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                                                                 EXHIBIT 10.20

[LOGO]                                               Master Agreement No. 1103

                    MASTER AGREEMENT TO LEASE EQUIPMENT

THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this "Agreement") is entered into
as of January 20, 1998 by and between CISCO SYSTEMS CAPITAL CORPORATION
("Lessor") having its principal place of business at 3535 Garrett Drive,
Santa Clara, California 95054 and INTERNAP NETWORK SERVICES CORPORATION, a
_______________________ corporation ("Lessee"), having a principal place of
business at 2001 6th Avenue, Suite 800, Seattle, WA, 98121. In consideration
of the covenants set forth herein, Lessor and Lessee have agreed as follows:

                                I. THE LEASE

1.1       LEASE OF EQUIPMENT. In accordance with the terms and conditions of
          this Agreement, Lessor shall lease to Lessee, and Lessee shall
          lease from Lessor, the units of personal property (individually, a
          "Unit," and, collectively, the "Equipment") described in the lease
          schedule(s) (each, a "Lease") to be entered into from time to time
          into which this Agreement is incorporated. Each Lease shall
          constitute a separate, distinct, and independent lease and
          contractual obligation of Lessee. Lessor or its assignee shall at
          all times retain the full legal title to the Equipment, it being
          expressly agreed by both parties that each Lease is an agreement of
          lease only. Notwithstanding any provision to the contrary contained
          in this Agreement, Lessee shall be deemed to accept the Equipment
          on the Commencement Date (as specified in each Lease).

1.2       TERM OF LEASE. The original term (the "Original Term") of each Unit
          shall commence on the Commencement Date and, subject to Sections 3.3
          and 3.5 below, shall terminate on the date specified in such Lease.
          Notwithstanding the foregoing, the Original Term for each Unit shall
          automatically extend for successive 30-day periods after its
          expiration unless either party gives the other party written notice,
          at least 90 days prior to the expiration of the Original Term or the
          then extended term, as the case may be, of its intent not to so
          extend the applicable Lease. Except as specifically provided in this
          Section 1.2, no Lease may be terminated by Lessor or Lessee, for any
          reason whatsoever, prior to the end of the Original Term or any
          extended term.

1.3       RENTAL PAYMENTS. Lessee shall pay Lessor rent ("Rent") for each Unit
          in the amounts and at the times specified in the Lease. The Lease
          Term for each Unit shall commence on the Commencement Date and shall
          continue for the period specified in the Lease, [unless otherwise
          extended pursuant to Section __ below]. The Lease Term as to any Unit
          may not be terminated by Lessee unless otherwise expressly provided
          in the Lease. All rental and other amounts payable by Lessee to
          Lessor hereunder shall be paid to Lessor at the address specified
          above, or at such other place as Lessor may designate in writing to
          Lessee from time to time.

1.4       RETURN OF EQUIPMENT. Upon expiration of the Original Term of a Unit,
          Lessee shall immediately return such Unit to Lessor as provided in
          Section 3.3 below. Except as provided in Section 1.2 above, should
          Lessee not return any Unit at the end of its Original Term, Lessee
          shall continue to pay Rent to Lessor with respect to such Unit in
          the sum and on the due dates set out in the applicable Lease, as a
          month-to-month lease, until such Unit is returned by Lessee. If
          Lessee fails to return any of the Equipment upon demand therefor by
          Lessor, Lessee shall pay Lessor, as the measure of Lessor's damages,
          the Casualty Value (as defined in the applicable Lease) of such
          Equipment.

                    II. DISCLAIMERS AND WARRANTIES; INTELLECTUAL PROPERTY

2.1       DISCLAIMERS; WARRANTIES. Lessee represents and acknowledges that
          each Unit is of a size, design, capacity and manufacture selected by
          it, and that it is satisfied that each Unit is suitable for its
          purposes. LESSOR SUPPLIES THE EQUIPMENT AS IS, AND, NOT BEING THE
          MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER'S AGENT OR THE
          SELLER'S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS
          OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
          PURPOSE, DESIGN OR CONDITION OF THE EQUIPMENT, LESSOR SHALL NOT BE
          RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE INSTALLATION,
          OPERATION OR OTHER USE, OR DEINSTALLATION OF THE EQUIPMENT,
          INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL OR
          CONSEQUENTIAL DAMAGE OR LOSS. Lessee shall look solely to the
          manufacturer or the supplier of Equipment for correction of any
          problems that may arise with respect thereto, and all warranties
          made by the manufacturer or such supplier are, to the degree
          possible, hereby assigned to Lessee for the term of the applicable
          Lease. To the extent any such warranty requires performance of any
          kind by the beneficiary of the warranty, Lessee shall perform in
          accordance therewith.

