Exhibit 10.1


     

    
      

    

    Exhibit
      10.1

     

     

    


    GENERAL
      RELEASE AGREEMENT 

    


    This
      Settlement Agreement and General Release (the “Agreement”) is entered into on
      December 15, 2005, by and between Gregory A. Peters (“PETERS”) and Internap
      Network Services Corporation (“INTERNAP”), and arises out of the termination of
      PETERS’s employment.

    


    WHEREAS
      PETERS was employed by INTERNAP; and

     

    WHEREAS
      PETERS resigned from his employment with INTERNAP effective November 18, 2005
      (“Termination Date”).

     

    NOW,
      THEREFORE, in consideration of the material promises contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties agree as follows:

    


    1.    Consideration
      by INTERNAP.
      Provided
      that PETERS has executed and delivered to the Company this Agreement and this
      Agreement becomes effective as set forth in Paragraph 18 hereunder and subject
      to the terms of this Agreement, PETERS shall receive a cash severance payment
      in
      the amount of $700,000.00 (based on PETERS’S annual salary at the time of
      termination of $350,000.00). Payment of such severance amounts shall be subject
      to standard payroll tax withholdings and deductions. 

    


    INTERNAP
      shall reimburse PETERS, on a monthly basis, for the insurance premiums that
      PETERS has paid for COBRA continuation coverage under INTERNAP’s group health
      plan for health benefits substantially
      similar to those PETERS was receiving immediately prior to the termination
      of
      his employment,
      for the
      period from the Termination Date until
      the
      earlier of: (i) eighteen (18) months from the Termination Date or (ii) the
      date
      upon which PETERS becomes eligible to be covered under another employer's group
      health plan.
      The
      first
      monthly payment made to PETERS shall include all such COBRA reimbursements
      owed
      and not yet paid. All other employee benefits previously provided by INTERNAP
      have ceased in accordance with the terms of each employee benefit plan or
      policy. 

    


    PETERS
      understands and acknowledges that the benefits to be provided him by INTERNAP
      under this Agreement are in excess of those he would have received from INTERNAP
      if he had not elected to sign this Agreement. PETERS further understands and
      acknowledges that INTERNAP owes no additional amounts to PETERS for wages,
      commissions, back pay, severance pay, accrued vacation, sick leave, other leave
      or any other reason.

    


    2.    General
      Release of Claims.
      In
      exchange for the promises and agreements described in this Agreement, PETERS
      hereby voluntarily, irrevocably, fully, and completely RELEASES, ACQUITS, AND
      FOREVER DISCHARGES INTERNAP (including its current and former owners,
      shareholders, predecessors, successors, assigns, agents, directors, officers,
      employees, representatives, attorneys, insurers, parent company, divisions,
      affiliates, and related business 

     

     

    
      
        
        

      

      
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      entities, collectively known herein as “INTERNAP Releasees”)
        from any and all claims, complaints, liabilities, obligations, promises,
        agreements, controversies, damages, actions, causes of action, suits, rights,
        demands, costs, losses, debts, and expenses of any nature whatsoever (whether
        known or unknown) which PETERS ever had, may have, or now has arising from
        or
        related to, directly or indirectly, PETERS’s employment with INTERNAP, the
        termination of PETERS’s employment with INTERNAP, or other events accrued as of
        the date of execution of this Agreement, including, but not limited
        to:


    

    
      	 	
              (a)

            	
              violations
                of the Employee Retirement Income Security Act, Title VII of the
                Civil
                Rights Act of 1964, the Age Discrimination in Employment Act, the
                Fair
                Labor Standards Act, the Civil Rights Act of 1991, the Americans
                With
                Disabilities Act, the Equal Pay Act, the Civil Rights Act of 1866,
                42
                U.S.C. § 1981, the Family and Medical Leave Act, the Labor Management
                Relations Act, the National Labor Relations Act, the Consolidated
                Omnibus
                Budget Reconciliation Act of 1985, 42 U.S.C. § 1983, Executive Order
                11246, Executive Order 11141, the Rehabilitation Act of 1973, or
                the
                Sarbanes-Oxley Act of 2002;

