EXODUS COMMUNICATIONS, INC. PROPRIETARY AND CONFIDENTIAL (rev 6/98)
                           EXODUS COMMUNICATIONS, INC.
                          INTERNET DATA CENTER SERVICES
                                   ORDER FORM


Customer Name:               Sales Online Direct Inc.
Form Date:                   06-29-99
Form No.:                    0629DD
Installation Site(s):        Sterling IDC
Type of Service(s):          New

<TABLE>
<CAPTION>

----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
Internet Data Center    Brief Description                              Qty   Unit      Extended           Extended
Services                (Detailed description attached)                      Price     Non-Recurring      Monthly
                                                                                       Fees               Fees
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
<S>                     <C>                                            <C>   <C>                          <C>
Exo-Rack-100            Full Rack Common Colocation                    1     $1,000                       $1,000
                        Full rack includes:
                        o        4 Shelves, 1 Dedicated 20 Amp
                              Circuit
                        o        24x7 Reboot, Ping and URL
                              Monitoring (1 Server)
                        o        Bandwidth Reports (Daily)
                        o        IP Allocation, DNS Services
                        o        Assigned Project Manager
                        o        Wiring Channels
                        o        Wiring Porch Panel Power
                              Distribution Bars

----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
Exo-Rack-100SU          Setup Full Rack Common Colo                    1     $1,100    $1,100
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
Exo-Ether-U1            1 Mbps Base burstable to 10mbps                1     $1100                        $700
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
Exo-Ether-SU            Setup Ethernet network                         1     $1100     $1,100
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
                                                                             Sub-Total $2,200             $1,700
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
                        Discount Applied                                               ($2,200)
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------
                                                                                       $0                 $1,700
----------------------- ---------------------------------------------- ----- --------- ------------------ ------------

Variable Usage above 1 Mbps Base:

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

------------------------------- ----------------------------------------------------- -------------- -----------------
------------------------------- ----------------------------------------------------- -------------- -----------------
EXO-Ether-U1                    Variable Usage Cost per Megabit Above 1               1                          $900
                                Mbps Base Amount ($/megabit)
------------------------------- ----------------------------------------------------- -------------- -----------------
</TABLE>

Note:  The first "Full" month of service is Free.

                  COMPLETE THE FOLLOWING PAGE BEFORE SUBMITTING

                                                   CUSTOMER'S INITIALS _________


<PAGE>

                           EXODUS COMMUNICATIONS, INC.
                          INTERNET DATA CENTER SERVICES
                                   ORDER FORM

Customer Name           :  Sales Online Direct Inc.
      Form Date         :  06-29-99
      Form No.          :  0629DD

IMPORTANT INFORMATION:
---------------------
(1)      By submitting  this Internet Data Center  Services Order Form (Form) to
         Exodus Communications,  Inc. (Exodus),  Customer hereby places an order
         for the internet Data Center Services  described herein pursuant to the
         terms and  conditions  of the Internet Data Center  Services  Agreement
         between Customer and Exodus (IDC Agreement).
(2)      Billing, with the exception of Setup Fees, will commence on the earlier
         on the Installation  Date indicated below or the date Customer actually
         installs its equipment or Exodus begins providing  Internet Data Center
         Services.  All Setup  Fees will be billed  upon  receipt  of a Customer
         signed IDC Services Order Form.
(3)      Exodus will provide the Internet Data Center  Services  pursuant to the
         terms and  conditions of the IDC  Agreement,  which  incorporates  this
         Form.  The terms of this Form  supersede,  and by  accepting  this Form
         Exodus hereby rejects,  any conflicting or additional terms provided by
         Customer in connection  with Exodus'  provision of Internet Data Center
         Services.  If there is a conflict  between this Form and any other Form
         provided by Customer and  accepted by Exodus,  the Form with the latest
         date will control.
(4)      Exodus will not be bound by or required to provide Internet Data Center
         Services  pursuant  to this  Form or the IDC  Agreement  until  each is
         signed by an authorized representative of Exodus.

Customer to complete:

CUSTOMER HAS READ, UNDERSTANDS AND HEREBY SUBMITS THIS ORDER.

Installation Date:  August 11, 1999
                    ----------------------

Submitted By:       /s/ Richard Rotman       Submission Date: 7/14/99
                    ----------------------                    -----------------
                                                              (Effective Date of
                                                                IDC Agreement)
Print Name:         Richard Rotman
                    ----------------------

Title:              VP
                    ----------------------

Exodus Communications, Inc. Acceptance

/s/ Sallie J. Mclean                    Date: 8/5/99---------------------------
--------------------------------              ---------------------------------
(Authorized Signature)

                                            CUSTOMER'S INITIALS ________________

EXODUS COMMUNICATIONS, INC. PROPRIETARY AND CONFIDENTIAL (rev. 6/98)


<PAGE>



                           EXODUS COMMUNICATIONS, INC.

