CYBERNET INTERNET SERVICES INTERNATIONAL INC
OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>OPTION AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.1
                                                                Option Agreement

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                                OPTION AGREEMENT
                                ----------------

This option agreement (the ,,Option Agreement") is entered into as of January
28, 2002, between:

1.  Cybernet Internet Dienstleistungen AG

    Stefan-George-Ring 19-23, D-81929 Munich

                                  (,,Cybernet")

    and

2.  Telehouse Deutschland GmbH

    Hanauer Landstra(beta)e 316-320, D-60314 Frankfurt/Main

                                 ("Telehouse")

         (1. and 2., also, individually a "Party", collectively the "Parties")



                                    Preamble

1.       Cybernet is engaged in the internet service providing business and
         leases premises - which are not owned by Cybernet - for data-centers
         in Frankfurt, Hamburg and Munich (individually, a "Data-Center" and
         collectively, the "Data-Centers"). Cybernet is leasing the premises as
         lessee on the basis of (i) a lease agreement concerning the Frankfurt
         Data Center with GIP Gewerbe im Park GmbH ("GIP") dated June 7/11,
         1999 taken over by Deutsche Immobilien Fonds AG ("DIFA") on the basis
         of a unilateral transaction dated November 23, 1999 and amended by
         supplement between Cybernet, DIFA and Telehouse Deutschland GmbH
         ("Telehouse"), a company with its registered office at Hanauer
         Landstra(beta)e 316-320, 60314 Frankfurt, dated September 1, 2000 (the
         "Frankfurt Lease Agreement"), (ii) a lease agreement concerning the
         Munich Data Center with DIFA dated June 30/July 7, 1999 amended by the
         supplement between Cybernet, DIFA and Telehouse dated November 1,
         2000/February 15, 2001 (the "Munich Lease Agreement"), (iii) a lease
         agreement concerning the Hamburg Data Center with DIFA dated January
         27, 1999 amended by the supplement between Cybernet, DIFA and
         Telehouse dated October 18/November 1/December 4, 2000 (the "Hamburg
         Lease Agreement"), (collectively, the "Lease Agreements"). Cybernet
         also owns hardware and has equipped the Data-Centers with such
         hardware in order to let the Data-Centers to third parties.

2.       Telehouse operates (i) the Frankfurt Data-Center as a lessee on the
         basis of a data-center operating agreement with Cybernet dated August
         30, 2000 amended by a supplement dated July 2, 2001 (the "Frankfurt
         Data-Center Agreement"), (ii) the Munich Data-Center on the basis of a
         data-center operating agreement with Cybernet dated September 29,
         2000, amended by a supplement dated July 2, 2001 (the "Munich
         Data-Center Agreement"), and (iii) the Hamburg Data-Center on the
         basis of a data-center operating agreement with

<PAGE>

         Cybernet dated September 29, 2000 (the "Hamburg Data-Center
         Agreement"), (collectively, the "Data-Center Agreements").

3.       Cybernet leases back from Telehouse co-location areas on the basis of a
         data center service agreement of July 13, 2001 regarding premises in
         the Data Centers in Frankfurt and Munich (the "Data Center Service
         Agreement"), which shall not be affected by this Agreement.

4.       The  purpose of this Option  Agreement  is to oblige  Cybernet  for a
         limited period of time, as stipulated in this Option Agreement, to
         enter into a Receivables and Asset Purchase and Transfer Agreement
         (,,Purchase Agreement") with Telehouse, an entity affiliated with
         Telehouse or any third party designated by Telehouse (the
         "Purchaser"). Cybernet shall enter into this Purchase Agreement so
         that title and possession of all assets and equipment, furniture and
         fixtures as currently used by Telehouse for the carry on of the
         business of operating the Data-Centers and which are located in the
         Data-Centers, and the complete documentation relating thereto (the
         "Assets") shall be transferred to the Purchaser, or with respect to
         the possession of the Assets in the event the Purchaser is not
         Telehouse to Telehouse, who will then continue to operate the
         Data-Centers on a basis of (i) a lease of the Assets with the
         Purchaser, and (ii) lease agreements with DIFA directly, eliminating
         Cybernet as a party to the previously concluded Lease Agreements.


                                    Section 1
                                     Option

Subject to the terms and conditions of this Option Agreement, Cybernet grants
Telehouse the option to request Cybernet to enter into and perform the Purchase
Agreement as described in more detail below upon execution of the option within
the exercising period as defined below ("Option").


                                    Section 2
                              Exercising of Option

1.       The period during which Telehouse may exercise the Option shall start
         with the signing of this Option Agreement and shall expire March 31,
         2002, 12:00 Frankfurt time.

2.       Exercising of the Option shall be in writing to Cybernet at the address
         given above.


                                    Section 3
                       Contents of the Purchase Agreement

1.       The Purchase Agreement shall have a content as stipulated by Telehouse
         within the limits as set out below:

1.1      Enabling the Purchaser  instead of Cybernet to provide such services
         and performances  which heretofore  Cybernet has effected for
         Telehouse.

