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                                                                   EXHIBIT 10.29

                       OUTSIDE SERVICE PROVIDER AGREEMENT

                 This OUTSIDE SERVICE PROVIDER AGREEMENT (the "Agreement") is
         entered into as of April 7, 1998 by and between Verio, Inc., a
         Delaware corporation, whose offices are located at 8005 South Chester
         Street, Suite 200, Englewood, Colorado  80112 ("Verio") and NTT
         America, Inc., a New York corporation, whose offices are located at
         101 Park Avenue, 41st Floor, New York, New York  10178 ("NTT America")
         (each a "Party" and collectively the "Parties").

                 WHEREAS, Verio is engaged in the business of providing
         Internet services to customers in the United States and Canada, and
         NTT America and its Affiliates are in the business of providing
         telecommunications services to customers which include Japanese
         multinational corporations, with operations in the United States and
         the Pacific Rim;

                 WHEREAS, Verio desires to sell to NTT America and the NTT
         America Affiliates certain services which will then be resold by
         members of the NTT America Group to certain of their customers in the
         United States and Canada, and members of the NTT America Group desire
         to purchase such services, all as set forth herein; and

                 WHEREAS, contemporaneously with the execution of this
         Agreement, Verio and NTT (as hereinafter defined) are entering into
         the Stock Purchase and Master Strategic Relationship Agreement (the
         "SPA") and the Investment Agreement (the "Equity Investment
         Agreement"), both of even date herewith (collectively, the "Investment
         Agreements").

                 NOW, THEREFORE, in consideration of the foregoing, the mutual
         agreements herein contained, and other good and valuable
         consideration, the receipt and sufficiency of which is hereby
         acknowledged, NTT America and Verio agree as follows:

         1.      CERTAIN DEFINITIONS

1.1.     "Affiliate" shall mean, as to a Party hereto, any person, corporation,
         firm, partnership or other entity which, directly or indirectly,
         through one or more intermediaries, controls (i.e., possesses,
         directly or indirectly, the power to direct or cause the direction of
         the management and policies of an entity, whether through ownership of
         voting securities, by contract, or otherwise), is controlled by or is
         under common control with such Party.

1.2.     "ATM" or "Asynchronous Transfer Mode" shall mean the information
         transfer standard for routing traffic which uses packets (cells) of a
         fixed length (53-byte cell).

1.3.     "Backbone" shall mean a main network which aggregates smaller,
         independent networks.

1.4.     "Billing System" shall mean the system operated by each Party to bill
         its customers for the use of the Resell Services.


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1.5.     "Co-location Service" shall mean the service of renting or leasing
         space at the location designated to install a Party's
         telecommunications equipment or other equipment.

1.6.     "E-Commerce" or "Electronic Commerce" shall mean the business between
         trading partners to offer services utilizing electronic information
         technologies, including the Internet.

1.7.     "Effective Date" shall mean the Closing Date specified in the SPA.

1.8.     "Frame Relay" shall mean the information transfer standard for
         relaying traffic based on an address contained in the six-byte header
         of a variable length packet that is up to 2,106 bytes long.

1.9.     "Internet Service Provider" shall mean a commercial organization that
         provides Internet services.

1.10.    "IP" or "Internet Protocol" shall mean the network protocol that
         allows computers with different architectures and operating system
         software to communicate with other computers on the Internet.

1.11.    "IP Fax" shall mean fax services over the Internet utilizing Internet
         Protocol.

1.12.    "IP Voice" shall mean voice communication services over the Internet
         utilizing Internet Protocol.

1.13.    "IP-VPN" shall mean Internet Protocol Virtual Private Network, an
         Internet Protocol network that provides secure transmission of private
         IP traffic through the Internet.

1.14.    "Jointly Developed Services" shall have the meaning set forth in
         Section 2.3.

1.15.    "Managed Private Line" shall mean the management of private
         communication lines dedicated to a customer's particular use.

1.16.    "Mirroring" shall mean copying and migrating customers' data from
         primary storage equipment to distributed storage equipment in order to
         reduce access load and to maintain redundancy so that data is
         maintained on the distributed storage equipment that is identical to
         the data on the primary storage equipment.

1.17.    "Net de Pon" or "NDP" shall mean the Internet service provided by NTT
         America currently operating under such name in the United States.

1.18.    "Network Security Services" shall mean the services provided by
         Internet Service Providers to prevent infiltration of their network
         and their customers' networks.

1.19.    "NMS" or "Network Management System" shall mean the system used to
         monitor, control and manage IP networks.

1.20.    "NOC" or "Network Operations Center" shall mean a location or an
         organization of an Internet Service Provider where human operators
         monitor and maintain an Internet Service Provider's network.





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1.21.    "NTT" shall mean Nippon Telegraph and Telephone Corporation, a
         Japanese corporation.

1.22.    "NTT America Affiliates" shall mean those entities set forth on
         Attachment E attached hereto.  NTT America may modify the list of
         Affiliates set forth in Attachment E with Verio's prior consent, not
         to be unreasonably withheld.

1.23.    "NTT America Group" shall mean NTT America and the NTT America
         Affiliates, collectively.

1.24.    (***)

1.25.    "Peering" shall mean the commercial practice under which Internet
         Service Providers exchange each other's traffic.

1.26.    "POP" or "Point of Presence" shall mean a location where facilities
         and equipment of an Internet Service Provider are installed.

1.27.    "Resell Services" shall mean those services described as such in
         Attachment A.

1.28.    "Routers" shall mean equipment that routes data packets.

1.29     "Service Level Commitments" shall mean those service levels described
         in Attachment B.

1.30.    "TCP/IP" or "Transmission Control Protocol/Internet Protocol" shall
         mean a suite of network protocols that allows computers with different
         architectures and operating system software to communicate with other
         computers on the Internet.

1.31.    "Telco Facilities" shall mean the telecommunication facilities
         provided by Internet Service Providers to enable their customers to
         connect to the Internet.

1.32.    "Transit" shall mean carrying customers' traffic to the Internet for a
         fee.

1.33.    "Web" shall mean the World Wide Web.

1.34.    "Web Hosting" shall mean the daily operation and maintenance of Web
         sites for customers.

1.35.    "Working Group" shall have the meaning set forth in Section 6.2.

         2.      SCOPE OF SERVICES UNDER THIS AGREEMENT

2.1.     Application of Agreement.  This Agreement shall apply to the provision
         of Resell Services and certain Jointly Developed Services by Verio and
         NTT America.  Neither NTT America nor any of the NTT America
         Affiliates shall have any obligation to contract with Verio for any
         other services such as Frame Relay, ATM and Managed Private Line
         services.  In the event NTT





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         America requests that Verio provide additional services and Verio
         desires to provide such services to NTT America, then such services
         shall be included as Resell Services pursuant to a mutually agreed
         upon written amendment to this Agreement.

2.2.     Resell Services.  The Resell Services which Verio shall provide to the
         NTT America Group for resale to their respective customers are
         described in Attachment A.  All Resell Services shall be mutually
         agreed upon by the Parties.  Any change in the scope of such Resell
         Services shall be pursuant to a mutually agreed upon written amendment
         to this Agreement.  Changes in the scope of the Resell Services may
         include such additional services which may be developed by Verio and
         NTT America pursuant to Section 6.2.3.

2.3.     Jointly Developed Services.  The Parties shall use their commercially
         reasonable and good faith efforts to jointly develop certain services
         as described in Section 6.2.3 below (the "Jointly Developed
         Services").  Any change in the scope of such Jointly Developed
         Services, or the development of additional services, shall be through
         the establishment of one or more Working Groups in accordance with
         Section 6.2 below.  The implementation of any services which may be
         developed pursuant to Section 6.2.3 shall be pursuant to a mutually
         agreed upon written amendment to this Agreement.  After the services
         described in Section 6.2.3 have been developed and implemented for
         commercial use, the Parties may include such services as Resell
         Services through a mutually agreed upon written amendment to this
         Agreement.  Thereafter, NTT America and Verio may mutually determine
         and appropriately modify the specifications and quality levels for
         such services including, but not limited to, (***).