                     INTERNET DATA CENTER SERVICES AGREEMENT

THIS  INTERNET  DATA  CENTER  SERVICES  AGREEMENT  (this  "Agreement")  is  made
effective as of the  Submission  Date (July 14,  1999)  indicated in the initial
Internet  Data Center  Services  Order Form  accepted by Exodus,  by and between
Exodus  Communications,  Inc.  ("Exodus")  and  the  customer  identified  below
("Customer").

Parties:

CUSTOMER NAME:             SALES ONLINE DIRECT, INC.
ADDRESS:                   3743 BIRCH LANE
                           OWINGS MILLS, MD  21127

PHONE:                     410-581-1110
FAX:                       410-363-8698

EXODUS COMMUNICATIONS, INC.
2650 San Tomas Expressway
Santa Clara, CA  95055-1838
Phone:  (408) 346-2200
Fax:    (408) 346-2206

1.       INTERNET DATA CENTER SERVICES.

Subject to the terms and conditions of this  Agreement,  during the term of this
Agreement,  Exodus  will  provide to  Customer  the  services  described  in the
Internet  Data Center  Services  Order Form(s) (`IDC  Services  Order  Form(s)")
accepted by Exodus,  or  substantially  similar  services if such  substantially
similar  services would provide  Customer with  substantially  similar  benefits
("Internet  Data Center  Services").  All IDC Services  Order Forms  accepted by
Exodus are incorporated herein by this reference, each as of the Submission Date
indicated in such form.

2.       FEES AND BILLING.

          2.1. Fees.  Customer  will  pay  all  fees  due  according  to the IDC
               Services Order Form(s).

          2.2. Billing Commencement.  Billing for Internet Data Center Services,
other than Setup Fees,  indicated in the initial IDC  Services  Order Form shall
commence on the earlier to occur of (i) the "Installation Date" indicated in the
initial IDC Services  Order Form,  regardless of whether  Customer has commenced
use of the Internet Data Center  Services,  unless Customer is unable to install
the  Customer  Equipment  and/or use the  Internet  Data Center  Services by the
Installation Date due to the fault of Exodus,  then billing will not begin until
the date Exodus has remedied such fault (ii) the date the  "Customer  Equipment"
(Customer's computer hardware and other tangible equipment, as identified in the
Customer  Equipment  List which is  incorporated  herein by this  reference)  is

<PAGE>


placed by Customer in the "Customer  Area" (the  portion(s) of the Internet Data
Centers,  as defined in Section 3.1 below, made available to Customer  hereunder
for the placement of Customer Equipment) and is operational. All Setup Fees will
be billed upon  receipt of a Customer  signed IDC  Services  Order Form.  In the
event that Customer orders additional Internet Data Center Services, billing for
such services shall  commence on the date Exodus first provides such  additional
Internet Data Center Services to Customer or as otherwise  agreed to by Customer
and Exodus.

          2.3.  Billing and Payment  Terms.  Customer will be billed  monthly in
advance of the provision of Internet Data Center  Services,  and payment of such
fees will be due within thirty (30) days of the date of each Exodus invoice. All
payments  will be made in U.S.  dollars.  Late  payments  hereunder  will accrue
interest  at a rate of one and  one-half  percent  (1 1/2%)  per  month,  or the
highest rate allowed by applicable  law,  whichever is lower. If in its judgment
Exodus  determines  that  Customer  is  not  creditworthy  or is  otherwise  not
financially  secure,  Exodus may,  upon written  notice to Customer,  modify the
payment  terms to require full  payment  before the  provision of Internet  Data
Center Services or other  assurances to secure  Customer's  payment  obligations
hereunder.

          2.4. Taxes.  All payments  required by this Agreement are exclusive of
all national, state, municipal or other governmental excise, sales, value-added,
use, personal property,  and occupational taxes, excises,  withholding taxes and
obligations and other levies now in force or enacted in the future, all of which
Customer will be responsible for and will pay in full, except for taxes based on
Exodus' net income.

3.       CUSTOMER'S OBLIGATIONS.

          3.1.  Compliance with Law and Rules and  Regulations.  Customer agrees
that Customer will comply at all times with all applicable  laws and regulations
and Exodus' general rules and regulations  relating to its provision of Internet
Data  Center  Services,  as  updated  by Exodus  from time to time  ("Rules  and
Regulations"). Customer acknowledges that Exodus exercises no control whatsoever
over the content of the  information  passing  through its sites  containing the
Customer Area and equipment and  facilities  used by Exodus to provide  Internet
Data  Center  Services  ("Internet  Data  Centers"),  and  that  it is the  sole
responsibility  of Customer  to ensure that the  information  it  transmits  and
receives complies with all applicable laws and regulations.

