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Sample Business Contracts

Bandwidth / Capacity Agreement - Global Crossing Bandwidth Inc. and Limelight Networks LLC

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                         BANDWIDTH / CAPACITY AGREEMENT

                                     BETWEEN

                         GLOBAL CROSSING BANDWIDTH, INC.

                                       AND

                             LIMELIGHT NETWORKS, LLC

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       1

<PAGE>

                                TABLE OF CONTENTS

SECTION
-------

     Definitions
1.   Services; Circuit/Port Term and Renewal; Circuit/Port Availability Date
2.   Term of the Agreement
3.   Billing and Payment; Minimum Commitments; Status and Responsibility for
     Telecommunications Costs
4.   Billing Disputes
5.   Termination Rights
6.   Taxes and Assessments
7.   Warranties and Limitation Of Liability; Credits for Qualifying Outages
8.   Indemnification
9.   Relationship and Representation
10.  Force Majeure
11.  Waivers
12.  Assignment
13.  Confidentiality; Use of Intellectual Property
14.  Integration
15.  Construction
16.  Governing Law
17.  Notices
18.  Compliance with Laws; Provision of Reasonable Assurance of Compliance
19.  Third Parties
20.  Survival of Provisions
21.  Unenforceable Provisions
22.  Cumulative Rights and Remedies
23.  Amendments
24.  Non-Solicitation
25.  Authority

EXHIBITS
--------

Exhibit A     Schedule of Ancillary Fees
Exhibit B     Colocation Service Schedule
Exhibit B(a)  Colocation Schedule #1
Exhibit C     IP Transit Service Schedule
Exhibit C(a)  IP Transit Service

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       2

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                         BANDWIDTH / CAPACITY AGREEMENT

This Bandwidth / Capacity Agreement ("AGREEMENT") is entered into between the
provider of Service(s), Global Crossing Bandwidth, Inc. on behalf of itself and
any of its affiliates that may provide a portion of the services hereunder
("GLOBAL CROSSING"), a California corporation located at 90 Castilian Drive,
Goleta, CA 93117 and Limelight Networks, LLC ("LIMELIGHT" or "PURCHASER"), an
Arizona limited liability company with its principal place of business located
at 8936 N. Central Avenue, in Phoenix, AZ 85020 (hereinafter, Global Crossing
and LimeLight may be referred to in the aggregate as "PARTIES", and each
singularly as a "PARTY".)

                                     PURPOSE

LimeLight desires to purchase certain telecommunications transport services,
including dedicated circuit and or/port capacity from Global Crossing, for the
transport of LimeLight's telecommunications or other traffic. For valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows.

      DEFINITIONS (not otherwise defined in the body of this Agreement or an
      attachment).

      A.    "AFFILIATE" means any entity directly or indirectly controlling,
            controlled by or under common control with a Party.

      B.    "BILLING CYCLE" is the Global Crossing billing cycle to which
            LimeLight's account hereunder is assigned by Global Crossing (a full
            billing cycle approximates 30 days).

      C.    "BUSINESS DAY" is Monday through Friday, 8:00 am to 5:00 PM EST,
            excluding nationally recognized holidays. Unless otherwise stated,
            "DAYS" refers to calendar days.

      D.    "DELINQUENT" (whether capitalized or not) means any invoiced amounts
            not properly disputed under Section 4 of this Agreement and
            remaining unpaid on the due date of the invoice, or invoiced and
            unpaid amounts after any point at which the disputed claim is not
            resolved in Purchaser's favor.

      E.    "Telecommunications" shall have the meaning assigned to it in the
            Telecommunications Act of 1996.

1.    SERVICES; CIRCUIT/PORT TERM AND RENEWAL; CIRCUIT/PORT AVAILABILITY DATE:

      1.1   SERVICES: LimeLight seeks certain services, as defined herein, and
            Global Crossing shall, in accordance with the terms of this
            Agreement, provide LimeLight with DS-1, DS-3, OC-3, OC-12, OC-48,
            Fast Ethernet, and Gigabit Ethernet circuit and port capacity and
            other applicable services as the same may be ordered by LimeLight,
            and as the order is accepted by Global Crossing hereunder from time
            to time. All such circuit and/or port capacity and related services
            are collectively referred to as the "SERVICES" Notwithstanding any
            other provision of this Agreement, Global Crossing shall not be
            required to provide to Purchaser any Service which would require
            that Purchaser be a carrier in the event that Purchaser is not a
            carrier, and does not elect to be certified as one.

      1.2   SERVICE RENEWAL: Unless one Party provides the other with at least
            ninety (90) days prior written notice of its intent not to renew a
            Service after the Service's minimum commitment period expires, then,
            unless the Parties agree otherwise in writing, a Service shall
            automatically renew for an additional [ * ] period. The foregoing
            notice and renewal process shall also apply for each additional
            renewal period.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       3

<PAGE>

      1.3   DELIVERY OF A SERVICE: Upon receipt of a complete and accurate
            service order for a Service, Global Crossing shall notify LimeLight
            of its target date for the delivery of such Service (the "ESTIMATED
            AVAILABILITY DATE"). Any Estimated Availability Date given by Global
            Crossing to LimeLight shall be subject to Global Crossing's
            then-current standard (or in an appropriate case, expedited)
            interval guidelines. Global Crossing shall use reasonable efforts to
            install each Service on or before the Estimated Availability Date,
            but the inability of Global Crossing to deliver a Service by such
            date, or within the interval guidelines, shall not be deemed a
            breach of this Agreement by Global Crossing. If Global Crossing
            fails to make any Service available within ninety (90) days after a
            mutually agreed upon due date established after acceptance by Global
            Crossing of the service order with respect to such Service (or such
            greater time as is set forth in the interval guidelines),
            LimeLight's sole remedy for later delivery shall be to cancel the
            service order which pertains to such circuit and/or port upon ten
            (10) days prior written notice to Global Crossing.

      1.4   INTERCONNECTION WITH PURCHASER: At each end of the city pairs on
            which LimeLight orders Services, Global Crossing shall provide
            appropriate equipment in its POP locations identified on the lists
            accompanying the applicable service schedules attached to this
            Agreement, and necessary to connect the Services to LimeLight's
            Interconnection Facilities. The POPs will vary depending on the
            Services provided. Reference to POPs in this Agreement shall refer
            only to those POPs available from Global Crossing for the relevant
            Services. If LimeLight desires to install its own equipment in one
            or more POPs, and Global Crossing, in its sole discretion, agrees to
            such installation, the Parties shall execute a collocation agreement
            acceptable to both Parties. The form of collocation agreement will
            depend upon whether LimeLight is or is not a carrier. LimeLight
            agrees that its Interconnection Facilities shall connect to the
            Services provided by Global Crossing hereunder at the network
            interface points located in the Global Crossing POPs. As used
            herein, the term "INTERCONNECTION FACILITIES" shall mean
            transmission capacity provided by LimeLight or its third party
            supplier to extend the circuits or other Services provided by Global
            Crossing from a POP to any other location (e.g., a local access
            telephone service provided by a local telephone company). Global
            Crossing will treat as telecommunications any transmission which it
            determines, in its sole discretion, requires such treatment;
            provided however that Global Crossing shall first advise Purchaser
            of such fact and provide an opportunity for Purchaser to respond.

      1.5   LOCAL INTERCONNECTION: For appropriate Services, including OC-N,
            DS-3 and lesser capacity circuits, Global Crossing shall use
            reasonable efforts to order local interconnection Facilities on
            behalf of LimeLight from LimeLight's designated supplier, or if
            LimeLight permits, a supplier selected by Global Crossing, with
            LimeLight remaining the customer of record for such facilities.
            LimeLight shall furnish Global Crossing with an acceptable letter of
            agency. LimeLight shall be billed directly by the supplier of such
            Interconnection Facilities, and shall defend and indemnify Global
            Crossing from any loss or liability incurred by Global Crossing as a
            result of Global Crossing's ordering Interconnection Facilities from
            any third party on LimeLight's behalf, including indemnifying Global
            Crossing with respect to all Telecommunications Costs, as
            hereinafter defined. LimeLight may, at its election, but subject to
            Global Crossing's prior written approval, order its own
            Interconnection Facilities. If any party other than Global Crossing
            provides Interconnection Facilities, then unavailability,
            incompatibility, delay in installation, or other impairment of
            Interconnection Facilities shall not excuse LimeLight's obligation
            to pay Global Crossing all rates or charges applicable to the
            circuits or ports, whether or not they are useable by LimeLight.

      1.6   JURISDICTIONAL AND OTHER TRAFFIC INFORMATION: Global Crossing may
            require periodic estimates of the traffic mix of Purchaser, and the
            status of such traffic as interstate or other, whether or not such
            traffic constitutes telecommunications.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       4

<PAGE>

2.    TERM OF THE AGREEMENT:

      2.1   INITIAL TERM This Agreement is binding on the Parties upon the date
            of execution by Global Crossing (after signature by Purchaser) (the
            "EFFECTIVE DATE") and, subject to the termination provisions of this
            Agreement, shall continue in effect for a period of [ * ] (the
            "Initial Term"). If a circuit or port remains installed beyond the
            Initial Term, then this Agreement shall remain in effect as long as
            such Service remains installed hereunder.

      2.2   AGREEMENT AUTOMATIC RENEWAL: This Agreement renews automatically for
            successive [ * ] periods at the expiration of the Initial Term,
            unless cancelled in accordance with the termination provisions of
            this Agreement. The Initial Term and any renewal term shall
            constitute a "Term".

      2.3   AGREEMENT CANCELLATION: Either Party may terminate this Agreement
            upon expiration of a Term upon written notice given not less than
            ninety (90) days prior to the expiration of the then-current Term.

      2.4   NON-CANCELLATION OF CERTAIN SERVICES: Cancellation of the Agreement
            terminates Purchaser's right to obtain new Services from Global
            Crossing. The Parties acknowledge and agree that, except with
            respect to termination of this Agreement for a Party's uncured
            breach, termination of this Agreement shall not terminate certain of
            the Services with a Term set out in the applicable Exhibits, and in
            any event shall not relieve Purchaser from the obligation to pay for
            all Services used.

3.    BILLING AND PAYMENT; MINIMUM COMMITMENTS; STATUS AND RESPONSIBILITY FOR
      TELECOMMUNICATIONS COSTS

      3.1   PURCHASER OBLIGATIONS TO PAY; PURCHASER'S STATUS: LimeLight shall
            pay Global Crossing for the Services at the rates and charges set
            out in an Exhibit to this Agreement, or as the Parties may otherwise
            agree in writing. LimeLight is also liable for applicable taxes and
            governmental assessments with respect to its use of the Services. If
            LimeLight is required to provide security hereunder, then Global
            Crossing is not obligated to accept orders, or provide or continue
            to provide any Services , until the required security is received by
            Global Crossing. If LimeLight is an existing customer of Global
            Crossing, the rates and charges set forth herein shall be effective
            with LimeLight's first full Billing Cycle following the later of the
            Effective Date of this Agreement or the date Global Crossing
            receives any security required hereunder. Billing for a Service
            shall commence upon the earlier to occur of (i) 30 days following
            the date Global Crossing notifies LimeLight, in writing or via
            electronic transmission, that the ordered circuit or port (or other
            Service) is available from Global Crossing (regardless of whether or
            not LimeLight's Interconnection Facilities are installed and
            operational), or (ii) the date the ordered circuit capacity or port
            (or other Service) is first utilized by LimeLight (the "SERVICE
            DATE").

            In the event that Purchaser is determined to be subject to the
            requirements for the payment of any access charge, fee, assessment,
            payphone or other surcharge, excise or other tax, funding
            contribution (including any contribution for or in support of
            universal service, however characterized) by any governmental entity
            with jurisdiction (in any such case "Telecommunications Cost(s)", or
            elects to accept or accede to such requirement(s), then Purchaser
            shall immediately and without delay notify Global Crossing of such
            event and thereafter, if Purchaser has not elected to terminate the
            provision of its services in such jurisdiction in whole or in part,
            then Purchaser shall become responsible for all such
            Telecommunications Costs.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       5

<PAGE>

            In the event that Purchaser is deemed an "end user", Global Crossing
            may, at its election, immediately assign this Agreement to one or
            more of its affiliates that primarily serve end users, collecting
            such Telecommunications Costs as their agent, and Purchaser shall
            execute or allow Global Crossing as its agent to execute such
            changes in presubscribed interexchange carrier authorization as is
            required to achieve such end.

      3.2   SECURITY: LimeLight shall not initially be required to provide
            security to Global Crossing under a [ * ] day payment term (Section
            3.7 hereunder).

      3.3   SECURITY OPTIONS: LimeLight shall have a one time option, during the
            first [ * ] following the Start of Service Date of this Agreement,
            upon [ * ] days prior written notice to Global Crossing to modify
            its payment Due Date (Section 3.7 hereunder) to one of the following
            options:



            OPTIONS    DUE DATE    REQUIRED SECURITY
            -------    --------    -----------------
                             
            Option 1   [ * ]       Security deposit equaling [ * ] of
                                   LimeLight's prior month's Invoice total, or
            Option 2   [ * ]       Security deposit equaling [ * ] of
                                   LimeLight's prior month's Invoice total


            Any written notice to Global Crossing from LimeLight requesting such
            modification shall be accepted at Global Crossing's sole discretion,
            and only with Global Crossing's written approval, which approval
            shall not be unreasonably withheld. Then, upon Global Crossing's
            receipt of the required security LimeLight's Due Date shall be
            adjusted appropriately via amendment format with LimeLight's new Due
            Date commencing in LimeLight's next full Billing Cycle following
            execution of the amendment by Global Crossing. Provided LimeLight
            maintains good payment history with Global Crossing, then, in the
            event LimeLight exceeds its Monthly Credit Limit, Global Crossing
            may, at any time, require additional security of its choice from
            LimeLight in an amount equal to [ * ] of LimeLight's usage above the
            Monthly Credit Limit as a condition to continuing to provide Service
            to LimeLight. Should LimeLight's payment history be less than
            desirable in Global Crossing's sole judgment, then Global Crossing
            may require additional security if LimeLight's charges for the
            Services are projected to exceed its Monthly Credit Limit (based on
            Global Crossing's measurement of LimeLight's daily usage run rate)
            or does exceed it Monthly Credit Limit, in an amount that equals
            LimeLight's prior month's Invoiced amount, as a condition to
            continuing to provide Service to LimeLight. Any additional security
            provided by LimeLight to Global Crossing in compliance with the
            above listed requirements shall be provided within [ * ] of
            LimeLight's receipt of Invoice (if the security is to be other than
            a letter of credit and within [ * ] if the security is to be a
            letter of credit).

            Security shall be provided in the form of either: 1) a cash deposit,
            or 2) an irrevocable, stand-by letter of credit (LOC) from a
            financial institution and in a format acceptable to Global Crossing.
            Cash deposits shall bear interest at the rate for telephone security
            deposits set by the Public Utility/Public Service Commission in the
            state where LimeLight is headquartered.

      3.4   SECURITY REVIEW: Global Crossing agrees, in good faith and at its
            sole discretion, to review LimeLight's financial statements and
            payment history following [ * ] Billing Cycle's to determine if
            LimeLight may require any adjustment to its current security status.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       6

<PAGE>

      3.5   PURCHASER CREDIT LIMIT: LimeLight's initial monthly credit limit
            hereunder shall be [ * ], (the "Monthly Credit Limit"). In the event
            LimeLight is delinquent in payment of an Invoice, or (ii)
            LimeLight's overall financial condition changes adversely during the
            term hereof (in Global Crossing's reasonable business judgment), and
            Global Crossing does not have security from LimeLight in an amount
            equal to LimeLight's highest Invoice over the prior six month period
            (or such lesser period if this Agreement has not been in effect for
            six months), Global Crossing may require security of its choice from
            LimeLight at [ * ] such amount. Any such security shall be provided
            by LimeLight to Global Crossing within [ * ] if the security is to
            be other than a letter of credit or within [ * ] if the security is
            to be a letter of credit from LimeLight receipt of Global Crossing's
            written request for additional security.

      3.6   INVOICING: Global Crossing agrees to use commercially reasonable
            efforts to invoice LimeLight via facsimile on or about the fifth
            Business Day after the close of each Billing Cycle for the Services
            and for any other sums due Global Crossing ("INVOICE").

      3.7   PAYMENT DUE DATE: Each Invoice shall be paid by LimeLight, via wire
            transfer in immediately available U.S. funds, so that the full
            payment is received by Global Crossing no later than [ * ] from the
            date of the Invoice (the "DUE DATE"). Time is of the essence with
            respect to payments under this Agreement. The Parties agree that (i)
            the Invoice date will be the same day the Invoice is faxed to
            LimeLight, and (ii) the Invoice will be faxed on a Business Day,
            followed by a confirmation copy sent by first class U.S. mail. Any
            Invoice not properly disputed under Section 4 hereof and not paid by
            the Due Date shall bear late payment fees at the rate of 1-1/2% per
            month (or such lower amount as maybe required by law) until paid.
            Payments shall be made as follows:

            Wire Transfer Instructions (subject to change by Global Crossing)

            Firstar Bank, N.A.
            425 Walnut Street
            Cincinnati, OH 45201
            [ * ]
            For Credit to: Global Crossing Bandwidth, Inc.
            [ * ]
            Special Instructions: For further credit to
                                                       -------------------------
                                                      LimeLight's Account Number

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       7

<PAGE>

      3.8   PURCHASER'S CONTACT FACSIMILE NUMBER: The LimeLight facsimile number
            and contact for purposes of this Section 3. are 602-850-5001,
            Attention: Accounts Payable. LimeLight may change the facsimile
            number and contact upon written notice to Global Crossing.

      3.9   MONTHLY RECURRING CHARGES: Monthly recurring charges ("MRC") shall
            be invoiced by Global Crossing on a monthly basis in advance and
            non-recurring charges shall be invoiced in arrears. If the Service
            Date for any circuit or port (or other Service) falls on other than
            the first day of any Billing Cycle, the initial charge to LimeLight
            shall consist of: (i) the pro-rata portion of the applicable monthly
            charge covering the period from the Service Date to the first day of
            the subsequent Billing Cycle, and (ii) the monthly charge for the
            following Billing Cycle.

      3.10  CIRCUMSTANCES FOR RATE CHANGE AND PURCHASER OPTION: The pricing in
            this Agreement and any attached Exhibits applies only to the
            Services provided between or connected to the "on-net" nodes set out
            in the relevant Exhibit for Service. If Global Crossing's cost in
            providing the Services is increased due to circumstances beyond its
            reasonable control, or Global Crossing elects to pass through any
            governmental or regulatory assessments related to its provision of
            the Services, then Global Crossing may revise the rates and charges
            in this Agreement and any attached Exhibits upon [ * ] days written
            notice to LimeLight. LimeLight may cancel any Services subject to a
            rate/charge increase (other than increases resulting from
            governmental or regulatory assessments) upon written notice to
            Global Crossing given no later than [ * ] after LimeLight's receipt
            of the increase notice.

      3.11  MINIMUM CIRCUIT AND PORT TERMS AND CHARGES: LimeLight shall be
            liable for the applicable minimum circuit and/or port terms and
            minimum circuit and/or port commitment charges set out in the
            Exhibits.

      3.12  PURCHASER OBLIGATIONS REGARDING OTHER CHARGES AND COSTS: LimeLight
            agrees to pay Global Crossing for any costs incurred by Global
            Crossing, including without limitation, direct internal costs and
            any local service provider contract termination charges, with
            respect to ordered circuits, local loops or other Services canceled
            prior to installation or the completion of any term commitment made
            by LimeLight under this Agreement for such circuit, local loop or
            Services. Further, LimeLight may be liable for additional early
            termination or cancellation charges as set out in the Ancillary Fee
            Schedule. LimeLight agrees to pay to Global Crossing any and all
            local exchange carrier ("LEC") assessed charges (other than access
            charges otherwise included within the pricing in this Agreement),
            and all third party and governmental and regulatory charges or
            assessments levied upon Global Crossing as a result of Services
            provided to LimeLight, such as but not limited to:

            A.    Reasonable direct administrative costs incurred for
                  implementation of ordering, network routing, billing,
                  provisioning or other support services outside of Global
                  Crossing's normal procedures and support services; and

            B.    Any applicable ancillary fees and charges set out in the
                  attached Exhibit A, as the same may be modified from time to
                  time by Global Crossing upon written notice to LimeLight.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       8

<PAGE>

      3.13  MINIMUM PERIODIC CHARGE: Beginning in LimeLight's first (1st.)
            Billing Cycle hereunder, LimeLight shall be liable for the following
            minimum charge(s) per Billing Cycle for all of the Services (the
            "MINIMUM CHARGE").



            BILLING CYCLE                                                MINIMUM CHARGE
            -------------                                                --------------
                                                                      
            First Billing Cycle                                               [ * ]
            Second Billing Cycle                                              [ * ]
            Third Billing Cycle                                               [ * ]
            Fourth Billing Cycle                                              [ * ]
            Fifth Billing Cycle                                               [ * ]
            Sixth Billing Cycle                                               [ * ]
            Seventh Billing Cycle                                             [ * ]
            Eighth Billing Cycle                                              [ * ]
            Ninth Billing Cycle                                               [ * ]
            Tenth Billing Cycle                                               [ * ]
            Eleventh Billing Cycle                                            [ * ]
            Twelfth Billing Cycle                                             [ * ]
            Thirteenth Billing Cycle and each Billing Cycle thereafter        [ * ]


            If LimeLight's net charges (after any available discounts hereunder)
            for the Services during a Billing Cycle are less than the Minimum
            Charge, LimeLight shall pay the shortfall. Governmental assessments
            and surcharges, non-recurring charges, local loop and third party
            and regulatory pass-through charges are not included when
            calculating the Minimum Charge.

      3.14  EARLY TERMINATION CHARGES FOR SERVICE CANCELLATION: If a Service is
            canceled prior to expiration of its minimum term commitment, except
            if canceled by LimeLight under Sections 3.10 and/or 5.2 hereof, or
            this Agreement is terminated for Global Crossing's uncured breach as
            defined in 5.4, LimeLight shall be liable for, and shall pay to
            Global Crossing upon demand, an early termination fee in an amount
            equal to the applicable monthly per circuit and per port minimum
            charge times the number of months remaining on the unexpired term
            commitment (whether the initial or a renewal term) for the circuit /
            port.

      3.15  PAYMENT NOT A PENALTY: LimeLight agrees that any minimum charge
            shortfall and any early termination fees for which it may be liable
            under this Agreement are based on agreed upon minimum commitments on
            its part and corresponding rate concessions on Global Crossing's
            part, and are not penalties or consequential or other damages under
            Section 7. 3 hereof.

      3.16  SINGLE RELATIONSHIP: LimeLight agrees that any material breach of
            any other agreement it may have with Global Crossing or a Global
            Crossing Affiliate shall be deemed a material breach of this
            Agreement. "AFFILIATE" means any entity directly or indirectly
            controlling, controlled by or under common control with Global
            Crossing.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       9

<PAGE>

4.    BILLING DISPUTES:

      LimeLight shall have the affirmative obligation of providing written
      notice to Global Crossing of any dispute with an Invoice no later than [ *
      ] Days after the Invoice date. LimeLight must provide in its written
      notification sufficient detail regarding the dispute, including without
      limitation, Invoice number, Billing Cycle, dispute period, amount in
      dispute, product, reason for dispute, and supporting documentation and
      must be filed on the Global Crossing billing dispute form and pursuant to
      the Global Crossing billing dispute procedures in effect at the time the
      dispute is filed. LimeLight may withhold payment only on amounts so
      disputed within 30 Business Day after the Invoice date. Global Crossing
      will use reasonable efforts to resolve and communicate its resolution of
      any dispute filed in accordance with the requirements of this Section 4
      within [ * ] Days of its receipt of the dispute notice. If the dispute is
      resolved in Global Crossing's favor, any amounts to be paid by LimeLight
      shall be immediately due and payable and shall be subject to the late
      payment charges under Section 3.5 hereof retroactive to the Due Date of
      the disputed Invoice. If LimeLight does not report a dispute with respect
      to an Invoice within the said [ * ] Day period, LimeLight is deemed to
      have waived its dispute rights for the Invoice and to have agreed to pay
      the same. Notwithstanding anything herein to the contrary, LimeLight shall
      not withhold any disputed amounts while its Global Crossing account is
      delinquent, and claims of fraudulent usage shall not constitute a valid
      basis for a dispute.

5.    TERMINATION RIGHTS:

      5.1   FAILING/FAILED BUSINESS: Either Party may terminate this Agreement
            upon the other Party's insolvency, inability to pay its debts as
            they come due, dissolution or cessation of business operations.

      5.2   REVIEW ON CERTAIN REGULATORY CHANGES: If the FCC, a state PSC or a
            court of competent jurisdiction issues a rule, regulation, law or
            order ("Order") which has the effect of canceling, changing, or
            superseding the status of Purchaser, and which would require
            Purchaser to incur any Telecommunications Costs, then the Parties
            shall immediately confer to address the need to modify this
            Agreement to accommodate such Order, and in the event that the
            parties do not agree on the future status of the Services in light
            of the Order, then this Agreement shall be deemed modified in such a
            way as to place upon Purchaser all obligations with respect to PSC
            or other payments, obligations or filings. If Purchaser does not
            agree to undertake responsibility for such obligations, and such
            obligations do not materially and adversely impact the rates and
            charges provided to Purchaser under this Agreement, then Global
            Crossing may terminate this Agreement, including collection of the
            sums identified in Section 5.5. If Purchaser does not agree to
            undertake responsibility for such obligations, and such obligations
            do materially and adversely impact the rates and charges provided to
            Purchaser under this Agreement, then either Party may terminate this
            Agreement without liability upon thirty days written notice to the
            other Party.

      5.3   NONPAYMENT: Global Crossing may, upon [ * ] written notice,
            immediately terminate this Agreement for (i) LimeLight's failure to
            pay any delinquent invoice, or (ii) to pay any security or
            additional security within the time-frame required under this
            Agreement.

      5.4   UNCURED BREACH: In the event of a breach of any material term or
            condition of this Agreement by a Party (other than a failure to pay
            or provide security which is covered under Section 5.3 hereof), the
            other Party may terminate this Agreement upon [ * ] written notice,
            unless the breaching Party cures the breach during the [ * ] period.
            A breach that cannot be reasonably cured within a [ * ] period may
            be addressed by a written waiver of this paragraph signed by the
            Parties.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       10

<PAGE>

      5.5   EARLY TERMINATION CHARGE FOR AGREEMENT TERMINATION: If this
            Agreement is terminated prior to expiration of any Service's term
            commitment, including any circuit or port, except if terminated by
            LimeLight under Section 5.4 hereof for an uncured breach by Global
            Crossing, Section 5.2 hereof for change in regulatory status of
            Purchaser which materially and adversely impacts the rates and
            charges provided to Purchaser, then LimeLight shall pay to Global
            Crossing upon demand an early termination fee in an amount equal to
            the [ * ] of each existing Service's monthly minimum commitment,
            times the number of months remaining on each Service's minimum
            commitment period. The parties agree that such amount would be a
            reasonable approximation of the amount due to Global Crossing, and
            that such amount constitutes liquidated damages and not a penalty.
            If the Agreement is terminated prior to Purchaser meeting any
            purchase requirement of this Agreement, then LimeLight shall pay to
            Global Crossing upon demand an early termination fee in an amount
            equal to [ * ] that would have been paid to Global Crossing had the
            Agreement remained in effect through the end of the then-current
            Term.

6.    TAXES AND ASSESSMENTS:

      LimeLight is responsible for the collection and remittance of all
      governmental assessments, surcharges and fees pertaining to its resale of
      the Services (other than taxes on Global Crossing's net income)
      (collectively, "TAXES"). LimeLight shall provide Global Crossing with, and
      maintain, valid and properly executed certificate(s) of exemption for the
      Taxes, as applicable.

7.    WARRANTIES AND LIMITATION OF LIABILITY: CREDITS FOR QUALIFYING OUTAGES:

      7.1   WARRANTY LIMITATION: The Services that are dedicated circuits shall
            be provided by Global Crossing in accordance with the applicable
            technical standards established for dedicated circuit capacity by
            the telecommunications industry for a digital fiber optic network.
            GLOBAL CROSSING MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH
            RESPECT TO TRANSMISSION, EQUIPMENT OR SERVICE PROVIDED HEREUNDER,
            AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS
            FOR ANY PARTICULAR PURPOSE OR FUNCTION. PURCHASER'S SOLE REMEDY IN
            THE EVENT OF ANY BREACH OF ANY PROMISE, REPRESENTATION OR WARRANTY
            UNDER THIS AGREEMENT SHALL BE THE [ * ] SET OUT IN THIS AGREEMENT OR
            IN ANY GOVERNING TARIFF THAT IS APPLICABLE TO THE SERVICE, WHICH
            SHALL NOT IN ANY CASE EXCEED THE AMOUNTS [ * ] IN WHICH PURCHASER
            MAY MAKE A CLAIM.

      7.2   NO INCIDENTAL OR CONSEQUENTIAL DAMAGES: In no event shall either
            Party be liable to the other Party for incidental and consequential
            damages, loss of goodwill, anticipated profit, or other claims for
            indirect damages in any manner related to this Agreement or the
            Services.

8.    INDEMNIFICATION: Each Party shall defend and indemnify the other Party and
      its directors, officers, employees, representatives and agents from any
      and all claims, taxes, penalties, interest, expenses, damages, lawsuits or
      other liabilities (including without limitation, reasonable attorney fees
      and court costs) relating to or arising out of (i) acts or omissions in
      the operation of its business, and (ii) its breach of this Agreement;
      provided, however, Global Crossing shall not be liable and shall not be
      obligated to indemnify LimeLight, and LimeLight shall defend and indemnify
      Global Crossing hereunder, for any claims by any third party, including
      LimeLight's customers, with respect to services provided by LimeLight
      which may incorporate any of the Services.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       11

<PAGE>

      Purchaser unconditionally agrees that it will indemnify and hold harmless
      Global Crossing with respect to any and all Telecommunications Costs that
      Global Crossing may be required to incur, pay, credit, return or setoff as
      a result of any actions or inactions of Purchaser, including Purchaser's
      failure to establish a status that reflects its position under law.
      Purchaser also agrees unconditionally that it will indemnify and hold
      harmless Global Crossing with respect to any and all content with which it
      may become involved in the provision of its services, including any
      content of third parties, to the extent that its offerings may have
      statutory or other obligations that apply to Purchaser's involvement in
      any way with content.

9.    RELATIONSHIP AND REPRESENTATION: The Parties acknowledge and agree that
      the relationship between them is solely that of independent contractors.
      Neither Party, nor their respective employees, agents or representatives,
      has any right, power or authority to act or create any obligation, express
      or implied, on behalf of the other Party.

10.   FORCE MAJEURE: Other than with respect to failure to make payments due
      hereunder, neither Party shall be liable under this Agreement for delays,
      failures to perform, damages, losses or destruction, or malfunction of any
      equipment, or any consequence thereof, caused or occasioned by, or due to
      fire, earthquake, flood, water, the elements, labor disputes or shortages,
      utility curtailments, power failures, explosions, civil disturbances,
      governmental actions, shortages of equipment or supplies, unavailability
      of transportation, acts or omissions of third parties (including fiber
      cuts caused by third parties except as it pertains to any specified
      Service Level Agreement(s) within this Agreement including any Exhibits or
      Attachments), or any other cause beyond its reasonable control.

11.   WAIVERS: No waiver of any term or condition of this Agreement shall be
      enforceable unless it is in writing and signed by the Party against whom
      it is sought to be charged. No failure or delay by either Party in
      exercising any right, power or remedy will operate as a waiver of any such
      right, power or remedy, unless otherwise provided herein. The waiver by
      either Party of any of the covenants, conditions or agreements to be
      performed by the other or any breach thereof shall not operate or be
      construed as a waiver of any subsequent breach of any such covenant,
      condition or agreement.

12.   ASSIGNMENT: Neither Party may assign or transfer its rights or obligations
      under this Agreement without the other Party's written consent, which
      consent may not be unreasonably delayed withheld. Notwithstanding the
      foregoing, Global Crossing may assign this Agreement to its affiliates or
      successor-in-interest without LimeLight's consent and LimeLight may, with
      written notice, assign this Agreement to its affiliates or
      successor-in-interest without Global Crossing's consent (provided the
      assignee's financial condition and credit rating is comparable to or
      better than that of LimeLight's). Any assignment or transfer without the
      required consent is void.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       12

<PAGE>

13.   CONFIDENTIALITY; USE OF INTELLECTUAL PROPERTY: Each Party agrees that all
      information furnished to it by the other Party, or to which it has access
      under this Agreement, shall be deemed the confidential and proprietary
      information or trade secrets (collectively referred to as "PROPRIETARY
      INFORMATION") of the Disclosing Party and shall remain the sole and
      exclusive property of the Disclosing Party (the Party furnishing the
      Proprietary Information referred to as the "DISCLOSING PARTY" and the
      other Party referred to as the "RECEIVING PARTY"). Each Party shall treat
      the Proprietary Information and the contents of this Agreement in a
      confidential manner and, except to the extent necessary in connection with
      the performance of its obligations under this Agreement, neither Party may
      directly or indirectly disclose the same to anyone other than its
      employees on a need to know basis and who agree to be bound by the terms
      of this Section, without the written consent of the Disclosing Party. This
      provision does not apply to information that becomes public through no
      fault of the Receiving Party, is disclosed by a third party with lawful
      rights to disclose the information, or is disclosed pursuant to lawful
      requirements of a governmental agency or court with jurisdiction, is
      disclosed to enforce the Agreement, or is disclosed to representatives or
      agents of the Receiving Party who agree to be bound by this provision.
      Neither Party may use the name, logo, trade name, service marks, trade
      marks, or printed materials of the other Party, in any promotional or
      advertising material, statement, document, press release or broadcast
      without the prior written consent of the other Party, which consent may be
      granted or withheld at the other Party's sole discretion.