         3.      RELATIONSHIP OF THE PARTIES

3.1.     Independent Contractors.  NTT America and Verio are, and shall remain,
         independent contractors, each responsible only for its own acts and/or
         omissions.  Nothing in this Agreement shall be construed to constitute
         NTT America and Verio in the relationship of an employer-employee,
         franchisor-franchisee, principal-agent, partners or joint venturers,
         or as anything other than an independent contractor.  Neither Party
         shall have the authority to make any representations, claims or
         warranties of any kind on behalf of the other Party or on behalf of
         such Party's licensors or suppliers.

3.2.     Preferred Resell Services Provider.  NTT America hereby designates
         Verio as the preferred supplier of Resell Services to the NTT America
         Group, which Resell Services shall be resold by NTT America to NTT
         America's customers in the United States and Canada.  For purposes of
         this Agreement, NTT America's customers shall include the customers of
         any NTT America Affiliate.  NTT America shall notify Verio of NTT
         America's new customers, after the Effective Date, in the United
         States and Canada which desire Resell Services, including a
         description of the specific services and scheduling requirements of
         such customers, provided that NTT America shall not provide such
         notice if:  (i) NTT America determines that it is not technically,
         commercially or economically feasible under the terms and conditions
         of this Agreement for





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         Verio to provide the Resell Services to such NTT America customer;
         (ii) NTT America's customer requests a service provider other than
         Verio; or (iii) Verio cannot meet the customer's target installation
         date.  Subject to the foregoing, Verio shall provide Resell Services
         to members of the NTT America Group for all of their customers for
         which Verio receives such notification, provided that (a) Verio
         receives a service order which reasonably complies with Verio's
         standard business practices and (b) NTT America's customer has agreed
         to abide by Verio's posted network use policy.  If Verio is unable to
         provide Resell Services to a member of the NTT America Group or its
         customers in certain geographic areas, Verio and such NTT America
         Group member may discuss a solution that is technically, commercially
         and economically feasible; provided, however, that Verio shall not be
         obligated to provide Resell Services in such geographic areas and such
         NTT America Group member shall not be obligated to use Verio to
         provide Resell Services to the NTT America Group member's customers in
         such geographic areas.

3.3.     Customer Relationships.  Verio acknowledges that all of the NTT
         America Group's customers who utilize the Resell Services provisioned
         by Verio through NTT America shall contract exclusively with a member
         of the NTT America Group, and Verio shall have no direct contractual
         or financial interest in the customer relationships associated
         therewith.

         4.      RESELL SERVICES TO BE PROVIDED

4.1.     Verio's Responsibilities.

         4.1.1.  Services.  Verio hereby agrees to provide Resell Services to
                 members of the NTT America Group so that the members of the
                 NTT America Group may provide such Resell Services to each
                 customer designated by a member of the NTT America Group to
                 receive the Resell Services.  Verio shall perform all Resell
                 Services in accordance with and subject to the Service Level
                 Commitments set forth in Attachment B.

         4.1.2.  Equipment.  Verio shall manage and maintain, at its expense,
                 the quality and capacity levels of Verio's network, including
                 without limitation obtaining any additional equipment
                 necessary to provide Resell Services to NTT America's
                 customers in accordance with the Service Level Commitments.

         4.1.3.  Billing.  NTT America may request Verio, from time to time, to
                 provide billing services to the NTT America customers;
                 provided, however, that Verio is not obligated to provide such
                 billing services until such time, if any, as Verio has entered
                 into an agreement with Kenan Systems Corporation which allows
                 Verio to provide such billing services on behalf of NTT
                 America.  Verio shall provide NTT America with such billing
                 information concerning NTT America's customers in Verio's
                 possession as NTT America may reasonably request in order to
                 allow NTT America to bill NTT America's customers as
                 contemplated by Section 4.2.3.  NTT America acknowledges that
                 Verio has disclosed to NTT America that Verio's existing
                 license agreement with Kenan Systems Corporation





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<PAGE>   6
                 currently does not permit Verio to bill NTT America's
                 customers on behalf of NTT America.  Verio and NTT America
                 shall use commercially reasonable efforts to obtain such
                 licenses, consents and technical assistance from Kenan Systems
                 Corporation as may be necessary to allow Verio to provide NTT
                 America with billing services as well as access to Verio's
                 customer billing system for the purpose of viewing NTT
                 America's customer data and making appropriate adjustments
                 thereto.  NTT America shall, at its own expense, pay for any
                 such license, consent or assistance from Kenan Systems
                 Corporation or other billing arrangements for NTT America's
                 customers requested by NTT America.  Verio will provide access
                 to such billing records via a remote terminal to be located on
                 the premises of one or more of the members of the NTT America
                 Group.  Notwithstanding the foregoing, billing and other data
                 which identifies each Party's customers shall only be
                 accessible by each Party's employees who need to access such
                 data to perform billing services, in accordance with the
                 Firewall Policy as described in Attachment F.

         4.1.4.  Customer Termination.  Verio and NTT America will use
                 commercially reasonable good faith efforts jointly to develop
                 appropriate procedures (including suspension of service or
                 termination of a customer, and applicable notice periods) for
                 Verio and members of the NTT America Group to respond to
                 certain contingencies, such as a customer's violation of
                 Verio's posted network use policy and other situations which
                 may result in liability to Verio and/or a member of the NTT
                 America Group.  After such procedures have been developed and
                 mutually agreed upon (the "Adverse Situation Procedures"),
                 Verio shall not terminate or materially adversely change any
                 Resell Service provided to NTT America customers except as
                 provided in the Adverse Situation Procedures.  NTT America
                 acknowledges that members of the NTT America Group will
                 contractually require their customers to abide by Verio's
                 posted network use policy.  In the Adverse Situation
                 Procedures, as to matters within the knowledge and control of
                 a member of the NTT America Group, such NTT America Group
                 member shall agree to act as quickly to remedy a violation of
                 Verio's posted network use policy by such members' customers
                 as Verio customarily acts to remedy comparable violations by
                 Verio's own customers or, in the event such NTT America Group
                 member fails to act within such time frame, agree to
                 compensate Verio for any liability to a third party arising
                 from such NTT America Group member's failure to act within
                 such time frame.

4.2.     NTT America's Responsibilities.

         4.2.1.  Services.  NTT America shall be responsible to perform its
                 obligations set forth and described in Attachment A.

         4.2.2.  Equipment.  NTT America shall obtain and maintain, at its
                 expense, such equipment required pursuant to Attachment A.

         4.2.3.  Billing.  NTT America shall be responsible for billing NTT
                 America's customers for all Resell Services provided to such
                 customers by Verio on behalf of NTT America.





                                     - 6 -
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         4.2.4.  Costs and Expenses.  NTT America or the relevant NTT America
                 Affiliate shall be responsible for payment of the costs and
                 expenses specifically designated as a responsibility of NTT
                 America or such NTT America Affiliate pursuant to this
                 Agreement.

4.3.     Customer Service Center.

         Verio and NTT America shall work together to develop a group of
         Japanese speaking customer support personnel at Verio's Customer
         Service Center, to be mutually agreed upon and described in Attachment
         A.

         5.      MARKETING

5.1.     Development of Marketing Plan.  Verio and NTT America shall jointly
         develop and mutually agree upon a marketing plan which shall govern
         all aspects of the Parties' joint promotion of the Resell Services
         (the "Marketing Plan").  The Marketing Plan shall be based upon the
         principles set forth and described in Attachment C attached hereto
         and, when mutually agreed upon by the Parties, shall replace and
         supersede Attachment C.

