by and among

Ex. 10.2

EXECUTION COPY

STOCK PURCHASE AGREEMENT

and

among

USinternetworking, Inc.

Blue Chip Capital Fund II Limited Partnership

Miami Valley Venture Fund L.P.

Grotech Partners IV L.P.

and

Grotech Partners V L.P.

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

Dated as of June 18, 1998

TABLE OF CONTENTS

PAGE

ARTICLE 1. DEFINITIONS............................................................................................1

1.1. DEFINITIONS................................................................................1
1.2. ACCOUNTING TERMS; FINANCIAL STATEMENTS.....................................................4
1.3. KNOWLEDGE STANDARD.........................................................................4
1.4. Other Defined Terms........................................................................4

ARTICLE 2. AUTHORIZATION OF PREFERRED SHARES; PURCHASE AND SALE OF PREFERRED SHARES...............................5

2.1. PREFERRED SHARES...........................................................................5
2.2. PURCHASE AND SALE OF PREFERRED SHARES......................................................6
2.3. CLOSING....................................................................................6
2.4. FEES AND EXPENSES..........................................................................6

ARTICLE 3. CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO PURCHASE THE PREFERRED SHARES........................6

3.1. REPRESENTATIONS AND WARRANTIES.............................................................7
3.2. COMPLIANCE WITH TERMS AND CONDITIONS OF THIS AGREEMENT.....................................7
3.3. DELIVERY OF CERTIFICATES EVIDENCING THE SHARES.............................................7
3.4. CLOSING CERTIFICATES.......................................................................7
3.5. SECRETARY'S CERTIFICATES...................................................................7
3.6. DOCUMENTS..................................................................................7
3.7. PURCHASE PERMITTED BY APPLICABLE LAWS......................................................8
3.8. CONSENTS AND APPROVALS.....................................................................8
3.9. CONSENTS AND WAIVERS.......................................................................8
3.10. NO MATERIAL JUDGMENT OR ORDER.............................................................8
3.11. LEGAL OPINION.............................................................................8

ARTICLE 4. CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE...................................................9

4.1. REPRESENTATIONS AND WARRANTIES.............................................................9
4.2. COMPLIANCE WITH THIS AGREEMENT.............................................................9
4.3. CLOSING CERTIFICATE........................................................................9
4.4. ISSUANCE PERMITTED BY APPLICABLE LAWS......................................................9
4.5. PAYMENT OF PURCHASE PRICE..................................................................9
4.6. CONSENTS AND APPROVALS....................................................................10
4.7. CONSENT AND WAIVER........................................................................10
4.8. NO MATERIAL JUDGMENT OR ORDER.............................................................10

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................................10

5.1. CORPORATE EXISTENCE AND AUTHORITY.........................................................10
5.2. CORPORATE AUTHORIZATION; NO CONTRAVENTION.................................................11
5.3. GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS..........................................11
5.4. BINDING EFFECT............................................................................11
5.5. CAPITALIZATION............................................................................11
5.6. PRIVATE OFFERING..........................................................................12
5.7. LITIGATION................................................................................13
5.8. FINANCIAL STATEMENTS......................................................................13
5.9. TITLE AND CONDITION OF ASSETS.............................................................13
5.10. CONTRACTUAL OBLIGATIONS..................................................................13
5.11. TAX MATTERS..............................................................................14
5.12. SEVERANCE ARRANGEMENTS...................................................................14
5.13. INVESTMENT COMPANY/GOVERNMENT REGULATIONS................................................14
5.14. BROKER'S, FINDER'S OR SIMILAR FEES.......................................................14
5.15. LABOR RELATIONS AND EMPLOYEE MATTERS.....................................................14
5.16. EMPLOYEE BENEFITS MATTERS................................................................15
5.17. OUTSTANDING BORROWINGS...................................................................15
5.18. INSURANCE SCHEDULE.......................................................................15
5.19. SOLVENCY.................................................................................15
5.20. NO OTHER AGREEMENTS TO SELL THE ASSETS OR CAPITAL STOCK OF THE COMPANY...................15
5.21. KEY EMPLOYEES............................................................................16
5.22. COMPLIANCE WITH LAW......................................................................15
5.23. DISCLOSURE...............................................................................16

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS......................................................16

6.1. PARTNERSHIP EXISTENCE AND AUTHORITY.......................................................16
6.2. ORGANIZATION; AUTHORIZATION; NO CONTRAVENTION.............................................17
6.3. BINDING EFFECT............................................................................17
6.4. PURCHASE FOR OWN ACCOUNT..................................................................17
6.5. FINANCIAL CONDITION.......................................................................18
6.6. RECEIPT OF INFORMATION....................................................................18
6.7. BROKER'S, FINDER'S OR SIMILAR FEES........................................................18
6.8. GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENT...........................................19
6.9. LITIGATION................................................................................19

ARTICLE 7. COVENANTS OF THE COMPANY WITH RESPECT TO THE PERIOD
FOLLOWING THE CLOSING..........................................................................19

7.1. RESERVATION OF SHARES.....................................................................19
7.2. ISSUANCE OF ADDITIONAL PREFERRED SHARES...................................................19

ARTICLE 8. INDEMNIFICATION.......................................................................................20

8.1. INDEMNIFICATION...........................................................................20
8.2. NOTIFICATION..............................................................................21

ARTICLE 9. MISCELLANEOUS.........................................................................................22

9.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................................22
9.2. NOTICES...................................................................................22
9.3. SUCCESSORS AND ASSIGNS....................................................................23
9.4. AMENDMENT AND WAIVER......................................................................24
9.5. COUNTERPARTS..............................................................................24
9.6. HEADINGS..................................................................................24
9.7. GOVERNING LAW.............................................................................24
9.8. JURISDICTION..............................................................................24
9.9. SEVERABILITY..............................................................................25
9.10. RULES OF CONSTRUCTION....................................................................25
9.11. ENTIRE AGREEMENT.........................................................................25
9.12. PUBLICITY................................................................................25
9.13. FURTHER ASSURANCES.......................................................................26
9.14. WAIVER OF JURY TRIAL.....................................................................26

iii

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered
into as of this 18th day of June, 1998, by and between USinternetworking, Inc.,
a Delaware corporation (the "Company") and Blue Chip Capital Fund II Limited
Partnership ("Blue Chip"), Miami Valley Venture Fund L.P. ("Miami"), Grotech
Partners IV L.P. ("Grotech") and Grotech Partners V L.P. ("Grotech II," and,
together with Blue Chip, Miami, and Grotech, are collectively referred to herein
as the "Purchasers").

RECITALS:

A. Upon the terms and subject to the conditions set forth in
this Agreement, the Company proposes to issue and sell shares of its Series A
Convertible Preferred Stock ("Series A Preferred Stock", as defined below) to
the Purchasers.

B. The Purchasers desire to purchase from the Company shares
of the Series A Preferred Stock as set forth on SCHEDULE 1 hereto.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto hereby agree as
follows:

ARTICLE 1.
DEFINITIONS

1.1. DEFINITIONS.

As used in this Agreement, and unless the context requires a
different meaning, the following terms have the meanings indicated:

"AFFILIATE" means, with respect to any specified Person, any
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such specified Person, whether by contract, through one or
more intermediaries, or otherwise.

"BUSINESS DAY" shall mean a day other than a Saturday or
Sunday or any federal holiday.

"COMMISSION" means the Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Securities Act (as
defined below).

"COMMON STOCK" means the common stock, par value $.001 per
share, of the Company, or any other capital stock of the Company into which such
stock is reclassified or reconstituted.

"CONDITION OF THE COMPANY" means the assets, business,
properties, operations, financial condition or prospects of the Company.

"EMPLOYEE PLANS" means all benefits arrangements, pension
plans or welfare plans adopted by the Company for its employees.

"EMPLOYEE STOCK OPTION PLAN" means an employee stock option
plan adopted by the Compensation Committee of the Board of Directors of the
Company providing for the issuance to certain employees of the Company of
options to purchase a certain number of shares of Common Stock at a certain
exercise price per share the total number of shares of Common Stock which may be
issued under such plan shall not exceed 6.5% of the total number of outstanding
shares of common stock calculated on a fully diluted basis, not including the
options and shares issuable or issued on exercise of options pursuant to the
Employee Stock Option Plan.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

"GAAP" means United States generally accepted accounting
principles, in effect from time to time, consistently applied.

