<PAGE>   1
                                                                   EXHIBIT 10.25

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.

                        QWEST COMMUNICATIONS CORPORATION
                         CAPACITY AND SERVICES AGREEMENT

     This Capacity and Services Agreement, having Service Agreement No.
     ___________________, is entered into as of March 31, 1998 (the "EFFECTIVE
     DATE"), by and between Qwest Communications Corporation, a Delaware
     corporation ("QWEST"), and Verio Inc. a Delaware corporation ("VERIO").

1.   SERVICES TO BE PROVIDED BY QWEST:

1.1  Qwest shall make available to Verio the telecommunications capacity, and
     related ancillary services identified in the Service and Pricing Exhibit
     attached hereto as "EXHIBIT A", which is incorporated by this reference
     (the "SERVICE AND PRICING EXHIBIT") together with any other services
     and/or products or facilities that Qwest makes generally available to its
     customers from time to time (the "SERVICE" or "SERVICES"). Services 
     requested by Verio shall be in the form of the Service Order attached as
     "EXHIBIT B" to this Agreement, which is incorporated by this reference
     (hereafter, any such order is a "SERVICE ORDER(S)"). Each Service Order
     shall reference this Agreement by Service Agreement Number and shall become
     a part of this Service Agreement when executed by duly authorized
     representatives of Qwest and Verio.

1.2  Qwest shall be deemed to have accepted on receipt any Service Order
     submitted by Verio that is (i) complete; (ii) conforms with the terms of
     this Agreement; (iii) requests services at an (***) level or below; and
     (iv) is within the Network Build Plan attached as "EXHIBIT C" to this
     Agreement, as such plan may be amended from time to time ("a Permitted
     Service Order") and, to the extent applicable, the Interval Guidelines set
     forth in Schedule A-1 to Exhibit A. Qwest shall provide to Verio the
     Services identified in the Permitted Service Order, in accordance with the
     terms of the Service Order and this Agreement. In addition to any Permitted
     Service Order, Verio may submit Service Orders for other Services
     ("Additional Service Orders"). Qwest reserves the right to reject any
     Additional Service Order. Any Additional Service Order not rejected by
     Qwest within five (5) business days of submission shall be deemed to have
     been accepted by Qwest. Upon acceptance by Qwest of a duly executed
     Additional Service Order, Qwest shall provide to Verio those Services
     identified in the Service Order, in accordance with the terms of the
     Service Order and this Agreement. 

1.3  As used herein, the term "Verio" includes Verio, Inc., and any subsidiary
     or other entity in which Verio, Inc. holds or has the option to acquire at
     least a twenty percent (20%) ownership interest (each a "Verio Affiliate").
     Any Verio Affiliate may order Services subject to the terms and conditions
     of this Agreement, and all payments to Qwest for such Services by any Verio
     Affiliate shall be aggregated for the purposes of determining whether the 
     Total Minimum Commitment or any Minimum Annual Purchase ("MAPC") set forth
     in EXHIBIT A has been satisfied. Verio, Inc. shall remain primarily



                              Qwest Communications
                                       1



Confidential and Proprietary                                Verio Initials:____
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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.



     liable to Qwest for all payments due to Qwest hereunder, irrespective of
     whether a given Service was ordered by or provided to any Verio Affiliate.

1.4  For purposes of this Agreement, a reference to a "year" means a contract
     year. 

1.5  If Qwest fails to deliver Services ordered under a Permitted Service Order
     or an accepted Additional Service Order within (***) days of the
     Availability Date stated in such Service Order, then the charges that would
     have been payable for such services over the Service Term stated in the
     Service Order, calculated in accordance with Exhibit A hereof, shall be
     included for purposes of determining whether Verio has met its MAPC and
     Total Minimum Commitment for purposes of Exhibit A hereto and at Verio's
     election:

     (a) Verio shall be entitled to terminate the Service Order or to obtain 
         specific performance of Qwest's obligation to deliver the Services; or

     (b) Verio may require Qwest to obtain, on Verio's behalf, services from a
         third party substantially equivalent to the Services for the term of
         the Service Order ("alternative services"), provided, however, that
         Qwest shall pay to Verio the difference between the cost of the
         alternative services and the charges which would have been payable for
         the Ordered Services under this Agreement. If Qwest provisions
         alternative services, Qwest shall ensure that the alternative services
         are discontinued at Qwest's costs and replaced with Services provided
         by Qwest under this Agreement at such time as Qwest is able to provide
         such Services. If Qwest fails to obtain the alternative services within
         (***) days of the Availability Date, Qwest shall immediately advise
         Verio of the period by which Qwest believes that it will be in a
         position to provide the Services ("future availability date"),
         following which Verio may obtain alternative services. Qwest shall pay
         to Verio the difference between the costs of the alternative Services
         and the charges which Verio would have paid had Qwest provided the
         Services in accordance with this Agreement, provided that Verio agrees
         to use reasonable efforts to minimize such costs and, to the extent
         commercially practicable, to negotiate terms for the provision of the
         alternative services that will permit Qwest, at Qwest's cost, to
         replace the alternative services as at the future availability date
         with equivalent Services to be delivered by Qwest.

1.6  In the event that Verio (***) hereof, and in addition to the remedies set
     forth in Section 1.5, if Qwest fails to deliver (***) Services ordered by
     Verio under (***) Permitted Service Order, or fails to deliver (***)
     Services ordered under an accepted Additional Service Order, on (***)
     consecutive occasions or more than (***) times in any one year during the
     Term, the charges for which over the (***) year of the Minimum Service Term
     for those Services would equal or exceed (***) percent (***%) of the
     MAPC for the year in which the Services are ordered, then, (***) 


                              Qwest Communications
                                       2


Confidential and Proprietary                                Verio Initials:____
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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.



     (***)

1.7  In addition to the remedies in Section 1.5, if Qwest fails to deliver (***)
     Services ordered by Verio under a Permitted Service Order, or fails to
     deliver one or more Services ordered by Verio under an accepted Additional
     Service Order, the charges for which over the (***) year of the Minimum
     Service Term for those Services would equal or exceed (***) percent (***%)
     of the MAPC for the year in which the Services are ordered, then Verio may
     elect, at its option either to (i) terminate the provisions of Sections 3.1
     and 3.2 of Exhibit A and continue this Agreement in effect without the MAPC
     applying thereafter or (ii) terminate this Agreement with no further
     obligations to Qwest hereunder (except for the obligation to pay for any
     Services delivered prior to the date of termination not previously invoiced
     or paid), whereupon Qwest shall immediately (***).

1.8  Qwest shall make available to Verio collocation facilities in accordance
     with the Network Build Plan, subject to the terms and conditions of the
     Collocation Agreement set forth in the attached "EXHIBIT E" and subject to
     Qwest's commitments as at the date of this Agreement.

1.9  (***)

2.   OBLIGATIONS OF VERIO:

     Verio acknowledges that Qwest shall have no responsibility for
     installation, testing and operation of the Interconnection Facilities (as
     defined in Section 1.4 of the Service and Pricing Exhibit), and any
     services and equipment other than those Services specifically provided by
     Qwest under this Agreement.

3.   IMPLEMENTATION, NETWORK PLANNING, AND JOINT MARKETING

3.1  Within thirty (30) days of the Effective Date each party will assign a
     Project Manager with responsibility for ensuring coordination between the
     parties and implementation of this Agreement.

3.2  Qwest and Verio will jointly establish a Network Planning Team. This
     Network Planning Team will be responsible for developing the Network
     Transition Plan, which will define the key components of the timely
     transition of the Verio network capacity requirements onto the Qwest
     network. Once the Network Transition Plan has been completed, the Network
     Planning Team will be responsible for developing the Verio Network
     Evolution Plan on the Qwest network during the term of this Agreement. This
     Network Planning Team will meet as required, but not less than once a
     quarter, to develop the Verio




                              Qwest Communications
                                       3


Confidential and Proprietary                              Verio Initials:_____
<PAGE>   4
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.



     network evolutionary design and capacity forecast requirements. Qwest will
     deliver Services under this Agreement in accordance with the Network
     Build Plan which is attached hereto as Exhibit B. Qwest may amend the
     Network Build Plan from time to time by adding to the capacity or routes
     which Qwest plans to construct, but Qwest may not delete routes or capacity
     from a prior version of the Network Build Plan, or extend projected
     delivery dates. The Network Build Plan and delivery schedule reflected
     therein for new capacity not reflected in the prior version of the Network
     Build Plan shall be consistent with network build plans developed by Qwest
     for its other customers. Verio will have the right to order Services in
     accordance with the routes, service availability, and space availability
     information set forth in the Network Build Plan. As part of the Network
     Planning Team, Qwest will provide at a minimum quarterly updates of its
     Network Build Plan. In the event that Qwest proposes to undertake major
     expansions of its network, including in relation to capacity or route
     swaps, Qwest shall notify Verio of such expansion proposals as soon as
     practicable.