2.2       INTELLECTUAL PROPERTY. Except as otherwise expressly provided in
          each Lease, LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER
          WITH RESPECT TO THE INTELLECTUAL PROPERTY RIGHTS, INCLUDING, WITHOUT
          LIMITATION, ANY PATENT, COPYRIGHT AND TRADEMARK RIGHTS, OF ANY THIRD
          PARTY WITH RESPECT TO THE EQUIPMENT, WHETHER RELATING TO
          INFRINGEMENT OR OTHERWISE. Lessor shall, at Lessee's cost and expense,
          exercise, when requested by Lessee, rights of indemnification, if
          any, for patent, copyright or other intellectual property
          infringement obtained from the manufacturer under any agreement for
          purchase of the Equipment. If notified promptly in writing of any
          action brought against Lessee based on a claim that the Equipment
          infringes a United States patent, copyright or other intellectual
          property right, Lessor shall promptly notify the manufacturer
          thereof for purposes of exercising, for the benefit of Lessee,
          Lessor's rights with respect to such claim under any such agreement.

                              III. COVENANTS OF LESSEE

3.1       PAYMENTS UNCONDITIONAL; TAX BENEFITS; ACCEPTANCE. EACH LEASE SHALL
          BE A NET LEASE, AND LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER
          SUMS THEREUNDER, AND THE RIGHTS OF LESSOR IN AND TO SUCH PAYMENTS,
          SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY
          ABATEMENT, REDUCTION, SETOFF, DEFENSE, COUNTERCLAIM, INTERRUPTION,
          DEFERMENT OR RECOUPMENT, FOR ANY REASON WHATSOEVER. It is the intent
          of Lessor, and an inducement to Lessor, to enter into each Lease, to
          claim all available tax benefits of ownership with respect to the
          Equipment subject thereto. Lessee acknowledges and represents that
          (a) no right, title or interest in such Equipment has been or is
          intended to be passed to Lessee, other than the right to maintain
          possession of and use of such Equipment for the Original Term of
          such Lease, conditioned on Lessee's performance of the terms and
          conditions of such Lease, (b) Lessee has not taken and will not, at
          any time during the Original Term of such Lease, take any action
          which could cause Lessor to lose any tax benefits of ownership, and
          (c) the Casualty Value of each Unit (as defined in the applicable
          Lease) includes an amount which provides for Lessor's recovery of
          the loss of such tax benefits. Lessee's acceptance of the Equipment
          subject to a Lease shall be conclusively and irrevocably evidenced
          by Lessee executing an Acceptance Certificate with respect to such
          Equipment, and,

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          upon acceptance, such Lease shall be noncancellable for its
          Original Term unless otherwise agreed to in writing by Lessor. Any
          nonpayment of Rent or other amounts payable under any Lease shall
          result in Lessee's obligation to promptly pay Lessor as additional
          Rent on such overdue payment, for the period of time during which
          it is overdue (without regard to any grace period), interest at a
          rate equal to the lesser of (a) 14% per annum, or (b) the maximum
          rate of interest permitted by law.

3.2       USE OF EQUIPMENT. Lessee shall use the Equipment solely in the
          conduct of its business, in a manner and for the use contemplated by
          the manufacturer thereof, and in compliance with all laws, rules and
          regulations of every governmental authority having jurisdiction over
          the Equipment or Lessee and with the provisions of all policies of
          insurance carried by Lessee pursuant to Section 3.6 below; provided,
          however, Lessee shall have the right to allow third parties, under
          Lessee's supervision, to use the Equipment, so long as Lessee shall
          retain uninterrupted possession and control of the Equipment. Lessee
          shall pay all costs, expenses, fees and charges incurred in
          connection with the use and operation of the Equipment.

3.3       DELIVERY; INSTALLATION; RETURN; MAINTENANCE AND REPAIR; INSPECTION.
          Lessee shall be solely responsible, at its own expense, for (a) the
          delivery of the Equipment to Lessee, (b) the packing, rigging and
          delivery of the Equipment back to Lessor, upon expiration of the
          Original Term, in good repair, condition and working order, ordinary
          wear and tear excepted, at the location(s) within the continental
          United States specified by Lessor, and (c) the installation,
          de-installation, maintenance and repair of the Equipment. During the
          term of the applicable Lease, Lessee shall ensure that each Unit is
          covered by a maintenance agreement, to the extent available, with
          the manufacturer of such Unit or such other party, reasonably
          acceptable to Lessor. Lessee shall, at its expense, keep the
          Equipment in good repair, condition and working order, ordinary wear
          and tear excepted, and, at the expiration of the Original Term, or
          any renewal term, with respect to any of the Equipment, have such
          Equipment inspected and certified acceptable for maintenance service
          by the manufacturer. In the event any of the Equipment, upon its
          return to Lessor, is not in good repair, condition and working
          order, ordinary wear and tear excepted, Lessee shall be obligated to
          pay Lessor for the out-of-pocket expenses Lessor incurs in bringing
          such Equipment up to such status, but not in excess of the Casualty
          Value (as defined in the applicable Lease) for such Equipment,
          promptly alter its receipt of an invoice for such expenses. Lessor
          shall be entitled to inspect the Equipment at Lessee's location at
          reasonable times.

