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                              INTERPACKET NETWORKS, INC.

                         NONQUALIFIED STOCK OPTION AGREEMENT


          THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is entered
into as of _____________________ by and between InterPacket Networks, Inc., a
California corporation (the "Company"), and _____________________ ("Optionee")
pursuant to the InterPacket Networks, Inc. 1998 Stock Option Plan, as amended
(the "Plan").  All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Plan.


                                   R E C I T A L S:
                                   - - - - - - - -


          A.   Optionee is an officer, employee, consultant or member of the
Board of Directors of the Company or of a direct or indirect subsidiary of the
Company (individually, a "Subsidiary" and collectively, the "Subsidiaries").

          B.   The Company desires to grant Optionee the right to purchase
shares of the Company's Common Stock, par value $.001 per share (the "Common
Stock"), pursuant to the terms and conditions of this Agreement and the Plan.


                                  A G R E E M E N T:
                                  - - - - - - - - -


          NOW, THEREFORE, in consideration of the covenants hereinafter set
forth,  the parties agree as follows:

          1.   OPTION; NUMBER OF SHARES.  The Company hereby grants to Optionee
the right (the "Option") to purchase up to a maximum of __________ shares (the
"Shares") of Common Stock at a price of $_______ per share (the "Option Price")
to be paid in accordance with Section 6 hereof.  This Option and the right to
purchase all or any portion of the Shares are subject to the terms and
conditions stated in this Agreement and in the Plan.

          2.   VESTING CRITERIA.  The Option shall vest in equal annual
installments with respect to ___% of the Shares, commencing on _________________
and as further set forth in Schedule A attached to this Agreement.  Such vesting
installments shall be cumulative, such that this Option may be exercised as to
any or all of the Shares covered by an installment at any time or times after
that installment becomes exercisable and until this Option expires or
terminates.

          3.   TERM OF AGREEMENT.  This Option, and Optionee's right to exercise
this Option, shall terminate when the first of the following occurs:
(a) termination pursuant to Sections 11, 15 or 16 of the Plan; (b) the
expiration of ten (10) years from the date hereof; or

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(c) 90 days after the date of termination of Optionee's employment or other
relationship with the Company and the Subsidiaries, unless such termination
results from Optionee's death or disability (within the meaning of
Section 22(e)(3) of the Code) or Optionee dies within 90 days after the date of
termination of Optionee's employment or consulting relationship with the Company
and the Subsidiaries, in which case this Agreement and the Option shall
terminate 180 days after the date of termination of Optionee's employment or
other relationship with the Company and the Subsidiaries.

          4.   TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.  The termination
for any reason of Optionee's employment or other relationship with the Company
and the Subsidiaries shall not accelerate the vesting of the Option or affect
the number of Shares with respect to which the Option may be exercised, and this
Option may only be exercised with respect to that number of Shares which could
have been purchased under the Option had the Option been exercised by Optionee
on the date of such termination.

          5.   DEATH OF OPTIONEE; NO ASSIGNMENT.  The rights of Optionee under
this Agreement may not be assigned or transferred except by will, by the laws of
descent or distribution and may be exercised during the lifetime of Optionee
only by such Optionee, provided that in the event of disability (within the
meaning of Section 22(e)(3) of the Code) of Optionee, a designee of Optionee (or
the Optionee's legal representative if Optionee has not designated anyone) may
exercise the Option on behalf of Optionee (provided the Option would have been
exercisable by Optionee) until the right to exercise the Option expires pursuant
to Section 3 hereof.  Any attempt to sell, pledge, assign, hypothecate, transfer
or otherwise dispose of the Option in contravention of this Agreement or the
Plan shall be void and shall have no effect.  If Optionee should die while
Optionee is engaged in an employment or other relationship with the Company
and/or any Subsidiary, and provided Optionee's rights hereunder shall have
vested, in whole or in part, pursuant to Section 2 hereof, Optionee's designee,
legal representative, or legatee, the successor trustee of Optionee's inter
vivos trust or the person who acquired the right to exercise the Option by
reason of the death of Optionee (individually, a "Successor") shall succeed to
Optionee's rights under this Agreement.  After the death of Optionee, only a
Successor may exercise the Option.

          6.   EXERCISE OF OPTION.  On or after the vesting of the Option in
accordance with Section 2 hereof and until termination of the Option in
accordance with Section 3 hereof, the Option may be exercised by Optionee (or
such other person specified in Section 5 hereof) to the extent exercisable as
determined under Section 2 hereof, upon delivery of the following to the Company
at its principal executive offices:

               (a)  a written notice of exercise which identifies this Agreement
and states the number of Shares (which may not be less than 100) or all of the
Shares (if less than 100 Shares then remain covered by the Option) then being
purchased;


                                          2.
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               (b)  a check, cash or any combination thereof in the amount of
the aggregate Option Price (or payment of the aggregate Option Price in such
other form of lawful consideration as the Committee may approve from time to
time under the provisions of Section 8 of the Plan);

               (c)  a check or cash in the amount reasonably requested by the
Company to satisfy the Company's withholding obligations under federal, state or
other applicable tax laws with respect to the taxable income, if any, recognized
by Optionee in connection with the exercise, in whole or in part, of the Option
(unless the Company and Optionee shall have made other arrangements for
deductions or withholding from Optionee's wages, bonus or other income paid to
Optionee by the Company or any Subsidiary, provided such arrangements satisfy
the requirements of applicable tax laws); and

               (d)  a written representation and undertaking, if requested by
the Company pursuant to Section 7(b) hereof, in such form and substance as the
Company may require, setting forth the investment intent of Optionee, or a
Successor, as the case may be, and such other agreements, representations and
undertakings as described in the Plan.