            


    

    


    
      	 	
              (b)

            	
              violations
                of any other federal or state statute or regulation or local
                ordinance;

            


    

    


    
      	 	
              (c)

            	
              claims
                for lost or unpaid wages, compensation, or other benefits claims
                under
                state law, defamation, intentional infliction of emotional distress,
                negligent infliction of emotional distress, bad faith action, slander,
                assault, battery, wrongful or constructive discharge, negligent hiring,
                retention and/or supervision, fraud, misrepresentation, conversion,
                tortious interference with property, negligent investigation, breach
                of
                contract, or breach of fiduciary
                duty;

            


    

    


    
      	 	
              (d)

            	
              any
                claims to benefits under any and all bonus, severance, workforce
                reduction, early retirement, outplacement, or any other similar plan
                sponsored by INTERNAP which PETERS ever had or now has or may in
                the
                future have; and

            


    

    


    
      	 	
              (e)

            	
              any
                claims under the California Fair Employment and Housing Act, as amended;
                the Washington Law Against Discrimination in Employment, as amended;
                the
                Washington Family Leave Act, as amended; or any other state law arising
                in
                tort or contract.

            


    

    


    In
      addition, PETERS acknowledges that this Agreement constitutes a full SETTLEMENT,
      ACCORD AND SATISFACTION of all claims covered by the release provisions of
      this
      Section.

    


    3.    Covenant
      Not to Sue.
      PETERS
      forever waives, releases, and covenants not to sue or file any complaint or
      claim against any INTERNAP Releasee with any court, governmental agency or
      other
      entity based on any act or omission arising or occurring prior to the date
      of
      execution of this Agreement, whether known or unknown at the time of execution,
      including any claim related to any employee benefit plan (and related trusts)
      maintained by the company. PETERS also waives any right to recover in a civil
      suit brought by any governmental agency or any other individual on his
      behalf.

     

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, it is understood by all parties that PETERS does not release
      any
      claims that may arise under the terms of this Agreement or after the effective
      date of this Agreement. 

    


    4.    Return
      of Property and Information.
      PETERS
      agrees to return all INTERNAP property within three (3) days of his execution
      of
      this Agreement. Such property includes, but is not limited to, the original
      and
      any copy (regardless of the manner in which it is recorded) of all information
      provided by INTERNAP to PETERS or which PETERS has developed or collected in
      the
      scope of his employment, as well as all INTERNAP-issued equipment, supplies,
      accessories, vehicles, keys, instruments, tools, devices, computers, cellphones,
      pagers, materials, documents, plans, records, notebooks, drawings, or papers.
      Provided, however, PETERS may retain copies of documents relating to INTERNAP’s
      employee benefit plans applicable to PETERS and income records to the extent
      necessary for PETERS to prepare his individual tax returns.

    


    5.    Protective
      Covenants. 

    


    (a)    For
      the
      purposes of this Agreement, the term “Confidential Information” shall mean
      valuable, non-public, competitively sensitive data and information relating
      to
      the INTERNAP Releasees’ business that is not generally known by or readily
      available to INTERNAP’s competitors. Confidential Information includes, but is
      not limited to: (1) business and employment policies, marketing methods and
      the
      targets of those methods, finances, business plans, promotional materials and
      price lists; (2) the terms upon which INTERNAP obtains products from its
      suppliers and sells them to customers; (3) the nature, origin, composition
      and
      development of INTERNAP’s products; and (4) the manner in which INTERNAP
      provides products and services to its customers. “Confidential Information” does
      not include information that is readily ascertainable through publicly available
      sources. 