          3.2.  Consumer's  Costs.  Customer  agrees  that  it  will  be  solely
responsible,  and at Exodus's requests will reimburse Exodus,  for all costs and
expenses (other than those included as part of the Internet Data Center Services
and except an otherwise  expressly provided herein) it incurs in connection with
this agreement.

          3.3. Access and Security.  Customer will be fully  responsible for any
charges,  costs expenses  (other than those included in the Internet Data Center
Services), and third party claims that may result from its use of, or access in,
the Internet Data Centers  and/or the Customer Area including but not limited to
any unauthorized use of any access devices provided by Exodus hereunder.  Except
with the advanced written consent of Exodus,  Customer's  access to the Internet
Data Centers will be limited solely to the individuals identified and authorized
by Customer to have access to the Internet  Data Centers and the Customer  Areas
in accordance  with this Agreement,  as identified in the Customer  Registration
Form,  as  amended  from  time to time,  which is  hereby  incorporated  by this
reference )"Representative").

          3.4. No Competitive Services:  Customer may not at any time permit any
Internet  Data Center  Services to be utilized for the provision of any services
that compete with any Exodus services, without Exodus prior written consent.
<PAGE>

          3.5. Insurance.

          (a) Minimum Levels. Customer will keep in full force and effect during
the terms of this Agreement : (i) comprehensive  general liability  insurance in
an amount not less than $5 million per occurrence for bodily injury and property
damage;  (ii)  employer's  liability  insurance  in an  amount  not less than $1
million per occurrence;  and (iii) workers' compensation  insurance in an amount
not less than required by applicable law. Customer also agrees that it will, and
will be solely  responsible for ensuring that it agents  (including  contractors
and  subcontractors)  maintain,  other  insurance  at levels so less than  those
required  by  applicable  law  and  customary  in  Customer's  and  its  agents'
industries.

          (b)  Certificates of Insurance.  Prior to installation of any Customer
Equipment in the Customer Area,  Customer will furnish Exodus with  certificates
of insurance which evidence the minimum levels of insurance set forth above.

          (c) Notification of Changes in Insurance  Coverage  Amounts.  Customer
will notify Exodus of any changes in the insurance  coverage amounts  stipulated
above.

4.       CONFIDENTIAL INFORMATION.

          4.1.  Confidential  Information.  Each party acknowledges that it will
have access to certain  confidential  information of the other party  concerning
the  other  party's  business,  plans,  customers,   technology,  and  products,
including   the  terms  and   conditions   of  this   Agreement   ("Confidential
Information").  Confidential  Information  will include,  but not be limited to,
each party's proprietary  software and customer  information.  Each party agrees
that it will not use in any way, for its own account or the account of any third
party,  except as  expressly  permitted by this  Agreement,  nor disclose to any
third party (except as required by law or to that party's attorneys, accountants
and  other  advisors  as  reasonably  necessary),   any  of  the  other  party's
confidential  Information  and will take  reasonable  precautions to protect the
confidentially of such information.

          4.2.   Exceptions.   Information  will  not  be  deemed   Confidential
Information  hereunder if such information:  (i) is known to the receiving party
prior to receipt from the disclosing  party directly or indirectly from a source
other than one having an obligation of  confidentiality to the disclosing party;
(ii) becomes known  (independently of disclosure by the disclosing party) to the
receiving  party  directly or  indirectly  from a source other than on having an
obligation of  confidentiality  to the disclosing party;  (III) becomes publicly
known or otherwise ceases to be secret or confidential,  except through a breach
of this Agreement by the receiving  party; or (iv) is independently developed by
the receiving party.

5.       REPRESENTATIONS AND WARRANTIES:

          5.1. Warranties by Customer.

          (a) Customer Equipment.  Customer represents and warrants that owns or
has the legal right and  authority,  and will  continues  to own or maintain the
legal right and authority  during the terms of this Agreement,  to place and use
the Customer  Equipment as  contemplated  by this  Agreement.  Customer  further
represents and warrants that its placement, arrangement, and use of the Customer
Equipment in the  Internet  Data Centers  complies  with the Customer  Equipment
Manufacturer's environmental and other specifications.


<PAGE>

          (b)  Customer's  Business.   Customer  represents  and  warrants  that
Customer's  services,  products,   materials,  data,  information  and  Customer
Equipment  used  by  Customer  in  connection  with  this  Agreement  as well as
Customer's  and its  permitted  customers'  and users' use of the Internet  Data
Center  Services  (collectively,  "Customer's  Business)  does  not  as  of  the
Installation  Date, and will not during the term of this  Agreement  operates in
any manner that would violate any applicable law or regulation.