5.2.     Verio's Responsibilities.  Verio shall be responsible to perform its
         obligations set forth and described in Attachment C.

5.3.     NTT America's Responsibilities.  NTT America shall be responsible to
         perform its obligations set forth and described in Attachment C.

5.4.     Certain Covenants.  Verio and NTT America covenant to each other that
         it will:  (a) not disparage the other Party's products and services or
         the good name, good will and reputation of the other Party; (b) avoid
         deceptive, misleading, or unethical practices that are or might be
         detrimental to the other Party, its products or services, or the
         public; (c) make no representations, warranties or guaranties with
         regard to the other Party or its products or services, except as
         authorized by the other Party in writing; (d) not publish or employ,
         or cooperate in the publication or employment of, any misleading or
         deceptive advertising material with regard to the other Party or its
         products or services; and (e) perform its obligations under this
         Article 5 in accordance with the Firewall Policy set forth in
         Attachment F.  For purposes of this Section 5.4, the term "Party"
         shall include the Party's Affiliates.

         6.      JOINT EFFORTS

6.1.     Purpose.  During the term of this Agreement, the Parties intend to
         develop jointly certain capabilities and to explore certain methods to
         integrate the Parties' existing capabilities, as set forth and more
         fully described in this Article 6.  Prior to the implementation of any
         plan developed pursuant to this Article, the Parties shall discuss and
         mutually agree upon any amendment to this Agreement reasonably
         required to clarify or establish the rights and





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         obligations of the Parties in connection with the implementation of
         such plan.  Any resulting additional service developed pursuant to
         Section 6.2.3 which NTT America desires to resell to its customers
         shall be included among the Resell Services described in Attachment A
         pursuant to a mutually agreed upon amendment to this Agreement.  All
         of the Parties' joint efforts under this Article 6 shall be subject to
         the Firewall Policy set forth in Attachment F.

6.2.     Establishment of Working Groups.  Within thirty (30) calendar days
         after the Effective Date of this Agreement, NTT America and Verio
         shall establish working groups to develop certain plans described
         below (each a "Working Group").  The representatives of the Parties in
         each Working Group shall be experts in the area to be addressed by the
         applicable Working Group.  Each plan developed by a particular Working
         Group must be submitted to the appropriate levels of management in
         each Party for approval.  Neither Party shall have any obligation to
         implement a plan unless the Parties mutually agree to such
         implementation in writing pursuant to an amendment to this Agreement
         or otherwise.

         6.2.1.  Operation Support System Working Group ("OSS WG").  The
                 Parties shall establish and direct the OSS WG sub-working
                 groups to address and to formulate plans to determine the
                 following issues:

                          6.2.1.1.         Network Management Systems
                                  Sub-Working Group ("NMS SWG").  The Parties
                                  shall establish and direct the NMS SWG to
                                  develop a plan for the (***) which chooses to
                                  so (*) (the "NMS Plan").  The NMS Plan shall
                                  describe: (a) how and to what extent each
                                  Party's (***), including a description of any
                                  modification to (***) necessitated thereby;
                                  (b) a schedule to (***); (c) the estimated
                                  costs of such efforts; and (d) the ongoing
                                  operating expenses estimated to be incurred by
                                  Verio as a result of (***).  The Parties
                                  intend that each Party shall bear its own
                                  expenses related to (***), and that (*) 
                                  ongoing operating expenses shall be borne
                                  solely by (*).  Any incremental license fees
                                  necessary to support (***) shall be borne
                                  solely by (***).

                          6.2.1.2.         (***)
                                  Sub-Working Group ("(***) SWG"). The Parties
                                  shall establish and direct the (***) SWG to
                                  formulate a plan (the "(***) Plan") which
                                  shall describe:  (a) a method to (*)





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                                  (***) which minimizes the costs and delays to
                                  each Party; (b) recommendations on how to
                                  process (***) through each Party's (*); (c)
                                  the estimated licensing fees, if any, to (***)
                                  with respect to (***) utilized by (***); (d)
                                  an estimate of each Party's costs with respect
                                  to (***); and (e) the on-going operating
                                  expenses estimated to be incurred by (*) for
                                  (***), use of and access to (***).  The
                                  Parties acknowledge and agree that the
                                  Parties' goal is (i) to minimize development
                                  efforts required to (***) and (ii) that
                                  appropriate license agreements be established
                                  to (***). Any incremental license fees
                                  necessary to support (***) shall be borne
                                  solely by (***).

                          6.2.1.3.         (***) Sub-Working Group
                                  ("(***) SWG").  The Parties shall establish
                                  and direct the (***) SWG to formulate a plan
                                  (the "(***) Plan") which shall describe:  (a)
                                  recommendations on how to structure a (***)
                                  for (***), including without limitation,
                                  identifying the Party that shall be
                                  responsible for such (***); (b) the estimated
                                  licensing fees, if any, to (***) with respect
                                  to (*) services; (c) an estimate of each
                                  Party's costs with respect to (*) services;
                                  and (d) the on-going operating expenses
                                  estimated to be incurred by (***) for use of
                                  and access to (***).  The Parties acknowledge
                                  and agree that the Parties' goal is (i) to
                                  establish a (***) and limit the costs
                                  associated therewith, (ii) to establish
                                  appropriate license agreements to provide the
                                  (***), and (iii) to work together to (***).

         6.2.2.  (***) Working Group ("(***) WG"). The Parties shall establish
                 and direct the (***) WG to address (***) and to formulate plans
                 to determine the (***) (to be embodied, respectively, in the
                 "Peering Arrangement" and the "Transit Arrangement").  Verio
                 shall provide the initial proposed pricing schedule for the
                 Transit Arrangement.  The Parties acknowledge and agree that
                 the amount of time to be allocated to the (***) shall be
                 determined by the (***) WG.  The (***) WG shall also develop a
                 plan to





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                 establish the (***); provided, however, that the Parties first
                 establish and implement a (***). The Parties acknowledge that
                 until such (***) is developed and implemented as provided
                 herein, (*) shall remain (***).

                          6.2.2.1.         Peering Arrangement.  The (***) WG
                                  shall develop a Peering Arrangement which
                                  would:  (a) provide for a (***), without
                                  charge for the (***); (b) identify locations
                                  within the continental United States for
                                  (***); and (c) agree on a cost-sharing
                                  mechanism for the implementation of the
                                  peering plan to include, without limitation,
                                  (***) expenses, (*) costs, and (***) expenses,
                                  as may be required to implement the
                                  agreed-upon peering approach.

                          6.2.2.2.         Transit Arrangement.  The (***) WG
                                  shall develop a Transit Arrangement which
                                  would:  (a) provide for the (***); (b) provide
                                  for the (***); (c) identify locations within
                                  the continental United States for (*)
                                  relationships; (d) provide for (***), require
                                  Verio to provide to (*) with both the lowest
                                  Transit rates and the most favorable Transit
                                  terms provided to any of Verio's Affiliates,
                                  or, if Verio has no such Transit terms
                                  applicable to Affiliates, to those parties
                                  with whom Verio is involved in a similar
                                  strategic relationship; (e) provide for (*)
                                  between the (***) and the (***) and establish
                                  mutually agreeable Transit terms on a mutual
                                  "most favored nation" basis; and (f) provide
                                  for (***) review of the pricing schedule with
                                  respect to the Transit Arrangement.

         6.2.3.  Service Development.  NTT America and Verio shall use
                 commercially reasonable good faith efforts to negotiate the
                 terms and conditions of an amendment to this Agreement to
                 develop the following services:

                          6.2.3.1.         (***) Working Group ("(*) WG").  The
                                  Parties shall establish and direct the (*) WG
                                  to develop a plan for the implementation of
                                  (*) (the "(*)





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                                  Arrangement") which shall provide (*) services
                                  to their respective customer bases through
                                  both (***).