"GOVERNMENTAL AUTHORITY" means the government of any nation,
state, city, locality or other political subdivision of any thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

"INDEBTEDNESS" means, as to any Person: (a) all obligations,
whether or not contingent, of such Person for borrowed money (including, without
limitation, reimbursement and all other obligations with respect to surety
bonds, letters of credit and bankers' acceptances, whether or not matured), (b)
all obligations of such Person evidenced by notes, bonds, debentures or similar
instruments, (c) all obligations of such Person representing the balance of
deferred purchase price of property or services, except trade accounts payable
and accrued commercial or trade liabilities arising in the ordinary course of
business, (d) all interest rate and

currency swaps, caps, collars and similar agreements or hedging devices under
which payments are obligated to be made by such Person, whether periodically or
upon the happening of a contingency, (e) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (f) all obligations of such Person under
leases which have been or should be, in accordance with GAAP, recorded as
capital leases, (g) all indebtedness secured by any Lien (other than Liens in
favor of lessors under leases other than leases included in clause (f)) on any
property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
non-recourse to the credit of that Person, and (h) all Indebtedness of any other
Person referred to in clauses (a) through (f) above, guaranteed, directly or
indirectly, by that Person.

"LIEN" means any mortgage, deed of trust, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other) or other
security interest of any kind or nature whatsoever (excluding preferred stock or
equity related preferences) including, without limitation, those created by,
arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease obligation, or any
financing lease having substantially the same economic effect as any of the
foregoing.

"OUTSTANDING BORROWINGS" means all Indebtedness of the Company
for borrowed money (including, without limitation, reimbursement and all other
obligations with respect to surety bonds, letters of credit and bankers'
acceptances, whether or not matured).

"PERSON" means any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, Governmental Authority or other entity of any kind, and shall include
any successor (by merger or otherwise) of such entity.

"REQUIREMENTS OF LAW" means, as to any Person, the provisions
of the Certificate of Incorporation and By-laws or other organizational or
governing documents of such Person, and any law, treaty, rule, regulation,
right, privilege, qualification, license or franchise, order, judgment, or
determination of an arbitrator or a court or other Governmental Authority, in
each case, applicable or binding upon such Person or any of its property or to
which such Person or any of its property is subject or applicable to any or all
of the transactions contemplated by or referred to in the Transaction
Agreements.

"SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder.

"SERIES A PREFERRED STOCK" means the 8% Series A Convertible
Preferred Stock, par value $.01 per share, of the Company, or any other capital
stock of the Company into which such stock is reclassified or reconstituted.

"TRANSACTION EXPENSES" means any and all reasonable
out-of-pocket (i) legal expenses incurred by the Purchaser in connection with
the negotiation and preparation of the Transaction Agreements, the consummation
of the transactions contemplated thereby and preparation for any of the
foregoing, including, without limitation, travel expenses, reasonable fees,
charges and disbursements of counsel and any similar or related legal costs and
legal expenses; and (ii) other expenses incurred by the Purchaser in connection
with the negotiation and preparation of this Agreement.

1.2. ACCOUNTING TERMS; FINANCIAL STATEMENTS.

All accounting terms used herein not expressly defined in this
Agreement shall have the respective meanings given to them in accordance with
sound accounting practice. The term "sound accounting practice" shall mean such
accounting practice as, in the opinion of the independent certified public
accountants regularly retained by the Company conforms at the time to GAAP
applied on a consistent basis except for changes with which such accountants
concur.

1.3. KNOWLEDGE STANDARD.

When used herein, the phrase "to the knowledge of" any Person,
"to the best knowledge of" any Person or any similar phrase shall mean, (i) with
respect to any individual, the actual knowledge of such Person, (ii) with
respect to any corporation, the actual knowledge of the officers and directors
of such corporation and the knowledge of such facts that such persons should
have in the exercise of their duties after reasonable inquiry, and (iii) with
respect to a partnership, the actual knowledge of the officers and directors of
the general partner of such partnership and the knowledge of such facts that
such persons should have in the exercise of their duties after reasonable
inquiry.

1.4. Other Defined Terms.

The following terms shall have the meanings specified in the
Sections set forth below:

TERM SECTION
---- -------

Actions 5.7
Additional Preferred Shares 7.4
Certificate of Incorporation 2.1
Certificate 2.1
Certificate of Designation 2.1
Closing Date 2.2
Closing 2.3
Indemnified Party 8.2
Indemnifying Party 8.2
Liabilities 8.1
Preferred Shares 2.1
Purchase Price 2.2
Purchasing Indemnified Party 9.1
Purchasing Indemnifying Party 9.1
Selling Indemnified Party 9.1
Selling Indemnifying Party 9.1
US West Agreement 2.2

ARTICLE 2.
AUTHORIZATION OF PREFERRED SHARES;
PURCHASE AND SALE OF PREFERRED SHARES

2.1. PREFERRED SHARES.

The Board of Directors of the Company has authorized the
issuance and sale of 5,000 additional shares (the "Preferred Shares") of the
Series A Preferred Stock and has duly adopted resolutions establishing the
rights, preferences, privileges and restrictions of the Series A Preferred
Stock. The Preferred Shares will have the respective rights, preferences and
privileges set forth in the Company's Certificate of Incorporation, as amended
(the "Certificate of Incorporation") and the Certificate of Designations,
Preferences, and Other Special Rights of Preferred Stock and Qualifications,
Limitations and Restrictions Thereof filed on May 27, 1998 with respect thereto
(the "Certificate of Designation" and together with the Certificate of
Incorporation, the "Certificate").

2.2. PURCHASE AND SALE OF PREFERRED SHARES.

Upon the terms and subject to the conditions herein contained,
on such day as the parties may agree but in any event prior to the Closing (as
defined therein) of the Stock Purchase Agreement (the "US WEST Agreement"),
dated as of June 18, 1998 by and between the Company and US WEST Communications,
Inc. (the "Closing Date"), the Company shall issue to the Purchasers and the
Purchasers shall acquire from the Company, the number of Preferred Shares set
forth next to each Purchaser's name on SCHEDULE 1 hereto. The aggregate purchase
price of such Preferred Shares, to be paid by the Purchasers in the amount set
forth next to each Purchaser's name on SCHEDULE 1 hereto, shall be Three Million
Dollars ($3,000,000) (the "Purchase Price").

2.3. CLOSING.

The closing of the sale to and purchase by the Purchasers of
the Preferred Shares (the "Closing") shall occur at 11 o'clock A.M., local time
on the Closing Date at the offices of Xxxxxx & Xxxxxxx, 0000 Xxxxxxxxxxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or such other location as the parties may
agree. At the Closing, (i) the Company shall deliver to the Purchasers
certificates evidencing the Preferred Shares being purchased by the Purchasers,
free and clear of any Liens of any nature whatsoever, other than those created
by the Certificate or the Shareholders' Agreement, registered in the Purchasers'
name, and (ii) the Purchasers shall deliver to the Company the Purchase Price,
in the amounts as set forth next to each Purchaser's name on SCHEDULE 1 hereto,
by cashier's or certified check or wire transfer of immediately available funds.

2.4. FEES AND EXPENSES.

Concurrently with the Closing, the Company shall reimburse
each Purchaser for the Transaction Expenses, which payment shall be made by wire
transfer of immediately available funds to an account or accounts designated by
such Purchaser.

ARTICLE 3.
CONDITIONS TO THE OBLIGATION OF THE
PURCHASERS TO PURCHASE THE PREFERRED SHARES

The obligation of each of the Purchasers to purchase the
Preferred Shares, to pay the Purchase Price therefor and to perform any of its
obligations hereunder on the Closing Date (unless otherwise specified) shall be
subject to the satisfaction of the following conditions on or before the Closing
Date:

3.1. REPRESENTATIONS AND WARRANTIES.

The representations and warranties of the Company contained in
Section 5 hereof shall be true and correct in all material respects at and as of
the Closing Date, as if made at and as of such date.

3.2. COMPLIANCE WITH TERMS AND CONDITIONS OF THIS
AGREEMENT.

The Company shall have performed and complied with all of the
agreements and conditions set forth herein that are required to be performed or
complied with by the Company on or before the Closing Date.

3.3. DELIVERY OF CERTIFICATES EVIDENCING THE SHARES.

The Company shall have delivered to the Purchasers the
certificates evidencing the Preferred Shares as set forth in Section 2.3.

3.4. CLOSING CERTIFICATES.

The Company shall have delivered to the Purchasers a
certificate executed by an authorized officer of the Company, certifying that
the representations and warranties of the Company are true and correct in all
material respects on and as of the Closing Date, and that the conditions set
forth in this Section 3 to be satisfied by the Company have been satisfied on
and as of the Closing Date.

3.5. SECRETARY'S CERTIFICATES.

The Purchasers shall have received a certificate from the
Company, dated as of the Closing Date and signed by the Secretary or an
Assistant Secretary of the Company, certifying that the attached copies of the
Certificate of Incorporation, Certificate of Designation, By-laws of the
Company, (all of which will be in form and substance consistent with this
Agreement) and resolutions of the Board of Directors of the Company approving
this transaction are all true, complete and correct and remain unamended and in
full force and effect.

