<PAGE>

                                                                   Exhibit 10.47
                                   ORIGINAL

  EMC CORPORATION                                             No.   12586
                                                                 ------------

                                      EMC/2/

                             MASTER LEASE AGREEMENT

This MASTER LEASE AGREEMENT, (hereinafter called the "Master Agreement") is
entered into by and between EMC Corporation, a Massachusetts corporation
(hereinafter called "Lessor"), having its principal place of business at 171
South Street, Hopkinton, MA 01748, and Interliant, Inc. (hereinafter called
                                       ----------------
"Lessee"), having a principal place of business at Two Manhattanville Road,
                                                   -----------------------
Purchase, NY 10577--2118.
------------------------

                                  I. THE LEASE

 1.1     Lease of Equipment. In accordance with the terms and conditions of this
         Master Agreement, Lessor agrees to lease to Lessee, and Lessee agrees
         to lease from Lessor, the units of personal property (hereinafter
         individually called a "Unit" and collectively called "Equipment")
         described in supplement(s) which are executed pursuant to and
         incorporate the terms of this Master Agreement (each hereinafter, a
         "Supplement"). Each Supplement shall constitute a separate, distinct,
         and independent lease and contractual obligation of Lessee. The term
         "Lease" as used hereinafter shall refer to an individual Supplement
         which incorporates the terms of this Master Agreement. Lessor or its
         assignee shall retain the full legal title to the Equipment, it being
         expressly agreed by both parties that this Master Agreement and each
         Lease shall constitute an agreement of lease only. Each Lease shall be
         binding upon Lessor and Lessee from the date of acceptance and
         execution of the applicable Supplement, by Lessor at its headquarters.

  1.2    Term of Lease. The original term of lease for each Unit (hereinafter
         the "Original Term") shall commence on the date specified in the
         applicable Supplement and, subject to Section 2.5 below, shall
         terminate as specified in such Supplement. No Lease may be canceled by
         Lessee for any reason whatsoever.

  1.3    Disclaimers; Warranties. LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR
         MAKES NO EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO
         LESSEE'S USE OR OPERATION OF THE EQUIPMENT. LESSOR EXPRESSLY DISCLAIMS
         THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE FOR THE EQUIPMENT OR OTHER PRODUCTS, DOCUMENTATION AND SERVICES
         PROVIDED HEREIN. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INDIRECT,
         SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
         ASSOCIATED WITH THE EQUIPMENT OR THE LEASE THEREOF EVEN IF ADVISED OF
         THE POSSIBILITY OF SUCH DAMAGES.

  1.4    Rental Payments. Lessee shall pay rental to Lessor for the Unit(s) in
         the amounts and on the dates specified in the applicable Supplement. If
         any rental or other amount due hereunder is not paid within five (5)
         days of the due date thereof, Lessee shall pay to Lessor on demand, as
         additional rental, interest thereon from the due date until payment at
         a rate equal to the lesser of (i) eighteen (18%) per annum, or (ii) the
         maximum rate permitted by law. All rental and other amounts payable by
         Lessee to Lessor hereunder shall be paid to Lessor at the address
         specified above, or at such other place as Lessor may designate in
         writing to Lessee. Time is of the essence with respect to all of
         Lessee's obligations under any Lease.

  1.5    Return of Equipment. Upon expiration of the Original Term, Lessee will
         immediately return the Equipment to Lessor as provided in Section 2.3
         below. Should Lessee not return the Equipment at the end of the
         Original Term, the Equipment shall continue to be held and leased
         hereunder, and the Lease shall thereupon be extended for successive
         three (3) month terms, at the same monthly rental, subject to the right
         of either Lessee or the Lessor to terminate the Lease upon ninety (90)
         days written notice, whereupon the Lessee shall forthwith deliver the
         Equipment to the Lessor. If Lessee fails to return the Equipment upon
         demand therefor by Lessor, Lessee shall pay Lessor, as the reasonable
         measure of Lessor's damages, the value, at replacement cost, of the
         Equipment so converted.

                            II. COVENANTS OF LESSEE

  2.1    Payment of Rental and other Monies. Each lease is a net lease and
         Lessee acknowledges and agrees that Lessee's obligation to pay all
         rental and other sums payable hereunder, and the rights of Lessor in
         and to such payments, shall be absolute and unconditional and shall not
         be subject to any abatement, reduction, setoff, counterclaim or other
         defense for any reason whatsoever. It being the intent of Lessor, and
         an inducement to Lessor, to enter into the Lease, to claim all
         available tax benefits of ownership with respect to the Equipment,
         Lessee acknowledges and agrees that (i) no right, title or interest in
         the Equipment has been or is intended to be passed to Lessee, other
         than the right to maintain possession and use of the Equipment for the
         Original Term, conditioned on Lessee's performance of the terms and
         conditions of the Lease, (ii) Lessee has not taken and will not at any
         time during the Original Term take any action which shall cause Lessor
         to lose any tax benefits of ownership, and (iii) the Stipulated Loss
         Values (defined in the applicable Lease) agreed to under this Lease are
         intended to provide recovery by Lessor of such lost tax benefits of
         ownership.

