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                                                                    Exhibit 10.3


                              STORAGENETWORKS, INC.
                  2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1.  Purpose.

     The purpose of this 2000 Non-Employee Director Stock Option Plan (the
"Plan") of StorageNetworks, Inc. (the "Company") is to advance the interests of
the Company's stockholders by enhancing the Company's ability to attract, retain
and motivate outside directors of the Company by providing such directors with
equity ownership opportunities and thereby better aligning the interests of such
directors with those of the Company's stockholders.

2.  Administration.

     The Board of Directors of the Company (the "Board") shall supervise and
administer the Plan.  Grants of stock options under the Plan and the amount and
nature of the awards to be granted shall be automatic in accordance with Section
5.  However, all questions concerning interpretation of the Plan or any options
granted under it shall be resolved by the Board.  The Board shall have authority
to adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable.  The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
option in the manner and to the extent it shall deem expedient to carry the Plan
into effect and it shall be the sole and final judge of such expediency.  No
member of the Board shall be liable for any action or determination relating to
the Plan.  All decisions by the Board shall be made in the Board's sole
discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any option granted pursuant to the Plan.  No director
or person acting pursuant to the authority delegated by the Board shall be
liable for any action or determination under the Plan made in good faith.

3.  Participation in the Plan.

     Directors of the Company who are not full-time employees of the Company or
any subsidiary of the Company ("outside directors") shall be eligible to receive
options under the Plan.

4.  Stock Subject to the Plan.

     (a) Subject to adjustment under Section 7 below, 400,000 shares of common
stock, $.01 par value per share, of the Company (the "Common Stock") shall be
available for issuance under the Plan, increased annually on the first day of
March, beginning on March 1, 2001, by an amount equal to the number of shares of
Common Stock required to restore the total number of shares of Common Stock then
available for issuance upon exercise of options granted under the Plan to
400,000; provided, however, that the maximum number of shares issuable under the
Plan shall not exceed 4,000,000 shares of Common Stock.

     (b) If any outstanding option under the Plan for any reason expires or is
terminated, surrendered or canceled without having been exercised in full or is
forfeited in whole or in part

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or results in any Common Stock not being issued, the shares covered by the
unexercised portion of such option shall again become available for issuance
pursuant to the Plan. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.

     (c) All options granted under the Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").

5.  Terms, Conditions and Form of Options.

     Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board shall from time to time approve, which
agreements may contain terms and conditions in addition to but not inconsistent
with those set forth in the Plan.

     (a) Option Grant Dates.  Subject to adjustment as provided in Section 7,
options shall automatically be granted to all eligible outside directors as
follows:

          (i) each person who first becomes an eligible outside director after
the approval of the Plan by the Company's stockholders  shall be granted an
option (the "Initial Option") to purchase 25,000 shares of Common Stock on the
date of his or her initial election or appointment to the Board; and

          (ii)  each eligible outside director shall be granted an additional
option (the "Additional Option") to purchase 10,000 shares of Common Stock on
the date of each Annual Meeting of Stockholders of the Company commencing with
the first Annual Meeting of Stockholders following the Company's initial public
offering of Common Stock pursuant to an effective registration statement under
the Securities Act of 1933, as amended (each such date referred to herein as an
"Additional Option Grant Date"), provided that he or she is an eligible director
immediately prior to such Annual Meeting and continues to serve as a director
immediately following such Annual Meeting, and provided further that the
Additional Option Grant Date is at least six months after he or she received an
Initial Option.

     (b) Option Exercise Price.  The option exercise price per share of Common
Stock for each option granted under the Plan shall equal (i) the last reported
sales price per share of Common Stock on the Nasdaq National Market (or, if the
Company is traded on a nationally recognized securities exchange on the date of
grant, the reported closing sales price per share of Common Stock by such
exchange) on the date of grant (or if no such price is reported on such date
such price as reported on the nearest preceding day) or (ii) if the Common Stock
is not traded on the Nasdaq National Market or such an exchange, the fair market
value per share of Common Stock on the date of grant as determined by the Board.