3.6. DOCUMENTS.

The Purchasers shall have received true, complete and correct
copies of such documents and such other information as they may have reasonably
requested in connection with or relating to the sale of the Preferred Shares and
the transactions required to be performed herein.

3.7. PURCHASE PERMITTED BY APPLICABLE LAWS.

The acquisition of and payment for the Preferred Shares to be
acquired by the Purchasers hereunder and the consummation of this Agreement (a)
shall not be prohibited by any Requirements of Law, and (b) shall not conflict
with or be prohibited by any Contractual Obligation of the Company.

3.8. CONSENTS AND APPROVALS.

All consents, exemptions, authorizations, or other actions by,
or notices to, or filings with, Governmental Authorities and other Persons in
respect of all Requirements of Law and with respect to those material
Contractual Obligations of the Company necessary or required in connection with
the execution, delivery or performance (including, without limitation, the
issuance of the Preferred Shares and the issuance of the Common Stock upon
conversion of the Preferred Shares) by the Company shall have been obtained and
be in full force and effect and all waiting periods shall have lapsed without
extension or the imposition of any conditions or restrictions.

3.9. CONSENTS AND WAIVERS

The shareholders that are parties to the Shareholders'
Agreement, dated as of May 28, 1998 (the "Shareholders' Agreement") and the
holders of at least two-thirds of the outstanding shares of Series A Preferred
Stock shall have duly executed and delivered to the Purchasers the Consent and
Waiver substantially in the form attached as EXHIBIT A hereto.

3.10. NO MATERIAL JUDGMENT OR ORDER.

There shall not be any judgment or order of a court of
competent jurisdiction or any ruling of any Governmental Authority or any
condition imposed under any Requirement of Law which, in the reasonable judgment
of the Purchasers, would (i) prohibit the purchase of the Preferred Shares
hereunder, (ii) subject the Purchasers to any penalty if the Preferred Shares
were to be purchased hereunder, or (iii) question the validity or legality of
the transactions required to be performed under this Agreement.

3.11. LEGAL OPINION.

The Purchasers shall have received an opinion of counsel for
the Company in the form attached as EXHIBIT B hereto.

ARTICLE 4.
CONDITIONS TO THE OBLIGATION OF
THE COMPANY TO CLOSE

The obligation of the Company to issue and sell the Preferred
Shares and the other obligations of the Company hereunder, shall be subject to
the satisfaction of the following conditions on or before the Closing Date:

4.1. REPRESENTATIONS AND WARRANTIES.

The representations and warranties of the Purchasers contained
in Section 6 hereof shall be true and correct in all material respects on and as
of the Closing Date as if made at and as of such date.

4.2. COMPLIANCE WITH THIS AGREEMENT.

Each of the Purchasers shall have performed and complied with
all of the agreements and conditions set forth herein that are required to be
performed or complied with by the Purchasers on or before the Closing Date.

4.3. CLOSING CERTIFICATE.

Each of the Purchasers shall have delivered to the Company a
certificate executed by the Purchaser certifying that the representations and
warranties of such Purchaser contained in this Agreement are true and correct in
all material respects on and as of the Closing Date and that the conditions
contained in this Section 4 to be satisfied by such Purchaser have been
satisfied on and as of the Closing Date.

4.4. ISSUANCE PERMITTED BY APPLICABLE LAWS.

The issuance of the Preferred Shares to be issued by the
Company hereunder and the consummation of this Agreement (a) shall not be
prohibited by any Requirements of Law, and (b) shall not conflict with or be
prohibited by any Contractual Obligations of the Purchasers.

4.5. PAYMENT OF PURCHASE PRICE.

Each of the Purchasers shall have tendered to the Company the
Purchase Price as set forth in Schedule 1 hereto.

4.6. CONSENTS AND APPROVALS.

All consents, exemptions, authorizations, or other actions by,
or notices to, or filings with, Governmental Authorities and other Persons in
respect of all Requirements of Law and with respect to those material
Contractual Obligations of the Purchasers necessary or required in connection
with the execution, delivery or performance by the Purchasers shall have been
obtained and be in full force and effect and all waiting periods shall have
lapsed without extension or imposition of any conditions or restrictions.

4.7. CONSENT AND WAIVER

The Consent and Waiver substantially in the form set forth in
EXHIBIT A hereto shall have been executed by each of the shareholders that are a
party to the Shareholders' Agreement and by the holders of at least two-thirds
of the outstanding shares of Series A Preferred Stock.

4.8. NO MATERIAL JUDGMENT OR ORDER.

There shall not be any judgment or order of a court of
competent jurisdiction or any ruling of any Governmental Authority or any
condition imposed under any Requirements of Law which, in the reasonable
judgment of the Company would (i) prohibit the sale of the Shares or the
consummation of the other transactions hereunder, (ii) subject the Company to
any penalty if the Shares were to be sold hereunder or (iii) question the
validity or legality of the transactions required to be performed under this
Agreement.

ARTICLE 5.
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

The Company represents and warrants to, and covenants with,
the Purchasers as of the date hereof and as of the Closing Date as follows:

5.1. CORPORATE EXISTENCE AND AUTHORITY.

The Company was incorporated on January 14, 1998 and (a) is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, (b) has all requisite corporate power and authority to
own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently, or is currently proposed to be,
engaged, and (c) has the corporate power and authority to execute, deliver and
perform its

obligations under this Agreement and the related agreements referred to herein
to which it is or will be a party.

5.2. CORPORATE AUTHORIZATION; NO CONTRAVENTION.

The execution, delivery and performance by the Company of this
Agreement, the related agreements referred to herein and the consummation of the
transactions contemplated hereby, including, without limitation, the issuance of
the Preferred Shares, (a) have been duly authorized by all necessary corporate
action, including, if required, stockholder action, (b) do not conflict with or
contravene the terms of the Certificate or the By-laws of the Company, or any
amendment thereof; and (c) will not violate, conflict with or result in any
material breach or contravention of (i) any Contractual Obligation of the
Company or (ii) any Requirements of Law applicable to the Company.

5.3. GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS.

No approval, consent, compliance, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or any
other Person in respect of any applicable Requirements of Law in effect on the
date hereof, and no lapse of a waiting period under any applicable Requirements
of Law in effect on the date hereof, is necessary or required in connection with
the execution and delivery of this Agreement by the Company, the related
agreements referred to herein or the performance by the Company or enforcement
against the Company of any material obligation by the Company under this
Agreement, the related agreements referred to herein or the transactions to be
performed hereunder.

5.4. BINDING EFFECT.

This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights generally and by
general principles of equity relating to enforceability.

5.5. CAPITALIZATION.

On the Closing Date, the capital stock of the Company
shall consist of One Hundred Fifty Million (150,000,000) shares of Common Stock
and One Hundred Thousand (100,000) shares of preferred stock, with such shares
including the Preferred Shares. Of the 150,100,000 authorized shares of capital
stock of the Company, immediately after the Closing, there will be (i) 15
million shares of Common Stock issued and outstanding; (ii) Five Million

(5,000,000) shares of Common Stock reserved for issuance pursuant to the
Employee Stock Option Plan; (iii) 46,166.67 shares of Series A Preferred Stock
issued and outstanding, not including the shares that could be issued pursuant
to Section 7.2(a) hereof; and (iv) 98,100,000 fully diluted shares of Common
Stock outstanding, assuming conversion of all of the outstanding shares of
Series A Preferred Stock mentioned in subsection (iii) above, into 83,100,000
shares of Common Stock, but not including any shares authorized pursuant to the
Employee Stock Option Plan or the shares that may be issued pursuant to Section
7.2 hereof. As of the Closing Date, all outstanding shares of capital stock of
the Company, including the Preferred Shares, and the shares of Common Stock
issuable upon conversion of the Preferred Shares (when issued in accordance with
the conversion terms thereof), will be duly authorized and validly issued, fully
paid, nonassessable and free and clear of any Liens, preferential rights,
priorities, claims, options, charges or other encumbrances or restrictions other
than those created by the Certificate, the Bylaws, and the Shareholders'
Agreement.

(a) SCHEDULE 5.5 sets forth the name of each
holder of the issued and outstanding capital stock of the Company, the number of
shares of such capital stock held beneficially or of record by each such holder,
the name of each Person holding any options or other rights to purchase any
capital stock of the Company (except as may be permitted under the Shareholders'
Agreement), the number, class and series of shares of capital stock subject to
each such option or right and the exercise price of each such option or right.
Except for the options under the Employee Stock Option Plan and the Preferred
Shares, and except as identified in Section 7.4, there are no outstanding
securities convertible into or exchangeable for capital stock of the Company or
options, warrants or other rights to purchase or subscribe to capital stock of
the Company or contracts, commitments, agreements, understandings or
arrangements of any kind to which the Company or any Holder is a party relating
to the issuance of any capital stock of the Company, any such convertible or
exchangeable securities or any such options, warrants or rights. The Company has
no subsidiaries.