                          6.2.3.2.         Additional Services.  The Parties
                                  shall use commercially reasonable good faith
                                  efforts to jointly develop additional services
                                  under the same procedures provided above for
                                  the (*) WG, including, for example and without
                                  limitation:  (i) global (*); (ii) (*); (iii)
                                  (*); and (iv) (*).

6.3.     Additional Working Groups.  The Parties agree to establish additional
         Working Groups to address systems issues encountered by the Parties in
         the future during the course of their commercial relationship.  In
         particular, a Working Group shall be established to address the sales
         and marketing issues addressed in Attachment C, and an additional
         Working Group shall be established to identify appropriate technical
         measurements of Verio's provisioning of Resell Services to be used in
         the Service Level Commitments.

6.4.     Working Group Expenses.  Each Party shall bear its own costs and
         expenses incurred in connection with such Party's participation in
         each Working Group.

6.5.     Results of Working Groups.  To the extent necessary, the agreements
         reached by the working groups in their respective areas of
         responsibility shall be embodied in one or more amendments to this
         Agreement.

         7.      FEES AND EXPENSES

7.1.     Fees for Resell Services.  NTT America (directly or through the NTT
         America Affiliates) agrees to pay Verio for all Resell Services
         provided to members of the NTT America Group at such prices and upon
         such terms as set forth on Attachment D.

7.2.     Customer Pricing.  Members of the NTT America Group shall, in their
         sole discretion, set the prices for the Resell Services provided to
         their respective customers.

7.3.     Price Adjustment.  In no event shall Verio charge members of the NTT
         America Group (***) for any Resell Service at a rate higher than the
         lowest rate being charged to any other strategic partner of Verio. In
         the event that Verio has no other strategic partners, Verio shall
         extend to the members of the NTT America Group (***) prices at least as
         favorable as the prices offered by Verio to any other reseller for
         similar products or services requiring comparable levels of support and
         other services by Verio (regardless of volume), reflecting
         appropriately the nature of the strategic relationship between NTT and
         NTT America and Verio.  Any change in pricing effected as a result of
         the application of the immediately preceding sentence shall come into
         effect as of the effective time of the lower rate charged to a reseller
         or other strategic partner, as the case may be, of Verio.





                                     - 11 -
<PAGE>   12
7.4.     Expenses.  The Parties shall set forth their agreement concerning
         payment of each Party's expenses in Attachment D hereto.

         8.      USE OF TRADEMARKS, SERVICE MARKS AND TRADE NAMES

8.1.     Trademark License.  In no event may either Party or its Affiliates use
         the other Party's or the other Party's Affiliates' trademarks, service
         marks or trade names without prior written consent of the other Party
         or its Affiliate, as the case may be, which may be granted or withheld
         in the other Party's or its Affiliate's sole discretion.

8.2.     Ownership.  Each Party acknowledges that the other Party and its
         Affiliates own and retain all trademarks, service marks, trade names,
         logos, designations, copyrights and other proprietary rights in or
         associated with the other Party and its Affiliates, and agrees that it
         will not at any time during or after the term of this Agreement assert
         or claim any interest in or do anything that may adversely affect the
         validity of any trademark, service mark, trade name, logo, designation
         or copyright belonging to or licensed to the other Party or its
         Affiliates (including, without limitation, any act or assistance to
         act, which may infringe or lead to the infringement of any of the
         other Party's or its Affiliates' proprietary rights).

         9.      ORDERING

9.1.     Purchase Orders.  NTT America and Verio shall jointly develop and
         mutually agree upon an ordering process which shall include the
         appropriate use of applicable software and forms that are to be
         provided by Verio and which may be altered from time to time as
         commercially necessary.

9.2.     Cancellation of Purchase Orders.  Any purchase order from any member
         of the NTT America Group may be canceled in whole or part by such NTT
         America Group member without charge upon written notice thereof
         received by Verio prior to Verio making commitments which will cause
         Verio to incur cancellation charges.  NTT America shall reimburse
         Verio for any cancellation charges incurred by Verio as a result of a
         breach of the immediately preceding sentence by a member of the NTT
         America Group.

9.3.     Change Orders.  Except to the extent that Verio incurs any charges to
         any third party, changes may be made by NTT America Group members, at
         no additional charge, in any purchase order under this Agreement
         (including changes in the quantities and configurations of Verio's
         services covered by such purchase order), by a written notice
         requesting such changes which is received by Verio at least fifteen
         (15) days prior to the scheduled date to initiate services.

         10.     CONFIDENTIAL INFORMATION

10.1.    Confidential Information and Obligations.  All documents, other
         materials and other information made available to a Party or its
         employees by the disclosing Party in connection with this





                                     - 12 -
<PAGE>   13
         Agreement, including but not limited to, this Agreement and any trade
         secret, information, process, technique, algorithm, computer program
         (source and object code), design, drawing, formula or test data
         relating to any research project, work in process, future development,
         engineering, manufacturing, marketing, servicing, financing or
         personnel matter relating to the disclosing party, its present or
         future products, sales, suppliers, clients, customers, employees,
         investors or business, whether in oral, written, graphic, or
         electronic form (collectively, the "Confidential Information"), shall
         be deemed to have been furnished to the other Party in confidence and
         shall remain the exclusive property of the disclosing Party both
         during and after the term of this Agreement.  Each Party shall
         maintain in trust and confidence all Confidential Information which it
         may (i) develop or accumulate for the disclosing Party during the term
         of this Agreement or (ii) acquire from the disclosing Party at any
         time, and will not during the term of this Agreement or thereafter,
         use the disclosing Party's Confidential Information for its own
         benefit or disclose or permit any of its employees or agents to
         disclose, through any medium, the Confidential Information to any
         other person; provided, however, that the recipient Party may disclose
         the disclosing Party's Confidential Information to such employees,
         agents and Affiliates of the recipient Party who need to know such
         Confidential Information for the purpose of effectuating this
         Agreement and who have been informed of and have agreed to protect the
         confidential nature of such Confidential Information.  For purposes of
         this Article 10, the term "Party" shall include the Party's
         Affiliates.  The rights and obligations of the Parties under this
         Article 10 shall be subject to the provisions of Section 5.2 of the
         Equity Investment Agreement with respect to the Designated Employees
         (as defined in the Equity Investment Agreement).

10.2.    Use of Information.  Nothing in this Agreement shall prohibit or limit
         either Party's use of information (including, but not limited to,
         ideas, concepts, know-how, techniques, and methodologies) which (a) is
         now, or hereafter becomes, publicly known or available through lawful
         means; (b) is rightfully in recipient's possession, as evidenced by
         recipient's records; (c) is disclosed to recipient without
         confidential or proprietary restriction by a third party who
         rightfully possesses the information (without confidential or
         proprietary restriction); (d) is independently developed by recipient
         without any breach of this Agreement; or (e) is the subject of a
         written permission to disclose provided by the disclosing party.  In
         the event either Party receives a subpoena or other validly issued
         administrative or judicial process requesting Confidential Information
         of the other Party, it shall provide prompt notice to the other Party
         of such receipt and permit the other Party an opportunity to obtain a
         protective order with respect to such Confidential Information.  The
         Party receiving the subpoena shall thereafter be entitled to comply
         with such subpoena or other process to that extent required by law.

10.3.    Return of Confidential Information.  Upon the termination or
         expiration of this Agreement or upon request from the disclosing Party
         or after the non-disclosing Party's need for it has expired, the
         non-disclosing Party shall return all Confidential Information to the
         disclosing Party and certify in writing that it has returned or
         destroyed all such information to the disclosing Party and has not
         kept any copies of the Confidential Information.  The obligation of
         each Party with respect to the Confidential Information shall survive
         the termination or expiration of this Agreement for a period of three
         (3) years.