     

    (b)    For
      the
      purposes of this Agreement, the term “Trade Secret” shall mean information,
without
      regard to form, including, but not limited to, technical or non-technical data,
      a formula, a pattern, a compilation, a program, a device, a method, a technique,
      a drawing, a process, financial data, financial plans, product plans, or a
      list
      of actual or potential customers or suppliers which is not commonly known by
      or
      available to the public and which information: 

    


    
      	 	
              (1)

            	
              derives
                independent economic value, actual or potential, from not being generally
                known to, and not being readily ascertainable by proper means by,
                other
                persons who can obtain economic value from its disclosure or use;
                and

            


    

     

     

    
      
        
        

      

      
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              (2)

            	
              is
                the subject of efforts that are reasonable under the circumstances
                to
                maintain its secrecy.

            


    

    


    (c)    To
      the
      extent that the above definitions contained in paragraphs 5(a) and 5(b) are
      inconsistent with definitions of “Confidential Information” and “Trade Secret”
mandated under applicable law, the foregoing definitions shall be deemed amended
      to the degree necessary to render them consistent with applicable
      law.

    


    (d)    In
      recognition of the need of INTERNAP Releasees to protect their legitimate
      business interests, PETERS hereby covenants and agrees that: (1) with regard
      to
      each item which under Georgia law is a Trade Secret of INTERNAP Releasees,
      at
      all times during which such item remains a Trade Secret under Georgia law;
      and
      (2) with regard to each item under which Georgia law is INTERNAP Confidential
      Information, for a period of two (2) years after the date of this Agreement,
      PETERS shall regard and treat each item constituting all or any portion of
      the
      Trade Secrets and all Confidential Information as strictly confidential and
      wholly owned by the INTERNAP Releasees, and will not, for any reason in any
      fashion, either directly or indirectly use, sell, lend, lease, distribute,
      license, transfer, assign, show, disclose, disseminate, reproduce, copy, or
      otherwise communicate any such item or information to any third party, for
      his/her own benefit or for any purpose other than in accordance with the
      express, written instructions of INTERNAP Releasees.

     

    
      
        	 	
                (e)    Non-Competition
                  Covenant.
                  PETERS hereby covenants and agrees that for a period of 18 months
                  after
                  the date of this Agreement, PETERS will not compete with the Business
                  of
                  INTERNAP by performing management or strategic activities, or by
                  rendering
                  other services, of the type PETERS performed for INTERNAP during
                  his
                  employment. Likewise, PETERS hereby covenants and agrees that he
                  will not
                  perform activities of the type which in the ordinary course of
                  business
                  would involve the utilization of Confidential Information or Trade
                  Secrets
                  protected from disclosure by this Agreement. This paragraph 5(e)
                  restricts
                  competition only within a ten mile radius of each of the cities
                  in which
                  INTERNAP maintained an office during PETERS’s
                  employment.

              


      

      
        	 	 


      

      
        	 	
                For
                  the purposes of this Agreement, the “Business of INTERNAP” means any
                  entity that is engaged in: (1) managed high performance Internet
                  connectivity; (2) hosting or collocation services; (3) virtual
                  private
                  network services; (4) content distribution network services; or
                  (5)
                  application acceleration products or
                  services.

              


      

      
        	 	 


      

      
        	 	
                If
                  PETERS receives a job offer that may be covered by this paragraph
                  5(e),
                  PETERS may request the Chairman of INTERNAP’s Board of Directors to
                  indicate whether or not such job would be prohibited under this
                  paragraph,
                  and the Chairman of INTERNAP’s Board of Directors shall make such
                  determination in his or her sole
                  discretion.

              


      

      
        	 	 


      

      
        	 	
                (f)
                  Non-Solicitation
                  Covenant.
                  PETERS hereby covenants and agrees that during employment with
                  INTERNAP
                  and for a period of 18 months after the date of this Agreement,
                  PETERS
                  will not directly or indirectly solicit or attempt to solicit any
                  business
                  in competition with the Business of INTERNAP from any of INTERNAP's
                  customers or suppliers with whom PETERS had Contact during PETERS’s
                  employment with INTERNAP. For the purposes of this Agreement, “Contact"
                  means direct or indirect interaction between PETERS and INTERNAP’s
                  customers which took place in an effort to further the business
                  relationship.