(b) Except as set forth on SCHEDULE 5.5 or in
the US WEST Agreement and as may be provided in the Shareholders' Agreement, no
Person has any preemptive rights, rights of first refusal, "tag along" rights,
rights of co-sale or any similar rights with respect to the issuance of the
Preferred Shares contemplated hereby or the issuance of any additional shares of
stock by the Company. SCHEDULE 5.5 identifies all Persons holding any such
rights and describes the material terms of all such rights.

5.6. PRIVATE OFFERING.

No form of general solicitation or general advertising was
used by the Company or its representatives in connection with the offer or sale
of the Preferred Shares. No registration

of the Preferred Shares pursuant to the provisions of the Securities Act or any
state securities or "blue sky" laws will be required by the offer, sale or
issuance of the Preferred Shares pursuant to this Agreement. The Company agrees
that neither it, nor anyone authorized to act on its behalf, will offer or sell
the Preferred Shares or any other security so as to require the registration of
the Preferred Shares pursuant to the provisions of the Securities Act or any
state securities or "blue sky" laws, unless such Preferred Shares are so
registered.

5.7. LITIGATION.

The Company has not received any notice of any governmental
charge, complaint or action or court order, writ, injunction, judgment or decree
outstanding or any claim, suit, litigation, legal proceeding, (collectively,
"Actions") which if adversely determined would have a material adverse effect on
(i) the Company or the Condition of the Company (ii) the transactions required
to be performed by the Company under this Agreement and, to the Company's
knowledge, there is no valid basis therefor, and no Action is threatened against
the Company.

5.8. FINANCIAL STATEMENTS.

The Company was incorporated on January 14, 1998, [and has not
yet commenced business operations.] As of the date hereof, it has no assets,
except as described below, and has not prepared financial statements. [SCHEDULE
5.8(a) sets forth all expenditures by or on behalf of the Company since its
formation in excess of $25,000, in any one case, or $200,000, in the aggregate.]
The Company's projections attached hereto as SCHEDULE 5.8(b) were prepared by
the Company's management in good faith, are based on reasonable assumptions,
represent management's best estimates of the Company's predicted operations and
performance under its business plan and reflect actual subjective expectations
of the Company's management. The Company has no reason to believe that the
results reflected in such projections are not attainable.

5.9. TITLE AND CONDITION OF ASSETS.

The Company currently has no assets (other than cash) except
as listed on SCHEDULE 5.10. The Company has a valid and enforceable leasehold
interest in its leases listed on SCHEDULE 5.10 pursuant to the terms of the
lease agreements and is not in default thereunder.

5.10. CONTRACTUAL OBLIGATIONS.

The Company has not entered into any contracts or agreements
or incurred any material liabilities, other than pursuant to this Agreement, the
Shareholders' Agreement and the agreements listed on SCHEDULE 5.10.

5.11. TAX MATTERS.

The Company has duly filed all tax reports and returns
required to be filed by it, including all federal, state, local and foreign tax
returns and reports and paid all taxes due with respect thereto.

5.12. SEVERANCE ARRANGEMENTS.

Except as set forth on SCHEDULE 5.12, the Company has not
entered into any severance or similar arrangement in respect of any present or
former employee of the Company that will result in any obligation (absolute or
contingent) of the Company to make any payment to such present or former
employee of the Company following termination of employment.

5.13. INVESTMENT COMPANY/GOVERNMENT REGULATIONS.

Immediately following the Closing, after giving effect to the
transactions contemplated by this Agreement and the Shareholders' Agreement
neither the Company nor any Person controlling, controlled by or under common
control with the Company will be an "investment company" within the meaning of
the Investment Company Act of 1940, as amended. The Company is not subject to
regulation under the Public Utility Holding Company Act of 1935, as amended, the
Federal Power Act, or any federal or state statute or regulation limiting its
ability to incur Indebtedness.

5.14. BROKER'S, FINDER'S OR SIMILAR FEES.

There are no brokerage commissions, finder's fees or similar
fees or commissions payable in connection with the transactions contemplated
hereby based on any agreement, arrangement or understanding with the Company or
any officer, director, shareholder, or Affiliate of the Company or any action
taken by any such person.

5.15. LABOR RELATIONS AND EMPLOYEE MATTERS.

(a) The Company is not and has not engaged in
any unfair labor practice.

(b) Except as set forth on SCHEDULE 5.10,
the Company is not a party to any employment agreement (other than "at will"
employment relationships), collective bargaining agreement or covenant not to
compete.

5.16. EMPLOYEE BENEFITS MATTERS.

Except as set forth on SCHEDULE 5.16, the Company has not
adopted or implemented any Employee Plan.

5.17. OUTSTANDING BORROWINGS.

SCHEDULE 5.17 lists the amount of all Outstanding Borrowings
as of the date hereof and the name of each lender thereof.

5.18. INSURANCE SCHEDULE.

SCHEDULE 5.18 accurately summarizes all of the Company's
insurance policies or programs in effect as of the date hereof and indicates the
insurer's name and policy number and also indicates any self-insurance program
that is in effect.

5.19. SOLVENCY.

The Company has not (i) made a general assignment for the
benefit of its creditors, (ii) filed any voluntary petition in bankruptcy or
suffered the filing of any involuntary petition in bankruptcy by its creditors,
(iii) suffered the appointment of a receiver to take possession of all or
substantially all of its assets or properties, (iv) suffered the attachment or
other judicial seizure of all or substantially all of its assets or (v) admitted
in writing its inability to pay its debts as they come due.

5.20. NO OTHER AGREEMENTS TO SELL THE ASSETS OR CAPITAL
STOCK OF THE COMPANY.

Other than as otherwise set forth in this Agreement, the
Company has no legal obligation, absolute or contingent, other than the
obligations of the Company under this Agreement or the Shareholders' Agreement,
to any person or firm to (i) sell any capital stock of the Company or, outside
of the ordinary course of business, assets, or effect any merger, consolidation
or other reorganization of the Company or (ii) enter into any agreement with
respect any of the foregoing.

5.21. KEY EMPLOYEES.

The performance by the Company's key employees of their duties
for the Company as contemplated by the Company's business plan will not violate
any provision of any agreement to which any of such persons or the Company is a
party, including any agreement with any former employer of any such person, or
give rise to any obligation or liability of the Company to any third party or
limit in any way the Company's ability to conduct its business. None of the
Company's key employees is engaged, directly or indirectly, or has any interest
(other than as a shareholder of a public company) in any entity which is engaged
in competition with the Company in its planned activities.

5.22. COMPLIANCE WITH LAW.

In its conduct of its business and affairs since its
formation, the Company has complied in all material respects with all applicable
Requirements of Law.

5.23. DISCLOSURE.

The Company has, to the best of its knowledge, fully responded
to all requests for information, and the Company has accurately answered all
questions from the Purchasers concerning the Condition of the Company, and has
not knowingly withheld any facts relating thereto which it reasonably believes
to be material with respect to its Condition. No information in this Agreement
or in any Exhibit or Schedule attached to this Agreement, contains or will
contain any untrue statement of a material fact or when considered together with
all such information delivered to the Purchasers omits to state any material
fact. The disclosures made in writing by the Company in connection with this
Agreement when read in the light of the circumstances when made and taken as a
whole, did not when made contain any untrue statement of a material fact.

ARTICLE 6.
REPRESENTATIONS AND
WARRANTIES OF THE PURCHASERS

Each Purchaser, severally and not jointly, hereby represents
and warrants to the Company as of the date hereof as follows:

6.1. PARTNERSHIP EXISTENCE AND AUTHORITY

Such Purchaser (a) is a limited partnership, duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
formation, (b) has all requisite power and

authority to own its assets and operate its business, and (c) has all requisite
power and authority to execute, deliver and perform its obligations under this
Agreement and the related agreements referred to herein to which it is or will
be a party.

6.2. ORGANIZATION; AUTHORIZATION; NO CONTRAVENTION.

The execution, delivery and performance by such Purchaser of
this Agreement and the related agreements referred to herein to which it is a
party or will be a party and the consummation of the transactions contemplated
thereby, including, without limitation, the acquisition of the Preferred Shares:
(a) is within such Purchaser's partnership authority, and has been duly
authorized by all necessary action on the part of such Purchaser; (b) does not
conflict with or contravene the terms of such charter; and (c) will not violate,
conflict with or result in any material breach or contravention of (i) any
Contractual Obligation of such Purchaser, or (ii) the Requirements of Law or any
order or decree applicable to such Purchaser.

6.3. BINDING EFFECT.

This Agreement has been duly executed and delivered by such
Purchaser, and this Agreement constitutes the legal, valid and binding
obligation of such Purchaser, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability.

