---

Exhibit
10.15





INTERNAP
NETWORK SERVICES CORPORATION


2005
INCENTIVE STOCK PLAN


(As
Amended and Restated)





STOCK
OPTION CERTIFICATE





1.            
Grant of
Option.  Internap Network Services Corporation, a Delaware
corporation (the “Company”), hereby grants to
the optionee (“Optionee”) named in the Notice
of Grant of Stock Option (the “Notice”), an option (the
“Option”) to purchase
the total number of shares of Stock (the “Shares”) set forth in the
Notice, at the exercise price per share (the “Exercise Price”) set forth in
the Notice, subject to the terms, definitions and provisions of the Internap
Network Services Corporation 2005 Incentive Stock Plan, as amended and restated
(the “Plan”), which is
incorporated herein by reference, and the terms of this Stock Option Certificate
(the “Certificate”).
Unless otherwise defined herein, terms not defined in this Certificate shall
have the meanings ascribed to them in the Plan. In the event of a conflict
between the terms and conditions of the Plan and those of this Certificate, the
terms and conditions of the Plan shall prevail. This Option is a non-qualified
stock option and is not intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Code.





2.            
Exercise
Period.




2.1           Exercise
Period of Option.  This Option is exercisable within the term set
forth in the Notice so long as Optionee is an Eligible Employee or a Director,
as the case may be, and may be exercised during such term only in accordance
with the Plan and the terms of this Certificate.





2.2           Expiration.
In the event of Optionee’s death, disability or other termination of employment
or service with the Company, the exercisability of the Option is governed by
Section 5 below.  In no event may Optionee exercise this Option after
the expiration date of this Option as set forth in the Notice (the “Expiration
Date”).





3.           
Manner of
Exercise.





3.1           Exercise
Notification. To exercise this Option either through a cash or cashless
exercise, Optionee must contact E*Trade Financial by accessing Optionee’s online
account at www.etrade.com or by
calling 1-800-838-0908. This Option shall be deemed to be exercised: (a) in the
case of a cashless exercise, upon execution of the underlying trade or (b) in
the case of a cash exercise, upon placement and acceptance of the trade
order.





3.2           Tax
Withholding. As a condition to the exercise of this Option, Optionee
must  make adequate provision for federal, state and other tax
withholding obligations, if any, which arise upon the exercise of the Option or
disposition of Shares, whether by withholding, direct payment to the Company or
otherwise.





3.3           Limitations
on Exercise. This Option may not be exercised unless such exercise is in
compliance with all applicable federal and state securities laws, as they are in
effect on the date of exercise. This Option may not be exercised for a fraction
of a Share.





3.4           Payment.   Payment
of the Exercise Price may be by any of the following, or a combination thereof,
at the election of Optionee:





(a)           cash;





1




(b)           check;





(c)           surrender
of other shares of Company common stock which in the case of shares acquired
pursuant to the exercise of a Company option, have been owned by Optionee for
more than six (6) months on the date of surrender or were not acquired, directly
or indirectly, from the Company; or





(d)           through
a cashless exercise executed by E*Trade Financial whereby Optionee irrevocably
elects to exercise the Option and to sell a portion of the Shares so purchased
to pay for the exercise price and whereby E*Trade commits upon receipt of such
Shares to forward the exercise price directly to the Company.





3.5           Issuance
of Shares. Provided that Optionee has satisfied the exercise notification
procedure set forth above and payment in acceptable form has been made, the
Company shall issue the Shares registered in the name of Optionee, Optionee’s
authorized assignee or Optionee’s legal representative.




5.           
Termination.





5.1           Termination
for Any Reason Except Death or Disability.  If Optionee’s employment
with or service as a director to the Company terminates for any reason other
than death or disability, the Option, to the extent (and only to the extent)
that it would have been exercisable by Optionee on the date of termination, may
thereafter be exercised by Optionee no later than three (3) months after the
date of termination, but in any event no later than the Expiration
Date.