     (c) Options Non-Transferable.  Except as the Board may otherwise determine
or provide in an option agreement, any option granted under the Plan to an
optionee shall not be sold, assigned, transferred, pledged or otherwise
encumbered by the person to whom it was granted, either voluntarily or by
operation of law, other than by will or the laws of descent and distribution and
shall be exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.

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     (d)  Exercise Period.

          (i) Initial Options. Each Initial Option granted pursuant to Section
5(a)(i) of the Plan shall immediately become exercisable as to 100% of the
shares subject to the option on the date such option was granted, except that
any shares issued by the Company upon exercise of the option shall be subject to
a right of repurchase at the exercise price (the "Purchase Option") in favor of
the Company. The Company's Purchase Option shall be exercisable in the event the
director ceases to be a director of the Company and shall lapse as to one-half
of the shares on each of the first two anniversaries of the date the option was
granted.

          (ii) Additional Options. Each Additional Option granted pursuant to
Section 5(a)(ii) of the Plan shall immediately become exercisable as to 100% of
the shares subject to the option on the date such option was granted, except
that any shares issued upon exercise of the option shall be subject to a
Purchase Option in favor of the Company, similar to that described in Section
5(d)(i) above.

     (e) Termination.  Each option shall terminate, and may no longer be
exercised, on the earlier of the date (i) 10 years after the date such option
was granted or (ii) 60 days after the optionee ceases to serve as a director of
the Company; provided that, in the event an optionee ceases to serve as a
director due to his or her death or disability (within the meaning of Section
22(e)(3) of the Code or any successor provision), then the exercisable portion
of the option may be exercised within the period of 180 days following the date
the optionee ceases to serve as a director (but in no event later than 10 years
after the date such option was granted) by the optionee or by the person to whom
the option is transferred by will, by the laws of descent and distribution, or
by written notice pursuant to Section 5(g).

     (f) Exercise Procedure.  An option may be exercised only by written notice
to the Company at its principal office accompanied by payment of the full
consideration for the shares as to which the option is exercised.  Such payment
may be made as follows:

          (i) in cash or by check, payable to the order of the Company;

          (ii) in the sole discretion of the Board, by delivery of a promissory
note of the optionee to the Company on terms determined by the Board;

          (iii)  by payment of such other lawful consideration as the Board may
determine; or

          (iv) any combination of the above permitted forms of payment.

     (g) Exercise by Representative Following Death of Director.  An optionee,
by written notice to the Company, may designate one or more persons (and from
time to time change such designation), including his or her legal
representative, who, by reason of the optionee's death, shall acquire the right
to exercise all or a portion of the option.  If the person or persons so
designated wish to exercise any portion of the option, they must do so within
the term of the option as provided herein.  Any exercise by a representative
shall be subject to the provisions of the Plan.

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6.  Limitation of Rights.

     (a) No Right to Continue as a Director.  Neither the Plan, nor the granting
of an option nor any other action taken pursuant to the Plan, shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Company will retain the optionee as a director for any period of time.

     (b) No Stockholder Rights for Options.  No optionee nor a designated
beneficiary thereof shall have any rights as a stockholder with respect to any
shares of Common Stock to be distributed with respect to an option until
becoming the record holder of such shares.

7.  Adjustments for Changes in Common Stock and Certain Other Events

     (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the limits per optionee set forth in Section 5(a), and (iii) the number and
class of securities and exercise price per share subject to each outstanding
option, shall be appropriately adjusted by the Company to the extent the Board
shall determine, in good faith, that such an adjustment (or substitution) is
necessary and appropriate. If this Section 7(a) applies and Section 7(c) also
applies to any event, Section 7(c) shall be applicable to such event, and this
Section 7(a) shall not be applicable.

     (b) Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the optionees
provide that all then unexercised options will (i) become exercisable in full as
of a specified time at least 10 business days prior to the effective date of
such liquidation or dissolution and (ii) terminate effective upon such
liquidation or dissolution, except to the extent exercised before such effective
date.