  2.1.1  Acceptance of Equipment. Lessee's acceptance of the Equipment shall be
         conclusively and irrevocably evidenced by Lessee executing the
         Certificate of Delivery and Acceptance and upon acceptance the Lease
         of such Equipment shall be noncancellable for the Original Term unless
         otherwise agreed to in writing by Lessor.
<PAGE>

  2.2    Use of Equipment. Lessee shall use the Equipment solely in the conduct
         of its business, in a manner and for the use contemplated by the
         manufacturer thereof, and in compliance with all laws, rules and
         regulations of every governmental authority having jurisdiction over
         the Equipment and with the provisions of all policies of insurance
         carried by Lessee pursuant to Section 2.6 below; provided, however,
         Lessee shall have the right to allow third parties, under Lessee's
         supervision, to use the Equipment, so long as Lessee shall retain
         uninterrupted possession and control of the Equipment. Lessee shall pay
         all costs, expenses, fees and charges incurred in connection with the
         use and operation of the Equipment.

  2.3    Delivery, Installation, Maintenance and Repair. Lessee shall be solely
         responsible, at its own expense, for the delivery of the Equipment to
         Lessee, the packing, rigging and delivery of the Equipment back to
         Lessor upon expiration of the Original Term in good repair, condition,
         and working order, ordinary wear and tear excepted, at the location(s)
         within the continental United States specified by Lessor. Lessee is
         also solely responsible for the installation, de-installation,
         maintenance and repair of the Equipment. Lessee shall, at its expense,
         (a) keep the Equipment in good repair, condition and working order,
         ordinary wear and tear excepted, and (b) at the expiration of the
         Original Term or any renewal term have the Equipment inspected and
         certified as acceptable for maintenance service by the manufacturer.
         Lessor shall be entitled to inspect the Equipment at Lessee's location
         at reasonable times.

  2.4    Taxes. Lessee agrees to pay, and to indemnify and hold Lessor harmless
         from, all license fees, assessments, and sales, use, property, excise
         and other taxes and charges ("Imposts")(other than those measured by
         Lessor's net income) now or hereafter imposed by any governmental body
         or agency upon or with respect to (a) the Equipment or the possession,
         ownership, use or operation thereof or (b) this Master Agreement, any
         Lease, or the consummation of the transactions herein contemplated. All
         required personal property tax returns relating to the Equipment shall
         be filed by Lessee unless otherwise provided in writing. Lessee shall
         reimburse Lessor promptly upon demand for the amount of any Imposts
         remitted by Lessor which are required hereunder to be borne by Lessee.

  2.5    Loss of Equipment. Lessee shall bear the entire risk of the Equipment
         being lost, destroyed or otherwise rendered permanently unfit or
         unavailable for use from any cause whatsoever (hereinafter called an
         "Event of Loss") after its delivery to Lessee. If an Event of Loss
         shall occur with respect to any Unit, Lessee shall promptly and fully
         notify Lessor thereof. On the rental payment date following such notice
         Lessee shall pay to Lessor an amount equal to the rental payment or
         payments due and payable for such Unit on such date plus a sum equal to
         the Stipulated Loss Value (as defined in the applicable Supplement) of
         such Unit as of the date of such payment set forth in such Supplement.
         Upon the making of such payment by Lessee regarding any Unit, the
         rental obligation for such Unit shall cease, the Lease as to such Unit
         shall terminate and (except in the case of loss, theft or complete
         destruction) Lessor shall be entitled to recover possession of such
         Unit at Lessee's expense in accordance with the provisions of Section
         2.3 above. Provided that Lessor has received the Stipulated Loss Value
         for any Unit, Lessee shall be entitled to the proceeds of any recovery
         in respect of such Unit from insurance or otherwise.

