<PAGE>


                              SECOND AMENDMENT TO LEASE
                                    (EXPANSION)



     THIS AMENDMENT, dated this 1st day of September, 1999, between CB Graham
International, Inc., a Delaware corporation ("Landlord") and iXL-San Diego,
Inc., a Delaware corporation ("Tenant"), for the premises located in the City
of Carlsbad, County of San Diego State of California, commonly known as 2121
Palomar Airport Road, Suite 200 (the "Premises").

                                    WITNESSETH:

     WHEREAS, Landlord and Tenant, entered into that certain Lease dated July
27, 1998 (hereinafter to as the "Lease"); and

     WHEREAS, Landlord and Tenant desire to amend the Lease as more fully set
forth below.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.   DEFINITIONS.  Unless otherwise specifically set forth herein, all
     capitalized terms herein shall have the same meaning as set forth in the
     Lease.

     A.  PREMISES to include an expansion of 1,482 rentable square feet into
     2111 Palomar Airport Road, Suite 270 increasing the total Premises to
     12,299 rentable square feet.  Exhibit A-1 attached for outline of Premises.

     B.  COMMENCEMENT DATE for expanded Premises will be September 16, 1999.

     C.  TERMINATION DATE for entire Premises shall be August 31, 2003.

     D.  INITIAL ANNUAL RENT shall be $284,224.32, subject to paragraph E below.

     E.  INITIAL MONTHLY INSTALLMENT of Annual Base Rent shall be $23,685.36
     with increases as follows (Article 38 adjusted as follows):

<TABLE>
         <S>             <C>                                      <C>           <C>
         Base Rent for   Sept. 1, 1999 through Sept. 30, 1999     $22,188.54
         Base Rent for   Oct. 1, 1999 through Mar. 31, 2000       $23,685.36    per month
         Base Rent for   Apr. 1, 2000 through Aug. 31, 2000       $23,962.65    per month
         Base Rent for   Sept. 1, 2000 through Mar. 31, 2001      $24,621.93    per month
         Base Rent for   Apr. 1, 2001 through Aug. 31, 2001       $24,910.31    per month
         Base Rent for   Sept. 1, 2001 through Mar. 31, 2002      $25,504.28    per month
         Base Rent for   Apr. 1, 2002 through Aug. 31, 2002       $25,804.20    per month
         Base Rent for   Sept. 1, 2002 through Mar. 31, 2003      $26,491.62    per month
         Base Rent for   Apr. 1, 2003 through Aug. 31, 2003       $26,803.54    per month
</TABLE>

     September 1999 base rent shall be dependent upon the commencement date for
     the expansion into what is formerly known as Suite 270 which is expected
     to be prior to September 16th, 1999.

     F.  PROPORTIONATE SHARE shall be 9.29% based on a project size of
     132,420 rsf.

     G.  SECURITY DEPOSIT shall be $29,483.89 subject to the terms in Article 5.
     Landlord acknowledges that Landlord currently holds $25,671.83 previously
     deposited by Tenant in connection with the master Lease and the First
     Amendment to Lease.  Tenant is required to include a check for $3,812.06
     with the return of this executed SECOND AMENDMENT TO LEASE.

     H.  TENANT IMPROVEMENTS  (Exhibit B-1) Landlord to provide an $18.59/usf
($18.59 x 1300 usable square feet = $24,167) allowance paid by Landlord (not
to exceed $24,167) to modify Suite 270 per details and working drawings
approved by Tenant in accordance with Exhibit B-1 to this Amendment.

                                  Page 1 of 3
<PAGE>


     I.  UTILITIES  (Article 13) are provided to Suite 270 and the previous
     Premises in the 2111 building via separate electric meters and Tenant
     shall put the accounts for meters serving the space occupied in the 2111
     building in their name and pay the provider directly.  The Building
     hours for HVAC are 7 AM to 6 PM Monday through Friday and 8 am to 1 PM
     on Saturday (Sundays and legal holidays excepted).  After-hours HVAC is
     subject to fees, but not to exceed $15 per hour per building address
     during the term of this Lease.