                                     - 13 -
<PAGE>   14
10.4.    Publicity.  Except as necessary to comply with applicable  securities
         laws or the rules of any applicable securities exchange (provided that
         the Party undertaking the publicity has first consulted with the other
         Party), no publicity, including, but not limited to press releases,
         concerning this Agreement and the relationship of the Parties, shall
         be issued by either Party without the prior written consent of the
         other Party.  Notwithstanding the foregoing, (a) the Parties shall
         issue a mutually agreeable joint press release in the United States
         and Japan announcing this Agreement upon the Closing under the SPA and
         (b) NTT may issue a mutually agreeable press release solely in Japan
         announcing the Investment Agreements and this Agreement upon the
         execution of this Agreement.

         11.     INTELLECTUAL PROPERTY

11.1.    Grant of Rights.  The Parties acknowledge and agree that they shall
         grant each other the licenses to their respective intellectual
         property rights as necessary and as mutually agreed upon on a
         case-by-case basis.

11.2.    NTT America's and its Affiliates' Intellectual Property.  Unless
         otherwise herein expressly provided, all work product, documentation,
         procedures, methods, computer programs, source code, software
         products, IP products, systems designs, ideas, inventions, techniques
         and know how ("Work Product and Innovations") that are developed,
         discovered or created solely by NTT America or its Affiliates in the
         course of performing NTT America's obligations under this Agreement,
         shall be the exclusive property of NTT America or its Affiliates, as
         the case may be.

11.3.    Verio's and its Affiliates' Intellectual Property.  Unless otherwise
         herein expressly provided, all Work Product and Innovations that are
         developed, discovered or created solely by Verio or its Affiliates in
         the course of performing Verio's obligations under this Agreement,
         shall be the exclusive property of Verio or its Affiliates, as the
         case may be.

11.4.    Service Development.  Subject to the provisions of this Article 11,
         the ownership of any intellectual property developed pursuant to
         Section 6.2.3 shall be negotiated by the Parties on a project by
         project basis.

         12.     REPRESENTATIONS AND WARRANTIES

12.1.    Representations and Warranties of Verio.  Verio represents, warrants,
         and covenants to NTT America that:

         12.1.1. Verio has the right to enter into this Agreement and to
                 provide the Resell Services described herein, this Agreement
                 does not violate any material contracts or other obligations
                 by which Verio or any of its assets are bound, and the Resell
                 Services as provided by Verio to the members of the NTT
                 America Group do not infringe any intellectual property right
                 (including but not limited to patents, copyrights, trademarks
                 and trade secrets) of any third party.





                                     - 14 -
<PAGE>   15
         12.1.2. Verio shall continue standard operational practices and
                 procedures with respect to NTT America's customers relating to
                 its Resell Services, provide sufficient bandwidth and
                 availability to ensure that the Resell Services are available
                 to the members of the NTT America Group and their customers,
                 provide such commercially  and economically viable data loss
                 prevention and disaster recovery mechanisms, and provide the
                 latest security features to minimize and prevent infiltration
                 of Verio's network.

         12.1.3. Verio will comply with all applicable international, national,
                 state, regional, and local laws and regulations in performing
                 its duties hereunder and in any of its dealings with respect
                 to the products or services of the members of the NTT America
                 Group where to not so comply will have a material adverse
                 effect on Verio's ability to perform its obligations under
                 this Agreement.

12.2.    Representations and Warranties of NTT America  NTT America represents,
         warrants, and covenants to Verio that:

         12.2.1. NTT America has the right to enter into this Agreement and to
                 resell the Resell Services described herein, this Agreement
                 does not violate any material contracts or other obligations
                 by which NTT America or any of its assets are bound and,
                 except to the extent the representation and warranty set forth
                 in Section 12.1.1 is not correct, the Resell Services as
                 provided by the members of the NTT America Group to their
                 customers do not infringe any intellectual property right
                 (including but not limited to patents, copyrights, trademarks
                 and trade secrets) of any third party.

         12.2.2. NTT America will comply with all applicable international,
                 national, state, regional, and local laws and regulations in
                 performing its duties hereunder and in any of its dealings
                 with respect to the products or services of Verio where to not
                 so comply will have a material adverse effect on NTT America's
                 ability to perform its obligations under this Agreement.

         13.     INDEMNIFICATION

13.1.    Agreement of Verio to Indemnify.

                          Subject to the conditions, provisions and limitations
         of this Article 13, and the other applicable provisions of this
         Agreement, Verio hereby agrees to indemnify, defend and hold harmless
         the members of the NTT America Group from and against all actual and
         direct damages, costs and expenses, including, without limitation,
         interest, penalties and reasonable attorneys' fees and disbursements,
         asserted against, resulting to, imposed upon or incurred by the
         members of the NTT America Group by reason of or resulting from any of
         the following:

         13.1.1. Any grossly negligent act or grossly negligent failure to act
                 or willful misconduct of Verio under this Agreement or any
                 violation of law by Verio, its employees, officers,
                 subcontractors, business invitees or agents;





                                     - 15 -
<PAGE>   16
         13.1.2. Any material breach of, or failure to perform any of Verio's
                 obligations, representations or covenants under, this
                 Agreement; or

         13.1.3. Any third party claim for personal injury or physical damage
                 to property caused by the grossly negligent or intentional
                 acts or omissions of Verio, its employees, agents,
                 subcontractors, or business invitees.

13.2.    Agreement of NTT America to Indemnify.

                          Subject to the conditions, provisions and limitations
         of this Article 13, and the other applicable provisions of this
         Agreement, NTT America hereby agrees to indemnify, defend and hold
         harmless Verio from and against all actual and direct damages, costs
         and expenses, including, without limitation, interest, penalties and
         reasonable attorneys' fees and disbursements, asserted against,
         resulting to, imposed upon or incurred by Verio by reason of or
         resulting from any of the following:

         13.2.1. Any grossly negligent act or grossly negligent failure to act
                 or willful misconduct or any violation of law by NTT America,
                 its employees, officers, subcontractors, business invitees or
                 agents;

         13.2.2. Any material breach of, or failure to perform any of NTT
                 America's obligations, representations or covenants under,
                 this Agreement; or

         13.2.3. Any third party claims for personal injury or physical damage
                 to property caused by the negligent or intentional acts or
                 omissions of NTT America, its employees, agents,
                 subcontractors, officers or business invitees.

13.3.    Conditions of Indemnification.

                          The obligations and liabilities of Verio and NTT
         America hereunder with respect to their respective indemnities
         pursuant to this Article 13, resulting from any claim, demand or other
         assertion of liability by third parties (hereinafter called
         collectively "Demands"), shall be subject to the following terms and
         conditions:

         13.3.1. Defense by Indemnifying Party.  Subject to the consent of the
                 Party to be indemnified pursuant to this Article 13 (the
                 "Indemnified Party") (such consent not to be unreasonably
                 withheld, conditioned or delayed), the indemnifying Party (the
                 "Indemnifying Party") will have the right to undertake, by
                 counsel or representatives of its own choosing, the defense,
                 compromise or settlement of any such Demand asserted against
                 the Indemnified Party, such defense, compromise or settlement
                 to be undertaken on behalf of and for the account and risk of
                 the Indemnifying Party.

         13.3.2. Defense by Indemnified Party.  In the event the Indemnifying
                 Party shall elect not to undertake such defense by its own
                 representatives, the Indemnifying Party shall give





                                     - 16 -
<PAGE>   17
                 prompt written notice of its election to the Indemnified
                 Party, and the Indemnified Party will undertake the defense,
                 compromise or settlement thereof by counsel designated by it
                 whom the Indemnifying Party determines in writing to be
                 satisfactory for such purposes.  The consent of the
                 Indemnifying Party to the Indemnified Party's choice of
                 counsel shall not be unreasonably withheld, conditioned or
                 delayed.

         13.3.3. Settlement.  No settlement or compromise of any such Demand
                 may be made by a Party hereto without the prior express
                 written consent or approval of the other Party hereto.