5.2           Termination
Because of Death or Disability. If Optionee’s employment with or service
as a director to the Company terminates because of death or disability (as
defined in Section 22(e) of the Internal Revenue Code of 1986, as amended) of
Optionee, the Option, to the extent (and only to the extent) that it is
exercisable by Optionee on the date of such termination, may thereafter be
exercised by Optionee (or Optionee’s legal representative) no later than twelve
(12) months after the date of such termination, but in any event no later than
the Expiration Date.





5.3           No
Obligation to Employ. Nothing in this Certificate or the Plan shall
confer on Optionee any right to continue in the employ of, or other relationship
with, the Company, or limit in any way the right of the Company to terminate
Optionee’s employment or other relationship at any time, with or without
cause.





5.4           Employment
Security Plan. In the event that Optionee participates in the Company’s
Employment Security Plan and there exists a conflict between this Section 5 and
any term or condition of the Employment Security Plan, the terms and conditions
of the Employment Security Plan shall prevail.





6.           
Non-Transferability
of Option.  This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Optionee only by Optionee. Notwithstanding the
foregoing, the Optionee may, by delivering written notice to the Company, in a
form satisfactory to the Company, designate a beneficiary who, in the event of
the death of the Optionee, shall thereafter be entitled to exercise the
Option.





7.           
Tax
Consequences.    Set forth below is a brief summary
as of the date of grant of certain United States federal tax consequences of
exercise of this Option and disposition of the Shares under the laws in effect
as of the date of grant. THIS
SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT
MAY BE APPLICABLE TO OPTIONEE. OPTIONEE IS RESPONSIBLE FOR CONSULTING A TAX
ADVISER AS TO THE APPLICABLE TAX LAWS OF THE JURISDICTION(S) IN
WHICH OPTIONEE RESIDES OR MAY BE SUBJECT TO TAX BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES. OPTIONEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THAT TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE.





2




7.1           Exercise
of Nonqualified Stock Option.  There may be a regular federal
income tax liability upon the exercise of the Option. Optionee will be treated
as having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the Shares on the date
of exercise over the Exercise Price. If Optionee is an employee or former
employee of the Company, the Company will be required to withhold from
Optionee’s compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.





7.2           Disposition
of Shares.  If the Shares are held for more than twelve (12)
months after the date of exercise, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal income tax
purposes.





8.           
Rights as
a Stockholder.  Neither Optionee nor any of Optionee’s
successors in interest shall have any rights as a stockholder of the Company
with respect to any Shares subject to the Option until Optionee exercises the
Option and pays the Exercise Price.





9.           
Interpretation.  Any
dispute regarding the interpretation of this Certificate shall be submitted by
Optionee or the Company to the Compensation Committee for review. The resolution
of such a dispute by the Compensation Committee shall be final and binding on
the Company and Optionee.





10.          Governing
Law.  This Certificate shall be governed by and construed
according to the laws of the State of Delaware without regard to its principles
of conflict of laws.





11.          Entire
Agreement.  The Plan and Notice are hereby incorporated by
reference and made a part hereof. This Certificate, the Plan and the Notice
constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter
hereof.





12.         
Successors
and Assigns. The Company may assign any of its rights under this
Certificate. This Certificate shall be binding upon and inure to the benefit of
the successors and assigns of the Company. Subject to the restrictions on
transfer set forth herein, this Certificate shall be binding upon Optionee and
Optionee’s heirs, executors, administrators, legal representatives, sucessors
and assigns.





13.          Amendments.  This
Certificate may be amended or modified at any time only by an instrument in
writing signed by each of the parties hereto.





14.          Acceptance.
By executing the Notice,
Optionee acknowledges receipt of a copy of the Plan, the Notice and this
Certificate and that Optionee has read and understands the terms and provisions
hereof and thereof, and accepts the Option subject to all the terms and
conditions of the Plan, the Notice and this Certificate. Optionee acknowledges
that there may be adverse tax consequences upon exercise of the option or
disposition of the shares and that Optionee should consult a tax adviser prior
to such exercise or disposition.










3