3.3  In the event that Verio has requirements for circuits or Services not
     included in the Network Build Plan, then at Verio's request, Qwest will
     work cooperatively with Verio to purchase off-net circuits (i.e., circuits
     or Services acquired by Qwest from a network operated by a third party) in
     order to make such circuits or services available to Verio in lieu of
     Services provided by use of Qwest's own network.

3.4  Qwest will use its best efforts to provide an electronic provisioning tool
     to Verio, as it becomes available to Qwest as part of its network
     facilities. Qwest and Verio will cooperate to link their respective Network
     Operating Centers through use of a common platform and integrated trouble
     ticketing systems.

3.5  (***)

3.6  The parties agree to use reasonable efforts to develop a non-exclusive
     joint marketing program for products and services. The joint marketing
     program may include linkage of brands in marketing communications, joint
     product development and leverage of customer relationships, as the parties
     may agree in writing. Qwest will grant Verio the right to incorporate the
     "QwestLinked(TM)" logo and brand name into any sales initiative that may
     become a part of any such joint marketing programs.

4.   TERM:

4.1  This Agreement shall be effective between the parties as of the Effective
     Date. The initial term (the "INITIAL TERM") of this Agreement shall expire
     fifteen (15) years from the 



                              Qwest Communications
                                       4


Confidential and Proprietary                                Verio Initials:____
<PAGE>   5
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.

     Effective Date, unless either party earlier terminates this Agreement in
     the manner provided herein.

4.2  Upon the expiration of the Initial Term, the term of this Agreement shall
     be renewed automatically on a month-to-month basis (hereafter, the "RENEWAL
     TERM") unless and until an Amendment is executed by both parties extending
     the Renewal Term, or either party terminates this Agreement in the manner 
     provided herein.

4.3  The Initial Term and Renewal Term are sometimes referred to together herein
     as the "TERM."

4.4  Notwithstanding anything to the contrary in this Section 4, if the Minimum
     Service Term (as set forth in Section 4.3 of the Service and Pricing
     Exhibit) for a particular circuit or Service extends beyond the expiration
     of the Term of this Agreement, then this Agreement shall continue in effect
     until the expiration or termination of the applicable Minimum Service Term,
     but only as to the circuit or Service so affected, subject to the
     termination rights of Qwest and Verio under Sections 1 and 8 of this
     Service Agreement.

5.   MINIMUM COMMITMENTS, RATES AND PAYMENTS:

5.1  Rates and charges for the Services, as well as Verio's Total Minimum
     Commitment and Minimum Annual Purchase Commitments to purchase Services,
     are set forth in the Service and Pricing Exhibit except as otherwise
     specifically provided in this Agreement.

5.2  Recurring charges shall be invoiced by Qwest on a monthly basis in advance
     and non-recurring charges shall be invoiced in arrears. On or after the
     fifth business day of each month during the Term, Qwest shall issue one
     consolidated invoice covering all recurring charges for the current month
     and non-recurring charges for the previous month. If the Start of Service
     Date (as defined in Section 2.1 of the Service and Pricing Exhibit) for any
     Service falls on other than the first day of any month, the first invoice
     to Verio shall consist of: (1) the pro-rata portion of the applicable
     monthly charge covering the period from the Start of Service Date to the
     first day of the subsequent month, and (2) the monthly charge for the
     following month.

5.3  Verio shall make all payments due hereunder within thirty (30) days after
     the date of Verio's receipt of Qwest's invoice. If any undisputed amount
     due under this Agreement is not received by the due date, in addition to
     its other remedies available hereunder, Qwest may in its sole discretion:
     (a) impose a late payment charge of the lower of 1.5% per month and the
     highest rate legally permissible (such late charge shall be payable upon
     demand by Qwest); and/or (b) if there are three (3) or more failures by
     Verio in any twelve (12) month period to make payments of undisputed
     recurring charges in accordance with this Section 5.3 or if Verio fails to
     make payments when due of undisputed non-recurring charges in excess of
     $(***), require the prepayment of up to two (2) months of recurring
     charges referred to in the relevant unpaid invoices as a




                              Qwest Communications
                                       5



Confidential and Proprietary                                Verio Initials:____
<PAGE>   6
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.



     condition of the continued availability of the Services, which prepayment
     subject to Sections 1.6 and 1.7 hereof shall be held until satisfaction of
     the Total Minimum Commitment, or, if the Total Minimum Commitment has not
     been satisfied shall be held and applied against the last two (2) months of
     charges hereunder prior to termination of this Agreement. Notwithstanding
     anything in this Agreement to the contrary, no payment due hereunder is
     subject to reduction, set-off or adjustment of any nature by Verio, except
     as is specifically provided in Section 1 of this Agreement or Section 5 of
     the Service and Pricing Exhibit regarding Outage Credits. In no event shall
     the malfunction or nonoperation of Verio's Interconnection Facilities
     (including local access when Verio is responsible therefor) relieve Verio
     of its obligation to pay for the Services.

5.4  (***)

5.5  All disputes or requests for billing adjustments must be submitted in
     writing and submitted with payment of undisputed amounts due. Any amounts
     which are determined by Qwest to be in error or not in compliance with this
     Agreement shall be adjusted on the next month's invoice. Disputes shall not
     be cause for Verio to delay payment of the undisputed balance to Qwest
     according to the terms outlined in Section 5.3 above.

5.6  Invoices submitted to Verio by Qwest shall conform to Qwest's standard
     billing format and content, as modified by Qwest from time to time.

5.7  Verio shall be responsible for payment of any local, state or federal
     sales, excise, access or other similar surcharges imposed on or based upon
     the provision, sales or use of Services provided under this Agreement,
     unless otherwise exempt as a matter of law.

6.   EVENTS OF DEFAULT

6.1  A "DEFAULT" shall occur if: (a) Verio fails to make any undisputed payment
     required to be made by it under this Agreement and any such failure remains
     uncorrected for a period of twenty (20) business days after written notice
     by Qwest to Verio of the payment failure; (b) Verio fails to make a deposit
     which is required to be made under Section 5.3 hereof within twenty (20)
     business days after written notice by Qwest to Verio of the requirement for
     such deposit; (c) either party fails in any material respect to perform or
     observe any material term or obligation contained in this Agreement (other
     than any payment, or



                              Qwest Communications
                                       6


Confidential and Proprietary                               Verio Initials:_____
<PAGE>   7
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.


     deposit obligation of Verio), which failure remains uncorrected for a
     period of 30 calendar days after written notice from the non-defaulting
     party informing the defaulting party of such failure; (d) there is an
     Adverse Material Change (as defined Section 6.2 of this Service Agreement)
     in Verio's creditworthiness following the Effective Date; (e) if more than
     (***) percent (***%) of the Services comprised of telecommunications
     capacity provided to Verio hereunder chronically fail to comply with the
     Technical Specifications set forth in Schedule A-2 to Exhibit A hereto
     (with chronic failure meaning a service, facility or circuit experiencing
     (***) or (***) failures or more than (***) hours of Outages over any (***)
     consecutive day period); (f) Qwest makes a general assignment for the
     benefit of creditors, or a petition in bankruptcy or under any insolvency
     law us filed by or against Qwest and such petition is not dismissed within
     sixty (60) days after it has been filed; (***)

7.   REMEDIES FOLLOWING DEFAULT

7.1. If Verio is in Default under Section 6.1 (a) hereof, Qwest shall be
     entitled to exercise the remedies described in Section 5.3 hereof and no
     others. If Verio is in Default under Section 6.1 (b) hereof, Qwest may, at
     its election, condition its acceptance of any further Service Orders
     submitted by Verio following the date of such Default on Verio's curing
     such Default or, if Verio fails to cure such Default, providing such other
     assurance of payment as Qwest may require to establish assurance of
     payment. If a Default by Verio under Section 6.1 (b) continues uncured for
     a period of thirty (30) days, subject to the last sentence of this Section,
     Qwest may then suspend Services or terminate this Agreement by providing
     written notice to Verio in the manner provided in Section 8.2 below. If
     Verio is in default under Section 6.1 (c), and such Default would have a
     material adverse impact on Verio's ability to discharge its payment
     obligations hereunder or is a Default with respect to Section 12.1 hereof,
     or if Verio is in Default under Section 6.1 (d), then, in addition to its
     other rights and remedies under this Services Agreement or under law, Qwest
     may terminate this Services Agreement as provided herein. (***)

7.2  If Qwest is in Default under Section 6.1 (c) as a result of its failure to
     deliver Services hereunder, then Verio shall be entitled to exercise the
     remedies described in Sections 1.5, 1.6 and 1.7 hereof, including the right
     to terminate this Agreement in the events and as described in Section 1.7,
     or (***) If Qwest is in Default under Section 6.1 (e), then Verio shall be
     entitled to exercise the same remedies described in Sections 1.5, 1.6 and
     1.7, as if Qwest had failed to 



                              Qwest Communications
                                       7


Confidential and Proprietary                                Verio Initials:____
<PAGE>   8
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.


     deliver the Services that chronically failed to meet the Technical
     Specifications. (***)

7.3  Except as and to the extent that the rights and remedies of the parties are
     expressly defined or limited pursuant to Sections 7.1 and 7.2 above or
     Section 14 below, all remedies provided under this Services Agreement are
     cumulative and are without prejudice to any other rights or remedies that
     the parties may have at law or in equity.