  2.6    Insurance. Lessee shall obtain and maintain for the entire term of the
         Lease, at its own expense, property damage and liability insurance and
         insurance against loss or damage to the Equipment including, without
         limitation, loss by fire (including so-called extended coverage), theft
         and such other risks of loss as are required on the type of Equipment
         leased hereunder and by businesses in which Lessee is engaged in such
         amounts in such form and with such insurers as shall be satisfactory to
         Lessor, provided however, that such insurance for loss or damage of any
         Unit shall always be at a minimum, the amount of the Stipulated Loss
         Value of such Unit. Each insurance policy will name Lessee as insured
         and Lessor as an additional insured and loss payee thereof as Lessor's
         interests may appear and shall provide that it may not be canceled or
         altered without at least 30 days prior written notice to Lessor or its
         successors and assigns. Lessee shall provide to Lessor a certificate of
         insurance as evidence of insurance coverage prior to delivery of any
         Unit.

  2.7    Indemnity. Lessee shall and does hereby indemnify Lessor and its
         successors and assigns against, and hold Lessor and its successors and
         assigns harmless from, any and all claims, demands, actions and suits,
         proceedings, costs, expenses, damages and liabilities, including
         reasonable attorneys' fees, hereinafter ("Claims"), arising out of,
         connected with or resulting from this Master Agreement, any Lease, or
         the Equipment, including, without limitation, the selection, ownership,
         control, maintenance, lease, purchase, delivery, possession, condition,
         use, operation, or return of the Equipment. Lessee shall give Lessor
         immediate notice of any Claim and Lessee shall satisfy, pay and
         discharge any and all judgments and fines that may be recovered against
         Lessor in connection with any such Claim. Lessor shall give Lessee
         written notice of any such Claim of which Lessor has knowledge.

  2.8    Possession; Assignment; Pledge. Without the prior written consent of
         Lessor, which such consent as it pertains to subsections (a) and (d),
         shall not be unreasonably withheld or delayed, Lessee shall not (a)
         sublease the Equipment, or any part thereof, provided, that Lessee may,
         without the prior written consent of Lessor, permit any parent or
         subsidiary of Lessee to use the Equipment, or any part thereof, in the
         ordinary course of its business, (b) assign, this Master Agreement or
         any Lease or its interest hereunder or thereafter, (c) create or incur
         any lien or encumbrance with respect to the Equipment, or any part
         thereof, (d) move the Equipment, or any part thereof, or permit any of
         the Equipment to be moved from the location at which it is first
         installed, or (e) permit the Equipment, or any part thereof, to be
         removed outside the continental limits of the United States.

  2.9    Identification. At any time during the term of a Lease, Lessor may
         require Lessee to legibly mark each Unit subject to such Lease in a
         reasonably prominent location with a label, disc or other marking
         stating that the Equipment is owned by Lessor.

  2.10   Alterations or Modifications. Lessee shall not make any alternations of
         or additions to the Equipment without the prior written consent of
         Lessor. At any time during the Original Term, of any Lease there may be
         added to such Lease additional Units of the same type as are rented
         thereunder for a term equal to the remaining Original Term and, subject
         to the terms and conditions hereof, at the rental rates applicable to
         such Equipment and term in effect at the time the order is placed,
         provided that the order is in writing and accepted by Lessor. Such
         acceptance shall be at the sole discretion of Lessor. All additions,
         attachments or accessories to or improvements of the Equipment shall
         immediately belong to and become property of the Lessor unless, at the
         request of Lessor, such additions, attachments or accessories to or
         improvements of the Equipment are removed prior to the return of said
         Equipment by Lessee. Lessee shall be responsible for the costs of such
         removal and shall restore the Equipment to the same operating condition
         as when it became subject to the Lease.

  2.11   Equipment to be Personal Property. Lessee agrees that the Equipment
         shall be and remain personal property notwithstanding the manner in
         which it may be attached or affixed to realty, and Lessee shall do all
         acts and enter into all agreements necessary to ensure that the
         Equipment remains personal property.
<PAGE>

  2.12  Financial Statements. Lessee shall promptly furnish, or cause to be
        furnished, to Lessor such financial or other statements respecting the
        condition and operations of Lessee or respecting the Equipment as Lessor
        may from time to time reasonably request.

  2.13  Lessee Representations. Lessee hereby represents, warrants and covenants
        that with respect to this Master Agreement and each Lease entered into
        hereunder:

        (a)  The execution, delivery and performance thereof by the Lessee have
             been duly authorized by all necessary corporate action;
        (b)  The individual executing such was duly authorized to do so;
        (c)  This Master Agreement and each Lease constitute the legal, valid
             and binding obligations of the Lessee enforceable in accordance
             with their respective terms.