         13.3.4. Joint Liability.  In the event that any Demand shall arise out
                 of a transaction or cover any period or periods wherein NTT
                 America and Verio each is or may be liable hereunder for part
                 of the liability or obligation arising therefrom, then such
                 Parties shall, each choosing its own counsel and bearing its
                 own expense, defend such Demand, and no settlement or
                 compromise of such Demand may be made without the joint
                 consent or approval of Verio and NTT America, except where the
                 respective liabilities and obligations of NTT America and
                 Verio are clearly allocable or attributable on the basis of
                 objective facts.

         13.3.5. Survival.  The agreements to indemnify contained in this
                 Article 13 shall survive termination or expiration of this
                 Agreement for a period of two years after the effective date
                 of such termination or expiration; provided, however, that
                 with respect to any Demand or other matter (including actual
                 and direct damages incurred other than as a result of a third
                 party claim) for which notice has been timely given within
                 such two year period, the indemnification period shall be
                 extended until the final resolution of such Demand or other
                 matter (including actual and direct damages incurred other
                 than as a result of a third party claim).

         13.3.6. Notice.  A Party having reason to believe that it may be
                 entitled to indemnification under this Article 13 shall give
                 reasonably prompt written notice to the other Party hereto
                 from whom indemnification may be sought specifying in
                 reasonable detail the nature and basis of any Demand or other
                 matter (including actual and direct damages incurred other
                 than as a result of a third party claim) which may give rise
                 to such indemnification but such notice shall not be a
                 condition of such indemnification.  The failure of the
                 Indemnified Party to provide such notice shall not relieve the
                 Indemnifying Party of its obligations under this Article 13,
                 unless the delay or failure to provide such notice prejudices
                 an Indemnifying Party in a manner that demonstrably results in
                 additional actual and direct damages to such Indemnifying
                 Party, in which event such Indemnifying Party shall be
                 relieved of such obligations but only to the extent such
                 additional actual and direct damages can be proved.

         14.     LIMITATION OF LIABILITY

14.1.    NO CONSEQUENTIAL DAMAGES.  EXCEPT TO THE EXTENT THAT A PARTY IS
         REQUIRED TO INDEMNIFY THE OTHER PARTY FOR THE PAYMENT OF THE SAME





                                     - 17 -
<PAGE>   18
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


         TO A THIRD PARTY PURSUANT TO ARTICLE 13, NEITHER PARTY (OR THEIR
         AFFILIATES) SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL,
         CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON,
         INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY
         TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON
         THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY)
         OR OTHERWISE, EVEN IF THE OTHER PARTY (OR ITS AFFILIATES) HAS BEEN
         WARNED OF THE POSSIBILITY OF SUCH DAMAGES.  ALL REMEDIES, INCLUDING,
         WITHOUT LIMITATION, THE TERMINATION OF THIS AGREEMENT AND ALL OF THE
         REMEDIES PROVIDED BY LAW (AND NOT EXCLUDED PURSUANT TO THE FOREGOING
         SENTENCE), SHALL BE DEEMED CUMULATIVE AND NOT EXCLUSIVE.

14.2.    MAXIMUM AGGREGATE LIABILITY.  IN NO EVENT WILL NTT AMERICA'S OR
         VERIO'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS
         AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT,
         CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED
         THE TOTAL AMOUNT PAID BY THE MEMBERS OF THE NTT AMERICA GROUP
         HEREUNDER DURING THE PREVIOUS TWELVE MONTHS FROM THE DATE SUCH CLAIM
         AROSE.

         15.     TERM AND TERMINATION

15.1.    Term.  The term of this Agreement shall be the period of time
         commencing on the Effective Date and ending upon the earlier of (a)
         the date immediately preceding the third (3rd) anniversary of the
         Effective Date and (b) the termination of this Agreement in accordance
         with the provisions of this Article 15.  In no event shall either
         Party have any obligations or liability under this Agreement, and this
         Agreement shall not come into effect, until the Parties execute the
         Investment Agreements.  Either Party may terminate this Agreement in
         the event that such Party terminated, or is entitled to terminate, the
         SPA pursuant to Section 6.1 thereof.

15.2.    Termination for Cause.  This Agreement may be terminated by either
         Party upon the expiration of sixty (60) days after written notice of a
         material breach of any of the obligations of the other Party contained
         in this Agreement or the Investment Agreements, if the other Party
         fails to cure such breach during the sixty (60) day cure period.

15.3.    (***)

15.4.    (***)





                                     - 18 -
<PAGE>   19
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


         (***)

         16.     DISPUTE RESOLUTION

16.1.    Dispute Resolution.  Any controversy or claim arising out of, relating
         to or in connection with this Agreement shall be resolved through
         arbitration pursuant to the Commercial Arbitration Rules of the
         American Arbitration Association then in effect, as modified by the
         terms of this Article 16.  Arbitration shall be conducted at a
         location in Denver, Colorado, to be agreed upon by the Parties.

16.2.    Incorporation by Reference.  To the extent this Article 16 is deemed a
         separate agreement, independent from this Agreement, Section 17.6 and
         Section 17.9 are incorporated herein by reference.

16.3.    Selection of Arbitrators.  Arbitration shall be conducted by three (3)
         arbitrators with each Party to this Agreement selecting one (1)
         arbitrator each and the two selected arbitrators then selecting the
         third arbitrator.

16.4.    Limited Discovery.  Prior to the commencement of the arbitration, each
         Party shall be entitled to take limited discovery, including the
         rights to request a reasonable number of documents, to serve no more
         than twenty (20) interrogatories and to take no more than three (3)
         depositions.  This limited discovery shall be conducted in accordance
         with the Federal Rules of Civil Procedure, which shall be interpreted
         and enforced by the arbitrators.

16.5.    Hearing and Decision.  The arbitrators shall, as soon as practicable
         and upon fifteen (15) days' written notice to each Party, conduct an
         arbitration hearing and proceeding on the merits of the





                                     - 19 -
<PAGE>   20
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


         dispute and thereafter shall issue a written decision citing the bases
         for the decision, including findings of fact and conclusions of law.
         The decision of the arbitrators shall be based on a majority vote.

16.6.    Costs and Expenses.  Each Party shall bear its own costs and expenses
         arising out of any arbitration, including the costs of any arbitrator
         selected by it, and shall bear equally the costs, expenses and fees of
         the third arbitrator.

16.7.    Consolidation and Joinder.  Any arbitration arising out of or relating
         to this Agreement or breach thereof may include by consolidation,
         joinder or other manner any other person or persons which or whom a
         party to the arbitration reasonably believes to be substantially
         involved in a common question of fact or law.

16.8.    Enforcement.  The agreement to arbitrate shall be specifically
         enforceable under prevailing arbitration law.  Any award rendered by
         the arbitrators shall be final, binding and enforceable by any party
         to the arbitration, and judgment may be rendered upon it in accordance
         with applicable law in a court of competent jurisdiction.

16.9.    Waiver of Right to Litigate.  Each Party hereby waives any and all
         rights to, and hereby covenants not to, bring any lawsuit, arbitration
         or other proceeding in any jurisdiction, judicial body or forum
         arising under or relating to this Agreement or its subject matter
         (other than an arbitration proceeding described above or a legal
         proceeding solely to enforce the award or judgment of such arbitration
         proceeding).

16.10.   United States Arbitration Act.  The Parties acknowledge that this
         Agreement evidences a transaction involving interstate commerce.  The
         United States Arbitration Act shall govern the interpretation,
         enforcement, and proceedings pursuant to the arbitration clause in
         this Agreement.

