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                                                                   EXHIBIT 10.18


[LOGO]              Internet Services and Co-Location Agreement

Please read this Internet Services and Co-Location Agreement (this "Agreement")
carefully before signing, since by signing this Agreement, you consent to all of
its terms and conditions.  This Agreement is made by and between AboveNet
Communications, Inc. ("AboveNet") and Customer.  This Agreement is effective
upon AboveNet's acceptance as indicated by its signature below on the date below
(the "Effective Date").  This Agreement may De executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.

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Customer Signature: /s/ Larry Slotnick                            Customer ID #:
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Print Name:  Larry Slotnick                                       Contract No.:
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Title:  Vice President                                            Effective Date:
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Date:  7/20/99                                                    AboveNet Signature:
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Company Name:  NOOSH, Inc.                                        Print Name:
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Address:  3401 Hillview Ave.
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          Palo Alto, CA 94304
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Phone:   (650) 858-8300 x333
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Fax:  (650) 858-1015
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Thank you for choosing AboveNet to provide your Internet co-location services.
As used in this Agreement, the term "you" and "customer" refers to the above-
named corporation, partnership or other business entity that enters into this
Agreement, and "service" means the transmission of data to and from the Internet
through the network of routers, switches and communication channels owned and
controlled by AboveNet ("Network") together with co-location services including
24x7 connectivity to the Internet and Co-location Space, as further defined in
this Agreement and in your Order for AboveNet Services Form (the "Order Form").
The initial Order Form is attached to this Agreement as Exhibit A. AboveNet and
                                                        ---------
Customer may enter into subsequent Order Forms, which may supercede or
complement prior Order Forms.  As used in this Agreement, the term "Customer
Equipment" refers to any and all computer equipment, software, networking
hardware or other materials placed by or for Customer in the Co-location Space,
other than AboveNet Equipment.

AboveNet will begin installation, initiation and Service after it receives and
accepts: (1) your Order Form; (2) a copy of this Agreement signed by your
authorized representative and (3) payment of amounts due under Section 1.1
below, detailed on your Order Form.
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1.   Service Fees And Billing. Customer agrees to pay the Service Activation
     Charges, Monthly Service Fees, and other fees indicated on the Order Form
     (collectively, "Service Fees").

     1.1  Activation Charges. AboveNet will bill Customer for all Service
          Activation Charges and first and last month Service Fees (the
          "Activation Charges') upon AboveNet's acceptance of this Agreement and
          the Order Form, AboveNet will not commence installation, Initiation
          and Service unless and until it either has received payment in full of
          all Activation Charges or has agreed, at its sole option, to extend
          credit to Customer.

     1.2  Recurring Fees. AboveNet will begin billing for recurring Service Fees
          on the date that is the earlier of: (a) the Installation Date
          specified in the Order Form; and (b) the date that Customer places
          Customer Equipment in AboveNet's premises. If, however, Customer is
          unable to use the Services commencing on the installation Date solely
          as a result of delays caused by AboveNet, then the installation Date
          specified in the Order Form shall be extended one day for each day of
          delay caused by AboveNet. On or about the first day of each month,
          AboveNet will bill Customer

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          for Network services provided during the previous month, and for co-
          location service to be provided in the current month. Recurring
          Service Fees do not include monthly telephone company charges which
          are billed separately by the local telephone company(s).

     1.3  Payment. All Fees and charges will be due, in U.S. dollars, within
          twenty (20) days of the date of each AboveNet invoice. Late payments
          will accrue interest at a rate of one and one-half percent (1 1/2%)
          per month, or the highest rate allowed by applicable law, whichever is
          lower. If in its judgment AboveNet determines that Customer lacks
          financial resources, AboveNet may, upon written notice to Customer,
          modify the payment terms to secure Customer's payment obligations
          before providing Services.

     1.4  Taxes. All payments required by this Agreement are exclusive of
          applicable taxes and shipping charges. Customer will be liable for and
          will pay in full all such amounts, other than taxes based on AboveNet
          net income.

 2.  Co-Location.

     2.1  Installation. AboveNet grants you the right to operate Customer
          Equipment at the Co-location Space, as specified on your Order Form.
          The Co-location Space is provided on an "AS-IS" basis and you may use
          the Co-location Space only for the purposes of maintaining and
          operating Customer Equipment as necessary to support local access
          communications facilities and links to AboveNet and to third parties.
          Customer will install Customer Equipment in the Co-location Space
          after obtaining the appropriate authorization from AboveNet to access
          AboveNet promises. Customer will remove and be solely responsible for
          all packaging for Customer Equipment.

