Master Services Agreement

This MCI Master Service Agreement, including the Schedules attached hereto
("Agreement") is made between MCI Telecommunications Corporation and its
affiliates ("MCI") and Verio, Incorporated ("Customer"), and shall be
binding when executed by both Parties and the conditions set forth in
paragraph 11(m) below (*) and paragraph 11(n) with respect to credit
approval have been satisfied.


The Term, rates, discounts and certain other provisions applicable to MCI
tariffed services ("Tariffed Services") are set forth in Schedule I and its
Attachments (hereby incorporated by reference) and shall be effective on
the Attachment Effective Date, as set forth in Attachment A to Schedule I.
The Term, rates, discounts and certain other provisions applicable to MCI
non-tariffed services ("Enhanced Services") are set forth in Schedule II
and its Attachments (hereby incorporated by reference) and shall be
effective on the Schedule Effective Date, as set forth in Schedule II. The
MCI Enhanced Services provided under Schedule II and its Attachments will
not receive the rates, discounts and credits provided under Schedule I, nor
will Enhanced Service usage be included in determining the rates, discounts
and credits provided under Schedule I.


For good and valuable consideration, the sufficiency of which is hereby
acknowledged, and intending to be legally bound, MCI and Customer (each a
"Party" and together, the "Parties") agree as follows:


1. Authority. Each Party represents and warrants that it has the full right,
power and authority to enter into this Agreement, to perform its
obligations hereunder and that the execution, delivery and performance of
this Agreement will not conflict with or constitute a default under any
contract, agreement or other obligation to which it is subject.


2. Confidential Information. The Parties agree that any confidential
information disclosed during performance of this Agreement shall be
governed by the Non-Disclosure Agreement ("NDA") between the Parties dated
May 19, 1997. The parties further agree that this Agreement, its Schedules
and Attachments are confidential information under the terms of the NDA and
that notwithstanding anything to the contrary, the term of the NDA is
hereby amended to be coterminous with this Agreement.


3. Termination of Schedules and Attachments. In addition to any other
termination rights identified in the attached Schedules, the Parties agree
that if all Schedules and Attachments hereto have been terminated in
accordance with the termination provisions set forth therein, then this
Agreement shall terminate, effective as of the termination date of the last
remaining Schedule or Attachment.


4. Provision of MCI Services.


(a) Pass-Through Charges. For all domestic and international access
services provided in conjunction with the MCI services provided under this
Agreement, MCI shall pass through to Customer and Customer shall pay any
charges, fees, taxes and otherwise be subject to terms and conditions of
service imposed by access suppliers, including those pertaining to rate
fluctuations in


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telephone tariffs, and charges that are imposed or enacted by access
suppliers to MCI after the execution of this Agreement.


(b) Settlement Gains or Losses. If the charges of international
telecommunications operators (ITO's) or other third party service providers
are billed to Customer on a pass-through basis, the charges payable to the
ITO or third party service provider will be converted to U.S. Dollars at
the exchange rates applicable for billing in a foreign currency stated
above. The payments to the ITO's or third parties are generally made at the
end of the month. Any difference between the amount billed and the
equivalent U.S. Dollar amounts paid will be included in a subsequent
period's invoice as loss or gain on settlements.


5. MCI Invoices and Payment.


(a) Payment of MCI Invoices. All amounts due for MCI services provided
under this Agreement shall be billed and paid in U.S. Dollars. Customer
shall pay MCI for such services within thirty (30) calendar days after the
date of MCI's invoice. Independent of such payment obligation, Customer
shall make a separate claim in writing, with adequate support, for any
credit for service interruption to which Customer believes itself entitled
under this Agreement, and MCI and Customer will promptly address and
resolve the claim. Failure of MCI to invoice Customer in a timely manner
for any amounts due hereunder shall not be deemed a waiver by MCI of its
rights to payment therefor.


(b) Taxes. Except as otherwise indicated herein, the charges specified
in the Schedules or Attachments do not include, and Customer agrees to pay,
all taxes levied by any duly constituted taxing authority against or upon
MCI provided services or otherwise arising out of this Agreement
(including, without limitation, any sales, gross receipts or value-added
taxes), except any such income tax based on or measured in whole or in part
by gross or net income, gross or net payments, profits, or net worth of MCI
or its affiliates (the "Taxes"); so long as, in the case of foreign tax
withholdings, Customer shall agree to cooperate with MCI in providing
foreign tax receipts to MCI; utilize best efforts to comply with foreign
tax laws; and utilize best efforts to provide MCI and/or a foreign taxing
authority with additional information to support MCI's claim for foreign
tax credit(s), as requested in writing by MCI.


