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EXHIBIT 10.10


                               AGREEMENT TO LEASE

This Agreement ("Lease"), as of the 1st day of June, 1996 is by and between
SIXTH & VIRGINIA PROPERTIES, a Washington General Partnership, hereinafter
called "Owner," and InterNAP Network Services, L.L.C., a Washington Limited
Liability corporation, hereinafter called "Tenant."

1.   NONSTANDARD PROVISIONS

     The following constitute the nonstandard provisions of this Lease and are
     referred to elsewhere herein.

     a.   FLOOR OF THE WESTIN BUILDING ON WHICH PREMISES ARE LOCATED:

          8

     b.   AGREED FLOOR AREA OF PREMISES:

          Five thousand eight hundred fifty four (5854) square feet that
          includes an allowance for core and/or common areas used by Tenant.

     c.   THE TERM OF THIS LEASE (hereinafter "Lease Term") shall be Five (5)
          years and shall commence on the 1st day of June, 1996, and end on the
          31st day of May, 2001.

     d.   MONTHLY BASE RENT:

          June 1, 1996 - May 31, 1997   $8781

          June 1, 1997 - May 31, 1998   $9269

          June 1, 1998 - May 31, 1999   $9757

          June 1, 1999 - May 31, 2000   $10,245

          June 1, 2000 - May 31, 2001   $10,732

     e. RENT PER DAY during any occupancy prior to commencement of Lease Term:

          none

     f.   Reimbursement to Owner for Special Improvements:


          Total tenant improvement costs and utility upgrades are projected to
          cost $137,775.00. Owner and Tenant agree to split the cost of such
          improvements described in exhibit C. Tenant agrees to pay interest at
          10% per annum on any amounts paid for by Owner. One half of the Tenant
          Improvement balance held by the Owner plus any accrued interest at 10%
          per annum will be paid on the first day of the second year of the
          lease. The remaining balance plus accrued interest at 10% per annum
          will be paid on the first day of the third year.

     g.   USE PERMITTED ON PREMISES:

          Internet communications facilities and general office use.

     h. TENANT'S ADDRESS FOR NOTICES IF OTHER THAN PREMISES:

          none

     i.   TENANT'S BILLING ADDRESS IF OTHER THAN PREMISES:

          n/a


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j.   PARKING:

     During the Lease Term, Owner shall provide Tenant with unreserved parking
     space for five (5) automobiles in The Westin Building Garage. The space
     shall be made available during periods of typical office use from 7:00 a.m.
     to 6:00 p.m. five days per week, Monday through Friday, and at other times
     for the person to whom such space is regularly rented who wishes to work in
     building.

     Tenant shall pay in advance the charge established by Owner for said
     spaces, in addition to rent hereunder. If Tenant fails to timely pay such
     charge, Owner may by written notice to Tenant elect either to proceed as
     provided in Article 14 or to cease to provide the foregoing parking spaces.
     Upon initial occupancy of Garage, the charge for these spaces shall be
     $138.00 per month (including tax). From time to time during this Lease, the
     charge for spaces shall be increased to the then-prevailing rate for
     similar service in the immediate area.

     Owner shall maintain the right to pass on to Tenant all applicable parking
     taxes.

k.   RELOCATION OF PREMISES:

     Owner shall have the right to relocate the Premises in Building on the
     following terms and conditions:

     1)   The floor area of the new location shall be approximately the same as
          the floor area of the original location;

     2)   Tenant will be reimbursed for all reasonable expenses incurred in
          connection with the relocation, including but not limited to the net
          cost of putting the new Premises in the same condition as the original
          location, moving, signage, telephone & computer equipment relocation
          and reasonable quantities of new stationery;

     3)   Owner shall give Tenant at least Ninety (90) days written notice of
          relocation.

l.   SECURITY DEPOSIT:

     Concurrently with the execution of this Lease, Tenant shall deliver to
     Owner a sum equal to Seventeen Thousand Five Hundred Sixty two Dollars
     ($17,562.00), this as security for the performance by Tenant of every
     covenant and condition of this Lease. Upon payment of deposit, Tenant shall
     request and Owner shall deliver to Tenant a written receipt therefor.
     Deposit may be commingled with other funds of Owner and shall bear no
     interest. If Tenant shall default with respect to any covenant or condition
     of this Lease, including but not limited to the payment of rent, Owner may
     apply the whole or any part of deposit to the payment of any sum in default
     or any other sum which Owner may be required to spend by reason of Tenant's
     default. Should Tenant comply with all of the covenants and conditions of
     this Lease, deposit shall be returned to Tenant (or, at the option of
     Owner, to the last assignee of Tenant's interest in this Lease) at the
     expiration of the term hereof. Tenant shall not move into Premises until
     said deposit has been paid to Owner.

m.   SIGNAGE:

     Owner will provide signage, according to building standards, to Tenant with
     Tenant's business name at Three (3) separate locations:

          1)   Main Lobby Directory - Sixth Avenue
          2)   Third Floor Lobby Directory - Skybridge entrance from Garage
          3)   Elevator Lobby Directory on Tenant's floor


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     n.   HOLDING OVER:

          If Tenant shall continue its occupancy of the Premises after the
          expiration of the Lease Term, the occupancy shall not be deemed to
          extend or renew the term of this Lease, and such occupancy shall
          constitute a tenancy from month to month, subject to all of the terms
          of this Lease, except the term, and except that the Rent for each
          month of continued occupancy shall be double the Rent for the last
          full month of the Lease Term. Tenant shall also be liable for Owner's
          incidental and consequential damages sustained by virtue of Tenant's
          holding.

     o.   SQUARE FOOTAGE ADJUSTMENT:

          Owner and Tenant agree that reasonable attempts have been made to
          determine the correct square footage used in this Lease. Owner grants
          Tenant the option to remeasure and challenge the new premises square
          footage calculation at Tenant's expense. If Tenant's square footage
          calculation differs from the number used in this Lease, Owner will
          remeasure at Owner's expense to determine which calculation is
          correct. Owner and Tenant agree that any challenge of the square
          footage calculation must be carried out within one month of the
          commencement date. After that time, Owner and Tenant agree to mutually
          waive any and all rights, claims, or liabilities against each other as
          it relates to the calculation of square footages to determine rents
          and other costs in this Lease.

     p.   MEET-ME ROOM ACCESS

          Tenant shall have the right to share usage of the 19th floor Meet-Me
          Room and associated wiring conduit. Owner shall supervise the
          maintenance of the room by tenant-users and shall use all reasonable
          means to ensure this facility is always available to Tenant. Tenant
          agrees to abide by the regulations set jointly by owners and
          tenant-users or, should its practices conflict with those regulations,
          to vacate immediately upon written request. As in Article 7, Owner
          shall not be liable for damages nor shall the rental herein be abated
          for failure to furnish or interruption in service in this facility.