     2.2  Access. You may access the Co-location Space only in accordance with
          the AboveNet Co-Location Access Policies located at
          http://www.above.net/html/security.html as updated from time to time.
          ---------------------------------------
          Customer not provide or make available to any third party any portion
          of the Co-location Space without AboveNet's prior written consent,
          which consent AboveNet may withhold in its sole discretion.

     2.3  Removal of Customer Equipment. Customer will provide AboveNet with
          written notification two (2) days before Customer wishes to remove any
          Customer Equipment. Before authorizing the removal of any Customer
          Equipment, AboveNet's accounting department will verify that Customer
          has no payments due to AboveNet. Once AboveNet authorizes removal of
          Customer Equipment, Customer will remove such Customer Equipment, and
          will be solely responsible to bring appropriate packaging and moving
          materials. Should Customer use an agent or other third party (for
          example, but without limitation, a common carrier such as U.P.S.) to
          remove Customer Equipment, Customer will be solely responsible for the
          acts of such party, and any damages caused by such party to Customer
          Equipment or otherwise. At Customer's option, AboveNet will remove and
          package Customer Equipment, and place such Customer Equipment in a
          designated area for pick-up, on the condition that Customer either
          provides all packaging needed or pays AboveNet to package Customer
          Equipment, Customer may thereafter remove Customer Equipment from the
          designated area, or may arrange for a carrier to remove and ship such
          equipment with any necessary insurance to be paid by Customer.

 3.  Security. AboveNet does not guarantee security of Customer Equipment, the
     Co-Location Space or of the Network. AboveNet requires that you and your
     employees comply with all Co-Location Security Procedures, as modified from
     time to time, in order to maximize the security of the Network and AboveNet
     premises. AboveNet's current Co-Location Security Procedures are located at
     http://www.above.net/html/security.html, In particular, you must establish
     ---------------------------------------
     a password with AboveNet for purposes of requesting any support services
     with respect to Customer Equipment or your Network connection, either by
     telephone or e-mail. Information detailing password requirements is
     available on the World Wide Web at http://www.above.net /html/sug.html.
                                        -----------------------------------
     Only individuals whom you have identified as "Customer Representatives" in
     writing to AboveNet will be permitted to enter the Co-location Space, to
     request Services on your behalf, or to request any support services with
     respect to Customer Equipment or your Network connection, either by
     telephone or email (for example, but without limitation, instructing
     AboveNet to modify or reconfigure its Services or to remove Customer
     Equipment). For good cause, AboveNet may suspend the right of any Customer
     Representative or other person to visit the AboveNet premises and/or the
     Co-location Space. AboveNet will assist in Network security breach
     detection or identification, but shall not be liable for any inability,
     failure or mistake in doing so.

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 4.  Local and Long Distance Carriers. AboveNet will provide Customer with a
     list of approved third party carriers for data communications and
     telecommunications. Customer is responsible for ordering all local and
     long-distance lines from such third party carriers and ordering any and all
     necessary cross-connects from AboveNet. AboveNet Service Fees for such
     cross-connects are as indicated on the Order Form. The carriers will
     install such circuits in Customer's name. Customer will be solely
     responsible for such circuits and for all payments due to the carriers.
     Customer will notify the carrier directly when Customer wishes to terminate
     or modify such circuit.

 5.  Domain Information and Registration Application. If Customer has not
     registered the domain name that it wishes to use, Customer may complete the
     applicable sections of the Order Form to request registration or a change
     in domain name,

 6.  Other Networks; Approval and Usage. Services include the ability to
     transmit data beyond AboveNet's Network, through other networks, public and
     private. Use of or presence on other networks may require approval of the
     respective network authorities and will be subject to any acceptable usage
     policies such networks may establish. Customer will not hold AboveNet
     responsible for, and AboveNet will not be liable for, such approval or for
     violation of such policies. Customer understands that AboveNet does not own
     or control other networks outside of its Network, and AboveNet is not
     responsible or liable for performance (or non-performance) within such
     networks or within interconnection points between the Service and other
     networks that are operated by third pages.

 7.  Resale. Customer may resell the Service after receiving AboveNet's prior
     written approval as to the nature and scope of such resale as set forth In
     Section 2.2. Should Customer resell any portion of the Service to any other
     party, Customer assumes all liabilities arising out of or related to such
     third party sites and communications. Customer agrees to enter into written
     agreements with any and all parties to which it resells any portion of the
     Services with terms and conditions at least as restrictive and as
     protective of AboveNet's rights as the terms and conditions of this
     Agreement, including, without limitation, Sections 2.3, 3, 6, 8, 9.6-9.8,
     10, 11, 12, 14 and 16, and naming AboveNet as a third party beneficiary.