              


      

       

       

      
        
          
          

        

        
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        	 	(g)    Non-Recruitment
                of INTERNAP Employees.
                PETERS hereby covenants and agrees that for a period of 18 months
                following the cessation of employment, PETERS will not directly or
                indirectly solicit or attempt to solicit any employee of INTERNAP
                for the
                purpose of encouraging, enticing, or causing said employee to terminate
                employment with INTERNAP.


      

      
        	 	 


      

      
        	 	(h)    Other
                Employment After Termination.
                PETERS acknowledges and represents that PETERS has substantial experience
                and knowledge such that PETERS can readily obtain subsequent employment
                which does not violate this
                Agreement.


      
 

    Acknowledgments.
      PETERS
      hereby acknowledges and agrees that the covenants and agreements contained
      in
      Paragraph 5 are reasonable as to time, scope, and territory given
      INTERNAP’s need to protect proprietary and confidential information about its
      business, client and customer information, and its investment in employees.
      In
      the event any covenant or agreement in this Agreement shall be determined by
      any
      court of competent jurisdiction to be unenforceable by reason of its extending
      for too great a period of time or over too great a geographical area or by
      reason of its being too extensive in any other respect, it shall be interpreted
      to extend only over the maximum period of time for which it may be enforceable
      and/or over the maximum geographical area as to which it may be enforceable
      and/or to the maximum extent in all other respects as to which it may be
      enforceable, all as determined by such court in such action. 

     

    Specific
      Performance.
      PETERS
      acknowledges and agrees that any breach of a covenant or agreement by him will
      cause irreparable damage to INTERNAP, the exact amount of which will be
      difficult to determine, and that the remedies at law for any such breach will
      be
      inadequate.  Accordingly, PETERS agrees that, in addition to any other
      remedy that may be available at law, in equity, or hereunder, INTERNAP shall
      be
      entitled to specific performance and injunctive relief, without posting bond
      or
      other security to enforce or prevent any violation of any of the covenants
      or
      agreements by him.

    


    6.    No
      Re-employment.
      PETERS
      agrees never to seek employment or re-employment with INTERNAP or any of its
      parent, subsidiary, or related companies or divisions in the future. PETERS
      acknowledges that he is not now nor will he ever be eligible for such employment
      or re-employment and that this is fair and just under the relevant facts and
      circumstances.

    


    7.    Non-Admissions.
      PETERS
      agrees that this Agreement shall not in any way be construed as an admission
      by
      INTERNAP or others released herein that any of them has acted wrongfully with
      respect to PETERS or any other person or persons or that PETERS has any rights
      whatsoever against them, and INTERNAP specifically disclaims any liability
      to or
      wrongful acts against PETERS, or any other person or persons, on the part of
      itself or any of the INTERNAP Releasees. 

     

     

    
      
        
        

      

      
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    8.    Non-Assignment
      of Claims.
      PETERS
      acknowledges and warrants, understanding that the truth of said acknowledgment
      and warranty is material to the making of this Agreement, that he has not
      assigned or otherwise transferred any of the claims released by him through
      this
      Agreement, and he hereby promises to indemnify and hold harmless the INTERNAP
      Releasees with respect to any damages, costs or other injuries, including the
      payment of attorneys’ fees, which might arise through the assertion of any claim
      released herein.

    


    9.    Intentionally
      left blank. 

    


    10.   Non-disparagement.
      PETERS
      agrees that he will not engage in any action that disparages INTERNAP or its
      officers, directors, managers, employees or practices; or that disrupts or
      impairs its normal operations or harms the reputation of INTERNAP with its
      customers, suppliers or the public; or interferes with existing contractual
      relationships with customers, suppliers or INTERNAP associates. Nothing in
      this
      Agreement prevents PETERS from responding accurately and fully to any question,
      inquiry or request for information when required by legal process.