          For Meet-Me Room usage, Tenant shall pay a one-time usage fee of Five
          Hundred Dollars ($500.00) no later than Thirty (30) days following
          Commencement Date and a recurring monthly charge of $50.00 per DSX
          panel installed within the room.

     q.   CABLE RIGHT OF WAY

          Owner gives to Tenant the right of way to install cable from the
          Premises to the "Meet Me Room" on the 19th floor. Such installation is
          at Tenant's expense and subject to limitations and exclusions
          presented within Lease. Such installation must be coordinated with and
          approved by The Westin Building Engineer. Cabling to areas of the
          building other than the Meet-Me Room shall be governed by the same
          terms and conditions set forth above but shall additionally be subject
          to monthly recurring charges as established by Owner for all other
          cable run by users throughout the building.

     r.   CLASS "A" ENTRY

          Tenant acknowledges owners requirement for the premises to have an
          entry that is compatible with the Class "A" image of the building.
          Tenant shall cooperate with Owner in developing an entry plan that
          meets Owner's need for appearance and Tenant's need for privacy and
          control. Owner agrees that the common areas of the floor specifically
          the lobby and restrooms will be renovated within a reasonable time
          consistent with the class A image.

     s.   OPTION TO EXTEND:

          Provided that Tenant is not in default hereunder at the time of the
          exercise of the Option to Extend and/or at the commencement of the
          extended term, Tenant shall have the option to extend the term of this
          lease beyond the Initial Term for an additional period of Five (5)
          years (the "Extended Term") subject to expansion rights of a full
          floor tenant on the 7th or 9th floors. In this event however tenant
          shall first have the option to renew this lease by taking the entire
          eighth floor. The option provided hereunder shall be exercised, if at
          all, only by


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               written notice to Owner not later than August 31, 2000. The same
               terms and conditions applicable to the Initial Term of this Lease
               shall apply during the Extended Term, except that the monthly
               Rent shall be an amount equal to the product of (1) the agreed
               floor area of the Premises multiplied by (2) the monthly rent per
               rentable square foot established by Owner, in its reasonable
               judgment, for new leases in the Building for substantially
               equivalent size and located space as of the date of Tenant's
               exercise of its Option to Extend.

          t.   EQUIPMENT AND FIXTURES:

               Owner and Tenant agree that the premises contains the following
               mechanical systems: specialized HVAC system to include two (2)
               twenty (20) ton Liebert floor mounted air conditioning units and
               associated piping; specialized fire protection system consisting
               of a halon system and hydraulic preaction valve; and a domestic
               water backup system for the HVAC units. These systems are to be
               considered fixtures which Tenant shall take possession of and
               have the right to use. Tenant shall be responsible for
               maintaining the systems and preserving their functionality
               through out their normal life cycle. Should any of the components
               of these systems fail and require replacement, Tenant shall at
               its option and its expense, replace necessary components or
               restructure the system to eliminate the unwanted component in a
               manner approved by the Building Engineer. If Tenant elects to
               replace components at substantial capital cost, it shall have the
               option to designate such components as trade fixtures which
               Tenant will then be entitled to remove upon expiration of this
               Lease and vacation of the Premises.

2    EXHIBITS

     The following Drawings and Special Provisions are attached hereto as
exhibits and made a part of this Lease:

          Exhibit A -- Floor plan of the Westin Building, herein called
                       "Building."

          Exhibit B -- Site plan showing relation and location of Building
                        and Westin Building Garage.

          Exhibit C -- Details of Premises Approved by Owner and Tenant.

3    PREMISES

     Owner hereby leases to Tenant, and Tenant hereby leases of Owner, upon the
     terms and conditions herein set forth, those certain Premises, described in
     Article 1(a) and (b) and shown outlined in red on the standard floor plan
     attached hereto marked "Exhibit A" and made a part hereof in that certain
     Building, known as the Westin Building situated in the City of Seattle,
     County of King, State of Washington, at Sixth Avenue and Virginia Street,
     and located on the following real property:

          Lots 11 and 12 (less portion for street), Block 15 of Addition to town
          of Seattle, as laid off by Heirs of Sarah A. Bell, deceased (commonly
          known as Heirs of Sarah A. Bell's Addition to the City of Seattle), as
          per plat recorded in Volume I of plats, page 103, records of King
          County, Washington.

     The areas so leased are hereinafter called "Premises."

4    RENT

     Tenant covenants and agrees to pay Owner the monthly rent which is set
     forth in Article 1(d) to be adjusted as provided elsewhere in this Lease,
     in United States currency in advance on or before the first day of each
     calendar month during said term, at the office of Owner in Building or at
     such other place as Owner may from time to time designate in writing. It is
     agreed that since collection of any amount past due imposes an


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     administrative cost on Owner, in addition to all other sums that may be
     charged by Owner hereunder, Tenant shall pay to Owner a sum equal to Five
     Cents ($0.05) for every Dollar not paid when due.

5    USE

     Premises may be used only for the purpose set forth in Article 1(g) and for
     no other purpose or purposes without the written consent of Owner. No use
     shall be made of Premises, nor act done in or about Premises, which is
     unlawful, or which may increase the existing rate of insurance upon
     Building. Tenant shall not commit or allow to be committed any waste upon
     Premises, or any public or private nuisance or other act or thing which
     disturbs the quiet enjoyment of any other tenant in Building, nor shall
     Tenant, without the written consent of Owner, use any apparatus, machinery
     or device in or about Premises that shall cause any substantial noise or
     vibration. If any of Tenant's office machines and equipment should disturb
     the quiet enjoyment of any other tenant in Building, then Tenant shall
     provide adequate insulation or take such other action as may be necessary
     to eliminate the disturbance. Tenant shall observe such reasonable rules
     and regulations as may be adopted by Owner for the safety, care and
     cleanliness of Premises or Building and the preservation of good order
     therein.

6    POSSESSION

     In the event of Owner's inability to deliver possession of Premises ready
     for occupancy at the commencement of the Lease Term, Owner shall not be
     liable for any damage caused thereby, except as otherwise expressly stated
     herein, nor shall this Lease become void or voidable, nor shall the Lease
     Term be extended, but in such event, no rental shall be payable by Tenant
     to Owner for any portion of the Lease Term prior to actual delivery to
     Tenant of possession of Premises ready for occupancy by Tenant unless
     Tenant shall have failed to meet its obligations under Article 23 or unless
     the term of this Lease does not commence on or before July 1, 1996 without
     fault on the part of Tenant in which event Tenant's sole remedy shall be to
     cancel the Lease by giving thirty (30) days written notice of its said
     election to Owner. If Tenant, with Owner's permission, enters into
     possession of Premises prior to commencement of the Lease Term, all of the
     terms and conditions of this Lease shall apply during such prior period,
     except that rental shall be the amount set forth in article 1(e) for each
     calendar day during such prior period.

7    SERVICES PROVIDED BY OWNER

     Owner shall, at its sole cost and expense, maintain Premises and the public
     and common areas of Building, such as lobbies, stairs, landscaping,
     corridors and restrooms, together with the Westin Building Garage, in
     reasonably good order and condition except for damage occasioned by the act
     of Tenant.

     Owner, at its sole cost, shall furnish Premises from 7:00 a.m. to 6:00 p.m.
     Monday through Friday (exclusive of holidays), hereinafter called "Standard
     Work Week," with electricity for lighting and the operating of office
     machines, heat and air conditioning as may be reasonably required for the
     occupation of Premises, and shall provide elevator service, lighting
     replacement, toilet room supplies, window washing with reasonable
     frequency, and daily janitorial service on the basis of a Standard Work
     Week during the times and in the manner that such janitorial services are
     customarily furnished in general office buildings in the area. Owner shall
     not be liable for damages, nor shall the rental herein reserved be abated,
     for failure to furnish or delay in furnishing any of the foregoing
     services, when such failure or delay is caused by accident or conditions
     beyond the control of Owner, or by labor disturbances or labor disputes of
     any character, or by inability to secure fuel, supplies, machinery,
     equipment or labor after reasonable efforts to do so, or by the making of
     improvements or necessary repairs to Premises or Building, nor shall the
     temporary failure to furnish any of such services be construed as an
     eviction of Tenant or relieve Tenant from the duty of observing and
     performing any of the provisions of this Lease.

     Tenant acknowledges that the 24-hour nature of its business exceeds the
     Standard Work Week described above. Owner shall at Tenant's cost install a
     meter in the electrical system supplying Tenant's equipment room, measure
     usage and bill Tenant monthly at the same rate, including demand charges,
     billed by Seattle City Light plus a monthly billing fee of $10.00.
     Additionally, Tenant shall pay for all other expenses incurred by Owner as
     a result of Tenant using Premises in excess of Standard Work Week.