 8.  Acceptable Use Guidelines. Customer must at all times conform its use of
     the Service to AboveNet's Acceptable Use Guidelines and Anti-SPAM Policy,
     as AboveNet may update such Guidelines and Policy from time to time. The
     current version of AboveNet's Acceptable Use Guidelines can be found at
     http.//www.above.net/html/aug.html. AboveNet's Anti-SPAM Policy is located
     ----------------------------------
     at http://www.above.net/html/anti-spam.html. If AboveNet Is informed by
        ----------------------------------------
     government authorities or other parties of inappropriate or illegal use of
     AboveNet's facilities (including but not limited to the Network) or other
     networks accessed through AboveNet, or AboveNet otherwise learns of such
     use or has reason to believe such use may be occurring, then Customer will
     cooperate in any resulting investigation by AboveNet or government
     authorities. Any government determinations will be binding on Customer. If
     Customer fails to cooperate with any such investigation or determination,
     or fails to immediately rectify any illegal use, AboveNet may immediately
     suspend Customer's Service. Further, upon notice to Customer, AboveNet may
     modify or suspend Customer's Service as necessary to comply with any law or
     regulation as reasonably determined by AboveNet. This includes, without
     limitation, any use contrary to the Digital Millennium Copyright Act of
     1998, 17 U.S.C. 512.

 9.  Limited Service Level Warrant. AboveNet warrants that it will use its
     commercially reasonable efforts to minimize Excess Packet Loss and Latency,
     and to avoid Downtime, and that AboveNet will provide the following
     remedies to customer; (Excess Packet Loss, Latency and Downtime are defined
     below).

     9.1  Packet Loss and Latency. AboveNet does not proactively monitor the
          packet loss or transmission latency of specific customers. AboveNet
          does, however, proactively monitor the aggregate packet loss and
          transmission latency within its LAN and WAN. In the event that
          AboveNet discovers (either from its own efforts or either being
          notified by Customer) that Customer is experiencing packet loss in
          excess of five percent (.5%) ("Excess Packet Loss") or transmission
          latency In excess of 120 milliseconds round-trip time based on
          AboveNet's measurements ("Latency") between any two routers within the
          continental United States portion of the Network on average for each
          hour, and Customer notifies AboveNet (or AboveNet has notified
          Customer), then AboveNet will use its commercially reasonable actions
          to determine the source of the Excess Packet Loss or Latency and
          correct the problem.

     9.2  Remedy for Failure. If either Excess Packet Loss or Latency occurs and
          it stems from a source within the Network and not from the Customer or
          beyond the Network, and if AboveNet fails to

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          correct the Excess Packet Loss or Latency after using its commercially
          reasonable efforts for a period of twenty-four (24) hours after the
          onset of such Excess Packet Loss or Latency, then AboveNet will credit
          Customer's account the pro-rata Bandwidth Fees (as set forth in the
          applicable Order Form) for the continuous duration of such Excess
          Packet Loss or Latency; provided that all such credits will not exceed
          an aggregate maximum credit of Bandwidth Fees otherwise due from
          Customer for one (1) calendar month for failures in any one (1)
          calendar month.

     9.3  Inability to Access the Internet (Downtime). AboveNet will use its
          commercially reasonable efforts to avoid Downtime for 99.9% of the
          hours as an average calculated over each calendar year. If Customer is
          unable to transmit and receive information from the Network to other
          portions of the Internet because AboveNet failed to provide Network
          access Services ("Downtime") for more than four (4) continuous hours,
          then AboveNet will credit Customer's account the pro-rata Bandwidth
          Fees (as set forth In the applicable Order Form) for the continuous
          duration of such Excess Packet Loss or Latency; provided that all such
          credits will not exceed an aggregate maximum credit of Bandwidth Fees
          otherwise due from Customer for one (1) calendar month for failures in
          any one (1) calendar month. For purposes of the foregoing, "unable to
          transmit and receive" shall mean sustained packet loss in excess of
          fifty percent (50%) based on AboveNet measurements.