6. Customer Obligations.


(a) Customer-Obtained Equipment, Services and Interconnections. Unless
otherwise specified in this Agreement, Customer shall be responsible for
obtaining, installing, and maintaining all equipment, software and/or
communications services necessary for interconnection with MCI's network or
otherwise for use in conjunction with the applicable MCI provided service.
MCI will provide Customer with manufacturer-provided technical information
concerning MCI provided equipment and standard configuration information
with respect to MCI's network to allow Customer to obtain, install and
maintain the equipment, software and/or communications services. Except for
any equipment specified by MCI, Customer shall have sole responsibility for
ensuring that such equipment, software and/or services are compatible with
MCI's requirements and that they continue to be compatible with subsequent
revision levels of


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MCI provided equipment, software and services. Unless otherwise expressly
agreed in writing, MCI shall have no responsibility for the availability,
capacity and/or condition of any equipment, software or services not
provided by MCI under this Agreement. Should Customer undertake to connect
any MCI products or services to any third party service or network,
Customer shall indemnify and hold harmless MCI from any damages, costs,
liabilities and expenses resulting from such connection or attempted
connection, including but not limited to damages resulting from
unauthorized use of, or access to, MCI's network.


(b) Security. Customer shall, at its own expense, take all
commercially reasonable security measures with respect to physical and
information systems necessary to protect all equipment, software, data and
systems located on Customer's premises or otherwise in Customer's control
and used in connection with the MCI provided services, whether owned by
Customer, MCI, or MCI's subcontractors. Customer acknowledges and agrees
that MCI shall not be liable, either in contract or in tort, for any loss
resulting from any unauthorized access (other than that caused by MCI
agents, employees or subcontractors in performance of the Agreement) to,
or alteration, theft, destruction, corruption, or use of, equipment,
software, data, or systems used in connection with MCI services.


(c) Access to Customer Sites. Customer agrees to provide MCI and its
subcontractors and their respective employees and agents access to
Customer's sites where any MCI services are provided (including access to
associated equipment) as necessary for MCI and its subcontractors to
perform MCI services.


7. Services, Software and Documentation. MCI is not required to provide
software and/or documentation to the Customer under this Agreement.
However, if during the term of this Agreement the Parties determine
that software and/or documentation is to be provided to the Customer, then
the Parties agree to negotiate in good faith appropriate terms and
conditions associated with the rights to such software and/or
documentation.


8. Indemnify by Customer. Customer agrees to indemnify MCI and its affiliates
and their respective employees, officers, directors, agents and
subcontractors, and hold them harmless against any damages including those
for personal injury and property damage and expenses incurred by any of
them arising out of Customer's acts, omissions and/or breach of its
obligations hereunder, and/or Customer's use of MCI provided services in a
manner other than as contemplated herein, including without limitation use
that gives rise to claims for libel, slander, invasion of privacy, or
infringement of any patent, copyright, trademark, or other proprietary
right of a third party; provided, however, that Customer's obligations
hereunder shall not apply (i) to the extent the same arise out of or in
connection with MCI's modification of a program or a machine provided by
Customer or MCI's combination, operation or use of a program or machine
provided by Customer with devices, data or programs not furnished by
Customer or its subcontractors; or, (ii) to claims of infringement of any
patent, copyright, trademark or other proprietary right of a third party
arising from Customer's use of MCI provided software hardware. Customer's
obligations pursuant to this Section shall be subject to: (i) MCI notifying
Customer in writing as to any such claim, suit, action or other proceeding
promptly after MCI becomes or reasonably should have become aware of the
same; (ii) at the request of Customer,


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providing to Customer all information and assistance reasonably necessary
to Customer in the settlement and/or defense of the same; and (iii)
affording Customer sole control of the settlement and/or defense of the
same.


9. Compliance. Customer is responsible for complying with all local license or
permit requirements, and all laws and regulations, including but not
limited to export, import and customs laws and regulations. MCI shall
provide reasonable assistance to Customer and its affiliates to facilitate
such compliance. Such assistance may include preparation of import and
customs forms and/or, where requested by Customer, acting as Customer's
agent in the import process.


10. Disclaimer of Certain Damages. EXCEPT AS AWARDED AS PART OF A JUDGMENT OR
SETTLEMENT FOR THIRD PARTY CLAIMS COVERED UNDER SECTION 8, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SCHEDULES
AND THE ATTACHMENTS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.


11. Miscellaneous


(a) Assignment. Neither Party may assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted assignment without such prior written consent shall be void. Notwithstanding the foregoing, MCI may assign this Agreement, or any of its rights or obligations thereunder, to its parent or any of its wholly-owned subsidiaries or affiliates.


(b) Project Management/Dispute Resolution. Project Management/Dispute Resolution shall be as follows:


(1) Promptly following execution of this Agreement, each Party shall
name a Project Manager who shall be responsible for day-to-day
implementation and management of the project.