8    REPAIRS AND ALTERATIONS

     Tenant agrees by taking possession of the Premises that Premises are then
     in a tenantable and good condition, that Tenant will take good care of
     Premises, and the same will not be altered or in any way changed without
     the written consent of Owner. Tenant hereby waives any right to make
     repairs at Owner's


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         6
      expense. Tenant shall not make changes to locks on doors or add, disturb,
      or in any way change any plumbing or wiring without first obtaining
      written consent of Owner. All damages or injury done to the Premises by
      Tenant, or by any persons who may be in or upon Premises with the consent
      of Tenant, shall be paid for by Tenant and Tenant shall pay for all
      damages to Building caused by Tenant's misuse of Premises or the
      appurtenances thereto. All other repairs to Premises necessary to maintain
      Premises in a tenantable and good condition shall be done by or under the
      direction of Owner and at Owner's expense except as otherwise specifically
      provided herein. Tenant shall pay for the replacement of Special
      Improvements as provided in Article 23 and the replacement of doors or
      windows of Premises which are cracked or broken by Tenant, its employees,
      agents, or invitees, and Tenant shall not put any curtains, draperies or
      other hangings on or beside the windows in Premises without first
      obtaining Owner's consent. Owner agrees that it will repaint the interior
      of Premises at least once every five years with a color mutually agreed
      upon between Tenant and Owner. Owner may make any alterations or
      improvements which Owner may deem necessary for the preservation, safety
      or improvement of Premises or Building. All alterations, additions and
      improvements, except trade fixtures installed by Tenant and which are
      removable without damage to Building, shall become the property of Owner.
      Tenant shall, at the termination of this Lease by the expiration of time
      or otherwise, surrender and deliver up Premises to Owner in as good
      condition as when received by Tenant from Owner, reasonable use and wear
      and damage by fire or other casualty excepted.

      Should Owner be required to make changes or additions to Building or
      Westin Building Garage at any time during the term of this Lease as a
      result of any law, rule, code or regulation which becomes effective after
      the Commencement Date, the Tenant shall pay on demand by Owner, as
      additional rent, a monthly charge equal to the area of Premises as stated
      in Article 1(b) divided by 350,000 times 1 and 1/3 percent of the cost of
      the change or addition. Such additional rent shall commence upon
      substantial completion of each such change or addition and shall continue
      to the end of the term of this Lease.

9     ENTRY AND INSPECTION

      Tenant will permit Owner and its agents to enter into and upon Premises at
      all reasonable times for the purpose of inspecting the same or for the
      purpose of cleaning, repairing, altering or improving Premises or Building
      and when reasonably necessary may close entrances, doors, corridors,
      elevators or other facilities without liability to Tenant by reason of
      such closure and without such action by Owner being construed as an
      eviction of Tenant or relieving the Tenant from the duty of observing and
      performing any of the provisions of this Lease. Owner shall have the right
      to enter Premises for the purpose of showing Premises to prospective
      tenants for a period of 180 days prior to the expiration of the Lease
      Term.

10    DAMAGE OR DESTRUCTION

      If Premises or Building are damaged by fire, wind, or other such casualty,
      the damage shall be repaired by and at the expense of Owner, provided such
      repairs (to restore Premises to usable condition) can be made within sixty
      (60) days after the occurrence of such damage without the payment of
      overtime or other premiums, and until such repairs are completed, the rent
      shall be abated in proportion to the part of Premises which is unusable by
      Tenant in the conduct of its business (but there shall be no abatement of
      rent by reason of any portion of Premises being unusable for a period
      equal to one day or less).

      If such repairs cannot be made within sixty (60) days, Owner may, at its
      option, make them within a reasonable time, and in such event this Lease
      shall continue in effect and the rent shall be abated in the manner
      provided above. Owner's election to make repairs must be evidenced by
      written notice to Tenant within thirty (30) days after the occurrence of
      the damage.

      If Owner does not elect to make such repairs that cannot be made within
      sixty (60) days, then either party may, by written notice to the other,
      terminate this Lease. A total destruction of Building shall automatically
      terminate this Lease.

11    ADVERTISING

      Tenant shall not inscribe any inscription, post, place, or in any manner
      display any sign, notice, picture, placard or poster, or any advertising
      matter whatsoever, anywhere in or about Premises or Building at places
      visible (either directly or indirectly as an outline or shadow on a glass
      pane) from any where outside Premises without first obtaining Owner's
      written consent thereto.

12    INDEMNITY, LOSS AND WAIVER OF SUBROGATION

      Tenant shall defend and indemnify Owner and save it harmless from and
      against any and all liability, damages, costs, or expenses, including
      attorneys' fees, arising from any act, omission or negligence of Tenant or
      the officers, contractors, licensees, agents, servants, employees, guests,
      invitees, or visitors of Tenant in or about Building, or arising from any
      accident, injury, or damage, howsoever and by


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     whomsoever caused, to any person or property, occurring in or about
     Premises, provided that the foregoing provision shall not be construed to
     make Tenant responsible for loss, damage, liability, or expense resulting
     from injuries to third parties caused by the negligence of Owner or of any
     officer, contractor, licensee, agent, servant, or employee of Owner. Owner
     shall not be responsible for providing security and Tenant hereby releases
     Owner from any claim for damage or loss of property that may arise as a
     result of vandalism or theft in Building or Westin Building Garage. Owner
     and Tenant each release the other from responsibility for, and waive their
     entire claim of recovery for (i) any loss or damage to the real or personal
     property of either located anywhere in Building and Westin Building Garage,
     arising out of or incident to the occurrence of any of the perils which may
     be covered by a fire and lightning insurance policy, with extended coverage
     endorsement in common use in the Seattle locality or (ii) loss resulting
     from business interruption at Premises or loss of rental income from
     Building, arising out of or incident to the occurrence of any of the perils
     that may be covered by a business interruption insurance policy and by the
     loss of rental income insurance policy in common use in the Seattle
     locality. To the extent that such risks under (i) and (ii) are in fact
     covered by insurance, each party shall cause its insurance carriers to
     consent to such waiver and to waive all rights of subrogation against the
     other party.

13   LIENS AND INSOLVENCY

     Tenant shall keep Premises and Building free from any liens or encumbrances
     arising out of any work performed by Tenant, materials furnished by Tenant,
     or obligations incurred by Tenant. Owner may terminate this Lease by giving
     Tenant notice of its election to do so, if; (i) Tenant files a voluntary
     petition in bankruptcy, or for reorganization under the bankruptcy laws, or
     is adjudged a bankrupt by a court of competent jurisdiction, (ii) if Tenant
     makes an assignment for the benefit of creditors, or if a receiver is
     appointed for Tenant's business, or (iii) any other action is taken by or
     against Tenant under any State or Federal insolvency or bankruptcy act. No
     interest in this Lease or estate hereby created in favor of Tenant shall
     pass by operation of law under any such bankruptcy or insolvency act to any
     person whomsoever without the prior express written consent of Owner. Any
     purported transfer in violation of this Article shall constitute a default
     by Tenant.