     9.4  Year 2000. AboveNet hereby incorporates its Year 2000 Compliance
          Disclosure found at http://www.above.net/html/y2k/html into this
                              ----------------------------------
          Agreement. If Customer experiences any Excess Packet Loss, Latency or
          Downtime due to AboveNet's failure to be Year 2000 compliant (as
          defined in the Year 2000 Compliance Disclosure), Customer will have
          the remedies set forth in this Section 9, and the limitations sat
          forth in this Section 9, Section 11 and the Year 2000 Compliance
          Disclosure. The Year 2000 Compliance Disclosure, as incorporated into
          this Agreement, is provided as a "Year 2000 Readiness Disclosure" as
          defined in the Year 2000 Information and Readiness Disclosure Act of
          1998 (Public Law 105-Z71, 112 Stat. 2386) enacted on October 19, 1998.

     9.5  Customer Must Request Credit. Customer must notify AboveNet within
          three (3) business days from the time Customer becomes eligible to
          receive a credit under this Section 9 to receive such credit. Failure
          to comply with this requirement will forfeit Customer's right to
          receive a credit.

     9.6  Limitation on Remedies. If Customer is entitled to multiple credits
          under this Section 9, such credits shall not be cumulative beyond a
          total of credits for one (1) calendar month of Bandwidth Fees in any
          one (1) calendar month in any event. AboveNet will not apply a credit
          under Section 9.2 for any Excess Packet Loss or Latency for which
          Customer received a credit under Section 9.3. AboveNet will only apply
          a credit to the month in which the Incident occurred. Further,
          AboveNet will not apply a credit for any period in which Customer
          received any bandwidth Services free of charge. Sections 9.2 and 9.3
          above state Customer's sole and exclusive remedy for any failure by
          AboveNet to provide services or adequate service levels, including,
          but not limited to any outages or Network congestion. AboveNet's
          blocking of data communications in contravention of its Anti-SPAM
          Policy or Acceptable Use Guidelines shall not be deemed to be a
          failure of AboveNet to provide adequate Service levels under this
          Agreement.

     9.7  No Other Warranty. Except for the express, warranty set out in this
          Section 9 above, the Services are provided on an "As Is" basis, and
          Customer's use of the Services is at its own risk. AboveNet does not
          make, and hereby disclaims, any and all other express and implied
          warranties, including, but not limited to, warranties of
          merchantability, fitness for a particular purpose, noninfringement and
          title, and any warranties arising from a course of dealing, usage, or
          trade practice. AboveNet does not warrant that the Services will be
          uninterrupted, error-free, or completely secure.

     9.8  Disclaimer Of Third Party Actions and Control. AboveNet does not and
          cannot control the flow of data to or from the Network and other
          portions of the Internet. Such flow depends in large part on the
          performance of Internet services provided or controlled by third
          parties. At times, actions or inactions caused by these third parties
          can produce situations in which AboveNet customers' connections to the
          Internet (or portions thereof) may be impaired or disrupted. Although
          AboveNet will use commercially reasonable efforts to take actions it
          deems appropriate to remedy end avoid such events, AboveNet cannot
          guarantee that they will not occur. Accordingly, AboveNet disclaims
          any and all liability resulting from or related to such events.

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     10.  Insurance. Customer will keep in full force and effect during the term
          of this Agreement: (i) business loss and interruption insurance in an
          amount not less than that necessary to compensate Customer and its
          customers for complete failure of Service; (ii) comprehensive general
          liability insurance in an amount not less than one (1) million dollars
          per occurrence for bodily injury and property damage; (ii) employer's
          liability insurance in an amount not less than one (1) million dollars
          per occurrence; and (iii) workers' compensation insurance in an amount
          not less than that required by applicable law. Customer also agrees
          that it will be solely responsible for ensuring that its agents
          (including contractors end subcontractors) maintain other insurance at
          levels no less than those required by applicable law and Customary in
          Customer's end its agents' industries. Prior to installation of any
          Customer Equipment in the Co-location Space or otherwise as AboveNet
          may request, Customer will furnish AboveNet with certificates of
          Insurance which evidence the minimum levels of Insurance set forth
          above. Customer agrees that prior to the installation of any Customer
          Equipment at AboveNet premises or the Co-location Space, Customer will
          cause its insurance provider(s) to name both AboveNet and the AboveNet
          landlord indicated on the applicable Order Form as additional insured
          and notify AboveNet in writing of the effective data of such coverage.
          Customer agrees that Customer and its agents and representatives shall
          not pursue any claims against AboveNet for any liability AboveNet may
          have under or relating to this Agreement unless and until Customer or
          Customer's employee, as applicable, first makes claims against
          Customer's insurance provider(s) and such insurance provider(s)
          finally resolve(s) such claims. Any inability by Customer to furnish
          the proof the insurance required under this Section 10 or failure to
          obtain such insurance shall be a materiel breach of this Section 10
          and of this Agreement.