          7.   REPRESENTATIONS AND WARRANTIES OF OPTIONEE.

               (a)  Optionee represents and warrants that the Option is being
acquired by Optionee for Optionee's personal account, for investment purposes
only, and not with a view to the distribution, resale or other disposition
thereof.

               (b)  Optionee acknowledges that the Company may issue Shares upon
the exercise of the Option without registering such securities under the
Securities Act of 1933, as amended, on the basis of certain exemptions from such
registration requirement.  Accordingly, Optionee agrees that Optionee's exercise
of the Option may be expressly conditioned upon Optionee's delivery to the
Company of such representations and undertakings as the Company may reasonably
require in order to secure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not with
a present intention of selling or otherwise disposing of such Shares.

               (c)  Optionee acknowledges receipt of this Agreement granting the
Option, and the Plan, and understands that all rights and liabilities connected
with the Option are set forth herein and in the Plan.

          8.   NO RIGHTS AS A STOCKHOLDER.  Optionee shall have no rights as a
stockholder of any shares of Common Stock covered by the Option until the date
(the "Exercise Date") an entry evidencing such ownership is made in the stock
transfer books of the Company.  Except as may be provided under Section 11 of
the Plan, the Company will make no adjustment


                                          3.

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for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the Exercise Date.

          9.   LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE.  The inability
of the Company to obtain, from any regulatory body having jurisdiction, stock
exchange or quotation system, authority reasonably deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares of Common
Stock hereunder and under the Plan shall relieve the Company of any liability in
respect of the nonissuance or sale of such shares as to which such requisite
authority shall not have been obtained.

          10.  CONFIDENTIALITY.  Optionee agrees to hold in the strictest of
confidence all material information, including without limitation all financial
information, provided to Optionee by the Company, and further agrees not to use
such information for any purpose adverse to the Company, not to duplicate such
information or to deliver such information to any other person.

          11.  THIS AGREEMENT SUBJECT TO PLAN.  This Agreement is made under the
provisions of the Plan and shall be interpreted in a manner consistent with it.
To the extent that any provision in this Agreement is inconsistent with the
Plan, the provisions of the Plan shall control.  A copy of the Plan is being
provided to Optionee together with this Agreement.  A copy of the Plan is also
available to Optionee at the Company's principal executive offices upon request
and without charge.  The interpretation of the Committee of any provision of the
Plan, the Option or this Agreement, and any determination with respect thereto
or hereto by the Committee, shall be final, conclusive and binding on all
parties.

          12.  RESTRICTIVE LEGENDS.  Optionee hereby acknowledges that federal
securities laws and the securities laws of the state in which Optionee resides
may require the placement of certain restrictive legends upon the Shares issued
upon exercise of the Option, and Optionee hereby consents to the placing of any
such legends upon certificates evidencing the Shares as the Company, or its
counsel, may reasonably deem necessary; provided, however, that any such legend
or legends shall be removed when no longer applicable.

          13.  NOTICES.  All notices, requests and other communications
hereunder shall be in writing and, if given by telecopy, shall be deemed to have
been validly delivered 12 hours after confirmation of transmission to the fax
numbers set forth below, if sent during usual business hours; if given by
personal delivery, shall be deemed to have been validly served, given or
delivered upon actual delivery; and, if mailed, shall be deemed to have been
validly served, given or delivered three business days after deposit in the
United States mails, as registered or certified mail, with proper postage
prepaid and addressed to the party or parties to be notified, at the following
addresses (or such other address(es) as a party may designate for itself by like
notice):


                                          4.

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               If to the Company:

                    InterPacket Networks, Inc.
                    1901 Main Street, 2nd Floor
                    Santa Monica, CA  90405
                    Fax No.:  (310) 382-3310

               If to Optionee:

                    ___________________
                    __________________________
                    __________________________
                    Fax No.:  _________________

          14.  NOT AN EMPLOYMENT OR OTHER AGREEMENT.  Nothing contained in this
Agreement shall confer, intend to confer or imply any rights to an employment or
other relationship or rights to a continued employment or other relationship
with the Company and/or any Subsidiary in favor of Optionee or limit the ability
of the Company and/or any Subsidiary to terminate, with or without cause, in its
sole and absolute discretion, the employment or other relationship with
Optionee, subject to the terms of any written employment or other agreement to
which Optionee is a party.

          15.  GOVERNING LAW.  This Agreement shall be construed under and
governed by the laws of the State of Delaware without regard to the conflict of
law provisions thereof.

          16.  COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an original and both of which together shall be
deemed one Agreement.


                                          5.

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          IN WITNESS WHEREOF, the Company and Optionee have executed this
Agreement as of the date first above written.

                              THE COMPANY:

                              InterPacket Networks, Inc.,
                              a Delaware corporation



                              By:
                                   -------------------------
                                   Name:
                                   Title:


                              OPTIONEE:



                              ------------------------------
                              Name:


                                          6.