         17.     GENERAL PROVISIONS

17.1.    No Third-Party Beneficiary.  It is the explicit intention of the
         Parties hereto, that, except for the NTT America Affiliates (***), no
         person or entity other than the Parties is or shall be entitled to
         bring any action to enforce any provision of this Agreement against
         either of the Parties, and the covenants, undertakings, and agreements
         set forth in this Agreement shall be solely for the benefit of, and
         shall be enforceable only by the Parties hereto or their respective
         successors and assigns as permitted hereunder.

17.2.    NTT America Affiliate.  NTT America has the right to assign the
         benefits of this Agreement to any one or more of the NTT America
         Affiliates but such assignment shall not render them liable for any of
         the obligations under this Agreement, which shall remain the exclusive
         obligations of NTT America.

17.3.    Force Majeure.  Subject to the next following sentence, neither Party
         shall be deemed in default of this Agreement to the extent that
         performance of its obligations or attempts to cure any breach





                                     - 20 -
<PAGE>   21
         are delayed or prevented by reason of any act of God, fire, natural
         disaster, accident, act of government, sabotage of material or
         supplies or any other cause beyond the control of such Party ("Force
         Majeure"), provided that such Party gives the other Party written
         notice thereof promptly and, in any event, within fifteen (15) days of
         discovery thereof.  In the event of such a Force Majeure, the time for
         performance or cure shall be extended for a period equal to the
         duration of the Force Majeure but not in excess of six (6) months.

17.4.    Assignment.  This Agreement and the rights and obligations hereunder
         shall not be assigned or otherwise transferred by Verio without the
         prior written consent of NTT America.  NTT America shall have the
         right to assign or transfer its rights under this Agreement to an
         Affiliate.  Any assignment by NTT America to any entity or person
         other than an Affiliate of NTT America requires the prior written
         consent of Verio.

17.5.    Survival.  The provisions of this Agreement which by their terms are
         intended to survive the termination of this Agreement, including but
         not limited to, Sections 8.2, 11.2, 11.3, 15.3 and 15.4 and Articles
         10, 13, 14, 16, and 17 shall survive the termination of this
         Agreement, regardless of the reason for the termination.

17.6.    Notices.  All notices hereunder shall be made by certified or
         registered airmail, return receipt requested, by recognized overnight
         courier, by confirmed telex or facsimile or confirmed electronic mail,
         in each case if sent during normal business hours of the recipient,
         and if not, then on the next business day, shall be deemed complete
         upon receipt, and shall be sent to the Parties at the following
         addresses (or at such other address for a Party as shall be specified
         by like notice; provided that notices of a change of address shall be
         effective only upon receipt thereof).

                 Notices to Verio:         Verio, Inc.
                                           8005 South Chester Street
                                           Suite 200
                                           Englewood, Colorado  80112
                                           Attention:  Mr. Sean Brophy
                                           Telephone:  303-645-1906
                                           Facsimile:  303-708-2494

                 Copy to the General Counsel of Verio at the address set forth
                 above.

                 Notices to NTT America:   NTT America, Inc.
                                           101 Park Avenue, 41st Floor
                                           New York, NY  10178

                                           Attention:  Mr. Richard Nohe, Vice
                                                         President
                                           Telephone:  212 808 2203
                                           Facsimile:  212 661 1078

                           Copy to:        Nippon Telegraph and Telephone
                                           Corporation





                                     - 21 -
<PAGE>   22
                                           Global Communications Headquarters
                                           Tokyo Opera City Tower
                                           20-2 Nishi-shinjuku 3-chome
                                           Shinjuku-ku,
                                           Tokyo 163-14 Japan

                                           Attention:  Mr. Tatsuo Kawasaki, Vice
                                                         President
                                           Telephone:  81 3 5353 5361
                                           Facsimile:  81 3 5353 5753

17.7.    Waiver.  Any waiver of any right or default hereunder shall be
         effective only in the instance given and shall not operate as or imply
         a waiver of any similar right or default on any subsequent occasion.

17.8.    Severability.  No determination by a court of competent jurisdiction
         that any term or provision of this Agreement is invalid or otherwise
         unenforceable shall operate to invalidate or render unenforceable any
         other term or provision of this Agreement and all remaining provisions
         shall be enforced in accordance with their terms.

17.9.    Governing Law.  This Agreement shall be governed by the laws of the
         State of New York (exclusive of the choice of law rules thereof).

17.10.   Entire Agreement; Headings.  This Agreement, the Attachments and the
         Investment Agreements hereto constitute the entire agreement between
         the Parties pertaining to the subject matter hereof and supersede all
         prior and contemporaneous agreements, negotiations and understandings,
         oral or written.  This Agreement may be modified only by an instrument
         in writing duly executed by both Parties.  The Article and Section
         headings in this Agreement are inserted for convenience of reference
         only and shall not be used in interpreting this Agreement.

17.11.   Attorney's Fees.  In any arbitration all costs of arbitration
         including reasonable attorney fees shall be allocated to such Party as
         designated by the arbitrators.

17.12.   Counterparts.  This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same document.

17.13    Performance by Affiliates.  In the event that a Party's performance of
         its obligations under this Agreement requires the cooperation or
         performance of an Affiliate of such Party, such Party shall procure
         the cooperation or performance of its Affiliate.

                            [SIGNATURE PAGE FOLLOWS]





                                     - 22 -
<PAGE>   23
         IN WITNESS WHEREOF, the Parties hereto have signed and sealed this
Agreement on the date first set forth above.



VERIO, INC.                            NTT AMERICA, INC.

By: /s/  JUSTIN L. JASCHKE             By: /s/ KEISUKE NAKASAKI
   -------------------------------        --------------------------------------

Print Name:  Justin L. Jaschke         Print Name:  Keisuke Nakasaki
           -----------------------                ------------------------------

Title:  President                      Title:  President & CEO
      ----------------------------           -----------------------------------




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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                  ATTACHMENT A

                                    SERVICES



         1.      RESELL SERVICES

                 The Resell Services that Verio shall provide to the NTT
         America Group members and their customers are as follows:

                 1.       Normal commercial dedicated and dial-up access
                          connection to Verio's network

                 2.       Web-hosting and Co-location

                 3.       Network Security Services

                 4.       E-Commerce

                 5.       Consulting services

                 6.       Additional services as may be included herein by
                          mutual agreement of the Parties pursuant to Section
                          2.2.


         2.  JOINTLY DEVELOPED SERVICES

         The Jointly Developed Services are those services that Verio and NTT
         America may jointly develop in accordance with Article 6 through
         Working Groups which Verio shall provide to members of the NTT America
         Group and their respective customers upon mutual agreement. After such
         services have been developed for commercial use, such services shall,
         upon the mutual agreement of Verio and NTT America, be included among
         the other Resell Services defined above.

         The Jointly Developed Services are as follows:

1.       (*)

2.       Such other services as the Parties may mutually agree.

         3.      (***)

                 3.1      Verio acknowledges and agrees that:  (a) (***)





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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.



         (***).

                 3.2      Verio may provision (***).

                 3.3      Verio will provide the (***).

         4.      CUSTOMER CARE

                 4.1      Verio shall provide the Resell Services and the
         technical support for the Resell Services to members of the NTT
         America Group for their customers.

                 4.2      Verio shall be responsible for responding to
         technical issues relating to network connectivity and trouble
         shooting, as appropriate, after being notified by members of the NTT
         America Group or their customers of problems with the Resell Services.
         Verio will provide outside assistance as and when necessary in
         accordance with its standard technical support practices.  If an NTT
         America customer's equipment is provided and managed by Verio, Verio
         shall be responsible for on site maintenance and trouble shooting for
         that equipment.  Verio shall promptly notify NTT America of any
         problems or difficulties that have the potential to adversely impact,
         or are having an adverse impact on, the Resell Services provided to
         NTT America's customers.

                 4.3      A toll-free number shall be provided by Verio to NTT
         America, at NTT America's expense, for NTT America's customers and
         shall be used as the method for such customers to reach the Japanese
         speaking customer support personnel.