3.4       TAXES. Lessee shall be obligated to pay, and hereby indemnifies
          Lessor and its successors and assigns against, and holds each of
          them harmless from, all license fees, assessments, and sales, use,
          property, excise and other taxes and charges, other than those
          measured by Lessor's net income, now or hereafter imposed by any
          governmental body or agency upon or with respect to any of the
          Equipment, or the possession, ownership, use or operation thereof,
          or any Lease or the consummation of the transactions contemplated in
          any Lease or this Agreement. Notwithstanding the foregoing, Lessor
          shall file all required personal property tax returns, and shall pay
          all personal property taxes payable, with respect to the Equipment,
          Lessee shall pay to Lessor, as additional rental, the amount of all
          such personal property taxes within 15 days of its receipt of an
          invoice for such taxes.

3.5       LOSS OF EQUIPMENT. Lessee shall bear the entire risk of the
          Equipment being lost, destroyed or otherwise rendered permanently
          unfit or unavailable for use from any cause whatsoever (an "Event of
          Loss") after it has been delivered to a common carrier for shipment
          to Lessee. If an Event of Loss shall occur with respect to any Unit,
          Lessee shall promptly and fully notify Lessor thereof in writing. On
          the rental payment date following Lessor's receipt of such notice,
          Lessee shall pay to Lessor an amount equal to the rental payment or
          payments due and payable with respect to such Unit on or prior to
          such date, plus a sum equal to the Casualty Value of such Unit as of
          the date of such payment, as set forth in such Lease. Upon the
          making of such payment by Lessee regarding any Unit, the rental for
          such Unit shall cease to accrue, the term of this Lease as to such
          Unit shall terminate and (except in the case of loss, theft or
          complete destruction) Lessor shall be entitled to recover possession
          of such Unit in accordance with the provisions of Section 3.3 above.
          Provided that Lessor has received the Casualty Value for any Unit,
          Lessee shall be entitled to the proceeds of any recovery in respect
          of such Unit from insurance or otherwise.

3.6       INSURANCE. Lessee shall obtain and maintain for the entire term of
          each Lease, at its own expense, property damage and liability
          insurance and insurance against loss or damage to the Equipment
          subject to such Lease including, without limitation, loss by fire
          (including so-called extended coverage), theft and such other risks
          of loss as are normally maintained on equipment of the type leased
          hereunder by company's carrying on the business in which Lessee is
          engaged, in such amounts, in such form and with such insurers as
          shall be satisfactory to Lessor. Each insurance policy will name
          Lessee as insured and Lessor as an additional insured and loss payee
          thereof as Lessor's interests may appear, and shall provide that it
          may not be canceled or altered without at least 30 days prior
          written notice thereof being given to Lessor or its successors and
          assigns.

3.7       INDEMNITY. Except with respect to the gross negligence or willful
          misconduct of Lessor, Lessee hereby indemnifies, protects, defends
          and holds harmless Lessor and its successors and assigns, from and
          against any and all claims, demands, actions, suits, and
          proceedings, losses costs, expenses, damages and liabilities,
          including, without limitation, reasonable attorneys' fees and costs
          (collectively, "Claims"), arising out of, connected with, or
          resulting from this Agreement, any Lease or any of the Equipment,
          including, without limitation, the manufacture, selection, purchase,
          delivery, possession, condition, use, operation, or return of the
          Equipment. Each of the parties shall give the other prompt written
          notice of any Claim of which it becomes aware. The provisions of
          this Section 3.7 shall survive the expiration or termination of this
          Agreement or any Lease.

3.8       PROHIBITIONS RELATED TO EQUIPMENT. Without the prior written consent
          of Lessor, which consent as it pertains to subsections (a) and (c)
          below shall not be unreasonably withheld, Lessee shall not: (a)
          sublease any of the Equipment (provided that Lessee may, without the
          prior written consent of Lessor, permit any Affiliate (defined
          below) of Lessee to use any of the Equipment in the ordinary course
          of its business); (b) create or incur, or permit to exist, any lien
          or encumbrance with respect to any of the Equipment, or any part
          thereof; (c) move any of the Equipment from the location at which it
          is first installed; or (d) permit any of the Equipment to be moved
          outside the continental limits of the United States. For purposes of
          this Agreement, the term "Affiliate" shall mean (i) any corporation
          which controls, is controlled by, or under common control with
          Lessee, (ii) any corporation resulting from the merger or
          consolidation of Lessee, or (iii) any entity which acquires all of
          the assets of Lessee as a going concern. For purposes of this
          Section 3.8, the term "control" shall mean the power to direct the
          management of the relevant entity.