14   DEFAULT AND RE-ENTRY

     Except for a default under the preceding paragraph for which immediate
     right of termination is given to Owner, if Tenant fails to pay any
     installment of rent when due (plus interest on past due amounts at the
     maximum legal rate from the date due) after 3 days written notice, or to
     perform any other covenant under this Lease within thirty (30) days after
     written notice from Owner stating the nature of the default, Owner may
     re-enter and take possession of Premises using all reasonable force to do
     so; provided, however, that if the nature of such default other than for
     non-payment of rent is such that the same cannot reasonably be cured within
     such thirty-day period, Tenant shall not be deemed to be in default if
     Tenant shall within such period commence such cure and thereafter
     diligently prosecute the same to completion. Notwithstanding such retaking
     of possession by Owner, Tenant's liability for the rent provided herein
     shall not be extinguished for the balance of the term of this Lease. Upon
     such re-entry, Owner may elect either (i) to terminate this Lease, in which
     event Tenant shall immediately pay to Owner a sum equal to that by which
     the then cash value of the total rent reserved under this Lease for the
     balance of the Lease Term exceeds the reasonable rental value of the
     Premises for the balance of the Lease Term plus costs incident to releasing
     the Premises including, but not limited to remodeling expenses, attorney's
     fees and real estate commissions; or (ii) without terminating this Lease,
     to relet all or any part of the Premises as the agent of and for the
     account of Tenant upon such terms and conditions as Owner may deem
     advisable, in which event the rents received on such reletting shall be
     applied first to the expenses of reletting and collection, including
     necessary renovation and alteration of Premises, reasonable attorney's fees
     and real estate commissions paid, and thereafter to payment of all sums due
     to or to become due Owner hereunder, and if a sufficient sum shall not be
     thus realized to pay such sums and other charges, Tenant shall pay Owner
     any deficiency monthly, and Owner may bring an action therefor as such
     monthly deficiency shall arise.

     In the event of any such retaking of possession of Premises by Owner as
     herein provided, Tenant shall remove all personal property located thereon
     and, upon failure to do so upon demand of Owner, Owner may, in addition to
     any other remedies allowed by law, remove and store the same in any such
     place selected by Owner, including but not limited to a public warehouse,
     at the expense and risk of Tenant. If Tenant shall fail to pay any sums due
     hereunder or the cost of storing any such property after it has been stored
     for a period of thirty (30) days or more, Owner may sell any or all such
     property at public or private sale and shall apply the proceeds of such
     sale first, to the cost of such sale; second, to the payment of the charges
     for storage, if any; and third, to the payment of any other sums of money
     which may be due from Tenant to Owner under the terms of this Lease, and
     the balance, if any, to Tenant.

Tenant hereby waives all claims for damages that may be caused by Owner's
lawfully re-entering and taking possession of Premises or lawfully removing and
storing or selling the property of Tenant as herein


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         8
     provided, and will save Owner harmless from loss, costs, or damages
     occasioned thereby, and such lawful re-entry shall not be considered or
     construed to be a forcible entry.

15   SURRENDER OF POSSESSION

     Upon expiration of the term of this Lease, whether by lapse of time or
     otherwise, Tenant shall promptly and peacefully surrender Premises to
     Owner.

16   COSTS AND ATTORNEYS' FEES

     If Tenant or Owner shall bring any action for any relief against the other,
     declaratory or otherwise, arising out of this Lease, including any suit by
     Owner for the recovery of rent or possession of Premises, the losing party
     shall pay the successful party a reasonable sum for attorneys' fees in such
     suit, and such attorneys' fees shall be deemed to have accrued on the
     commencement of such action.

17   NON-WAIVER

     Waiver by Either Party of any breach of any term, covenant or condition
     herein contained shall not be deemed to be a waiver of such term, covenant,
     or condition, or of any subsequent breach of the same or any other term,
     covenant or condition herein contained. The subsequent acceptance of rent
     hereunder by Owner shall not be deemed to be a waiver of any preceding
     breach by Tenant of any term, covenant, or condition of this Lease, other
     than the failure of Tenant to pay the particular rental so accepted
     regardless of Owner's knowledge of such preceding breach at the time of
     acceptance of such rent.

18   ASSIGNMENT AND SUBLETTING

     Tenant shall not assign this Lease or sublet Premises or any part thereof
     without first obtaining Owner's written consent, which shall not be
     unreasonably withheld. No such assignment or subletting shall relieve
     Tenant of Tenant's liability under the Lease, except, if at the time of
     such assignment or subletting, Tenant establishes to the reasonable
     satisfaction of Owner that such assignee or sublessee is of satisfactory
     financial responsibility at least equal to that of Tenant and the
     Guarantors at the time Tenant executed the Lease. Consent to any such
     assignment or subletting shall not operate as a waiver of the necessity for
     a consent to any subsequent assignment, and the terms of such consent shall
     be binding upon any person holding by, under or through Tenant. In no event
     shall a sublessee of Tenant sublet or assign any interest in this Lease.

     In the event of an assignment or subletting that requires Owner's time
     and/or expense, Tenant shall reasonably compensate Owner for such expenses.

     Notwithstanding anything to the contrary herein, Owner's consent shall not
     be required for the following transfers:

     a) An assignment, sublease or other transfer of Tenant's interest in the
     Lease to any other entity with which Tenant is affiliated or under common
     control, provided the Owner is notified not later than ten (10) days after
     the effective date of such event;

     b) An assignment or transfer of this Lease to any person or entity
     acquiring by asset or stock transfer, consolidation, merger, liquidation,
     spin-off or reorganization, all or substantially all of the assets of
     Tenant; provided, that the assignee or transferee agrees to assume and
     perform all obligations of Tenant under this Lease and that immediately
     following such acquisition the assignee's or transferees net worth equals
     the net worth of Tenant on the date immediately preceding such assignment
     or transfer; and provided further that Owner is notified not later than ten
     (10) days after the effective date of such event;

     c) Any (i) public offering of the stock of Tenant pursuant to the
     Securities Act of 1933 and/or the Securities Exchange Act of 1934 as
     amended, or (ii) transfer of stock between shareholders of Tenant, or (iii)
     sale of additional shares of


                                       8

<PAGE>

         9
               stock to individuals or entities currently not shareholders of
               Tenant; provided, that immediately following such offering,
               transfer or sales the net worth of Tenant equals or exceeds the
               net worth of Tenant on the date immediately preceding such
               offering, transfer or sale or

               d)   the mortgage, pledge, hypothecation or encumbrance of any
               of the stock of Tenant.

          19   SUCCESSORS

               All of the covenants, agreements, terms and conditions contained
               in this Lease shall apply to and be binding upon Owner and Tenant
               and their respective heirs, executors, administrators, successors
               and assigns.

          20   TAX ON RENTAL

               If any governmental authority or unit under any present or future
               law effective at any time during the term of this Lease shall in
               any manner levy a tax on rentals payable under this Lease or on
               rentals accruing from use of Premises under this Lease, or a tax
               in any form against Owner because of or measured by income
               derived from the leasing or rental of Premises, the amount of the
               next succeeding month's rent following payment of such tax by
               Owner shall be increased by an amount equal to such tax paid by
               Owner, and for Tenant's default in paying the rent thus revised,
               Owner shall have the same remedies as upon failure to pay rent.
               Tenant shall not be liable to pay any amount because of income
               tax of a general nature applicable to Owner's various interests
               or sources of income. In the event that it shall not be lawful
               for Tenant to pay such tax, the rental payable to Owner under
               this Lease shall be revised to net Owner the same net rental
               after imposition of any such tax as would have been payable to
               Owner prior to the imposition of any such tax.

          21   PRIORITY

               This Lease shall automatically be subordinate to any mortgage or
               deed of trust heretofore or hereafter placed upon Building, to
               any and all advances made or to be made thereunder, to the
               interest on the obligations secured thereby, and to all renewals,
               replacements and extensions thereof; provided, however, that in
               the event of foreclosure of any such mortgage or deed of trust or
               exercise of the power of sale thereunder, Tenant shall attorn to
               the purchaser of Building at such foreclosure or sale and
               recognize such purchaser as Owner under this Lease if so
               requested by such purchaser. If any mortgagee or beneficiary
               elects to have this Lease superior to its mortgage or deed of
               trust and gives notice of its election to Tenant, then this Lease
               shall thereupon become superior to the lien of such mortgage or
               deed of trust, whether this Lease is dated or recorded before or
               after the mortgage or deed of trust. Within fifteen days of
               presentation, Tenant shall execute, acknowledge, and deliver to
               Owner (i) any reasonable subordination or nondisturbance
               agreement or other instrument that Owner may require to carry out
               the provisions of this article, and (ii) any reasonable estoppel
               certificate requested by Owner from time to time in the standard
               form of any such mortgagee or beneficiary certifying in writing,
               if such be true, that Tenant shall be in occupancy, that this
               Lease is unmodified and in full force and effect (or if there
               have been modifications, that the same is in full force and
               effect as modified and stating the modifications) and the dates
               to which the rent and other charges shall have been paid, and
               that there shall be no rental offsets or claims.