8.   TERMINATION:

8.1  Verio may terminate this Agreement: (a) effective upon written notice to
     Qwest as provided in Sections 1.7 and 7.2 if Qwest is in Default
     hereunder; (b) effective upon thirty (30) calendar days prior written
     notice, if any material rate or term contained herein and relevant to the
     affected Services is materially changed by order of the highest court of
     competent jurisdiction to which the matter is appealed, the Federal
     Communications Commission, or other local, state or federal government 
     authority; (c) effective upon thirty (30) calendar days prior written 
     notice, with or without cause, following the expiration of the Initial
     Term; or (d) pursuant to Section 9.2 hereof or elect to terminate one or
     more Service Orders and/or terminate the provisions of Sections 3.1 and
     3.2 of Exhibit A and continue the remaining Agreement in place.
            
8.2  Qwest may terminate this Agreement: (a) effective upon written notice to
     Verio as provided in Section 7.1 if Verio is in Default hereunder; (b)
     effective upon thirty (30) calendar days prior written notice, with or
     without cause, following the expiration of the Initial Term; or (c)
     provided that Qwest has complied with its obligations under Section 9.4
     hereof, effective immediately upon written notice to Verio if Qwest does
     not maintain or loses any required regulatory or other governmental
     authorizations to provide the Services, as described in Section 9.1 of this
     Agreement, without any further obligation on the part of Verio thereafter
     other than to meet its payment obligations hereunder for Services delivered
     by Qwest prior to the date of termination.

8.3  Verio may terminate the affected circuit, facility or other portion or
     portions of a Service Order or Service Orders upon ten (10) calendar days
     prior written notice following failure of performance, in the manner and
     subject to Sections 1.5, 10.2 of this Agreement or in the event that a
     Service, facility or circuit chronically (as that term is defined in 
     Section 8.1(d) hereof) fails to comply with the Specifications. If Verio
     exercises its termination



Confidential and Proprietary                                Verio Initials:
                                                                           -----

                              Qwest Communications
                                       8

<PAGE>   9
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


     rights pursuant to this Section 8.3, the charges which would have been
     payable for the terminated Services for the Service Term for those Services
     shall be included for purposes of determining whether Verio has met its
     MAPC and Total Minimum Commitment pursuant to Section 3 of Exhibit A
     hereof.

8.4  Upon any termination of this Agreement by Verio pursuant to Section 8.1(a),
     any and all of Verio's remaining obligations pursuant to Exhibit A
     hereto shall terminate, (***) On any other termination of this Agreement
     by Verio pursuant to Section 8.1, (***) Should Verio exercise its right to
     terminate this Agreement in whole or in part pursuant to Section 8, at
     Verio's election, (***)

9.   GOVERNMENTAL AUTHORITY:

9.1  Each party shall fully comply with all laws, regulations and authorities
     relating to its business which are material to its performance under this
     Service Agreement, including, but not limited to, those outlined in this
     Section 9.

9.2  Verio acknowledges that the obligation of Qwest to provide the Services to
     Verio is subject to the receipt by Qwest of any required regulatory or
     other governmental authorizations. In the event that Qwest files a tariff
     with the appropriate regulatory agency that is in any manner inconsistent
     with the Terms of this Agreement, the Terms of this Agreement shall
     control. If Qwest chooses to apply tariff terms which are inconsistent with
     the Terms set forth herein, Verio may terminate this Agreement without any
     liability to Qwest, apart from liability for Services rendered by Qwest in
     accordance with this Agreement to the date of termination. Qwest
     acknowledges that any tariff provision which alters Verio's right to
     terminate this Agreement is materially inconsistent with this Agreement.
     Provided that Qwest has met its obligations under Section 9.3(c) hereof,
     Qwest reserves the right to terminate this Agreement pursuant to Section
     8.2 of this to this Agreement pursuant to Section 8.2 of this



                               Qwest Communications         
                                       9


Confidential and Proprietary                                Verio Initials:____ 
<PAGE>   10



     Service Agreement if at any time Qwest does not have or loses the required
     regulatory or other governmental authorizations to provide the Services.

9.3  Verio represents and warrants that: (a) Verio has received all necessary
     permits, licenses, approvals, grants, and charters of whatsoever kind
     necessary to carry out the business in which Verio is engaged; and (b)
     Verio has complied and does comply with all laws, regulations, orders, and
     statutes which may be applicable to Verio, whether local, State or Federal.
     From the date of this Agreement until the termination hereof, Verio agrees
     to operate in accordance with and to maintain current all such
     certifications, permits, licenses, approvals, grants, charters, and to
     comply with all applicable laws, regulations, orders and statutes, whether
     local, State or Federal. A breach by Verio of any of the representations,
     warranties or covenants of this Section 9.2 shall be deemed a Default
     hereunder, and shall allow Qwest to terminate this Agreement in the manner
     described in Section 8.2 of this Service Agreement.

9.4  Qwest represents and warrants that: (a) Qwest has received all necessary
     permits, licenses, approvals, grants, and charters of whatsoever kind
     necessary to carry out the business in which Qwest is engaged; (b) Qwest
     has complied and does comply with all laws, regulations, orders, and
     statutes which may be applicable to Qwest, whether local, State or Federal;
     (c) from the date of this Agreement until the termination hereof, Quest
     agrees to operate in accordance with and to obtain and maintain current all
     such certifications, permits, licenses, approvals, grants, charters, and to
     comply with all applicable laws, regulations, orders and statutes, whether
     local, State or Federal.

9.5  Notwithstanding any other provision of this Agreement, a failure by a Party
     to comply with its obligations under Sections 9.1, 9.3 or 9.4 shall not be
     deemed a Default by that Party unless the failure would have a material
     adverse effect on the Party's ability to perform its obligations under this
     Agreement.

10.  FORCE MAJEURE

10.1 Except as is provided in Section 10.2 below, neither party shall not be
     liable for any failure of performance hereunder due to causes beyond its
     reasonable control, including, but not limited to: acts of God, storm,
     extreme temperatures or other similar catastrophes; any law, order,
     regulation, direction, action or request of the United States government,
     or of any other government, including state and local governments having
     jurisdiction over either of the parties, or of any department, agency, 
     commission, court, bureau, corporation or other instrumentality of any one
     or more said governments, or of any civil or military authority; national
     emergencies, insurrections, riots, wars, or strikes, lock-outs, work
     stoppages or other labor difficulties; actions or inaction's of a third
     party provider or operator of facilities employed in provision of the
     Services; or any other conditions or circumstances beyond the reasonable
     control of Qwest which impede or affect the Services or the transmission of
     telecommunications services. Notwithstanding the foregoing, the following
     are not events of Force Majeure: fire, explosion, vandalism, fiber




                              Qwest Communications
                                       10

Confidential and Proprietary                          Verio Initials:   
                                                                     -------   
<PAGE>   11

     optic cable cut, or the failure of a subcontractor to perform its
     obligations under an agreement with a Party.


10.2 If any failure of performance on the part of Qwest described in Section
     10.1 of this Service Agreement shall be: (a) for thirty (30) calendar days
     or less, then this Agreement shall remain in effect, but Verio shall be
     relieved of its obligation to pay for that portion of the Services affected
     for the period of such failure of performance; or (b) for more than thirty
     (30) days, then Verio may terminate only that portion of any Service Order
     or Service Orders related to the Services so affected, by written notice to
     Qwest, in accordance with Section 8.3 of this Service Agreement, in which
     case the charges which would have been payable in respect of the terminated
     Services for the Service Term applicable to those Services shall be
     included for purposes of determining whether Verio has met its MAPC and
     Total Minimum Commitment pursuant to Section 3 of Exhibit A hereof.