3.9       IDENTIFICATION. Lessee shall place and maintain permanent
          markings provided by Lessor on each Unit evidencing ownership,
          security and other interests therein, as specified from time to
          time by Lessor. Lessee shall not place or permit to be placed on
          any Unit any other markings that might indicate any other ownership
          or security interest in such Unit. Any markings on any Unit not
          made at Lessor's request shall be removed by Lessee, at Lessee's
          sole cost and expense, prior to the return of such Unit in
          accordance with Section 3.3.

3.10      ALTERATIONS OR MODIFICATIONS. Lessee shall not make any additions,
          attachments, alterations or improvements to the Equipment without
          the prior written consent of Lessor. At any time during the Original
          Term of a Lease, there may be added to such Lease additional Units
          of the same type as are rented thereunder for a term equal to the
          remaining portion of such Original Term and, subject to the terms
          and conditions hereof, at the Rent applicable to such Units for such
          term at the time the order for such Units is placed, provided that
          the order is in writing and accepted by Lessor. Such acceptance
          shall be at the sole discretion of Lessor. Each addition,
          attachment, alteration or improvement to any Unit shall belong to
          and become the property of Lessor unless, at the request of Lessor,
          it is removed prior to the return of such Unit by Lessee. Lessee
          shall be responsible for all costs relating to such removal and
          shall restore such Unit to its operating condition that existed at
          the time it became subject to the applicable Lease.

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3.11      EQUIPMENT TO BE PERSONAL PROPERTY. Lessee acknowledges and
          represents that the Equipment shall be and remain personal property,
          notwithstanding the manner in which it may be attached or affixed to
          realty, and Lessee shall do all acts and enter into all agreements
          necessary to ensure that the Equipment remains personal property.

3.12      FINANCIAL STATEMENTS. Lessee shall promptly furnish to Lessor such
          financial or other statements respecting the condition and
          operations of Lessee, and information respecting the Equipment, as
          Lessor may from time to time reasonably request.

3.13      LESSEE REPRESENTATIONS. Lessee hereby represents that, with respect
          to this Agreement and each Lease: (a) the execution, delivery and
          performance thereof by Lessee have been duly authorized by all
          necessary corporate action; and (b) the individual executing such
          document is duly authorized to do so; (c) such document constitutes
          legal, valid and binding obligations of Lessee, enforceable in
          accordance with its terms.

                              IV. DEFAULT AND REMEDIES

4.1       EVENTS OF DEFAULT. The occurrence of any of the following shall
          constitute an Event of Default hereunder: (a) Lessee shall fail to
          pay any rental or other payment due hereunder within five (5) days
          after its receipt of notice of nonpayment; (b) any representation or
          warranty of Lessee made in this Agreement, any Lease, or in any
          document furnished pursuant to the provisions of this Agreement or
          otherwise, shall prove to have been false or misleading in any
          material respect as of the date when it was made; (c) Lessee shall
          fail to perform any covenant, condition or agreement made by it
          under any Lease, and such failure shall continue for twenty (20)
          days after its receipt of notice thereof; (d) bankruptcy,
          receivership, insolvency, reorganization, dissolution, liquidation
          or other similar proceedings shall be instituted by or against
          Lessee or all or any part of its property under the Federal
          Bankruptcy Code or other law of the United States or of any other
          competent jurisdiction, and, if such proceeding is brought against
          Lessee, it shall consent thereto or shall fail to cause the same to
          be discharged within thirty (30) days after it is filed; (e) Lessee
          shall default under any agreement with respect to the purchase or
          installation of any of the Equipment; or (f) Lessee or any guarantor
          of Lessee's obligations under any Lease shall default under any
          other agreement with Lessor or Cisco Systems, Inc.