          22   CONDEMNATION

               If the whole of Premises, or if such portion of either Premises
               or the facilities in Building as may be required for the
               reasonable use of Premises, shall be taken by virtue of any
               condemnation or notice of condemnation or eminent domain
               proceeding, or by purchase in lieu thereof, or for public or
               quasipublic use, directly or indirectly, this Lease shall
               automatically terminate as of the date of such condemnation, or
               purchase in lieu of condemnation, or as of the date possession is
               taken by the condemning authority, whichever is earlier. Current
               rent shall be apportioned as of the date of such termination. In
               case of a taking of a part of Premises or a portion of the
               facilities in Building not required for the reasonable use of
               Premises, then this Lease shall continue in full force and effect
               and the rental shall be equitably reduced based on the proportion
               by which the rentable area of Premises is reduced, such rent
               reduction to be effective on the date of such partial taking. No
               award of any partial or entire taking shall be apportioned, and
               Tenant hereby assigns to Owner any award which may be made in
               such taking or condemnation together with any and all rights of
               Tenant now or hereafter arising in or to the same or any part
               thereof, provided, however, that nothing herein shall be deemed
               to give Owner any interest in, or to require Tenant to assign to
               Owner, any award made to Tenant for the taking of personal
               property or fixtures belonging to Tenant, for the interruption of
               or damage to Tenant's business or for Tenant's moving expenses.


                                       9


<PAGE>

         10
23    SPECIAL IMPROVEMENTS

      The term "Special Improvements" as used in this Lease refers to all
      improvements to Premises, whether provided at the expense of Owner or
      Tenant, other than accoustical ceilings, lighting fixtures, air
      conditioning grilles, air ducts and temperature controls, draperies,
      corridor and demising partitions, and concrete floor ready for pad and
      carpet. Tenant shall reimburse Owner for Owner's necessary expense of
      repairing or replacing all Special Improvements to maintain Special
      Improvements in first-class condition. Tenant shall pay Owner that certain
      sum as set forth in Article 1(f) as payment for certain of Special
      Improvements made to Premises. In addition, Tenant shall pay Owner for
      installation of any additional Special Improvements if they have been
      installed by Owner pursuant to Tenant's request. Where Special
      Improvements are to be installed by Owner, Tenant shall give Owner written
      notice of its final color selection and all other details of its office
      layout in sufficient time to permit Owner's completion of all work by the
      commencement date hereunder using its normal crews on a regular time
      basis, and such notice shall in any event be given not later than fifteen
      working days before such commencement date.

24    REAL PROPERTY TAXES

      Owner shall pay all real property taxes and assessments that may be levied
      against Building and the underlying land. If the amount of such real
      property taxes and assessments shall, in any calendar year during the
      Lease Term, exceed the amount of real property taxes and assessments
      payable for the calendar year 1996, then on the tax payment dates in 1997
      and on these dates of each succeeding year, Tenant shall reimburse Owner
      for Tenant's proportionate share of such increase based upon the ratio
      which area of Premises, as set forth in Article 1(b), bears to 350,000
      square feet. Owner shall submit to Tenant, if so requested by Tenant, a
      copy of the real property tax statement for the year in which payment is
      requested. The foregoing charges constitute additional rent that shall be
      deemed to have accrued uniformly during the calendar year in which payment
      is due. The final payment under the provision of this Article shall be
      prorated based on reasonable projections of the increase through the
      termination of this Lease and shall be due thirty days before such
      termination.

25    ANNUAL RENT ADJUSTMENT

      To partially compensate for the effect of inflation, a portion of the
      rental rate (viz. $7.50 per square foot per year) shall be adjusted to
      reflect reductions, if any, in the purchasing power of the dollar. Three
      separate generic elements of cost (namely: labor, materials and energy)
      shall be deemed to be representative of all operational costs. Indices for
      measuring changes in the dollar value for each of these cost elements
      shall be: janitorial hourly labor rate, Consumer Price Index, and the
      average cost per kilowatt-hour of electricity (including without
      limitation all demand charges), respectively. Changes in each of these
      shall adjust rent as provided below:


                Generic                                Element's Cost
            Element of Cost         Index                   Share
            ---------------         -----              --------------

            1. Labor                Janitorial rate         $3.00
            2. Material             C.P.I.                  $3.00
            3. Energy               Average kwh cost        $1.50


      The base index for each of these indices shall be established from data
      for the month of September of the year preceding the year in which this
      Lease commences. Indices for each succeeding year shall be calculated
      annually using September experience data, and the ratio that these annual
      indices bear to their respective base index shall be reduced by 1.00 then
      multiplied by the individual element's cost share as specified in Items 1,
      2 and 3 above, and by the area of Premises as set forth in Article 1(b).
      Each January 1, following the calendar year in which the Lease becomes
      effective, the Monthly Rent in Article 1(d) shall be increased by
      one-twelfth (1/12) of the sum of the amounts so determined. No changes in
      the rent as specified above shall take place during the calendar year in
      which the Lease Term commences.

      The janitorial hourly labor rate shall be that as established by the Hotel
      Employees Restaurant Employees, Union Local No. 8 for journeymen janitors
      including all applicable taxes and fringe benefits payable by employers.
      The labor rate to be used as a base index for this Lease shall be $12.72.

      The Consumer Price Index to be used shall be the Revised Consumer Price
      Index for Urban Wage Earners and Clerical Workers, U.S. City Average,
      All-Items Series (1982-1984 = 100), as published by the U.S. Department of
      Labor, Bureau of Statistics. If this index is revised or changed (as, for
      example, by taking the average index for different years as the base
      figure of 100), the base index shall be adjusted accordingly. In the event
      such index is discontinued, the index promulgated by the Department of
      Labor most closely


                                       10

<PAGE>

         11

     approximating the above referenced index shall be used as the base index.
     The Consumer Price Index to be used as the base index for this Lease shall
     be 150.6.

     The cost per kilowatt-hour of electricity consumed in the Westin Building
     (including seasonal factors and any tax or surcharge that may be imposed),
     shall be determined by dividing the total amount billed to Account No.
     171001453015 for the supply of electricity consumed primarily during the
     month of September by the consumption shown in the billing column entitled
     "Consumption kwh/kvarh." The cost to be used as a base index for this Lease
     shall be $.036 per kilowatt-hour.

26   NOTICES

     All notices under this Lease shall be in writing and delivered in person or
     sent by registered or certified mail to Owner at its offices in Building
     and to Tenant at Premises, or to such other place as may be set forth in
     Article 1(h) or hereafter designated by either party in writing.

27   NAME OF BUILDING

     Owner reserves the right in its sole discretion to change the name of
     Building from that specified in Article 3.

28   CONSTRUCTION

     The titles to articles of this Lease are not a part of this Lease and shall
     have no effect upon the construction or interpretation of any part thereof.
     This Lease shall be construed and governed by the law of the State of
     Washington.

29   TIME OF ESSENCE

     Time is of the essence of this Lease.

30   FORCE MAJEUR

     In the event either Owner or Tenant shall be delayed or hindered in or
     prevented from the performance of any act required hereunder by reason of
     strikes, lockouts, labor troubles, inability to procure materials, failure
     of power, restrictive governmental laws or regulations, riots,
     insurrection, war or any reason of a like nature, not the fault of the
     party delayed in performing work or doing acts required under the terms of
     this Lease, then performance of such act shall be excused for the period of
     such delay, provided that the provisions hereof shall not operate to excuse
     Tenant from prompt payment of rent or any other payments required by Tenant
     hereunder.