     J.  RIGHT OF FIRST OFFER  on contiguous space is hereby provided to
     Tenant for Suite 280 at 2111 Palomar Airport Road.  Provided Tenant is
     not then in default under the terms, covenants and conditions of the
     Lease beyond applicable notice and cure periods, Tenant shall have the
     right to lease approximately 1,147 square feet (the "Expansion
     Premises") at such time as the Landlord is notified the Expansion
     Premises will be vacated by the prior tenant.  In such event, Landlord
     shall give written notice to Tenant of the availability of the Expansion
     Space and the terms and conditions on which Landlord intends to offer it
     to the public and Tenant shall have a period of ten (10) business days
     from receipt of Landlord's notice in which to exercise Tenant's right to
     lease the Expansion Premises pursuant to the terms and conditions
     contained in Landlord's notice, failing which Landlord may lease the
     Expansion Premises to any third party on whatever basis Landlord
     desires, and Tenant shall have no further rights with respect to the
     Expansion Premises.  If Tenant exercises an expansion option hereunder,
     effective as of the date Landlord delivers the Expansion Premises (the
     "Delivery Date"), the Expansion Premises shall automatically be included
     within the Premises and subject to all the terms and conditions of the
     Lease, except as set forth in Landlord's notice and as follows:  (a)
     Tenant's Proportionate Share shall be recalculated, using the total
     square footage of the Premises, as increased by the Expansion Premises;
     (b) unless negotiated otherwise, the Expansion Premises shall be leased
     on an "as is" basis and Landlord shall have no obligation to improve the
     Expansion Premises or grant Tenant any improvement allowance thereon;
     and (c) Tenant and Landlord shall, prior to the beginning of the term
     for the Expansion Premises, execute a written memorandum confirming the
     inclusion of the Expansion Premises and the Annual Rent for the
     Expansion Premises.

     K.  FURTHER EXPANSION COORDINATION.  Providing Tenant has not been in
     default during the term of this Lease, Landlord shall use its best
     business efforts to accommodate Tenant and any affiliate of Tenant the
     opportunity to expand within the Building complex known as Carlsbad
     Executive Plaza.  Should Landlord be unable to accommodate either Tenant
     or an affiliate's growth need, Tenant shall be permitted to exercise the
     Option To Terminate (Article 40) for the entire Premises covered under
     this Lease and its Amendments or Tenant shall be allowed to reduce the
     rentable square footage of the Premises to either of the demised suites
     in either building under the terms of Article 40 of the master Lease and
     retain the terms and conditions of the master Lease.  The termination
     formula shall be prorated based on length of term remaining and square
     footage of the demised premises retained by Tenant.  Landlord shall use
     its best business efforts to accommodate any affiliate of Tenant that
     meets the financial requirements of the Landlord should they desire to
     retain a demised portion of the Premises subject to then-market rent.

     L.  SIGNAGE RIGHTS.  Tenant is granted the right to place building
     signage stating "iXL" on a plaque placed on either corner of the
     concrete fascia on the north side of the 2121 building.  Such signage
     shall conform to building standard materials and installation.  The cost
     of designing, fabricating, permitting, and installing the sign shall be
     entirely that of the Tenant.  Landlord shall reasonable approve the
     design and installation of the sign prior to permitting and again prior
     to installation.  When Tenant is required to remove the sign, Tenant
     shall pay all costs associated with removal of the sign and repair any
     damage to the building caused by installation and/or removal of the sign.

2.   INCORPORATION  Except as modified herein, all other terms and conditions
     of the Lease between the parties above described, as attached hereto, shall
     continue in full force and effect.


                                  Page 2 of 3
 <PAGE>


3.   LIMITATION OF LANDLORD'S LIABILITY.  Redress for any claims against
     Landlord under this Amendment or under the Lease shall only be made against
     Landlord to the extent of Landlord's interest in the property to which the
     Premises are a part.  The obligations of Landlord under this Amendment and
     the Lease shall not be personally binding on, nor shall any resort be had
     to the private properties of, any of its trustees or board of directors and
     officers, as the case may be, the general partners thereof or any
     beneficiaries, stockholders, employees or agents of Landlord, or its
     investment manager.