10.3 If the Services are unavailable to Verio as a result of any events
     described in Section 10.1, Verio shall be entitled to an Outage Credit
     under Section 5 of the Service and Pricing Exhibit.

11.  INDEMNIFICATION:

     Each party ("Indemnitor") shall defend, hold harmless, and indemnify the
     other ("Indemnitee") from and against all claims, demands, actions, causes
     of action, judgments, costs and reasonable attorneys' fees and expenses of
     any kind or nature for bodily injury, death, property damage, or other
     damages of any kind incurred by Indemnitee, its employees, or third parties
     arising under this Agreement due to Indemnitor's negligence or willful
     misconduct; except that Verio shall defend, indemnify and hold Qwest
     harmless from and against any claim of libel, slander, or infringement of
     any third party's copyright, trademark or other proprietary right if such
     claim is caused by Verio's transmissions using Qwest Facilities unless due
     to Qwest's negligence or willful misconduct.

12.  ASSIGNMENT:

12.1 Neither this Agreement nor any of Verio's rights or obligations hereunder
     may be sold, assigned, sublet, encumbered or transferred by operation of
     law or otherwise (hereafter, a "Transfer"), except (a) in the ordinary
     course of its business as an Internet service provider, (b) to a Verio
     Affiliate, (c) in connection with a sale or assignment by operation of law
     or otherwise of all or substantially all of Verio's assets, without the
     prior written consent of Qwest, which will not be unreasonably withheld or
     (d) in connection with a transfer to or enforcement by a secured creditor
     by way of security (each a "Permitted Transfer"). Any Transfer by Verio
     other than a Permitted Transfer without Qwest's prior written Consent shall
     entitle Qwest, at its option, to: (x) consider the Transfer void; (y)
     consent to the Transfer, and thereafter hold any transferee(s) liable
     hereunder; or (z) terminate this Agreement upon delivering written notice
     to Verio. Subject to the 




                              Qwest Communications
                                       11

Confidential and Proprietary                          Verio Initials:   
                                                                     ---------
<PAGE>   12
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.


     foregoing, this Agreement shall be binding upon and inure to the benefit of
     the parties hereto and their respective successors or assigns. (***) In all
     other cases, Qwest may transfer, assign or otherwise in any manner encumber
     this Agreement and its rights and obligations hereunder without the need to
     obtain Verio's prior consent.

13.  TITLE:

     (***) Verio expressly disclaims any right, title, perpetual right of
     use or any other interest in or to any equipment or property used or
     supplied by Qwest under this Agreement.

14.  WARRANTIES AND LIMITATION OF LIABILITY:

14.1 Qwest warrants (a) that the Services shall be provided to Verio and shall
     operate in accordance with prevailing telecommunications industry standards
     (hereinafter the "TECHNICAL STANDARDS") and the Specifications set forth in
     Exhibit A hereof. If Verio determines that the Services are not being
     provided in accordance with the Technical Standards and the Specifications
     (hereinafter, a "DEFECT" or "DEFECTS"), Qwest shall use commercially
     reasonable best efforts under the circumstances to conform the Services to
     the Technical Standards, and (b) the Services and any that all components
     of any systems/product utilized or relied upon by Qwest to perform the
     Services, are designed to be used prior to, during and after the calendar
     year 2000 AD, and that the Services and the systems/product will operate
     during each such time period without error or interruption relating to
     date data, including without limitation, any error or interruption relating
     to, or the product of, date data which represents or references different
     centuries or more than one century, or leap year, in any level of any
     systems/product hardware or software, including, without limitation,
     microcode, firmware, application programs, user interfaces, files and
     databases.

14.2 THE WARRANTIES CONTAINED IN SECTION 14.1 OF THIS SERVICE AGREEMENT ARE
     EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR
     STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. QWEST HEREBY
     SPECIFICALLY DISCLAIMS ANY LIABILITY TO CUSTOMER FOR INTERRUPTIONS
     AFFECTING THE SERVICES FURNISHED HEREUNDER WHICH ARE ATTRIBUTABLE TO
     CUSTOMER'S INTERCONNECTION FACILITIES (AS DEFINED IN SECTION 1.4 OF THE
     SERVICE AND PRICING EXHIBIT) OR TO CUSTOMER'S EQUIPMENT FAILURES, OR TO
     CUSTOMER'S BREACH OF THIS AGREEMENT.



                              Qwest Communications
                                       12

<PAGE>   13
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.


14.3 APART FROM CLAIMS ARISING UNDER SECTION 15 HEREOF, IN NO EVENT SHALL EITHER
     PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS
     AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFIT OR
     REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR
     SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED OR SUFFERED AS A RESULT OF
     UNAVAILABILITY OF FACILITIES OR SERVICES, INCORRECT OR DEFECTIVE
     TRANSMISSIONS, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER
     ACTION OR INACTION UNDER THIS AGREEMENT, OR FOR ANY OTHER REASON, EVEN IF
     THAT PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE;

14.4 Verio acknowledges that Qwest has no ability to independently test or
     maintain Services between off net cities. Consequently, if Qwest provides
     such Services, then notwithstanding anything in this Agreement to the
     contrary, Qwest's entire duty with respect to such Services shall be to use
     its best efforts to test and maintain such Services in accordance with
     Qwest's Specifications.

15.  NON-DISCLOSURE AND PUBLICITY:

15.1 The parties acknowledge that the Mutual Non-Disclosure Agreement dated
     October 31, 1997 ("NDA"), currently in effect between Verio and Qwest,
     remains in full force and effect, and that this Agreement and all
     information related hereto constitutes Proprietary Information as defined
     therein. The parties further acknowledge and agree that all "Proprietary
     Information," as defined in the NDA, disclosed in the course of their
     discussions concerning this Agreement shall be subject to the terms of that
     agreement. Notwithstanding the foregoing, the parties shall not be
     precluded from confidential discussions with their respective
     stockholders, key employees, legal counsel, accountants, banks and other
     agents, who are subject to a duty of confidence in relation to the
     Proprietary Information which duty is not inconsistent with the terms of
     the NDA and this Agreement, as reasonably deemed necessary by each party,
     respectively, in order to facilitate the transactions contemplated hereby.
     By its execution hereof, Qwest Communications International, Inc. hereby
     agrees that it shall be and hereby is bound by all of the agreements and
     obligations of Qwest under the NDA, as if it was a direct party thereto.

16.  ARBITRATION:

16.1 The parties shall endeavor to equitably settle all disputes arising out of
     or related to this Agreement in an informal manner and in good faith. If
     after good-faith negotiations the Parties still are unable to resolve the
     dispute, then either Party may escalate resolution of the dispute to 
     mediation under the auspices of JA.M.S/ENDISPUTE. If the dispute is not
     resolved in this manner, either Party may pursue its remedies in a court of
     law.



                              Qwest Communications
                                       13

<PAGE>   14



16.2 The parties hereto agree that a prevailing party shall be entitled to
     recover all reasonable costs and expenses (including all reasonable
     attorney's fees and disbursements) of such court proceedings, as well as
     all cost for said proceeding. Such prevailing party shall also be entitled
     to reasonable attorney's fees and costs incurred in enforcing a judgment of
     the court separately from and in addition to any other amount included in
     such judgment. This Section 16.3 shall be severable from the other
     provisions of this Service Agreement and shall survive and not be merged
     into any such judgment.

17.  USE OF SERVICES:

17.1 Verio shall use and permit the use of the Services provided by Qwest
     hereunder solely in connection with Verio's provision of Services to
     Verio's Affiliates or provision by Verio or Verio's Affiliates to third
     parties of Internet-based services or data services, and not for the
     provision of voice telephone services not using Internet protocol
     (directly or through an Affiliate, reseller or other third party). Qwest's
     obligation to provide the Services specified herein is conditioned upon
     Verio using commercially reasonable best efforts to ensure that the
     Services are not used for any unlawful purpose or in violation of any
     governmental regulations or authorizations as outlined in Section 9 of this
     Service Agreement.

18.  MISCELLANEOUS:

18.1 Verio shall execute such other documents, provide such information and
     cooperate with Qwest, all as may be reasonably required by Qwest in
     connection with providing the Services.

18.2 Neither this Agreement, nor the provision of Services hereunder, shall
     constitute, create, give effect to or otherwise recognize a joint venture,
     partnership, or business entity of any kind, or result in a joint
     communications service offering to any third parties, and the rights and
     obligations of the parties will be limited to those expressly set forth
     herein. Nothing herein will be construed as providing for the sharing of
     profits or losses arising out of the efforts of the parties hereto.