14.   INTEGRATION: This Agreement and all Exhibits and other attachments
      incorporated herein, represent the entire agreement between the Parties
      with respect to the subject matter hereof and supersede and merge all
      prior agreements, promises, understandings, statements, representations,
      warranties, indemnities and inducements to the making of this Agreement
      relied upon by either Party, whether written or oral.

15.   CONSTRUCTION: The language used in this Agreement is deemed the language
      chosen by the Parties to express their mutual intent. No rule of strict
      construction shall be applied against either Party.

16.   GOVERNING LAW: Global Crossing regional service and operations centers
      support customer accounts in New York, California and Michigan. This
      Agreement will be construed and enforced in accordance with the law of the
      state where LimeLight's account is supported, as designated by Global
      Crossing in this Agreement or as designated in Exhibits or amendments to
      this Agreement, without regard to that state's choice of law principles.
      The Parties agree that any action related to this Agreement shall be
      brought and maintained only: (i) in the Superior court of the State of
      California for the County of Santa Barbara, if the designated customer
      support center is located in California; (ii) in a Federal or State court
      of competent jurisdiction located in Monroe County, New York, if the
      designated customer support center is located in New York; or (iii) in the
      Federal District Court for the Eastern District of Michigan or a State
      court of competent jurisdiction located in Oakland County, Michigan, if
      the designated customer support center is located in Michigan. The Parties
      each consent to the jurisdiction and venue of such courts and waive any
      right to object to such jurisdiction and venue.

17.   NOTICES: All notices, including but not limited to, demands, requests and
      other communications required or permitted hereunder (not including
      Invoices) shall be in writing and shall be deemed given: (i) when
      delivered in person, (ii) 24 hours after deposit with an overnight
      delivery service for next day delivery, (ii) the same day when sent by
      facsimile transmission to the facsimile number identified below, during
      normal business hours, receipt confirmed by sender's equipment, or (iii)
      72 hours after deposit in the United States mail, postage prepaid,
      registered or certified mail, return receipt requested, and addressed to
      the recipient Party at the address set forth below:

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       13

<PAGE>

      If to Global Crossing:  Global Crossing Bandwidth, Inc
                              180 South Clinton Avenue
                              Rochester, New York 14646
                              Attn: Vice President Carrier Services
                              Facsimile #: 716-232-9168

      with a copy to:         Global Crossing Bandwidth, Inc.
                              90 Castilian Drive, Suite 200
                              Goleta, CA 93117
                              Attn: Peggy Palak, Manager, National Contract
                              Admin.
                              Facsimile #: (800) 689-2395

      If to LimeLight:        LimeLight Networks, LLC
                              8936 N. Central Avenue
                              Phoenix, AZ 85020
                              Attn: Gary Baldus, Vice President of Corporate
                              Development
                              Facsimile #: (602) 850-5001

18.   COMPLIANCE WITH LAWS; PROVISION OF REASONABLE ASSURANCES OF COMPLIANCE:
      During the term of this Agreement, the Parties shall comply with all
      local, state and federal laws and regulations applicable to this Agreement
      and to their respective businesses. Further, each Party shall procure and
      maintain any certifications, permits, authorizations, licenses or similar
      documentation as may be required by the FCC, a state Public Utility or
      Public Service Commission, or any other governmental body or agency having
      jurisdiction over its business ("AUTHORIZATIONS"). Upon the request of a
      Party that believes an Authorization is required to do business in a
      jurisdiction, the other Party shall provide justification reasonably
      acceptable to the inquiring Party that explains why it does not have an
      Authorization and the basis for any conclusion that no Authorization is
      needed. Global Crossing may request reasonable assurances of compliance
      with law by Purchaser and may take such action as is permitted by law, if
      reasonable assurances are not forthcoming and its financial interests may
      be directly and adversely affected.

19.   THIRD PARTIES: The provisions of this Agreement and the rights and
      obligations created hereunder are intended for the sole benefit of Global
      Crossing and Purchaser, and do not create any right, claim or benefit on
      the part of any person not a Party to this Agreement, including End-Users
      or customers of Purchaser.

20.   SURVIVAL OF PROVISIONS: Any obligations of the Parties relating to monies
      owed, as well as those provisions relating to confidentiality, limitations
      on liability and indemnification, shall survive termination of this
      Agreement.

21.   UNENFORCEABLE PROVISIONS: The illegality or unenforceability of any
      provision of this Agreement does not affect the legality or enforceability
      of any other provision or portion. If any provision or portion of this
      Agreement is deemed illegal or unenforceable for any reason, there shall
      be deemed to be made such minimum change in such provision or portion as
      is necessary to make it valid and enforceable as so modified.

22.   CUMULATIVE RIGHTS AND REMEDIES: Except as may otherwise be provided
      herein, the assertion by a Party of any right or the obtaining of any
      remedy hereunder shall not preclude such Party from asserting or obtaining
      any other right or remedy, at law or in equity, hereunder.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       14

<PAGE>

23.   AMENDMENTS: This Agreement is voidable by Global Crossing if the text is
      modified by LimeLight without the written or initialed consent of a Global
      Crossing Vice President. Except as may otherwise be provided herein, any
      amendments or modifications to this Agreement must be in writing and
      signed by a Global Crossing Vice President (or higher level officer) and
      an authorized officer of LimeLight.

24.   NON-SOLICITATION: LimeLight agrees that [ * ], and for a period of [ * ]
      following expiration or termination of this Agreement, neither it nor its
      representatives will directly or indirectly solicit Global Crossing
      employees to leave their employment with Global Crossing.

25.   AUTHORITY: Each individual executing below on behalf of a Party hereby
      represents and warrants to the other Party that such individual is duly
      authorized to so execute, and to deliver, this Agreement. By its signature
      below, each Party acknowledges and agrees that sufficient allowance has
      been made for review of this Agreement by respective counsel and that each
      Party has been advised by its legal counsel as to its legal rights, duties
      and obligations under this Agreement.

GLOBAL CROSSING BANDWIDTH, INC.           LIMELIGHT NETWORKS, LLC

By: /s/ Barrett O. MacCheyne              By: /s/ William H. Rinehart
   ------------------------------------      -----------------------------------
   Barrett O. MacCheyne, Senior Vice         William H. Rinehart, President and
   President                                 Member
   North American Carrier Service

Date:                                     Date:
     ----------------------------------        ---------------------------------

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       15

<PAGE>

                                                                       Exhibit A
                                                                     Page 1 of 1

                           SCHEDULE OF ANCILLARY FEES

Local Loop Charges:

All local loop monthly recurring and non- recurring (installation) charges shall
be on a case by case basis, based upon vendor, mileage, location and circuit
speed and term.

Local Loop Cancellation Charges:

      Prior To Installation = Installation charges plus any other charges
      incurred in accordance with Section 3.10 of the Agreement.

      Post Installation = To the number of months remaining in the term of the
      Local Loop times the Local Loop Monthly Recurring Charge.

      Upgrades = To a larger size Local Loop between the same LimeLight
      locations shall not be subject to Cancellation Charges. The new Local Loop
      will be subject to all standard terms specified in this Agreement
      (including without limitation a minimum term commitment). All applicable
      third party local access charges incurred from the upgrade will be passed
      through at cost to LimeLight.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       16

<PAGE>

                                                                       Exhibit B
                                                                     Page 1 of 5

                               COLOCATION SERVICES

All Colocation facilities are pending Global Crossing's Engineering approval
based upon the information provided to Global Crossing by LimeLight in the
Colocation Service Inquiry Form. Any approved facilities shall be presented to
LimeLight as an amendment pursuant to Section 1.A. below.

1.    LICENSE:

      A.    Global Crossing hereby grants LimeLight a license to occupy certain
            designated space (the "Space") within a designated Global Crossing
            premise (the "Facility"). Separate "Colocation Schedules" may be
            attached hereto from time to time for each separate site where
            Colocation will be established. All Colocation Schedules, upon their
            execution by both Parties, shall be incorporated herein and shall
            become a part hereof. By executing a Colocation Schedule, LimeLight
            accepts the Space on an "AS-IS, WHERE IS" basis. LimeLight may only
            use the Space to install, maintain, monitor, operate, replace,
            repair and remove certain of its telecommunications equipment (the
            "Equipment") as specified on the Colocation Schedule.

      B.    LimeLight acknowledges that it has been granted only a license to
            occupy the Space and that it has no real property interests therein.
            LimeLight shall not utilize the Facility for any unlawful purposes,
            assign, mortgage, sublease, encumber or otherwise transfer any Space
            or license granted hereunder. Any attempt by LimeLight to encumber
            the Space or permit the use or occupancy by anyone other than
            LimeLight shall be void.

      C.    LimeLight shall utilize the Space and the Equipment only in
            conjunction with services provided by Global Crossing. Use of the
            Space or Equipment with third party services or for interconnection
            to third parties is prohibited. Any party seeking to install any
            such facility or connection without the express written
            authorization of Global Crossing shall be denied entry to the Space.

2.    TERM AND TERMINATION:

      A.    The term of a license shall be as set forth in the applicable
            Colocation Schedule and shall commence on the first day the Space is
            made available by Global Crossing (the "Commencement Date"), but
            shall be immediately terminable by Global Crossing upon the
            termination, expiration or cancellation for any reason of (i) any
            underlying agreement between Global Crossing and any other party
            involving Global Crossing's continued use of the Facility, or (ii)
            this Agreement. Following the expiration of the license term as set
            forth in the Colocation Schedule for a Space, LimeLight's license
            shall automatically renew on a [ * ] basis in accordance with the
            same terms and conditions specified herein, unless terminated by
            either LimeLight or Global Crossing upon [ * ] days prior written
            notice.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       17

<PAGE>

                                                                       Exhibit B
                                                                     Page 2 of 5

      B.    Global Crossing shall not be liable to LimeLight in any way as a
            result of Global Crossing's failure (for any reason) to tender
            possession of the Space to LimeLight on or before the commencement
            date listed in the Colocation Schedule. Any delay in tendering
            possession of the Space to LimeLight for any reason other than the
            acts or omissions of LimeLight shall relieve LimeLight of its
            obligation to pay the monthly recurring charges (MRC) set forth in
            the Colocation Schedule until possession of the Space is delivered
            to LimeLight. Provided that if Global Crossing fails to make any
            Space available within ninety [ * ] after the Scheduled Commencement
            Date, LimeLight's sole remedy for later delivery shall be to cancel
            the service order for the Space prior to actual delivery of the
            Space upon ten (10) days prior written notice to Global Crossing.

      C.    If a Colocation is canceled after installation but prior to
            expiration of its minimum term commitment, except if canceled by
            LimeLight (i) under paragraph 2(b) above (ii) for Global Crossing's
            uncured breach, or (iii) Global Crossing's inability to provide
            another Service required for LimeLight to make use of this
            Colocation (e.g. loss of circuit capacity by Global Crossing at this
            facility), LimeLight shall be liable for, and shall pay to Global
            Crossing, an early termination fee in an amount equal to [ * ] for
            the Colocation.

3.    CHARGES, FEES AND TAXES:

      A.    MRCs shall be payable in advance and without notice or demand and
            without abatement, deduction, counterclaim or setoff commencing on
            the first day the Space is made available by Global Crossing and on
            the first day of each calendar month thereafter. Installation and
            non-recurring charges are due when invoiced. MRCs shall be prorated
            for partial months. The MRCs may be increased from time to time
            during the term of the license by reason of (i) any increases
            payable by Global Crossing to its landlord(s) under the lease for
            the Facility or Rights of Way in which the Space is located; (ii)
            any increases incurred by Global Crossing in any of the services to
            the Facility procured by Global Crossing directly from the provider
            thereof; and (iii) any increases in real property taxes assessed
            against the Facility which Global Crossing is liable to pay.
            LimeLight's share of any such increases shall be pro-rated based on
            the number of innerduct linear feet in the Space as a percentage of
            the total number of innerduct linear feet in the Facility.

      B.    In addition, LimeLight shall be fully responsible for the prompt
            payment of all federal, state or local taxes, however denominated,
            based on or calculated with respect to the amounts payable by
            LimeLight (including but not limited to sales/use, rental and gross
            receipts taxes or surcharges) and all taxes (including, but not
            limited to franchise, income and miscellaneous taxes) which are the
            liabilities of LimeLight under (i) appropriate standard industry
            practices (including telecommunications, fiber optic and rental
            industries), (ii) applicable law and (iii) as otherwise agreed at
            any time between LimeLight and Global Crossing; provided, however,
            the taxes on Global Crossing's income and property shall be the sole
            responsibility of Global Crossing.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       18

<PAGE>

                                                                       Exhibit B
                                                                     Page 3 of 5

4.    MAKE-READY:

      If applicable, LimeLight shall pay Global Crossing the amount set forth in
      each Colocation Schedule for the cost of engineering or improvements to
      the Space required to be made by Global Crossing in order to accommodate
      LimeLight's Colocation into the Space (the "Make-Ready Fee"). The
      Make-Ready Fee shall be payable to Global Crossing upon LimeLight's
      execution of the Colocation Schedule for the Space. Title to such
      improvements shall remain vested in Global Crossing.

5.    MAINTENANCE:

      A.    Global Crossing shall be responsible for maintenance of the Facility
            and the Space. LimeLight shall not make any alterations, changes,
            additions or improvements to either the Facility or the Space
            without Global Crossing's prior written consent. LimeLight agrees to
            maintain and repair all of its Equipment placed in the Space at
            LimeLight's expense and shall be responsible for all costs
            associated with the configuration, installation, interconnection and
            operation of the Equipment, including without limitation,
            transportation related costs and any electrical or other work which
            must be completed in order to interconnect the Equipment.

      B.    LimeLight's Maintenance responsibilities include, but are not
            limited to, the following:

            (i)   LimeLight shall arrange for the transit delivery of all
                  Equipment to the Space at its sole cost and expense.

            (ii)  LimeLight shall provide Global Crossing with reasonable prior
                  notice (not less than two (2) business days) of the actual
                  delivery date of the Equipment.

            (iii) LimeLight shall not cause harm to the Space or the Facility of
                  Global Crossing, or third parties.

            (iv)  LimeLight shall not interfere in any way with Global
                  Crossing's use or operation of the Facility or with the use or
                  operation of any third party facilities.

            (v)   LimeLight shall not physically conflict or electrically
                  interfere with the facilities of Global Crossing or third
                  parties.

            (vi)  LimeLight shall be in full compliance with telecommunication
                  industry standards, NEC and OSHA requirements, and in
                  accordance with Global Crossing's requirements and
                  specifications.

            (vii) All Equipment must be mounted on racks, and using appropriate
                  brackets, except where otherwise expressly permitted in
                  writing by Global Crossing. LimeLight is solely responsible
                  for assuring that the Equipment is mounted in an efficient and
                  appropriate manner.

            (viii) All cabling regardless of location, shall be tied and
                   organized, run to the side of the rack, and labeled.
                   Connectors must be secured in the interface socket.

            (ix)  LimeLight must provide for remote access (via modem or other
                  means) where available, in order to administer, configure,
                  monitor and operate the Equipment.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       19

<PAGE>

                                                                       Exhibit B
                                                                     Page 4 of 5

            (x)   LimeLight shall, at all times, comply with Global Crossing's
                  rules and regulations regarding access to its facilities,
                  including without limitation, adequate notice before entry
                  (not less than [ * ] except in emergencies), appropriate dress
                  and professional conduct. Global Crossing may remove any
                  personnel of LimeLight not in compliance with its rules and
                  regulations and may prohibit access by any person at its
                  discretion.

            (xi)  LimeLight shall utilize only Global Crossing's facilities and
                  Global Crossing's network for the provision of its services,
                  and facilities of third parties or connections to third party
                  facilities are prohibited. Any party seeking to install any
                  such facility or connection without the express written
                  authorization of Global Crossing shall be denied entry to the
                  Space. LimeLight, however, may employ non-Global Crossing
                  services only when such services are not offered by Global
                  Crossing.

6.    APPROVALS:

      A.    LimeLight shall submit to Global Crossing all building construction
            and electrical requirements and architectural and engineering
            drawings indicating the proposed installation for approval.
            LimeLight may not perform any construction or install any Equipment
            without written approval from Global Crossing. Global Crossing
            reserves the right to accept or reject LimeLight's design at its
            sole discretion. All costs of design work shall be LimeLight's
            responsibility. LimeLight shall also be required to complete the
            Colocation Request For Information form.

      B.    Global Crossing shall inspect the completed installation and must
            approve the same in writing before LimeLight is allowed to utilize
            the Equipment for any reason. Any installations that do not comply
            with the approved drawings will be subject to rejection by Global
            Crossing. Global Crossing also reserves the right to order
            reasonable modifications to any installations.

      C.    LimeLight is solely responsible for obtaining any and all necessary
            building permits or other authorizations required for Colocation of
            its Equipment.

7.    INSURANCE AND INDEMNITY:

      A.    While a license is in effect, LimeLight shall maintain in force and
            effect policies of insurance as follows:

            (i)   Comprehensive General Liability Insurance, including
                  contractual liability and broad form property damage, covering
                  personal injury or death and property damage with a combined
                  single limit of at least [ * ]; and

            (ii)  Workers Compensation Insurance with limits required by the
                  laws of the state in which the Space is located.

      The liability insurance shall name Global Crossing as an additional
      insured and shall be primary insurance and Global Crossing's insurance
      shall not be called upon for contribution towards any such loss.
      LimeLight's insurer shall provide Global Crossing with a least ten (10)
      days prior written notice of cancellation or change in coverage. All
      insurance required of LimeLight shall be evidenced by certificates of
      insurance provided to Global Crossing.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       20

<PAGE>

                                                                       Exhibit B
                                                                     Page 5 of 5

      B.    LimeLight shall be liable for and shall indemnify, defend and hold
            Global Crossing harmless from and against any claims, demands,
            actions, damages, liability, judgments, expenses and costs
            (including reasonable attorneys fees) arising from (i) LimeLight's
            use of the Space, or (ii) any damage or destruction thereto or to
            the Facility or any property therein caused by or due to (x) the
            acts or failures to act, negligent, willful or otherwise, of
            LimeLight, its employees, agents or representatives, or (y) any
            malfunction of LimeLight's Equipment located in the Space.

      C.    Global Crossing does not warrant that the integrity of the Space or
            the Facility will be free from any disruptions and Global Crossing
            shall not be liable therefore. Global Crossing's entire liability
            for any such disruptions, or any other matter giving rise to a claim
            with respect to the Space or Facility, shall not exceed in any case
            the MRCs paid by LimeLight for the month in which such disruption or
            other matter occurred.

8.    DAMAGE TO FACILITY:

      If the Facility in which the Space is located is damaged by fire or other
      casualty, Global Crossing shall give immediate notice to LimeLight of such
      damage. If Global Crossing's landlord or Global Crossing exercises an
      option to terminate the lease therefore due to such damage or Global
      Crossing's landlord or Global Crossing decides not to rebuild the Facility
      in which the Space is located, this Agreement shall terminate as of the
      date of such exercise or decision as to the affected Space and the MRC
      paid by LimeLight shall be modified accordingly. If neither the landlord
      of the affected Facility nor Global Crossing exercises the right to
      terminate or not to rebuild, the landlord or Global Crossing, as
      applicable, shall repair the Facility to substantially the same condition
      as prior to the damage, completing the same with reasonable speed. In the
      event that such repairs are not completed within a reasonable time,
      LimeLight shall thereupon have the option to terminate this Agreement with
      respect to the affected Space, such option shall be the sole remedy
      available to LimeLight against Global Crossing hereunder relating to such
      failure. If the Space or any portion thereof shall be rendered unusable by
      LimeLight by reason of such damage, the MRC for such Space shall
      proportionately abate for the period from the date of such damage to the
      date when such damage shall have been repaired for the portion of the
      Space rendered unusable or until the decision to not repair such Space is
      communicated to LimeLight by Global Crossing.

9.    RATES AND CHARGES: LimeLight shall be charged for Colocation Space at the
      rates set out below.

                            MONTHLY RECURRING CHARGES


                                     
MRC per Rack or Cabinet                 [ * ]
Additional Power                        [ * ]


                             NON RECURRING CHARGES:


                                     
NRC per Rack/Cabinet per site           [ * ]
Colocation Site                         [ * ]
Make Ready Fee                          [ * ]


      Dispatch Fees: [ * ] for unmanned sites during business hours (Monday
      through Friday 8:00 am to 6:00 p.m.) and [ * ] for unmanned sites during
      non-business hours and nationally recognized holidays.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       21
<PAGE>
                                                                    Exhibit B(a)
                                                                     Page 1 of 1


                             COLOCATION SCHEDULE #1
                     EQUIPMENT, SPACE AND POWER REQUIREMENTS


All terms and conditions as presented under the Agreement for the Colocation
Service are applicable unless otherwise stated below and become incorporated
herein.

Customer Name:     LimeLight Networks, LLC

Global Crossing Switch Site Location:     801 S. 16th. Street, 1st. Floor,
                                          Phoenix, AZ

Minimum Term :    [ * ]

Commencement Date:     October 15, 2001

Monthly Recurring Charge:     [ * ]

Non-Recurring Charges:     [ * ]

If applicable, Make Ready Fees will be applied to LimeLight's Invoice.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       22

<PAGE>
                                                                       Exhibit C
                                                                     Page 1 of 6


                               IP TRANSIT SERVICE


IP TRANSIT SERVICE permits direct access to the Internet via Global Crossing's
nationwide IP network. Connectivity is between LimeLight's router and/or switch
and the Global Crossing router located in a Global Crossing IP POP. This Exhibit
describes the specific terms, conditions and rates applicable to the Global
Crossing IP Transit Service ordered as part of the Agreement. In the event of
any conflict between this Exhibit and the Agreement, the terms of this Exhibit
shall control.

1.       TERM.

         1.1      Each circuit shall have a specific in-service term commitment
                  of one, two or three years, which shall be separate and
                  distinct from the term of the Agreement. Upon expiration,
                  non-renewal or early termination of the Agreement, except if
                  the Agreement is terminated by a Party for the other Party's
                  uncured breach, then, notwithstanding the term stated in the
                  Agreement, the Agreement will continue in effect with respect
                  to the IP Transit Service as long as a circuit installed under
                  this Exhibit remains in operation.

         1.2      Unless one Party provides the other with at least [ * ] prior
                  written notice of its intent not to renew a circuit after the
                  circuit's minimum commitment period expires, then, unless the
                  Parties agree otherwise in writing, a circuit shall
                  automatically renew for an additional [ * ] period at [ * ] at
                  the time of the automatic renewal. The foregoing notice and
                  renewal process shall also apply for each additional renewal
                  period.


2.       BILLING AND PAYMENT; MINIMUM COMMITMENTS.

         2.1      LimeLight shall pay Global Crossing for the IP Transit Service
                  at the rates and charges set out in the rate schedule attached
                  to this Exhibit. Billing for a circuit shall commence upon the
                  earlier to occur of (i) 30 days following the date Global
                  Crossing notifies LimeLight, in writing or via electronic
                  transmission, that the ordered circuit capacity is available
                  from Global Crossing (regardless of whether or not LimeLight's
                  Interconnection Facilities [defined in paragraph 5.2 below]
                  are installed and operational), or (ii) the date the ordered
                  circuit capacity is first utilized by LimeLight (the "SERVICE
                  DATE").

         2.2      Monthly recurring charges ("MRC") shall be invoiced by Global
                  Crossing on a monthly basis in advance and non-recurring
                  charges shall be invoiced in arrears. If the Service Date for
                  any circuit falls on a day other than the first day of any
                  Billing Cycle, the initial charge to LimeLight shall consist
                  of: (i) the pro-rata portion of the applicable monthly charge
                  covering the period from the Service Date to the first day of
                  the subsequent Billing Cycle, and (ii) the monthly charge for
                  the following Billing Cycle. Payment terms are set out in the
                  Agreement.


   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       23
<PAGE>

                                                                       Exhibit C
                                                                     Page 2 of 6

          2.3     The pricing in this Exhibit is limited to the IP Transit
                  Service provided from the "on-net" nodes set out in the Global
                  Crossing IP POP List and SONET POP list, which will be
                  provided upon request, and which lists may, at Global
                  Crossing's discretion, be changed from time to time. Global
                  Crossing reserves the right, upon prior written approval by
                  LimeLight not to be unreasonably withheld, to charge LimeLight
                  for backhaul facilities if "off-net" routing or special Layer
                  2 "on-net" routing is agreed to by Global Crossing. If Global
                  Crossing's cost in providing the IP Transit Service is
                  increased due to circumstances beyond its reasonable control,
                  then Global Crossing may revise the rates and charges in this
                  Exhibit upon 30 days written notice to LimeLight. LimeLight
                  may cancel, without further liability (other than to pay for
                  the circuit through the date of cancellation), any circuits
                  subject to a rate/charge increase (other than increases
                  resulting from governmental or regulatory assessments) upon
                  written notice to Global Crossing given no later than 30 days
                  after LimeLight's receipt of the increase notice.

          2.4     If a circuit is canceled after installation but prior to
                  expiration of its minimum term commitment, except if canceled
                  by LimeLight (i) under paragraph 2.3 above (ii) for Global
                  Crossing's uncured breach, (iii) because it is replaced with a
                  circuit of equal or greater charge, or (iv) due to Global
                  Crossing's physical inability, excluding business terms, to
                  provide access to the Global Crossing router from Global
                  Crossing's Collocation space. (LimeLight shall be required to
                  check for availability of such Collocation space at the time
                  the circuit was ordered and if Collocation space wasn't
                  available at such time and LimeLight nonetheless proceeded
                  with the order, then LimeLight may not utilize this Section
                  2.4,(iv)), LimeLight shall be liable for, and shall pay to
                  Global Crossing, an early termination fee in an amount equal
                  to the [ * ] times the number of months remaining on the
                  unexpired term commitment (whether the initial or a renewal
                  term) for the circuit.

          2.5     In addition to forecasts for other Services that may be
                  required under the Agreement or any attachment thereto,
                  LimeLight must supply Global Crossing with [ * ], for IP
                  Transit Service. In the event that LimeLight fails to provide
                  a [ * ] rolling forecast within [ * ] days of the time set
                  forth herein, Global Crossing shall notify LimeLight of the
                  delinquency of the forecast. Upon Global Crossing's
                  notification LimeLight shall be required to provide the
                  forecast within [ * ] days. The forecast must include
                  information regarding anticipated capacity requirements by [ *
                  ]. The forecasts must be provided on the first business day of
                  each [ * ], and shall cover [ * ] beginning with the [ * ] of
                  the [ * ] of such [ * ] (e.g. on or about [ * ], LimeLight
                  shall provide Global Crossing with a forecast covering [ * ].
                  In the event LimeLight [ * ] in accordance with this provision
                  then LimeLight [ * ].


   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       24
<PAGE>
                                                                       Exhibit C
                                                                     Page 3 of 6

3.       SERVICE LEVEL AGREEMENT AND CREDITS.

         3.1      The following Service Level Agreement (SLA) applies to all IP
                  Transit circuits with an original term commitment(s) of at
                  least [ * ]. The SLA covers (i) the router port in the Global
                  Crossing IP-POP (and, if applicable, the SONET backhaul
                  circuit), which connects directly to LimeLight's local access
                  circuit or Interconnection Facilities, (ii) the Global
                  Crossing network backbone interconnecting the Global Crossing
                  IP-POPs, and (iii) supporting systems within Global Crossing's
                  control, which provide domain name routing and other functions
                  which enable LimeLight to logically interact with the network.
                  This SLA specifically excludes (a) the local circuit between
                  LimeLight's premises and the Global Crossing SONET POP or
                  IP-POP, (b) customer premise equipment either owned by
                  LimeLight or provided through Global Crossing, (c) connections
                  between Global Crossing's network and other Internet service
                  providers, (d) other Internet service provider networks, (e)
                  force majeure events, (f) notified and scheduled maintenance
                  or outages or emergency interruptions, (g) credits owed in the
                  events LimeLight fails to submit forecasts in accordance with
                  section 2.5, and (h) any act or omission on the part of
                  LimeLight, third party contractors or vendors or any other
                  entity over which LimeLight exercises control or has the right
                  to exercise control.

                  A.    Network Availability of [ * ] measured on a monthly
                        basis for Global Crossing's IP access ports and backbone
                        network in the contiguous United States.

                  B.    Average monthly round-trip transmission latency of no
                        more than [ * ] milliseconds within Global Crossing's
                        backbone in the contiguous United States.

                  C.    Less than [ * ] packet loss on the Global Crossing IP
                        backbone in the contiguous United States.

         3.2     The entire liability of Global Crossing for all claims of
                 whatever nature arising out its failure to meet the SLA or
                 otherwise related to its provision of the IP Transit Service
                 (including its negligence), shall be a credit as follows:

                  A.       For service interruptions or network unavailability
                           (the inability of Global Crossing's network to pass
                           traffic between its IP-POPs) greater than [ * ]
                           minutes (hereafter an "OUTAGE"), LimeLight will be
                           eligible to receive a credit computed in accordance
                           with the following formula (the "OUTAGE CREDIT"):


                        
                           OUTAGE CREDIT = [ * ]  X TOTAL MRC FOR AFFECTED CIRCUIT
                                           [ * ]


                           The Outage Credit shall apply to the charges for any
                           circuit affected by an Outage; provided, however,
                           that if any portion of the affected circuit remains
                           useable by LimeLight, the Outage Credit shall not
                           apply to that pro-rata portion of the mileage. The
                           duration of each Outage shall be calculated in hours
                           and shall include fractional portions thereof. An
                           Outage shall be deemed to have commenced upon
                           verifiable notification thereof by LimeLight to
                           Global Crossing, or, when indicated by network
                           control information actually known to Global Crossing
                           network personnel, whichever is earlier. Each Outage
                           shall be deemed to terminate upon restoration of the
                           affected circuit as evidenced by appropriate network
                           tests by Global Crossing. Global Crossing shall give
                           [ * ] hour notice to LimeLight of any scheduled
                           outage and a scheduled outage shall under no
                           circumstance be viewed as an Outage hereunder. In
                           addition, Global Crossing will provide as much notice
                           as possible for unscheduled emergency outages.


   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       25
<PAGE>

                                                                       Exhibit C
                                                                     Page 4 of 6

                  B.       In any given Billing Cycle if the average round-trip
                           latency on the Global Crossing North American IP
                           backbone exceeds [ * ] milliseconds Global Crossing
                           agrees to provide LimeLight with a credit of [ * ] of
                           LimeLight's total monthly recurring charge's for all
                           IP transit circuits in North America.

                  C.       In any given Billing Cycle if the average packet loss
                           on the Global Crossing North American IP backbone
                           exceeds [ * ] Global Crossing agrees to provide
                           LimeLight with a credit of [ * ] of LimeLight's total
                           monthly recurring charges for all IP transit circuits
                           in North America.

         3.3     Outage Credits shall not be granted if the malfunction of any
                 end-to-end circuit is due to an Outage or other defect
                 occurring in LimeLight's Interconnection Facilities.

         3.4     All Outage Credits shall be credited on the next monthly
                 invoice for the affected circuit after receipt of LimeLight's
                 written request for credit, provided that LimeLight timely
                 reported the IP Transit Service failure. Written request must
                 be received within [ * ] days of the SLA failure event. The
                 total of all Outage Credits applicable to or accruing in any
                 given month shall not exceed the 100% of the amount payable by
                 LimeLight to Global Crossing for that same month for such
                 circuit.

         3.5     The Outage Credits described in this Section 3 shall be the
                 sole and exclusive remedy of LimeLight in the event of any
                 failure of Global Crossing to comply with the SLA, and under
                 no circumstance shall such a failure be deemed a breach by
                 Global Crossing under the Agreement.

                 In the event LimeLight experiences Chronic Outages with
                 respect to any circuit, LimeLight shall be entitled to
                 terminate the affected circuit without further obligation by
                 providing Global Crossing with written notice following such
                 Chronic Outages ("Chronic Termination"). For purposes of this
                 Agreement, a circuit suffers Chronic Outages if such circuit,
                 measured over a given Billing Cycle, (i) experiences more than
                 [ * ] related outages which total more than [ * ] cumulative
                 hours, (ii) if the average round-trip latency on the Global
                 Crossing North American IP backbone exceeds [ * ]
                 milliseconds, or (iii) if the average packet loss on the
                 Global Crossing North American IP backbone exceeds [ * ]. (Not
                 including Force Majeure or scheduled maintenance.)


4.       RATES AND CHARGES.

         The applicable Monthly Recurring Charges ("MRC's"), Non-Recurring
         Charges ("NRC's") and other charges for IP Transit Service are set
         forth on subdivision (a) of this Exhibit. Early termination of any
         circuit is subject to an early termination fee as described in Section
         2.4 hereof. All charges are invoiced in U.S. dollars and paid in U.S.
         dollars.

         Upon signature of a Service Request (SR) by LimeLight, the Parties
         agree that the SR constitutes a firm circuit order. LimeLight shall
         receive the Standard Circuit pricing, Exhibit C(a), Section 1.A. or
         Section 1.B., unless the SR lists the circuit order as a Content
         Circuit. LimeLight agrees in order to receive Content Circuit pricing,
         Exhibit C(a), Section 1.C., a circuit must have traffic ratios greater
         than or equal to [ * ]. For the purposes of this Agreement a Standard
         Circuit is defined as any IP Transit circuit with no [ * ] while a
         Content Circuit is defined as any IP Transit circuit with [ * ].

   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       26
<PAGE>

                                                                       Exhibit C
                                                                     Page 5 of 6

         A cancellation fee, as listed in subdivision (a) of this Exhibit, shall
         apply if LimeLight cancels such ordered circuit(s) prior to the Service
         Date. An order cannot be cancelled on the Service Date. All
         cancellation requests must be in writing. An order is considered
         cancelled when Global Crossing receives the written notice. The written
         notification cannot be retroactive.

4.       CIRCUIT AVAILABILITY DATE; INTERCONNECTION FACILITIES.

         5.1      Upon receipt of a complete and accurate service order for a
                  circuit, Global Crossing shall notify LimeLight of its target
                  date for the delivery of each circuit (the "ESTIMATED
                  AVAILABILITY DATE"). Global Crossing shall use reasonable
                  efforts to install each circuit on or before the Estimated
                  Availability Date, but the inability of Global Crossing to
                  deliver a circuit by such date, shall not be a breach by
                  Global Crossing under the Agreement. If Global Crossing fails
                  to make any circuit available within [ * ] after acceptance by
                  Global Crossing of the service order with respect to such
                  circuit, LimeLight's sole remedy shall be to cancel the
                  service order which pertains to such circuit upon [ * ] prior
                  written notice to Global Crossing.