6.4. PURCHASE FOR OWN ACCOUNT.

The Preferred Shares, and the shares of Common Stock to be
issued upon conversion of the Preferred Shares, are being or will be acquired by
such Purchaser for its own account and with no intention of distributing or
reselling such securities or any part thereof in any transaction that would be
in violation of the securities laws of the United States of America, or any
state, without prejudice, however, to the rights of such Purchaser at all times
to sell or otherwise dispose of all or any part of the Preferred Shares or the
shares of Common Stock issuable upon conversion of the Preferred Shares under an
effective registration statement under the Securities Act, or under an exemption
from such registration available under the Securities Act, and subject,
nevertheless, to the disposition of such Purchaser's property being at all times
within its control. If such Purchaser should in the future decide to dispose of
any of the Preferred Shares or the shares of Common Stock issuable upon
conversion of the Preferred Shares, such Purchaser understands and agrees that
it may do so only in compliance with the Securities Act and applicable state
securities laws, as then in effect. Such Purchaser agrees to the imprinting, so
long as required by law, of a legend on certificates representing all of the
Preferred Shares or the

shares of Common Stock to be issued upon conversion of the Preferred Shares to
the following effect:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF
SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED
AS OF MAY 28, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY
UPON REQUEST."

6.5. FINANCIAL CONDITION.

Such Purchaser's financial condition is such that it is able
to bear the risk of holding the Preferred Shares for an indefinite period of
time and can bear the loss of its entire investment in the Preferred Shares.
Such Purchaser has such knowledge and experience in financial and business
matters and in making high risk investments of this type that it is capable of
evaluating the merits and risks of the purchase of the Preferred Shares.

6.6. RECEIPT OF INFORMATION.

Such Purchaser has been furnished access to the business
records of the Company and such additional information and documents as such
Purchaser has requested and has been afforded an opportunity to ask questions of
and receive answers from representatives of the Company concerning the terms and
condition of this Agreement, the purchase of the Preferred Shares, the
prospective operations, market potential, capitalization, financial conditions,
and prospects of the business to be conducted by the Company, and all other
matters deemed relevant by such Purchaser.

6.7. BROKER'S, FINDER'S OR SIMILAR FEES.

There are no brokerage commissions, finder's fees or similar
fees or commissions payable in connection with the transactions contemplated
hereby based on any agreement, arrangement or understanding with such Purchaser
or any action taken by such Purchaser.

6.8. GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENT.

No approval, consent, compliance, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or any
other Person in respect of any Requirements of Law, and no lapse of a waiting
period under any Requirements of Law, is necessary or required in connection
with the execution, delivery or performance by such Purchaser (including,
without limitation, the acquisition of the Preferred Shares) or enforcement
against such Purchaser of this Agreement or the related agreements referred to
herein to which it is or will be a party or the transactions contemplated
thereby.

6.9. LITIGATION.

No Actions are pending, or to the best knowledge of such
Purchaser, threatened relating to or affecting the transactions required to be
performed by such Purchaser under this Agreement or the related agreements
referred to herein to which it is or will be a party.

ARTICLE 7.
COVENANTS OF THE COMPANY WITH RESPECT
TO THE PERIOD FOLLOWING THE CLOSING

Until all Preferred Shares are no longer outstanding due to
conversion or otherwise and until the payment by the Company of all other
amounts due to the Purchasers under this Agreement or the related agreements
referred to herein or the Certificate, the Company hereby covenants and agrees
with the Purchasers as follows:

7.1. RESERVATION OF SHARES.

The Company shall at all times reserve and keep available out
of its authorized Common Stock, solely for the purpose of issue or delivery upon
conversion of the Preferred Shares and the Additional Preferred Shares (as
defined below) as provided in the Certificate, the maximum number of shares of
Common Stock that may be issuable or deliverable upon such conversion. Such
shares of Common Stock shall, when issued or delivered in accordance with the
provisions of the Certificate, be duly authorized, validly issued and fully paid
and non-assessable. The Company shall issue such Common Stock in accordance with
the provisions of the Certificate and shall otherwise comply with the terms
thereof.

7.2. ISSUANCE OF ADDITIONAL PREFERRED SHARES.

The Company may issue those shares of Series A Preferred Stock
as contemplated by and pursuant to the terms and conditions of the US WEST
Agreement (such shares are

referred to herein as the "Additional Preferred Shares"). The Purchasers by
consummating the purchase of the Preferred Shares, thereby grant their consent,
as holders of Series A Preferred Stock and pursuant to paragraph 5(b)(12) of the
Certificate of Designation, to the above-described issuance of the Additional
Preferred Shares and waive any rights, including preemptive rights, they may
have under the Shareholders' Agreement with respect to the issuance of the
Additional Preferred Shares.

ARTICLE 8.
INDEMNIFICATION

8.1. INDEMNIFICATION.

(a) In addition to all other sums due hereunder
or provided for in this Agreement, the Company (the "Selling Indemnifying
Party") shall defend, indemnify and hold harmless the Purchasers and their
Affiliates and their respective officers, directors, agents, employees,
subsidiaries, partners and assigns (each a "Purchasing Indemnified Party") to
the fullest extent permitted by law from and against any and all losses, costs,
claims, damages, expenses (including reasonable fees, disbursements and other
charges of counsel, as limited by Section 8.2 below) and other liabilities
(collectively, "Liabilities") incurred or suffered by any Purchasing Indemnified
Party resulting from or arising out of (i) any breach by any Selling
Indemnifying Party of any representation or warranty, covenant or agreement of
the Selling Indemnifying Party in this Agreement; provided, however, that no
Selling Indemnifying Party shall be liable under this Section 8.1 to any
Purchasing Indemnified Party to the extent that it is finally judicially
determined that such Liabilities resulted primarily from the material breach by
such Purchasing Indemnified Party of any representation, warranty, covenant or
other agreement of such Purchasing Indemnified Party contained in this Agreement
or (ii) any material liability of the Company on the Closing Date not disclosed
in this Agreement.

(b) In addition to all other sums due hereunder
or provided for in this Agreement, each Purchaser (the "Purchasing Indemnifying
Party"), severally and not jointly, shall defend, indemnify and hold harmless
the Company and its Affiliates and its officers, directors, agents, employees,
subsidiaries, partners and assigns (each a "Selling Indemnified Party") to the
fullest extent permitted by law from and against any and all Liabilities
incurred or suffered by such Selling Indemnified Parties resulting from or
arising out of any breach of any representation, warranty, covenant or agreement
of such Purchasing Indemnifying Party in this Agreement; provided, however, that
no Purchasing Indemnifying Party shall not be labile under this Section 8.1 to a
Selling Indemnified Party to the extent that it is finally judicially determined
that such Liabilities resulted primarily from the material breach by such
Selling Indemnified

Party of any representation, warranty, covenant or other agreement of such
Selling Indemnified Party contained in this Agreement.

(c) If and to the extent that any
indemnification provided for in this Agreement is unenforceable for any reason,
the Indemnifying Parties (as defined below) obligated to indemnify any
Indemnified Party (as defined below) shall make the maximum contribution to the
payment and satisfaction of such indemnified liability which shall be
permissible under applicable laws. In connection with the obligation of the
Indemnifying Parties to indemnify for expenses as set forth herein, the
Indemnifying Parties further agree, upon presentation of appropriate invoices
containing reasonable detail, to reimburse each Indemnified Party for all such
expenses (including reasonable fees, disbursements and other charges of counsel,
as limited by Section 8.2 below) as they are incurred by such Indemnified Party.

8.2. NOTIFICATION.

If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against any party
entitled to indemnification pursuant to this Section 8 (an "Indemnified Party")
in respect of which indemnity may be sought from any party required to indemnify
such Indemnified Party (an "Indemnifying Party"), such Indemnified Party shall
promptly notify the Indemnifying Party in writing, and such Indemnifying Party
shall assume the defense thereof, including the employment of counsel selected
by such Indemnifying Party and reasonably satisfactory to such Indemnified Party
and the payment of all expenses; PROVIDED, HOWEVER, that any failure to so
notify such Indemnifying Party shall not impair obligations hereunder except and
only to the extent that such failure results in actual prejudice to such
Indemnifying Party. Such Indemnified Party shall have the right to employ
separate counsel in any such action and to participate in the defense thereof,
but the fees and expenses of such counsel shall be the expense of such
Indemnified Party unless (a) such Indemnifying Party agreed to pay such fees and
expenses or (b) such Indemnifying Party shall have failed to assume the defense
of such action or proceeding or has failed to employ counsel reasonably
satisfactory to such Indemnified Party in any such action or proceeding or (c)
the named parties to any such action or proceeding (including any impleaded
parties) include both such Indemnified Party and such Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that there may be one
or more legal defenses available to such Indemnified Party which are different
from or additional to those available to such Indemnifying Party (in which case,
such Indemnifying Party shall employ separate counsel at the expense of such
Indemnifying Party, it being understood, however, that such Indemnifying Party
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at any
time for such

Indemnified Party and any other Indemnified Parties). No Indemnifying Party
shall be liable for any settlement of any such action or proceeding effected
without its written consent (which shall not be withheld unreasonably), but if
settled with its written consent, or if there be a final judgment for the
plaintiff in any such action or proceeding, such Indemnifying Party agrees to
indemnify and hold harmless such Indemnified Party from and against any
Liabilities by reason of such settlement or judgment. No Indemnifying Party
shall agree to any settlement of any third party claim without the consent of
the Indemnified Party, which shall not be withheld if such settlement provides
only for the payment of money to be paid by the Indemnifying Party.