4.2       REMEDIES. If an Event of Default hereunder shall occur and be
          continuing, Lessor may exercise any one or more of the following
          remedies: (a) terminate any or all of the Leases and Lessee's rights
          thereunder; (b) proceed, by appropriate court action or actions,
          either at law or in equity, to enforce performance by Lessee of the
          applicable covenants of any or all of the Leases or to recover
          damages for the breach thereof; (c) recover from Lessee an amount
          equal to the sum of (i) all amounts due under any or all of the
          Leases on or before the Lessor giving Lessee written notice that
          such Event of Default has occurred and, if Lessor obtains a judgment
          against Lessee with respect to such Event of Default, the entry of
          such judgment, whichever shall last occur, (ii) as liquidated
          damages for loss of a bargain and not as a penalty, the present
          value of the balance of all rentals and other sums payable
          thereunder and hereunder, without any presentment, demand, protest
          or further notice (all of which are hereby expressly waived by
          Lessee), discounted at a rate equal to the rate for United States
          Treasury Bills, as the case may be, as shown in the Wall Street
          Journal, with a maturity which is closest to the balance of the term
          of such Lease (the "Discount Rate") as of the date of the payment of
          such amount, and (iii) any loss or damage to the Lessor's residual
          interest in the Equipment caused by such Event of Default; (d)
          personally, or by its agents, take immediate possession of any or
          all of the Equipment from Lessee and, for such purpose, enter upon
          Lessee's premises where any of the Equipment is located with or
          without notice or process of law and free from all claims by Lessee;
          and (e) require the Lessee to, and the Lessee shall, assemble the
          Equipment and deliver the Equipment to a location which is
          reasonably convenient to Lessor and Lessee. The exercise of any of
          the foregoing remedies by Lessor shall not constitute a termination
          of any Lease or this Agreement unless Lessor so notifies Lessee in
          writing.

4.3       DISPOSITION OF EQUIPMENT. In the event, upon the occurrence of an
          Event of Default, Lessor repossesses any of the Equipment, Lessor
          may lease any or all of such Equipment, or sell any or all of such
          Equipment at one or more public or private sales, in such manner, at
          such times and upon such terms as Lessor may determine. In the event
          that Lessor leases any of such Units, any rentals received by Lessor
          for the "Remaining Lease Term" (the period ending on the date when
          the Original Term for such Unit would have expired if an Event of
          Default had not occurred), discounted to present value, at the
          Discount Rate, as of the Possession Date (the "Recovery Rentals"),
          for such Units shall be applied to the payment of (a) all costs and
          expenses (including, without limitation, reasonable attorneys' fees)
          incurred by Lessor in retaking possession of, and removing, storing,
          repairing, refurbishing and leasing, such Units, (b) accrued and
          unpaid rentals as of the date Lessor obtained possession of such
          Units or the date on which Lessee made an effective tender of
          possession of such Units to Lessor, whichever shall first occur (the
          "Possession Date"), (c) the present value of the rentals for such
          Units for the balance of the Original Term of the applicable Lease
          (the "Discounted Remaining Rentals") and any other sums payable
          thereunder or hereunder with respect to such Units, discounted at
          the Discount Rate as of the Possession Date, (d) any and all other
          sums (other than rentals) with respect to such Units then owing to
          Lessor by Lessee thereunder or hereunder, and (e) any loss or damage
          to the Lessor's residual interest in such Units caused by such Event
          of Default (the aggregate of such amounts being referred to as the
          "Release Recovery Amount"). In the event that Lessor shall sell or
          otherwise dispose of (other than pursuant to a lease) any such
          Units, the proceeds thereof (the "Recovery Proceeds") shall be
          applied to the payment of the amounts referred to in clauses (a)
          through (d) above and the amount by which the Casualty Value for
          such Units, as of the Possession Date, exceeds the Discounted
          Remaining Rentals (the aggregate of such amounts being referred to
          as the "Sale Recovery Amount"). The balance, if any, of the Recovery
          Rentals, in the case of a release, and of the Recovery Proceeds, in
          the case of a sale or other disposition, shall be applied first to
          reimburse Lessee for any sums previously paid by Lessee as
          liquidated damages with respect to such Units, and any remaining
          amounts shall be retained by Lessor. Lessee shall remain liable to
          Lessor, with respect to any Units which are released or sold or
          otherwise disposed of, to the extent that the Release Recovery
          Amount exceeds the Recovery Rentals or the Sale Recovery Amount
          exceeds the Recovery Proceeds. Lessor shall be entitled to, and
          Lessee shall have no claim with respect to, all rentals, with
          respect to any period commencing after the expiration of the
          applicable Remaining Lease Term, from released Units.

                                   V. MISCELLANEOUS

5.1       PERFORMANCE OF LESSEE'S OBLIGATIONS. Upon Lessee's failure to pay
          Rent (or any other sum due hereunder) or perform any obligation
          hereunder when due, Lessor shall have the right, but shall not be
          obligated, to pay such sum or perform such obligation, whereupon
          such sum or the cost of such performance shall immediately become
          due and payable hereunder as additional rent, with interest thereon
          at the highest legal rate from the date such payment or performance
          was made.

5.2       ASSIGNMENT. LESSEE SHALL NOT RELINQUISH POSSESSION OR CONTROL OF, OR
          ASSIGN, SUBLEASE, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER, DISPOSE
          OF OR ENCUMBER ANY UNIT, THIS AGREEMENT OR ANY LEASE OR SCHEDULE, OR
          ANY PART THEREOF OR INTEREST THEREIN, OR ANY RIGHT OR OBLIGATION
          WITH RESPECT THERETO, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.