                 4.4      In an area where NTT America does not have a POP
         and/or a sales and support team, Verio shall provide the local
         customer support but only after being requested to do so in writing by
         NTT America, subject to NTT America and Verio having developed a
         mutually agreeable local customer support mechanism and work flow
         process, which mechanism and





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<PAGE>   26
         process NTT America and Verio shall work together to develop.

                 4.5      Verio shall contact customers of a member of the NTT
         America Group only at the request of a member of the NTT America
         Group, unless the Parties mutually agree otherwise.

                 4.6      NTT America shall be responsible for all costs
         associated with setting up and maintaining the customer care/technical
         support center developed for the sole purpose of supporting the NTT
         America customer base, including direct payment and reimbursement of
         all expenses associated with the same, including without limitation
         salaries and pro-rata facilities expenses as agreed upon by the
         relevant Working Group.

         5.      TRAINING

                 Verio shall provide comprehensive training to employees of
         members of the NTT America Group on Verio's services, the underlying
         internetworking technologies, and relevant Internet-related protocols
         in conjunction with Verio's standard customary training programs.





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<PAGE>   27
                                  ATTACHMENT B

                           SERVICE LEVEL COMMITMENTS



SERVICE LEVELS.

Verio and NTT America shall create a Working Group in accordance with Section
6.2 of the Agreement to identify appropriate technical measurements of Verio's
provisioning of Resell Services to NTT America's customers, including service
outages, which measurements shall be set forth in this Attachment B by the
mutual agreement of the Parties.

SERVICE LEVEL FAILURES.

The Working Group shall address outages and down time.  Subject to the
provisions of the last sentence of this paragraph, the Parties acknowledge that
it is appropriate for Verio to provide members of the NTT America Group with an
outage credit with respect to down time incurred by their customers as a result
of any failure of Verio's network in an amount equal to the outage credit which
a member of the NTT America Group is required to provide to its customers as a
result of the same.  The Working Group shall evaluate and agree upon the
appropriate outage measurements for the determination of such outage credit.
The outage credit to be offered to NTT America Group member customers, when
mutually agreed upon by the Parties, shall be reimbursed by Verio to the extent
paid by members of the NTT America Group to their respective customers.





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<PAGE>   28
                                  ATTACHMENT C

                                 MARKETING PLAN



1.       BRANDING

         NTT America shall have the right to market the Resell Services under a
brand name to be determined by NTT America.

2.       MARKETING MATERIALS

         Verio and NTT America will coordinate the development and production
of marketing materials.  The Parties shall combine their efforts and resources
and share costs with respect to product advertising, technical pre-sales
support, and other promotional activities, provided any such cooperative
efforts shall be subject to mutual agreement by the Parties.

3.       SALES AND PROMOTION / SALES PROCESSES

         3.1     Sales Force.  NTT America shall maintain a sales force that
shall serve as the single contact point for all NTT America customers.

         3.2     Promotion.  NTT America shall be solely responsible for
promoting the sale of the Resell Services in the United States to NTT America's
customers; provided, however, that the foregoing shall not be construed to
limit Verio's ability to sell its services to third parties including NTT
America customers.  Verio shall provide NTT America with technical information,
marketing assistance, technical sales support and marketing tools as shall be
determined by the relevant Working Group in order to market the Resell
Services.

         3.3     Account Representative.  Verio shall assign to an NTT America
designated account representative such support responsibilities as shall be
determined by the relevant Working Group.  Such account representative will
assist NTT America and NTT America customers throughout the term of this
Agreement.





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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.



                                  ATTACHMENT D

                            VERIO'S PRICING SCHEDULE


         Verio shall extend to members of the NTT America Group (***) certain
indicated discounts off of Verio's local, regional, and national prices (to the
extent such pricing structures have been developed by Verio) but the prices
charged to members of the NTT America Group (***) shall be at least as favorable
as the prices offered to any other strategic partner of Verio. In the event that
Verio has no other strategic partners, Verio shall extend to members of the NTT
America Group (***) prices at least as favorable as the prices offered by Verio
to any other reseller for similar products or services requiring comparable
levels of support and other services by Verio (regardless of volume), reflecting
appropriately the nature of the strategic relationship between NTT and NTT
America and Verio.


         SERVICE                NON-RECURRING PORTION      MONTHLY RECURRING


a.       Resell Services        (*)(1)                     (*)2

b.       Telco Facilities       (***)                      (***)

c.       Equipment              (***)                      (*)

d.       Consulting             (*)                        (***)

e.       Transit ((***))        (***)                      (***)
                                (***)

f.       Transit ((***))        (***)                      (***)
                                (not to exceed the price charged to other
                                Verio Affiliates or, in the event there are
                                no other Verio Affiliates, the most
                                favorable rates charged to other parties
                                with whom Verio is involved in a similar
                                strategic relationship)

Members of the NTT America Group, in their sole discretion, may supply their own
equipment for the above services.


----------

(1)  x% off Regional list price or, if in effect, National List Price
(2)  x% off Regional list price or, if in effect, National List Price


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<PAGE>   30

Each Party shall provide consulting services to the other Party at the standard
hourly rate agreed to herein or based on a Custom Quote by either Party.

         Legend

         The terms used above shall have the following meanings:

         National List Price: Prices for services that apply on a nationwide
         basis, when available.

         Custom Quote: The actual price for the service to be developed on a
         case by case basis.

         ICB: Individual case basis, which price is to be determined by Verio
         based on a "most favored nation" basis.

         RBOC Tariff: Prices which are established and published per Regional
         Bell Operating Companies (RBOC) for a tariffed service, such as T1.

         Standard Hourly Rate: The rate charged by Verio to its other resellers.


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                                  ATTACHMENT E


                             NTT AMERICA AFFILIATES


1.       ntta.com, inc.

2.       [OTHERS TO BE ADDED BY NTT AMERICA PURSUANT TO SECTION 1.22 ABOVE]



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<PAGE>   32



                                  ATTACHMENT F


                                 FIREWALL POLICY


The Parties agree that Verio and members of the NTT America Group will maintain
and abide by a formal Firewall Policy, which may be amended from time to time by
mutual agreement and as to which each Party will also develop more detailed
compliance rules, procedures, and methodologies. Each Party shall ensure that
each of their relevant employees is given a copy of this Policy and of any
amendment hereto and also a current copy of that Party's more detailed rules,
procedures, and methodologies. Such employees shall periodically certify in
writing that they have read this Policy and these materials and agree to abide
thereby. Each Party shall select an employee responsible for overseeing the
implementation of the Policy and for responding to questions from employees
regarding the Policy.

Under this Policy, each Party will erect and maintain "firewalls" at their
respective companies to ensure that if one Party's nonpublic, confidential, and
proprietary business information, particularly information relating to that
Party's specific customers and customer contracts or bids and its prices,
pricing plans and policies, and retail selling activities, is disclosed to the
other Party, that information will not be disclosed to any persons at the other
Party who are responsible for developing that other Party's own customer
contracts or bids, prices, pricing plans and policies, and retail selling
activities.

For example, if Verio performs billing services for NTT America, only the
persons at Verio with the need to have access to that NTT America customer
billing information in order to perform the billing service function for NTT
America shall have access to that information and that NTT America information
shall not be disclosed to other persons at Verio who price and sell Verio's
services to customers. A comparable approach shall obtain if, for example, one
Party performs maintenance, trouble ticketing, or technical assistance for the
other Party and necessarily will have access to that other Party's confidential
business information in order to perform the service.

Additionally, when the Parties jointly develop and produce general or brand
marketing and promotional materials, they shall ensure that that cooperative
effort does not involve the exchange of one or both Parties' nonpublic,
confidential, and proprietary information relating to specific customers,
customer contracts or bids, prices, pricing plans and policies, or retail
selling activities.



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