     11.  Limitations of Liability.

          11.1  Personal Injury. Each Customer Representative and any other
                persons visiting AboveNet facilities does so at his or her own
                risk and AboveNet shall not be liable for any harm to such
                persons resulting from any cause other than AboveNet's gross
                negligence or willful misconduct resulting in personal injury to
                such persons during such a visit.

          11.2  Damage to Customer Business. Except as expressly set forth In
                Section 9 including the limited remedy and other limitations set
                forth under Section 9, in no event will AboveNet be liable to
                Customer, any Customer Representative, or any third party for
                any claims arising out of or related to Customer's business,
                Customer's customers or clients, Customer Representative's
                activities at AboveNet or otherwise, or for any lost revenue,
                lost profits, replacement goods, loss of technology, rights or
                services, incidental, punitive, indirect or consequential
                damages, loss of data, or interruption or loss of use of Service
                or of any Customer's business, even if advised of the
                possibility of such damages, whether under theory of contract,
                tort (including negligence), strict liability or otherwise.

          11.3  Damage to Customer Equipment. AboveNet assumes no liability for
                any damage to, or loss of, any Customer Equipment resulting from
                any cause other than AboveNet's gross negligence or willful
                misconduct. To the extent AboveNet is liable for any damage to,
                or loss of, the Customer Equipment for any reason, such
                liability will be limited solely to the then-current value of
                the Customer Equipment and further subject to the limitations
                set forth in this Section 11.3 and in Section 11.4 below. In no
                event will AboveNet be liable to Customer, any Customer
                Representative, or any third party for any claims arising out of
                or related to Customer Equipment for any lost revenue, lost
                profits, replacement goods, loss of technology, rights or
                services, incidental, punitive, indirect or consequential
                damages, loss of data, or interruption or Ioss of use of any
                Customer Equipment even if advised of the possibility of such
                damages, whether under theory of contract, tort (including
                negligence), strict liability or otherwise.

          11.4  Maximum Liability. Notwithstanding anything to the contrary in
                this Agreement, AboveNet's maximum aggregate liability to
                Customer related to or in connection with this Agreement will be
                limited to the total amount paid by Customer to AboveNet
                hereunder for the Twelve (12) month period prior to the event or
                events giving rise to such liability.

     12.  Defense of third party claims and Indemnification.

          12.1  Defense. Customer will defend AboveNet, its directors, officers,
                employees, affiliates and customers (collectively, the "Covered
                Entities") from and against any end all claims, actions or
                demands brought by or against AboveNet and/or any of the Covered
                Entities alleging: (a) with respect to the Customer's business:
                (i) infringement or misappropriation of any intellectual
                property

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                rights; (ii) defamation, libel, slander, obscenity, pornography,
                or violation of the rights of privacy or publicity; or (iii)
                spamming, or any other offensive, harassing or illegal conduct
                or violation of the Acceptable Use Guidelines or Anti-Spam
                Policy; (b) any damage or destruction to the co-location Space,
                the Network, AboveNet premises, AboveNet Equipment or to any
                other AboveNet customer which damage is caused by or otherwise
                results from acts or omissions by Customer, Customer
                Representative(s) or Customer's designees; (c) any personal
                injury or property damage to any Customer employee, Customer
                Representative or other Customer designee arising out of such
                individual's activities related to the Services, unless such
                injury or property damage is caused solely by AboveNet's gross
                negligence or willful misconduct; or (d) any other damage
                arising from the Customer Equipment or Customer's business
                (collectively, the "Covered Claims").

          12.2  Indemnification. Customer hereby agrees to indemnify AboveNet
                and each covered Entity from and against all damages, costs, and
                fees awarded in favor of third parties in each Covered Claim,
                and Customer will indemnify and hold harmless AboveNet and each
                Covered Entity from and against any and all claims, demands,
                liabilities, losses, damages, expenses and costs (including
                reasonable attorneys fees) (collectively, "Losses") suffered by
                AboveNet and each Covered Entity which Losses result from or
                arise out of a Covered Claim.

          12.3  Notification. Customer will provide AboveNet with prompt written
                notice of each Covered Claim of which Customer becomes aware,
                and, at AboveNet's sole option, AboveNet may elect to
                participate in the defense and settlement of any Covered Claim,
                provided that such participation shall not relieve Customer of
                any of its obligations under this Section 12.