(2) Each Project Manager shall provide written notification to the
other in the event of any dispute arising from performance of
this Agreement, such notification to be tendered within a
reasonable time frame. Promptly following notification of any
such dispute, the Project Managers shall meet (if requested to do
so) and shall negotiate in good faith in an attempt to resolve
such dispute.


(3) If after good-faith negotiations the Project Managers shall be
unable to resolve any such dispute, then either Project Manager
may escalate resolution of the dispute to the following level of
personnel who, within ten (10) days of notice of such escalation,
shall meet (if requested to do so) and negotiate in good faith to
resolve such dispute:


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For MCI: Jerry Edgerton
Vice President
MCI Telecommunications Corporation
8200 Greensboro Dr.
McLean, VA 22102
Fax: (703) 902-6101

For Customer: Chris DeMarche
Chief Technology Officer
Verio, Incorporated
9250 East Costilla Avenue
Suite 400
Englewood, CO 80112
Fax: (303) 792-3869


(4) If after good-faith negotiations the Parties still are unable to
resolve the dispute, then either Party may escalate resolution of
the dispute to the following who, within ten (10) days of notice
of such escalation, shall meet (if requested to do so) and
negotiate in good faith to resolve such dispute:


For MCI: Robert Hartnett
President
MCI Telecommunications Corporation
3 Ravinia Drive
Atlanta, GA 30346-2102
(770) 280-6113


For Customer: Justin Jaschke
Chief Executive Officer
Verio, Incorporated
9250 East Costilla, Avenue
Suite 400
Englewood, CO 80112
Fax: (303) 792-3869


(5) Any dispute arising out of or related to this Agreement, which
cannot be resolved by negotiation, shall be settled by binding
arbitration in accordance with the J.A.M.S/ENDISPUTE Arbitration
Rules and Procedures ("Endispute Rules"), as amended by this
Agreement. The costs of arbitration, including the fees and
expenses of the arbitrator, shall be shared equally by the
Parties unless the arbitration award provides otherwise. Each
Party shall bear the cost of preparing and presenting its case.
The Parties agree that this provision and the Arbitrator's
authority to grant relief shall be subject to the United States
Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the provisions
of this Agreement, and the ABA-AAA


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Code of Ethics for Arbitrators in Commercial Disputes. The
Parties agree that the arbitrator shall have no power or
authority to make awards or issue orders of any kind except as
expressly permitted by this Agreement, and in no event shall the
arbitrator have the authority to make any award that provides for
punitive or exemplary damages. The Arbitrator's decision shall
follow the plain meaning of the relevant documents, and shall be
final and binding. The award may be confirmed and enforced in any
court of competent jurisdiction. All post-award proceedings shall
be governed by the USAA.


(c) No Waiver. Neither Party's failure, at any time, to enforce any right or remedy available to under this Agreement shall be construed to be a waiver of such Party's right to enforce each and every provision of this Agreement in the future.


(d) Force Majeure. Any delay in or failure of performance by either Party under this Agreement (other than a failure to comply with payment obligations) shall not be considered a breach of this Agreement if and to the extent caused by events without the fault and beyond the reasonable control of the Party affected, including but not limited to acts of God, embargoes, governmental restrictions, strikes (other than those affecting only Customer), subcontractor failures or delays, riots, wars or other military action, civil disorders, rebellion, vandalism, or sabotage. Market conditions and/or fluctuations (including a downturn of Customer's business) shall not be deemed force majeure events. The Party whose performance is affected by such events shall promptly notify the other Party, giving details of the force majeure circumstances, and the obligations of the Party giving such notice shall be suspended during but not longer than the continuance of the force majeure, and the time for performance of the affected obligation hereunder shall be extended by the time of the delay caused by the force majeure event.


(e) Trademarks. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall create in either Party any rights in any trademark, trade name, service mark, insignia, symbol, identification and/or logotype of the other Party. Before either Party uses any such mark of the other Party, it shall obtain the prior written consent of the other Party.


(f) Export Controls. The Parties acknowledge that certain equipment, software and technical data which may be provided hereunder may be subject to export and re-export controls under the U.S. Administration Regulations and/or similar regulations of the U.S. or any other country. No Party shall export or re-export any such equipment, software, technical data or any direct product thereof in violation of any such laws.


(g) Foreign Corrupt Practices. Customer agrees that neither it nor any of its directors, officers, employees, subcontractors or agents will make any offer, payment, promise to pay or authorization of the payment of any money, offer, gift, promise to give, or authorization of the giving of anything value to any official, political party, party official or political candidate or any person, knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any official, political party, party official or political candidate, for the purpose of retaining business for or with, or directing business to Customer or MCI. As used in this Section the term "official" refers to any officer or employee in private or public


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service and includes any officer or employee of a government, or any department, agency or instrumentality thereof, or any person acting in such an official capacity for or on behalf of any such government or department, agency or instrumentality thereof.