IN WITNESS WHEREOF, Owner and Tenant have signed this Lease on the dates noted
below.

OWNER:                                     TENANT:

SIXTH & VIRGINIA PROPERTIES                InterNAP Network Services L.L.C.
A Washington General Partnership           A Washington Limited Liability
By Clise Properties, Inc., a Partner       Corporation

By  /s/ A. M. CLISE                        By  /s/ ANTHONY C. NAUGHTIN
  ----------------------------------          ----------------------------------

Its President                              Its President/CEO
    --------------------------------          ----------------------------------

Date  6-10-96                              Date  6-6-96
    --------------------------------            --------------------------------



By Clise Company, a Partner
By Retail Realty, Inc.

By  /s/ A. M. CLISE
  ----------------------------------

Its President
    --------------------------------

Date  6-10-96
    --------------------------------


                                       11

<PAGE>

State of Washington  )
County of King       )

I certify that I know or have satisfactory evidence that A. M. Clise is the
person who appeared before me and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of CLISE PROPERTIES, INC., a partner of SIXTH &
VIRGINIA PROPERTIES, a Washington general partnership, to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.

Dated 6/10/96


                                            /s/ JENNIFER A. RICHARDS
                                ------------------------------------------------
                                Notary Public in and for the State of Washington
                                          My appointment expires 2-7-99

                                              Jennifer A. Richards



State of Washington  )
County of King       )

I certify that I know or have satisfactory evidence that A. M. Clise is the
person who appeared before me and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of RETAIL REALTY, INC., a partner of CLISE
COMPANY, a partnership, for and on behalf of CLISE COMPANY, which in turn is a
partner of SIXTH & VIRGINIA PROPERTIES, a Washington general partnership, to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.

Dated 6/10/96


                                            /s/ JENNIFER A. RICHARDS
                                ------------------------------------------------
                                Notary Public in and for the State of Washington
                                          My appointment expires 2-7-99

                                              Jennifer A. Richards







                                       12


<PAGE>

         13
                                   EXHIBIT A


                                  [Floor Plan]

<PAGE>

         14
                                   EXHIBIT B


                                  [Site Plan]

<PAGE>

         15
                                    EXHIBIT C


                                  [Floor Plan]

<PAGE>

         16
                           RENT ANALYSIS AND PROPOSAL

<TABLE>
<S><C>
------------------------------------------------------------------------------------------------------------------------------------

Statistics
------------------------------------------------------------------------------------------------------------------------------------
USF                                  5,117  Total base rent     $   654,275  Total TI's            $   137,774.83
RSF                                  5,054  Ave. annual rent    $   130,855  T TI's per RSF        $        23.54
Lease terms (yrs)                        5  Ave. monthly rent   $    10,905  Amort per year        $    27,554.97
Ave. rent per RSF              $     20.00  Acceleration rate         0.00%  Amort per RSF         $         4.71
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
 Description                         Cost            Sixth & Virginia          InterNAP
--------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                   <C>
Demo                           $   2,800.00          $   2,800.00
--------------------------------------------------------------------------------------------------
Construction/permit fees       $     650.00                650.00
--------------------------------------------------------------------------------------------------
Doors/hardware                 $   3,000.00          $   3,000.00
--------------------------------------------------------------------------------------------------
Cabinets/shelving              $   1,800.00          $   1,800.00
--------------------------------------------------------------------------------------------------
Refiles                        $   5,740.00          $   5,740.00
--------------------------------------------------------------------------------------------------
Partitions                     $   9,976.00          $   9,976.00
--------------------------------------------------------------------------------------------------
Ceiling                        $   4,068.00          $   4,068.00
--------------------------------------------------------------------------------------------------
Carpet                         $   6,800.00          $   6,800.00
--------------------------------------------------------------------------------------------------
Painting                       $   2,800.00          $   2,800.00
--------------------------------------------------------------------------------------------------
Draperies                      $   2,500.00          $   2,500.00
--------------------------------------------------------------------------------------------------
Sprinklers                     $   3,000.00          $   3,000.00
--------------------------------------------------------------------------------------------------
HVAC - Office                  $  14,250.00          $   3,315.50          $   10,934.50
--------------------------------------------------------------------------------------------------
HVAC - Computer room           $  30,465.00                                $   30,465.00
--------------------------------------------------------------------------------------------------
Electrical                     $  12,250.00          $   4,950.00          $    7,300.00
--------------------------------------------------------------------------------------------------
Signage                        $     150.00                                $      150.00
--------------------------------------------------------------------------------------------------
Access floor ramp              $   1,500.00                                $    1,500.00
--------------------------------------------------------------------------------------------------
Cleanup                        $   1,050.00                                $    1,050.00
--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------  InterNAP  [PIE CHART]  Sixth &
Subtotal                       $ 102,799.00          $  51,399.50          $   51,399.50              50%                  Virginia
--------------------------------------------------------------------------------------------------                           50%
W/17%                          $  17,475.83          $  17,475.83
--------------------------------------------------------------------------------------------------
AC Backup                                                                  $   12,500.00
--------------------------------------------------------------------------------------------------
Misc. Electrical                                                           $    5,000.00
--------------------------------------------------------------------------------------------------
TOTAL                          $ 120,274.83          $  66,875.33          $   68,899.50
--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
Cost per RSF                   $      20.55          $      11.77          $       11.77
--------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                 Yr 1                Yr 2                Yr 3             Yr 4                   Yr 5             5-Year Total
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>                 <C>                <C>                 <C>                 <C>
Base            $    20.00        $    20.00          $    20.00         $    20.00          $    20.00          $      100.00
TI's            $     2.35        $     2.35          $     2.35         $     2.35          $     2.35          $       11.77
  Total         $    22.35        $    22.35          $    22.35         $    22.35          $    22.35          $      111.77
Net Increase    $      --         $      --           $      --          $      --           $      --
RSF                  5,854             5,854               5,854              5,854               5,854
Annual Rent        130,855        $  130,855          $  130,855         $  130,855          $  130,855          $  654,275.33
Monthly Rent    $   10,905        $   10,905          $   10,905         $   10,905          $   10,905
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                 Yr 1                Yr 2                Yr 3             Yr 4                   Yr 5             5-Year Total
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>                 <C>                <C>                 <C>                 <C>
Base            $    18.00        $    19.00          $    20.00         $    21.00          $    22.00          $      100.00
TI's                                                                                                             $        --
  Total         $    18.00        $    19.00          $    20.00         $    21.00          $    22.00          $      100.00
Net Increase    $      --         $     1.00          $     1.00         $     1.00          $     1.00
RSF                  5,854             5,854               5,854              5,854               5,854
Annual TI
 Payment*                         $   41,325          $   37,881
Annual Rent     $  105,372        $  152,551          $  154,961         $  122,934          $  128,788          $  654,606.63
Monthly Rent    $    8,781        $    9,269          $    9,757         $   10,245          $   10,732
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



*Lump sum payment at beginning of lease year. TI allowance accrues interest at
10% per year.

                                  Exhibit C 1

<PAGE>

-------------------------------------------------------------------------------
                              LEASE MODIFICATION #1
-------------------------------------------------------------------------------

This Agreement made the 1st day of September, 1998, is by and between SIXTH &
VIRGINIA PROPERTIES, a Washington General Partnership, hereinafter called
"Owner," and InterNAP Network Services Corporation, a Washington Corporation,
hereinafter called "Tenant."

Owner and Tenant have executed a Lease dated the 1st day of June, 1996 and
modified on 1st day of May, 1998. Said Lease is for approximately 5,854 square
feet on the 8th floor, Suite 800 of The Westin Building, hereinafter referred to
as "Building," situated in the City of Seattle, County of King, State of
Washington, located at 2001 Sixth Avenue and located on the following real
property:

        Lots 11 and 12 (less portion for street), Block 15 of Addition to town
        of Seattle, as laid off by Heirs of Sarah A. Bell, deceased, (commonly
        known as Heirs of Sarah A. Bell's Addition to the City of Seattle) as
        per plat recorded in Volume 1 of plats, page 103, records of King
        County, Washington.