         5.2      Within the Global Crossing IP node where LimeLight orders
                  circuits, Global Crossing shall provide appropriate equipment
                  necessary to connect the circuits to LimeLight's
                  Interconnection Facilities. If LimeLight desires to install
                  its own equipment in one or more IP or SONET POP, and Global
                  Crossing, in its sole discretion, agrees to such installation,
                  the Parties shall execute a ~collocation agreement acceptable
                  to both Parties. LimeLight agrees that LimeLight's
                  Interconnection Facilities shall connect to the circuits
                  provided by Global Crossing hereunder at the network interface
                  points located in the IP and SONET POPs. As used herein, the
                  term "INTERCONNECTION FACILITIES" shall mean transmission
                  capacity provided by LimeLight or its third party supplier to
                  extend the circuits provided by Global Crossing from a SONET
                  or IP POP to any other location.

     A.  GLOBAL CROSSING ACCEPTABLE USE AND SECURITY POLICIES.


         6.1      LimeLight and its customers shall comply with Global
                  Crossing's Acceptable Use and Security Policies (collectively,
                  the "Policy"), which Policy Global Crossing may modify at any
                  time. The current, complete Policy is available for review at
                  HTTP://WWW.GLOBALCROSSING.COM/AUP (Global Crossing may change
                  the Policy and website address via electronic notice). Without
                  limiting the Policy, generally, neither LimeLight nor its
                  customers may use Global Crossing's network, machines, or
                  services in any manner which:

                        (i)   violates any applicable law, regulation, treaty,
                              or tariff;

                        (ii)  violates the acceptable use policies of any
                              networks, machines; or services which are accessed
                              through Global Crossing's network; or

                        (iii) infringes on the intellectual property rights of
                              others.

                  Prohibited activity includes, but is not limited to,
                  unauthorized use (or attempted unauthorized use) of any
                  machines or networks; denial of service attacks; falsifying
                  header information or user identification or information;
                  monitoring or scanning the networks of others without
                  permission; sending unsolicited bulk e-mail; maintaining an
                  open mail relay; collecting e-mail addresses from the Internet
                  for the purpose of sending unsolicited bulk e-mail or to
                  provide collected addresses to others for that purpose; and
                  transmitting or receiving copyright-infringing or illegally
                  obscene material.


   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       27
<PAGE>
                                                                       Exhibit C
                                                                     Page 6 of 6

         6.2      LimeLight and its customers are responsible for the security
                  of their own networks and machines. Global Crossing assumes no
                  responsibility or liability for failures or breach of
                  LimeLight-imposed protective measures, whether implied or
                  actual. Abuse that occurs as a result of LimeLight's systems
                  or account being compromised may result in suspension of the
                  IP Transit Service or account access by Global Crossing. If a
                  security related problem is escalated to Global Crossing for
                  resolution, Global Crossing will resolve the problem in
                  accordance with its then-current Policy. Without limiting the
                  Policy, generally, the following activities are prohibited:

                        (i)   fraudulent activities of any kind;

                        (ii)  network disruptions of any kind; and

                        (iii) unauthorized access, exploitation, or monitoring.

         6.3      LimeLight shall be responsible for enforcing the Policy for
                  any third parties (including its customers) accessing the
                  Internet through LimeLight's use of the Network Services; and
                  shall defend and indemnify Global Crossing with respect to
                  claims related to such third party access.

         6.4      Global Crossing reserves the right to suspend the IP Transit
                  Service for LimeLight's or its customers' failure to comply
                  with the requirements of Global Crossing's then-current
                  Policy. Further, Global Crossing may terminate the IP Transit
                  Service for recurring violations of the Policy by LimeLight or
                  its customers.

   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       28
<PAGE>
                                                                    Exhibit C(a)
                                                                     Page 1 of 3


                        IP TRANSIT SERVICE RATE SCHEDULE
                               (CUSTOMER SPECIFIC)

1.  MONTHLY RECURRING CHARGES (MRC)

         A.   T-1 IP Transit Pricing (MRC) $ Per Full T-1.

                           (Standard Circuit Pricing)



    AGGREGATE # OF T-1S      1 YEAR TERM     2 YEAR TERM
    -------------------      -----------     -----------
                                       
          1+ T-1s               [ * ]           [ * ]


         B.   DS-3 / OC-x / FE and GE Committed Bandwidth IP Transit Pricing
              (MRC) $ Per Mbps. These prices are valid for Standard Circuits
              provided LimeLight's overall traffic ratio for all circuits (both
              Standard circuits and Content circuits) have a traffic ratio
              greater than or equal to [ * ] "Inbound Traffic" (from LimeLight
              to the Global Crossing backbone network) to "Outbound Traffic"
              (from the Global Crossing backbone network to LimeLight).

                           (Standard Circuit Pricing)



 1 YEAR TERM $   2 YEAR TERM $
    PER Mbps        PER Mbps
    --------        --------
              
     [ * ]           [ * ]



         C.   DS-3 / OC-x / FE and GE Committed Bandwidth IP Transit Pricing
              (MRC) $ Per Mbps. These prices are valid for Content Circuits with
              traffic ratios greater than or equal to [ * ] "Inbound Traffic"
              (from LimeLight to the Global Crossing backbone network) to
              "Outbound Traffic" (from the Global Crossing backbone network to
              LimeLight).

                           (Content Circuit Pricing)


 2 YEAR TERM $
    PER Mbps
    --------
     [ * ]


         D.   Each Billing Cycle, at Global Crossing's sole discretion, Global
              Crossing will measure Limelight's [ * ] traffic ratio of all
              circuits (Standard and Content) . If such overall traffic ratio of
              all circuits is less then [ * ] "Inbound Traffic" (from LimeLight
              to the Global Crossing backbone network) to "Outbound Traffic"
              (from the Global Crossing backbone network to LimeLight),
              LimeLight will be assessed a [ * ] surcharge for all traffic on
              Standard Circuits for such Billing Cycle.

         E.   Each Billing Cycle, at Global Crossing's sole discretion, Global
              Crossing will measure LimeLight's [ * ] traffic ratio of all
              Content Circuits. If such aggregate traffic ratio of all Content
              Circuits is less then [ * ] "Inbound Traffic" (from LimeLight to
              the Global Crossing backbone network) to "Outbound Traffic" (from
              the Global Crossing backbone network to LimeLight), LimeLight will
              be assessed a [ * ] surcharge for all traffic on Content Circuits
              for such Billing Cycle. Such surcharge will be applied to all
              committed and bursted bandwidth.

   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       29
<PAGE>

                                                                    Exhibit C(a)
                                                                     Page 2 of 3

         F.       Should LimeLight be assessed a surcharge, in accordance with
                  Sections 1.D. and/or 1.E. above, for a period of [ * ]
                  consecutive Billing Cycles, Global Crossing agrees, at it's
                  sole discretion, to re-evaluate LimeLight's terms and
                  conditions under this IP Transit Service.


2.       NON-RECURRING CHARGES (NRC)




                        MINIMUM            INSTALL CHARGE         CANCELLATION
       PORT            BANDWIDTH**     1 YEAR TERM   2 YEAR TERM       FEE
       ----            -----------          --------------             ---
                                                       
       T-1             1.544 Mbps         [ * ]         [ * ]          [ * ]
       DS-3              10 Mbps          [ * ]         [ * ]          [ * ]
       OC-3              45 Mbps          [ * ]         [ * ]          [ * ]
      OC-12             160 Mbps          [ * ]         [ * ]          [ * ]
      OC-48*            500 Mbps          [ * ]         [ * ]          [ * ]
  Fast Ethernet*         10 Mbps          [ * ]         [ * ]          [ * ]
                         10 Mbps
Gigabit Ethernet*    months 1-6 and
  (2 year terms         250 Mbps
      only)         for the balance
                       of the term        [ * ]         [ * ]          [ * ]


         NOTES:

         *OC-48, Fast Ethernet and Gigabit Ethernet ports are available at
         select locations only.

         **For DS-3 circuits and above, bandwidth can be purchased in increments
         of 5 Mbps above the minimum to the maximum bandwidth of the applicable
         circuit.


3.       BURSTABLE BILLING CALCULATION AND CHARGES FOR STANDARD CIRCUITS

         A.       Burstable billing is available on DS-3 circuits and above. For
                  Burstable billing, the table above represents the committed
                  bandwidth rate. The total utilized bandwidth is derived from a
                  95/5 calculation as described below. The bandwidth utilized
                  over and above the committed bandwidth amount, the bursted
                  bandwidth, will be billed at 100% of the committed bandwidth
                  rate as described below. Volume price breaks do not apply if
                  volume threshold is surpassed due to bursted bandwidth.

         B.       Upon completion of each Billing Cycle during the Term, Global
                  Crossing shall calculate the Bursted Bandwidth Charge for such
                  Billing Cycle applicable to each circuit for which LimeLight
                  has ordered burstable billing according to the following
                  formula:

                           Bursted Bandwidth Charge =

           (Total Utilized Bandwidth* -- Total Committed Bandwidth) x
        (Committed Bandwidth rate per Mbps for Standard Circuits x 1.00)

           * Total Utilized Bandwidth shall be calculated as follows:

   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       30
<PAGE>

                                                                    Exhibit C(a)
                                                                     Page 3 of 3

                    - Global Crossing shall poll the Global Crossing routers for
                      ingress and egress usage on each respective circuit
                      approximately every five minutes. Both the ingress and
                      egress number for each poll shall be stack ranked. Upon
                      the close of each of LimeLight's Billing Cycles, the top
                      5% of the usage numbers shall be discarded. The next
                      highest measurement, the greater of the ingress or egress,
                      shall constitute the Total Utilized Bandwidth for the
                      applicable circuit for the applicable Billing Cycle.

                    - Bursted Bandwidth usage shall not be factored into the
                      aggregate volume of committed bandwidth capacity for
                      purposes of altering LimeLight's committed bandwidth
                      monthly recurring charge volume tier as set forth in this
                      rate schedule. The outage credit set forth in the Exhibit
                      shall not apply to Bursted Bandwidth.


4.       BURSTABLE BILLING CALCULATION AND CHARGES FOR CONTENT CIRCUITS

         A.       Burstable billing is available on DS-3 circuits and above. For
                  Burstable billing, the table above represents the committed
                  bandwidth rate. The total utilized bandwidth is derived from a
                  95/5 calculation as described below. The bandwidth utilized
                  over and above the committed bandwidth amount, the bursted
                  bandwidth, will be billed at 100% of the committed bandwidth
                  rate as described below. [ * ].

         B.       Upon completion of each Billing Cycle during the Term, Global
                  Crossing shall calculate the Bursted Bandwidth Charge for such
                  Billing Cycle applicable to the [ * ] all Content circuits for
                  which LimeLight has ordered burstable billing according to the
                  following formula:

                            [ * ] Bandwidth Charge =

            ([ * ]Utilized Bandwidth* -- [ * ]Committed Bandwidth) x
        (Committed Bandwidth rate per Mbps for Content Circuits x 1.00)

                  * Total [ * ]Bandwidth shall be calculated as follows:

                    - Global Crossing shall poll the Global Crossing routers for
                      ingress and egress usage on each respective circuit
                      approximately every five minutes. The [ * ] of the [ * ]
                      of the ingress and egress numbers for each poll shall be
                      stack ranked. Upon the close of each of LimeLight's
                      Billing Cycles, the top 5% of the [ * ] and [ * ] usage
                      numbers shall be discarded. The next highest measurement,
                      the greater of the [ * ] ingress or [ * ] egress, shall
                      constitute the Total [ * ] Utilized Bandwidth for the
                      applicable circuits for the applicable Billing Cycle.

                    - Bursted Bandwidth usage shall not be factored into the
                      aggregate volume of committed bandwidth capacity for
                      purposes of altering LimeLight's committed bandwidth
                      monthly recurring charge volume tier as set forth in this
                      rate schedule. The outage credit set forth in the Exhibit
                      shall not apply to Bursted Bandwidth.


   *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       31




<PAGE>
                  AMENDMENT #1 TO BANDWIDTH/CAPACITY AGREEMENT

                             LimeLight Networks, LLC

                                February 7, 2002

This is Amendment #1 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").

1.       Except as otherwise stated, capitalized terms used herein have the same
         meaning as set forth in the Agreement.

2.       In addition to LimeLight's existing IP Transit Service, as identified
         under the Agreement, the following shall be incorporated into the
         Agreement as part of Exhibit C(a), Section 1 C:

              A.  If Limelight orders an additional Gigabit Ethernet port in any
                  city, Limelight shall have a [ * ] to achieve and maintain a
                  [ * ] on a two (2) year port term commitment. Limelight will
                  be assessed the charges at the [ * ] level for the remaining
                  months on the 2 year port term commitment after the [ * ]
                  whether or not they are utilizing the full [ * ], (the
                  "Additional IP Port").

              B.  If Limelight chooses to waive the above mentioned [ * ] on
                  such Additional IP Port, or orders any other IP port with a
                  minimum circuit term commitment of [ * ], Limelight shall
                  receive the Additional IP Port at a rate of [ * ] Mbps.

              C.  In addition if Limelight agrees to waive the [ * ] period, as
                  noted in B above, the [ * ] Mbps minimum on the existing
                  Gigabit Ethernet port shall be reduced to a [ * ] month port
                  term commitment.

3.       Any cost associated with entrance facilities shall utilize the pricing
         set forth in the Interconnection Entrance Facilities Schedule, attached
         here to a made a part hereof, and identified as Exhibit D.

4.       This Amendment shall not prejudice any right or obligation that Global
         Crossing may have to assume or reject the Agreement under the United
         States Bankruptcy Code. Global Crossing expressly reserves the right to
         make such an election until it can more fully assess the impact that
         decision may have on its business and creditors and before, and subject
         to the requisite approval of, the United States Bankruptcy Court for
         the Southern District of New York.

5.       The balance of the Agreement and any executed amendments or addenda
         thereto not modified by this Amendment #1 shall remain in full force
         and effect.

6.       This Amendment #1 is effective as of the date signed by Global Crossing
         below.


Global Crossing Bandwidth, Inc.              LimeLight Networks, LLC

By: /s/ Gregory L. Spraetz                   By: /s/ William H. Rinehart
    -----------------------------------          ------------------------------
    Gregory L.  Spraetz, Vice President          William H. Rinehart, President
    North American Carrier Services

Date: ___________________________            Date: ________________________


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
                                                                       Exhibit D
                                                                     Page 1 of 1

              INTERCONNECTION ENTRANCE FACILITIES PRICING SCHEDULE



                                   Interconnection
                                 Entrance Facilities
                                      Required
                                      --------
                                Monthly       Install
Applications                     (MRC)         (NRC)
------------                     -----         -----
                                        
STD. ELECTRICAL
POTS
DS-1 / T-1 / E-1*                [ * ]         [ * ]
DS-3 / T-3 / E-3*                [ * ]         [ * ]

STD. OPTICAL
OC-3 / STM-1*                    [ * ]         [ * ]
OC-12 / STM-4*                   [ * ]         [ * ]
OC-48 / STM-16*                  [ * ]         [ * ]

IP/OTHER
10/100 Ethernet*                 [ * ]         [ * ]
Gigabit Ethernet*                [ * ]         [ * ]



*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       2




<PAGE>

                  AMENDMENT #2 TO BANDWIDTH/CAPACITY AGREEMENT

                             LimeLight Networks, LLC

                                  April 2, 2002


This is Amendment #2 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").

1.    Except as otherwise stated, capitalized terms used herein have the same
      meaning as set forth in the Agreement.

2.    LimeLight's Minimum Periodic Charge, as identified in Section 3.13 under
      the Agreement, shall be modified as follows:

      "3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's first (1st.)
            Billing Cycle following the execution of this Amendment #2 by Global
            Crossing, LimeLight shall be liable for the following minimum
            charge(s) per Billing Cycle for all of the Services (the "MINIMUM
            CHARGE").



BILLING CYCLE                                                    MINIMUM CHARGE
-------------                                                    --------------
                                                              
First Billing Cycle                                                   [ * ]
Second Billing Cycle                                                  [ * ]
Third Billing Cycle                                                   [ * ]
Fourth Billing Cycle                                                  [ * ]
Fifth Billing Cycle                                                   [ * ]
Sixth Billing Cycle                                                   [ * ]
Seventh Billing Cycle                                                 [ * ]
Eighth Billing Cycle                                                  [ * ]
Ninth Billing Cycle (June 2002) and each Billing Cycle thereafter     See Exhibit C(a), 1. E.


            If LimeLight's net charges (after any available discounts hereunder)
            for the Services during a Billing Cycle are less than the Minimum
            Charge, LimeLight shall pay the shortfall. Governmental assessments
            and surcharges, non-recurring charges, local loop and third party
            and regulatory pass-through charges are not included when
            calculating the Minimum Charge."

3.    The second paragraph of the IP Transit Schedule, Exhibit C, Section 4.
      under the Agreement shall be restated as follows:

      "Upon signature of a Service Request (SR) by LimeLight, the Parties agree
      that the SR constitutes a firm IP Transit circuit order."

4.    Item 2 of Amendment #1 shall be deleted in it's entirety.

5.    Exhibit C(a), as identified under the Agreement, shall be modified to
      reflect new pricing as identified in Amended Exhibit C(a). The revised
      monthly recurring charges are effective as of March 1, 2002, for all
      existing IP Transit circuits and for all IP Transit circuit orders placed
      on a go forward basis.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       1

<PAGE>

6.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #2 shall remain in full force and
      effect.

7.    This Amendment #2 is effective as of the date signed by Global Crossing
      below.


Global Crossing Bandwidth, Inc.            LimeLight Networks, LLC


By: /s/ Gregory L. Spraetz                 By: /s/ William H. Rinehart
   --------------------------------           -------------------------------
    Gregory L. Spraetz, Vice President         William H. Rinehart, President
    North American Carrier Services

Date:                                      Date:
     ------------------------------             -----------------------------


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       2

<PAGE>

                                                            Amended Exhibit C(a)
                                                                     Page 1 of 3

                        IP TRANSIT SERVICE RATE SCHEDULE
                               (CUSTOMER SPECIFIC)

1.    MONTHLY RECURRING CHARGES (MRC)

      A.    T-1 IP TRANSIT PRICING (MRC) $ PER FULL T-1.



AGGREGATE # OF T-1S      1 YEAR TERM      2 YEAR TERM
-------------------      -----------      -----------
                                    
      1+ T-1s               [ * ]            [ * ]


      B.    DS-3 / OC-X / FE AND GE COMMITTED BANDWIDTH IP TRANSIT PRICING (MRC)
            $ PER Mbps.

            These prices are valid provided LimeLight's overall traffic ratio
            for all circuits is greater than or equal to [ * ] "Inbound Traffic"
            (from LimeLight to the Global Crossing backbone network) to
            "Outbound Traffic" (from the Global Crossing backbone network to
            LimeLight).

            Global Crossing retains the right to place any of LimeLight's
            Gigabit Ethernet traffic on a switch, rather than a router, until
            Global Crossing orders and installs a card to send such traffic to a
            router. In these situations, LimeLight will be required to provide
            an up to date forecast to Global Crossing on the future traffic
            growth over the next three (3) months of the particular port.

      C.    Each Billing Cycle, at Global Crossing's sole discretion, Global
            Crossing will measure LimeLight's [ * ] traffic ratio of all
            circuits. If such overall traffic ratio of all circuits is less then
            [ * ] "Inbound Traffic" (from LimeLight to the Global Crossing
            backbone network) to "Outbound Traffic" (from the Global Crossing
            backbone network to LimeLight), LimeLight will be assessed a [ * ]
            surcharge for all traffic on such circuits for such Billing Cycle.

      D.    Should LimeLight be assessed a surcharge, in accordance with Section
            1.C. above, for a period of [ * ] consecutive Billing Cycles, Global
            Crossing agrees, at it's sole discretion, to re-evaluate LimeLight's
            terms and conditions of this IP Transit Service.


            ALL IP TRANSIT CIRCUITS INTERCONNECTING TO THE LOCATIONS IDENTIFIED
            IN THE TABLES BELOW SHALL BE PRICED AT [ * ] PER Mbps



                       NORTH AMERICA*
------------------------------------------------------------
POP                             ADDRESS
----        ------------------------------------------------
         
ATL1        250 Williams Street, Suite 2120, Atlanta, GA
CHI1        101 North Wacker Drive, Suite 310, Chicago, IL
DAL1        2323 Bryan Street, Suite 900, Dallas, TX
JFK         60 Hudson Street, Room 204, New York City, NY
LAX1        624 South Grand, Suite 1020, Los Angeles, CA
PAO2        529 Bryan Street, Palo Alto, CA
SEA1        2001 6th Avenue, Suite 1604, Seattle, WA
SFO1        274 Brannan Street, Suite 504, San Francisco, CA
WDC2        1220 L Street, 6th Floor, Washington D.C.
NYC2        111 Eighth Avenue, New York City, NY


----------

*ALL OTHER NORTH AMERICAN LOCATIONS NOT LISTED ABOVE WILL BE PRICED AT [ * ] PER
Mbps.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       3
<PAGE>

                                                            Amended Exhibit C(a)
                                                                     Page 2 of 3



                               EUROPE**
----------------------------------------------------------------------
POP                                    ADDRESS
----        ----------------------------------------------------------
         
AMS2        Joop Geesinkweg 401-404 1096 AX Amsterdam, The Netherlands
CDG2        7-9 Rue Petit 92310 Clichy, Paris, France
FRA2        Kleyerstrasse 82, Frankfurt, Germany
LIN1        Via San Giusto 51, Milan, Italy
LON3        2040 East India Dock Road E14 9YY, London, UK


----------

**ALL OTHER EUROPEAN LOCATIONS NOT LISTED ABOVE WILL BE ON AN INDIVIDUAL CASE
BASIS (ICB).



              ALL EQUINIX LOCATIONS***
---------------------------------------------------
   CITY                      LOCATION
----------          -------------------------------
                 
ASHBURN VA          21711 Filigree Court Building F
LOS ANGELES, CA     600 W 7th Street
DALLAS, TX(N)       1950 Stemmons
NEWARK, NJ(N)       165 Halsey
CHICAGO, IL(N)      350 E Cermack
SECAUCUS, NJ(N)     275 Hartz Way Secaucus, NJ
SAN JOSE, CA(N)     11 Great Oaks


----------

***ALL OTHER EQUINIX LOCATIONS NOT LISTED ABOVE WILL BE ON AN ICB BASIS.

(N) THESE LOCATIONS MAY BE SUBJECT TO LOCAL ACCESS CHARGES. IF GLOBAL CROSSING
BUILDS OUT TO THESE FACILITIES WITH A ROUTER LIKE GLOBAL CROSSING HAS DONE FOR
LIMELIGHT IN THE ASHBURN, VA AND LOS ANGELES, CA LOCATIONS, THEN NO ADDITIONAL
LOCAL ACCESS CHARGES WILL APPLY.

            Note: Going forward, other locations that come to have the same
            characteristics as those listed in the above tables will be added to
            these tables periodically by Global Crossing.

      E.    In return for the [ * ] rate above (or [ * ] as applicable),
            commencing October 1, 2002, Global Crossing will charge LimeLight
            for a minimum of [ * ] per month whether [ * ] has been utilized or
            not.

            Global Crossing agrees to review LimeLight's June 2002 IP Transit
            Service usage at months end to ensure that LimeLight has reached a
            minimum of [ * ] of aggregate traffic per month. Provided LimeLight
            has reached [ * ] then the [ * ] Mbps rate (or [ * ] as applicable)
            listed above will remain in place and Global Crossing will continue
            to charge LimeLight for a minimum [ * ] per month commencing October
            1, 2002. However, if the review of LimeLight's June 2002 IP Transit
            Service usage reveals that LimeLight has not reached at least [ * ]
            of aggregate traffic by such time, then commencing July 1, 2002, all
            existing IP Transit circuits and any circuits ordered on a going
            forward basis will be at a rate of [ * ] as applicable). In that
            event, commencing October 1, 2002, Global Crossing will charge
            LimeLight for a minimum of [ * ] per month whether [ * ] has been
            utilized or not.

      F.    Any circuits ordered within [ * ] of the expiration of the Initial
            Term of the Agreement (on or after [ * ]) will need Global
            Crossing's approval. Any circuit approved and ordered will have a
            term that is concurrent with the Term of this Agreement.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       4
<PAGE>


                                                                    Exhibit C(a)
                                                                     Page 3 of 3

2.    NON-RECURRING CHARGES (NRC)



                                 INSTALL CHARGE
                                 --------------
                   MINIMUM       1 YEAR  2 YEAR  CANCELLATION
     PORT         BANDWIDTH**     TERM    TERM       FEE
--------------  ---------------  ------  ------  ------------
                                     
     T-1           1.544 Mbps    [ * ]   [ * ]       [ * ]
     DS-3           10 Mbps      [ * ]   [ * ]       [ * ]
     OC-3           45 Mbps      [ * ]   [ * ]       [ * ]
    OC-12          160 Mbps      [ * ]   [ * ]       [ * ]
    OC-48*         500 Mbps      [ * ]   [ * ]       [ * ]
Fast Ethernet*      10 Mbps      [ * ]   [ * ]       [ * ]
                1 year term:
                   100 Mbps;
   Gigabit      2 year term:
  Ethernet*         10 Mbps
                months 1-6 and
                   100 Mbps
                for the balance
                 of the term(n)  [ * ]   [ * ]       [ * ]


----------

      NOTES:

      *OC-48, Fast Ethernet and Gigabit Ethernet ports are available at select
      locations only.

      **For DS-3 circuits and above, bandwidth can be purchased in increments of
      5 Mbps above the minimum to the maximum bandwidth of the applicable
      circuit.

      (n)All existing and new Gigabit Ethernet circuits will have a 100 Mbps
      minimum on a go forward basis.

3.    BURSTABLE BILLING CALCULATION AND CHARGES

      A.    Burstable billing is available on DS-3 circuits and above. For
            Burstable billing, the table above represents the committed
            bandwidth rate. The total utilized bandwidth is derived from a 95/5
            calculation as described below. The bandwidth utilized over and
            above the committed bandwidth amount, the bursted bandwidth, will be
            billed at 100% of the committed bandwidth rate as described below.
            Volume price breaks do not apply if volume threshold is surpassed
            due to bursted bandwidth.

      B.    Upon completion of each Billing Cycle during the Term, Global
            Crossing shall calculate the Bursted Bandwidth Charge for such
            Billing Cycle applicable to the [ * ] circuits for which LimeLight
            has ordered burstable billing according to the following formula:

                             [ * ] Bursted Bandwidth Charge =

            (Total [ * ]Utilized Bandwidth* -- Total [ * ]Committed Bandwidth) x
                  (Committed Bandwidth rate per Mbps for Circuits x 1.00)

                * Total [ * ] Utilized Bandwidth shall be calculated as follows:

            Global Crossing shall poll the Global Crossing routers for ingress
            and egress usage on each respective circuit approximately every five
            minutes. The [ * ] ingress and egress numbers for each poll shall be
            stack ranked. Upon the close of each of LimeLight's Billing Cycles,
            the top 5% of the [ * ] ingress and aggregate egress usage numbers
            shall be discarded. The next highest measurement, the greater of
            the [ * ] ingress or [ * ] egress, shall constitute the Total [ * ]
            Utilized Bandwidth for the applicable circuits for the applicable
            Billing Cycle.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       5
<PAGE>

                  AMENDMENT #3 TO BANDWIDTH/CAPACITY AGREEMENT

                             LimeLight Networks, LLC

                                   May 3, 2002


This is Amendment #3 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").

1.    Except as otherwise stated, capitalized terms used herein have the same
      meaning as set forth in the Agreement.

2.    Global Crossing has approved a second colocation site for LimeLight as
      provided in the attached Exhibit B(b).

3.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #3 shall remain in full force and
      effect.

4.    This Amendment #3 is effective as of the date signed by Global Crossing
      below.


Global Crossing Bandwidth, Inc.            LimeLight Networks, LLC


By: /s/ Gregory L. Spraetz                 By: /s/ William H. Rinehart
   --------------------------------           -------------------------------
    Gregory L. Spraetz, Vice President         William H. Rinehart, President
    North American Carrier Services

Date:                                      Date:
     ------------------------------             -----------------------------


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       1
<PAGE>

(GLOBAL CROSSING LOGO)

                                                                    Exhibit B(b)
                                                                     Page 1 of 1


                             COLOCATION SCHEDULE #2
                     EQUIPMENT, SPACE AND POWER REQUIREMENTS


All terms and conditions as presented under the Agreement for the Colocation
Service are applicable unless otherwise stated below and become incorporated
herein.

Customer Name:    LimeLight Networks, LLC

Global Crossing Switch Site Location:      801 S. 16th. Street, 1st. Floor,
                                           Phoenix, AZ

Minimum Term :    1 Year

Commencement Date:      May 15, 2002

Monthly Recurring Charge:     [ * ]

Non-Recurring Charges:        [ * ]

Additional Power:       [ * ]

If applicable, Make Ready Fees will be applied to LimeLight's Invoice.



*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       2
<PAGE>

                  AMENDMENT #4 TO BANDWIDTH/CAPACITY AGREEMENT

                             LimeLight Networks, LLC

                                  June 5, 2002


This is Amendment #4 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").

1.    Except as otherwise stated, capitalized terms used herein have the same
      meaning as set forth in the Agreement.

2.    Global Crossing shall add the Phoenix POP to the list of North American IP
      Transit circuits as identified in Amended Exhibit C(a) of Amendment #2.
      The revised monthly recurring charge is effective as of March 1, 2002, for
      all existing IP Transit circuits and for all IP Transit circuit orders
      placed on a go forward basis.



                    NORTH AMERICA*
-------------------------------------------------------
POP                             ADDRESS
----            ---------------------------------------
             
PHX1            801 South 16th Street, Phoenix, Arizona


----------

*ALL OTHER NORTH AMERICAN LOCATIONS NOT LISTED ABOVE WILL BE PRICED AT [ * ] PER
Mbps.

3.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #4 shall remain in full force and
      effect.

4.    This Amendment #4 is effective as of the date signed by Global Crossing
      below.

Global Crossing Bandwidth, Inc.            LimeLight Networks, LLC


By: /s/ Gregory L. Spraetz                 By: /s/ William H. Rinehart
   --------------------------------           -------------------------------
    Gregory L. Spraetz, Vice President         William H. Rinehart, President
    North American Carrier Services

Date:                                      Date:
     ------------------------------             -----------------------------


(GLOBAL CROSSING LOGO)


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       1
<PAGE>

                  AMENDMENT #5 TO BANDWIDTH/CAPACITY AGREEMENT

                             LimeLight Networks, LLC

                                  June 20, 2002


This is Amendment #5 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").

1.    Except as otherwise stated, capitalized terms used herein have the same
      meaning as set forth in the Agreement.

2.    Limelight's Payment Due Date, as identified in Section 3.7 under the
      Agreement, shall be modified to reflect [ * ] calendar days. All other
      terms and conditions of such section shall remain the same.

3.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #5 shall remain in full force and
      effect.

4.    This Amendment #5 is effective as of the date signed by Global Crossing
      below.


Global Crossing Bandwidth, Inc.            LimeLight Networks, LLC


By: /s/ Gregory L. Spraetz                 By: /s/ William H. Rinehart
   --------------------------------           -------------------------------
    Gregory L. Spraetz, Vice President         William H. Rinehart, President
    North American Carrier Services

Date:                                      Date:
     ------------------------------             -----------------------------


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

(GLOBAL CROSSING LOGO)


                  AMENDMENT #6 TO BANDWIDTH/CAPACITY AGREEMENT

                             LIMELIGHT NETWORKS, LLC

                                JANUARY 16, 2003


This is Amendment #6 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    LimeLight requests to Colocate with Global Crossing in Phoenix, Arizona,
      as set out in Exhibit E, attached to this Amendment.

3.    All revised rates attached hereto and made a part hereof will be effective
      with LimeLight's first full Billing Cycle following the execution of this
      Amendment# 6 by Global Crossing.

4.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #6 shall remain in full force and
      effect.

5.    This Amendment #6 is effective as of the date signed by Global Crossing
      below.

Global Crossing Bandwidth, Inc.               LimeLight Networks, LLC


By: /s/ Barrett O. MacCheyne                  By: /s/ William H. Rinehart
   -----------------------------------------     -------------------------------
    Barrett O. MacCheyne, Sr. Vice President      William H. Rinehart, President
    North American Carrier Services

Date:                                         Date:
     ---------------------------------------       -----------------------------


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       1
<PAGE>

                                                                       Exhibit E
                                                                     Page 1 of 1


                             COLOCATION SCHEDULE #1
                     EQUIPMENT, SPACE AND POWER REQUIREMENTS


All terms and conditions as presented under the Agreement for the Colocation
Service are applicable unless otherwise stated below and become incorporated
herein.

Customer Name:    LimeLight Networks, LLC

Global Crossing Switch Site Location:       801 S. 16th Street, 1st Floor
                                            Phoenix, Arizona

Minimum Term :  One (1) Year

Commencement Date:  Within two (2) weeks after execution of this Amendment #6

Monthly Recurring Charge:        $ [ * ]

Non-Recurring Charges:           [ * ]

If applicable, Make Ready Fee:   [ * ]




*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       2
<PAGE>





                  AMENDMENT #7 TO BANDWIDTH/CAPACITY AGREEMENT

                             LIMELIGHT NETWORKS, LLC

                                JANUARY 31, 2003

This is Amendment #7 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "Purchaser"), dated August 29, 2001, as amended (the
"AGREEMENT").

1.   Except as otherwise stated, capitalized terms used herein shall have the
     same meaning as set forth in the Agreement.