18.3 The failure of either party to give notice of default or to enforce or
     insist upon compliance with any of the terms or conditions of this
     Agreement shall not constitute a waiver of any term or condition of this
     Agreement.

18.4 Subject to Section 16 of this Service Agreement, in the event suit is
     brought or an attorney is retained by either party to enforce the terms of
     this Agreement or to collect any moneys due hereunder or to collect money
     damages for breach hereof, the prevailing party shall be entitled to 
     recover, in addition to any other remedy, reimbursement for reasonable
     attorneys' fees, court costs, costs of investigation and other related
     expenses incurred in connection therewith.



                              Qwest Communications
                                       14

Confidential and Proprietary                                Verio Initials:____
<PAGE>   15

18.5   Verio acknowledges that at least part of the Services are or will be
       provided through a Qwest "NETWORK MANAGEMENT CENTER" located in Denver,
       Colorado. Accordingly, this Agreement shall be construed under the laws
       of the State of Colorado without regard to its choice of law principles.
       Except as is provided in Section 16 of this Service Agreement, venue and
       jurisdiction shall lie exclusively with the District Court in the City
       and County of Denver.

18.6   No subsequent agreement concerning the Services or modification to this
       Agreement shall be binding upon the parties unless it is made in writing
       by an authorized representative of Verio and an authorized Representative
       of Qwest Communications at its headquarters in Denver, Colorado.

18.7   If any part of any provision of this Agreement shall be invalid or
       unenforceable under applicable law, said part shall be ineffective to the
       extent of such invalidity only, without in any way affecting the
       remaining parts of said provision or the remaining provisions of this
       Agreement, and the Verio and Qwest agrees to negotiate with respect to
       any such invalid or unenforceable part to the extent necessary to render
       such part valid and enforceable.

18.8   The terms and provisions contained in this Agreement that by their sense
       and context are intended to survive the performance thereof by the
       parties hereto shall survive the completion of performance and
       termination of this Agreement, including, without limitation, the making
       of any and all payments due hereunder.

18.9   Words having technical or trade meanings shall be so construed.

18.10  All notices, requests, demands and other communications required or
       permitted hereunder shall be in writing and shall be given by: (a) hand
       delivery; (b) first-class registered or certified mail with postage
       prepaid; (c) overnight receipted courier service, or (d) telephonically
       confirmed facsimile transmission, which notice is addressed to the party
       at the address set forth below, or such other address as may hereafter be
       designated in writing by the party. Notices given in accordance with this
       Section shall be effective upon receipt or when receipt is refused.

       All notices to Qwest shall be addressed to

               Qwest Communications Corporation 
               555 17th Street, Suite 1000 
               Denver, Colorado 80202 
               Facsimile: (303) 291-1724 
               Phone: (303) 291-1400 
               Attn.: Carrier Contracts Admin.




                              Qwest Communications
                                       15


Confidential and Proprietary                                Verio Initials:____
<PAGE>   16

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.



       All notices to Verio shall be addressed to:

              Verio, Inc.
              8005 S. Chester Street, Suite 200
              Englewood, Colorado 80112
              Facsimile, 303-792-5621     Phone: 303-645-1903
              Attn.: Mr. Chris DeMarche
              Copy to: Carla Hamre Donelson, Esq.
              At the above address
              Facsimile: 303-708-2494     Phone: 303-645-1908

       The addresses set forth may be changed by appropriate notice to the other
       party. 

18.11  This Agreement, including its schedules and exhibits incorporated
       herein by reference, together with (*) executed
       concurrently herewith and the NDA comprises the complete and exclusive
       statement of the agreement of the parties concerning the subject matter
       hereof, and supersedes all previous statements, representations, and
       agreements concerning the subject matter hereof. In the event of any
       conflict between the provisions of this Agreement and the terms of any
       Service Order(s) issued and accepted hereunder or any exhibits hereto,
       the conflict shall be resolved by reference to said documents in the
       following order of priority of interpretation (except as is otherwise
       specifically provided in this Agreement or in any exhibits): (a) any
       exhibit, with reference to the same in order of attachment to this
       Agreement; (b) this Agreement; and (c) any Service Order(s).
       Notwithstanding the foregoing, no provision or term of any Service Order
       or exhibit shall be a part of this Agreement or binding on Qwest or
       Verio unless and until such Service Order or document has been executed
       by authorized representatives of Qwest and Verio.

DATED as of the first date written above.


                            VERIO, INC.:

                                 By: /s/ CHRIS DEMARCHE
                                    --------------------------------------
                                      Name: Chris DeMarche
                                      Title: Chief technical Officer

                                      Date: 3/31/98


                            QWEST COMMUNICATIONS CORPORATION:

                                 By: /s/ GREGORY M. CASEY
                                    --------------------------------------
                                      Name: Gregory M. Casey
                                      Title: Sr. Vice President, Carrier Markets
                        
                                      Date: 3/31/98    
                                      
                        
                        



                              Qwest Communications
                                       16
<PAGE>   17

                                    EXHIBITS

         Exhibit A:       Service and Pricing Exhibit

                          Schedules to Exhibit A
                          ----------------------

                          "A-1" Interval Guidelines
                          "A-2" Technical Specifications
                          "A-3" Maintenance Policy

         Exhibit B:       Service Order Form
         Exhibit C:       Qwest Network Build Plan

         Exhibit D:       SONET Protection Availability

         Exhibit E:       Collocation Agreement
   
           (*)                      (*)
    



                              Qwest Communications
                                       1
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   18


                                   EXHIBIT A
                                       TO
                              QWEST COMMUNICATIONS
                        CAPACITY AND SERVICES AGREEMENT

                          SERVICE AND PRICING EXHIBIT

         This Service and Pricing Exhibit (this "SERVICE AND PRICING EXHIBIT")
         is made as of March 31, 1998 with respect to Service Agreement
         No._____, (the "AGREEMENT") by and between Qwest Communications
         Corporation, a Delaware corporation ("QWEST"), and Verio Inc, Delaware
         corporation ("VERIO"),

1.       QWEST SERVICES:

1.1      During the Term of the Agreement, Qwest will provide to Verio the
         Service or Services requested by Verio in a Permitted Service Order or
         a Service Order otherwise accepted by Qwest.

1.2      Qwest shall deliver each Service to be provided under a Permitted
         Service Order, or under an Additional Service Order which has been
         accepted by Qwest, on or before the Availability Date stated in the
         Permitted Service Order or Additional Service Order for that Service.
         Services shall be delivered in compliance with the specifications
         attached as Schedule A-2 to this Exhibit A (the "Specifications")
         which may not be amended without Verio's consent, such consent not to
         be unreasonably withheld.

1.3      At each end of the city pairs (the "CITY PAIRS") on which Verio orders
         Services, Qwest shall provide, at Qwest's cost, appropriate equipment
         in its terminal locations necessary to connect the Services to Verio's
         Interconnection Facilities (as defined in Section 1.4 of this Service
         and Pricing Exhibit). Qwest hereby grants Verio the right to acquire
         leased floor space in Qwest terminals for the purpose of collocation
         of Verio equipment, subject to site specific space availability and
         mutual agreement upon the applicable charges and other terms, which
         shall be reflected in a written Collocation Agreement in the form of
         Exhibit E hereof. Verio will be permitted to participate in the
         planning process for the building out of collocation space and is
         hereby granted a right of first refusal for terminal space available
         from Qwest, subject to Qwest's other obligations regarding such space
         existing on the date hereof.

1.4      Verio agrees that Verio's Interconnection Facilities shall connect to
         the Services provided by Qwest hereunder at the network interface
         points located in the Qwest terminals and defined in the
         Specifications (as defined in Section 2.1 of this Service and Pricing
         Exhibit). As used herein, the term "INTERCONNECTION FACILITIES" shall
         mean transmission capacity provided by Verio or its third party
         supplier to extend

                              Qwest Communications
                                       2               
Confidential and Proprietary                            Verio Initials:_________
<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.


         the Services provided by Qwest from a Qwest terminal to any other
         location (e.g., a local access telephone service provided by a local
         telephone company).