ARTICLE 9.
MISCELLANEOUS

9.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All of the representations and warranties made herein shall
survive the Closing.

9.2. NOTICES.

All notices, demands and other communications provided for or
permitted hereunder shall be made in writing and shall be by registered or
certified first-class mail, return receipt requested, courier service or
personal delivery or via facsimile:

(a) If to Blue Chip or Miami:

Blue Chip Venture Company, Ltd.
2000 PNC Center
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxx X. Xxxxx

If to Grotech or Grotech II:

Grotech Capital Group
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx

with a copy to:

Xxxx, Xxxxxxxxxx & Xxxxxxxxx LLP
1800 Star Bank Center
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.

(b) if to the Company:

USinternetworking, Inc.
000 Xxxxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxxxxx X. XxXxxxxx

with a copy to:

Xxxxxx & Xxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxx X. Xxxxxx, Esq.

All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; when delivered
by courier, if delivered by commercial overnight courier service; if delivered
by facsimile, upon confirmation of such transmission; and five business days
after being deposited in the mail, postage prepaid, if mailed.

9.3. SUCCESSORS AND ASSIGNS.

This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of the parties hereto. This Agreement
may be assigned by the Purchasers to any permitted transferee of all or part of
the Preferred Shares or the Common Stock issued upon conversion thereof. The
Company may not assign any of its rights under this Agreement without the
written consent of the Purchasers. Except as provided in this Section 9.3, no
Person other than the parties hereto and their successors and permitted assigns
is intended to be a beneficiary of any of this Agreement or the related
agreements referred to herein.

9.4. AMENDMENT AND WAIVER.

(a) No failure or delay on the part of the
Company or the Purchasers in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies provided for
herein are cumulative and are not exclusive of any remedies that may be
available to the Company or the Purchasers at law, in equity or otherwise.

(b) Any amendment, supplement or modification of
or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by any party from the terms of any
provision of this Agreement, shall be effective (i) only if it is made or given
in writing and signed by the Company (if applicable) and the Purchasers, and
(ii) only in the specific instance and for the specific purpose for which made
or given. Except where notice is specifically required by this Agreement, no
notice to or demand on any party in any case shall entitle any party hereto to
any other or further notice or demand in similar or other circumstances.

9.5. COUNTERPARTS.

This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

9.6. HEADINGS.

The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

9.7. GOVERNING LAW.

This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland, without regard to the
principles of conflicts of law of such state.

9.8. JURISDICTION.

Each party to this Agreement hereby irrevocably agrees that
any legal action or proceeding arising out of or relating to this Agreement or
any agreements or transactions contemplated hereby may be brought in the courts
of the State of Maryland or of the United States of America for the District of
Maryland and hereby expressly submits to the personal

jurisdiction and venue of such courts for the purposes thereof and expressly
waives any claim of improper venue and any claim that such courts are an
inconvenient forum. Each party hereby irrevocably consents to the service of
process of any of the aforementioned courts in any such suit, action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the address set forth in Section 9.2, such service to become
effective 10 days after such mailing.

9.9. SEVERABILITY.

If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

9.10. RULES OF CONSTRUCTION.

Unless the context otherwise requires, "or" is not exclusive,
and references to sections or subsections refer to sections or subsections of
this Agreement.

9.11. ENTIRE AGREEMENT.

This Agreement, together with the exhibits and schedules
hereto and the other related agreements referred to herein, is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein or therein. This Agreement, together with the exhibits and
schedules hereto, and the other related agreements referred to herein supersede
all prior agreements and understandings between the parties with respect to such
subject matter.

9.12. PUBLICITY.

Except as may be required by applicable law, none of the
parties hereto shall issue a publicity release or announcement or otherwise make
any public disclosure concerning this Agreement or the transactions contemplated
hereby, without prior approval by the other parties hereto, provided that the
Purchasers may nonetheless communicate with their partners concerning such
transactions and investment in the Company and may publish a "tombstone" in the
customary form with respect to its investment. If any announcement is required
by law to be made by any party hereto, prior to making such announcement such
party will deliver a draft of

such announcement to the other parties and shall give the other parties an
opportunity to comment thereon.

9.13. FURTHER ASSURANCES.

Each of the parties shall execute such documents and perform
such further acts (including, without limitation, obtaining any consents,
exemptions, authorizations, or other actions by, or giving any notices to, or
making any filings with, any Governmental Authority or any other Person) as may
be reasonably required or desirable to carry out or to perform the provisions of
this Agreement.

9.14. WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their respective officers hereunto
duly authorized as of the date first above written.

USINTERNETWORKING, INC.

By: /s/ Xxxxxxxxxxx X. XxXxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. XxXxxxxx
-----------------------------------
Title: Chairman & Chief Executive Officer
----------------------------------

BLUE CHIP CAPITAL FUND II LIMITED
PARTNERSHIP

By: BLUE CHIP VENTURE COMPANY, LTD.
Its General Partner

By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx
Manager

MIAMI VALLEY VENTURE FUND L.P.

By: BLUE CHIP VENTURE COMPANY OF
DAYTON, LTD.
Its Special Limited Partner

By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx
Manager

GROTECH PARTNERS IV L.P.

By: GROTECH CAPITAL GROUP IV, LLC
Its General Partner

By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO

GROTECH PARTNERS V L.P.

By: GROTECH CAPITAL GROUP V, LLC
Its General Partner

By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO

TABLE OF EXHIBITS

EXHIBITS
--------

EXHIBIT A CONSENT AND WAIVER

EXHIBIT B FORM OF OPINION

EXHIBIT A

CONSENT AND WAIVER

This CONSENT AND WAIVER is entered into on this __ day of June, 1998
by and among (i) USinternetworking, Inc., a Delaware corporation (the
"COMPANY"); (ii) BLUE CHIP CAPITAL FUND II L.P. ("BLUE CHIP"), MIAMI VALLEY
VENTURE FUND L.P. ("MIAMI VALLEY"), GROTECH PARTNERS IV, L.P. ("GROTECH"),
GROTECH PARTNERS V, L.P. ("GROTECH II"), VENROCK ASSOCIATES ("VENROCK"),
VENROCK ASSOCIATES II. L.P. ("Venrock II"), SOUTHERN VENTURE FUND SBIC, L.P.
("XXXXXX"), SOUTHERN VENTURE FUND II, L.P. ("XXXXXX II") and USI PARTNERS,
LTD. ("USi PARTNERS" and, together with Blue Chip, Miami Valley, Grotech,
Grotech I, Venrock, Venrock II, Xxxxxx and Xxxxxx II, the "PREFERRED
STOCKHOLDERS"); and (iii) Xxxxxxxxxxx X. XxXxxxxx, Xxxxxxx X. XxXxxxx and
Xxxxxxxxxxx X. Xxxxxx (collectively referred to herein as the "INDIVIDUAL
STOCKHOLDERS").

WHEREAS, each of the Individual Stockholders owns 5 million shares of
Common Stock of the Company, with such shares constituting all of the issued
and outstanding Common Stock of the Company as of the date hereof;

WHEREAS, the Preferred Stockholders own shares of Series A Preferred
Stock of the Company and pursuant to Section 5(b)(12) of the Certificate of
Incorporation, as amended by the Certificate of Designation, which sets forth
the terms and conditions of the Series A Preferred Stock, the Company must
obtain the consent of the holders of two-thirds of the outstanding shares of
Series A Preferred Stock to issue additional shares of Series A Preferred
Stock;

WHEREAS, the Preferred Stockholders, the Individual Purchasers and the
Company have entered into a Shareholders' Agreement, dated as of May 28,
1998, pursuant to Section 5 of which the preferred Stockholders and the
Individual Stockholders have certain preemptive rights with respect to the
Company's issuance of additional shares of Series A Preferred Stock;

WHEREAS, the Company has entered into a Stock Purchase Agreement with
Blue Chip, Miami Valley, Grotech I and Grotech II pursuant to which the
Company has agreed to issue and sell 5,000 shares of its Series A Preferred
Stock to these investor as set forth on Exhibit A hereto (the "Additional
Investment");

WHEREAS, the Preferred Stockholders, which Preferred Stockholders
constitute all of the holders of the Series A Preferred Stock as of the date
hereof, desire to consent to the issuance of the shares of Series A Preferred
Stock for the Additional Investment as required pursuant to Section 5(b)(12)
of the Certificate of Designation; and

WHEREAS, the Preferred Stockholders and the Individual Stockholders
desire to waive any rights they have under Section 5 of the Shareholders'
Agreement with respect to the issuance of shares by the Company for the
Additional Investment;

NOW, THEREFORE, in consideration of the foregoing, and the covenants
and agreements of the parties set forth herein, the parties hereto hereby
agree as follows:

1. The Preferred Stockholders do hereby consent to the
above-referenced issuance of shares of Series A Preferred Stock for the
Additional Investment.