          (c) Rules and Regulations. Customer has read the Rules and Regulations
and represents and warrants that Customer and Customer's  Business are currently
in full  compliance  with the Rule and  Regulations,  and will  remain to at all
times during the term of this Agreement.

          (d) Breach of  Warranties.  In the event of any breach,  or reasonably
anticipated breach, of any of the foregoing warranties, in addition to any other
remedies available at law or in equity,  Exodus will have the right immediately,
in Exodus' sole discretion, to suspend any related Internet Data Center Services
if deemed  reasonably  necessary by Exodus to prevent any harm to Exodus and its
business.

5.2.     Warranties and Disclaimer by Exodus.

          5.2(a) Service Level Warranty:  In the event Customer  experiences any
of the following and Exodus  determines in its reasonably  judgment that such in
ability was caused by Exodus'  failure to provide  Internet Data Center Services
for reasons within Exodus'  reasonable control and not as a result of any action
or inactions of Customer or any third parties (including  Customer Equipment and
third party equipment), Exodus, will, upon Customer's request in accordance with
paragraph (iii) below, credit Customer's account as described below:

                  (i) Inability to Access the Internet  (Downtime).  If Customer
is unable to transmit  and  receives  information  from  Exodus'  Internet  Data
Centers  (i.e.,  Exodus' LAN and WAN) to other portions of the Internet  because
Exodus failed to provide the Internet Data Center Services for more than fifteen
(15)  consecutive  minutes,  Exodus will credit Customer's  account the pro-rata
connectivity  charges (i.e.,  all bandwidth  related charges) for one (1) day of
service,   up to an aggregate  maximum credit of connectivity  charges for seven
(7) days of service in any one calendar (1) month. Exodus' scheduled maintenance
of the Internet Data Centers and Internet Data Center Services,  as described in
the Rules  and  Regulations,  shall  not be deemed to be a failure  of Exodus to
provide Internet Data Center Services. For purposes of the foregoing, "unable to
transmit and receive" shall mean sustained packet loss in excess of 50% based on
Exodus' measurements.

                  (ii) Packet  Loss and  Latency.  Exodus  does not  proactively
monitor the packet loss or transmission  latency of specific  customers.  Exodus
does,  however,  proactively  monitor the aggregate packet loss and transmission
latency within its LAN and WAN. In the event that Exodus discovers  (either from
its  own  efforts  or  after  being  notified  by  Customer)  that  Customer  is
experiencing  packet loss in excess or after being  notified by  Customer)  that
Customer is  experiencing  packet loss in excess of one  percent  (1%)  ("Excess
Packet Loss") or transmission  latency in excess of 120 milliseconds  round trip
time (based on Exodus;  measurements)  between  any two  Interest  Data  Centers
within Exodus' U.S. network  (collectively,  "Excess  Latency",  and with Excess
Packet Loss "Excess  Packet  Loss/Latency"),  and Customer  notifies  Exodus (or
confirm  that  Exodus  has  notified  Customer),  Exodus  will take all  actions
necessary to determine the source of the Excess Packet Loss/Latency.

<PAGE>

                      (A) Time to Discover Source of Excess Packet Loss/Latency,
Notification  of Customer.  Within two (2) hours of discovering the existence of
Excess  Packet  Loss/Latency,  Exodus will  determine  whether the source of the
Excess Packet  Loss/Latency is limited to the Customer  Equipment and the Exodus
equipment  connecting the Customer Equipment to Exodus' LAN ("Customer  Specific
Packet  Loss/Latency").  If the  Excess  Packet  Loss/Latency  is not a Customer
Specific  Packet  Loss/Latency,  Exodus will  determine not a Customer  Specific
Packet  Loss/Latency  within two (2) hours  after  determining  that it is not a
Customer Specific Packet Loss/Latency. In any event, Exodus will notify Customer
of the source of the Excess Packet  Loss/Latency within sixty (60) minutes after
identifying the source.

                      (B) Remedy of Excess Loss/Latency.  If  the  Excess Packet
Loss/Latency remedy is within the sole control of Exodus, Exodus will remedy the
Excess Packet Loss/Latency within two (2) hours of determining the source of the
Excess Packet  Loss/Latency.  If the Excess Packet  Loss/Latency  is caused from
outside of the Exodus  LAN or WAN,  Exodus  will  notify  Customer  and will use
commercially  reasonable effects to notify party(ies) responsible for the source
and cooperate with it (them) to resolve the problem as soon as possible.

                      (C) Failure  to  Determine  Source and/or Resolve Problem.
In the event  that  Exodus is unable to  determine  the source of and remedy the
Excess Packet Loss/Latency within the time periods described above (where Exodus
was solely in control of the source),  Exodus will credit Customer's account the
pro-rata connectively charges for one (1) day of service for every two (2) hours
after the time  periods  described  above that it takes  Exodus to  resolve  the
problem, up to an aggregate maximum credit of connectively charges for seven (7)
days of serious in any one (1) month.