    


    11.   Cooperation. PETERS
      agrees to cooperate with INTERNAP following the termination of his employment
      by
      being reasonably available to testify on behalf of INTERNAP or any subsidiary
      or
      affiliate in any action, suit, or proceeding, whether civil, criminal,
      administrative, or investigative, and to assist INTERNAP, or any subsidiary
      or
      affiliate, in any such action, suit or proceeding, by providing information
      and
      meeting and consulting with representatives or counsel to INTERNAP, or any
      subsidiary or affiliate, as reasonably requested. INTERNAP agrees to reimburse
      PETERS for all expenses actually incurred in connection with his provision
      of
      testimony or assistance pursuant to this Section. 

    


    12.   No
      Assistance.
      PETERS
      shall not voluntarily provide assistance, information or advice, directly or
      indirectly (including through any agent or attorney), to any person or entity
      in
      connection with bringing any claim or cause of action of any kind against
      INTERNAP, nor will PETERS induce or encourage any person or entity to do so.
      Nothing in this Agreement prohibits PETERS from testifying truthfully under
      subpoena or providing other assistance under compulsion of law

    


    13.   Resignation
      of Positions.
      By
      signing this Agreement, PETERS hereby confirms his resignation from any and
      all
      positions he held with INTERNAP or its subsidiaries, if any, on the Termination
      Date, to be effective immediately. PETERS also shall promptly execute any and
      all forms, documents and agreement as INTERNAP deems necessary for PETERS to
      establish his resignation as provided herein.

    


    14.   No
      Presumption Against Drafter.
      This
      Agreement has been drafted through a cooperative effort of both parties, and
      neither party shall be considered the drafter of this Agreement so as to give
      rise to any presumption or convention regarding construction of this
      document.

     

     

    
      
        
        

      

      
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    15.   Voluntariness.
      PETERS
      acknowledges that he fully understands the extent and impact of the provisions
      of this Agreement and that he has executed it voluntarily and without any
      coercion, undue influence, threat, or intimidation of any kind
      whatsoever.

    


    16.    Attorneys’
      Fees.
      The
      parties specifically acknowledge and agree that each party will be responsible
      for its own attorneys’ fees, costs, and expenses incurred in connection with
      this Agreement and the events giving rise hereto.

    


    17.    Consideration
      Period.
      PETERS
      hereby has been advised and understands that he has twenty-one (21) days
      from the date of receipt to decide whether or not to sign this Agreement, which
      period may be shortened and waived by PETERS. This period is designed to allow
      PETERS to consult with a financial advisor, accountant, attorney or anyone
      else
      whose advice PETERS chooses to seek. 

    


    This
      Agreement and any and all offers contained herein will automatically expire
      immediately after January 3, 2006, if PETERS has not returned to INTERNAP an
      executed copy of this Agreement by that time or earlier as set forth
      herein.

     

    18.    Effective
      Date of Agreement and Option to Revoke.
      PETERS
      hereby has been advised and understands that he may revoke this Agreement within
      seven days after signing it. The last day upon which this Agreement can be
      revoked is referred to herein as the “Last Revocation Day.” Revocation shall be
      made by delivering a written notice of revocation to INTERNAP no later than
      5:00
      p.m. Eastern Time on the Last Revocation Day at the following
      address:

    


    


    Internap
      Network Services Corporation

    Attention:
      Eugene Eidenberg

    250
      Williams Street, Suite E-100

    Atlanta,
      Georgia 30303

    


    With
      a
      copy to: 

    Internap
      Network Services Corporation

    Attention:
      Vice President and General Counsel

    250
      Williams Street, Suite E-100

    Atlanta,
      GA 30303

    


    The
      parties agree and understand that if PETERS does not
      revoke
      this Agreement on or before the Last Revocation Day, this Agreement shall become
      effective on the day following the Last Revocation Day, and PETERS shall receive
      the payments and benefits as described in Paragraph 1 of this Agreement as
      follows: $250,000 by no later than December 31, 2005 and $450,000 by no later
      than January 7, 2006. If PETERS does revoke this Agreement on or before the
      Last
      Revocation Day, this Agreement shall not become effective, this Agreement and
      any and all offers herein will automatically be terminated and expired and
      PETERS shall not receive the payments and benefits described in Paragraph 1
      of
      this Agreement.