2. The Preferred Stockholders and the Individual Stockholders do
hereby waive any rights they have under Section 5 of the Shareholders'
Agreement with respect to the issuance of shares of Series A Preferred Stock
by the Company for the Additional Investment.

[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, this written consent and waiver has been executed
by the undersigned on the __ day of June, 1998.

THE COMPANY:

USINTERNETWORKING, INC.
a Delaware corporation

By:________________________________________
Xxxxxxxxxxx X. XxXxxxxx, Chief Executive
Offer

THE PREFERRED STOCKHOLDERS:

BLUE CHIP CAPITAL FUND II LIMITED
PARTNERSHIP

By: BLUE CHIP VENTURE COMPANY, LTD.
Its General Partner

By:________________________________________
Xxxx X. Xxxxx
Manager

MIAMI VALLEY VENTURE FUND L.P.

By: BLUE CHIP VENTURE COMPANY
DAYTON, LTD.
Its Special Limited Partner

By: ______________________________________
Xxxx X. Xxxxx
Manager

GROTECH PARTNERS IV L.P.

By: GROTECH CAPITAL GROUP IV, LLC
Its General Partner

By:______________________________
Name:
Title:

GROTECH PARTNERS V L.P.

By: GROTECH CAPITAL GROUP V, LLC
Its General Partner

By:________________________________
Name:
Title:

SOUTHERN VENTURE FUND SBIC, L.P.

By: SVF SBIC, L.P.
Its General Partner

By:_______________________________
Partner

XXXXXXX VENTURE FUND II, L.P.

By:_________________________________
General Partner

VENROCK ASSOCIATES

By:________________________________
General Partner

VENROCK ASSOCIATES II, L.P.

By:________________________________
General Partner

USi PARTNERS, LTD.

By:________________________________

THE INDIVIDUAL STOCKHOLDERS:

__________________________________
Xxxxxxxxxxx X. XxXxxxxx

__________________________________
Xxxxxxx X. XxXxxxx

__________________________________
Xxxxxxxxxxx X. Xxxxxx

EXHIBIT B

[LETTERHEAD]

FORM OF LEGAL OPINION

To the Purchasers Listed on Schedule A Hereto:

Re: Stock Purchase Agreement dated as of June 19, 1998 (the "Agreement")
by and among USinternetworking, Inc., a Delaware corporation, and the
Purchases, as listed on Schedule A attached hereto.
----------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to USinternetworking, Inc., a Delaware
corporation (the "Company"), in connection with the purchase by Purchasers of
5,000 shares of Series A Convertible Preferred Stock, par value $.01 per
share, of the Company (the "Series A Preferred Stock") pursuant to the
Agreement. This opinion is rendered to you pursuant to Section 3.11 of the
Agreement. Capitalized terms defined in the Agreement, used herein, and not
otherwise defined herein shall have the meanings given them in the Agreement.

As such counsel, we have examined such matters of fact and questions of
law as we have considered appropriate for purposes of rendering the opinions
expressed below, except where a statement is qualified as to knowledge or
awareness, in which case we have made no or limited inquiry as specified
below. We have examined, among other things, the following:

XXXXXX & XXXXXXX

To the Purchases
June __, 1998
Page 2

(a) The Agreement; and

(b) The certificate of incorporation of the Company, as
amended, and the Bylaws of the Company (the "Governing Documents").

The documents described in subsections (a) and (b) above are referred to
herein collectively as the "Documents."

In our examination, we have assumed the genuineness of all signatures
(other than those of officers of the Company on the Documents), the
authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us
as copies.

We have been furnished with, and with your consent have relied upon,
certificates of officer(s) of the Company with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.

We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of
Maryland, and the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction or, in the case of Delaware,
any other laws, or as to any matters of municipal law or the laws of any
other local agencies within any state.

Our opinions set forth in clauses (i) and (iii) of paragraph 4 below are
based upon our consideration of only those statutes, rules and regulations
which, in our experience, are normally applicable to stock purchase
transactions. Whenever a statement herein is qualified by "to the best of our
knowledge" or a similar phrase, it is intended to indicate that those
attorneys in this firm who have rendered legal services in connection with
the this stock purchase transaction do not have current actual knowledge of
the inaccuracy of such statement. However, except as otherwise expressly
indicated, we have not undertaken any independent investigation to determine
the accuracy of any such statement, and no inference that we have any
knowledge of any matters pertaining to such statement should be drawn from
our representation of the Company.

Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:

XXXXXX & XXXXXXX

To the Purchases
June __, 1998
Page 3

1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Delaware with corporate power
and authority to own and lease its properties and to conduct its business and
to execute, deliver and perform its obligations under the Agreement. Based
solely on certificates from public officials, we confirm that the Company is
qualified to do business in the State of Maryland.

2. The execution, delivery and performance of the Agreement by the
Company has been duly authorized by all necessary corporate action of the
Company, and the Agreement has been duly executed an delivered by the
Company.

3. The Agreement constitutes a legally valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms.

4. The execution and delivery of the Agreement by the Company and the
performance of the obligations of the Company under the Agreement do not:
(i) violate any federal or Maryland statute, rule or regulation applicable to
the Company or the Delaware General Corporate Law; (ii) violate the
provisions of the Governing Documents or of any agreement to which the
Company is a party identified to us by an officer of the Company as material
to the Company's business; or (iii) to the best our knowledge, require any
consents, approvals, authorizations, registrations, declarations or filings
by the Company under any federal statute, rule or regulation applicable to
the Company. No opinion is expressed in clauses (i) and (iii) of this
paragraph 4 as to the application of Section 548 of the federal Bankruptcy
Code and comparable provisions of state law or of any antifraud laws,
antitrust or trade regulation laws.

5. The shares of Series A Preferred Stock to be issued pursuant to the
Agreement have been duly authorized and, when issued to and paid for by the
Purchasers in accordance with the terms of the Agreement, will be validly
issued, fully paid and non-assessable. The issuance of shares of Common Stock
upon conversion of the Preferred Shares has been duly authorized by the
Company, and, as of the date hereof, a sufficient number of shares of the
authorized but unissued Common Stock is available for issuance upon
conversion of the Preferred Shares. The shares of Common Stock to be issued
upon conversion of the Preferred Shares have been duly authorized and, when
issued upon conversion of the Preferred Stock in accordance with the terms of
the Preferred Stock, will be validly issued, fully paid and non-assessable

6. The authorized capital stock of the Company consists of One Hundred
Fifty Million (150,000,000) shares of Common Stock, par value $0.001 per
share, and One Hundred Thousand (100,000) shares of preferred stock, par
value $0.01 per share.

XXXXXX & XXXXXXX

To the Purchasers
June , 1998
Page 4

The opinions expressed in paragraph 3 above are subject to the following
limitations, qualifications and exceptions:

(a) such opinions are subject to bankruptcy, insolvency,
reorganization, moratorium, and other laws relating to or affecting the
rights of creditors; and

(b) such opinions are subject to the exercise of judicial discretion
in accordance with general principles of equity.

To the extent that the obligations of the Company may be dependent upon
such matters, we assume for purposes of this opinion that; all parties to the
Agreement other than the Company are duly formed, validly existing and in
good standing under the laws of their respective jurisdictions of formation;
all parties to the Agreement other than the Company have the requisite
partnership power and authority to execute and deliver the Agreement and to
perform their respective obligations under the Agreement; and the Agreement
to which such parties other than the Company are a party have been duly
authorized, executed and delivered by such parties and constitute their
legally valid and binding obligations, enforceable against them in accordance
with their terms. We express no opinion as to compliance by any parties to
the Agreement with any state or federal laws or regulations applicable to the
subject transactions because of the nature of their business.

This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.

Very truly yours,

Schedule A

PURCHASERS

Blue Chip Capital Fund II Limited Partnership

Miami Valley Venture Fund L.P.

Grotech Partners IV L.P.

Grotech Partners V L.P.