                   (iii)  Customer  Must Request  Credit:  To receive any of the
credits  described in this section  5.2(a).  Customer  must notify Exodus within
three (3) business  days from the time  Customer  becomes  eligible to receive a
credit.  Failure to comply with  requirement  will forfeit  Customer's  right to
receive a credit.

                   (iv) Remedies Shall Not be Cumulative; Maximum Credit; In the
event that Customer is entitled to multiple credits  hereunder  arising from the
same event,  such credits shall not be cumulative and Customer shall be entitled
to receive only the maximum single credit  available for such event. In no event
will  Exodus  be  required  to credit  Customer  in any one (1)  calendar  month
connectivity  charges in excess of seven (7) days of service . A credit shall be
applied only to the month in which there was the incident  that  resulted in the
credit.  Customer  shall not be  eligible  to receive  any credit for periods in
which customer received any Internet Data Center Services free of charge.

                   (v) Termination Option for Chronic Problems: If in any single
calendar month,  Customer would be able to receive credits totaling fifteen (15)
or more days (but for the  limitation in paragraph  (iv) above)  resulting  from

<PAGE>

three (3) or more events  during  such  calendar  month or, if any single  event
titling  customer to credits  under  paragraph  5.2(a)(i)  exits for a period of
eight (8)  consecutive  hours,  then,  Customer may terminate this Agreement for
causes and without  penalty by notifying  Exodus within five (5) days  following
the end of such calendar month.  Such  termination will be effective thirty (30)
days after receipt of such notice by Exodus.

THIS WARRANTY DOES NOT APPLY TO ANY INTERNET DATA CENTER SERVICES THAT EXPRESSLY
EXCLUDE  THIS  WARRANTY  (AS  DESCRIBED  IN THE  SPECIFICATION  SHEETS  FOR SUCH
PRODUCTS).  THIS SECTION 5.2(a) STATES  CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
ANY FAILURE BY EXODUS TO PROVIDE INTERNET DATE CENTER SERVICES.

          (b) No Other  Warranty.  Except FOR THE  EXPRESS  WARRANTY  SET OUT IN
SUBSECTION (a) ABOVE,  THE INTERNET DATA CENTER  SERVICES ARE PROVIDED ON AN "AS
IS" BASIS, AND CUSTOMER'S USE OF THE INTERNET DATA CENTER SERVICES IS AT ITS OWN
RISK.  EXODUS  DOES NOT MAKE,  AND HEREBY  DECLARES,  ANY AND ALL OTHER  EXPRESS
AND/OR  IMPLIED  WARRANTIES,   INCLUDING,  BUT  NOT  LIMITED  TO  WARRANTIES  OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES  ARISING FROM A COURSE OF DEALING,  USAGE, OR TRADE PRACTICE.
EXODUS  DOES  NOT  WARRANT  THAT  THE  INTERNET   DATA  CENTER   SERVICES   WILL
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

          (c)  Disclaimer of Actions Causes by and/or Under the Control of Third
Parties.  EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS'
INTERNET DATA CENTERS AND OTHER  PORTIONS OF THE INTERNET.  SUCH FLOW DEPENDS IN
LARGE PART ON THE  PERFORMANCE  OF INTERNET  SERVICES  PROVIDED OR CONTROLLED BY
THIRD PARTIES. AT TIMES,  ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN
PRODUCE SITUATIONS IN WHICH EXODUS'  CUSTOMERS'  CONNECTIONS TO THE INTERNET (OR
PORTIONS  THEREOF)  MAY BE  IMPAIRED  OR  DISRUPTED.  ALTHOUGH  EXODUS  WILL USE
COMMERCIALLY  REASONABLE  EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY
AND AVOID  SUCH  EVENT,  EXODUS  CANNOT  GUARANTEE  THAT  THEY  WILL NOT  OCCUR.
ACCORDINGLY, EXODUS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM ON RELATED TO
SUCH EVENTS.

