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                                                                 Exhibit 10.14

                                 INDEMNIFICATION
                                    AGREEMENT


         This Indemnification Agreement, made and entered into this ___ day
of ________ 2000 (the "Agreement"), by and between InterPacket Networks,
Inc., a Delaware corporation (the "Company"), and _________________ (the
"Indemnitee"):

         WHEREAS, highly competent persons have become more reluctant to
serve corporations as directors and/or officers unless they are provided with
adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation; and

         WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining
such persons; and

         WHEREAS, the Board of Directors of the Company (the "Board") has
determined that the increased difficulty in attracting and retaining such
persons is detrimental to the best interests of the Company's stockholders
and that the Company should act to assure such persons that there will be
increased certainty of such protection in the future; and

         WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so
that they will serve or continue to serve the Company free from undue concern
that they will not be so indemnified; and

         WHEREAS, each of Section 145 of the General Corporation Law of the
State of Delaware and the Company's Bylaws is nonexclusive, and therefore
contemplates that contracts may be entered into with respect to
indemnification of directors, officers and employees; and

         WHEREAS, Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition
that Indemnitee be so indemnified;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         Section 1. SERVICES BY INDEMNITEE. Indemnitee agrees to serve as a
_________ of the Company. Indemnitee may at any time and for any reason
resign or be removed from such position (subject to any other contractual
obligation or any obligation imposed by operation of law). This Agreement
shall continue in force after Indemnitee has ceased to serve as a ________ of
the Company.

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         Section 2. INDEMNIFICATION - GENERAL. The Company shall indemnify,
and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided
in this Agreement and (b) subject to the provisions of this Agreement, to the
fullest extent permitted by applicable law in effect on the date hereof and
as such law may be amended from time to time. The rights of Indemnitee
provided under the preceding sentence shall include, but shall not be limited
to, the rights set forth in the other Sections of this Agreement.

         Section 3. PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF
THE COMPANY. Subject to the provisions of this Agreement, Indemnitee shall be
entitled to the rights of indemnification provided in this Section 3 if, by
reason of his Corporate Status (as hereinafter defined), he is, or is
threatened to be made, a party to or a participant in any Proceeding (as
hereinafter defined), other than a Proceeding by or in the right of the
Company. Pursuant to this Section 3 but subject to the provisions of this
Agreement, Indemnitee shall be indemnified against all Expenses, judgments,
penalties, taxes, fines and amounts paid in settlement (including all
interest assessments and other charges paid or payable in connection
therewith) actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any
criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful.

         Section 4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to
the provisions of this Agreement, Indemnitee shall be entitled to the rights
of indemnification provided in this Section 4 if, by reason of his Corporate
Status, he is, or is threatened to be made, a party to or a participant in
any Proceeding brought by or in the right of the Company to procure a
judgment in its favor. Pursuant to this Section 4 but subject to the
provisions of this Agreement, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf in
connection with such Proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company; PROVIDED, HOWEVER, that, if applicable law so provides, no
indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company unless and to the extent that the Court
of Chancery of the State of Delaware, or the court in which such Proceeding
shall have been brought or is pending, shall determine that such
indemnification may be made.

         Section 5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR
PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of his Corporate Status, a party to
(or a participant in) and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified to the maximum extent permitted by law
against all Expenses actually and reasonably incurred by him or on his behalf
in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully
resolved claim,

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issue or matter. For purposes of this Section 5 and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to
such claim, issue or matter.

         Section 6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, he shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

         Section 7. ADVANCEMENT OF EXPENSES. Notwithstanding any provision of
this Agreement to the contrary, the Company shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding in which Indemnitee is involved with by reason of Indemnitee's
Corporate Status within fifteen (15) days after the receipt by the Company of
a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or
accompanied by an undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified against such Expenses. Any such advance and
undertakings to repay pursuant to this Section 7 shall be unsecured and
interest free.