(h) Governing Law. This Agreement, and all causes of action arising out of this Agreement, shall be subject to the Communications Act of 1934, as amended or succeeded (the "Act"), or, to the extent that any part of this Agreement is not governed by the Act, by the domestic law of the State of New York without regard to its choice of law principles. In the event of a conflict between this Agreement and any subsequent translations, this English language version shall prevail.


(i) Notices. Any notice or other communication required to be given to the other Party under this Agreement shall be given in writing, in the English language and either (1) delivered in person, (2) sent by United States certified or registered mail, postage prepaid, or (3) sent by an overnight courier service, to the following addresses:


If to MCI:


MCI Telecommunications Corporation
8200 Greensboro Drive
McLean, VA 22102
Attn: Jerry A. Edgerton, Vice President
With a Copy To: Law and Public Policy (same MCI
address as above)


If to Customer:


Verio, Incorporated
9250 East Costilla Avenue
Suite 400
Englewood, CO 80112
Attn: Mr. Chris DeMarche,
Chief Technical Officer


The name and address for notice may be changed by giving written notice in accordance with this Section. If mailed in accordance with this Section, notice shall be deemed given three (3) days after mailing. If sent by an overnight courier service, notice shall be deemed given one (1) day after deposit with the courier service.


j) Severability. All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions shall not affect the validity or enforceability of the remaining provisions. The remaining provisions will be construed in such a manner as to carry out the full


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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.


intention of the Parties. Section titles or references used in this Agreement shall not have substantive meaning or content and are not a part of this Agreement.


(k) Verio Owned Subsidiaries. MCI will provide location-level billing for services provided under this Agreement to affiliates specified by Verio, provided that Verio shall own or control at least twenty-five percent (25%) of the equity of each specified affiliate. Notwithstanding such location level billing, Verio shall at all times remain responsible for payment of all charges incurred by Verio affiliates purchasing services under this Agreement. In the event that a specified Verio affiliate fails to make payment when due, MCI may notify Verio and Verio shall make such payment within seven (7) calendar days.


(1) Entire Agreement. This Agreement, including the Schedules and their Attachments, constitute the entire agreement between the Parties with respect to its subject matter and the applicable MCI Tariffs and Tariff Option, and supersedes all other representations, understandings or agreements which are not fully expressed herein, whether oral or written offers, no amendment to this Agreement shall be valid unless in writing and signed by both Parties.


(m) Signature Authorization. The Parties have duly executed and agreed to be bound by this Agreement as evidenced by the signatures of their authorized representatives below. Each Party represents and warrants to the other that the signatory identified beneath its name below has full authority to execute this Agreement on its behalf. This offer shall remain open and be capable of being accepted by Customer until June 16, 1997. Notwithstanding the foregoing, (***)


(n) Credit Approval. As a condition to MCI's commencement of performance under this Agreement, Customer shall provide to MCI's reasonable satisfaction information regarding Customer's current financial status and credit-worthiness within fourteen (14) calendar days of execution of this Agreement. Within fourteen (14) business days of receipt thereof, MCI will complete its credit review and may in its sole discretion request Customer to provide adequate financial security, assurance of payment, or other payment terms acceptable to MCI. MCI will base this credit review and any security or payment terms upon an assumed monthly usage rate (for all MCI services) of (*) (*) the "Credit Ceiling"). In the event that Verio refuses or otherwise fails to provide such security, assurance of payment, or to agree to such payment terms within five (5) business days after receiving MCI's request therefor, MCI may at its option terminate this Agreement. Neither party shall have any liability to the other in the event of MCI's termination of this Agreement under this section 11(n) regardless of reason. This provision, together with paragraphs 11(o) and 11(p) is intended to supersede any inconsistent provisions of MCI Tariff No. 1, Section B.7.


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9 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.


(o) MCI may request additional financial security, assurance of payment, or other payment terms under this Agreement after satisfaction of the condition in paragraph 11(n) in those situations in which MCI reasonably believes (i) that Customer's financial circumstances have changed in a material and adverse manner, provided that Customer shall inform MCI within thirty (30) business days of its investment in any internet service provider or provider of voice or data transmission services to whom Customer intends to provide services purchased under this Agreement. or (ii) MCI reasonably believes that Verio's late payment history under this Agreement justifies either an increase in the amount of any financial security provided, or if none has been requested previously, the provision of such financial security, assurance of payment, or other payment terms. If Customer fails to provide such security within five (5) business days of such request it shall be a material breach of this Agreement and MCI at its sole discretion may notify Customer and immediately terminate provision ...