         Cybernet shall transfer title (Eigentum) to the Assets and any other
         rights (including inchoate rights (Anwartschaftsrechte)) with regard to
         the Assets to the Purchaser and assigns to the Purchaser his claims for
         delivery of the Assets under ss. 931 German Civil Code. The

<PAGE>

         Purchaser shall accept the transfer of title to the Assets subject to
         the fulfillment of the closing conditions stipulated in the Purchase
         Agreement.

1.2      Cybernet shall provide for the transfer of possession  (Besitz) of the
         Assets to the Purchaser,  or in the event  Telehouse is not the
         Purchaser, to Telehouse.

1.3      Cybernet shall enter into a termination agreement with (i) Telehouse
         concerning the termination of all Data-Center Agreements, such
         termination to take effect on November 30, 2001 at 12:00 o'clock p.m.
         (the "Effective Date"), and (ii) into a termination agreement with DIFA
         with respect of each of the Lease Agreements, in order to enable
         Telehouse to enter into direct lease agreements with DIFA, thus
         excluding the possibility for Cybernet to remain party or beneficiary
         of those leases.

1.4      The consideration to be paid by the Purchaser to Cybernet for the
         termination of the Data-Center Agreements and the termination of the
         Lease Agreements between Cybernet and DIFA as well as the sale and
         transfer of the Assets shall be calculated on the basis of a purchase
         price in the amount of (euro) 33.591.877 as of December 1, 2001 (the
         "Initial Purchase Price") less (i) monthly (net) payments under the
         Data-Center Agreements since December 2001 until the Closing Date, (ii)
         the advanced payment in the amount of (euro) 1.120.690 according to
         Section 4.1 below, plus (i) interest on the Initial Purchase Price
         since December 1, 2001 until the Closing Date at a rate of 5% p.a.,
         (ii) monthly payments from Cybernet to DIFA under the Lease Agreeements
         since December 1, 2001 until the Closing Date, and (iii) any applicable
         VAT.

2.       In its provisions the Purchase  Agreement  shall  correspond  with the
         basic structure and the basic provisions of the draft Receivables and
         Asset Purchase and Transfer Agreement, which is attached as a
         non-binding example as Exhibit 1, except for the provisions mentioned
         in this clause. Telehouse may request from Cybernet additions to, or
         alterations of, the provisions of the attached Purchase Agreement to
         be concluded by Cybernet with the Purchaser as reasonably requested by
         the Purchaser taking into account the respective interests of the
         Parties by finalizing the transaction as described in the preamble.
         The Purchase Agreement shall not materially deviate in its provisions
         from the content of Sections 5, 6, 7, 8, 9, 10, 14 of the attached
         non-binding example which to this extent is explicitly binding. The
         Parties acknowledge that any reference to sections of the German Civil
         Code may be adjusted to reflect the changes of the Code itself.


                                    Section 4
                              Payment upon Signing

1.       At the signing of this Option Agreement, Telehouse shall pay to
         Cybernet a deposit in the amount of (euro) 1.120.690 plus applicable
         VAT, resulting in a total amount of (euro) 1.300.000 (Euro one million
         three hundred thousand).

2.       In the event, Telehouse duly exercises the Option, and the Purchase
         Agreement is entered into by Cybernet, the consideration as defined in
         Section 1.4 above, shall be reduced by the amount of (euro) 1.120.690.

3.       In the event, Telehouse does not duly exercise the Option, and the
         Purchase Agreement is not entered into by Cybernet, the aforesaid
         deposit amount of (euro) 1.120.690 shall be set-off against the monthly
         fee (net) payments to be made by Telehouse to Cybernet under the
         Data-Center Agreements, for the months of April and May 2002.

<PAGE>

                                    Section 5
                          Governing Law, Jusrisdiction

1.       This Option Agreement shall be governed exclusively by German law and
         construed in accordance with the laws of the Federal Republic of
         Germany without regard to the conflicts of laws rules and the United
         Nations Convention on the International Sale of Goods.

2.       The regional court of Frankfurt am Main shall have exclusive
         jurisdiction of any case or controversy arising under or in connection
         with this Option Agreement.

                                    Section 6
                        In-writing requirement, Exhibits

1.       Any amendment or supplement to this Option Agreement must be in
         writing. This also applies to this section 6.

2.       Any and all Exhibits are part of this Option Agreement.


                                    Section 7
                                Penalty Provision

     In the event the obligations of Cybernet described above arising out of
     this Option Agreement are not duly met, particularly, but not limited to,
     in case the Purchase Agreement or any other ancillary agreements described
     in the Preamble are not duly entered into by Cybernet, it shall be obliged
     to pay the sum of (euro)300.000 to Telehouse within one month of refusing
     or not reacting to a demand by Telehouse to enter into a Purchase Agreement
     as presented by Telehouse, subject to the condition that the Purchase
     Agreement presented by Telehouse corresponds to the requirements set out in
     this Option Agreement. The same applies for a refusal by Cybernet to
     perform any other duty stipulated by this Option Agreement. Notwithstanding
     the foregoing contractual penalty, Telehouse shall be entitled to any
     damages which may occur due to a breach of this Option Agreement by
     Cybernet.

Frankfurt, January 28, 2002



Cybernet Internet Dienstleistungen AG              Telehouse Deutschland GmbH



-----------------------------                      -----------------------------
Andreas Eder, Vorstand



-----------------------------
Thomas Stoek, Vorstand

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