5.3       QUIET ENJOYMENT. So long as Lessee shall not be in default of any of
          its obligations under any Lease, neither Lessor nor its assignee
          shall interfere with Lessee's right of quiet enjoyment and use of
          the Equipment.

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5.4       FURTHER ASSURANCES. Lessee shall, upon the request of Lessor, from
          time to time, execute and deliver such further documents and do such
          further acts as Lessor may reasonably request in order fully to
          effect the purposes of any Lease and Lessor's rights thereunder.
          Lessor is authorized to file a financing statement, signed only by
          Lessor in accordance with the Uniform Commercial Code or signed by
          Lessor as Lessee's attorney in fact, with respect to any of the
          Equipment.

5.5       RIGHT AND REMEDIES. Each and every right and remedy granted to
          Lessor under any Lease shall be cumulative and in addition to any
          other right or remedy therein specifically granted or now or
          hereafter existing in equity, at law, by virtue of statute or
          otherwise, and may be exercised by Lessor from time to time
          concurrently or independently and as often and in such order as
          Lessor may deem expedient. Any failure or delay on the part of
          Lessor in exercising any such right or remedy, or abandonment or
          discontinuance of steps to enforce the same, shall not operate as a
          waiver thereof or affect Lessor's right thereafter to exercise the
          same. Waiver of any right or remedy on one occasion shall not be
          deemed to be a waiver of any other right or remedy or of the same
          right or remedy on any other occasion.

5.6       NOTICES. Any notice, request, demand, consent, approval or other
          communication provided for or permitted hereunder shall be in
          writing and shall be conclusively deemed to have been received by a
          party hereto on the day it is delivered to such party at its address
          set forth above (or at such other address as such party shall
          specify to the other party in writing), or if sent by registered or
          certified mail, return receipt requested, on the fifth day after the
          day on which it is mailed, addressed to such party at such address.

5.7       SECTION HEADINGS; COUNTERPARTS. Section headings are inserted for
          convenience of reference only and shall not affect any construction
          or interpretation of this Agreement. This Agreement and each Lease
          may be executed in counterparts, and when so executed each
          counterpart shall be deemed to be an original, and such counterparts
          together shall constitute one and the same instrument.

5.8       ENTIRE LEASE. This Agreement and each Lease constitute the entire
          agreement between Lessor and Lessee with respect to the lease of
          Equipment and supersede all other prior or contemporaneous
          agreements, whether oral or in writing, with respect thereto. No
          waiver or amendment of, or any consent with respect to, any
          provision of this Agreement shall bind either party unless set forth
          in writing, specifying such waiver, consent, or amendment, signed by
          both parties, and then such waiver, consent, or amendment shall be
          effective only in the specific instance and for the specific purpose
          given. Any term or condition of any purchase order or other document
          (with the exception of any Lease) submitted by Lessee in connection
          with this Lease which is in addition to or inconsistent with the
          terms and conditions of this Agreement shall not be binding on
          Lessor and shall not apply to this Agreement. To the extent
          permitted by applicable law and not otherwise specifically provided
          to Lessee in this Agreement, Lessee hereby waives any and all rights
          or remedies conferred upon a lessee under the California Uniform
          Commercial Code, and any other applicable similar code or statutes
          of another jurisdiction, with respect to a default by Lessor under
          this Agreement.

5.9       SEVERABILITY. Should any provision of this Agreement or any Lease be
          or become invalid, illegal, or unenforceable under applicable law,
          the other provisions of this Agreement and such Lease shall not be
          affected and shall remain in full force and effect, and, to the
          extent permissible under applicable law and possible, any such
          invalid, illegal or unenforceable provision shall be deemed amended
          to the extent necessary to be valid, legal and enforceable and to
          conform to the intent of the parties; provided, however, in the
          event Lessee's obligation under any Lease to pay rent or any other
          amount shall be invalid, illegal or unenforceable, Lessor shall have
          the right to terminate such Lease as if an Event of Default shall
          have occurred.

5.10      ATTORNEYS' FEES. Should either party institute any action or
          proceeding to enforce this Agreement or any Lease, or any provision
          hereof or thereof, or for a declaration of rights under any such
          agreement, the prevailing party in any such action or proceeding
          shall be entitled to receive from the other party all reasonable
          out-of-pocket costs and expenses, including, without limitation,
          attorneys' fees, which it incurs in connection with such action or
          proceeding.