    
 

    
      
        
        

      

      
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    19.    Notice.
      All
      notices, requests, demands and other communications required or permitted
      hereunder shall be in writing and shall be deemed to have been duly given if
      delivered or seven days after mailing if mailed, first class, certified mail,
      postage prepaid: 

    


    TO
      INTERNAP:    Internap
      Network Services Corporation

    Attention:
      Chairman of the Board 

    250
      Williams Street, Suite E-100

    Atlanta,
      Georgia 30303

     

    and
      to:


     

    Internap
      Network Services Corporation

    Attention:
      Vice President and General Counsel

    250
      Williams Street, Suite E-100

    Atlanta,
      Georgia 30303

    


     

    TO
      PETERS:     
Mr.
      Gregory A. Peters

     

    


    20.    Miscellaneous

    


    
      	 	
              (a)

            	
              Scope
                of Agreement.
                This Agreement will bind the heirs, personal representatives, successors
                and assigns of both you and INTERNAP, and inure to the benefit of
                both you
                and INTERNAP, their heirs, successors and assigns. If any provision
                of
                this Agreement is determined to be invalid or unenforceable, in whole
                or
                in part, this determination will not affect any other provision of
                this
                Agreement and the provision in question will be modified by the court
                so
                as to be rendered enforceable in a manner consistent with the intent
                of
                the parties insofar as possible. Headings and subheadings in this
                Agreement are solely for convenience and do not constitute terms
                of this
                Agreement.

            


    

    


    
      	 	
              (b)
                

            	
              Applicable
                Law.
                This Agreement shall be interpreted, enforced, construed, and governed
                under the laws of the State of Georgia without regard to its choice
                of law
                rules. PETERS agrees that any future disputes between him and INTERNAP
                (the “parties ”) including but not limited to disputes arising out of or
                related to this Agreement and release of claims, will be resolved
                by
                binding arbitration, except where the law specifically forbids the
                use of
                arbitration as a final and binding remedy, in Fulton County, Georgia
                in
                accordance with the rules of the American Arbitration Association
                by one
                arbitrator appointed in accordance with said rules. INTERNAP will
                pay for
                the cost of the arbitration but each of the parties will be responsible
                for the legal fees of that party’s legal counsel. The Arbitrator will
                apply Georgia law, without references to rules of conflicts law or
                rules
                of statutory arbitration, to the resolution of any dispute. Judgment
                on
                the award rendered by the arbitrator may be entered in any court
                having
                competent jurisdiction thereof. Notwithstanding the foregoing, the
                parties
                may apply to any court of competent jurisdiction for preliminary
                or
                interim equitable relief, or to compel arbitration in accordance
                with this
                Section provided that the arbitrator shall have the ultimate authority
                to
                determine whether such preliminary or interim equitable relief shall
                be
                continued.

            


    

     

     

    
      
        
        

      

      
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              (c)

            	
              Entire
                Agreement.
                This Agreement contains the entire agreement and understanding concerning
                the subject matter hereof between the parties hereto, superseding
                and
                replacing all prior negotiations, understandings, representations
                and
                agreements, written or oral. No modification, amendment, waiver,
                termination or discharge of this Agreement, or any of the terms or
                provisions hereof, shall be binding upon either of the parties unless
                confirmed by a written instrument signed by both parties. No waiver
                by any
                party of any term or provision of this Agreement or of any default
                hereunder shall affect such party’s rights thereafter to enforce such term
                or provision or to exercise any right or remedy in the event of any
                other
                default, whether or not similar.