     Section 8. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

              (a) To obtain indemnification under this Agreement, Indemnitee
shall submit to the Chief Executive Officer of the Company a written request,
including therein or therewith such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The
Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification.

              (b) Upon written request by Indemnitee for indemnification
pursuant to Section 8(a) hereof, a determination with respect to Indemnitee's
entitlement thereto shall be made in the specific case: (i) if a Change in
Control (as hereinafter defined) shall have occurred, by Independent Counsel
(as hereinafter defined) in a written opinion to the Board, a copy of which
shall be delivered to Indemnitee; or (ii) if a Change in Control shall not
have occurred, (A) by a majority vote of the Disinterested Directors (as
hereinafter defined), even though such Disinterested Directors represent less
than a quorum of the Board, or (B) if there are no such Disinterested
Directors or, if such Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee or (C) if so directed by the Board, by the stockholders of the
Company; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within thirty (30) days
after such determination. Indemnitee shall cooperate with the person, persons
or entity making such determination with respect to Indemnitee's entitlement
to indemnification, including

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providing to such person, persons or entity upon reasonable advance request
any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or expenses (including
attorneys' fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne
by the Company (irrespective of the determination as to Indemnitee's
entitlement to indemnification) and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.

              (c) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 8(b)
hereof, the Independent Counsel shall be selected as provided in this Section
8(c). If a Change in Control shall not have occurred, the Independent Counsel
shall be selected by the Disinterested Directors or, if there are no such
Disinterested Directors, by the Board, and the Company shall give written
notice to Indemnitee advising him of the identity of the Independent Counsel
so selected. If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection by made by the Board, in which event the preceding sentence
shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10)
days after such written notice of selection shall have been given, deliver to
the Company or to Indemnitee, as the case may be, a written objection to such
selection; PROVIDED; HOWEVER, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the
requirements of "Independent Counsel" as defined in Section 17 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so
made and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or the Court
of Chancery of the State of Delaware or other court of competent jurisdiction
has determined that such objection is without merit. If, within twenty (20)
days after submission by Indemnitee of a written request for indemnification
pursuant to Section 8(a) hereof, no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition
the Court of Chancery of the State of Delaware or other court of competent
jurisdiction for resolution of any objection which shall have been made by
the Company or Indemnitee to the other's selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the
Court of Chancery of the State of Delaware or by such other person as the
Court of Chancery of the State of Delaware shall designate, and the person
with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 8(b) hereof. Upon
the due commencement of any judicial proceeding or arbitration pursuant to
Section 10(a) of this Agreement, Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).

              (d) The Company shall not be required to obtain the consent of
Indemnitee to the settlement of any Proceeding which the Company has undertaken
to defend if the Company

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assumes full and sole responsibility for such settlement and the settlement
grants Indemnitee a complete and unqualified release in respect of the
potential liability. Indemnitee shall not unreasonably withhold his consent
to any proposed settlement; PROVIDED, HOWEVER, that the Company shall not
settle any proceeding in any manner that would impose any penalty or
limitation on Indemnitee without his written consent. The Company shall not
be liable for any amount paid by Indemnitee in settlement of any Proceeding
unless the Company has consented to such settlement, which consent shall not
be unreasonably withheld.

     Section 9. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS; LIMITATIONS
ON INDEMNIFICATION.

              (a) In making a determination with respect to entitlement to
indemnification under this Agreement, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 8(a) of this Agreement, and
the Company shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any
determination contrary to that presumption. Neither the failure of the
Company (including by its directors or Independent Counsel) to have made a
determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or Independent
Counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.