2.   The GOVERNING LAW provision of the Agreement, as identified in Section 16
     thereof, as amended, shall be deleted in its entirety, and replaced with
     the following:

         16.      GOVERNING LAW:

         This Agreement will be construed and enforced in accordance with the
         laws of the State of New York, without regard to its choice of law
         principles. The Parties agree that any action related to this Agreement
         shall be brought and maintained only in a Federal or State court of
         competent jurisdiction located in Monroe County, New York. The Parties
         each consent to the jurisdiction and venue of such courts and waive any
         right to object to such jurisdiction and venue.

3.   The NOTICES provision of the Agreement, as identified in Section 17
     thereof, as amended, shall be deleted in its entirety, and replaced with
     the following: :

         17.      NOTICES:

         All notices, including but not limited to, demands, requests and other
         communications required or permitted hereunder (not including Invoices)
         shall be in writing and shall be deemed given: (i) when delivered in
         person, (ii) 24 hours after deposit with an overnight delivery service
         for next day delivery, (iii) the same day when sent by facsimile
         transmission during normal business hours, receipt confirmed by
         sender's equipment, or (iv) three Business Days after deposit in the
         United States mail, postage prepaid, registered or certified mail,
         return receipt requested, and addressed to the recipient Party at the
         address set forth below:

         If to Global Crossing:     Global Crossing Bandwidth, Inc.
                                    161 Chestnut Street
                                    One City Centre, 3rd Floor
                                    Rochester, New York 14604
                                    Attention:  Senior Vice President,
                                    North American Carrier Services
                                    Facsimile # (585) 262-6263

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



                                       1
<PAGE>



         with a copy to:            Global Crossing Bandwidth, Inc.
                                    161 Chestnut Street
                                    One City Centre, 3rd Floor
                                    Rochester, New York 14604
                                    Attention: Manager, National Contract Admin.
                                    Facsimile # (585) 454-5825

         If to LimeLight:           LimeLight Networks, LLC
                                    8936 N. Central Avenue
                                    Phoenix, AZ 85020
                                    Attn: Gary Baldus, Vice President of
                                    Corporate Development
                                    Facsimile #: (602) 850-5001

4.   LimeLight's Minimum Periodic Charge, as last set out in Section 2 of
     Amendment #2, shall be modified as follows:

     "3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's October, 2002
           Billing Cycle, LimeLight shall be liable for the following minimum
           charge(s) per Billing Cycle for all of the Services (the "MINIMUM
           CHARGE").

            BILLING CYCLES                      MINIMUM CHARGE
            Oct, Nov & Dec, 2002                Per Amended Exhibit C(a)attached
                                                to this Amendment
            January, 2003 and each
            Bill Cycle thereafter               [ * ]

          If LimeLight's net charges (after any available discounts hereunder)
          for the Services during a Billing Cycle are less than the Minimum
          Charge, LimeLight shall pay the shortfall. Governmental assessments
          and surcharges, non-recurring charges, local loop and third party and
          regulatory pass-through charges are not included when calculating the
          Minimum Charge."

5.   LimeLight's IP Transit rates, last set out in Amended Exhibit C(a), of
     Amendment #2, shall be replaced in its entirety as set out in Amended
     Exhibit C(a) attached to this Amendment #6.

6.   LimeLight's Interconnection Entrance Facilities Pricing for DS-1/ T-1 / E-1
     last set out in Amended #1 Exhibit D, shall be deleted and specified in the
     new Exhibit C(a) as attached

7.   LimeLight requests subscription to Global Crossing's International Private
     Line Service as set out on Exhibit E, attached to this Amendment and may
     order specific circuits, in accordance with, and at the prices included in,
     the attached Private Line Service Order Form, incorporated into, and made a
     part of, this Amendment.

8.   LimeLight requests subscription to Global Crossing's Mid Span Meet Access
     Service as set out in Exhibit F attached to this Amendment #6.

9.   Global Crossing will extend NRC charges of [ * ] and above over a [ * ]
     period to ease the barrier to entry for new sites.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       2
<PAGE>


10.  Global Crossing agrees to waive the [ * ] revenue commitment for Colocation
     services for Limelight and agrees to replace the Agreement's Exhibit B
     number 9 as follows:

     RATES AND CHARGES: LimeLight shall be charged for Colocation Space at the
     rates set out below.

                            MONTHLY RECURRING CHARGES



                                           

MRC per Rack or Cabinet                      [ * ] (with [ * ] of power)
--------------------------------------------------------------------------------
Additional Power                             [ * ]
--------------------------------------------------------------------------------


                             NON RECURRING CHARGES:




                                           
NRC per Rack/Cabinet per site                 [ * ]
--------------------------------------------------------------------------------
Colocation Site                               [ * ]
--------------------------------------------------------------------------------
Make Ready Fee                                [ * ]
--------------------------------------------------------------------------------



     Dispatch Fees: [ * ] per hour (I hour minimum) for unmanned sites during
     business hours (Monday through Friday 8:00 am to 6:00 p.m.) and [ * ] per
     hour (2 hour minimum,) for unmanned sites during non-business hours and
     nationally recognized holidays.

11.   All revised rates are attached hereto and made a part hereof, and so long
      as LimeLight signs this Amendment and returns it to Global Crossing no
      later than the close of business on February 4, 2002, will be effective on
      a go forward basis with LimeLight's Billing Cycle commencing January 1,
      2003. In the event the Amendment is not returned by said date), the new
      rates will be effective with LimeLight's first full Biling Cycle following
      the execution of this Amendment #7 by Global Crossing.

12.  The revised IP Transit monthly recurring charges are effective as of
     LimeLights Billing Cycle commencing on January 1, 2003, so long as
     LimeLight signs this Amendment and returns it to Global Crossing no later
     than the close of business on February 4, 2002 In the event the Amendment
     is not returned by said date, the new rates will be effective with
     LimeLight's first full Biling Cycle following the execution of this
     Amendment #7 by Global Crossing.

13.  The balance of the Agreement and any executed amendments or addenda thereto
     not modified by this Amendment #7 shall remain in full force and effect.

14.  This Amendment #7 is effective as of the date signed by Global Crossing
     below.

Global Crossing Bandwidth, Inc.               LimeLight Networks, LLC.


By:  /s/ Gregory L. Spraetz                   By: /s/ William H. Rinehart
    -----------------------------------           -----------------------------
     Gregory L. Spraetz, Vice President           William H. Rinehart, President
     North American Carrier Services


Date:                                         Date:
      -------------------------------               ---------------------------


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       3
<PAGE>


                                                            Amended Exhibit C(a)
                                                                     Page 1 of 3
                        IP TRANSIT SERVICE RATE SCHEDULE
                               (CUSTOMER SPECIFIC)

1.   MONTHLY RECURRING CHARGES (MRC) AND NON-RECURRING CHARGES (NRC)

     a.   New DS-1 MRC & NRC, as set in the table below.




             MRC          NRC            CANCELLATION FEE    INTERCONNECTION FEE
FULL PIPE    1YEAR TERM   1YEAR TERM     1 YEAR TERM         1YEAR TERM
--------------------------------------------------------------------------------
                                                  
DS-1          [ * ]         [ * ]           [ * ]                [ * ]
--------------------------------------------------------------------------------

*Provided LimeLight orders its own local loop.

3.   MONTHLY RECURRING CHARGES (MRC)

     A.   New DS-3 / OC-x / FE and GE Committed Bandwidth IP Transit Pricing
          (MRC) $ Per Mbps.

          These prices are valid provided LimeLight's overall traffic ratio for
          all circuits is greater than or equal to [ * ] "Inbound Traffic" (from
          LimeLight to the Global Crossing backbone network) to "Outbound
          Traffic" (from the Global Crossing backbone network to LimeLight).

          Global Crossing retains the right to place any of LimeLight's Gigabit
          Ethernet traffic on a switch, rather than a router, until Global
          Crossing orders and installs a card to send such traffic to a router.
          In these situations, LimeLight will be required to provide an up to
          date forecast to Global Crossing on the future traffic growth over the
          next three (3) months of the particular port.

     B.   Each Billing Cycle, at Global Crossing's sole discretion, Global
          Crossing will measure LimeLight's [ * ] traffic ratio of all circuits.
          If such overall traffic ratio of all circuits is less then [ * ]
          "Inbound Traffic" (from LimeLight to the Global Crossing backbone
          network) to "Outbound Traffic" (from the Global Crossing backbone
          network to LimeLight), LimeLight will be assessed a [ * ] surcharge
          for all traffic on such circuits for such Billing Cycle.

     C.   Should LimeLight be assessed a surcharge, in accordance with Section
          1.C. above, for a period of [ * ] consecutive Billing Cycles, Global
          Crossing agrees, at it's sole discretion, to re-evaluate LimeLight's
          terms and conditions of this IP Transit Service.

     ALL IP TRANSIT CIRCUITS INTERCONNECTING TO THE LOCATIONS IDENTIFIED IN THE
     TABLES BELOW SHALL BE PRICED AT [ * ] Mbps




                                 NORTH AMERICA*
--------------------------------------------------------------------------------
POP                                            ADDRESS
--------------------------------------------------------------------------------
                      
ATL1                     250 Williams Street, Suite 2120, Atlanta, GA
--------------------------------------------------------------------------------
CHI1                     101 North Wacker Drive, Suite 310, Chicago, IL
--------------------------------------------------------------------------------
DAL1                     2323 Bryan Street, Suite 900, Dallas, TX
--------------------------------------------------------------------------------
JFK                      60 Hudson Street, Room 204, New York City, NY
--------------------------------------------------------------------------------
LAX1                     624 South Grand, Suite 1020, Los Angeles, CA
--------------------------------------------------------------------------------
PAO2                     529 Bryan Street, Palo Alto, CA
--------------------------------------------------------------------------------
SEA1                     2001 6th Avenue, Suite 1604, Seattle, WA
--------------------------------------------------------------------------------
SFO1                     274 Brannan Street, Suite 504, San Francisco, CA
--------------------------------------------------------------------------------
WDC2                     1220 L Street, 6th Floor, Washington D.C.
--------------------------------------------------------------------------------
NYC2                     111 Eighth Avenue, New York City, NY
--------------------------------------------------------------------------------
PHX1                     801 South 16th Street, Phoenix, Arizona
--------------------------------------------------------------------------------
*ALL OTHER NORTH AMERICAN LOCATIONS NOT LISTED ABOVE WILL BE PRICED AT [ * ].



*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       4
<PAGE>


                                                            Amended Exhibit C(a)
                                                                     Page 2 of 3






                                    EUROPE**

POP                                   ADDRESS
--------------------------------------------------------------------------------
         
AMS2        Joop Geesinkweg 401-404 1096 AX Amsterdam, The Netherlands
--------------------------------------------------------------------------------
CDG2        7-9 Rue Petit  92310 Clichy, Paris, France
--------------------------------------------------------------------------------
FRA2        Kleyerstrasse 82, Frankfurt, Germany
--------------------------------------------------------------------------------
LIN1        Via San Giusto 51, Milan, Italy
--------------------------------------------------------------------------------
LON3        2040 East India Dock Road E14 9YY, London, UK
--------------------------------------------------------------------------------
**ALL OTHER EUROPEAN LOCATIONS NOT LISTED ABOVE WILL BE ON AN INDIVIDUAL
CASE BASIS (ICB).






                            ALL EQUINIX LOCATIONS***
CITY                                                LOCATION
--------------------------------------------------------------------------------
                               
ASHBURN VA                        21711 Filigree Court Building F
--------------------------------------------------------------------------------
LOS ANGELES, CA                   600 W 7th Street
--------------------------------------------------------------------------------
DALLAS, TX(N)                     1950 Stemmons
--------------------------------------------------------------------------------
NEWARK, NJ(N)                     165 Halsey
--------------------------------------------------------------------------------
CHICAGO, IL(N)                    350 E Cermack
--------------------------------------------------------------------------------
SECAUCUS, NJ(N)                   275 Hartz Way Secaucus, NJ
--------------------------------------------------------------------------------
SAN JOSE, CA(N)                   11 Great Oaks
--------------------------------------------------------------------------------


***ALL OTHER EQUINIX LOCATIONS NOT LISTED ABOVE WILL BE ON AN ICB BASIS.

(N) THESE LOCATIONS MAY BE SUBJECT TO LOCAL ACCESS CHARGES. IF GLOBAL CROSSING
BUILDS OUT TO THESE FACILITIES WITH A ROUTER LIKE GLOBAL CROSSING HAS DONE FOR
LIMELIGHT IN THE ASHBURN, VA AND LOS ANGELES, CA LOCATIONS, THEN NO ADDITIONAL
LOCAL ACCESS CHARGES WILL APPLY.

     Note: Going forward, other locations that come to have the same
     characteristics as those listed in the above tables will be added to these
     tables periodically by Global Crossing.

D.   In return for the [ * ] rate above (or [ * ] as applicable), commencing
     January 1, 2003, Global Crossing will charge LimeLight for a minimum of
     [ *  ] per month whether [ * ] has been utilized or not. In addition, for
     all traffic above the [ * ] level, Global Crossing will charge Limelight
     at a rate of [ * ].

E.   Any circuits ordered within one (1) year of the expiration of the Initial
     Term of the Agreement (on or after August 29, 2003) will need Global
     Crossing's approval. Any circuit approved and ordered will have a term that
     is concurrent with the Term of -- this Agreement.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       5
<PAGE>

                                                            Amended Exhibit C(a)
                                                                     Page 3 of 3


DS-3 AND ABOVE NON-RECURRING CHARGES (NRC)




                                            INSTALL CHARGE
                      MINIMUM              1 YEAR        2 YEAR     CANCELLATION
PORT                  BANDWIDTH**          TERM          TERM           FEE
--------------------------------------------------------------------------------
                                                        
DS-3                  10 Mbps              [ * ]         [ * ]         [ * ]
--------------------------------------------------------------------------------
OC-3                  45 Mbps              [ * ]         [ * ]         [ * ]
--------------------------------------------------------------------------------
OC-12                 160 Mbps             [ * ]         [ * ]         [ * ]
--------------------------------------------------------------------------------
OC-48*                500 Mbps             [ * ]         [ * ]         [ * ]
--------------------------------------------------------------------------------
Fast Ethernet*        10 Mbps              [ * ]         [ * ]         [ * ]
--------------------------------------------------------------------------------
                 1 year term: 100 Mbps;
                 2 year term: 10 Mbps
Gigabit            months 1-6 and
Ethernet*            100 Mbps
                 for the balance
                   of the term(n)          [ * ]         [ * ]          [ * ]
--------------------------------------------------------------------------------


NOTES:

*OC-48, Fast Ethernet and Gigabit Ethernet ports are available at select
locations only.

**For DS-3 circuits and above, bandwidth can be purchased in increments of 5
Mbps above the minimum to the maximum bandwidth of the applicable circuit.

(n)All existing and new Gigabit Ethernet circuits will have a 100 Mbps minimum
on a go forward basis.

3.   BURSTABLE BILLING CALCULATION AND CHARGES

     A.   Burstable billing is available on DS-3 circuits and above. For
          Burstable billing, the table above represents the committed bandwidth
          rate. The total utilized bandwidth is derived from a 95/5 calculation
          as described below. The bandwidth utilized over and above the
          committed bandwidth amount, the bursted bandwidth, will be billed at
          100% of the committed bandwidth rate as described below. Volume price
          breaks do not apply if volume threshold is surpassed due to bursted
          bandwidth.

     B.   Upon completion of each Billing Cycle during the Term, Global Crossing
          shall calculate the Bursted Bandwidth Charge for such Billing Cycle
          applicable to the [ * ] of all circuits for which LimeLight has
          ordered burstable billing according to the following formula:

                        [ * ] Bursted Bandwidth Charge =

      (Total [ * ]Utilized Bandwidth* -- Total [ * ]Committed Bandwidth) x
             (Committed Bandwidth rate per Mbps for Circuits x 1.00)

         * Total [ * ]Utilized Bandwidth shall be calculated as follows:

          Global Crossing shall poll the Global Crossing routers for ingress and
          egress usage on each respective circuit approximately every five
          minutes. The [ * ] the ingress and egress numbers for each poll shall
          be stack ranked. Upon the close of each of LimeLight's Billing Cycles,
          the top 5% of the [ * ] ingress and aggregate egress usage numbers
          shall be discarded. The next highest measurement, the greater of the [
          * ]ingress or [ * ]egress, shall constitute the Total [ * ] Utilized
          Bandwidth for the applicable circuits for the applicable Billing
          Cycle.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       6
<PAGE>

                                                                       Exhibit E
                                                                     Page 1 of 7

                      SPECIFIC SERVICE TERMS AND CONDITIONS

                                       FOR

                              PRIVATE LINE SERVICE

Private Line Service. These are the specific terms and conditions for Private
Line Service, together with the Order Form shall become an Appendix to the
Agreement.

I.  SPECIFIC SERVICE TERMS AND CONDITIONS

1.   Private Line Service provides point-to-point connectivity over a dedicated
     circuit between city pairs (for example, New York -- London, Amsterdam -
     Rotterdam) on the Global Crossing Network. Availability of specific city
     pairs will be confirmed with Global Crossing at time of order. Support and
     maintenance are provided by the Global Crossing Customer Support Center.

2.   Circuits may be available at speeds of T1, E1, E3, DS3, STM1/OC3,
     STM4/OC12, or STM16/OC48 depending upon capacity available and geographical
     reach. Lower speeds may be available in certain circumstances upon
     Limelight inquiry. Availability will be confirmed with Global Crossing at
     time of order. The selected type of service, pricing and length of circuit
     term commitment shall be specified on the Order Form. At the conclusion of
     the circuit term commitment (or any extension thereof) for any Service,
     such circuit term commitment shall automatically be extended at the same
     rates, terms and conditions for subsequent [ * ] periods unless terminated
     by either Party upon written notice delivered not less than sixty (60) days
     prior to the expiration of the current circuit term commitment (or any
     extension thereof). The Service is designed to comply with ETSI and ITU-T
     recommendations, including specifically ITU-T recommendation G.826 for
     error performance.

4.   The Service is further subdivided between Global Crossing POP to Global
     Crossing POP Service ("POP to POP") and Limelight Premises to Limelight
     Premises Service ("Prem to Prem") categories. Limelight's selection between
     these two options shall be indicated on the Order Form.

     4.1  "POP to POP" is between Global Crossing POPs, with Limelight
          self-provided or self-arranged local access.

          4.1.1 Where Limelight chooses "POP to POP" Service, Global Crossing
               will charge a POP Interconnection Fee, which is a monthly
               recurring charge ("MRC") for access connections involving third
               party vendors. This POP Interconnection Fee is chargeable in
               respect of the cross-connection between the access vendor's
               circuit and the Global Crossing Network, and (if applicable) in
               respect of the allocation to Limelight of capacity from an access
               vendor already co-located at a Global Crossing POP. The POP
               Interconnection Fee varies depending upon the circuit speed of
               the access connection and can be found in Amendment 1 Exhibit D.

     4.2  If local loop access at each end of the circuit to Limelight's
          premises is supplied by Global Crossing on a Global Crossing-owned
          city ring or Metro Network, the Service will also be classified as
          "POP to POP".


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       7
<PAGE>


                                                                       Exhibit E
                                                                     Page 2 of 7

     4.3  "Prem to Prem" incorporates the local loop connection from Limelight
          Interface to the Global Crossing POP over facilities not owned by
          Global Crossing. Availability of "Prem to Prem" is dependent upon
          availability of SDH/SONET local access circuits from third party
          suppliers which are resold by Global Crossing. Limelight may select
          "POP" access or "Prem" access at either end of a circuit. Selection of
          "Prem" access at either end of a circuit over facilities not owned by
          Global Crossing shall mean that the Service will be classified as
          "Prem to Prem."

          4.3.1 Where "Prem" access is requested from Global Crossing over
               resold local access circuits, Global Crossing selects the third
               party supplier. In the event Limelight specifies a local access
               supplier not approved by Global Crossing, the "Prem" access
               guarantees are not available.

     4.4  If Limelight requests "Prem" access (i.e., local loop) from Global
          Crossing, whether on a Global Crossing-owned city ring or Metro
          Network, or on a resold basis, and it is available, the "Prem" access
          details shall be recorded in the Access Sections of the Order Form.

     4.5  For "POP to POP" the Limelight Interface is --

          4.5.1 At the Global Crossing Digital Distribution Frame for bandwidths
               lower than OC3/STM1, or the Global Crossing Optical Distribution
               Frame for OC3/STM1 and higher bandwidths, both of which are
               located within the Global Crossing POP. The local access circuit
               or other connection to Limelight's equipment, whether located at
               Limelight's premises or a telehouse, is the responsibility of
               Limelight. (Global Crossing will maintain the cross-connection
               used for POP Interconnection); or

          4.5.2 At the Network Terminating Point (NTP) located on Limelight's
               premises if "Prem" access is provided by Global Crossing over a
               Global Crossing-owned city ring or Metro Network at both ends of
               the circuit. Global Crossing will provision and install a Network
               Terminating Unit ("NTU") at the NTP. Cabling and maintenance from
               the NTU to Limelight's equipment is the responsibility of
               Limelight.

     4.6  For "Prem to Prem" Limelight's Interface is at the NTP located on
          Limelight's premises. Global Crossing will provision and install an
          NTU at the NTP. Cabling and maintenance from the NTU to Limelight's
          equipment is the responsibility of Limelight.

II.  SERVICE LEVEL AGREEMENT:

1.   Maintenance. Global Crossing provides a coordinated, single point of
     contact maintenance function for Limelight on a 7 day x 24 hour x 365 day
     basis, which will be identified to Limelight. Maintenance support is on a
     circuit level basis between Limelight Interfaces.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       8
<PAGE>


                                                                       Exhibit E
                                                                     Page 3 of 7

2.   Installation

     2.1  Installation Provisioning

          2.1.1  "POP to POP". Global Crossing commits to provision a "POP to
                 POP" circuit on the mutually agreed RFS Date (sometimes also
                 referred to by Global Crossing as "Limelight Commit Date")
                 following Global Crossing's acceptance of Limelight's order.

                 2.1.1.1 Requested service date(s) recorded on the Order Form do
                         not establish the RFS Date/Limelight Commit Date.
                         Instead, the Global Crossing and Limelight Project
                         Managers for the Service shall agree upon the specific
                         RFS Date/Limelight Commit Date following order
                         acceptance.

                 2.1.1.2 The mutually agreed RFS Date/Limelight Commit Date for
                         provisioning a "POP to POP" circuit is typically within
                         30-45 days of order acceptance. This guarantee excludes
                         testing and circumstances where Limelight is not ready
                         to receive or use the circuit.

                 2.1.1.3 Orders for changes in existing private line
                         configurations are accepted within the absolute
                         discretion of Global Crossing; if accepted, the change
                         will be completed within the same time period as for an
                         initial installation. Global Crossing's customary
                         charges will apply for the change.

          2.1.2  "Prem to Prem". Global Crossing commits to provision a "Prem to
                 Prem" circuit on the mutually agreed RFS Date/ Limelight Commit
                 Date following Global Crossing's acceptance of Limelight's
                 order.

                 2.1.2.1 Requested service date(s) recorded on the Order Form do
                         not establish the RFS Date/Limelight Commit Date.
                         Instead, the Global Crossing and Limelight's Project
                         Managers for the Service shall agree upon the specific
                         RFS Date/Limelight Commit Date following order
                         acceptance.

                 2.1.2.2 The mutually agreed RFS Date/Limelight Commit Date for
                         provisioning a "Prem to Prem" circuit is typically
                         within 60-90 days of order acceptance, including local
                         access circuits. This guarantee excludes testing and
                         circumstances where the Limelight is not ready to
                         receive or use the circuit.

          2.1.3  Orders for changes in existing private line configurations are
                 accepted within the absolute discretion of Global Crossing; if
                 accepted, the change will be completed within the same time
                 period as for an initial installation. Global Crossing's
                 customary charges will apply for the change.

     2.2  Installation Credits. If the provisioning times stated in Section
          2.1.1.2 are not met, Global Crossing will issue a credit to Limelight
          according to the following schedule:




Number of Calendar Days            Percentage Credit on
RFS Date Exceeded                  Installation Charge
--------------------------------------------------------------------
                                
1 -- 7                             [ * ]
--------------------------------------------------------------------
8 -- 14                            [ * ]
--------------------------------------------------------------------
15 -- 30                           [ * ]
--------------------------------------------------------------------
Greater than 30                    [ * ]
--------------------------------------------------------------------



*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       9
<PAGE>

                                                                       Exhibit E
                                                                     Page 4 of 7

     2.3  Exclusions on Credits. No Provisioning SLA credits apply in the
          following circumstances:

          (a)  Where the completed service order is modified by or at the
               initiative of Limelight after its original completion;

          (b)  Where Limelight is not ready to receive or use the circuit; and

          (c)  Where Limelight site connection on a Global Crossing-owned city
               ring or Metro Network has not been fully completed.

3.   Availability

     3.1  Guarantee of Availability. Global Crossing guarantees circuit
          availability at the following levels:

          "POP TO POP" SERVICE -- [ * ]
          "PREM TO PREM" SERVICE -- [ * ]

          3.1.1  East Asia Crossing ("EAC"). EAC "POP to POP" Service is
                 guaranteed at [ * ]availability prior to EAC ring closure. EAC
                 "POP to POP" Service is guaranteed at [ * ]following EAC ring
                 closure.

     3.2  Measurement. Circuit availability is a measure of the relative amount
          of time a circuit is available for Limelight use during a thirty (30)
          calendar day month.

     3.3  Service Outage Credit. Subject to the Credit Limits and Exclusions
          described below, and to Limelight's compliance with Incident Reporting
          Procedures described below, Global Crossing will issue a credit for
          Outages according to the following Schedules, as applicable to the
          specific type of Service ordered by Limelight:




                "POP TO POP" SERVICE                                      "PREM TO PREM" SERVICE
---------------------------------------------------------------------------------------------------------------
      PERIOD OF OUTAGE         PERCENT CREDIT OF MRC         PERIOD OF OUTAGE             PERCENT CREDIT OF MRC
---------------------------------------------------------------------------------------------------------------
                                                                                  
0 -- 4.32 Minutes                      [ * ]           0 -- 44 Minutes                            [ * ]
---------------------------------------------------------------------------------------------------------------
4.33 -- 240 Minutes                    [ * ]           45 -- 240 Minutes                          [ * ]
---------------------------------------------------------------------------------------------------------------
241 -- 480 Minutes                     [ * ]           241 -- 480 Minutes                         [ * ]
---------------------------------------------------------------------------------------------------------------
481 Minutes or More                    [ * ]           481 Minutes or More                        [ * ]
---------------------------------------------------------------------------------------------------------------


          Each credit is calculated per affected circuit, based on cumulative
          circuit Outage duration in a given month, and is represented as a
          credit to the MRC for the affected circuit. Each Outage credit will be
          measured from the time that Global Crossing receives notice from the
          Limelight of actual circuit unavailability and a "Trouble Ticket" is
          established, until circuit availability is restored by Global
          Crossing.

          If, in any one month period, LimeLight experiences one continuous
          unplanned outage in excess of [ * ]hours, OR in any consecutive [ *
          ]period, LimeLight experiences [ * ]continuous unplanned outages in
          excess of [ * ]due to circumstances other than force majeure (the
          "MAXIMUM OUTAGE"), LimeLight may choose to terminate the affected
          circuit without penalty provided that written notice is provided to
          Global Crossing within [ * ]days of the last Maximum Outage. If after
          [ * ]days from the last Maximum Outage, LimeLight has not provided
          written notice to Global Crossing, LimeLight waives the right to
          terminate the circuit

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       10
<PAGE>

                                                                       Exhibit E
                                                                     Page 5 of 7

     3.4  Exclusions. The following Outages are excluded from Availability SLA
          credit eligibility:

          (a)  Outages attributable in whole or in part to Limelight's premises
               equipment (whether or not owned by Limelight), or to local access
               facilities ordered directly by Limelight;

          (b)  Outages attributable to a local loop circuit which is not SDH or
               SONET;

          (c)  Outages attributable in whole or in part to any act or omission
               of Limelight or any third party, including but not limited to,
               Limelight's agents, contractors or vendors;


          (d)  Outages attributable to Global Crossing network maintenance, both
               scheduled and emergency maintenance;

          (e)  Force majeure events, as described in the Agreement; and

          (f)  Outages attributable to "Off-Net Circuits," that is, circuits
               provided by third-party suppliers where the circuits are either
               (i) international circuits, or (ii) long-haul domestic circuits.
               (Local loop access circuits provided by third party suppliers are
               not considered Off-Net Circuits.) If Limelight purchases a
               circuit to a PoP that is not on-net to Global Crossing (for
               example Fargo, ND) the portion of the circuit that is not on GC's
               network would not be covered by our SLA. Limelight may choose not
               to purchase circuits to off-net PoPs if this is a concern.

     3.5  Additional Eligibility Rules

          3.5.1  Availability guarantee on STM4/OC12 and STM16/OC48 circuits is
                 limited to the "POP to POP" Service guarantee. STM4/OC12 and
                 STM16/OC48 circuits are not eligible for a "Prem to Prem"
                 Service guarantee. At such time in the future as Global
                 Crossing offers a "Prem to Prem" Service guarantee on STM4/OC12
                 circuits, and STM16/OC48 Limelight will be notified.

          3.5.2  In Japan, Limelight's subscribing to NTT East Digital Access
                 Service will not be eligible for a "Prem to Prem" Service
                 guarantee.

          3.5.3  East Asia Crossing. Please refer to Section 3.1.1, above.

          3.5.4  Whenever a "Prem to Prem" Service guarantee is not available
                 (for example, when SDH or SONET access circuits cannot be
                 provisioned by Global Crossing), Limelight shall automatically
                 receive the "POP to POP" Service guarantee on its POP to POP
                 circuits.
4 Credit Limits.

     4.1  In no event may the credits provided for hereunder exceed Limelight's
          total Monthly Recurring Charge for any covered circuit that is
          affected. Credits are calculated after deduction of all discounts and
          other special pricing arrangements, and are not applied to
          governmental fees, taxes, surcharges and similar additional charges.

     4.2  Exclusive Remedy. These credits are Limelight's exclusive remedy with
          respect to items covered by this Service Level Agreement.


     4.3  Global Crossing issued credits will be made available on the next bill
          or as promptly thereafter as possible.

     4.4  Limelight is responsible for providing Global Crossing a written
          request for a credit under this SLA within [ * ] of the suspected
          failure.

     4.5  Global Crossing shall issue only one credit for qualifying occurrences
          in any billing month, regardless of the time of occurrence.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       11
<PAGE>
                                                                       Exhibit E
                                                                     Page 6 of 7

III.  ORDER CANCELLATION CHARGES

      Limelight acknowledges that Global Crossing commenced provisioning of
      Limelight's order for Service in reliance upon Limelight's commitment for
      the Service. In the event of cancellation of Limelight's Service order for
      any reason, Limelight shall be liable to pay Global Crossing, as
      liquidated damages, actual costs incurred in reliance upon Limelight's
      order, plus a percentage of the Installation Charge according to the
      following schedule:



                    TIME OF CANCELLATION                  % OF INSTALLATION FEE
-------------------------------------------------------- -----------------------
                                                      
Before Order Confirmation                                         [ * ]
After Order Confirmation                                          [ * ]
After 50% of period from Order Confirmation to RFS Date           [ * ]
After 75% of period from Order Confirmation to RFS Date           [ * ]
Two Days or Less Before RFS Date                                  [ * ]


IV.   BILLING COMMENCEMENT

      Before the original RFS Date/Limelight Commit Date for a POP to POP or a
      Prem to Prem circuit, Limelight may, upon prompt written notice to Global
      Crossing, postpone the scheduled implementation date for that location. If
      Limelight postpones any scheduled implementation date for more than thirty
      (30) days beyond the original RFS Date/Limelight Commit Date, then the
      Thirty First (31st) day following the original RFS Date/Limelight Commit
      Date shall be deemed the Service Commencement Date and Global Crossing
      shall be entitled to commence billing for the Service on that date,
      regardless of whether or not Limelight has commenced using the Service.

V.    ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ORDERING "PREM" ACCESS FROM
      GLOBAL CROSSING

      1.    Ordering "Prem" Access from Global Crossing.. Where Limelight orders
            "Prem" access from Global Crossing, details of locations, type of
            access, service speeds, pricing etc. associated with the "Prem"
            access shall be listed on the Access Sections of the Order Form.
            (Upon Limelight signature of (i) the Order Form (including completed
            Access Sections) and (ii) these Specific Terms and Conditions,
            Limelight shall not be required to execute a further "Access
            Appendix" under the Agreement for the "Prem" access.)

      2.    Conditions to "Prem" Access Orders. Limelight understands and
            acknowledges that "Prem" local loop access is offered by Global
            Crossing on an "as available" basis and, where not supplied by
            Global Crossing directly via a city ring or Metro Network, is
            dependent upon the supply of access services from third party
            vendors. Likewise, service speeds for the "Prem" access are offered
            on an "as available" basis. Finally, Service Level Agreements under
            this Appendix include local circuits only where the local circuits
            are both (i) ordered and installed by Global Crossing as part of
            supply of "Prem" access, and (ii) SDH/SONET circuits.

      3.    Physical Access at Circuit Location Address.

            A.    In addition to its general responsibility to afford physical
                  access to Global Crossing or its third party vendor, Limelight
                  is responsible for arranging physical access to any of the
                  rights of way, conduit and/or equipment space necessary to
                  provide Service to Limelight's Circuit Location Address (that
                  is, the Limelight-specified location of Limelight Interface)
                  to support installation, repair, maintenance, inspection,
                  replacement or removal of any and all facilities and/or
                  equipment for the Service provided by Global Crossing or its
                  third party vendor. Access to such site shall be made
                  available at a time mutually agreeable to Limelight and Global
                  Crossing or its third party vendor. Global Crossing and/or its
                  third party vendor shall also have the right to obtain access
                  to cable installed in Limelight-provided conduit at any splice
                  or junction box.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       12
<PAGE>

                                                                       Exhibit E
                                                                     Page 7 of 7

            B.    Unless otherwise agreed by Limelight and Global Crossing in
                  writing, Limelight shall provide the necessary space, conduit
                  and electrical power required to terminate and maintain the
                  facilities and NTU used to provide Service to a Circuit
                  Location Address without charge or cost to Global Crossing.
                  The space, conduit and power shall be available to Global
                  Crossing on a timely basis. Limelight shall be responsible for
                  assuring that the equipment space and associated facilities,
                  conduit and rights of way which it is providing are a safe
                  place to work and are protected against fire, theft, vandalism
                  or other casualty, and that the use thereof complies with all
                  applicable laws, rules and regulations and with all applicable
                  leases or other contractual Agreements.