6.       LIMITATIONS OF LIABILITY.

          6.1.  Personal  Injury.  EACH  REPRESENTATIVE  AND ANY  OTHER  PERSONS
VISITING THE INTERNET DATA CENTERS DOES SO AT ITS OWN RISK AND EXODUS ASSUMES NO
LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER
THAN EXODUS'  NEGLIGENCE OR WILLFUL  MISCONDUCT  RESULTING IN PERSONAL INJURY TO
SUCH PERSONS DURING SUCH A VISIT.
<PAGE>

          6.2.  Damage to Customer  Equipment  or  Business.  EXODUS  ASSUMES NO
LIABILITY FOR ANY DAMAGE TO, OR LOSS RELATING TO, CUSTOMER'S  BUSINESS RESULTING
FROM ANY CAUSE WHATSOEVER. CERTAIN CUSTOMER EQUIPMENT, INCLUDING BUT NOT LIMITED
TO CUSTOMER EQUIPMENT LOCATED ON CYBERRACKS, MAY BE DIRECTLY ACCESSIBLE BY OTHER
CUSTOMERS.  EXODUS  ASSUMES  NO  LIABILITY  FOR ANY  DAMAGE  TO, OR LOSS OF, ANY
CUSTOMER EQUIPMENT  RESULTING FROM ANY CAUSE OTHER THAN EXODUS' GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT. TO THE EXTENT EXODUS IS LIABLE FOR ANY DAMAGE TO, OR LOSS
OF, THE CUSTOMER EQUIPMENT FOR ANY REASON, SUCH LIABILITY WILL BE LIMITED SOLELY
TO THE THEN CURRENT VALUE OF THE CUSTOMER EQUIPMENT.

          6.3.  Exclusions.  EXCEPT AS  SPECIFIED IN SECTIONS 6.1 AND 6.2, IN NO
EVENT WILL EXODUS AS LIABLE TO CUSTOMER, ANY REPRESENTATIVE,  OR ANY THIRD PARTY
FOR ANY CLAIMS ARISING OUT OF OR BELATED TO THIS AGREEMENT,  CUSTOMER EQUIPMENT,
CUSTOMER'S  BUSINESS  OR  OTHERWISE,   AND  ANY  LOST  REVENUE,   LOST  PROFITS,
REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTIONS OR LOSS OF USE
OF SERVICES OR OF ANY CUSTOMER EQUIPMENT OR CUSTOMER'S BUSINESS, EVEN IF ADVISED
OF THE  POSSIBILITY  OF SUCH  DAMAGES,  WHETHER  UNDER THEORY OF CONTRACT,  TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

          6.4. Maximum  Liability.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY IN
THIS AGREEMENT,  EXODUS MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO OR IN
CONNECTION  WITH THIS  AGREEMENT  WILL BE  LIMITED TO THE TOTAL  AMOUNT  PAID BY
CUSTOMER TO EXODUS HEREUNDER FOR THE PRIOR TWELVE (12) MONTH PERIOD.

          6.5. Customer's Insurance. Customer agrees that it will not pursue any
claims  against  Exodus for any  liability  Exodus may have under or relating to
this Agreement  until Customer first makes claims against  Customer's  insurance
provider(s) and such insurance provider(s) finally resolve(s) such claims.

          6.6.  Basis of the  Bargain;  Failure of Essential  Purpose.  Customer
acknowledge  that Exodus his set its prices and entered  into this  Agreement in
reliance upon the limitations of liability and the disclaimers of the warranties
and damages set forth herein,  and that the same form an essential  basis of the
bargain  between  the  parties.  The  parties  agree  that the  limitations  and
exclusions of liability and disclaimers specified in this Agreement will survive
an apply even if found to have failed of their essential purposes.

7.       INDEMNIFICATION.

          7.1. Exodus Indemnification of Customer. Exodus will indemnify, defend
and hold  Customer  harmless  from and against  any and all costs,  liabilities,
losses, and expenses (including, but not limited to, reasonable attorneys' fees)
(collectively,  "Losses")  resulting from any claim, suit, action, or proceeding
(each, an "Action")  brought against  Customer  alleging (i) the infringement of
any third party  registered U.S.  copyright or issued U.S. patent resulting from
the provision of Internet Data Center  Services  pursuant to this Agreement (but
excluding  any  infringement  contributory  causes  by  Customer's  Business  or
Customer Equipment) and (ii) personal injury to Customer's  Representatives from
Exodus' gross negligence or willful misconduct.
<PAGE>

          7.2.  Customer's  Indemnification of Exodus.  Customer will indemnify,
defend and hold Exodus,  its affiliates  and customer  harmless from and against
any and all Losses  resulting  from or arising  out of any Action  brought by or
against Exodus,  its affiliates or customers  alleging:  (a) with respect to the
Customer's  Business:  (i0 infringement or  misappropriation of any intellectual
property rights; (ii) defamation,  libel, slander,  obscenity,  pornography,  or
violation of the rights of privacy or publicity;  or (ii) spamming, or any other
offensive,   harassing  or  illegal  conduct  or  violation  of  the  Rules  and
Regulations;  (b) any damage or destruction to the Customer Areas,  the Internet
Data  Centers or the  equipment  of Exodus or any other  customer by Customer or
Representative(s) or Customer's designees;  or (c) any other damage arising from
the Customer Equipment or Customer's Business.