     (c)  Acquisition Events

          (1) Definition. An "Acquisition Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property or (b) any exchange of shares of the Company for
cash, securities or other property pursuant to a statutory share exchange
transaction.

          (2) Consequences of an Acquisition Event on Options. Upon the
occurrence of an Acquisition Event, or the execution by the Company of any
agreement with respect to an Acquisition Event, the Board shall provide that all
outstanding options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an option shall be considered to be assumed if,
following consummation of the Acquisition Event, the option confers the right to
purchase, for each share of Common Stock subject to the Option immediately prior
to the consummation of the Acquisition Event, the consideration (whether cash,
securities or other property) received as a result of the Acquisition Event by
holders of Common Stock for each share of Common Stock held immediately prior to
the consummation of the Acquisition Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Acquisition Event is not solely common
stock of the acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of options to
consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Acquisition Event.

     Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
options, then the Board shall, upon written notice to the optionees, provide
that all then unexercised options will become exercisable in full as of a
specified time prior to the Acquisition Event and will terminate immediately
prior to the consummation of such Acquisition Event, except to the extent
exercised by the optionees before the consummation of such Acquisition Event;
provided, however, that in the event of an Acquisition Event under the terms of
which holders of Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered pursuant to such Acquisition
Event (the "Acquisition Price"), then the Board may instead provide that all
outstanding options shall terminate upon consummation of such Acquisition Event
and that each optionee shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the Acquisition Price multiplied by
the number of shares of Common Stock subject to such outstanding options
(whether or not then exercisable), exceeds (B) the aggregate exercise price of
such options.

8.  Modification, Extension and Renewal of Options.

     The Board may amend, modify or terminate any outstanding option, including
but not limited to, substituting therefor another option or changing the date of
exercise, provided that the optionee's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the optionee.

9.  Legends.

      The Company may at any time place legends referencing the Purchase Option
described in Section 5(d)(i) above and any applicable federal or state
securities law restrictions on all certificates representing shares of stock
subject to the provisions of this Plan.  The Optionee shall, at the request of
the Company, promptly present to the Company any and all certificates
representing shares acquired pursuant to an Award in the possession of a
Participant in order to effectuate the provisions of this paragraph.  Unless
otherwise specified by the Company, legends placed on such certificates may
include, but shall not be limited to, the following:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE
     OPTION IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN
     AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH
     HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE
     PRINCIPAL OFFICE OF THE CORPORATION."

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10.  Fractional Shares.

     The Company shall not be required to issue fractional shares upon the
exercise of an Option.

11.  Amendment of the Plan.

     The Board may amend, suspend or terminate the Plan or any portion thereof
at any time, provided that no amendment shall be made without stockholder
approval if such approval is necessary to comply with any applicable tax or
regulatory requirements.  Amendments requiring stockholder approval shall become
effective when adopted by the Board.

12.  Withholding.

     Each optionee shall pay to the Company, or make provision satisfactory to
the Board for payment of, any taxes required by law to be withheld in connection
with options granted under the Plan to such optionee no later than the date of
the event creating the tax liability.  The Board may allow optionees to satisfy
such tax obligations in whole or in part in shares of Common Stock, including
shares retained from the option creating the tax obligation, valued at their
fair market value as determined by the Board in good faith.  The Company may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to an optionee.

13.  Notice.

     Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.

14.  Governing Law.

     The provisions of the Plan, all determinations made and actions taken
pursuant hereto and all options made hereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware, without regard
to any applicable conflicts of law.

15.  Effective Date and Term of Plan.

     The Plan shall become effective on the date of approval by the stockholders
of the Company.  No options shall be granted under the Plan after the completion
of ten years from the earlier of (i) the date on which the Plan was adopted by
the Board or (ii) the date the Plan was approved by the Company's stockholders,
but options previously granted may extend beyond that date.

                    Adopted by the Board on March 22, 2000

                    Approved by the stockholders as of March 31, 2000


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