5.11      GOVERNING LAW. This Lease shall be governed in all respects by the
          laws of the State of California with respect to agreements entered
          into, and to be performed, entirely in California. EXCEPT AS
          OTHERWISE SPECIFICALLY PROVIDED IN ANY LEASE, THIS AGREEMENT AND
          EACH LEASE SHALL BE GOVERNED IN ALL RESPECTS BY, AND CONSTRUED IN
          ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA. LESSOR AND
          LESSEE WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING
          FROM THIS AGREEMENT OR ANY LEASE. LESSEE CONSENTS TO THE
          NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS OF CALIFORNIA, AND
          THE FEDERAL COURTS SITTING IN THE STATE CALIFORNIA, FOR THE
          RESOLUTION OF ANY DISPUTES HEREUNDER.

5.12      SURVIVAL. All obligations of Lessee to make payments to Lessor under
          any Lease or to indemnify Lessor, pursuant to Section 3.4 or 3.7
          above, with respect to a Lease, and all rights of Lessor hereunder
          with respect to a Lease, shall survive the termination of such Lease.

LESSEE, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE,
ACKNOWLEDGES THAT IT HAS READ THIS LEASE, UNDERSTANDS IT, AND AGREES
TO BE BOUND BY ITS TERMS AND CONDITIONS.

CISCO SYSTEMS CAPITAL CORPORATION       INTERNAP NETWORK SERVICES CORPORATION
(Lessor)                                (Lessee)

By:    /s/ SUSAN A. ROFFO               By:    /s/ PAUL E. MCBRIDE
-------------------------------------   -------------------------------------
    (Authorized Signature)                   (Authorized Signature)

    Susan A. Roffo, Controller                    Paul E. McBride/CFO
-------------------------------------   -------------------------------------
            (Name/Title)                          (Name/Title)


               5/27/98                                 1/23/98
-------------------------------------   -------------------------------------
               (Date)                                   (Date)

                                      4
<PAGE>

[LOGO]

Paul McBride/Jeff Aerosmith                                     17 November 1999
InterNAP Network Services Corporation
2001 Sixth Avenue
Suite 800
Seattle, WA 98121


Dear Mr. McBride and Mr. Aerosmith,

Cisco Systems Capital Corporation ("CSC"), a wholly owned subsidiary of Cisco
Systems, Inc. ("Cisco Systems"), specializes in providing innovative finance
solutions for Cisco Systems products and services. We are pleased to present
this proposal ("Proposal") for the transaction described below:

LESSOR:

Cisco Systems Capital Corporation.

LESSEE:

InterNAP Network Services Corporation

EQUIPMENT:

Cisco Systems products, or other products satisfactory to CSC, as presented in
a quotation from the Cisco Systems Account team.

MAXIMUM EQUIPMENT COST:

In the aggregate, up to $17,500,000. This line will be available for one year
after acceptance of this proposal. A review for an uplift will be done should
InterNAP require a higher line.

SHIP TO:

Location within the U.S., unless approved by CSC and InterNAP along with the
International Addendum

PARTIAL SHIPMENTS:

Please indicate at the bottom of this letter whether Lessee will accept
scheduling of partial purchase order shipments. (If not, please note that
Cisco Systems will retain shipments until complete.)

ORIGINAL TERM:

36 months.

RENTAL FACTOR:

36 MONTH FAIR MARKET VALUE LEASE: Lease Rate Factor: .02995

MONTHLY PAYMENT:

In accordance with the pricing and configuration referenced above, the rent
payment for each Rental Period ("Rent") on the lease would be the total
Equipment Cost multiplied by the Lease Rate Factor.

SOFT COSTS:

"Soft Costs," such as shipping, maintenance, installation, cabling, and
software may be included financed in the lease up to 10% of the total
transaction, as approved by Lessor in its discretion. They will be included at
a .0329 Soft Costs Factor for a 36 month lease. Shipping costs are to be
financed in the lease, per this request by InterNAP.

MAINTENANCE:

When ordered to cover the full term of the lease, the maintenance will be
included at 0% Financing. Take the cost of the maintenance over 3 years, and
divide by 36 to calculate the monthly payment.

ADVANCE PAYMENTS/INTERIM RENT:

None, but deemed acceptance of the equipment will take place 30 days after
shipment of the final piece of equipment per schedule. There is no interim
rent, and commencement of rental payments will occur on the 1st of the month
on or after acceptance or deemed acceptance.

NET LEASE:

This is a net lease transaction under which all costs and liabilities,
including without limitation, for insurance, maintenance and taxes, are paid
by Lessee for the term of the lease. Transferable manufacturer's guarantees or
warranties will be passed on to Lessee, assuming due performance of Lessee
obligations.