          7.3.  Notice.  Each party will provide the other party prompt  written
notice upon of the existence of any such event of which it becomes aware, and in
opportunity to participate in the defense thereof.

8.       TERM AND TERMINATION.

          8.1.  Term.  This  Agreement will be effective for a period of one (1)
year from the  Installment  Date,  unless earlier  termination  according to the
provisions  of this  Section  8. The  Agreement  will  automatically  renew  for
additional terms of one (1) year each.

8.2.     Termination.

          (a) For Convenience.

                   (i) By Customer  During First Time Thirty Days.  Customer may
terminate this Agreement for  convenience by providing  written notice to Exodus
at any time  during the thirty  (30) day period  beginning  on the  Installation
Date.

                   (ii)  By  Either  Party.  Either  party  may  terminate  this
Agreement  for   convenience  at  any  time  effective  after  the  first  (1st)
anniversary  of the  Installation  Dates by  providing  ninety  (90) days' prior
written notice to the other party at any time thereafter.

          (b) For  Cause.  Either  party will have the right to  terminate  this
Agreement if: (i) the other party  breaches any materials  terms or condition of
this  Agreement  and fails to cure such  breach  within  thirty  (30) days after
receipt  of  written  notice of the same,  except in the case of  failure to pay
fees,  which must be cured within five (5) days after receipt of written  notice
from Exodus, (ii) the other party becomes the subject of a voluntary petition in
bankruptcy or any voluntary  proceeding  relating to  insolvency,  receivership,
liquidation,  or competition  for the benefit of  conditions;  or (ii) the other
party  becomes  the subject of an  involuntary  petition  in  bankruptcy  or any
involuntary  proceeding relating to insolvency,  receivership,  liquidation,  or
composition  for the benefit of  creditors,  if such  petition is not  dismissed
within sixty (60) days of filing.

          8.3. No Liability for Termination. Neither party will be liable to the
other for any termination or expiration of this Agreement in accordance with its
terms.
<PAGE>

          8.4. Effect of  Termination.  Upon the effective date of expiration or
termination of his Agreement (a) Exodus will  immediately  ceases  providing the
Internet Data Center Services,  (b) any and all payment  obligations of Customer
under this  Agreement will become due  immediately;  (c) within thirty (30) days
after such  expiration or termination,  each party till return all  Confidential
Information  of the other party in its  possession  at the time of expiration or
termination  and  will  not  make or  retain  any  copies  of such  Confidential
Information except as required to comply with any applicable legal or accounting
recordkeeping  requirement;  and (d) Customer will remove from the Internet Data
Centers all Customer Equipment and any of its other property within the Internet
Data Centers within five (5) days of such  expiration or termination  and return
the Customer Areas to Exodus in the same condition as it was on the Installation
Date,  normal wear and tear excepted.  If Customer does not remove such property
within such  five-day  period,  Exodus will leave the option to (i) move any and
all property to secure storage and charge. Customer for the cost of such removal
and storage, and/or (ii) liquidate the property in any reasonable manner.

          8.5. Customer Equipment as Security.  In the event that Customer fails
to pay Exodus all amounts owned Exodus under this Agreement  when due,  Customer
Agrees that upon  written  notice,  Exodus may take  possession  of any Customer
Equipment  and store it, at Customer's  expense,  until taken in full or partial
satisfaction of any lien or judgment, all without being liable to prosecution or
for damages.

          8.6. Survival.  The following provision will survive any expiration or
termination of the Agreement : Sections 2,3,4,5,6,7,8, and 9.

9.       MISCELLANEOUS PROVISIONS.

          9.1.  Force Majeure.  Except for the obligation to pay money,  neither
party will be liable  for any  failure  or delay in its  performance  under this
Agreement dues to any came beyond its reasonable control,  including act of war,
acts of God,  earthquake,  flood  embargo,  not,  sabotage,  labor  shortage  or
dispute,  governmental act or failure of the Internet, provided that the delayed
party:  (a) gives  the  party  prompt  notice  of such  cause,  and (b) uses its
reasonable  commercial  efforts to correct promptly such failure such failure or
delay in performance.

          9.2.  No Lease.  This  Agreement  is a services  agreement  and is not
intended to and will not  constitute  a lease of any real or personal  property:

<PAGE>

Customer  acknowledges and agrees that (i) it has been granted only a license to
occupy the Customer  Space and use the Internet  Data Centers and any  equipment
provided by Exodus in accordance with this Agreement, (ii) Customer has not been
granted any real  property  interest  in the  Customer  Space or  Internet  Data
Center,  and (iii) Customer has no rights as tenant or otherwise  under any real
property or landlord/tenant  lawn,  regulation,  or ordinances.  For good cause,
including the exercise of any rights under Section 8.5 above, Exodus may suspend
the right of any  Representative  or other  person to visit  the  Internet  Data
Centers.