1.5      Qwest shall use reasonable efforts to order Interconnection Facilities
         on behalf of Verio from Verio's designated supplier, provided that
         Verio furnishes Qwest with an acceptable letter of agency. Verio shall
         be billed directly by the supplier of such Interconnection Facilities,
         and shall hold harmless and indemnify Qwest from any loss or liability
         incurred by Qwest as a result of Qwest's ordering Interconnection
         Facilities from any third party. Verio may, at its election, but
         subject to Qwest's prior written approval, order its own
         Interconnection Facilities. Qwest will make available to Verio at
         Qwest's cost, subject to availability of facilities, Interconnection
         Facilities which Qwest may have in place with local exchange carriers
         and which are in excess of Qwest's own requirements. If any party
         other than Qwest provides Interconnection Facilities, then
         unavailability, incompatibility, delay in installation, or other
         impairment of Interconnection Facilities shall not excuse Verio's
         obligation to pay Qwest all Rates or charges applicable to the
         Services, whether or not such Services are useable by Verio.

2.       START OF SERVICES:

2.1      Start of service for each Service (the "START OF SERVICE DATE") shall
         begin on the date on which Verio accepts delivery of such Service. If
         Verio fails to give written notice that the Service is in material
         non-compliance with the Specifications within five (5) business days
         after notification to Verio by Qwest that the Service is available,
         Verio shall be deemed to have accepted such Service, and the Start of
         Service Date shall commence as of the fifth day following such
         notification by Qwest. Following notice by Verio of material
         non-compliance as set forth above, Qwest shall promptly take such
         reasonable action as is necessary to correct any such non-compliance
         in the Service and shall, upon correction, notify Verio of a new Start
         of Service Date.

2.2      Notwithstanding anything in Section 2.1 of this Service and Pricing
         Exhibit to the contrary, Verio may delay the Start of Service Date for
         any Service for up to thirty (30) days from Qwest's Availability Date
         by written notice to Qwest at least seventy-two (72) hours prior to
         any applicable Availability Date.



                              Qwest Communications
                                       3

Confidential and Proprietary                           Verio Initials:__________
<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.

3.       MINIMUM COMMITMENTS AND RATES:

3.1      Set forth below is each of Verio's minimum annual purchase commitments
         ("MAPC"), payable in each of the first seven (7) years of the Initial
         Term of this Agreement commencing on the Effective Date, and which
         total One Hundred Million Dollars ($100,000,000.00) (the "Total
         Minimum Commitment"), Commencing February 25, 1998, all payments by
         Verio to Qwest or any affiliate of Qwest for services, facilities or
         products used by Verio, including services, facilities or products
         which are provided pursuant to this Agreement and/or any other
         agreement between Qwest or an affiliate of Qwest and Verio, together
         with payments to third party providers under Section 1.5 of the
         Agreement and any credits toward the MAPC as provided for in the
         Agreement, shall be included in determining whether Verio has
         satisfied its MAPC.

<TABLE>
<CAPTION>
                   Minimum Annual Purchase Commitments (*)          

               Year 1   Year 2  Year 3   Year 4  Year 5   Year 6  Year 7
               ------   ------  ------   ------  ------   ------  ------
               <S>      <C>     <C>      <C>     <C>      <C>     <C>

</TABLE>       (*)      (*)     (*)      (*)     (*)      (*)     (*)

3.2      (***)

3.3      (***)


                              Qwest Communications
                                       4
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   21
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.


                                    (***)

3.4                                 (***)

3.5      Qwest shall provide the Services at the rates (the "RATES") set forth
         in this Section 3 (exclusive of all sales, use, commercial or other
         taxes, surcharges or license fees) or such lower rates as are
         determined in accordance with Section 3.7 hereof. The Rates for each
         Service include certain Monthly Recurring and Non-Recurring charges,
         all as defined in this Section 3. The Rates vary depending on whether
         the Services are (***). Finally, the rates vary depending upon the Tier
         usage level in effect during each given month of the Term. The Rates
         are as follows:

                       (a)   MONTHLY RECURRING CHARGES:

<TABLE>
<CAPTION>
              MONTHLY RUN RATE          
           FOR ALL QWEST SERVICE
                 (***)                         (***)    (***)      (***)      (***) 
         -------------------------            ------    ------     ------    ------
 <S>     <C>                               <C>     <C>      <C>     <C>
  TIER 1  LESS THAN (***)                    $ (***)    $ (***)   $ (***)    $ (***) 
  TIER 2  (***)                              $ (***)    $ (***)   $ (***)    $ (***) 
  TIER 3  GREATER THAN (***)                 $ (***)    $ (***)   $ (***)    $ (***) 
</TABLE>                                                                  

                 After accepting Service Orders for Services that, taken
         together with all other existing Services being then provided by
         Qwest, an affiliate of Qwest or a third party provider, result in a
         monthly total of billed Rates in a (***), the prices for all new and
         existing Services shall be adjusted as of the next billing cycle to
         reflect the new (***).

                       (b)   NON-RECURRING CHARGES:

                 A Non-Recurring Installation Charge of (***) per
         point-to-point (***) (or Equivalent) shall apply. (***)


                              Qwest Communications
                                      5
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   22
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.


                           (c)     OTHER CHARGES:


                 In addition to the foregoing Rates, Verio shall pay to Qwest
         the following additional charges, as applicable, including any and all
         recurring charges imposed on Qwest for the handling of calls under
         this agreement:

                           (i)      WAIVED CHARGES:

                                     (***)


                          (ii)     OTHER MONTHLY RECURRING CHARGES:


                                         

                                     (***)



                         (iii) OTHER NON-RECURRING CHARGES


                                          

                                     (***)




                              Qwest Communications
                                      6
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   23
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.


                     (iv)     OTHER MISCELLANEOUS CHARGES:

         (***)

3.6      The Rates set forth in this Section 3 shall be in effect for the
         entire Term of this Agreement, subject to such downward adjustment,
         if any, as may result from the application of Section 3.7 of this
         Service and Pricing Exhibit.

3.7      (***)

4.       FACILITY-SPECIFIC MINIMUM SERVICE TERM:

4.1      Subject to Qwest performing its obligations under the Agreement and
         this Service and Pricing Exhibit, and subject to Verio's remedies
         under Sections 1.4, 1.5, 8.1 and 8.3 of the Agreement, Verio
         acknowledges that the Rates and charges described in Section 3 of this
         Service and Pricing Exhibit are based on the commitment of Verio to
         each MAPC and to the Total Minimum Commitment. In addition, the Rates
         are based on Verio's agreement to utilize each of the specific
         circuits, facilities, or other Services provided by Qwest for a
         specified minimum period of time. Therefore, notwithstanding anything
         in this Agreement to the contrary, Verio shall be liable for and shall
         pay to Qwest all Rates, fees and charges which accrue under this
         Agreement for each circuit, facility, or identifiable component of any
         Service or portion thereof for the entire Minimum Service Term (as
         defined in Section 4.2 of this Service and Pricing Exhibit),
         regardless of whether or not Verio utilizes all or any part of such
         circuit, facility, or Service during all or any part of the Minimum
         Service Term applicable to such Service, except as is set forth in
         Section 4.3 of this Service and Pricing Exhibit.

4.2      The "MINIMUM SERVICE TERM" for each circuit or other component of
         Service shall be (***) months.

                              Qwest Communications
                                      7
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   24
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.

4.3      Notwithstanding anything in this Agreement to the contrary, Verio's 
         obligation to pay all Rates, fees and charges which accrue under this
         Agreement for each Service for the entire Minimum Service Term
         applicable to each such Service shall terminate, as each such Service,
         if this Agreement is terminated during the Minimum Service Term which
         pertains to each such Service: (a) by Verio, pursuant to Sections 8.1
         of the Agreement,; or (b) by Qwest, pursuant to Section 8.2(b) or (c)
         of the Service Agreement.

5.       OUTAGES:

5.1      Verio acknowledges the possibility of an unscheduled, continuous
         and/or interrupted period of time when a Service or Services are
         "unavailable" (as defined in Sections 2.2 or 2.3 of Schedule A-2 to
         this Exhibit A) (hereafter an "Outage"). In the event of an Outage,
         Verio shall be entitled to a credit (the "Outage Credit") determined
         according to the following formula:

         (***)

5.2      (***)

5.3      (***)

5.4      (***)


                              Qwest Communications
                                      8
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   25
         month shall not exceed the amount payable by Verio to Qwest for that
         same month for such Service.

5.5      In the event of an unscheduled Outage, Qwest will use commercially
         reasonable best efforts to restore Services to a level that accords
         with the service quality set forth in the Specifications.



                              Qwest Communications
                                      9
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   26
SCHEDULE A-1 TO EXHIBIT A


                    STANDARD & EXPEDITE INTERVAL GUIDELINES

These are the standard order intervals for domestic services on Qwest Owned
Fiber Optic Network ("On-Net" services). If you have any questions regarding
the interval process, please contact your Sales Director.