      4.    Pricing.

            A.    IN ADDITION TO THE ONE-TIME INSTALLATION CHARGE AND MONTHLY
                  RECURRING CHARGE, AS SET FORTH ON THE ORDER FORM FOR THE
                  "PREM" ACCESS, LIMELIGHT ORDERING "PREM' ACCESS SHALL ALSO BE
                  RESPONSIBLE FOR MISCELLANEOUS CHARGES. MISCELLANEOUS CHARGES
                  SHALL INCLUDE ANY CHARGES FOR SPECIAL CONSTRUCTION
                  REQUIREMENTS, EXPEDITE REQUESTS, INSIDE WIRE EXTENSIONS, OR
                  THE LIKE. NOTWITHSTANDING THE ABOVE, THE MISCELLANEOUS CHARGES
                  SHALL NOT BE GREATER THAN [ * ] OF THE LISTED COSTS IN THE
                  ORDER FORM UNLESS APPROVED IN WRITING LIMELIGHT OR LIMELIGHT
                  WILL HAVE THE RIGHT TO CANCEL THE ORDER FORM IN PARTS OR AS A
                  WHOLE WITH OUT ANY PENALTY.

            B.    Limelight acknowledges that the charges set forth on the Order
                  Form are based upon the best current information available to
                  Global Crossing. Global Crossing reserves the right to vary
                  its charges for "Prem" access at any time, upon thirty days'
                  advance written notice. If the charges vary greater than [ * ]
                  of the listed charges set forth in the Order Form then
                  Limelight will have the right to cancel the Order Form in
                  parts or as a whole with out any penalty.

            C.    Pricing for the Private Line Service (Continental US) is based
                  upon the length of the circuit term commitment according to
                  the following rate schedule.

            TIER 1 PRICING is applicable for circuits that both originate and
            terminate in one of the Tier 1 Cities. Tier 1 Cities are the
            following U.S. cities (as cities may be added to and deleted from
            the list by Global Crossing from time to time): [ * ].

            TIER 2 PRICING is applicable for circuits that do not originate and
            terminate in any of Tier 1 Cities and for any circuit which has one
            segment originating or terminating in any Tier 1 Cities.



                  TIER 1 PRICING          TIER 2 PRICING
    CIRCUIT       DSO MILE RATE           DSO MILE RATE        MINIMUM MONTHLY
    CAPACITY   1 YEAR        2 YEAR    1 YEAR        2 YEAR   CHARGE PER CIRCUIT
    --------   ------        ------    ------        ------   ------------------
                                               
       DS-1    [ * ]         [ * ]     [ * ]         [ * ]          [ * ]
       DS-3    [ * ]         [ * ]     [ * ]         [ * ]          [ * ]
       OC-3    [ * ]         [ * ]     [ * ]         [ * ]          [ * ]
      OC-12    [ * ]         [ * ]     [ * ]         [ * ]          [ * ]
      OC-48    [ * ]         [ * ]     [ * ]         [ * ]          [ * ]


Note: Pricing is per DS-0 mile rate times the V & H mileage for specific city
pairs.



      NON-RECURRING CHARGES        INSTALLATION     EXPEDITE
      ---------------------        ------------     --------
                                              
            DS-1                      [ * ]           [ * ]
            DS-3                      [ * ]           [ * ]
            OC-3                      [ * ]           [ * ]
            OC-12                     [ * ]           [ * ]
            OC-48                     [ * ]           [ * ]


              Installation charges are per end.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       13
<PAGE>
                                                                       Exhibit F
                                                                     Page 1 of 6

                          MID SPAN MEET ACCESS SERVICE

All Mid Span Meet facilities are pending Global Crossing's Engineering approval
based upon the information provided to Global Crossing by Limelight in the
Service Inquiry Form. Any approved facilities shall be presented to Limelight as
an amendment pursuant to Section A Subdivision 2 below.

                              TERMS AND CONDITIONS

      A.    SERVICE OVERVIEW

            1.    Global Crossing shall provide Mid Span Meet Access Service
                  ("MSM Access" or "Service") to Limelight, consisting of
                  connectivity between the Global Crossing network Point of
                  Presence ("Global Crossing POP") and a Network Fiber
                  Distribution Panel ("NFDP") owned and maintained by Global
                  Crossing on Global Crossing Premises. The connectivity is
                  accomplished by a fiber jumper cable supplied by Global
                  Crossing. The connection at the Global Crossing POP is to
                  circuit(s) previously purchased, or subscribed for, by
                  Limelight. MSM Access is available for connections to the
                  Global Crossing network at the optical level (speeds of OC-3
                  or higher) only. The connection at GC's PoP can also include
                  connections to customer's colocated equipment in GC space but
                  does not include connections to GC's local access facilities.

            2.    This Exhibit contains the general terms and conditions
                  applicable to MSM Access. Separate MSM Access Schedules
                  ("Schedules") may be attached hereto from time to time
                  covering each separate site where MSM Access will be
                  established. All Schedules, upon their execution by both
                  Parties, shall be incorporated herein and shall become a part
                  hereof.

            3.    Connectivity provided by Global Crossing terminates on the
                  Limelight side of the NFDP (the "Limelight Interface") in
                  Global Crossing Premises. The demarcation point is the NFDP in
                  Global Crossing's POP. Limelight is responsible for handing
                  off an acceptable interconnecting signal and installing the
                  fiber in accordance with the requirements of this Exhibit.

            4.    Limelight, or Limelight's subcontractor, is responsible for
                  (a) bringing interconnecting fiber to Global Crossing
                  Premises, which shall be identified to Limelight by street
                  address, floor and room number (if applicable), and (b)
                  installing the interconnecting fiber at the Limelight
                  Interface using appropriate Local Access Interface Equipment.
                  There will be no charges associated with this from Global
                  Crossing unless specified in the Make-Ready Fee to enable
                  Limelight to accomplish the above.

            5.    Limelight understands and acknowledges that MSM Access is
                  offered by Global Crossing on an "as available" basis.

            6.    Rates and charges for MSM Access are as set forth in Section C
                  of these Terms and Conditions, unless otherwise modified for a
                  specific site in the Schedule for such site.

            7.    Initial Capitalized Terms used herein shall have the meaning
                  set forth in Section H hereof.


                                       15
<PAGE>
                                                                       Exhibit F
                                                                     Page 2 of 6

      B.    TERM

            The term of a Service with respect to each specific site shall be as
            set forth in the applicable Schedule and shall commence on the
            Service Commencement Date (the "Commencement Date"), but shall be
            immediately terminable by Global Crossing upon the termination,
            expiration or cancellation for any reason of any (i) underlying
            agreement between Global Crossing and any other party involving
            Global Crossing's continued use of the Facility, (ii) the agreement
            to which this Exhibit is attached, or (iii) this Exhibit. Following
            the expiration of the term for a Service as set forth in the
            Schedule for a Service, the term for such Service shall
            automatically renew on a [ * ] basis in accordance with the same
            terms and conditions specified herein, unless terminated by either
            Party upon sixty (60) days prior notice to the other Party.

            Global Crossing shall not be liable to Limelight in any way as a
            result of Global Crossing's failure (for any reason) to tender
            possession of the Service on or before the scheduled commencement
            date listed in the MSM Access Schedule.

      C.    CHARGES AND PAYMENT

            1.    The charges for each Service are as follows:

                  a.    A monthly recurring charge of [ * ] per protected
                        circuit (four fibers) or [ * ] per unprotected circuit
                        (two fibers) will be assessed to Limelight's account
                        upon the scheduled commencement date. This will be for
                        all physical fiber based cross connects.

                  b.    A one-time Non-Recurring Charge of US [ * ] for the
                        first 24 fiber positions on an NFDP will be assessed to
                        Limelight's account upon Limelight's execution of the
                        Schedule(s) for the Facility. If additional assignments
                        are needed the NRC is [ * ] for each additional 24 fiber
                        positions required on NFDP assignments.

                  c.    If applicable, Limelight shall pay Global Crossing the
                        amount set forth in each executed MSM Schedule for the
                        cost of engineering or improvements to the Space
                        required to be made by Global Crossing in order to
                        accommodate Limelight's Mid Span Meet into the Space
                        (the "Make-Ready Fee"). The Make-Ready Fee shall be
                        payable to Global Crossing upon the scheduled
                        commencement date.

                  d.    Fee for Return to Pre-existing Condition: Upon
                        termination or expiration of a Service, Limelight shall
                        pay to Global Crossing all reasonable costs and expenses
                        of Global Crossing to return the Premises to its
                        pre-existing condition prior to the grant to Limelight
                        of the rights hereunder, reasonable wear and tear
                        excepted.

                  e.    Dispatch Fees: [ * ](one-hour minimum) for unmanned
                        sites during business hours (Monday-Friday, 8:00 am to
                        6:00 pm) and [ * ](two-hour minimum), for unmanned sites
                        during non-business hours and nationally recognized
                        holidays.

                  f.    All charges are exclusive of any and all applicable
                        taxes and regulatory surcharges (if any) which Global
                        Crossing is permitted or obliged to pass on to
                        Limelight.

            2.    Cancellation Charges: Limelight acknowledges that Global
                  Crossing shall commence provisioning of Limelight's order for
                  MSM Access in reliance upon Limelight's commitment for the
                  Service. In the event of cancellation of Limelight's Service
                  order for any reason after the scheduled commencement date,
                  but before the payment of the non-recurring charge set forth
                  in Section C(1) hereof, Limelight shall be liable to pay to
                  Global Crossing, as liquidated damages, the sum of [ * ]


                                       16

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>
                                                                       Exhibit F
                                                                     Page 3 of 6

      D.    LIMELIGHT RESPONSIBILITIES

            Limelight shall fulfill the following responsibilities:

            1.    Upgrade Limelight-provided fiber or equipment as necessary to
                  support the Service in conformity with specifications for the
                  NFDP, and/or as specified by Global Crossing, and/or as
                  necessary to link successfully to Limelight's premises.

            2.    Arrange access to the building housing Global Crossing's
                  Premises in order to bring its interconnecting fiber to Global
                  Crossing's Premises, and perform installation of the
                  interconnecting fiber at Global Crossing's Premises itself, or
                  through a subcontractor identified to Global Crossing and
                  approved by Global Crossing (not to be unreasonably withheld),
                  at a date and time acceptable to Global Crossing, and subject
                  to Global Crossing supervision at all times while within
                  Global Crossing's Premises.

            3.    Upon Global Crossing's or its subcontractor's request,
                  participate in any testing procedures for purposes of
                  installation, testing, Service Commencement or maintenance.

            4.    Use a Service only in conjunction with Services provided by
                  Global Crossing. Limelight may not use the MSM Access for any
                  other purpose without the prior written consent of Global
                  Crossing, which consent may be withheld in Global Crossing's
                  sole discretion. Failure to obtain the prior written consent
                  of Global Crossing shall be deemed a material breach of this
                  Exhibit, and Global Crossing may pursue any legal or equitable
                  remedy available to it, including immediate removal of
                  impermissible cross-connects or interconnections and the
                  immediate termination or suspension of this Exhibit or the
                  underlying agreement to which this Exhibit is attached.

            5.    Comply, and ensure that its subcontractors, employees, agents
                  and invitees comply, with all safety, security and access
                  rules regarding Global Crossing's Premises, including, without
                  limitation, any rules or regulations of the landlord in the
                  building where the Premises are located. Global Crossing may
                  remove any personnel of Limelight, its agents, or
                  subcontractors not in compliance with its rules and
                  regulations, and may prohibit access by any person at its
                  discretion.

            6.    Limelight shall not cause any harm to the Facility or third
                  parties.

            7.    Limelight shall not interfere in any way with Global
                  Crossing's use or operation of the Facility or with the use or
                  operation of any third party facilities.

            8.    Limelight shall be in full compliance with telecommunications
                  industry standards, NEC and OSHA requirements, and in
                  accordance with Global Crossing's requirements and
                  specifications.

            9.    Upon termination of this Exhibit or any Schedules for any
                  reason, all rights, title and interest in the NFDP shall
                  remain with Global Crossing.


                                       17
<PAGE>
                                                                       Exhibit F
                                                                     Page 4 of 6

      E.    MAINTENANCE

            Global Crossing provides a coordinated, single point of contact
            maintenance function for Limelight on a 7 day x 24 hour x 365 day
            basis, which will be identified to Limelight. Maintenance support
            is: (a) between the Global Crossing network POP and the Global
            Crossing side of the NFDP, and (b) on the NFDP itself. Global
            Crossing may at its sole discretion suspend the provision of a
            Service (or any part thereof) for reasons of network or equipment
            modification, or preventive, or emergency maintenance. Limelight
            shall not make any alterations, changes, additions or improvements
            to the Facility without Global Crossing's prior written consent.

      F.    INSURANCE, INDEMNITY AND DAMAGE TO FACILITY

            1.    While this Exhibit or any Service is in effect, Limelight
                  shall maintain in force and effect policies of insurance as
                  follows:

                  a.    Comprehensive General Liability Insurance, including
                        contractual liability and broad property damage,
                        covering personal injury or death and property damage,
                        with a combined single limit of at least [ * ]; and

                  b.    Worker's Compensation Insurance with limits required by
                        the laws of the state in which the Facility is located.

                  The liability insurance shall name Global Crossing as an
                  additional insured and shall be primary insurance, and Global
                  Crossing's insurance shall not be called upon for contribution
                  towards any such loss. Limelight's insurer shall provide
                  Global Crossing with at least ten (10) days prior written
                  notice of cancellation or change in coverage. All insurance
                  required of Limelight shall be evidenced by certificates of
                  insurance provided to Global Crossing.

            2.    Limelight shall be liable for and shall indemnify, defend and
                  hold Global Crossing harmless from and against any and all
                  claims, demands, actions, damages, liability, judgments,
                  expenses and costs (including reasonable attorneys fees)
                  arising from (i) Limelight's use of the Service or (ii) any
                  damage or destruction to the Premises, Global Crossing's
                  network or to the Facility or any property or equipment
                  therein caused by or due to the acts or omissions, negligent
                  or otherwise of Limelight, its employees, agents or
                  representatives, invitees, or subcontractors.

            3.    THE SERVICE IS PROVIDED "AS IS". GLOBAL CROSSING MAKES NO
                  WARRANTY, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT, AND GLOBAL
                  CROSSING EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
                  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Global
                  Crossing's entire liability and Limelight's exclusive remedies
                  against Global Crossing for any damages arising from any act
                  or omission related to this Exhibit or any Schedule,
                  regardless of the form of action, shall not exceed in any case
                  the NRCs paid by Limelight hereunder.


                                       18

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
                                                                       Exhibit F
                                                                     Page 5 of 6

            4.    If the Facility or the Premises is damaged by fire or other
                  casualty, Global Crossing shall give immediate notice to
                  Limelight of such damage. If Global Crossing's landlord or
                  Global Crossing exercises an option to terminate the lease
                  therefore due to such damage, or Global Crossing's landlord or
                  Global Crossing decides not to rebuild the Facility or the
                  Premises, the Schedule shall terminate as of the date of such
                  exercise or decision as to the affected Premises. If neither
                  the landlord of the affected Facility nor Global Crossing
                  exercises the right to terminate or not to rebuild, the
                  landlord or Global Crossing, as applicable, shall repair the
                  Facility and/or the Premises to substantially the same
                  condition as prior to the damage, completing the same with
                  reasonable speed. In the event that such repairs are not
                  completed within a reasonable time, Limelight shall thereupon
                  have the option to terminate the Schedule and such option
                  shall be the sole remedy available to Limelight against Global
                  Crossing hereunder relating to such failure. If the Service or
                  any portion thereof shall be rendered unusable by Limelight by
                  reason of such damage, the MRC for such Service shall
                  proportionately abate for the period from the date of such
                  damage to the date when such damage shall have been repaired
                  for the portion of the Service rendered unusable or until the
                  decision to not repair such Service is communicated to
                  Limelight by Global Crossing.

      G.    GENERAL TERMS

            1.    Title. Nothing in this Exhibit or in any Schedule shall create
                  or vest in Limelight any right, title or interest in the
                  Service or its configuration, or in the Premises, or the
                  Facility, other than the right to use the same during the term
                  of the applicable Schedule under the terms and conditions of
                  this Exhibit.

            2.    Compliance with Laws and Regulations. Each Party will comply
                  with all applicable laws, regulations, rules, and ordinances.
                  Without limiting the foregoing, Limelight shall not utilize
                  the Facility for any unlawful purposes, nor shall Limelight
                  assign, mortgage, sublease, encumber or otherwise transfer any
                  right granted hereunder.

      H.    DEFINITIONS

            As used in this Agreement, the following Initial-Capitalized terms
            shall have the meanings ascribed to them:

            "EXHIBIT" means this MSM Access Exhibit between Global Crossing and
            Limelight, attached to and incorporated into the Agreement between
            Limelight and Global Crossing.

            "LIMELIGHT" means the Limelight identified on the first page of this
            Exhibit.

            "LIMELIGHT INTERFACE" means the Limelight side of the NFDP.

            "EFFECTIVE DATE" means the date on which this Exhibit and the
            Applicable MSM Access Schedule is signed by Global Crossing.

            "FACILITY" means the building where the Premises are located.

            "GLOBAL CROSSING" means Global Crossing Bandwidth, Inc. and any
            company under common control, directly or indirectly, with Global
            Crossing which supports it in the provision of the Service.

            "GLOBAL CROSSING POP" means a network Point of Presence maintained
            by Global Crossing. A Global Crossing POP may also incorporate
            Telehouse functionality, where Global Crossing determines to
            establish a Global Crossing POP supporting MSM Access at a
            Telehouse.


                                       19
<PAGE>


                                                                       Exhibit F
                                                                     Page 6 of 6

            "LOCAL ACCESS INTERFACE EQUIPMENT" means a jack or "tie down" for
            purposes of connecting a circuit at the Limelight Interface. This
            equipment is the responsibility of Limelight or its subcontractor.

            "MID SPAN MEET ACCESS SERVICE" means connectivity between the Global
            Crossing network Point of Presence and a Network Fiber Distribution
            Panel ("NFDP") owned and maintained by Global Crossing on Global
            Crossing Premises.

            "PREMISES" means the Global Crossing Premises, specified by street
            address, floor and room (if applicable) at which MSM Access is
            provided to Limelight.

            "NFDP" means Network Fiber Distribution Panel supplied by Global
            Crossing for purposes of interfacing with Limelight-provided fiber.
            Selection of NFDP equipment shall be at the discretion of Global
            Crossing.

            "PARTY" means either Global Crossing or Limelight, and "Parties"
            means both Global Crossing and Limelight.

            "SERVICE" means Mid Span Meet Access Service.

            "SERVICE COMMENCEMENT DATE" means the date when Limelight is
            notified that the Service ordered is being provided to the Limelight
            Interface.


                                       20

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
[GLOBAL CROSSING LOGO]

                  AMENDMENT #8 TO BANDWIDTH/CAPACITY AGREEMENT

                             LIMELIGHT NETWORKS, LLC

                                  APRIL 3, 2003

This is Amendment #8 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    Limelights IP Transit T1's Pricing as last set out in Amendment #7 Amended
      Exhibit C(a) number 1a shall be modified as follows:

FULL-PORT PRICING



                   MRC         1-YEAR           2-YR          CHANGE      CANCEL
# OF T1S          $/T1      INSTALLATION    INSTALLATION        FEE         FEE
--------          ----      ------------    ------------        ---         ---
                                                           
T1 (1-10)         [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (11-25)        [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (26-50)        [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (51-75)        [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (76-100)       [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (101-150)      [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (151-200)      [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (201-250)      [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (251-300)      [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (301-400)      [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (401-500)      [ * ]         [ * ]          [ * ]           [ * ]       [ * ]
T1 (501+)         [ * ]         [ * ]          [ * ]           [ * ]       [ * ]


      Notes:

      1)    All T1's must have a minimum term of at least [ * ], unless
            otherwise agreed in writing in advance

      2)    In order to qualify for a new rate on all installed circuits,
            LimeLight must notify Global Crossing in writing that LimeLight has
            qualified for a reduced price based the number of T1 circuits
            installed. The new price, as defined by the schedule above, will
            take effect in the first full billing cycle that the new level has
            been satisfied as long as written notification is received at least
            10 business days prior to the beginning of that billing cycle. No
            retroactive credits will be applied.

      3)    Limelight agrees that pricing on existing T1 circuits can be
            adjusted to the new rates with a term renewal of [ * ] from the
            current date.

      4)    Limelight has been extended this pricing as they agreement to an
            overall IP Transit Commitment of [ * ].

      5)    Pricing effective to all Global Crossing Domestic US POPs. Pricing
            does not include local access or any applicable backhaul charges.


                                       1

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>


3.    The revised IP Transit monthly recurring charges are effective on a go
      forward basis for all orders placed following the execution of this
      Amendment #8 by Global Crossing.

4.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #8 shall remain in full force and
      effect.

5.    This Amendment #8 is effective as of the date signed by Global Crossing
      below.


Global Crossing Bandwidth, Inc.               LimeLight Networks, LLC


By: /s/ Barrett O. MacCheyne                  By: /s/ William H. Rinehart
    -------------------------------               ------------------------------
    Barrett O. MacCheyne,                         William H. Rinehart, President
    ,Sr. Vice President
    North American Carrier Services

Date: _____________________________           Date: ____________________________


                                       2
<PAGE>

[GLOBAL CROSSING LOGO]

                  AMENDMENT #9 TO BANDWIDTH/CAPACITY AGREEMENT

                             LIMELIGHT NETWORKS, LLC

                                  JUNE 27, 2003

This is Amendment #9 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    LimeLight's Schedule of Ancillary Fees, as identified under the Agreement,
      has been updated and is attached as Amended Exhibit B.

3.    LimeLight's Minimum Periodic Charge, as last set out in Section 4 of
      Amendment #7, shall be modified as follows:

      "3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's June 5, 2003
            Billing Cycle, LimeLight shall be liable for the following minimum
            charge(s) per Billing Cycle for all of the Services (the "MINIMUM
            CHARGE").

            BILLING CYCLES                               MINIMUM CHARGE
            --------------                               --------------
            June2003 and each
            Bill Cycle thereafter                            [ * ]

      If LimeLight's net charges (after any available discounts hereunder) for
      the Services during a Billing Cycle are less than the Minimum Charge,
      LimeLight shall pay the shortfall. Governmental assessments and
      surcharges, non-recurring charges, local loop and third party and
      regulatory pass-through charges are not included when calculating the
      Minimum Charge."

4.    Limelight's IP Transit Pricing as last set out in Amendment #7 as Amended
      Exhibit C(a) shall be modified as follows:

      3.    MONTHLY RECURRING CHARGES (MRC)

            D.    Global Crossing will charge LimeLight for a minimum of [ * ]
                  month whether [ * ] has been utilized or not, for all traffic,
                  whether committed or burstable, at a rate of [ * ] Mbps. and [
                  * ] Mbps burstable.

      The remainder of Amended Exhibit C(a) shall remain the same.

4.    All revised rates are attached hereto and made a part hereof, and so long
      as LimeLight signs this Amendment and returns it to Global Crossing no
      later than the close of business on July 3, 2003, will be effective with
      Limelight's Billing Cycle which commenced on June 5, 2003, for all
      circuits except T-1's. In the event the Amendment is not returned by said
      date), the new rates will be effective with LimeLight's first full Billing
      Cycle following the execution of this Amendment #9 by Global Crossing.


                                       1

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

5.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #9 shall remain in full force and
      effect.

6.    This Amendment #9 is effective as of the date signed by Global Crossing
      below.

Global Crossing Bandwidth, Inc.               LimeLight Networks, LLC.



By: /s/ Barrett O. MacCheyne                  By: /s/ William H. Rinehart
    -------------------------------           ----------------------------------
    Barrett O. MacCheyne,                         William H. Rinehart, President
    Sr. Vice President
    North American Carrier Services


Date: _____________________________           Date: ____________________________


                                       2
<PAGE>
                                                               Amended Exhibit A
                                                                     Page 1 of 1

                           SCHEDULE OF ANCILLARY FEES

ADDITIONAL ASSOCIATION CHARGE:   MONTHLY RECURRING CHARGE                 [ * ]

Upon new account set-up, LimeLight will be provided one (1) unique customer
identifier ("ASSOCIATION ID"). Each additional Association ID requested by
LimeLight and provided by Global Crossing shall be charged a Monthly Recurring
Charge as stated above

LOCAL LOOP CHARGES:

All local loop monthly recurring and non- recurring (installation) charges shall
be on a case by case basis, based upon vendor, mileage, location and circuit
speed and term.

LOCAL LOOP CANCELLATION CHARGES:

      Prior To Installation: Installation charges plus any other charges
      incurred in accordance with Section 3.10 of the Agreement.

      Post Installation: To the number of months remaining in the term of the
      Local Loop times the Local Loop Monthly Recurring Charge.

      Upgrades: To a larger size Local Loop between the same LimeLight locations
      shall not be subject to Cancellation Charges. The new Local Loop will be
      subject to all standard terms specified in this Agreement (including
      without limitation a minimum term commitment). All applicable third party
      local access charges incurred from the upgrade will be passed through at
      cost to LimeLight.


                                       3

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

[GLOBAL CROSSING LOGO]

                  AMENDMENT #10 TO BANDWIDTH/CAPACITY AGREEMENT

                             LIMELIGHT NETWORKS, LLC

                                 OCTOBER 2, 2003

This is Amendment #10 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    Limilight's initial term, last identified in the Agreement shall be
      extended an additional [ * ] years through Limelight's Billing Cycle
      ending August 1, [ * ]

3.    The following Section shall be incorporated in the Agreement as Section
      2.5:

      2.5   ANNUAL CONTINUATION/CANCELLATION OPTION: While the term of this
            Agreement will be extended for [ * ] years as noted above, Limelight
            will have the option on [ * ]occasion each year of the Agreement, to
            terminate early. On the yearly anniversary of the Effective Date of
            this Amendment, Limelight, at their option, can choose to continue
            the Agreement for another year (by doing nothing), or terminate this
            Agreement with [ * ]written notice to the other Party. Limelight may
            also choose to waive this Annual Continuation/Cancellation clause at
            any time by locking-in the remaining term, with written notice to
            Global Crossing.

4.    Section 3.14 of the Agreement shall be deleted in its entirety and
      replaced with the following:

      3.14  EARLY TERMINATION CHARGES FOR SERVICE CANCELLATION: If a Service is
            canceled prior to expiration of its minimum term commitment, except
            if canceled by Limelight under Sections 2.5, 3.10 and/or 5.2 hereof,
            or this Agreement is terminated for Global Crossing's uncured breach
            as defined in 5.4, Limelight shall be liable for, and shall pay to
            Global Crossing upon demand, an early termination fee in an amount [
            * ] the applicable monthly per circuit and per port minimum charge
            times the number of months remaining on the un-expired term
            commitment or to the next annual renewal window (whether the initial
            or a renewal term) for the circuit / port.

5.    Limelight's IP Transit Service Schedule, last set out in the Agreement
      shall be deleted in its entirety and replaced with Amended Exhibit C,
      attached to this Amendment.


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6.    Limelight's IP Transit Pricing as last set out in Amendment #7 as Amended
      Exhibit C(a) shall be modified as follows:

      DS-3 AND ABOVE NON-RECURRING CHARGES (NRC)



                                 MINIMUM                   INSTALL
PORT                           BANDWIDTH**                 CHARGE
----                           -----------                 ------
                                                     1 YEAR      2 YEAR      CANCELLATION
                                                      TERM        TERM            FEE
                                                      ----        ----            ---
                                                                 
T-1                            1.544 Mbps            [ * ]        [ * ]          [ * ]
DS-3                             10 Mbps             [ * ]        [ * ]          [ * ]
OC-3                             45 Mbps             [ * ]        [ * ]          [ * ]
OC-12                           160 Mbps             [ * ]        [ * ]          [ * ]
OC-48*                          500 Mbps             [ * ]        [ * ]          [ * ]
Fast Ethernet*                   10 Mbps             [ * ]        [ * ]          [ * ]
                         1 year term: 100 Mbps;
                          2 year term: 10 Mbps
                             months 1-6 and
                                100 Mbps
                             for the balance
Gigabit Ethernet*             of the termn           [ * ]        [ * ]          [ * ]


      The remainder of Exhibit C(a) shall remain the same.

7.    Limelight's IP Transit Pricing last set out in Amendment #9, paragraph 4,
      shall be modified to add the following pricing.

      3.    MONTHLY RECURRING CHARGES (MRC)

            D.    Global Crossing will charge LimeLight for a minimum of [ * ]
                  per month whether [ * ] has been utilized or not, for all
                  traffic, whether committed or burstable, at a rate of [ * ]
                  Mbps. If Limelight utilizes between [ * ] per month, whether
                  committed or burstable, Limelight will be charged [ * ] Mbps
                  for this increment usage only, and if Limelight utilizes over
                  [ * ] month, then Limelight will be charged [ * ] Mbps for
                  this increment usage only. This pricing is based on aggregate
                  usage and shall include all ports except T1's and DS 1's.

8.    Limelight requests subscription to Global Crossing's Metro Access Service
      as set out in Exhibit F, attached to this Amendment.

9.    A new Exhibit entitled Customer [ * ] Trial shall be incorporated into the
      Agreement as Exhibit G, attached to this Amendment,

10.   All revised rates are attached hereto and made a part hereof, and so long
      as LimeLight signs this Amendment and returns it to Global Crossing no
      later than the close of business on October 6, 2003, will be effective
      with Limelight's Billing Cycle which commenced on September 1, 2003. In
      the event the Amendment is not returned by said date), the new rates will
      be effective with LimeLight's first full Billing Cycle following the
      execution of this Amendment #10 by Global Crossing.


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11.   The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #10 shall remain in full force and
      effect.

12.   This Amendment #10 is effective as of the date signed by Global Crossing
      below.

Global Crossing Bandwidth, Inc.               LimeLight Networks, LLC.


By: /s/ Barrett O. MacCheyne                  By: /s/ William H. Rinehart
    -------------------------------           ----------------------------------
    Barrett O. MacCheyne,                         William H. Rinehart, President
    Sr. Vice President
    North American Carrier Services

Date: _____________________________           Date: ____________________________


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<PAGE>
                                                               Amended Exhibit C
                                                                     Page 1 of 6

                               IP TRANSIT SERVICE

IP TRANSIT SERVICE permits direct access to the Internet via Global Crossing's
nationwide IP network. Connectivity is between LimeLight's router and/or switch
and the Global Crossing router located in a Global Crossing IP POP. This Exhibit
describes the specific terms, conditions and rates applicable to the Global
Crossing IP Transit Service ordered as part of the Agreement. In the event of
any conflict between this Exhibit and the Agreement, the terms of this Exhibit
shall control.

1.    TERM.

      1.1   Each circuit shall have a specific in-service term commitment of
            one, two or three years, which shall be separate and distinct from
            the term of the Agreement. Upon expiration, non-renewal or early
            termination of the Agreement, except if the Agreement is terminated
            by a Party for the other Party's uncured breach, then,
            notwithstanding the term stated in the Agreement, the Agreement will
            continue in effect with respect to the IP Transit Service as long as
            a circuit installed under this Exhibit remains in operation.

      1.2   Unless one Party provides the other with at least [ * ] prior
            written notice of its intent not to renew a circuit after the
            circuit's minimum commitment period expires, then, unless the
            Parties agree otherwise in writing, a circuit shall automatically
            renew for an additional [ * ] period at LimeLight's existing rate at
            the time of the automatic renewal. The foregoing notice and renewal
            process shall also apply for each additional renewal period.

2.    BILLING AND PAYMENT; MINIMUM COMMITMENTS.

      2.1   LimeLight shall pay Global Crossing for the IP Transit Service at
            the rates and charges set out in the rate schedule attached to this
            Exhibit. Billing for a circuit shall commence upon the earlier to
            occur of (i) 30 days following the date Global Crossing notifies
            LimeLight, in writing or via electronic transmission, that the
            ordered circuit capacity is available from Global Crossing
            (regardless of whether or not LimeLight's Interconnection Facilities
            [defined in paragraph 5.2 below] are installed and operational), or
            (ii) the date the ordered circuit capacity is first utilized by
            LimeLight (the "SERVICE DATE").

      2.2   Monthly recurring charges ("MRC") for individual ports shall be
            invoiced by Global Crossing on a monthly basis in advance and
            non-recurring charges shall be invoiced in arrears. Any charges
            required to fulfill the contractual Minimum Monthly Charge of [ * ]
            will also be billed in arrears. If the Service Date for any circuit
            falls on a day other than the first day of any Billing Cycle, and
            the sum of the per-port MRCs does not exceed the overall contractual
            Minimum Monthly Charge, no pro-rated MRC charges will apply. In the
            event the sum of the per-port MRCs is raised beyond the contractual
            Minimum Monthly Charge, the initial charge to Limelight shall
            consist of: (i) the pro-rata portion of the applicable monthly
            charge covering the period from the Service Date to the first day of
            the subsequent Billing Cycle, and (ii) the monthly charge for the
            following Billing Cycle. Payment terms are set out in the Agreement

            2.2.1 On the final invoice of this Agreement, or any subsequent
                  extensions thereof, Limelight will be charged the appropriate
                  non-recurring charges for the final month of service, as well
                  as any charges necessary to fulfill the contractual Minimum
                  Monthly Charge for that final month.