Now, therefore, for valuable consideration Owner and Tenant as parties hereto
agree that the Lease will be modified, effective the 1st day of May, 1998, as
follows:

Article 1(d) shall be modified to read in its entirety as follows:

        d.     MONTHLY BASE RENT:
               Monthly base rent shall be increased by $3,065 as Follows:
                  May 1, 1998  - May 31, 1999                 $12,822.00
                  June 1, 1999 - May 31, 2000                 $13,310.00
                  June 1, 2000 - May 31, 2001                 $13,797.00

EXCEPT to the extent herein revised, amended or modified, all terms, conditions
and provisions of said Lease are hereby affirmed and ratified in all respects.

<TABLE>
<CAPTION>

OWNER:                                            TENANT:
<S>                                               <C>
SIXTH & VIRGINIA PROPERTIES,                      InterNAP Network Services Corporation
  A Washington General Partnership                  A Washington Corporation

By Clise Properties, Inc., a Partner

By_____________________________                   By_____________________________

Its  __________________________                   Its ___________________________

Date __________________________                   Date __________________________

</TABLE>


CLISE COMPANY, a Partner
By Retail Realty, Inc.

By_____________________________

Its  __________________________

Date __________________________

<PAGE>

State of Washington
County of King

I certify that I know or have satisfactory evidence that A.M. Clise is the
person who appeared before me and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of CLISE PROPERTIES, INC., a partner of SIXTH &
VIRGINIA PROPERTIES, a Washington general partnership, to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.

Dated______________________
                                        _______________________________________
                                               (Name legibly printed or stamped)
                                        _______________________________________
                                Notary Public in and for the State of Washington

                                      My appointment expires____________________

State of Washington
County of King

I certify that I know or have satisfactory evidence that A.M. Clise is the
person who appeared before me and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of RETAIL REALTY, INC., a partner of CLISE
COMPANY, a partnership, for and on behalf of CLISE COMPANY, which in turn is a
partner of SIXTH & VIRGINIA PROPERTIES, a Washington general partnership, to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.

Dated______________________
                                        _______________________________________
                                               (Name legibly printed or stamped)
                                        _______________________________________
                                Notary Public in and for the State of Washington

                                      My appointment expires____________________

                                        2
<PAGE>

--------------------------------------------------------------------------------
                              LEASE MODIFICATION #2
--------------------------------------------------------------------------------

This Agreement made the 1st day of September, 1998, is by and between SIXTH &
VIRGINIA PROPERTIES, a Washington General Partnership, hereinafter called
"Owner," and InterNAP Network Services Corporation, a Washington Corporation,
hereinafter called "Tenant."

Owner and Tenant have executed a Lease dated the 1st day of June, 1996 and
modified on 1st day of May, 1998. Said Lease is for approximately 5,854 square
feet on the 8th floor, Suite 800 of The Westin Building, hereinafter referred to
as "Building," situated in the City of Seattle, County of King, State of
Washington, located at 2001 Sixth Avenue and located on the following real
property:

        Lots 11 and 12 (less portion for street), Block 15 of Addition to town
        of Seattle, as laid off by Heirs of Sarah A. Bell, deceased, (commonly
        known as Heirs of Sarah A. Bell's Addition to the City of Seattle) as
        per plat recorded in Volume 1 of plats, page 103, records of King
        County, Washington.

Now, therefore, for valuable consideration Owner and Tenant as parties hereto
agree that the Lease will be modified, effective the 1st day of May, 1998, as
follows:


Article 1(d)shall be modified to read in its entirety as follows:

        d.     MONTHLY BASE RENT:
               Monthly base rent shall be increased by $3,065 as Follows:
                  May 1, 1998  - May 31, 1999                 $12,822.00
                  June 1, 1999 - May 31, 2000                 $13,310.00
                  June 1, 2000 - May 31, 2001                 $13,797.00

EXCEPT to the extent herein revised, amended or modified, all terms, conditions
and provisions of said Lease are hereby affirmed and ratified in all respects.

<TABLE>
<CAPTION>
OWNER:                                            TENANT:
<S>                                               <C>
SIXTH & VIRGINIA PROPERTIES,                      InterNAP Network Services Corporation
  A Washington General Partnership                  A Washington Corporation

By Clise Properties, Inc., a Partner

By___________________________                     By___________________________

Its  ________________________                     Its _________________________

Date ________________________                     Date ________________________

</TABLE>

CLISE COMPANY, a Partner
By Retail Realty, Inc.

By___________________________

Its  ________________________

Date ________________________

<PAGE>

State of Washington
County of King

I certify that I know or have satisfactory evidence that A.M. Clise is the
person who appeared before me and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of CLISE PROPERTIES, INC., a partner of SIXTH &
VIRGINIA PROPERTIES, a Washington general partnership, to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.

Dated__________________________________

                                         _______________________________________
                                               (Name legibly printed or stamped)

                                         _______________________________________
                                Notary Public in and for the State of Washington

                                      My appointment expires____________________


State of Washington
County of King

I certify that I know or have satisfactory evidence that A.M. Clise is the
person who appeared before me and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of RETAIL REALTY, INC., a partner of CLISE
COMPANY, a partnership, for and on behalf of CLISE COMPANY, which in turn is a
partner of SIXTH & VIRGINIA PROPERTIES, a Washington general partnership, to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.

Dated__________________________________

                                         _______________________________________
                                               (Name legibly printed or stamped)

                                         _______________________________________
                                Notary Public in and for the State of Washington

                                      My appointment expires____________________


                                        2
<PAGE>

-------------------------------------------------------------------------------
                              LEASE MODIFICATION #3
-------------------------------------------------------------------------------

This Agreement made the 28th day of December, 1999, is by and between SIXTH &
VIRGINIA PROPERTIES, a Washington General Partnership, hereinafter called
"Owner," and InterNAP Network Services Corporation, a Washington Corporation,
hereinafter called "Tenant."

Owner and Tenant have executed a Lease dated the 1st day of June, 1996,
modified on 1st day of May, 1998, modified on the 1st day of September, 1998.
Said Lease is for approximately 7,216 square feet on the 8th floor, Suite 800
of The Westin Building, hereinafter referred to as "Building," situated in
the City of Seattle, County of King, State of Washington, located at 2001
Sixth Avenue and located on the following real property:

        Lots 11 and 12 (less portion for street), Block 15 of Addition to town
        of Seattle, as laid off by Heirs of Sarah A. Bell, deceased, (commonly
        known as Heirs of Sarah A. Bell's Addition to the City of Seattle) as
        per plat recorded in Volume 1 of plats, page 103, records of King
        County, Washington.

Owner is constructing or allowing the construction of a new electrical power
vault in the Garage (the "New Vault"), to bring additional electrical power
from the public power utility to the Building and Garage. In connection
therewith, Owner is constructing a new underground tunnel ("New Tunnel") to
connect the new power vault with the Building, and is opening an additional
vertical shaft in the Building ("New Riser"). Owner is also constructing a
new power generation facility in the Garage ("New Generator Plant"), with
connecting busways to the Building. Tenant is desirous of converting a
portion of the Lease Premise to equipment space (approximately 1,464 R sq. ft
as shown on the Attached Exhibit A). Tenant will require additional
electrical, condenser water, and backup power in order to facilitate this
conversion.