4.   PERMITTED SUBLEASE.  Landlord hereby acknowledges and agrees that Tenant
     may sublease the additional premises added by this Amendment consisting of
     approximately 1,482 rentable square feet, formerly known as 2111 Palomar
     Airport Road, Suite 270 and as shown on Exhibit A-1 to Kinzan.com.
     Sublease shall be for 5,019 rentable square feet and, when combined, known
     as 2111 Palomar Airport Road, Suite 250.  Landlord's separate consent shall
     be prepared and attached to said sublease.  Notwithstanding any provision
     of the Lease to the contrary, Landlord agrees that it is not entitled to
     share in any profits which Tenant may obtain as a result of the sublease to
     Kinzan.com and waives any recapture right which it may have with respect to
     the premises sublet to Kinzan.com



     IN WITNESS WEHREOF, Landlord and Tenant have executed the Amendment as
of the day and year first written above.


<TABLE>
<S>                                         <C>                                    <C>
LANDLORD:                                   TENANT:                                GUARANTOR:
       CB Graham International, Inc.,       iXL-San Diego, Inc.,                   iXL-Enterprises, Inc.,
       a Delaware corporation               a Delaware corporation                 a Delaware corporation


BY:    RREEF Management Company,
       a Delaware corporation               BY:  /s/ David G. Watkins              BY:  /s/ [ILLEGIBLE]
                                                -----------------------------          -------------------------------
                                                 David G. Watkins
                                                                                   PRINT:   [ILLEGIBLE]
BY:    /s/ Jill E. Shanahan                                                               ----------------------------
      ---------------------------
       Jill E. Shanahan

TITLE:    Vice President                    TITLE:   President                     TITLE:   Chief Financial Officer
                                                                                          ----------------------------

DATE:  __________________________           DATE:  __________________________      DATE:     October 26, 1998
                                                                                          ----------------------------

</TABLE>

                                  Page 3 of 3

                            (AFFIX CORPORATE SEAL)
<PAGE>

            This Exhibit A-2 is attached to and made a part of the
              Second Amendment to Lease dated September 1, 1999,
 between CB Graham International, Inc., a Delaware corporation, ("Landlord"),
        and iXL-San Diego, Inc., a Delaware corporation ("Tenant"),
  for the Premises located in the County of San Diego, State of California,
  commonly known as 2121 Palomar Airport Rd., Suite 200, Carlsbad, CA 92009.



Exhibit A-2 is intended only to show the general layout of the Premises of
the beginning of the Term of this Second Amendment to Lease.  It does not in
any way supersede any of Landlord's rights set forth in Section 17.2 with
respect to arrangements and/or locations of common areas of the Building and
changes in such arrangements and/or locations.  It is not to be scaled, any
measurements or distances shown should be taken as approximate.



                                  [Diagram]

                                Page 1 of 1
<PAGE>

                                EXHIBIT B-2


           This Exhibit B-2 is attached to and made a part of the
              Second Amendment to Lease dated September 1, 1999,
 between CB Graham International, Inc., a Delaware corporation, ("Landlord"),
          and iXL-San Diego, Inc., a Delaware corporation ("Tenant"),
   for the Premises located in the County of San Diego, State of California,
  commonly known as 2121 Palomar Airport Rd., Suite 200, Carlsbad, CA 92009.



                             TENANT IMPROVEMENTS

              FOR EXPANDING 2111 PALOMAR AIRPORT ROAD, SUITE 250



1.  RESPONSIBILITY FOR THE WORK.

    1.1  Except to the extent otherwise provided in Paragraphs 1.2 and 1.3,
         Landlord will, at its sole cost and expense, subject to any maximum
         allowance, through its architects furnish architectural, mechanical,
         and electrical engineering plans required for the performance of the
         work listed on the attached SCHEDULE I ("Landlord's Work").

    1.2  Tenant may request work ("Tenant's Requested Work") not conforming
         with, or in addition to, Landlord's Work.  If Landlord approves such
         request in accordance with the Lease, any architectural, mechanical,
         and electrical plans and specifications required for the Tenant's
         Requested Work shall be furnished, at Tenant's sole cost and
         expense, by Landlord's architects and engineers.