<TABLE>
<CAPTION>

                                              TOTAL SERVICE INTERVAL IN 
                                                    CALENDAR DAYS

         SERVICE TYPE                          STANDARD         EXPEDITE
         <S>                                   <C>              <C>
         OPTICAL:                   
         POP TO POP (OC-3)                     28               ICB
         POP TO POP (ALL OTHERS)               ICB              ICB
         LOA PROVIDER                          ICB              ICB
         LEC TO LEC                            ICB              ICB
         CAP TO CAP                            ICB              ICB
         CAP TO LEC                            ICB              ICB
         CROSS CONNECTS                        ICB              ICB
                                    
         DS-3:                      
         POP TO POP                            15               ICB
         LOA PROVIDED                          15               ICB
         LEC TO LEC                            22               ICB
         CAP TO CAP                            22               ICB
         CAP TO LEC                            22               ICB
         CROSS CONNECTS                        8                ICB
                                    
         DS-1:                      
         POP TO POP                            12               ICB
         LOA PROVIDED                          12               ICB
         LEC TO LEC                            20               ICB
         CAP TO CAP                            20               ICB
         CAP TO LEC                            20               ICB
         CROSS CONNECTS                        8                ICB
</TABLE>

         ALL INTERVALS ARE SUBJECT TO NETWORK CAPACITY AND LEC FACILITY
         AVAILABILITY.  SHOULD OFF-NET CAPACITY BE REQUIRED, INTERVALS WILL BE
         DETERMINED ON AN ICB BASIS.  QWEST DOES NOT GUARANTEE OFF-NET CAPACITY
         AND PERFORMANCE.

         "ICB" means "Individual Case Basis"
         "POP TO POP" means Qwest controls CFA.
         CAP's: No optical interface anywhere except with MFS & TCG in Los
         Angeles.  Equipment Plug-ins: Add 2 days.

================================================================================
                            Qwest Communications
                                     10
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   27
SCHEDULE A-2 TO EXHIBIT A
TO
QWEST COMMUNICATIONS CAPACITY AND SERVICES AGREEMENT

TECHNICAL SPECIFICATIONS

1.       INTERCONNECT SPECIFICATIONS:

1.1      The customer interconnection point of DS-1 & DS-3 signals at the Qwest
         (SPT) location will be at an industry standard (DSX-1) & (DSX-3)
         digital cross-connect panels and will be referred to as Qwest Network
         Interface in this document.

1.2      The DS-1 & DS-3 signals terminating at the Qwest digital cross-connect
         panels will meet the electrical specifications as defined in AT&T
         Compatibility Bulletin (CB) No. 119, Issue 3, October, 1979.

1.3      The Qwest Digital Network will be compatible with the Bell System
         hierarchical clock synchronization methods and stratum levels as
         described in Bellcore Technical Advisory (GR436-Core).

1.4      Verio equipment must also meet the interconnect specifications listed
         above and shall comply with jitter requirements of AT&T Technical
         Reference PUB 63411.

2.       PERFORMANCE STANDARDS.

2.1      DSI, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c circuit
         performance will be measured using two parameters: Availability and
         Error-Free Seconds.

         The following assumptions apply to the derived data:

         * The circuits originate and terminate on the SONET OC-48 backbone
         * High speed protection switching: 1 for N, where N=2
         * MTTR for SONET equipment: 2 hours 
         * MTTR for fiber optic cable: 12 hours (Bellcore Standard)
         * Cable cut rate: 4.39 /year/1,000 sheath miles (Bellcore Standard)
                 The system includes three (3) DCS in Los Angeles, Sacramento,
                 and San Jose (although not all circuits are routed through the
                 DCS, they are included in all the calculations)

2.2      Availability is a measure of the relative amount of time during which
         the circuit is available for use.  According to CCITT and ANSI
         definitions, unavailability begins when the Bit Error Ratio (BER) in
         each second is worse than 1.0 E-3 for a period of 10 consecutive
         seconds.

                              Qwest Communications
                                     11
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   28
         INTER OFFICE CHANNEL (IOC):  An Inter Office Channel refers to the
         Qwest Communications network between the points of presence (POP).

         OPTICAL CARRIER LEVEL 1 (OC-1): The optical signal that results from
         an optical conversion of an electrical STS-1 signal (51.840 Mb/s).
         This signal forms the basis of the interface.

            OC-3: Optical Carrier level 3 signal operating at 155.520 Mb/s.
      
            OC-12: Optical Carrier level 12 signal transmitting at 622.080 Mb/s.

            OC-48: Optical Carrier level 48 signal transmitting at 2488.32 Mb/s.

         POINT OF PRESENCE (POP): A physical location where a long distance
         carrier terminates lines before connecting to the local exchange
         carrier, another carrier, or directly to a customer.

2.3      The availability objective for all circuits between Qwest Network
         Interface points specified above is to provide performance levels over
         a 12 month period as follows:

<TABLE>
         <S>              <C>
                          DS1, DS3, OC-3, OC-12
                          OC-48, OC-3c, OC-12c,
         V&H MILES        AND OC-48c
         ---------        ---------------------
         0-2500           99.999%
         2501-4000        99.998%
</TABLE>

         This excludes any customer provided access links to the Qwest digital
         network.

2.4      Error-Free Seconds (EFS) and Error Seconds (ES) are the primary
         measure of error performance. An Error-Free Second is defined as any
         second in which no bit errors are received. Conversely, an Error
         Second is any second in which one or more bit errors are received.

3.       SONET: Synchronous Optical Network is a family of optical transmission
         rates and interface standards allowing internetworking of products
         from different vendors. Base optical rate is 51.840 Mb/s. Higher rates
         are direct multiples.

         SONET TRANSPORT: Services associated with carrying OC-1 or higher
         level signals.

         SYNCHRONOUS TRANSPORT SIGNAL LEVEL 1 (STS-1):  The basic logical
         building block electrical signal with a rate of 51.840 Mb/s.

                              Qwest Communications
                                     12
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   29
         SYNCHRONOUS TRANSPORT SIGNAL LEVEL N (STS-N):  This electrical signal
         is obtained by byte interleaving N STS-1 signals together, The rate of
         the STS-N is N times 51.840 Mb/s.

         TERMINATING MULTIPLEX (TM): Provides the multiplex functions for
         multiplexing and demultiplexing between the DS1 or higher signal level
         and the SONET OC-N level.

4.       ACCEPTANCE CRITERIA. The acceptance criteria for DS1, DS3, OC-3,
         OC-12, OC-48, OC-3c, OC-12c, and OC-48c circuits between Qwest Network
         Interface points is to provide the performance levels reflected in
         Section 2.3 of this Schedule A-2 during a 60 minute test period. lf no
         errors are observed during the first 15 minutes of the test, the
         facility may be considered acceptable. Access connections to customer
         location will be tested in accordance with Bell Publication 62508.

                              Qwest Communications
                                     13
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   30
SCHEDULE A-3 TO EXHIBIT A

                            QWEST MAINTENANCE POLICY

PURPOSE

The Purpose of this document is to provide guidelines for maintenance activity
performed on the Qwest network.

OVERVIEW

Any work that has the potential of causing a service disruption to customer
traffic must be scheduled in advance per the maintenance notification
guidelines (next page). Additionally, the work must be scheduled to be
performed during a maintenance window as outlined below.

I.   MAINTENANCE WINDOWS:  FRIDAY:   12:00 Midnight until 6:00 Saturday Morning.
                           SATURDAY: 12:00 Midnight until 6:00 Sunday Morning.
                           SUNDAY:   12:00 Midnight until 5:00 Sunday Morning.

II.  EXEMPT PERIODS:  Routine maintenance will not normally be approved to
                      occur during holiday weekends, including "Mothers day",
                      or during the period from Thanksgiving weekend through   
                      the first week of January.

III. Typical maintenance not authorized outside of the "maintenance window."

         1)      Power work: When connecting power equipment, or cabling to
                 existing power systems, or when modifying existing power
                 systems.

         2)      Software upgrade: Software upgrades to DCS, Sonet, or
                 Switching Systems.

         3)      Loss of redundancy: Maintenance that will cause the loss of
                 protection in DCS, Sonet, or Switching Systems.

         4)      Fiber: Splicing within an existing fiber cable that is
                 carrying live traffic, or that carries customer fibers.

         5)      Splice tray: Work to be performed in a fiber splice tray that
                 has "working" fibers, must normally be performed during the
                 "maintenance window." Exceptions may be approved by the FOPs
                 and NMC directors.

         6)      DSX-3 Panels: Changes, re-cabling, or patch changes on the
                 "back-side" of a DSX-3 panel must be scheduled to occur during
                 the maintenance window.