          9.3.  Marketing.  Customer agrees that Exodus may refer to Customer by
trade name and  trademark,  and may briefly  describe  Customer's  Business,  in
Exodus;  marketing  materials  and web site.  Customer  hereby  grants  Exodus a
license to use any Customer trade names and trademark  solely in connection with
the rights granted to Exodus to this Section 9.3.

          9.4. Governmental  Regulations.  Customer will not export,  re-export,
transfer, or make available,  whether directly or indirectly, any regulated item
or  information  to anyone  outside the U.S. in connection  with this  Agreement
without first complying with all export control laws and  regulations  which may
be imposed by the U.S.  Governmental  and any country or organization of nations
within whose jurisdiction Customer operated or does business.

          9.5. Non-Solicitation. During the period beginning on the Installation
Data and ending on the first  anniversary  of the  termination  or expiration of
this Agreement in accordance  with its terms,  Customer agrees that it will not,
and will ensure that its affiliates do not,  directly or indirectly,  solicit or
attempt to solicit for  employment  any persons  employed by Exodus  during such
period.

          9.6. Governing Law: Dispute  Resolution,  Severability:  Waiver.  This
Agreement is made under and will be governed by and construed in accordance with
the  laws of the  State  of  California  (except  that  body of law  controlling
conflicts of law) and specifically  excluding from application to this Agreement
that law known as the United  Nations  Convention on the  International  Sale of
Goods. Any dispute relating to the terms,  interpretation or performance of this
Agreement  (other  than  claims  for  preliminary  injunctive  relief  or  other
pre-judgment  remedies)  will be resolved at the request of either party through
binding  arbitration.  Arbitration  will be  conducted  in Santa  Clara  County,
California,  under the rules and  procedures  of the  Judicial  Arbitration  and
Mediation Society ("JAMS").  The parties will request that JAMS appoint a single
arbitrator  possessing  knowledge  of online  services  agreements;  however the
arbitration will proceed even if such a person is unavailable.  In the event any
provision of this Agreement is held by a tribunal of competent  jurisdiction  to
be contrary to the law, the remaining  provisions of this  Agreement will remain
in full force and effect.  The waiver of any breach of default of this Agreement
will not constitute a waiver of any subsequent  breach or default,  and will not
act to amend or negate the rights of the waiving party.

          9.7.  Assignment;  Notices.  Customer  may not  assign  its  rights or
delegate  its duties  under this  Agreement  either in whole or in part  without
consent of Exodus,  except this  Customer may assign this  Agreement in whole as
part  of  a  corporate  reorganization,   consolidation,   merger,  or  sale  of
substantially all of its assets. Any attempted  assignment or delegation without
such consent will be void. Exodus may assign this Agreement in whole or in part.
This Agreement will bind and inure to the benefit of each party's successors and
permitted assigns. Any notice or communication required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
confirmed  facsimile,  or mailed by registered or certified mail, return receipt
requested,  postage prepaid,  in each case to the address of the receiving party
indicated  on the  signature  page  hereof,  or at  such  other  address  as may
hereafter  be  furnished  in writing by either  party hereto to the other . Such
notice will be deemed to have been given as of the date it is delivered,  mailed
or sent, which is earlier.

          9.8.  Relationship  of Parties.  Exodus and Customer  are  independent
contractors   and  this  Agreement  will  not  establish  any   relationship  of
partnership,  joint venture, employment,  franchise or agency between Exodus and
Customer.  Neither  Exodus nor Customer will have the power to bind the other or
incur  obligations  on the other's  behalf  without the  other's  prior  written
consent, except as otherwise expressly provided herein.

          9.9. Entire  Agreement;  Counterparts.  This Agreement,  including all
documents  incorporated  herein  by  reference,  constitutes  the  complete  and
exclusive  agreement  between the  parties  with  respect to the subject  matter
hereof,  and  supersedes  and  replaces  any and all  prior  or  contemporaneous

<PAGE>


discussions,  negotiations,  understandings  and  agreements,  written  or oral,
regarding  such subject  matter.  This  agreement may be executed in two or more
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together shall constitute one and the same instrument.

Customer's and Exodus'  authorized  representatives  have read the foregoing and
all documents  incorporated therein and agree and accept such terms effective as
of the date first above written.

CUSTOMER                             EXODUS COMMUNICATIONS, INC.

Signature: /s/ Richard Rotman        Signature: /s/ Sallie J. McLean
           -------------------------            --------------------------------

Print Name: Richard Rotman           Print Name:  Sallie J. McLean

Title: Vice President                Title:
                                            ------------------------------------

<PAGE>