     13.  Reliance on Disclaimer, Liability Limitations and Indemnification
          Obligations. Customer acknowledges that AboveNet has set its prices
          and entered into this Agreement in reliance upon the limitations and
          exclusions of liability, the disclaimers of warranties and damages and
          Customer's indemnity obligations set forth herein, and that the same
          form an essential basis of the bargain between the parties. The
          parties agree that the limitations and exclusions of liability and
          disclaimers specified in this Agreement will survive and apply even if
          this Agreement is found to have failed of their essential purpose.

     14.  Confidential Information. Each party acknowledges that it will have
          access to certain confidential information of the other party
          concerning the other party's business, plans, customers, technology,
          and products, including the terms and conditions of this Agreement
          ("Confidential Information"). Confidential Information will Include,
          but not be limited to, each party's proprietary software and customer
          information. Each party agrees that it will not use in any way, for
          its own account or the account of any third party, except as expressly
          permitted by this Agreement, nor disclose to any third party (except
          as required by law or to that party's attorneys, accountants end other
          advisors as reasonably necessary), any of the other party's
          Confidential Information and will take reasonable precautions to
          protect the confidentiality of such information. Information will not
          be deemed Confidential Information hereunder if such information: (i)
          is known to the receiving party prior to receipt from the disclosing
          party directly or indirectly from a source other than one having an
          obligation of confidentiality to the disclosing party; (ii) becomes
          known (independently of disclosure by the disclosing party) to the
          receiving party directly or indirectly from a source other than one
          having an obligation of confidentiality to the disclosing party; (iii)
          becomes publicly known or otherwise ceases to be secret or
          confidential, except through a breach of this Agreement by the
          receiving party; (iv) is independently developed by the receiving
          party; or (vi) is required to be released by law or regulation,
          provided that the receiving party provide prompt written notice to the
          disclosing party of such impending release, and the releasing party
          cooperate fully with the disclosing party to minimize such release.

     15.  Term. This Agreement will be effective beginning on the Effective Date
          and ending at the end of the last "Term" specified in any Order Form
          accepted by AboveNet, unless terminated as provided in Section 10
          below. Use of any Service after the date specified on the Order Form
          under which such Service was provided will constitute Customer's
          acceptance of AboveNet's then current standard Agreement and the fee
          rates then in effect, but be terminable by AboveNet upon notice.

     16.  Termination.

          16.1  For Nonpayment. After fifteen (15) days of non-payment from the
                due date, or such longer period as AboveNet's Billing Terms &
                Conditions may provide, AboveNet may disable Service. To re-
                enable Service, AboveNet will require a reconnection fee. After
                thirty (30) days of nonpayment from the AboveNet invoice due
                date, or such longer period as AboveNet's Billing Terms &

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                Conditions may provide, AboveNet may terminate the Service
                permanently. Termination does not remove Customer's obligations
                under this Agreement, including the obligation to pay ail fees
                for Service until termination or due for a committed, initial
                Term.

          16.2  Unacceptable Use; Bankruptcy. AboveNet may terminate this
                Agreement upon written notice to Customer for Violation of the
                Acceptable Use Guidelines or Anti-SPAM Policy or if Customer
                becomes the subject of a voluntary petition in bankruptcy or any
                voluntary proceeding relating to insolvency, receivership,
                liquidation, or composition for the benefit of creditors or
                becomes the subject of an involuntary petition in bankruptcy or
                any involuntary proceeding relating to insolvency, receivership,
                liquidation, or composition for the benefit of creditors, if
                such petition or proceeding is not dismissed within sixty (60)
                days of filing.

          16.3  For Cause. Either party may terminate this Agreement if the
                other party materially breaches any term or condition of this
                Agreement and fails to cure such breach within thirty (30) days
                after receipt of written notice of the same, except in the case
                of failure to pay fees which failure is subject to Section 16.1
                above or for failure to comply with AboveNet's Acceptable Use
                Guidelines or Anti-SPAM Policy as set forth in Section 16.2.

          16.4  No Liability for Termination. Neither party will be liable to
                the other for any termination or expiration of this Agreement in
                accordance with its terms. However, expiration or termination
                will not extinguish claims or liability (including, without
                limitation, for payments due) arising prior to such expiration
                or termination.