              (b) If the person, persons or entity empowered or selected
under Section 8 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within sixty (60) days
after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of
such indemnification under applicable law; PROVIDED, HOWEVER, that such sixty
(60) day period may be extended for a reasonable time, not to exceed an
additional thirty (30) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided, further,
that the foregoing provisions of this Section 9(b) shall not apply (i) if the
determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 8(b) of this Agreement and if (A) within
fifteen (15) days after receipt by the Company of the request for such
determination, the Board has resolved to submit such determination to the
stockholders for their consideration at an annual meeting thereof to be held
within seventy-five (75) days after such receipt and such determination is
made thereat, or (B) a special meeting of stockholders is called within

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fifteen (15) days after such receipt for the purpose of making such
determination, such meeting is held for such purpose within sixty (60) days
after having been so called and such determination is made thereat, or (ii)
if the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 8(b) of this Agreement.

              (c) The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea
of NOLO CONTENDERE or its equivalent, shall not (except as otherwise
expressly provided in this Agreement or as otherwise required by law) of
itself adversely affect the right of Indemnitee to indemnification or create
a presumption that Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that his conduct was unlawful.

              (d) For purposes of any determination of Good Faith, Indemnitee
shall be deemed to have acted in Good Faith if Indemnitee's action is based
on the records or books of account of the Company, including financial
statements, or on information supplied to Indemnitee by any officer of the
Company in the course of his or her duties, or on the advice of legal counsel
for the Company or on information or records given or reports made to the
Company by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Company. The provisions of
this Section 9(d) shall not be deemed to be exclusive or to limit in any way
the other circumstances in which Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.

              (e) The knowledge and/or actions, or failure to act, of any
director, officer, agent or employee of the Company shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under
this Agreement.

              (f) Notwithstanding any other provision of this Agreement, no
indemnification shall be paid or Expenses reimbursed under this Agreement on
account of any judgment rendered against Indemnitee (i) in a matter for which
indemnification is not permitted under applicable law (federal or state) or
(ii) for an accounting of profits made from the purchase and sale of
securities of the Company under Section 16 of the Securities Exchange Act of
1934, as amended. Any provision herein to the contrary notwithstanding, the
Company shall not be obligated pursuant to the terms of this Agreement to
indemnify Indemnitee or otherwise act in violation of any undertaking
appearing in and required by the rules and regulations promulgated under the
Securities Act in any registration statement filed with the Securities and
Exchange Commission under the Securities Act. Indemnitee acknowledges that
paragraph (h) of Item 512 of Regulation S-K currently generally requires the
Company to undertake in connection with any registration statement filed
under the Act to submit the issue of the enforceability of Indemnitee's
rights under this Agreement in connection with any liability under the
Securities Act on public policy grounds to a court of appropriate
jurisdiction and to be governed by any final adjudication of such issue.
Indemnitee specifically agrees that any such undertaking shall supersede the
provisions of this Agreement and to be bound by any such undertaking.

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     Section 10. REMEDIES OF INDEMNITEE.

              (a) In the event that (i) a determination is made pursuant to
Section 8 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not
timely made pursuant to Section 7 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section
8(b) of this Agreement within ninety (90) days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification required
under Sections 5 or 6, the last sentence of Section 8(b) or the last sentence
of Section 17(h) of this Agreement is not made within fifteen (15) days after
receipt by the Company of a written request therefor, or (v) payment of
indemnification pursuant to Sections 3 or 4 of this Agreement is not made
within thirty (30) days after a determination has been made that Indemnitee
is entitled to indemnification, Indemnitee shall be entitled to an
adjudication by the Court of Chancery of the State of Delaware of his
entitlement to such indemnification or advancement of Expenses.
Alternatively, in accordance with this Section 10, Indemnitee, at his option,
may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an
adjudication or an award in arbitration within one hundred eighty (180) days
following the date on which Indemnitee first has the right to commence such
proceeding pursuant to this Section 10(a); PROVIDED, HOWEVER, that the
foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 5 of this Agreement. The
Company shall not oppose Indemnitee's right to seek any such adjudication or
award in arbitration.

              (b) In the event that a determination shall have been made
pursuant to Section 8(b) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 10 shall be conducted in all respects as a DE NOVO trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason
of that adverse determination.

              (c) If a determination shall have been made pursuant to Section
8(b) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Section 10, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee's statement not materially misleading, in connection with
the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.