ADJUSTMENT OF RENTAL FACTOR:

The rental amount quoted in this Proposal will be adjusted prior to the date
of preparation of any Equipment Lease Schedule to reflect changes equal to
or greater than one quarter of one percent (.25%) in the weekly average of the
Three Year Treasury Note interest rate, as specified in Federal Reserve
statistical release H.15 from the week preceding the date of this Proposal to
the week preceding the date of preparation of the Schedule. Changes to the
benchmark rate of less than one quarter of one percent (.25%) will not affect
the Lease Rate Factor quoted herein. The Three Year Treasury Note H.15
statistic is updated weekly by the U.S. Federal Reserve for the


<PAGE>

Lease Proposal
Page 2 of 3


preceding week's average yield. The statistic is publicly available on the
Internet at http://www.bog.frb.fed.us/releases/h15/.

INVOICING:

An invoice will be provided monthly unless otherwise mutually agreed.

END OF LEASE OPTIONS:

FAIR MARKET PURCHASE OPTION: At the end of the Original Term of the Lease,
Lessee may select one of the following options: (1) purchase the equipment
for the then Fair Market Value or (2) renew the lease of the equipment per
mutually approved parameters or (3), return the Equipment to the Lessor.

FAIR MARKET VALUE CAP:

The Fair Market Value Purchase Cap will be 30% of the original invoice at the
end of the lease term.

UTILIZATION PERIOD:

All purchase orders for equipment under this Proposal shall be submitted no
later than 12 months after the acceptance of this proposal, subject to the
terms and conditions set forth herein.

Incurance Test:

The Lessee will have to meet the following financial covenants in order to
continue utilizing the lease line:

12/31/99 - $4,700,000
3/3/2000 - $6,600,000
6/30/2000 - $9,000,000
9/30/2000 - $15,000,000
12/31/2000 - $18,000,000

CASH SET ASIDE:

By signing this document, both sides agree that there are no current or
previous restricted cash requirements (i.e. Cash Set Aside) related to any
prior lease schedules.

CREDIT APPROVAL:

This Proposal includes only a brief description of the substantive terms and
conditions of the contemplated lease transactions and is not intended as a
formal commitment of credit by CSC or Cisco Systems. Any funding by CSC for
the purchase of equipment is subject to the ongoing credit approval of CSC
(including the absence of any material adverse change, in the judgment of
CSC, in the business or financial condition or prospects of Lessee) and to
satisfactory documentation including as described below. You agree to provide
two years' audited financial statements, bank references, a completed credit
application and any other required credit information along with the signed
copy of this Proposal. You hereby authorize CSC and/or its agents to make a
complete credit investigation and to relate this information to others as
necessary to secure credit approval.

The parties acknowledge that the financing contemplated by this Proposal is
subject to the above-referenced conditions and the execution and delivery of
all appropriate documents (in form and substance satisfactory to CSC),
including without limitation, to the extent applicable, the Master Agreement
to Lease Equipment, any Schedule, Lease Assignment of Purchase Order,
financing statements, legal opinion and other documents and agreements
reasonably required by CSC.

By signing this document, you hereby authorize CSC to order, when
appropriate, for manufacture and delivery, the equipment configuration
described herein (or in the attached or future purchase orders) and to file a
financing statement in accordance with the Uniform Commercial Code signed
only by CSC or signed by CSC as Lessee's attorney in fact with respect to any
of the Equipment. If, for any reason, you and CSC shall fail to consummate
all or any portion of the financing contemplated by this Proposal, you shall
be solely responsible for the payment in full of the purchase price (and all
related costs and expenses, including Soft Costs), incurred by CSC or Cisco
Systems associated with any such outstanding orders. All such orders shall be
subject to the standard Terms & Conditions of Sale of Cisco Systems or a
Cisco Value Added Reseller, including but not limited to the "net 30" payment
terms commencing from date of shipment.

     Please indicate your acceptance of all of the terms and conditions set
forth herein by signing and dating this Proposal in the space provided below
by no later than the expiration date reference above, at which time this
Proposal will expire if not accepted. This Proposal is confidential and may
not be disclosed to any person or entity without our consent. Thank you for
the opportunity to present this Proposal. We look forward to doing business
with you. If you have any questions, please do not hesitate to call me at
415-371-2400.

Sincerely,


/s/ Timothy A. Shockley

Timothy A. Shockley                        ACKNOWLEDGED AND AGREED:

Cisco Systems Capital Corporation          InterNAP Network Services Corporation


                                   2                   Confidential

<PAGE>

Lease Proposal
Page 3 of 3

                                   By: /s/ Jeff Arrowsmith
                                      -----------------------------------------
                                           (Authorized Signature)


                                   Name: JEFF ARROWSMITH
                                        ---------------------------------------

                                   Title: DIRECTOR OF FINANCE
                                         --------------------------------------

                                   Dated: 11-19-99
                                         --------------------------------------

                                   Lessee (is) is not [CIRCLE ONE] willing to
                                   accept scheduling of partial purchase order
                                   shipments.

                                   3                   Confidential