          16.5  Effect of Termination. Upon the effective date of expiration or
                termination of this Agreement: (a) AboveNet will immediately
                cease providing the Services; (b) any and all payment
                obligations of Customer under this Agreement will become due
                immediately, including but not limited to Recurring Service Fees
                through the end of the term indicated on the Order Form adjusted
                for the net present value of the prospective payments except in
                the case of termination per Section 16.2 above; (c) within
                thirty (30) days after such expiration or termination, each
                party will return all Confidential information of the other
                party in its possession at the time of expiration or termination
                and will not make or retain any copies of such Confidential
                Information except as required to comply with any applicable
                legal or accounting record keeping requirement; and (d) Customer
                will remove from AboveNet's premises all Customer Equipment and
                any of its other property on AboveNet premises within ten (10)
                days of AboveNet's request (and only after Customer receives
                authorization from AboveNet as provided in Section 2.3) and
                return the Co-location Space to AboveNet In the same condition
                as it was prior to Customer's installation. If Customer does not
                remove such property (or cannot remove such property because of
                payments due to AboveNet) within such ten (10) day period, then
                AboveNet may move any and all such property to storage and
                charge Customer for the cost of such removal and storage,
                without being liable for related damages. If Customer does not
                pay all amounts due to AboveNet and remove such property from
                AboveNet premises or storage within thirty (30) days of such
                AboveNet request, AboveNet may liquidate the property in any
                reasonable manner, without being liable for related damages.

          16.6  Survival. The following provisions will survive any expiration
                or termination of the Agreement: Sections 1.3, 1,4, 2 (until all
                Customer Equipment is removed from the Co-location Space), 3, 4,
                6, 8, 9.5-9.8, 10-13, 14 (for a period of three (3) years),
                16.4-16.6, and 17.

     17.  Miscellaneous Provisions.

          17.1  Force Majeure. Except for the obligation to pay money, neither
                party will be liable for any failure or delay in its performance
                under this Agreement, or for credits under Section 9, due to any
                cause beyond its reasonable control, including act of war, acts
                of God, earthquake, flood, embargo, riot, sabotage, labor
                shortage or dispute, governmental act or failure of the
                Internet, provided that the delayed party: (a) gives the other
                party prompt notice of such cause, and (b) uses its reasonable
                commercial efforts to correct promptly such failure or delay in
                performance.

          17.2  No Lease. This Agreement is a services agreement and is not
                intended to and will not constitute a lease of any real or
                personal property. In particular, Customer acknowledges and
                agrees that Customer has not been granted any real property
                interest in the Co-location Space or other AboveNet premises,
                and Customer has no rights as a tenant or otherwise under any
                real property or landlord/tenant laws, regulations, or
                ordinances,

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          17.3  Marketing. Customer agrees that AboveNet may refer to Customer
                by trade name and trademark, and may briefly describe Customer's
                Business, in AboveNet marketing materials and web site. Customer
                hereby grants AboveNet a limited license to use any Customer
                trade names and trademarks solely in connection with the rights
                granted to AboveNet pursuant to this Section 17.3. All goodwill
                associated with Customer's trade name and trademarks will inure
                solely to Customer. Customer may display the slogan "Powered by
                AboveNet" together with the AboveNet logo, or any other AboveNet
                trademark or service mark or logo, on Customer's web sites or
                marketing literature only after obtaining AboveNet's written
                approval on a case-by-case basis, and provided that Customer
                abide by the AboveNet trademark guidelines and such other
                guidelines as AboveNet may provide Customer. All goodwill
                associated with AboveNet's trade name, trademarks, slogans and
                Iogos will inure solely to AboveNet.

          17.4  Government Regulations. Customer will not export, re-export,
                transfer, or make available, whether directly or indirectly, any
                regulated item or information to anyone outside the U.S. in
                connection with this Agreement without first complying with all
                export control laws and regulations which may be imposed by the
                U.S. Government and any country or organization of nations
                within whose Jurisdiction Customer operates or does business.

          17.5  Assignment. Neither party may assign its rights or delegate its
                duties under this Agreement either in whole or in part without
                the prior written consent of the other party, except to a party
                that acquires substantially all of the assigning party's assets
                or a majority of its Stock as part of a corporate merger or
                acquisition. Any attempted assignment or delegation without such
                consent will be void. This Agreement will bind and inure to the
                benefit of each party's successors and permitted assigns.

          17.6  Notices. Any notice or communication required or permitted to be
                given hereunder may be delivered personally, deposited with an
                overnight courier, sent by confirmed facsimile, or mailed by
                registered or certified mail, return receipt requested, postage
                prepaid, in each case to the address of the receiving party
                first indicated above, or at such other address as either party
                may provide to the other by written notice. Such notice will be
                deemed to have been given as of the date it is delivered, or
                five (5) days after mailed or sent, whichever is earlier.