Whereas now, therefore, for valuable consideration Owner and Tenant as
parties hereto agree that the Lease will be modified, effective the 1st day
of April, 2000, as follows:

Article 1(d)shall be modified to read in its entirety as follows:

    d.  MONTHLY BASE RENT:
        Monthly base rent shall be increased effective upon the availability of
        an additional 150 amps, 480v of electrical power to premises:

           April 1, 2000 - May 31, 2000    *Fifteen Thousand Three Hundred Forty
                                           Nine and 00/100 Dollars ($15,349.00)
                                           per month.
           June 1, 2000 - May 31, 2001     *Fifteen Thousand Seven Hundred
                                           Thirty Seven and 00/100 Dollars
                                           ($15,737.00) per month.

                                           *(Base rent shall remain as-is until
                                           Building Electrical System expansion
                                           is complete, scheduled for early
                                           2000.)

Article 7 shall be modified to read in its entirety as follows:

    7          SERVICES PROVIDED BY OWNER

               Owner shall, at its sole cost and expense, maintain the Premises
               and the public and common areas of the Building, such as lobbies,
               stairs, landscaping, corridors and restrooms, together with the
               Westin Building Garage, and all structural portions of the
               Building, including, but not limited to, roof and foundation as
               well

<PAGE>



               as common area fire suppression systems, heating, ventilation,
               air conditioning, electrical and mechanical systems, in a first
               class order and condition, except for damage occasioned by the
               act of Tenant. Owner's responsibility to maintain the fire
               suppression systems, heating and ventilation, electrical and
               mechanical systems on the Premises ends at the demarcation point
               where such systems enter the Premises. Tenant agrees to maintain
               the fire suppression systems, heating and ventilation, electrical
               and mechanical systems within the Premises from the demarcation
               point.

               Nothwithstanding anything to the contrary in this Article 7,
               Owner agrees to allow Tenant to connect to the Premises upon
               completion of the New Vault project, an additional One Hundred
               Fifty (150) amps of 480V 3 phase from the Building power source.
               All costs for the aforementioned installation shall be at
               Tenant's expense, and subject to review and approval of final
               plans by Owner. Tenant shall remit to Owner, upon completion of
               the New Vault project, Forty Five Thousand and 00/100
               ($45,000.00) Dollars as a reimbursement for Tenant's pro-rata
               share of the cost of the New Vault project.

               Owner, at its sole cost, shall provide lighting replacement,
               toilet room supplies, window washing with reasonable frequency,
               and daily janitorial service, during the times and in the manner
               that such services are customarily furnished in general office
               buildings in the area. Elevator service shall be provided to
               Premise on a 24 hour a day, seven day a week basis.

               Owner shall not be liable for damages, nor shall the rental
               herein reserved be abated, for failure to furnish or delay in
               furnishing any of the foregoing services, when such failure or
               delay is caused by an event of Force Majeur or by the making of
               necessary repairs to the Premises or Building (provided that
               Owner has used reasonable efforts not to interfere with or
               interrupt the conduct of Tenant's business at the Premises), nor
               shall the temporary failure to furnish any of such services due
               to such events be construed as an eviction of Tenant or relieve
               Tenant from the duty of observing and performing any of the
               provisions of this Lease.

        NEW:

               HVAC (HEATING, VENTILATING, AND AIR CONDITIONING)

                Owner grants Tenant the right to install, at Tenant's sole cost,
                its own HVAC equipment in Premises. This equipment shall be
                considered Tenant's trade fixture. Tenant's HVAC equipment shall
                be connected in a manner approved by the Building. Owner
                represents and warrants to Tenant that at all times during the
                Lease Term, or any extension 1(s), Owner shall have available
                for Tenant's heating and ventilation needs at the Premises not
                more than 70 tons of HVAC cooling capacity.

                Owner shall not be liable for damages, nor shall the rental
                herein reserved be abated, for Owner's failure to furnish or
                delay in furnishing HVAC cooling, when such failure or delay is
                caused by an event of Force Majeur or by the making of necessary
                repairs to the Premises or Building (provided that Owner has
                used reasonable efforts not to interfere with or interrupt the
                conduct of Tenant's business at the Premises), nor shall the
                temporary failure to furnish any of such services due to such
                events be construed as an eviction of Tenant or relieve Tenant
                from the duty of observing and performing any of the provisions
                of this Lease.

                Tenant shall pay to Owner within thirty (30) days of completion
                of the New Vault Project, as additional rent, a sum equal to
                Thirty Thousand & 00/100 ($30,000.00). In addition, Tenant shall
                pay within ten (10) days of invoice a quarterly fee for Tenant's
                pro rata, per ton share of the costs charged to all users of the
                cooling tower for Owner's costs and expenses of operating and

<PAGE>

                maintaining the cooling tower, including, but not limited to,
                chemical treatment, electrical usage and water consumption,
                maintenance contracts and security.

         ESSENTIAL POWER:

               Tenant shall have the right to connect up to a total of One
               Hundred Eighty (180) amps, 480V 3 phase Essential Power from
               Westin Building Essential Power System (Generator back up). It is
               understood that Essential Power will be in place upon completion
               of the New Vault and New Generator Plant, scheduled for early
               2000. Tenant shall pay to Owner as additional rent a one-time
               charge of One Hundred Twelve Thousand Five Hundred and 00/100
               ($112,500.00) Dollars, for the connections for this One Hundred
               Eighty (180) amps of 480v Essential Power, according to the
               following schedule:

<TABLE>
<CAPTION>

          ------ ---------------------------------- ----------------------------------- ----------------------------
                         DATE PAYMENT DUE                       AMOUNT DUE                     PAYMENT FOR:
          ------ ---------------------------------- ----------------------------------- ----------------------------
          ------ ---------------------------------- ----------------------------------- ----------------------------
          <S>    <C>                                <C>                                 <C>
          -      Upon completion of New Vault and   One Hundred Twelve Thousand Five    Connection of One Hundred
                 New Generator Plant                Hundred and 00/100 Dollars          Eighty (180) amps, 480 V,
                                                    ($112,500.00)                       3 phase
          ------ ---------------------------------- ----------------------------------- ----------------------------

</TABLE>

                Owner shall not be liable for damages, nor shall the rental
                herein reserved be abated, for Owner's failure to furnish or
                delay in furnishing Essential Power, when such failure or delay
                is caused by an event of Force Majeur or by the making of
                necessary repairs to the Premises or Building (provided that
                Owner has used reasonable efforts not to interfere with or
                interrupt the conduct of Tenant's business at the Premises), nor
                shall the temporary failure to furnish any of such services due
                to such events be construed as an eviction of Tenant or relieve
                Tenant from the duty of observing and performing any of the
                provisions of this Lease.

                Tenant shall pay any costs associated with connecting the
                Essential Power system from the riser to Tenant's Premises, as
                well as its pro rata share of any semi-annual maintenance costs,
                including maintenance, fuel, security and other costs necessary
                for the reliable operations of the Essential Power system.

<PAGE>

EXCEPT to the extent herein revised, amended or modified, all terms, conditions
and provisions of said Lease are hereby affirmed and ratified in all respects.

<TABLE>
<CAPTION>

OWNER:                                                   TENANT:
<S>                                               <C>
SIXTH & VIRGINIA PROPERTIES,                      InterNAP Network Services Corporation
  A Washington General Partnership                  A Washington Corporation

By Clise Properties, Inc., a Partner

By_____________________________                   By_____________________________

Its  __________________________                   Its ___________________________

Date __________________________                   Date __________________________


</TABLE>

I certify that I know or have satisfactory evidence that A.M. Clise is the
person who appeared before me and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of CLISE PROPERTIES, INC., a partner of SIXTH &
VIRGINIA PROPERTIES, a Washington general partnership, to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.


Dated______________________
                                        _______________________________________
                                                            Jennifer A. Richards
                                        _______________________________________
                                Notary Public in and for the State of Washington
                                                            Residing in Issaquah
                                       My appointment expires:  February 7, 2003



<PAGE>



                                    EXHIBIT A
                                   FLOOR PLAN