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                                                               Amended Exhibit C
                                                                     Page 2 of 6

      2.3   The pricing in this Exhibit is limited to the IP Transit Service
            provided from the "on-net" nodes set out in the Global Crossing IP
            POP List and SONET POP list, which will be provided upon request,
            and which lists may, at Global Crossing's discretion, be changed
            from time to time. Global Crossing reserves the right, upon prior
            written approval by LimeLight not to be unreasonably withheld, to
            charge LimeLight for backhaul facilities if "off-net" routing or
            special Layer 2 "on-net" routing is agreed to by Global Crossing. If
            Global Crossing's cost in providing the IP Transit Service is
            increased due to circumstances beyond its reasonable control, then
            Global Crossing may revise the rates and charges in this Exhibit
            upon [ * ] written notice to LimeLight. LimeLight may cancel,
            without further liability (other than to pay for the circuit through
            the date of cancellation), any circuits subject to a rate/charge
            increase (other than increases resulting from governmental or
            regulatory assessments) upon written notice to Global Crossing given
            no later than [ * ] after LimeLight's receipt of the increase
            notice.

      2.4   If a circuit is canceled after installation but prior to expiration
            of its minimum term commitment, except if canceled by LimeLight (i)
            under paragraph 2.3 above (ii) for Global Crossing's uncured breach,
            (iii) because it is replaced with a circuit of equal or greater
            charge, or (iv) due to Global Crossing's physical inability,
            excluding business terms, to provide access to the Global Crossing
            router from Global Crossing's Collocation space. (LimeLight shall be
            required to check for availability of such Collocation space at the
            time the circuit was ordered and if Collocation space wasn't
            available at such time and LimeLight nonetheless proceeded with the
            order, then LimeLight may not utilize this Section 2.4,(iv)),
            LimeLight shall be liable for, and shall pay to Global Crossing, an
            early termination fee in an amount [ * ] the applicable monthly per
            circuit minimum recurring charge times the number of months
            remaining on the unexpired term commitment (whether the initial or a
            renewal term) for the circuit.

      2.5   In addition to forecasts for other Services that may be required
            under the Agreement or any attachment thereto, LimeLight must supply
            Global Crossing with a [ * ] forecast, updated [ * ], for IP Transit
            Service. In the event that LimeLight fails to provide a [ * ]within
            [ * ] of the time set forth herein, Global Crossing shall notify
            LimeLight of the delinquency of the forecast. Upon Global Crossing's
            notification LimeLight shall be required to provide the forecast
            within [ * ] days. The forecast must include information regarding
            anticipated capacity requirements by city. The forecasts must be
            provided on the[ * ]of each quarter of the calendar year, and shall
            cover the [ * ]period beginning with the [ * ]of the subsequent
            quarter of such calendar year (e.g. on or about [ * ]LimeLight shall
            provide Global Crossing with a forecast covering [ * ]thru[ * ] In
            the event LimeLight fails to submit a forecast in accordance with
            this provision then LimeLight shall have waived its right to receive
            any credit for the affected month under the provisions of Section 3
            hereof.


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                                                               Amended Exhibit C
                                                                     Page 3 of 6

3.    SERVICE LEVEL AGREEMENT

3.1 GENERAL.

3.1.1 Global Crossing is fully committed to providing a reliable, high-quality
network to support IP Transit to Limelight. The Global Crossing Service Level
Agreement ("SLA") defines, through Service Level Guarantees, the parameters for
Service Availability, Network Availability, Latency, Packet Loss, and Service
Delivery/Installation of the IP Transit Port, and the levels of credit which
will be granted to Limelight on future bills if any of these guarantees is not
met.

3.1.2 Certain limits apply to the credit calculations. These are set forth in
Section 3.3, below.

3.1.3 Additional conditions and exclusions apply to the SLA. These are set forth
in Section 3.4, below.

3.2 SERVICE LEVEL GUARANTEES.

3.2.1 Network Availability. "Network Availability" is defined as the aggregated
reachability of all end points (that is, IP Transit routers) on the Global
Crossing IP Network.

3.2.1.1 Guarantee on Network Availability. The Guaranteed Network Availability
("GNA") for the Global Crossing IP Network is [ * ] monthly uptime.

3.2.2 Service Availability. "Service Availability" is defined as the ability of
a Limelight to exchange IP packets with the Global Crossing IP Network via the
IP Transit router port(s) at the POP(s) selected by Limelight. In addition the
IP Transit port(s) will be deemed to be unavailable when the packet loss is
above [ * ] for this particular IP Transit router port not for reasons beyond
Global Crossing's control.

3.2.2.1 Guarantee on Service Availability. The Guaranteed Service Availability
("GSA") for the Global Crossing IP Network at the IP Transit router port is [ *
] average monthly uptime.

3.2.3 Credit Calculation on GNA and GSA. If either the GNA or the GSA is not
met, Limelight will be compensated as follows: Global Crossing will credit
Limelight [ * ] of the Monthly Service Charges (recurring) as defined in 3.3.1.1
for Fixed or Committed Bandwidth (excluding any local access charges) for every
[ * ] or any part thereof of non-availability below the guaranteed GNA or GSA.

3.2.4 Non-Availability Calculation on GNA and GSA. The percentage
non-availability, as described in Section 3.2.2.1 above, is calculated on the
basis of the relevant time stamps of the trouble ticket system, used at Global
Crossing Customer Care Centers.

3.2.5 Latency. "Latency" is defined as the average monthly end-to-end roundtrip
delay between the access routers on the Global Crossing IP Network.

3.2.5.1 Guarantee on Latency. The following parameters are the guarantees for IP
Transit:



Service Part                                                     Average Roundtrip Latency (milliseconds)
------------                                                     ----------------------------------------
                                                              
IP Transit: Trans-Atlantic (London/Amsterdam -- New York)        [ * ]
IP Transit: European network                                     [ * ]
IP Transit: North American Network                               [ * ]
IP Transit: Pacific (Tokyo -- Seattle/Los Angeles)               [ * ]
IP Transit: South America (Buenos Aires/Sao Paulo -- Miami)      [ * ]



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                                                               Amended Exhibit C
                                                                     Page 4 of 6

3.2.5.2 Credit Calculation on Latency. If either one or more of the actual
region network averages in a given month exceed(s) the targeted metric,
Limelight will be compensated as follows: Global Crossing will credit Limelight
[ * ] of the Monthly Service Charges (recurring) as defined in 3.3.1.1 for Fixed
or Committed Bandwidth (excluding any local access charges) if the actual
monthly average roundtrip latency for one or more of the service parts exceed(s)
the Latency parameters set out above in a given month.

3.2.6 Packet Loss. "Packet loss" is defined as the loss of a packet due to
transmission errors or router overload while the packet is in transit on the
Global Crossing IP Network.

3.2.6.1 Guarantee on Packet Loss. Global Crossing commits to a round-trip packet
loss for transmissions between Global Crossing IP Network POPs of less than or
equal to [ * ] for Global Crossing's North American IP Network, and less than or
equal to [ * ] for Global Crossing's IP Network worldwide.

3.2.6.2 Credit Calculation on Packet Loss. If the applicable network average for
packet loss in a given month exceeds the targeted metric, Limelight will be
compensated as follows: Global Crossing will credit Limelight [ * ]that is, the
equivalent of[ * ] of the Monthly Service Charges (recurring) as defined in
3.3.1.1 for Fixed or Committed Bandwidth (excluding any local access charges) if
the actual monthly average round-trip packet loss for one or more of the network
transmissions exceed(s) the packet loss parameters set out above in a given
month.

3.2.7 Service Delivery/Installation of the IP Transit Port. Service
Delivery/Installation of the IP Transit Port is complete at the Service
Commencement Date as defined under the MSA.

3.2.7.1 Guarantee on Service Delivery/Installation of the IP Transit Port.
Service Delivery/Installation of the IP Transit Port is guaranteed as the later
of (i) [ * ] business days after Global Crossing has received and accepted a
signed, accurate and complete Order Form, or (ii) the RFS Date stated on the
Order Form, provided in either case that Limelight has arranged access
facilities and is ready for interconnection of the access facilities at
Limelight Interface.

3.2.7.2 Credit Calculation. Global Crossing will issue a credit allowance equal
to [ * ] of the Installation Charges paid or payable by Limelight for any
installation of a IP Transit port that is not activated within the guaranteed
times stated above.

3.2.7.3 No credit shall apply in respect of Service Delivery/Installation of the
IP Transit port where the completed service order is modified by or at the
initiative of Limelight after it is originally completed.

3.3 CREDIT LIMITS AND CALCULATIONS

3.3.1 Credits that may be made available under this SLA are not cumulative with
respect to any Guarantee parameter for the same service interruption incident.
If Limelight experiences network or service performance at levels below those
stated in this SLA for two or more areas (e.g., Service Availability and
Latency) arising from the same incident, Limelight will receive the largest of
the applicable credits.

3.3.1.1 Credits will also include any charges for satisfying the Minimum Monthly
Charge, if applicable. Any credits will be determined by calculating the
percentage of the Minimum Monthly Charge relative to the port(s) in question by
summing the total Minimum Committed Bandwidth of the port(s) in question and
dividing this figure by the total of all per-port bandwidth Minimum Commitments,
then multiplying this figure by the charges for satisfying the Minimum Monthly
Charge.


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                                                               Amended Exhibit C
                                                                     Page 5 of 6

Example: Due to an outage of 4 hours on a GigE, Limelight is entitled to [ * ]
credit against that port's commitment. As Limelight's overall commitment is [ *
], and the sum of the per-port Minimum Commitments equals [ * ] the customer
would be entitled to a [ * ] credit on [ * ] overall commitment. Assuming a rate
of [ * ], this would work out as follows:

[ * ] SLA Credit

3.3.2 The maximum credit allowance in any month is 100% (one hundred percent) of
the Monthly Service Charge (recurring) for Fixed or Committed Bandwidth
(exclusive of any local access facilities), regardless of the nature of the
areas under which credit may be granted.

3.3.3 Global Crossing shall issue only one credit in any month, regardless of
the time of occurrence.

3.3.4 Credits are calculated after deduction of all discounts and other special
pricing arrangements, and are not applied to governmental fees, taxes,
surcharges and similar additional charges.

3.3.5 Credits will be granted on the second invoice cycle after each monthly
calculation period. If a credit cannot be made available within the time frame
set out above, it will be made available on the next invoice or as promptly
thereafter as it can be provided after the qualification for a credit and its
amount are determined.

3.3.6 These credits are Limelight's exclusive remedy with respect to items
covered in this SLA.

4.    RATES AND CHARGES.

      The applicable Monthly Recurring Charges ("MRC's"), Non-Recurring Charges
      ("NRC's") and other charges for IP Transit Service are set forth on
      subdivision (a) of this Exhibit. Early termination of any circuit is
      subject to an early termination fee as described in Section 2.4 hereof.
      All charges are invoiced in U.S. dollars and paid in U.S. dollars.

      Upon signature of a Service Request (SR) by LimeLight, the Parties agree
      that the SR constitutes a firm circuit order. LimeLight shall receive the
      Standard Circuit pricing, Exhibit C(a), Section 1.A. or Section 1.B.,
      unless the SR lists the circuit order as a Content Circuit. LimeLight
      agrees in order to receive Content Circuit pricing, Exhibit C(a), Section
      1.C., a circuit must have traffic ratios greater than or equal to [ * ].
      For the purposes of this Agreement a Standard Circuit is defined as any IP
      Transit circuit with no traffic [ * ] requirements while a Content Circuit
      is defined as any IP Transit circuit with traffic [ * ] requirements.


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                                                               Amended Exhibit C
                                                                     Page 5 of 6

      A cancellation fee, as listed in subdivision (a) of this Exhibit, shall
      apply if LimeLight cancels such ordered circuit(s) prior to the Service
      Date. An order cannot be cancelled on the Service Date. All cancellation
      requests must be in writing. An order is considered cancelled when Global
      Crossing receives the written notice. The written notification cannot be
      retroactive.

4.    CIRCUIT AVAILABILITY DATE; INTERCONNECTION FACILITIES.

      5.1   Upon receipt of a complete and accurate service order for a circuit,
            Global Crossing shall notify LimeLight of its target date for the
            delivery of each circuit (the "ESTIMATED AVAILABILITY Date"). Global
            Crossing shall use reasonable efforts to install each circuit on or
            before the Estimated Availability Date, but the inability of Global
            Crossing to deliver a circuit by such date, shall not be a breach by
            Global Crossing under the Agreement. If Global Crossing fails to
            make any circuit available within [ * ] after acceptance by Global
            Crossing of the service order with respect to such circuit,
            LimeLight's sole remedy shall be to cancel the service order which
            pertains to such circuit upon ten days prior written notice to
            Global Crossing.

      5.2   Within the Global Crossing IP node where LimeLight orders circuits,
            Global Crossing shall provide appropriate equipment necessary to
            connect the circuits to LimeLight's Interconnection Facilities. If
            LimeLight desires to install its own equipment in one or more IP or
            SONET POP, and Global Crossing, in its sole discretion, agrees to
            such installation, the Parties shall execute a collocation agreement
            acceptable to both Parties. LimeLight agrees that LimeLight's
            Interconnection Facilities shall connect to the circuits provided by
            Global Crossing hereunder at the network interface points located in
            the IP and SONET POPs. As used herein, the term "INTERCONNECTION
            FACILITIES" shall mean transmission capacity provided by LimeLight
            or its third party supplier to extend the circuits provided by
            Global Crossing from a SONET or IP POP to any other location.

A.    GLOBAL CROSSING ACCEPTABLE USE AND SECURITY POLICIES.

      6.1   LimeLight and its customers shall comply with Global Crossing's
            Acceptable Use and Security Policies (collectively, the "Policy"),
            which Policy Global Crossing may modify at any time. The current,
            complete Policy is available for review at
            HTTP://WWW.GLOBALCROSSING.COM/AUP (Global Crossing may change the
            Policy and website address via electronic notice). Without limiting
            the Policy, generally, neither LimeLight nor its customers may use
            Global Crossing's network, machines, or services in any manner
            which:

                  (i)   violates any applicable law, regulation, treaty, or
                        tariff;

                  (ii)  violates the acceptable use policies of any networks,
                        machines; or services which are accessed through Global
                        Crossing's network; or

                  (iii) infringes on the intellectual property rights of others.

            Prohibited activity includes, but is not limited to, unauthorized
            use (or attempted unauthorized use) of any machines or networks;
            denial of service attacks; falsifying header information or user
            identification or information; monitoring or scanning the networks
            of others without permission; sending unsolicited bulk e-mail;
            maintaining an open mail relay; collecting e-mail addresses from the
            Internet for the purpose of sending unsolicited bulk e-mail or to
            provide collected addresses to others for that purpose; and
            transmitting or receiving copyright-infringing or illegally obscene
            material.


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                                                               Amended Exhibit C
                                                                     Page 6 of 6

      6.2   LimeLight and its customers are responsible for the security of
            their own networks and machines. Global Crossing assumes no
            responsibility or liability for failures or breach of
            LimeLight-imposed protective measures, whether implied or actual.
            Abuse that occurs as a result of LimeLight's systems or account
            being compromised may result in suspension of the IP Transit Service
            or account access by Global Crossing. If a security related problem
            is escalated to Global Crossing for resolution, Global Crossing will
            resolve the problem in accordance with its then-current Policy.
            Without limiting the Policy, generally, the following activities are
            prohibited:

                  (i)   fraudulent activities of any kind;

                  (ii)  network disruptions of any kind; and

                  (iii) unauthorized access, exploitation, or monitoring.

      6.3   LimeLight shall be responsible for enforcing the Policy for any
            third parties (including its customers) accessing the Internet
            through LimeLight's use of the Network Services; and shall defend
            and indemnify Global Crossing with respect to claims related to such
            third party access.

      6.4   Global Crossing reserves the right to suspend the IP Transit Service
            for LimeLight's or its customers' failure to comply with the
            requirements of Global Crossing's then-current Policy. Further,
            Global Crossing may terminate the IP Transit Service for recurring
            violations of the Policy by LimeLight or its customers.


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                                                                       Exhibit F
                                                                     Page 1 of 5

         SPECIFIC SERVICE TERMS AND CONDITIONS FOR METRO ACCESS SERVICES

METRO ACCESS SERVICE. These are the specific service terms for Global Crossing's
Metro Access Services (the "Services" and each service type described below, a
"Service") which apply to Global Crossing Metro Access Services provided by
Global Crossing, in addition to the terms of any Master Services Agreement or
other Global Crossing Master Agreement (in each case a "Master Agreement")
executed by the Customer.

1.    SERVICE OVERVIEW

1.1   The Services incorporate the local access connection from Customer's
      requested interconnection point agreed with Global Crossing (the "CUSTOMER
      INTERCONNECTION POINT") to a Global Crossing POP ("POINT OF PRESENCE").
      Customer understands and acknowledges that the Services are offered by
      Global Crossing on an "as available" basis. Likewise, service speeds for
      the Services are offered on an "as available" basis.

1.2   The Services consist of four distinct service types with different
      delivery options and terms as follows: Metro Dedicated Hub Service, Metro
      Premise Connect Service, Metro POP Connect Service, and Metro Dim Fiber
      Service. The Service type ordered by Customer shall be set forth on the
      Order Form for the Service.

      1.2.1   METRO DEDICATED HUB SERVICE -- Global Crossing will deploy a
              dedicated transmission node, typically an OC48/STM16 system, in
              the Customer's premises ("CUSTOMER PREMISES") and provide service
              back to the Global Crossing long haul POP. The dedicated node will
              be used to provide fully managed SONET/SDH circuits terminating at
              the Customer Interconnection Point.

      1.2.1.1 The demarcation point for the Service is the Global Crossing side
              of the Digital or Optical Distribution Frame (DDF or ODF) at the
              Customer Interconnection Point.

      1.2.1.2 Customer will provide, on a timely basis and without charge or
              cost to Global Crossing, the necessary space, conduit and
              electrical power required to terminate and maintain the equipment,
              i.e. Network Terminating Equipment ("NTE"), used to provide
              Service to a Customer Interconnection Point. In addition, Customer
              will use commercially reasonable efforts to provide Global
              Crossing, or its third-party vendor, physical access to the
              Customer Interconnection Point on a timely basis and at no cost to
              Global Crossing. Customer is responsible for arranging access to
              any of the rights of way, conduit and/or equipment space necessary
              to provide Service to the Customer Interconnection Point to
              support installation, repair, maintenance, inspection, replacement
              or removal of any and all facilities and/or equipment for the
              Service provided by Global Crossing. Global Crossing shall also
              have the right to obtain access to cable installed in
              Customer-provided conduit at any splice or junction box.

      1.2.1.3 Customer agrees that the equipment space and associated
              facilities, conduit and rights of way which it is providing are a
              safe place to work and are protected against fire, theft,
              vandalism or other casualty, and that the use thereof complies
              with all applicable laws, rules and regulations and with all
              applicable leases or other contractual agreements.


                                       11
<PAGE>
                                                                       Exhibit F
                                                                     Page 2 of 5

      1.2.1.4 Customer shall maintain in force and effect policies of insurance
              as follows: (a) Comprehensive General Liability Insurance,
              including contractual liability and broad property damage,
              covering personal injury or death and property damage, with a
              combined single limit of at least [ * ] dollars; and (b) Worker's
              Compensation Insurance with limits required by the laws of the
              state in which the facility is located. The liability insurance
              shall name Global Crossing as an additional insured and shall be
              primary insurance, and Global Crossing's insurance shall not be
              called upon for contribution towards any such loss. Customer's
              insurer shall provide Global Crossing with at least ten (10) days
              prior written notice of cancellation or change in coverage. All
              insurance required of Customer shall be evidenced by certificates
              of insurance provided to Global Crossing.

      1.2.2   METRO PREMISE CONNECT SERVICE -- Global Crossing will deliver
              managed, dedicated SONET/SDH circuits terminating at the Customer
              Interconnection Point via a shared Metro node located in a Global
              Crossing Metro or Long-haul POP. Global Crossing will provide the
              appropriate connectivity between the Global Crossing Metro POP and
              the Customer Interconnection Point.

      1.2.2.1 The demarcation point for the Service is the Global Crossing side
              of the Digital or Optical Distribution Frame (DDF or ODF) at the
              Customer Interconnection Point.

      1.2.2.2 Customer will use commercially reasonable efforts to provide
              Global Crossing, or its third-party vendor, physical access to the
              Customer Interconnection Point, on a timely basis, and at no cost
              to Global Crossing. Customer is responsible for arranging access
              to any of the rights of way, conduit and/or equipment space
              necessary to provide Service to the Customer Interconnection Point
              to support installation, repair, maintenance, inspection,
              replacement or removal of any and all facilities and/or equipment
              for the Service provided by Global Crossing. Global Crossing shall
              also have the right to obtain access to cable installed in
              Customer-provided conduit at any splice or junction box.

      1.2.3   METRO POP CONNECT SERVICE -- Global Crossing will deliver managed
              dedicated SONET/SDH circuits terminating at the Customer
              Interconnection Point via a shared Metro node located in a Global
              Crossing Metro or Long-haul POP. Customer will provide the
              appropriate connectivity between the Customer Premise and either
              (i) the Global Crossing Metro POP or (ii) a mutually agreed upon
              meet-me room.

      1.2.3.1 The demarcation point for the Service is the Global Crossing side
              of the Digital or Optical Distribution Frame (DDF or ODF) at the
              Global Crossing Metro POP or meet-me room.

      1.2.3.2 Customer is responsible for arranging physical access to the
              Customer Interconnection Point at either the Global Crossing Metro
              POP, or a mutually agreed upon meet-me room. This includes, but is
              not limited to, access to any of the rights of way, inter-building
              wiring, conduit and/or equipment space necessary to provide
              connectivity to the Global Crossing POP, and any associated
              installation, repair, maintenance, inspection, replacement or
              removal of assets. Customer, or Customer's subcontractor, is
              responsible for (a) bringing interconnecting fiber/cable to the
              Global Crossing Premise, which shall be identified to Customer by
              street address, floor and room number (if applicable), and (b)
              installing the interconnecting fiber at the Customer
              Interconnection Point using appropriate local access interface
              equipment.


                                       12

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

                                                                       Exhibit F
                                                                     Page 3 of 5

      1.2.3.3 Customer will upgrade Customer-provided fiber/cable or equipment
              as necessary to support the Service in conformity with
              specifications of the DDF or ODF, and/or as specified by Global
              Crossing, and/or as necessary to link successfully to Customer's
              premise.

      1.2.4   METRO DIM FIBER CONNECT SERVICE - Global Crossing will deliver an
              unmanaged optical Service to the Customer Interconnection Point
              where Global Crossing utilizes inter-building fiber between Global
              Crossing's Long-haul POP and the Customer Interconnection Point.

      1.2.4.1 The demarcation point for the Service is the Global Crossing side
              of the Digital or Optical Distribution Frame (DDF or ODF) at the
              Customer Interconnection Point.

      1.2.4.2 Global Crossing will provide either two (2) fibers for unprotected
              service, or four (4) fibers when protection is required. Global
              Crossing and Customer will determine the fiber parameters and
              associated costs, and specific requirements will be set out on the
              Order Form.

2.    SPECIFIC SERVICE TERMS AND CONDITIONS

2.1   Unless otherwise agreed to by Global Crossing in writing, the technical
      specifications for the Services will conform to the technical
      specifications for the Global Crossing telecommunications or enhanced
      service ordered from Global Crossing with the Service (the "Applied
      Service").

2.2   Customer will use the Service only in conjunction with other Applied
      Services provided by Global Crossing. Customer may not use the Service for
      any other purpose without the written consent of Global Crossing, which
      consent may be withheld in Global Crossing's sole discretion. Failure to
      obtain the prior written consent of Global Crossing shall be deemed a
      material breach of these terms and conditions, and Global Crossing may
      pursue any legal or equitable remedy available to it, including immediate
      removal of impermissible cross-connects or interconnections and the
      immediate termination or suspension of the Service or the underlying
      agreement to which these terms and conditions form and appendix.

2.3   Customer shall not remove interconnection cables, associated equipment,
      maintenance order wire, spare circuits or conduit provided by Global
      Crossing to offer Metro Access Service. The interconnection cables and any
      associated equipment, maintenance order wire, spare circuits and conduit
      used by Global Crossing to provide interconnection are deemed and
      understood to be the property of Global Crossing during the Initial Term
      of the Service ordered by Customer and after the expiration or termination
      of that Service. Nothing in these terms and conditions shall create or
      vest in Customer any right, title or interest in the Service or its
      configuration, or in the premises, or the facility, other than the right
      to use the same during the Initial Term under these terms and conditions.
      Upon termination of a Service for any reason, all rights, title and
      interest in Global Crossing assets shall remain with Global Crossing. Upon
      the termination of a Service, Customer shall promptly return all Global
      Crossing assets to Global Crossing.

2.4   Customer will ensure that its subcontractors, employees, agents and
      invitees comply with all safety, security and access rules applying at
      Global Crossing facilities, including, without limitation, any rules or
      regulation of the landlord in the building where such facilities are
      located. Global Crossing may remove any personnel of Customer, its agents,
      or subcontractors not in compliance with its rules and regulations, and
      may prohibit access by any person at its discretion.


                                       13
<PAGE>

                                                                       Exhibit F
                                                                     Page 4 of 5

2.5   Customer shall have the responsibility for obtaining and represents that
      it has or shall obtain all permits, franchises, licenses or approvals
      necessary in connection with its use of the Service, and any equipment
      provided by Global Crossing as part of the Service, related services and
      occupancy of associated facilities and premises. Upon request, Customer
      shall provide Global Crossing with a copy of all such permits, licenses
      and approvals.

2.6   At any time, each party shall, or shall procure that its affiliates,
      parent or subsidiaries shall, execute and deliver such further documents
      and do such other acts and things that are necessary or that a requesting
      party may reasonably request (to include, without limitation, cooperation
      to reconcile invoices) in order to effect fully the purposes of these
      terms and conditions.

2.7   Customer will use reasonable efforts to participate in any test procedures
      required by Global Crossing, or its subcontractor, for the purpose of
      installation, testing, service commencement or maintenance.

3.    TERM

3.1   The initial term for each Service or circuit ordered by Customer at each
      specific site (in each case, the "INITIAL TERM") shall be set forth in the
      applicable Order Form and shall commence on the Service Commencement Date
      (as defined in Section 4.2.4 below), and shall be immediately terminable
      by Global Crossing upon the termination, expiration or cancellation for
      any reason of any (i) underlying agreement between Global Crossing and any
      other party involving Global Crossing's continued use of an associated
      facility or premises, (ii) the agreement to which these terms and
      conditions form an appendix, or (iii) the associated Applied Service (iv)
      these terms and conditions. Following the expiration of the term for a
      Service as set forth in the Order Form for a Service, the term for such
      Service shall automatically renew on a [ * ] basis in accordance with the
      same terms and conditions specified herein, unless terminated by either
      Party upon [ * ] days prior notice to the other Party.

4.    SERVICE LEVEL AGREEMENT

4.1   Maintenance: Global Crossing provides a coordinated, single point of
      contact maintenance function for Customer on a 7 day x 24 hour x 365 day
      basis, which will be identified to Customer. Maintenance support is on a
      circuit level basis between Customer Interconnection Point and the
      applicable Global Crossing POP.

4.2   Installation: Global Crossing commits to provisioning Metro Access Service
      on the mutually agreed upon ready for service date (the "RFS Date"}
      (sometimes also referred to by Global Crossing as "Customer Commit Date")
      following Global Crossing's acceptance of a Customer's order.

      4.2.1 Requested service date(s) recorded on the Order Form do not
            establish the RFS Date/Customer Commit Date. Instead, the Global
            Crossing and Customer Project Managers for the Service shall agree
            upon the specific RFS Date/Customer Commit Date following order
            acceptance. The RFS Date excludes testing and circumstances where
            Customer is not ready to receive or use the circuit. The RFS Date
            also excludes any circumstances where turn-up is delayed due to
            Customer's failure to provide Global Crossing, or its third-party,
            with the appropriate support, such as physical access, to turn-up
            service. If Customer requests a change to a pending order, a new RFS
            Date/Customer Commit Date will be established.


                                       14

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

                                                                       Exhibit F
                                                                     Page 5 of 5

      4.2.2 Changes to, or cancellations of, pending orders are accepted within
            the absolute discretion of Global Crossing; if accepted, Customer
            shall be liable to pay Global Crossing the following: (a) costs
            incurred in reliance upon Customer's order, including any third
            party charges incurred by Global Crossing in reliance of Customer's
            order, (b) 100% of the installation charge, and (c) associated order
            change or order cancellation charges.

      4.2.3 If the provisioning intervals stated in Section 4.2.1 are not met,
            then Global Crossing will issue a credit to Customer in accordance
            with the installation guarantee contained in the service level
            agreement ("SLA") for the associated Applied Service.

      4.2.4 On or before the RFS Date, or any amended RFS Date, Global Crossing
            will test the Service at each site and declare its availability for
            Customer use. The Service Commencement Date for each Service ordered
            will be the date upon which Global Crossing notifies the Customer
            (by writing or electronic transmission) that the Service is
            available for Customer use, unless Customer within forty-eight (48)
            hours notifies Global Crossing of its non-acceptance on the basis
            that agreed technical specifications for the Service have not been
            met. In that case, further tests of the Service will be conducted
            and a new Service Commencement Date will be agreed upon, provided
            that any Customer use of a Service for other than testing purposes
            following notice of non-acceptance will be deemed to constitute
            acceptance of that Service.

4.3   Service Level Agreement: Global Crossing Metro Access circuits will be
      subject to the same SLA as the associated Applied Service ordered from
      Global Crossing. For the avoidance of doubt, where the SLA for the Applied
      Service provides for both an 'end to end' or 'prem to prem' SLA and a 'POP
      to POP' SLA, the SLA applying to service on a Metro Access circuit shall
      be the 'POP to POP' SLA.

5.    PRICING.

5.1   In addition to (a) a one-time installation charge ("INSTALLATION CHARGE")
      and (b) monthly recurring charges ("MONTHLY RECURRING CHARGES"), as set
      forth on the Order Form, Customer shall also be responsible for
      Miscellaneous Charges. For purposes of this section, Miscellaneous Charges
      include any charges for special construction requirements, expedite
      requests, inside wire extensions, or the like agreed to between Customer
      and Global Crossing.

5.2   Customer acknowledges that the charges set forth on the Order Form are
      based upon the best current information available to Global Crossing.
      Charges set forth in an Order Form for a specific Service apply only to
      that Service, additional Services ordered by Customer shall be subject to
      separate quotation and agreement with Customer.

5.3   Billing for Services provided under these terms and conditions shall
      commence on the Service Commencement Date (as defined in Section 4.2.4
      above), notwithstanding whether or not any 'extended demarc' arranged by
      the Customer has been completed at that time. Before the original RFS
      Date/Customer Commit Date for the circuit, customer may, upon prompt
      written notice to Global Crossing, postpone the scheduled implementation
      date for that location. If customer postpones any scheduled implementation
      date for more than fifteen (15) days beyond the original RFS Date/customer
      commit date, then, the Service Commencement Date for the Service shall be
      the earlier of (i) the sixteenth (16th) day following the original RFS
      Date/Customer Commit Date and (ii) the date upon which Customer starts
      using the Service, and Global Crossing shall be entitled to commence
      billing for those local access circuits on that date (regardless of
      whether or not the customer has commenced the related Applied Service.)


                                       15
<PAGE>
                                                                       Exhibit G
                                                                     Page 1 of 2

                         LIMELIGHT CUSTOMER [ * ] TRIALS

1     GENERAL

1.1   In order to facilitate sales of Limelight's services, Global Crossing will
      agree to co-sponsor [ * ] trial periods for new Limelight customers on a
      limited basis, and pending mutual concurrence between Limelight and Global
      Crossing.

2     SCOPE OF THE TRIAL

2.1   Upon concurrence regarding a customer [ * ] Trial, Global Crossing will
      agree to sponsor [ * ]of the offered trial period to the Limelight
      customer, to a maximum of [ * ] Global Crossing service. Any offered [ * ]
      beyond this period will be the sole responsibility of Limelight.

3     [ * ] TRIAL PERIOD

3.1   Limelight will notify Global Crossing in writing of the expected Start
      Date and Stop Date of the [ * ] Trial. Global Crossing will concur with
      Limelight, or suggest an alternate date(s), based on expected delivery of
      the port, expected customer acceptance, customer test plans, and/or other
      considerations.

3.1.1 The Stop Date may not be more than twenty-eight (28) calendar days from
      the date the circuit was provisioned by Global Crossing.

3.2   Limelight may terminate the [ * ] Trial (terminating service) at any time
      prior to the Stop Date by notifying Global Crossing in writing. If
      Limelight does not provide written notification to Global Crossing of the
      intent to terminate the [ * ] Trial (terminate service) billing will
      commence on the Stop Date, as indicated.

3.3   In the event Limelight chooses to terminate the [ * ] Trial (terminating
      service), the port will be disconnected by Global Crossing as soon as
      possible thereafter, and Limelight's Customer will cease using the port
      immediately. With prior written approval for costs from Limelight, any
      defined and documented third-party expenses incurred by Global Crossing to
      provision the port will be charged to Limelight. (Third-party expenses
      include, but are not limited to, local access recurring charges, purchase
      of a card, any special card charges and/or special port charges.)

3.4   If Limelight chooses to continue the service beyond the [ * ] Trial, the
      Term of the port (per Exhibit C, Section 1) will begin effective the Stop
      Date, and all standard service charges shall apply going forward.

3.5   In the event the Stop Date, and commencement of standard billing, falls in
      the middle of Limelight's billing cycle, the port will be pro-rated and
      billed separately for the remainder of the billing cycle. [ * ] Trial
      ports will not be considered in satisfying monthly contractual minimum
      commitments, and all usage will be treated as burstable traffic. In the
      following billing cycle, the port shall be [ * ] with the other Limelight
      IP Transit ports, and standard per-port MRCs will go into effect.

4     RESTRICTIONS ON AVAILABILITY

4.1   Only new ports will be considered for [ * ] Trials. Incremental traffic on
      existing Limelight ports will not be considered for [ * ] Trial
      evaluation. Upgrades to existing Limelight ports as a result of a new
      customer may be considered on an individual case basis.