          17.7  Relationship of Parties. AboveNet and Customer are independent
                contractors and this Agreement will not establish any
                relationship of partnership, joint venture, employment,
                franchise or agency between AboveNet and Customer. Neither
                AboveNet nor Customer will have the power to bind the other or
                incur obligations on the other's behalf without the other's
                prior written consent, except as otherwise expressly provided
                herein.

          17.8  Choice of Law and Arbitration. This Agreement will be governed
                by and construed in accordance with the laws of the State of
                California, excluding its conflict of laws principles. Each
                party agrees to submit any and all disputes concerning this
                Agreement, if not resolved between the parties, to binding
                arbitration under one (1) neutral, independent end impartial
                arbitrator in accordance with the Commercial Rules of the
                American Arbitration Association ("AAA"); provided, however, the
                arbitrator may not vary, modify or disregard any of the
                provisions contained in this Section 17.8. The decision and any
                award resulting from such arbitration shall be final and
                binding. The place of arbitration will be at AboveNet's offices.
                The arbitrator is not empowered to award damages in excess of
                compensatory damages and each party hereby irrevocably waives
                any right to recover such damages with respect to any dispute
                resolved by arbitration. Both parties shall equally share the
                fees of the arbitrator. The language of arbitration will be
                English; provided, however that an interpreter may be provided
                for any witness that requires an interpreter. The cost of such
                interpretation will be borne by the party requesting the
                interpreter. Any final decision or award from arbitration under
                this Section 17.8 will be in writing and reasoned. The
                arbitrator may award attorney's fees to the prevailing party as
                determined by the arbitrator with wide discretion considering
                both (i) which party bettered its position most by the outcome
                of the Arbitration, and (ii) that the parties intended that all
                limitations on liability would be enforced by the arbitrator.
                Except for attorney's fees as the arbitrator may award as
                provided in the previous sentence, each will bear their own
                costs and expenses that are reasonable and necessary for
                participating in arbitration under this Section 17.8. As part of
                any arbitration conducted under this Section 17.8, each party
                may: (i) request from the other party documents and other
                materials relevant to the dispute and likely to bear on the
                issues in such dispute, (ii) conduct no more than five (5) oral
                depositions each of which will be limited to a maximum of seven
                hours in testimony, and (iii) propound to the other

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                party no more than thirty (30) written interrogatories, answers
                to which the other party will give under oath. All the dispute
                resolution proceedings contemplated in this Section 17.8 will be
                as confidential and private as permitted by law. The parties
                will not disclose the existence, content or results of any
                proceedings conducted in accordance with this Section 17.8, and
                materials submitted in connection with such proceedings will not
                be admissible in any other proceeding, provided however, that
                this confidentiality provision will not prevent a petition to
                vacate or enforce an arbitration award, and shall not bar
                disclosures required by law. The parties agree that any decision
                or award resulting from proceedings in accordance with this
                Section 17.8 shall have no preclusive effect in any other matter
                involving third parties. All applicable statutes of limitation
                and defenses based upon the passage of time will be tolled while
                the procedures specified in this Section 17.8 are pending. The
                parties will take such action, if any, required to effectuate
                such tolling. The arbitration shall be governed by the United
                States Arbitration Act and judgement upon the award rendered by
                the arbitrator may be entered by any court having jurisdiction.

          17.9  Entire Agreement. This Agreement, together with the Order Form
                and AboveNet policies referred to in this Agreement represents
                the complete agreement and understanding of the parties with
                respect to the subject matter herein, and supersedes any other
                agreement or understanding, written or oral. This Agreement may
                be modified only through a written instrument signed by both
                parties. Both parties represent end warrant that they have full
                corporate power and authority to execute and deliver this
                Agreement end to perform their obligations under this Agreement
                and that the person whose signature appears above is duly
                authorized to enter into this Agreement on behalf of the
                respective party. Should any terms of this Agreement be declared
                void or unenforceable by any arbitrator or court of competent
                jurisdiction, such terms will be amended to achieve as nearly as
                possible the same economic effect as the original terms and the
                remainder of this Agreement will remain in full force and
                effect. If a conflict arises between Customer's purchase order
                terms and this Agreement, this Agreement shall take precedence.
                In the area of International, federal, state or local government
                orders, Customer's purchase order must contain the following
                language: "Notwithstanding any provisions to the contrary on the
                face of this purchase order, attachments to this purchase order,
                or on the reverse side of this purchase order, this purchase
                order is being used for administrative purposes only, and this
                purchase order is placed under and subject solely to the terms
                and conditions of the AboveNet Network Agreement executed
                between Customer and AboveNet."

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