                              Qwest Communications
                                     14
Confidential and Proprietary                            Verio Initials:_________
<PAGE>   31
ESCALATION AND CONTACT LIST

      24 Hours Response               "HOT-LINE"       800-776-7372
      SPECIALIST ON DUTY              DIRECT LINE      303-291-1631
      Network Management Center       FACSIMILE        303-291-1762

                              1st Level Escalation

"ON-DUTY" SUFERVISOR
                          Network Management Center

                            2nd Level Escalation
                                  KIM HICKS
                     Manager - Network Management Center
                              OFF# 303-291-1582
                              PGR# 888-712-1979
                             CELL# 303-907-0330
                           E-MAIL KHICKS@QWEST.NET

                            3rd Level Escalation
                                 JIM THORNBY
                    Director - Network Management Center
                              OFF# 303-291-1446
                              PGR# 888-712-1981
                             CELL# 303-748-1987
                          E-MAIL JTHORNBY@QWEST.NET

        ESCALATION TO VP OPS/NMC.........THROUGH MANAGER OR DIRECTOR

                            4th Level Escalation

MIKE HENIGAR
                      Vice President - Network Services
                              OFF# 303-382-5708
                              PGR# 888-284-1741
                          E-Mail MHENIGAR@QWEST.NET

          ESCALATION BEYOND 4TH LEVEL..........THROUGH V.P. OPS/NMC

TROUBLE TICKET PRIORITIZATION

A Network Management Service Representative will assign a priority to each
reported trouble, based on the following guidelines:

                              Qwest Communications
                                     15
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   32

PRIORITY 1:
         *    Dedicated location account with greater than or equal to 50% of
              total service out-of-service
         *    International country isolation
         *    Inability to complete to a single or multiple NPA's
         *    Private line data circuit outage, loss of customer DS3, or 
              service impairing degradation
         *    Switched access location greater than 50% of total
              service-out-of-service
         *    Event outage (fiber cut, equipment failure, natural
              disaster, etc,)
            
PRIORITY 2: 
            
         *    Chronic quality problems
         *    Switched access connectivity problems
         *    Dial-up data/Fax quality or connectivity problems
         *    Technical assistance
            
PRIORITY 3: 
            
         *    Trended problems not meeting Priority 1 or 2 criteria
         *    Single non-circuit-specific quality problems
            
PRIORITY 4: 
            
         *    Informational tickets

Escalation Objectives

                      Qwest Internal Escalation Intervals

<TABLE>
<S>                     <C>              <C>
  Management             Priority 1       Priority 2
    Level                Referral +

1 - Supervisor            1 Hour            8 Hours
2 - Manager               2 Hours          16 Hours
3 - Director              4 Hours          32 Hours
4 - Vice President        8 Hours          40 Hours
</TABLE>

<TABLE>
<S>                     <C>              <C>
  MANAGEMENT             PRIORITY 3       PRIORITY 4
    LEVEL               (REFERRAL +)      (REFERRAL+)

1 - Supervisor            24 Hours           N/A
2 - Manager               48 Hours           N/A
3 - Director              96 Hours           N/A
</TABLE>

                              Qwest Communications
                                     16
Confidential and Proprietary                           Verio Initials:__________
<PAGE>   33
                                                                       EXHIBIT B
                                                                CARRIER SERVICES
                                                    PRIVATE LINE - SERVICE ORDER
[QWEST LOGO]

Customer Order Number: _________________

Order Date: _______  Requested Availability Date: _______  Sales Person: _______

                              BILLING INFORMATION

Function Code: / / New  / / Change  / / Revision  / / Supplement  / / Disconnect

Expedite:      / / Yes       / / No - Customer Initial __________

Contract Term: / / 12 M  / / 24 M  / / 36 M  / / 48 M  / / 60 M

Customer Name: _____________________________________   Cust. #: _______________

Billing Address: ______________________________________________________________

City: _____________________ State: __________________ Zip: ____________________

Billing Contact: ____________________ Phone: ______________ Fax: ______________

Order Contact: ______________________ Phone: ______________ Fax: ______________

                              SERVICE INFORMATION

Service      V&H           City             City             Qty.  
 Type                   Originating      Terminating
-------------------------------------------------------------------

-------------------------------------------------------------------

-------------------------------------------------------------------


Unit MRC           Total MRC            Unit NRC            Total NRC
------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

      ORIGINATING ACCESS TYPE                  TERMINATING ACCESS TYPE

Access: / / Cust. Ordered (CFA/LOA)       Access: / / Cust. Ordered (CFA/LOA)
        / / QCC Ordered                           / / QCC Ordered

Site: _____________________________       Site: _____________________________

Address:___________________________       Address:___________________________

City: ______ State: ____ Zip:______       City: ______ State: ____ Zip:______

Ops. Contact:________ Phone:_______       Ops. Contact:________ Phone:_______

Alternate: _________ Phone:________       Alternate: _________ Phone:________

Access Provider: __________________       Access Provider: __________________

QCC requires 5 working days from          QCC requires 5 working days from
receipt of DLR to complete circuit        receipt of DLR to complete circuit
installation.                             installation.

Special Remarks/Comments: ________        Special Remarks/Comments: ________

__________________________________        __________________________________

                              SIGNATURE / APPROVAL

This Service Order is subject to and governed by the terms and conditions set
forth in the s Capacity and Services Agreement between QCC and Customer. Your
signature acknowledges that you have read, understand and accept such terms and
conditions and that you are duly authorized to execute and deliver this Service
Order. This Service Order shall not become a valid and binding obligation of
Qwest unless so provided under the Capacity and Services Agreement or until
this Service Order has been executed by an authorized representative of Qwest.

For Customer By: _____________________    For Qwest By: _______________________

Signature: ___________________________    Signature: __________________________

Title: _______________________________    Title: ______________________________
<PAGE>   34
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                   EXHIBIT C
                              QWEST COMMUNICATIONS
                            SERVICE READY POP REPORT

Current on: 3/25/98

(***)


Qwest Confidential                   Page 1
<PAGE>   35
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

                              Qwest Communications
                            Service Ready POP Report

Current on: 3/25/98

(***)

                                     Page 2
<PAGE>   36
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                              QWEST COMMUNICATIONS
                            SERVICE READY POP REPORT

Current on: 3/25/98

(***)

Qwest Confidential

                                     Page 3
<PAGE>   37
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

                              QWEST COMMUNICATIONS
                            SERVICE READY POP REPORT   

CURRENT ON:  3/25/98

                                     (***)

<PAGE>   38
                              QWEST COMMUNICATIONS
                            SERVICE READY POP REPORT

     Current on:         3/25/98
                    ------------------


(***)


QWEST CONFIDENTIAL                  Page 5
<PAGE>   39
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                              QWEST COMMUNICATIONS
                            SERVICE READY POP REPORT

                                     
Current on:     3/25/98
             ---------------


                                     (***)



                             
Qwest Confidential                  Page 6



<PAGE>   40
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                              QWEST COMMUNICATIONS
                            SERVICE READY POP REPORT


     Current on:    3/25/98
                -------------------



                                     (***)

<PAGE>   41
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

                              QWEST COMMUNICATIONS
                            SERVICE READY POP REPORT

     CURRENT ON:    3/25/98


                                     (***)

<PAGE>   42
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                            QWEST COMMUNICATIONS
                          SERVICE READY POP REPORT



Current on:    3/25/98

                                     (***)



<PAGE>   43
                                   EXHIBIT D

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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)




<PAGE>   44
                                   EXHIBIT E

                          COLLOCATION LICENSE AGREEMENT
                                  (Caged Space)

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.


                                     (***)
                
<PAGE>   45
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

                 
                                     (***)



<PAGE>   46
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

                                     (***)
<PAGE>   47
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

                                     (***)

<PAGE>   48
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)

<PAGE>   49
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)


<PAGE>   50
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)

<PAGE>   51
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)
<PAGE>   52
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)
<PAGE>   53
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
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                                     (***)
<PAGE>   54
                   ATTACHMENT TO COLLOCATION LICENSE AGREEMENT
                               THE EQUIPMENT SPACE





                                       11
<PAGE>   55
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                                   EXHIBIT F

                                     (***)
<PAGE>   56
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FILED WITH THE COMMISSION.


                                     (***)
<PAGE>   57
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)
<PAGE>   58
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)
<PAGE>   59
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


                                     (***)
<PAGE>   60
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FILED WITH THE COMMISSION.



                                     (***)
<PAGE>   61
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                                     (***)
<PAGE>   62
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.



                                     (***)