            


    

    


    
      	 	
              (d)

            	
              Severability.
                If any provision or covenant, or any part thereof, of this Agreement
                should be held by any court to be invalid, illegal or unenforceable,
                either in whole or in part, such invalidity, illegality or
                unenforceability shall not affect the validity, legality or enforceability
                of the remaining provisions or covenants, or any part thereof, of
                this
                Agreement, all of which shall remain in full force and effect.
                

            


    

    


    
      	 	
              (e)

            	
               Waiver.
                Failure
                of either party to insist, in one or more instances, on performance
                by the
                other in strict accordance with the terms and conditions of this
                Agreement
                shall not be deemed a waiver or relinquishment of any right granted
                in
                this Agreement or the future performance of any such term or condition
                or
                of any other term or condition of this Agreement, unless such waiver
                is
                contained in a writing signed by the party making the
                waiver.

            


    

    


    
      	 	
              (f)

            	
              Proper
                Construction.
                The language in all parts of this Agreement shall in all cases be
                construed as a whole, according to its fair meaning, and not strictly
                for
                or against either of the parties. As utilized in this Agreement,
                the term
                “or” shall be deemed to include the term “and/or” and the singular or
                plural number shall be deemed to include the other, whenever the
                context
                so indicates or requires. The paragraph headings used in this Agreement
                are intended solely for convenience of reference and shall not in
                any
                manner amplify, limit, modify, or otherwise be used in the interpretation
                of any of the provisions hereof.

            


    

     

    21.    Acknowledgment
      of Knowing and Voluntary Waiver

     

    PETERS
      hereby represents and warrants that: 

     

     

    
      
        
        

      

      
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              (a)

            	
              PETERS
                has CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS ALL OF THE
                PROVISIONS OF THIS AGREEMENT;

            


    

     

    
      	 	
              (b)

            	
              PETERS
                has had an OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE
                AS TO THE
                TERMS OF THIS AGREEMENT to the full extent that he desired before
                signing
                this Agreement;

            


    

     

    
      	 	
              (c)

            	
              PETERS
                understands that this Agreement FOREVER RELEASES INTERNAP from any
                legal
                action arising prior to the date of execution of this
                Agreement;

            


    

     

    
      	 	
              (d)

            	
              PETERS
                has had the opportunity to REVIEW AND CONSIDER THIS AGREEMENT FOR
                A PERIOD
                OF AT LEAST TWENTY ONE (21) DAYS before signing
                it;

            


    

     

    
      	 	
              (e)
                

            	
              PETERS
                understands that HE SHALL HAVE SEVEN (7) DAYS FOLLOWING THE EXECUTION
                OF
                THIS AGREEMENT TO REVOKE SAID AGREEMENT;


            


    

     

    
      	 	
              (f)

            	
              In
                signing this Agreement, PETERS DOES NOT RELY ON NOR HAS HE RELIED
                ON ANY
                REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET
                FORTH
                IN THIS AGREEMENT by INTERNAP or by any of INTERNAP’s agents,
                representatives, or attorneys with regard to the subject matter,
                basis, or
                effect of this Agreement or otherwise;
                and

            


    

     

    
      	 	
              (g)

            	
              PETERS
                was not coerced, threatened, or otherwise forced to sign this Agreement,
                and PETERS is VOLUNTARILY SIGNING AND DELIVERING THIS AGREEMENT of
                his own
                free will, and that each signature appearing hereafter is
                genuine.

            


    

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have signed and executed this Agreement on the dates set forth
      below
      as an expression of their intent to be bound by the foregoing terms of this
      Agreement.

    
 

    
      	/s/ Gregory A. Peters	DATED: 12/15/05
	GREGORY A. PETERS	 
	 	 


    

    


    INTERNAP
      NETWORK SERVICES CORPORATION

    


     

    
      
        	BY: /s/
                Eugene Eidenberg	DATED: 12/15/05
	EUGENE EIDENBERG	 
	Chairman of the Board	 


      

    

     

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