SCHEDULES

SCHEDULE 1
SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
TO BE ISSUED BY THE COMPANY

Total Purchase Price To
Shares of Series A Be Paid by Such
Convertible Preferred Purchaser For Shares
Stock To Be Issued of Series A Convertible
By the Company To Preferred Stock Issued
Purchaser Each Purchaser To Each Purchaser
--------------------------------------------------------------------------------

Blue Ship Capital Fund II 708.34 $ 425,000
Limited Partnership
Miami Valley Venture Fund L.P. 124.99 75,000
Grotech Partners IV, L.P. 2,083.34 1,250,000
Grotech Partners V, L.P. 2,083.33 1,250,000
-------- ----------
Total 5,000.00 $3,000,000

SCHEDULE 5.5

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

Holders of Issued and Outstanding
Shares of Capital Stock Number of Shares of Capital Stock Held
-------------------------------------------------------------------------------

Xxxxxxxxxxx XxXxxxxx 5,000,000 shares of Common Stock
-------------------------------------------------------------------------------
Xxxxx Xxxxxx 5,000,000 shares of Common Stock
-------------------------------------------------------------------------------
Xxxxx XxXxxxx 5,000,000 shares of Common Stock
-------------------------------------------------------------------------------

See Attached for a list of the holders of Series A Preferred Stock.

See also attached for a list of employees granted stock options, which
options shall be governed by the Employee Stock Option Plan.

SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
ISSUED BY THE COMPANY
TO EACH PURCHASER

Total Purchase Price
Shares of Series A Paid By Such
Convertible Preferred Purchaser For Shares
Stock Issued By the of Series A Convertible
Company To Each Preferred Stock Issued
Purchaser Purchaser To Each Purchaser
-----------------------------------------------------------------------------------------

Blue Chip Capital Fund II 10,625.00 $ 6,375,000
Limited Partnership
Miami Valley Venture Fund L.P. 1,875.00 1,125,000
Grotech Partners IV, and 12,500.00 7,500,000
Grotech Partners V, L.P.
Southern Venture Fund SBIC, L.P. 3,333.33 2,000,000
Southern Venture Fund, II, L.P. 1,666.67 1,000,000
Venrock Associates 3,583.33 2,150,000
Venrock Associates II, L.P. 4,750.00 2,850,000
XxXxxxxx Technology Capital 1,666.67 1,000,000
USi Partners, Ltd. 1,166,67 700,000

Total 41,166.67 $24,700,000

USINTERNETWORKING, inc.
STOCK PURCHASE AGREEMENT
SCHEDULE 5.8 (a)
ALL EXPENDITURES IN EXCESS OF $25,000

PAYEE EXPLANATION AMOUNT
----- ----------- ------

American Express Advance payment of account $ 40,125.08

Xxxxx & Partners Professional Services-Architect $ 42,282.83

Xxxxxxx-Xxxxxx Computer Equipment-Laptops $ 43,417.00
Computer Equipment-Printer, deskpro, notebooks $ 29,951.00

Consortium One Annapolis L.L.C. Deposit related to the lease at 000 Xxxxxxx Xxxxxxxx Xxxxx $ 400,000.00
May Rent for 000 Xxxxxxx Xxxxxxxx Xxxxx $ 30,052.54
June Rent for 000 Xxxxxxx Xxxxxxxx Xxxxx $ 30,062.54

Xxxxxx Xxxxxx Company Two copiers with Interface boards (one color) includes delivery, $ 48,284.50
installation and faxes.
One copier includes delivery, installation and taxes. $ 80,718.00

Xxxxxxxxxxx XxXxxxxx Partial repayment of loan $ 100,000.00
Partial repayment of loan $ 342,489.05

PC Connection, Inc Computer Equipment $ 77,840.00
Computer Equipment $ 38,471.45
Computer Equipment $ 41,809.00
Computer Equipment $ 100,000.00
Computer Equipment $ 25,618.75

Realty Association Security Deposit and First month's rent for 0000 Xxxx Xxxx $ 38,398.42

USi Confidential Page 1

USInternetworking, Inc.
Stock Purchase Agreement
Schedule 6.8(a)
All Expenditures in Excess of $25,000

Payee Explanation Amount
----- ----------- ------

American Express Advance payment of account $ 40,125.06

Xxxxx & Partners Professional Services-Architect $ 42,282.93

Xxxxxxx-Xxxxxx Computer Equipment-Laptops $ 43,417.00
Computer Equipment-Printer, deskpro, $ 29.951.00
notebooks

Consortium One-Annapolis L.L.C. Deposit related to the lease at
000 Xxxxxxx Xxxxxxxx Xxxxx $400,000.00
May Rent for 000 Xxxxxxx Xxxxxxxx Xxxxx $ 30,062.54
June Rent for 000 Xxxxxxx Xxxxxxxx Xxxxx $ 30.052.54

Xxxxxx Xxxxxx Company Two copiers with interface boards
(one color) includes delivery,
installation and taxes. $ 46,284.50
One copier includes delivery,
installation and taxes $ 30,718.00

Xxxxxxxxxxx XxXxxxxx Partial repayment of loan $100,000.00
Partial repayment of loan $342,469.05

PC Connection, Inc. Computer Equipment $ 77,640.00
Computer Equipment $ 39,471.45
Computer Equipment $ 41,809.00
Computer Equipment $100,000.00
Computer Equipment $ 25,516.76

Realty Association Security Deposit and First month's $ 36,398.42
rent for 0000 Xxxx Xxxx

USI Confidential

Page 1

USInternetworking, Inc.
Stock Purchase Agreement
Schedule 6.8(a)
Aggregate Expenditures in Excess of $200,000

Payee Explanation Amount
----- ----------- ------

Consortium One-Annapolis L.L.C. Deposit and rent for $486,915.08
000 Xxxxxxx Xxxxxxxx Xxxxx (Lease)

Xxxxxxxxxxx XxXxxxxx Payments on Loan $444,875.62

PC Connection, Inc. Computer Equipment $509,200.97

Page 1

SCHEDULE 5.10

LISTING OF CONTRACTUAL OBLIGATIONS

1) Officer Agreement by and between USinternetworking, Inc. and Xxxxxxxxxxx
X. XxXxxxxx dated May 29, 1998.

2) Officer Agreement by and between USinternetworking, Inc. and Xxxxx X.
Xxxxxx, dated June 2, 1996.

3) Officer Agreement by and between USinternetworking, Inc. and Xxxxx
XxXxxxx, dated June 2, 1998.

4) Sublease Agreement by and between Exspartise, Inc. and USinternetworking,
Inc. dated February 9, 1998.

5) Agreement of Lease, by and between Consortium One-
Annapolis, LLC and USinternetworking, Inc., dated April 3, 1998.

6) Letter Agreement between USinternetworking, Inc. and Xxxx Xxxxxx, dated
April 10, 1998 (acceptance by Xxxxxx dated April 14, 1998).

7) Furniture Rental Agreement between Xxxxx Rents, Inc. and
USinternetworking, Inc., dated March 10, 1998.

8) Sublease Agreement by and between Columbia Medical Plan and
USinternetworking, Inc. dated May 8, 1998.

9) Agreement of Lease, by and between Realty Associates, Inc. and
USinternetworking, Inc., dated June 3, 1998.

10) Contract of Sale between First Church of Xxxxxx, Scientist, Seller, and
USinternetworking, Inc., Buyer, dated May 1, 1998.

In addition, please note that the Company has provided employment offers to
93 of its employees which offers set forth the amount of compensation, among
other things, for the employees, but which are not intended to create
employment contracts.

SCHEDULE 5.16

EMPLOYEE PLANS

Although the Company has not adopted any formal employee benefit plans,
contours of the employee benefit plans have been described in writing to
employees. The employee benefits are to include the following: (i) a 401(k)
plan that is to be noncontributory until January 1, 1999, and thereafter
subject to a 1:2 employer match, (ii) the Employee Stock Option Plan, and
(iii) other typical plans such as health and vacation benefit plans. The
Company has stated its intention that the Employee Stock Option Plan will be
a qualified plan that will provide for the issuance of options to purchase
shares at a discount of 20% from the then-current market price, to the extent
permissible at any time. Certain of the Company's employees have been advised
in writing, pursuant to the employment offer letters, of the number of option
shares the Company intends to award to them. These option shares are listed
in Schedule 5.5.

SCHEDULE 5.17

LISTING OF ALL OUTSTANDING BORROWINGS

1) $2,000,000 credit line with Cisco Systems Capital Corp. for the purchase
of Cisco Systems Products equipment. $0 outstanding at June 15, 1998.

2) $1,000,000 credit line with Hewlett-Packard Co. for the purchase of
Hewlett-Packard equipment. $651,756.06 outstanding at June 15, 1998.

SCHEDULE 5.18

LISTING OF INSURANCE POLICIES OR PROGRAMS

As of the date hereof, the Company has received only an Insurance Binder.

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