              (d) In the event that Indemnitee, pursuant to this Section 10,
seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Company, and shall be indemnified by
the Company against, any and all expenses (of the types described in the
definition of Expenses in Section 17 of this Agreement) actually and
reasonably incurred by him in such judicial adjudication or arbitration, but
only if (and only to the extent) he prevails therein.

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If it shall be determined in said judicial adjudication or arbitration that
Indemnitee is entitled to receive part but not all of the indemnification or
advancement of Expenses sought, the expenses incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be
appropriately prorated.

              (e) The Company shall be precluded from asserting in any
judicial preceding or arbitration commenced pursuant to this Section 10 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement.

     Section 11. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

              (a) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Company's Certificate of Incorporation, the Company's Bylaws, any
other agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in the General Corporation Law of the State of Delaware,
whether by statute or judicial decision, permits greater indemnification or
advancement of Expenses than would be afforded currently under the Company's
Bylaws and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
such change. No right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right and remedy shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.

              (b) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers,
employees, or agents of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which such
person serves at the request of the Company, Indemnitee shall be covered by
such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director, officer, employee or
agent under such policy or policies.

              (c) In the event of any payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, and Indemnitee shall execute all papers
required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.

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              (d) The Company shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable (or for which advancement
is provided hereunder) hereunder if and to the extent that Indemnitee has
otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.

              (e) The Company's obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

     Section 12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Company and its successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company) and shall inure
to the benefit of Indemnitee and his heirs, executors and administrators. In
the event that the Company shall be a constituent corporation in a
consolidation, merger or other reorganization, the Company, if it shall not
be the surviving, resulting or acquiring company therein, shall require as a
condition thereto that the surviving, resulting or acquiring company agree to
indemnify Indemnitee to the full extent provided herein. Whether or not the
Company is the resulting, surviving or acquiring company in any such
transaction, Indemnitee shall also stand in the same position under this
Agreement with respect to the resulting, surviving or acquiring company as he
would have with respect to the Company if its separate existence had
continued. The Company shall require and cause any successor (whether direct
or indirect, by purchase, merger, consolidation, or otherwise) to all,
substantially all, or a substantial part of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.

     Section 13. SEVERABILITY. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including without limitation, each
portion of any Section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.

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     Section 14. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF
EXPENSES. Notwithstanding any other provision of this Agreement, but subject
to Section 10(d) hereof, Indemnitee shall not be entitled to indemnification
or advancement of Expenses under this Agreement with respect to any
Proceeding brought by Indemnitee, or any claim therein, unless the bringing
of such Proceeding or making of such claim shall have been approved by the
Board.

     Section 15. IDENTICAL COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same
Agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of
this Agreement.

     Section 16. HEADINGS. The headings of the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.

     Section 17. DEFINITIONS. For purposes of this Agreement:

              (a) "Change of Control" means a change in control of the
Company occurring after the Effective Date of a nature that would be required
to be reported in response to Schedule 14A of Regulation 14A (or in response
to any similar schedule or form) promulgated under the Securities Exchange
Act of 1934 (the "Act"), whether or not the Company is then subject to such
reporting requirement; PROVIDED, HOWEVER, that, without limitation, such a
Change in Control shall be deemed to have occurred if after the Effective
Date (i) any "person" (as such term is used in Section 13(d) and 14(d) of the
Act) (other than (A) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or (B) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities without
the prior approval of at least two-thirds of the members of the Board in
office immediately prior to such person attaining such percentage interest;
(ii) there occurs a proxy contest, or the Company is a party to a merger,
consolidation, sale of assets, plan of liquidation or other reorganization
not approved by at least two-thirds of the members of the Board then in
office, as a consequence of which members of the Board in office immediately
prior to such transaction or event constitute less than a majority of the
Board thereafter; or (iii) during any period of two (2) consecutive years,
other than as a result of an event described in clause (a)(ii) of this
Section 17, individuals who at the beginning of such period constituted the
Board (including for this purpose any new director whose election or
nomination for election by the Company's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute
at least a majority of the Board.