4.2   Any proposed ports are subject to standard capacity availability
      considerations.


                                       16

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

                                                                       Exhibit G
                                                                     Page 2 of 2

5     OTHER TERMS AND CONDITIONS

      Although standard IP Transit SLA's will be in effect on any ports during a
      [ * ] Trial, no credits will be issued in the event of any SLA
      violation(s). Global Crossing will report on SLA performance during the [
      * ] Trial as with standard IP Transit ports.


                                       17

* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

[GLOBAL CROSSING LOGO]

                  AMENDMENT #11 TO BANDWIDTH/CAPACITY AGREEMENT

                             LIMELIGHT NETWORKS, LLC

                                JANUARY 16, 2004

This is Amendment #11 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    LimeLight Networks, LLC merged into LimeLight Networks, Inc. a Delaware
      corporation, effective August 29, 2003 with such documentation on record
      in the Office of the Delaware Secretary of State, filed August 29, 2003.
      Therefore, LimeLight Networks, LLC shall be known as LimeLight Networks,
      Inc. on a go forward basis.

3.    Limelight requests subscription to Global Crossing's Wavelength Service as
      set out in Exhibit H, attached to this Amendment.

4.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #11 shall remain in full force and
      effect.

5.    This Amendment #11 is effective as of the date signed by Global Crossing
      below.

Global Crossing Bandwidth, Inc.              LimeLight Networks, Inc.


By:  /s/ Barrett O. MacCheyne                By:  /s/ William H. Rinehart
     -----------------------------                ------------------------------
     Barrett O. MacCheyne,                        William H. Rinehart, President
     Sr. Vice President
     North American Carrier
     Services


Date:  ___________________________           Date:  ____________________________


                                       1
<PAGE>

                                                                       Exhibit H
                                                                     Page 1 of 9


                      SPECIFIC SERVICE TERMS AND CONDITIONS
                                       FOR
                       GLOBAL CROSSING WAVELENGTH SERVICE


These are the service terms and service level agreement for Global Crossing
Wavelength Service, which apply to Global Crossing Wavelength Service provided
by Global Crossing, in addition to the terms of any Master Services Agreement
("MSA") or other Global Crossing master agreement (in each case a "MASTER
AGREEMENT") executed by the Customer.

SPECIFIC SERVICE TERMS AND CONDITIONS

1.1  Global Crossing Wavelength Service is a fiber-optic, transponder based,
     point-to-point circuit between Global Crossing Points of Presence ("POP to
     POP"). Global Crossing Wavelength Service enables end-to-end transportation
     of a high capacity 2.5 Gb/s or 10 Gb/s signal between two specified Sites
     (POP to POP).

1.2  Global Crossing Wavelengths will be sold in pairs, so the Customer will
     receive a minimum of two fibers, one carrying the transmit wavelength and
     one carrying the receive wavelength, between point A and point Z. In this
     case, the two fibers will be carried in the same cable and there is no
     protection in case of a fiber cut. Global Crossing provides no protection
     on the optical layer or electrical layer.

1.3  The Service is unprotected. A protection or auxiliary path is achieved
     through the purchase of alternate circuits. In the event Customer purchases
     a second Wavelength for auxiliary path purposes, Customer shall be
     responsible for managing the auxiliary path to ensure protection.

1.4  Wavelengths will be provisioned using a technology called Dense Wavelength
     Division Multiplexing (DWDM).

1.5  The Global Crossing Network Operations Center provides support for Global
     Crossing Wavelength Service twenty-four (24) hours a day, seven (7) days a
     week. The Global Service Center acts as the single point of contact for
     Customer to report problems, using a telephone number provided to Customer.
     Guidelines for management of reported troubles will also be supplied to
     Customer.

1.6  The Service is offered in two types: (i) Annual Lease for a term of years,
     with a Monthly Service Charge, and (ii) Pre-Paid Lease for a term of years.
     For each circuit ordered, the selected type of service, pricing and length
     of term shall be specified by the Customer on this Exhibit or the Order
     Form. At the end of the Initial Term, renewal procedures shall be as set
     forth in the MSA.

1.7  The Customer shall pay Global Crossing for the Wavelength Service at the
     rates and charges set out in this Exhibit or the Order Form. Billing for a
     Wavelength circuit shall commence according to the MSA.

1.7.1       "Add/Drop" rearrangements on the same physical fiber path as the
            existing Service can be requested by Customer. If acceptable to
            Global Crossing, the add/drop rearrangement shall be priced on a
            mutually agreeable individual case basis.

1.7.2       Global Crossing represents that the pricing set forth on the in this
            Exhibit or the Order Form is based upon information available to
            Global Crossing at time of contracting. For Annual Lease customers
            only, if Global Crossing's costs in providing the Service increase
            due to circumstances beyond its reasonable control, or if it elects
            to pass through any government or regulatory assessments relating to
            its provisioning of the Services, then it may revise the prices in
            the in this Exhibit or the Order Form upon [ * ] days written notice
            to Customer. Customer may cancel any circuit(s) subject to a price
            increase (other than increases resulting from governmental or other
            regulatory assessments) upon written notice given during the above [
            * ] day period, provided Customer remits to Global Crossing all
            payments due prior to termination. 1.1.1


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       2
<PAGE>


                                                                       Exhibit H
                                                                     Page 2 of 9

1.8   Customer acknowledges that specific Wavelength availability on the Global
      Crossing Network must be confirmed internally by Global Crossing through
      its Network Operations Center. Availability is confirmed to Customer only
      by Global Crossing's signature on this Amendment or the Order Form for the
      specific Service ordered.

1.9   The tail circuit or other connection to the Customer's equipment, whether
      located at the Customer's premise or a "telehouse," is the Customer's
      responsibility. Equipment co-location at a Global Crossing facility, if
      available, shall be established through a separate contractual agreement.
      Except as specifically set forth in any agreement for equipment
      co-location between Global Crossing and Customer, Global Crossing shall
      have no obligation in respect of any installation, maintenance, repair or
      servicing of the Customer's electronic or optronic equipment to be used in
      connection with the Service.

1.10  If a circuit is canceled prior to the expiration of the minimum term
      commitment (or any extension thereof), except if canceled for Global
      Crossing's uncured breach, Limelight shall be liable for, and shall pay to
      Global Crossing upon demand, an early termination fee in an amount [ * ]
      to the applicable monthly per circuit minimum charge times the number of
      months remaining on the unexpired term commitment (whether the initial or
      a renewal term) for the circuit. Limelight may replace an existing circuit
      prior to the expiration of the term commitment for such circuit, without
      termination liability, provided that the replacement capacity is available
      and that the new circuit: (i) is of equal or greater revenue value; (ii)
      has a term commitment of not less than [ * ] and (iii) is ordered within
      thirty (30) days of the disconnect order for the original circuit.
      Limelight will be responsible for payment of any applicable installation
      charges for the replacement circuit. If the replacement capacity ordered
      is not available, then Limelight will be liable for the early termination
      fees on the disconnected circuit. Limelight will be responsible for any
      third-party, pass-through or cancellation charges on the disconnected
      circuit.

TECHNICAL SPECIFICATIONS/CONSIDERATIONS

2.1   The Service is designed to comply with ETSI and ITU-T recommendations.
      Customer's signal must be framed in accordance with ITU-T recommendation
      G957 for 2.5Gbit/s and G691 for 10 Gbit/s.

2.2   Global Crossing's 2.5 Gbit/s and 10 Gbit/s optical channels are designed
      and maintained per manufacturer's specifications for power and
      environmental requirements. All of Global Crossing's 2.5 Gbit/s and 10
      Gbit/s circuits shall operate with a measured Bit Error Rate ("BER") of 1
      x 10 (-12) or less [or BBER of 2.0E --6, or less].

2.3   The Service includes provision of fixed bandwidth between two Global
      Crossing Optical Digital Frames (ODFs), handover to the Customer at the
      Global Crossing POP via an appropriate method, and support and
      maintenance. The demarcation point ("Customer Interface") for the Service
      is the Global Crossing ODF located within the Global Crossing POP.
      Interface connector type for interfacing with Global Crossing's ODF will
      be defined by Global Crossing as part of the installation process. Between
      the selected Global Crossing POPs, the Service is accomplished across
      circuit segments on the Global Crossing Network. Selection of the nominal
      central wavelength(s) carrying the Customer's optical signals through the
      Global Crossing Network will be done by Global Crossing.

2.4   The Customer acknowledges that (i) the circuits used for the Wavelength
      Services are not protected by a restoration protocol within or external to
      the SONET frame structure, (ii) Global Crossing will not provide
      Wavelength Services using conventional SONET TDM add/drop multiplexers
      using a BLSR or UPSR or linear restoration protocol within or external to
      the SONET frame structure, and (iii) the interoperability of the
      individual circuits is dependent upon the joint interconnection of the
      interface between Global Crossing's DWDM system and the Customer's source
      systems and facilities. The Customer's source systems will operate within
      the conventional 1310nm and 1550nm passbands, using Short Reach,
      Intermediate Reach, or Long Reach optic, as defined in Telcordia
      GR-253-CORE. Except with the Customer's prior written consent, Global
      Crossing will provide the Wavelength Services solely over Global
      Crossing's facilities-based WDM


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       3
<PAGE>


                                                                       Exhibit H
                                                                     Page 3 of 9

      network and fiber, equipment or other DWDM service(s) owned or controlled
      by Global Crossing and its affiliates.

2.5   The Wavelength Services will be configured as follows:

2.5.1    The Service is an opaque product with limited overhead transparency.
         This means that the customer's signal must meet the SONET/SDH frame and
         rate. The signal will have a section, line and path overhead associated
         with it. Global Crossing will have complete ownership of the section
         overhead. Global Crossing will reserve the right to write, modify or
         terminate any or all of the overhead byte in the section overhead. The
         line and path overhead will be transported transparently through the
         Global Crossing network.

2.5.2    DWDM Transmission System: DWDM transmission equipment for each
         unprotected channel (2.488Gb/s and 9.953Gb/s), such as DWDM Terminals,
         in-line amplifiers, regenerators and optical layer cross-connect
         equipment necessary to provide the Wavelength Services; and

2.5.3    2.488Gb/s and 9.953Gb/s TDM equipment used in conjunction with the WDM
         system: transparent TDM transmission equipment for each channels
         capable of use on each route. Equipment such as DWDM transponders,
         regenerators and wavelength converters to provision circuits.

2.6  Global Crossing will cooperate with the Customer's installation of fiber,
     cable and fiber termination equipment within POPs, including but not
     limited to providing the Customer (including its representatives and
     contractors) all necessary access to the end-point POPs at reasonable times
     and in a reasonable manner following reasonable advance notice consistent
     with the access that it may provide to other similarly situated customers
     whose presence may be permitted to collocate at its POPs; provided however,
     that with [ * ] prior written notice, Global Crossing will provide the
     Customer with accompanied access at any time; and provided further,
     however, that in the event of an emergency, Global Crossing will exercise
     commercially reasonable efforts to provide accompanied access at any time
     of the day upon [ * ] hour's notice (such notice being intended for Global
     Crossing to ensure that an escort is available).

2.7  The Customer's wavelengths will be part of a multi-wavelength DWDM
     transmission system carrying wavelengths for other customers and Global
     Crossing's own circuits.

2.8  Fiber patch cords and optical attenuators used on receivers will be the
     responsibility of the owner of the equipment to ensure that optical signal
     levels are within specification for the owner's equipment The appropriate
     type of optics for the application will depend on the optical link
     engineering conducted jointly by Global Crossing and the Customer on an
     individual case basis.

2.9  Acceptance testing activities will be coordinated with Customer by Global
     Crossing. Tests will be performed according to ITU recommendations, M.2100
     and/or M.2101. The circuit will be declared Ready For Service upon positive
     test results. Test criteria are zero BER over a twenty-four (24) hour
     period. Global Crossing will notify Customer, on a circuit by circuit
     basis, of circuit availability following successful completion of
     acceptance test.

SERVICE LEVEL AGREEMENT

3.1   Service Commitment

3.1.1    Subject to the "Credit Conditions and Exclusions" set forth in Section
         3.4, below, and the provisions on "Planned Outages, and Other Potential
         Service Disruptions at Customer End," set forth in Section 3.6, below,
         Global Crossing will provide a credit where the Service does not
         satisfy the stated guarantees in Sections 3.2 and 3.3, below, on
         "Circuit Availability" and "Installation," respectively.

3.2   Circuit Availability

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       4
<PAGE>


                                                                       Exhibit H
                                                                     Page 4 of 9


3.2.1    Performance. Guaranteed availability for the Service is monthly
         availability of [ * ]. This figure shall be derived from continual
         Global Crossing measurements of the performance of the Global Crossing
         Network.

3.2.2    Measurement. Circuit availability is a measure of the relative amount
         of time during which a circuit is available for Customer use. A Global
         Crossing 2.5Gbit/s or 10 Gbit/s circuit will be deemed unavailable
         (that is, experiencing an "Outage") for the relevant period if the
         circuit experiences a complete loss of service, or if BER falls below 1
         x 10 (-12) [or BBER of 2.0E --6]. Each Outage is calculated in one-hour
         increments measured from the time that Global Crossing receives notice
         from the Customer of circuit unavailability (established by a "Trouble
         Ticket") until circuit availability is restored by Global Crossing.

3.2.3    Credit Calculation for Annual Leases.  The credit per segment of the
         circuit is computed in accordance with the Table below.



                                CIRCUIT
                             UNAVAILABILITY      % CREDIT OF MO. SERVICE CHARGE
 CIRCUIT AVAILABILITY (%)       (HOURS)          ATTRIBUTABLE TO THAT SEGMENT
                                           
      100.0% - 99.5%              [ * ]                     [ * ]
      99.4% - 98.0%               [ * ]                     [ * ]
      97.9% - 96.5%               [ * ]                     [ * ]
      96.4% - 90.0%               [ * ]                     [ * ]
      89.9% - 75.0%               [ * ]                     [ * ]
     Less than 75.0%              [ * ]                     [ * ]


         Each credit is calculated on a monthly cumulative per segment basis,
         and is calculated as a deduction from the Monthly Service Charge
         (recurring) attributable to the affected segment.

3.2.4    Credit Calculation for Pre-Paid Leases. An Implied Monthly Service
         Charge ("Implied MSC") is determined for each circuit ordered on a
         Pre-Paid Lease basis. The formula for determining the Implied MSC is as
         follows:

            Implied MSC  =  Total Pre-Paid Lease Fee Attributable to the Circuit
                            ----------------------------------------------------
                                      Total Number of Months in the Term

3.2.5    The calculations set forth in Section 3.2.4, above, are then made with
         respect to Outages on segments of a circuit ordered on a Pre-Paid Lease
         basis, utilizing the Implied MSC as a surrogate for Mo. Service Charge.

3.3   Installation

3.3.1    Installation Provisioning

3.3.1.1  "POP to POP". Global Crossing commits to provision a "POP to POP"
         circuit on the mutually agreed RFS Date (sometimes also referred to by
         Global Crossing as the "Customer Commit Date") following Global
         Crossing's acceptance of a Customer order. (Orders are accepted by
         Global Crossing's authorized signature on this Amendment or the Order
         Form.

3.3.1.2  Requested service date(s) recorded in this Exhibit or the Order Form do
         not establish the RFS Date/Customer Commit Date. Instead, the Global
         Crossing and Customer Project Managers for the Service shall agree upon
         the specific RFS Date/Customer Commit Date following order acceptance.

3.3.1.3  The mutually agreed RFS Date/Customer Commit Date for Provisioning a
         "POP to POP" circuit is typically within thirty (30) calendar days of
         order acceptance. This objective excludes testing and circumstances
         where the Customer is not ready to receive or use the circuit.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       5

<PAGE>

                                                                       Exhibit H
                                                                     Page 5 of 9

3.3.2    Credit Calculation.  If the installation times stated above are not
         met, Global Crossing will issue a credit according to the following
         schedule:



      IF DELIVERY DATE              % CREDIT OF
             IS                     INSTALLATION
         EXCEEDED BY                   CHARGE
                                 
          1-5 days                     [ * ]
      6 days - 10 days                 [ * ]
      11 days - 30 days                [ * ]
    Greater than 31 days               [ * ]



3.4   Credit Conditions and Exclusions

3.4.1    Outage credits will be issued by Global Crossing only after Customer
         notifies Global Crossing of an Outage, Global Crossing has confirmed
         such Outage, and the Customer requests an SLA credit in writing. The
         Customer is responsible for providing to Global Crossing a written
         request for an evaluation of any suspected Service Outage within [ * ]
         business days of a suspected failure. Global Crossing will require up
         to [ * ] business days to validate the existence and responsible party
         for any such Service problem. Written request for an SLA credit must be
         received within [ * ] days of the SLA violation.

3.4.2    Credits will be calculated in connection with, and will apply to Global
         Crossing segments of a circuit only. No credits are granted for any
         local loop or tail circuits or charges whatsoever, nor for the charges
         or fees that arise with another entity and that are passed through to
         Customer by Global Crossing (if any). Credits are not available for any
         usage-based charges.

3.4.3    Credits are calculated after deduction of all discounts and other
         special pricing arrangements, and are not applied to governmental fees,
         taxes, surcharges and similar additional charges.

3.4.4    Credits provided for hereunder are calculated on a monthly cumulative
         basis with respect to any segment of a covered circuit that is
         affected. All credits are calculated on the basis of a thirty (30) day
         calendar month. Global Crossing shall issue only one aggregated credit
         for qualifying occurrences in any month, regardless of the time of
         occurrence. In no event may the credits provided for hereunder exceed
         the Mo. Service Charge, or Implied MSC, attributable to an affected
         segment in any month.

3.4.5    With respect to the installation SLA, the SLA applies to POP to POP
         installation, no credits shall be provided for local loop circuits, and
         no credits shall be provided for circuits where the completed service
         order is modified by or at the initiative of Customer after the service
         order is originally completed. Installation credits are likewise not
         available for circuits to be installed in whole or in part by a local
         telephone company or other unaffiliated local provider.

3.4.6    These credits are Customer's exclusive remedy with respect to items
         covered in this SLA; under no circumstance shall an Outage be construed
         as a breach of this Appendix by Global Crossing.

3.4.7    The credits set forth above are not available in the event of any of
         the causes listed in Sections 3.4.7.1 through 3.4.7.7, inclusive, and
         the administration of the credits is limited as set forth in Sections
         3.4.7.8 through 3.4.7.11, inclusive.

3.4.7.1  Lapses in services associated with new installations or orders for
         circuit reconfigurations, that is, both before Global Crossing has
         received notice that Customer has accepted the new or reconfigured
         Service and until forty-five (45) calendar days after the Service is
         first utilized by Customer;


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       6
<PAGE>

                                                                       Exhibit H
                                                                     Page 6 of 9

3.4.7.2  Lapses in service resulting from the Customer's premises equipment or
         equipment of a Customer's vendor, or from local loop facilities
         provided to connect the Customer to Global Crossing's Network;

3.4.7.3  Force Majeure events as defined in the MSA;

3.4.7.4  Problems associated with any act or omission of Customer or any third
         party, including but not limited to, Customer's agents, contractors or
         vendors;

3.4.7.5  Scheduled or emergency maintenance. (Global Crossing will use
         reasonable commercial efforts to minimize Service disruption, see
         Section 2.6, below, and upon written request of Customer will notify
         Customer in writing of scheduled maintenance a reasonable time in
         advance of such scheduled maintenance.)

3.4.7.6  Required undersea repairs;

3.4.7.7  Interruptions resulting from a Global Crossing disconnect for
         non-payment or other default or breach by Customer under the MSA or
         this Appendix.

3.4.7.8  For leased circuits, all SLA credits shall be credited on the next
         monthly invoice for the affected circuit after receipt of Customer's
         written request for credit.

3.4.7.9  For Pre-Paid Leases, all SLA credits shall be issued as Service Credits
         after receipt of Customer's written request for credit. Service Credits
         can be used by the Customer only to purchase new wavelength circuits on
         the Global Crossing network, or extend the term of existing Customer
         circuits. Service Credits shall accrue on a monthly basis, and must be
         used within twenty-four (24) months of issuance.

3.4.7.10 The total of all Outage Credits applicable to or accruing in any given
         month for a Wavelength circuit shall not exceed the amount payable by
         Customer to Global Crossing for that same month for such Wavelength
         circuit. For Pre-paid leases, the monthly credit shall not exceed the
         Implied MSC, as defined in Section 3.2.4.

3.4.7.11 SLA provisioning timeframes and credits only pertain to circuits
         between Global Crossing On-Net POPs that are equipped with applicable
         DWDM equipment and capacity.

3.5   Time to Repair Objective

3.5.1    Time to Repair ("TTR") is defined as the time to isolate, fix and close
         out Customer-initiated trouble reports, with return of Circuit to
         Customer, as tracked by the Global Crossing trouble ticket system.
         (Trouble tickets kept open at the request of Customer, after clearance
         of a fault, shall not be included in this calculation.)

3.5.2    Global Crossing has a TTR objective on the Global Crossing Networks as
         follows: a yearly average of [ * ] per occurrence, with no single
         occurrence greater than [ * ]. No credits apply in connection with
         performance against this objective; however, the Customer receives
         indirect credits via the Circuit Availability SLA metric.

3.6   Planned Outages, and Other Potential Service Disruptions at Customer End

3.6.1    Planned Outages may occasionally be necessary for Global Crossing to
         carry out essential maintenance or network upgrades. Global Crossing
         will use commercially reasonable efforts to keep Planned Outages to a
         minimum.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       7
<PAGE>



                                                                       Exhibit H
                                                                     Page 7 of 9

3.6.2    Except in an emergency, or a Force Majeure condition as described in
         the MSA, Global Crossing and Customer will use commercially reasonable
         efforts to follow the following procedures with respect to Planned
         Outages:

3.6.2.1  Global Crossing will provide Customer with at least [ * ] notice of any
         planned work that will affect the availability of service.

3.6.2.2  Customer will confirm to Global Crossing within [ * ] that the Planned
         Outage proposals are acceptable.

3.6.2.3  Where possible Global Crossing will provide Customer with Planned
         Outage proposals and confirmation details should be exchanged by fax.

3.6.2.4  Where possible Global Crossing will make temporary alternative
         arrangements during a Planned Outage to avoid an interruption in the
         Customer's Service.

3.6.3    Global Crossing will give notice of Planned Outages to the named
         contacts within Customer.

3.6.4    Customer shall use commercially reasonable efforts to give Global
         Crossing advance notice of any event of which Customer is aware at its
         end -- for example, building work necessitating disconnection of power
         -- which will disrupt the Service.

3.6.5    Neither Global Crossing nor Customer shall have any liability to the
         other for damages or credits in connection with this Section 3.6,
         provided that each of Global Crossing and Customer has acted reasonably
         under the circumstances.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       8
<PAGE>

                                                                       Exhibit H
                                                                     Page 8 of 9
                            Customer Specific Pricing


EQ = EQUINIX FACILITY; MMR = FIBER MEET-ME-ROOM

ALL CIRCUITS MUST BE INSTALLED BY [ * ]. IN SERVICE DATE BEGINS ON [ * ] UNLESS
GLOBAL CROSSING HAS NOT COMPLETED THE CIRCUIT.

[ * ] TERM ON ALL CIRCUITS BEGINS ON THE INDIVIDUAL "IN SERVICE DATE" FOR EACH
CIRCUIT. EACH CIRCUIT AUTOMATICALLY RENEWS ON [ * ] BASIS.



------------------------------------------------------------------------------------------------------------------------------------
BANDWIDTH     ADDRESS    A CITY      ACCESS SOLUTION      ADDRESS      Z CITY      ACCESS SOLUTION     MILEAGE    [ * ]      [ * ]
                                                                                                  
------------------------------------------------------------------------------------------------------------------------------------
[ * ]         [ * ]      [ * ]       [ * ]                [ * ]        [ * ]       [ * ]                [ * ]     [ * ]      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ]         [ * ]      [ * ]       [ * ]                [ * ]        [ * ]       [ * ]                [ * ]     [ * ]      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ]         [ * ]      [ * ]       [ * ]                [ * ]        [ * ]       [ * ]                [ * ]     [ * ]      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ]         [ * ]      [ * ]       [ * ]                [ * ]        [ * ]       [ * ]                [ * ]     [ * ]      [ * ]
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
[ * ]         [ * ]      [ * ]       [ * ]                [ * ]        [ * ]       [ * ]                [ * ]     [ * ]      [ * ]
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  [ * ]


                      *TBD - To be determined - Limelight has the option of
        choosing from a OC3, OC12, or 2.5Gb wave and has the option of upgrading
        the circuit for a one-time NRC of [ * ] during the initial [ * ] term.


**CPA Customer Provided Local Access. Global Crossing shall not provide an
Access Solution for [ * ] location.

PHASE 2

ALL CIRCUITS MUST BE INSTALLED BY [ * ]. IN SERVICE DATE BEGINS ON [ * ] UNLESS
GLOBAL CROSSING HAS NOT COMPLETED THE CIRCUIT.

[ * ] TERM ON ALL CIRCUITS BEGINS ON THE INDIVIDUAL "IN SERVICE DATE" FOR EACH
CIRCUIT. EACH CIRCUIT AUTOMATICALLY RENEWS ON A ON A [ * ] BASIS.



------------------------------------------------------------------------------------------------------------------------------------
BANDWIDTH     ADDRESS    A CITY      ACCESS SOLUTION      ADDRESS   Z CITY     ACCESS SOLUTION     MILEAGE      MRC      NRC
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
[ * ]         [ * ]      [ * ]       [ * ]                [ * ]     [ * ]      [ * ]               [ * ]        [ * ]    [ * ]
------------------------------------------------------------------------------------------------------------------------------------


GLOBAL CROSSINGS STANDARD INTERVAL TIME-FRAME IS [ * ])DAYS.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       9
<PAGE>


                                                                       Exhibit H
                                                                     Page 9 of 9

PHASE 3

LIMELIGHT HAS THE OPTION OF ORDERING ADDITIONAL 2.5 GIG WAVE CIRCUITS AT THE DS0
MILE RATE OF:



          MRC                                NRC
                                         
          [ * ]                             [ * ]
          [ * ]                             [ * ]


*SAID DSO RATES ARE SUBJECT TO A [ * ] MONTHLY MINIMUM CHARGE.

ALL CIRCUITS MUST BE ORDERED [ * ]
ACCESS WILL BE PROVIDED AT NO ADDITIONAL COST IF AVAILABLE AND SHALL FULFILLED
BY GLOBAL CROSSING'S ON-NET SERVICES ONLY. [ * ] TERM ON ALL CIRCUITS AND THE
TERM BEGINS ON THE INDIVIDUAL "IN SERVICE DATE" FOR EACH CIRCUIT.

THESE RATES SHALL APPLY TO TIER 1 CITIES, INCLUDING: [ * ].


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       10




<PAGE>
                                                                  EXECUTION COPY
--------------------------------------------------------------------------------

(GLOBAL CROSSING LOGO)

                  AMENDMENT #12 TO BANDWIDTH/CAPACITY AGREEMENT

                            LIMELIGHT NETWORKS, INC.

                                   MAY 7, 2004

This is Amendment #12 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    Section 3.6 under the Agreement, as amended, shall be deleted in its
      entirety and replaced with the following:

      "3.6  Global Crossing agrees to take commercially reasonable efforts to
            invoice Limelight either (i) via facsimile, (ii) via electronic
            mail, or (iii) to make such information available via uCommand on or
            about the fifth Business Day after the close of each Billing Cycle
            for the Services and for any other sums due Global Crossing (the
            "INVOICE")."

3.    Section 3.7 under the Agreement shall be revised to replace and include
      the statement regarding invoice delivery as follows:

            "The Parties agree that (i) the Invoice date will be the same day
            that the Invoice is sent to Limelight via the method(s) described in
            Section 3.4, and (ii) the Invoice will be sent on a Business Day and
            followed by a confirmation copy sent by first class U.S. mail."

4.    Limelight's Minimum Periodic Charge, identified in Section 3.13 of the
      Agreement and last revised in Amendment #9, shall be deleted in its
      entirety and replaced as follows:

      "3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's May 1, 2004
            Billing Cycle, Limelight shall be liable per [ * ] for the aggregate
            [ * ] associated with the IP Transit Service as set out in Exhibit
            C(a)."

5.    The NOTICES provision of the Agreement, identified as Section 17 thereof,
      as amended, shall be revised as follows:

      If to Limelight:  Limelight Networks, Inc.
                        2220 W. 14th Street
                        Tempe, Arizona  85281-6945
                        Attn:  Gary Baldus
                        Tel #: (602) 850-5006
                        Fax #: (602) 580-5206

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

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       1

<PAGE>

6.    Limelight's IP Transit Pricing, identified as Exhibit C(a) in the
      Agreement and last revised in Amendment #11, shall be revised as follows:



                                COMMITTED      BURSTABLE
                    VOLUME      BANDWIDTH      BANDWIDTH           CHANGE  CANCELLATION
                  COMMITMENT  RATE PER Mbps  RATE PER Mbps         FEE *       FEE
PORT               PER PORT       (MRC)          (MRC)       NRC    NRC        NRC
---------------------------------------------------------------------------------------
                                                         
GIGABIT ETHERNET     [ * ]        [ * ]          [ * ]      [ * ]  [ * ]      [ * ]


            *CHANGES TO PORTS REQUIRING NEW PORT INSTALLATION WILL BE ASSESSED
            INSTALL CHARGES AS APPROPRIATE FOR A NEW PORT.

      -     Each Gigabit Ethernet port shall have a [ * ] per-port minimum
            commitment and a [ * ] per-port traffic average (aggregate burst
            traffic divided by active ports). Limelight's aggregate minimum
            commitment across [ * ] ports shall be [ * ] and shall not fall
            below, except if ports are disconnected as noted below.

      -     Global Crossing reserves the right, upon thirty (30) days notice, to
            disconnect any port that falls below the average, except that Global
            Crossing shall not disconnect any port where that port is the last
            or only port in a particular location, with the exception of Phoenix
            as noted below, unless agreed to between the Parties.

      -     Limelight will be entitled to maintain at least [ * ] Gigabit
            Ethernet ports in Phoenix, provided that the aggregate traffic for
            each port shall be at [ * ] Mbps per port.

      -     Limelight may relocate an existing Gigabit Ethernet port prior to
            the expiration of the term commitment for such port, subject to
            availability, and the relocated Gigabit Ethernet port shall be
            required to maintain the same per-port commitments as set out above.
            Limelight will be liable for third-party charges, if any, for any
            relocated port.

      -     Global Crossing will not entertain any [ * ] with Limelight for the
            duration of the [ * ].

      -     The rates and charges contained in this Amendment #12 shall apply to
            all of Limelight's existing IP Transit ports, except for existing
            DS-1 ports, located in the U.S., and supercede any other IP Transit
            pricing, except for DS-1 pricing, in effect for Limelight. Limelight
            may also add additional ports in the U.S. at the rates contained
            herein.

      -     As a result of the revised pricing herein, item #7 in Amendment #10
            shall be deleted in its entirety.

7.    All revised rates are attached hereto and made a part hereof and, so long
      as Limelight signs this Amendment and returns it to Global Crossing no
      later than the close of business on May 11, 2004, shall be effective on a
      retroactive basis with Limelight's Billing Cycle that commenced on May 1,
      2004. In the event this Amendment #12 is not returned by said date, the
      new rates shall be effective with Limelight's first full Billing Cycle
      following the execution of this Amendment #12 by Global Crossing.

8.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #12 shall remain in full force and
      effect.

GLOBAL CROSSING BANDWIDTH, INC.          LIMELIGHT NETWORKS, INC.

By:   /s/ Barrett O. MacCheyne           By:   /s/ William Rinehart
   ------------------------------------     ------------------------------------
      Barrett O. MacCheyne                     William Rinehart
      Senior Vice President                    President
      North American Carrier Services

Date:                                    Date:
      ---------------------------------       ----------------------------------

--------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       2

<PAGE>

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------
[GLOBAL CROSSING LOGO]

                  AMENDMENT #13 TO BANDWIDTH/CAPACITY AGREEMENT

                            LIMELIGHT NETWORKS, INC.

                                 AUGUST 12, 2004

This is Amendment #13 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    Limelight's Wavelength Service, last identified in Amendment #11, shall be
      revised to include an additional circuit as follows:



BANDWIDTH   LOCATION A        LOCATION Z           CIRCUIT TERM    MRC     NRC
                                                    COMMITMENT
--------------------------------------------------------------------------------
                                                           
[ * ]       600 W. 7th  St.   801 S. 16th Street      [ * ]       [ * ]   [ * ]
            (Equinix)         (GC POP)
            Los Angeles, CA   Phoenix, AZ


      If Limelight cancels the above circuit at any time prior to the expiration
      of the minimum circuit term commitment, except if cancelled for Global
      Crossing's uncured breach, Limelight shall be liable for and shall pay to
      Global Crossing upon demand an early termination fee in the amount of [ *
      ].

3.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #13 shall remain in full force and
      effect.

4.    This Amendment #13 shall be effective as of the date signed by Global
      Crossing below.

GLOBAL CROSSING BANDWIDTH, INC.          LIMELIGHT NETWORKS, INC.

By:   /s/ Barrett O. MacCheyne           By:   /s/ William H. Rinehart
   ------------------------------------     ------------------------------------
      Barrett O. MacCheyne                     William H. Rinehart
      Senior Vice President                    President
      North American Carrier Services

Date:                                    Date:
     ----------------------------------       ----------------------------------

--------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       1
<PAGE>


                                                                  EXECUTION COPY
--------------------------------------------------------------------------------


[GLOBAL CROSSING LOGO]



                  AMENDMENT #14 TO BANDWIDTH/CAPACITY AGREEMENT

                            LIMELIGHT NETWORKS, INC.

                                JANUARY 31, 2005

This is Amendment #14 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").

1.   Except as otherwise stated, capitalized terms used herein shall have the
     same meaning as set forth in the Agreement.