    1.3  Any interior decorating services which are not included in the
         Landlord's Work or which Tenant desires to upgrade beyond the
         quality level which Landlord is obligated to deliver, such as
         selection of wall paint colors and/or wall coverings, fixtures,
         non--building standard carpet, and any or all other decorator items
         required by Tenant in the performance of said work referred to
         hereinabove in Paragraphs 1.1 and 1.2 shall be at the Tenant's sole
         cost and expense.

    1.4  Landlord shall diligently pursue the preparation of all plans and
         specifications for the improvements provided for in Paragraphs 2 and
         3.  All such plans shall be approved by Tenant, which approval shall
         not be unreasonably withheld.  Complete plans and specifications and
         a cost estimate for the portion of the work covered thereby to be
         borne by Tenant shall be approved by Tenant within three (3) days of
         receipt from Landlord.


2.  COMPLETION OF LANDLORD'S WORK.  Landlord will, at its sole cost and
    expense, subject to any maximum allowance, furnish and install all of
    Landlord's Work in accordance with the applicable provisions of the Lease.

3.  CAP ON LANDLORD'S COST.  Provided the Lease is in full force and effect
    and Tenant is not in default thereunder beyond applicable notice and cure
    periods, Landlord hereby agrees to pay toward the cost of Landlord's Work
    an amount equal to the lesser of: (i) the actual cost of Landlord's Work;
    or (ii) $18.59 per useable square foot (approximately 1,300 usf) (the
    "Allowance").  Should estimate of all costs exceed Allowance, Tenant to
    pay to Landlord the amount the estimated costs exceed Allowance within
    three (3) days of written request from Landlord.

                                  Page 1 of 2
<PAGE>

    ARCHITECTS CERTIFICATE.  The certificate of Landlord's architect that the
    work to be done by Landlord pursuant to Paragraphs 2 and 3 above has been
    substantially completed shall be adequate evidence that Suite 250 is
    completed in accordance with the requirements of the Lease and that
    possession thereof has been deemed delivered to Tenant, for all purposes
    of the Lease, including the commencement of the payment of rent.  Tenant
    may submit a written punchlist for deficiencies in the above improvements
    within thirty (30) days of possession of the Premises.

5.  COMPLETION OF TENANT'S REQUESTED WORK.  Provided the plans and
    specifications and cost estimate are approved by the date provided
    hereinabove in Paragraph 1.4, Landlord shall cause Tenant's Requested
    Work to be installed by Landlord's contractor, but at Tenant's sole cost
    and expense.  Prior to commencing any such work, Landlord, its
    contractor, or its architects and engineers, shall submit to Tenant a
    written estimate of the cost thereof.  Said cost shall include a
    construction management fee payable to Landlord equivalent to 0.0% of the
    cost of Tenant's Requested Work.  If Tenant shall fail to approve any
    such estimate within five (5) days after submission thereof, such failure
    shall be deemed a disapproval thereof, and Landlord's contractor shall
    not proceed with such work.  Tenant agrees to pay Landlord within thirty
    (30) days upon being billed therefor, the cost to Landlord of all such
    Tenant's Requested Work.  Such bills may be rendered during the progress
    of the performance of the work and the furnishing and installation of the
    materials to which such bills relate.  Landlord may require Tenant to
    deposit the estimated cost of such work with Landlord prior to the
    commencement of such work.



                                 SCHEDULE I

                               LANDLORD'S WORK


Landlord's Work shall be per mutually acceptable Working Drawings to be
prepared by Landlord's architect for expanding into Suite 270.

Detailed notes for Suite 270 to include new flooring throughout to match
existing in Suite 250, paint on all walls not covered in wall covering
material, remove all walls except for conference room, reconfigure ceiling
grid as needed, adjust window blinds to accommodate removal of walls, balance
air conditioning, and safe-off electrical to junction boxes above ceiling
grid.

Drawings for expansion into Suite 270 to include installing one wall with
door and window in the reception area of Suite 250 to create a small room for
computer servers.  Air conditioning that serves the computer server room
shall be tied to the existing system and after-hours pump in the server room
in the kitchen area.

Landlord is solely responsible for all costs of Landlord's Work including
Working Drawings, permits and construction at a cost to not exceed $24,167.00.

                                   Page 2 of 2