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              (b) "Corporate Status" describes the status of a person who is
or was a director and/or officer of the Company, of any subsidiary of the
Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which such person is or was serving
at the request of the Company.

              (c) "Disinterested Director" means a director of the Company
who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.

              (d) "Effective Date" means _____________, 2000.

              (e) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees or experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or
preparing to be a witness in, or otherwise participating in, a Proceeding.

              (f) "Good Faith" shall mean Indemnitee having acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal
Proceeding, having had no reasonable cause to believe Indemnitee's conduct
was unlawful.

              (g) "Independent Counsel" means a law firm, or a member of a
law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five (5) years has been, retained to represent:
(i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements),
or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to
determine Indemnitee's rights under this Agreement. The Company agrees to pay
the reasonable fees and expenses of the Independent Counsel referred to above
and to fully indemnify such counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.

              (h) "Proceeding" includes any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought by or in the right of the
Company or otherwise, including any counterclaims therein, and whether civil,
criminal, administrative or investigative, in which Indemnitee was, is or
will be involved as a party or otherwise, by reason of the fact of
Indemnitee's Corporate Status, by reason of any action taken by him or of any
inaction on his part while acting as director and/or officer of the Company
or

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<PAGE>

any subsidiary of the Company or by reason of the fact that he is or was
serving at the request of the Company as a director, officer, employee or
agent of any other corporation, partnership, joint venture, trust or other
enterprise, in each case whether or not (i) the claim arose, or is based on
facts occurring, before or after the Effective Date and (ii) he is acting or
serving in any such capacity at the time any liability or expense is incurred
for which indemnification or advancement of expenses can be provided under
this Agreement.

     Section 18. ENFORCEMENT.

              (a) The Company expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to continue to serve as a director and/or
officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director and/or officer of the
Company.

              (b) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof.

     Section 19. MODIFICATION AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.

     Section 20. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify
the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to
any Proceeding or matter which may be subject to indemnification or
advancement of Expenses covered hereunder. The failure of Indemnitee to so
notify the Company shall not relieve the Company of any obligation which it
may have to Indemnitee under this Agreement or otherwise, except to the
extent the Company is materially prejudiced by such failure.

     Section 21. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed, or (ii) mailed
by certified or registered mail with postage prepaid, on the third business
day after the date on which it is so mailed:

                  (a)      If to Indemnitee, to:

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<PAGE>

                           Telephone:___________________________
                           Facsimile:___________________________

                  (b)      If to the Company, to:

                           InterPacket Networks, Inc.
                           1901 Main Street, Second Floor
                           Santa Monica, California 90405
                           Telephone:       (310) 382-3300
                           Facsimile:       (310) 382-3310
                           Attention:  Chief Executive Officer

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

     Section 22. CONTRIBUTION. To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any
claim relating to an indemnifiable event under this Agreement, in such
proportion as is deemed fair and reasonable in light of all of the
circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (as its directors, officers, employees and
agents) and Indemnitee in connection with such event(s) and/or
transactions(s).

     Section 23. GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS. This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of
laws rules. Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 10(a) of this Agreement, the Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be
brought only in the Court of Chancery of the State of Delaware (the "Delaware
Court"), and not in any other state or federal court in the United States of
America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii)
appoint, to the extent such party is not a resident of the State of Delaware,
irrevocably __________________________________________________________ as its
agent in the State of Delaware as such party's agent for acceptance of legal
process in

                                       13

<PAGE>

connection with any such action or proceeding against such party with the
same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court, and (v) waive, and agree not
to plead or to make, any claim that any such action or proceeding brought in
the Delaware Court has been brought in an improper or otherwise inconvenient
forum.

     Section 24. MISCELLANEOUS. Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.















                                       14


<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

                                    INTERPACKET NETWORKS, INC.


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



                                    INDEMNITEE


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







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