2.   In the event of a change of control in Limelight, Global Crossing shall
     allow Limelight, upon written request to Global Crossing, to alter the term
     of the Agreement to be [ * ]. In addition, Limelight shall also have the
     right to terminate the Agreement, without any [ * ], provided that the date
     of termination is [ * ] beyond the date of this Amendment. If a change of
     control in Limelight occurs during the first [ * ] from the date of this
     Amendment, and Limelight requests the Agreement be terminated, Limelight
     shall be liable for and shall pay to Global Crossing an amount equal to the
     [ * ] and [ * ] for [ * ] up to and including the [ * ]. Notwithstanding
     the foregoing, Limelight shall be liable for payment of [ * ], if any, for
     the entire term commitment for any and all disconnected circuits or ports.

3.   Global Crossing's notice information, as set out in Section 17 of the
     Agreement, shall be revised as follows:

     If to Global Crossing: Global Crossing Bandwidth, Inc.
                            1120 Pittsford-Victor Road
                            Pittsford, New York  14534
                            Attention: Vice President, Global Voice Services
                            Facsimile #: (585) 381-7235

     with a copy to:        Global Crossing Bandwidth, Inc.
                            1120 Pittsford-Victor Road
                            Pittsford, New York  14534
                            Attention: Manager, National Contract Administration
                            Facsimile #: (585) 381-7235

4.   Limelight's IP Transit Service pricing, identified as Exhibit C(a) in the
     Agreement and last revised in Amendment #12, shall be revised as follows:

     3.   MONTHLY RECURRING CHARGES (MRCS)

          D.   Each Gigabit Ethernet port shall have a [ * ] per-port minimum
               commitment and a [ * ] per-port average across all ports.
               Limelight's aggregate minimum commitment across all ports shall
               be [ * ]. The following pricing is based on aggregate usage
               levels and shall apply to all existing and future ports with the
               exception of T1's and DS1's.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       1
<PAGE>

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------



             AGGREGATE
          BANDWIDTH USAGE
          ACROSS ALL PORTS                    MRC PER Mbps
------------------------------------------------------------------
                                           
[ * ]                                             [ * ]
------------------------------------------------------------------
[ * ]                                             [ * ]
------------------------------------------------------------------
[ * ]                                             [ * ]
------------------------------------------------------------------
[ * ]                                             [ * ]
------------------------------------------------------------------

[ * ]
[ * ]

               The pricing structure above shall be applicable worldwide on the
               Global Crossing network, including but not limited to the U.S.
               and European regions. This pricing does not apply to Asia and
               South America.

          E.   Global Crossing reserves the right, upon thirty (30) days notice,
               to disconnect any port that falls below the [ * ] or the [ * ]
               over[ * ] Billing Cycles, except that Global Crossing shall not
               disconnect any port where that port is the last or only port in a
               particular location, with the exception of Phoenix as noted
               below, unless agreed to between the Parties.

5.   The following terms specific to Limelight's IP Transit Service were set out
     in Amendment #12 and shall be incorporated into Section 3 of the IP Transit
     Pricing, Exhibit C(a) to the Agreement, as follows:

          F.   Limelight will be entitled to maintain at [ * ] in Phoenix,
               provided that the aggregate traffic for each port shall be [ * ]
               per port.

          G.   Limelight may relocate an existing Gigabit Ethernet port prior to
               the expiration of the term commitment for such port, subject to
               availability, and the relocated port shall be required to
               maintain the same per-port commitments as set out above.
               Limelight shall be liable for third-party charges, if any, for
               any relocated port.

     All other IP Transit terms and/or pricing not specifically modified in this
     Amendment #14 shall remain in place.

6.   The following terms shall be added to Limelight's Wavelength Service
     Schedule, identified as Exhibit H in the Agreement, and shall apply only to
     circuits ordered after November 1, 2004.

     -    Limelight shall have the option to cancel a circuit prior to the
          expiration of such circuit's minimum term commitment (or any extension
          thereof), without liability for early termination fees, provided such
          circuit has been installed for at [ * ] and further provided that (i)
          a replacement circuit is ordered within thirty (30) days of the
          cancellation order for the existing circuit, (ii) the replacement
          circuit is of equal or greater revenue value, and (iii) the
          replacement circuit has a term commitment of not less than [ * ]
          Limelight shall be responsible for payment of any applicable
          installation charges for the replacement circuit and Limelight shall
          also be responsible for third-party pass-through or cancellation
          charges on the local loops associated with the disconnected circuit.

     -    Global Crossing will initiate installation and billing for the Route
          after each of the respective [ * ] or [ * ] is completed. The [ * ]
          segments [ * ]. The [ * ]

     -    [ * ] shall be built as independent networks with no overlap, so as to
          create east/west redundancy for Limelight.

     -    The per-mile DSO rate shall be [ * ] for all new [ * ] waves.
          Installation charges shall be reviewed by Global Crossing on a
          per-order basis. All new wave orders shall be subject to route
          availability.


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       2
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     -    Site-Specific Waves: Pricing of the associate routes is (long and
          loops):



          ADDRESS (A)       ADDRESS (Z)      MILES    $0.000235         LOOPS
          -------------------------------------------------------------------
                                                           
          [ * ]
          [ * ]             [ * ]            [ * ]      [ * ]             [ * ]
          [ * ]             [ * ]            [ * ]      [ * ]             [ * ]
          [ * ]             [ * ]            [ * ]      [ * ]             [ * ]

          [ * ]
          [ * ]             [ * ]            [ * ]      [ * ]             [ * ]
          [ * ]             [ * ]            [ * ]      [ * ]             [ * ]

          [ * ]

          ADDRESS (A)       ADDRESS (Z)               MRC
          ------------------------------------------------------
                                               
          Phase 2
          [ * ]             [ * ]                    [ * ]
          [ * ]             [ * ]


7.   The following rates shall be added to Limelight's Colocation Services
     Schedule, identified as Exhibit B to the Agreement, and shall apply to any
     new colocation sites.

                            MONTHLY RECURRING CHARGES



                                                    
[ * ]                                                  [ * ]
-------------------------------------------------------------------------------
[ * ]                                                  [ * ]
-------------------------------------------------------------------------------


8.   Limelight requests subscription to Global Crossing's Dark Fiber Service and
     may order as desired where available, as set out in Exhibit I, attached to
     this Amendment.

9.   Global Crossing agrees that any review of any[ * ]or [ * ]related issue
     will be conducted by the [ * ]team and will also include the [ * ]and
     a [ * ].

10.  The revised IP Transit rates contained herein shall be effective as of
     [ * ].To effectuate this Effective Date, and for purposes of clarification,
     the Parties agree that Limelight shall be entitled to a [ * ] herein for
     the period from [ * ] to the [ * ] and such credit amount shall be applied
     only against the billing for the specific wavelength circuits ordered, as
     set out above. [ * ] will be handled through Global Crossing's standard
     credit process and shall be issued in the form of a [ * ], to be signed by
     both Parties, once the [ * ] has been calculated, and applied by Global
     Crossing as a [ * ] Limelight's Invoice for the said wavelength circuits.
     Any rates for newly subscribed products shall be effective on the date of
     execution of this amendment by Global Crossing.

11.  The balance of the Agreement and any executed amendments or addenda thereto
     not modified by this Amendment #14 hall remain in full force and effect.



GLOBAL CROSSING BANDWIDTH, INC.        LIMELIGHT NETWORKS, INC.

By: /s/ Greg Spraetz                   By: /s/ William H. Rinehart
    -----------------------------          -------------------------------------
    Greg Spraetz                           William H. Rinehart
    Senior Vice President                  President and Chief Executive Officer

Date:                                  Date:
     ----------------------------            -----------------------------------


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       3
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                                                                       EXHIBIT I
[GLOBAL CROSSING]

                      SERVICE TERMS AND SLA FOR DARK FIBER

Dark Fiber Lease. These are the service terms and service level agreement for
the lease of Global Crossing Dark Fiber which apply to the provision of Dark
Fiber by Global Crossing, in addition to the terms of any Master Services
Agreement, Carrier Services Agreement or other Global Crossing master agreement
(in each case a "MASTER AGREEMENT" or "MSA") executed by Customer and Global
Crossing. Initial capitalized terms not otherwise defined in these terms and
conditions shall have the meanings given those terms in the Master Agreement.

SECTION 1.  DESCRIPTION OF SERVICE

1.1  Service Description. Global Crossing Dark Fiber Service is the provision on
     a leased basis of fiber optic cable pairs on Global Crossing's Network not
     carrying a signal ("FIBER"). For the avoidance of doubt, Global Crossing
     Dark Fiber Service is not comprised of SONET ring-protected private lines,
     point-to-point bi-directional circuits at OCN speeds or any other
     configuration.

1.2  Unless otherwise agreed to by Global Crossing, the Fiber provided by Global
     Crossing shall be single mode Fiber, installed and operating in conformity
     with generally accepted standards utilized by Global Crossing for its own
     Network.

1.3  Customer understands and acknowledges that the provision of Dark Fiber by
     Global Crossing is offered by Global Crossing on an "as available" basis
     and is not available in all regions. All requests for Dark Fiber are
     subject to individual quotation and order acceptance by Global Crossing.

SECTION 2.        LEASE OF DARK FIBER AND PAYMENT

2.1  The Service is offered in two types: (i) annual lease for a term of years,
     with a Monthly Service Charge ("MRC") payable, or (ii) a pre-paid lease for
     a term of years with a prepaid lease amount payable ("PREPAID LEASE
     CHARGE"). The term of years in either case is the "INITIAL TERM"). For each
     Fiber pair ordered by Customer, the following shall be set out in the Order
     form for the Service:

     -    selected type of service (annual lease or prepaid lease)

     -    pricing

     -    length of Initial Term

     -    details of demarcation points and specific solution/requirements at
          those demarcation points

     -    any miscellaneous routing or service requirements

2.2  At the end of the Initial Term (or any extension) for a Fiber lease (in
     each case the "LEASE EXPIRATION DATE"), the term for that Fiber lease will
     automatically be extended on the same terms for an additional period of
     [ * ] months unless:

     2.2.1  either Party notifies the other in writing at least thirty (30) days
            before the Service Expiration Date that the lease shall not
            auto-renew, and shall terminate on the Service Expiration Date, in
            which case Global Crossing shall terminate the provision of the
            Fiber on the Service Expiration Date; or

     2.2.2  Customer notifies Global Crossing in writing at least thirty (30)
            days before the Service Expiration Date that Customer wishes to
            renew the lease on a [ * ] basis only, in which case (a) regardless
            of any other pricing provisions agreed with Customer, the rates and
            charges for the lease shall be increased to a [ * ] rate with effect
            from the Service Expiration Date, and (b) such [ * ] lease may be
            terminated by either Party upon thirty (30) days' written notice to
            the other at any time following the Service Expiration Date.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


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                                                                       EXHIBIT I

SECTION 3.        CUSTOMER RESPONSIBILITIES

Customer shall:

3.1  Comply and procure that its employees and agents comply with all applicable
     laws and all reasonable requests, demands or requirements (whether in
     writing or not) communicated by Global Crossing as to safety, the use of
     the Fiber, or access to any Global Crossing facility;

3.2  In the interests of safety in accordance with applicable good engineering
     practice, comply and procure that its customers, employees and agents
     comply promptly with any request by Global Crossing to disconnect from all
     or any part of the Fiber or switch off any of Customer's equipment or that
     of its customers (including, but not limited to, any lasers) and not to
     reconnect or switch on such equipment until instructed by Global Crossing
     that it is safe to do so;

3.3  Follow any procedures notified to Customer by Global Crossing regarding the
     use of the Fiber;

3.4  Ensure that its use and any of its other activities relating to the Fiber
     shall not interfere with use by Global Crossing or any third party of the
     Global Crossing Network or with telecommunication transmissions by Global
     Crossing or any third party through the Global Crossing Network;

3.5  Where Global Crossing so requires, procure access for Global Crossing (or
     its respective employees or agents) to any Customer facilities for the
     purpose of testing or repairs or where such access is required to enable
     Global Crossing to comply with its obligations hereunder;

3.6  At the request and expense of Global Crossing, use all reasonable
     endeavours to take such steps as are necessary to safeguard Global
     Crossing's rights in its Network (including the Fiber);

3.7  Not substitute, remove, add, alter, amend or expand any cable, wiring,
     equipment, hardware, software, or Fiber comprising part of or connected
     directly to Global Crossing's Network without first obtaining Global
     Crossing's written agreement;

3.8  Except as expressly agreed in writing with Global Crossing, not have any
     access to Global Crossing's Network and Customer shall not, under any
     circumstances, move, relocate, disturb, handle or otherwise come into
     contact with (whether directly or indirectly) the Fiber, the duct(s) in
     which the Fiber is located, or any other portion of Global Crossing's
     Network; and

3.9  Be solely responsible for obtaining and maintaining any and all permits,
     licences, governmental or regulatory approvals which are required for
     Customer's use of the Fiber and/or any telecommunications equipment used in
     connection therewith.

SECTION 4.  TAKEOVER OF FIBER

4.1  Customer is solely responsible for ordering and maintaining all facilities,
     equipment, and services necessary to light and use the Fiber provided by
     Global Crossing and for all costs and expenses incurred in relation
     thereto, including without limitation, the installation, testing,
     maintenance and operation of any equipment and facilities. Global Crossing
     and Customer shall agree the specific technical solution and demarcation
     points for all Fiber to be provided by Global Crossing. Depending on the
     solution agreed in each case, Customer may be required to purchase
     additional Global Crossing services such as Collocation Service,
     Interconnect Access Service or Metro Access Service. Unless otherwise
     expressly agreed in writing, Global Crossing does not provide, order,
     design or co-ordinate or otherwise arrange for any inside wiring or
     'extended demarc' either at Global Crossing facilities or Customer's
     premises.




                                       5
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                                                                  EXECUTION COPY
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                                                                       EXHIBIT I

4.2  Global Crossing commits to provisioning Fiber on the ready for service date
     (the "RFS DATE") agreed between Customer and Global Crossing. The Parties
     agree that take over of the whole Fiber may occur in stages on a segment by
     segment basis (as set out in the Order Form) in accordance with this
     Section 4. Requested service date(s) recorded on the Order Form do not
     establish the RFS Date, instead, the Global Crossing and Customer Project
     Managers for the Service shall agree upon the specific RFS Date following
     order acceptance. If Customer requests a change to a pending order, a new
     RFS Date will be established.

4.3  Changes to, or cancellations of, pending orders are accepted within the
     absolute discretion of Global Crossing; if accepted, Customer shall be
     liable to pay Global Crossing the following: (a) costs incurred in reliance
     upon Customer's order, including any third party charges incurred by Global
     Crossing in reliance of Customer's order, and (b) 100% of the installation
     charge.

4.4  On or before the RFS Date, or any amended RFS Date, Global Crossing will
     test the Fiber and declare its availability for Customer use. The Service
     Commencement Date ("SERVICE COMMENCEMENT DATE") for Fiber ordered will be
     the date upon which Global Crossing notifies Customer (by writing or
     electronic transmission) that the Fiber is available for Customer use,
     unless Customer within forty-eight (48) hours notifies Global Crossing of
     its non-acceptance on the basis that the agreed technical specifications
     for the Fiber have not been met. In that case, further tests of the Fiber
     will be conducted and a new Service Commencement Date will be agreed upon,
     provided that any Customer use of Fiber for other than testing purposes
     following notice of non-acceptance will be deemed to constitute acceptance
     of that Fiber or segment.

4.5  Any Break-Outs requested by Customer shall be subject to separate
     negotiation and agreement between the Parties.

SECTION 5. PAYMENT

5.1  Unless otherwise agreed, all charges for Fiber (including any non-recurring
     installation charges and either (i) MRC or (ii) Prepaid Lease Charge), are
     payable within [ * ] days of the Service Commencement Date, regardless of
     whether or not any 'extended demarc' arranged by Customer has been
     completed at that time or whether or not Customer is ready to use the Fiber
     on that date.

5.2  In addition to a one-time installation charge and either (i) MRC or (ii)
     Prepaid Lease payment amount (as set forth on an Order Form), Customer may
     also be responsible for miscellaneous charges including any charges for
     special construction requirements, expedite requests, or the like, agreed
     between Customer and Global Crossing.

5.3  Unless otherwise agreed, all Fiber provided to Customer in Europe pursuant
     to these terms and conditions shall be provided by Global Crossing Ireland
     Limited. Accordingly, Customer acknowledges and agrees that regardless of
     the Global Crossing entity which has entered into the Master Agreement with
     Customer, all charges in respect of Fiber provided to Customer in Europe,
     shall be invoiced by, and payable by Customer to, Global Crossing Ireland
     Limited.

SECTION 6. MAINTENANCE

6.1  Maintenance. Global Crossing shall perform or cause to be performed all
     operation, administration and maintenance with respect to Fiber provided to
     Customer. Global Crossing shall use reasonable efforts to cause the Fiber
     to be maintained in efficient working order, using Global Crossing's
     standard maintenance procedures. In the event of disruption of service due
     to Force Majeure or other emergency, Global Crossing shall cause service to
     be restored as quickly as reasonably practicable, taking such measures as
     are reasonably necessary for restoration. The Global Crossing Network
     Operations Center (NOC) provides support for Global Crossing customers
     twenty-four (24) hours a day, seven (7) days a week. The NOC acts as the
     single point of contact for Customer to report problems, using a telephone
     number provided to Customer. Guidelines for reporting and management of
     service issues will be provided separately to Customer.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       6
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                                                                  EXECUTION COPY
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                                                                       EXHIBIT I

SECTION 7. RESALE OF FIBER

7.1  Customer shall not resell the Fiber, or any part thereof or allow other
     carriers to interconnect with Global Crossing's Fiber Distribution Panels.
     For the avoidance of doubt, nothing in this Section 7 shall restrict
     Customer's right to grant to third parties the right to service capacity or
     similar rights deriving the use of the Fiber in the normal course of its
     business provided always:

     7.1.1  that the terms of such resale shall confer no greater rights on any
            third party and shall impose on such third party no less onerous
            obligations than those set out in these terms and conditions; and

     7.1.2  that Customer shall not resell the right to use the whole of any or
            all of the individual Fibers comprising the Fiber.

SECTION 8.  ADDITIONAL TERMS APPLYING TO FIBER SITUATED IN THE UNITED KINGDOM.

The following additional terms shall apply in respect of any Fiber which is
leased by Global Crossing to Customer and which is situated within the United
Kingdom.

8.1  Notwithstanding any provisions to the contrary in the Master Agreement,
     Customer agrees to pay all rates and other tax liabilities, attributable to
     the Fiber which may be assessed or charges by a rating authority or other
     governmental or taxing authority in the United Kingdom, and accepts that
     the Fiber forms part of Customer's hereditament for rating purposes.

8.2  In the event that it is reasonably necessary to do so because of work on or
     incidents effecting a railway based route, Global Crossing shall have the
     right having given reasonable prior notice to Customer (i) to provide
     Customer Fibers on an alternate route provided that there is a minimum
     interruption in, and minimum degradation of, the service to Customer; and
     (b) to cease to provide the Fiber to Customer, provided that Customer shall
     be entitled to a refund of any amounts paid in advance by Customer for the
     provision of the Fiber LESS an amount attributable to the periods for which
     the Fiber has been provided to Customer, and Global Crossing shall use its
     best endeavors to assist Customer in obtaining an alternative service.

8.3  The Parties agree that Customer will not have any access under these terms
     and conditions or otherwise to any land owned by Network Rail
     Infrastructure Limited or any other land in the United Kingdom which is
     used for railway operational purposes.

8.4  Inability to obtain access to the Fiber as a result of the operation of
     railway rules or regulation in the United Kingdom shall constitute a "Force
     Majeure" event for the purposes of the Master Agreement.

SECTION 9. SERVICE LEVEL AGREEMENT

9.1  Installation: Global Crossing commits to provisioning the Fiber on the
     mutually agreed RFS Date. If Global Crossing fails to provision the Fiber
     upon the mutually agreed RFS Date, then Global Crossing will issue a credit
     according to the following schedule:



IF DELIVERY DATE IS EXCEEDED BY          % CREDIT
---------------------------------------------------------------------------------------------
                                       
1-5 days                                  [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------
6-10 days                                 [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------
11-30 days                                [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------
Greater than 31 days                      [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------


9.2  For the purpose of this Section, no credit shall be payable in respect of
     delays caused by Customer and/or circumstances where Customer is not ready
     to receive or use the Fiber, or due to Customer's failure to provide Global
     Crossing, or its third-party, with the appropriate support, such as
     physical access, to install the Fiber.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       7
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                                                                  EXECUTION COPY
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                                                                       EXHIBIT I

SECTION 10. SITE-SPECIFIC PRICING

10.1  Limelight shall have the option to order dark fiber as follows:



                                                                  INSTALLATION
LOCATION                           TERM              MRC               NRC
--------------------------------------------------------------------------------
                                                         
[ * ]                              [ * ]            [ * ]             [ * ]
[ * ]
[ * ]                              [ * ]            [ * ]             [ * ]


Contrary to Section 2.2 herein, at the end of the Term for the above sites, the
Term shall automatically be extended on the same terms on a [ * ] basis.

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       8
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                                                                  EXECUTION COPY
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[GLOBLA CROSSING LOGO]




                  AMENDMENT #15 TO BANDWIDTH/CAPACITY AGREEMENT

                            LIMELIGHT NETWORKS, INC.

                                FEBRUARY 27, 2006

This is Amendment #15 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").

1.       Except as otherwise stated, capitalized terms used herein shall have
         the same meaning as set forth in the Agreement.

2.       The following terms specific to Limelight's IP Transit Service shall be
         incorporated into Section 3 of the IP Transit Pricing, Exhibit C (a) to
         the Agreement, as follows:



             AGGREGATE
          BANDWIDTH USAGE
          ACROSS ALL PORTS                    MRC PER MBPS
          ----------------                    ------------
                                           
          [ * ]                                   [ * ]
          [ * ]                                   [ * ]


     -   TIER RATE ADJUSTMENTS: Global Crossing will honor tier rate adjustments
         when requested by Limelight when traffic volume is rated at a [ * ]
         with a [ * ] and nears the next [ * ]. Requests to adjust tier rates
         must be sent in writing by Limelight and received by Global Crossing no
         later than [ * ] after receipt of invoice in which those adjustments
         are to be applied. For example, [ * ] would be adjusted to [ * ] and
         Limelight would be charged the lower amount.

     -   All new 10Gbps Ethernet IP Transit ports ordered shall have a term
         commitment of not less than [ * ]. Each existing 10 Gbps Ethernet port
         shall have a [ * ] bandwidth commitment on available capacity which is
         part of the [ * ] commitment. Existing Circuits can be renewed or
         disconnected on a [ * ] basis at the end of the initial term with
         proper notice. For each new 10 Gbps Ethernet port, Customer shall have
         a [ * ] bandwidth commitment on available capacity for the [ * ] year
         and a [ * ] bandwidth commitment on available capacity for the [ * ]
         year of service which is part of the [ * ] commitment. For example, if
         Limelight committed to [ * ] ports the total commitment would be [ * ]
         for first year pricing.

     -   In the event of Change of Control at Limelight, Limelight may cancel
         circuits after a minimum of [ * ] from install date with [ * ] written
         notice to Global Crossing.

     -   A one-time billing sign on bonus for IP Transit will be applied to
         Limelight's March invoice in the amount of [ * ].

         ***All other IP Transit terms and/or pricing not specifically modified
         in this Amendment #15 shall remain in place.

     -   Global Crossing shall use its best commercial efforts to provide 10Gbps
         Ethernet service in the following locations, and will notify Limelight
         of 10Gbps Ethernet availability on a per POP basis:

*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       1
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                                                                  EXECUTION COPY
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GLOBAL CROSSING ON NET LOCATIONS



              STATE                      CITY                        ADDRESS
              -----                      ----                        -------
                                                               
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]
              [ * ]                      [ * ]                        [ * ]



3.       The following terms shall be added to Limelight's Wavelength Service
         Schedule, identified as Exhibit H in the Agreement, and shall apply
         only to circuits ordered after the execution of this Amendment #15.

         -    2.5 GBPS RATE AND TERM: The per-mile DSO rate shall be [ * ] for
              all North American orders, $0 NRC with a [ * ] minimum on the on
              initial 2.5Gbps wavelengths purchase. Installation charges shall
              be reviewed by Global Crossing on a per-order basis. All new wave
              orders shall be subject to route availability. For any circuits
              ordered prior to this Amendment #15 with a rate below [ * ],
              Limelight shall receive the lower rate. All MRC and NRC charges
              for Metro Loops are waived for on net locations as identified in
              Attachment 2, attached to this Amendment. Notwithstanding the
              forgoing, on net locations identified in Attachment 2, with the
              exception of the city pairs already identified in Attachment 1,
              are subject to capital approval and existing transmission
              capability to support the wavelength service for all levels of
              capacity for all on net routes. All new 2.5Gbps wavelengths
              ordered shall have a term commitment of not less than [ * ]. All
              CURRENT 2.5G waves will bill at the new rate on next invoice cycle
              and are not subject to [ * ].

         -    2.5 GBPS UPGRADE: Commencing January 1, 2007 and subject to
              availability, Limelight shall have the option to upgrade the
              2.5Gbps, without liability for early termination fees on the then
              current 2.5G wavelength term, provided that (i) a replacement 10
              Gbps wavelength is ordered within thirty (30) days of the
              cancellation order for the existing circuit (ii) the replacement
              circuit has a term commitment of not less than [ * ]. Upon
              upgrade, initial 2.5 wavelengths may be disconnected at any time.

         -    10 GBPS RATE AND TERM: 10Gbps MRC shall be equal to [ * ] on all
              10Gbps ordered. All Metro Loop MRC and NRC charges will be waived
              for on net locations, identified in Attachment 2, attached to this
              Amendment. Notwithstanding the forgoing, on net locations
              identified in Attachment 2, with the exception of the city pairs
              already identified in Attachment 1, are subject to capital
              approval and existing transmission capability to support the
              wavelength service for all levels of capacity for all on net
              routes. Global Crossing shall use its best commercial efforts to
              install the 10Gbps within ninety (90) days from date of order. All
              new 10Gbps wavelengths ordered shall have a term commitment of not
              less than [ * ] years. In locations where 10G orders have been
              placed, additional 2.5G orders may be acquired at the [ * ] price
              subject to network availability and CAPEX approval.

         -    Minimum MRC's may be reduced to as low as the actual mileage
              charge with a payment of mutually agreed upon NRC.


    *CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                       2
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                                                                  EXECUTION COPY
--------------------------------------------------------------------------------

         -    In the event of a Change of Control in Limelight, Global Crossing
              shall allow Limelight, upon written request to Global Crossing, to
              alter the term of the Circuits to be [ * ] after [ * ]. If a
              change of control in Limelight occurs during the first [ * ] from
              the date from the date of installation, and Limelight requests the
              Circuit be terminated, Limelight shall be liable for and shall pay
              to Global Crossing an amount equal to the [ * ] for all months up
              to and including the [ * ]. Notwithstanding the foregoing,
              Limelight shall be liable for payment of [ * ], if any, for the
              [ * ] for any and all disconnected circuits or ports.

         -    Limelight may convert from the [ * ] option to a prepaid option by
              paying a [ * ]. The [ * ] will be equal to the [ * ]. A [ * ]
              discount shall be applied to the remaining months if payment is
              received by [ * ]. A [ * ] discount shall be applied to the
              remaining months if payment is received by [ * ].

         -    At the conclusion of the circuit term, each circuit will renew on
              [ * ] basis at Limelight's then current contracted rates.

         -    Global Crossing will not commence billing on any particular
              partial segment unless the [ * ] [ * ] have been installed.

         -    A one-time billing sign on bonus for wavelengths will be applied
              to Limelight's March invoice in the amount of [ * ].


4.       Limelight's Wavelength Site Specific pricing shall be revised to
         include the rates attached to this Amendment as Attachment 1.

5.       Global Crossing will use commercially reasonable efforts to provide
         current order for [ * ].

6.       Limelight does not guarantee orders will be placed for all locations
         where pricing has been provided.

7.       The revised monthly recurring IP Transit charges shall be effective
         from Limelight's Billing Cycle which commenced February 1, 2006. The
         revised monthly recurring Wavelength charges shall be effective
         Limelight's next full Billing Cycle which commences March 1, 2006.

8.       The balance of the Agreement and any executed amendments or addenda
         thereto not modified by this Amendment #15 hall remain in full force
         and effect.

9.       This Amendment #15 shall be effective as of the date signed by Global
         Crossing below.


GLOBAL CROSSING BANDWIDTH, INC.           LIMELIGHT NETWORKS, INC.


By: [ILLEGIBLE]                           By:  /s/ William H. Rinehart
    -----------------------------             ----------------------------------
                                                   William H. Rinehart
                                                   President

Date:                                     Date:
      ---------------------------               --------------------------------


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       3
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                                                                    ATTACHMENT 1

SITE SPECIFIC WAVES




                                                                    Circuit     Circuit     Circuit
 Capacity        Loc A           Loc Z     Qty Reqstd    MRC         Qty. 2      Qty. 3      Qty. 4
---------------------------------------------------------------------------------------------------
                                                                       
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]

                 [ * ]           [ * ]       [ * ]       [ * ]       [ * ]
                 [ * ]           [ * ]       [ * ]       [ * ]       [ * ]

2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
2.5G             [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]
1) [ * ]
2) We will agree, within [ * ] upon request after 1/1/2007, to upgrade 2.5G wave(s) to 10G wave
at 2x 1st 2.5G wave MRC for [ * ].
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]         [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]         [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]         [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]         [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]         [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]         [ * ]
10G              [ * ]           [ * ]       [ * ]       [ * ]       [ * ]       [ * ]        [ * ]


*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


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                                                                  EXECUTION COPY
--------------------------------------------------------------------------------
                                                                    ATTACHMENT 2

METRO LOOP LOCATIONS



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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       5
<PAGE>
                                                                  EXECUTION COPY
--------------------------------------------------------------------------------
                                                                    ATTACHMENT 2

METRO LOOP LOCATIONS



                                                                       ZIP
     NORTH AMERICA                     ADDRESS                 STATE  CODE        CLLI              V&H            NPA-NXX
     -------------                     -------                 -----  ----        ----              ---            -------
                                                                                                 
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       6
<PAGE>

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------
                                                                    ATTACHMENT 2

METRO LOOP LOCATIONS



                                                                       ZIP
     NORTH AMERICA                     ADDRESS                 STATE  CODE        CLLI              V&H            NPA-NXX
     -------------                     -------                 -----  ----        ----              ---            -------
                                                                                                 
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       7
<PAGE>

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------
                                                                    ATTACHMENT 2

METRO LOOP LOCATIONS



                                                                       ZIP
     NORTH AMERICA                     ADDRESS                 STATE  CODE        CLLI              V&H            NPA-NXX
     -------------                     -------                 -----  ----        ----              ---            -------
                                                                                                 
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       8
<PAGE>

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------
                                                                    ATTACHMENT 2

METRO LOOP LOCATIONS



                                                                       ZIP
     NORTH AMERICA                     ADDRESS                 STATE  CODE        CLLI              V&H            NPA-NXX
     -------------                     -------                 -----  ----        ----              ---            -------
                                                                                                 
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

                                       9


<PAGE>

                                                                  EXECUTION COPY

                                                                    ATTACHMENT 2

METRO LOOP LOCATIONS



         EUROPE                         ADDRESS                   POSTAL CODE
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(GLOBAL CROSSING LOGO)


                AMENDMENT #16 TO BANDWIDTH / CAPACITY AGREEMENT

                            LIMELIGHT NETWORKS, INC.

                                AUGUST 24, 2006

This is Amendment #16 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and LimeLight
Networks, Inc. ("LIMELIGHT" or "CUSTOMER"), dated August 29, 2001, as amended
(the "AGREEMENT").

1.    Except as otherwise stated, capitalized terms used herein shall have the
      same meaning as set forth in the Agreement.

2.    The following shall be incorporated into the Agreement as Section 26:

      "26.  Customer shall comply with Global Crossing's Acceptable Use and
            Security Policies (the "Policy"), as set forth in Section 6 of
            Exhibit C (IP Transit Service Schedule) in Amendment #10, and such
            Policy shall apply to the entire Agreement. For clarity, the Policy
            shall apply to all current and future Services provided under the
            Agreement."

3.    Limelight's IP Transit Pricing, identified as Exhibit C(a) in the
      Agreement and last revised in Amendment #15, shall be revised according to
      the table below.



    AGGREGATE
 BANDWIDTH USAGE
ACROSS ALL PORTS    MRC PER Mbps
   IN GIGABITS
----------------    ------------
                 
      [ * ]            [ * ]
      [ * ]            [ * ]
      [ * ]            [ * ]
      [ * ]            [ * ]
      [ * ]            [ * ]
      [ * ]            [ * ]


4.    All other IP Transit terms and/or pricing not specifically modified in
      this Amendment shall remain in place. In addition, the revised IP Transit
      rates contained herein shall remain in place for a [ * ] period following
      the effective date of this Amendment. Therefore, no [ * ] shall take place
      within a [ * ] period after the effective date of this Amendment.

5.    In the event that a customer is extended a [ * ] for IP Transit Service at
      [ * ], then Global Crossing agrees to [ * ], even if such proposal is
      within the [ * ] as set out in item #4 above.

6.    Provided Customer signs this Amendment and returns it to Global Crossing
      no later than the close of business on August 25, 2006, the revised IP
      Transit rates included herein shall be effective as of September 1, 2006
      (August 2006 usage). In the event this Amendment #16 is not returned by
      said date, the revised rates shall be effective with Customer's first full
      Billing Cycle following the execution of this Amendment by Global
      Crossing.

7.    The balance of the Agreement and any executed amendments or addenda
      thereto not modified by this Amendment #16 shall remain in full force and
      effect.

8.    Each individual executing below on behalf of a Party hereby represents and
      warrants to the other Party that such individual is duly authorized to so
      execute, and to deliver, this Amendment.

9.    This Amendment #16 shall be effective as of the date signed by Global
      Crossing below.


GLOBAL CROSSING BANDWIDTH, INC.          LIMELIGHT NETWORKS, INC.


By:   /s/ Greg Spraetz                   By: /s/ Gary Baldus
    --------------------------------         --------------------------------
      Greg Spraetz                             Gary Baldus
      Senior Vice President                    Vice President of Infrastructure


Date:                                    Date:
      ------------------------------           ---------------------------------

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