                           III. DEFAULT AND REMEDIES

  3.1   Events of Default. The occurrence of any of the following shall
        constitute an Event of Default hereunder: (a) Lessee shall fail to pay
        on the due date any rental or other payment due under any lease, (b) any
        provision of this Master Agreement or any Lease or any provision in any
        document provided by Lessee for this Master Agreement or any Lease, or
        in any document furnished pursuant to the provisions hereof or
        otherwise, shall prove to have been false or misleading in any material
        respect as of the date when it was made, (c) Lessee shall fail to
        perform any provision, covenant, condition or agreement made by it under
        this Master Agreement or Lease, and such failure shall continue for ten
        (10) days after notice thereof from Lessor to Lessee or (d) bankruptcy,
        receivership, insolvency, reorganization, dissolution, liquidation, or
        other similar proceedings shall be instituted by or against Lessee or
        all or any part of its property under the Federal Bankruptcy Code or
        other law of the United States or of any state law, and if against
        Lessee it shall consent thereto or shall fail to cause the same to be
        discharged within twenty (20) days, or (e) Lessee shall default under
        any agreement with respect to the purchase or installation of the
        Equipment, or (f) if Lessee or any guarantor of Lessee's obligations
        hereunder shall default under any other agreement with Lessor.

  3.2   Remedies. If an Event of Default hereunder shall occur and be
        continuing, Lessor may exercise any one or more of the following
        remedies: (a) immediately terminate this Master Agreement and any or all
        Leases and Lessee's rights hereunder and thereunder, (b) proceed, by
        appropriate court action or actions either at law or in equity, to
        enforce performance by Lessee of the applicable covenants of the Lease
        or to recover damages for the breach thereof, (c) by notice in writing
        to Lessee, recover all amounts due on or before the date of the event of
        default, plus, as liquidated damages for loss of a bargain and not as a
        penalty, accelerate, and declare to be immediately due and payable all
        rentals and other sums payable under any or all such Leases, without any
        presentment, demand, protest or further notice (all of which hereby are
        expressly waived by Lessee), whereupon the same shall be and become
        immediately due and payable, and (d) personally, or by its agents take
        immediate possession of the Equipment, or any part thereof, from Lessee
        and for such purpose, enter upon Lessee's premises where any of the
        Equipment is located with or without notice or process of law and free
        from all claims by Lessee. The exercise of any of the foregoing remedies
        by Lessor shall not constitute a termination of any Lease unless Lessor
        so notifies Lessee in writing.

  3.3   Disposition of Equipment. In the event Lessor repossesses Equipment,
        Lessor may (a) lease the Equipment, or any portion thereof, in such a
        manner, for such time and upon such term(s) as Lessor may determine or
        (b) sell the Equipment, or any portion thereof, at one or more public or
        private sales, in such manner, and at such times and upon such terms as
        Lessor may determine. In the event that Lessor leases any such Units,
        any rentals received by Lessor for the Remaining Lease Term(s) (the
        period ending on the date when the Original Term for the Unit(s) would
        have expired if an Event of Default had not occurred) for such Units
        shall be applied to the payment of (i) all costs and expenses (including
        attorneys' fees) incurred by Lessor in retaking possession of, and
        removing, storing, repairing, refurbishing and leasing such Units, and
        (ii) the rentals for the remainder of the Original Term and all other
        sums, including past due rentals, remaining unpaid under the Lease. The
        balance of such rentals, if any, shall be applied first to reimburse
        Lessee for any sums previously paid by Lessee as liquidated damages, and
        any remaining amounts shall be retained by Lessor. All rentals received
        by Lessor for the period commencing after the expiration of the
        Remaining Lease Term(s) shall be retained by Lessor. Lessee shall remain
        liable to Lessor to the extent that the aggregate amount of the sums
        referred to in clauses (i) and (ii) above shall exceed the aggregate
        rentals received by Lessor under such leases for the respective
        Remaining Lease Term(s) applicable to the Units covered by such leases.
        In the event that Lessor shall sell or otherwise dispose of (other than
        pursuant to a lease) any such Unit, the proceeds thereof shall be
        applied to the payment of (i) all costs and expenses (including
        reasonable attorneys' fees) incurred by Lessor in retaking possession
        of, and removing, storing, repairing, refurbishing and selling or
        otherwise disposing of such Unit(s), (ii) the rentals that either did or
        would have accrued under the Lease but are unpaid up to the time of such
        sale or other disposition, (iii) any and all other sums (other than
        rentals) then owing to Lessor by Lessee under, and (iv) the Stipulated
        Loss Value of such Unit(s) determined as of the date of such sales or
        other disposition in accordance with the schedule set forth in the Lease
        for such Unit(s). The balance of such proceeds, if any, shall be applied
        first to reimburse Lessee for any sums previously paid by Lessee as
        liquidated damages, and any remaining amounts shall be retained by
        Lessor. Lessee shall remain liable to Lessor to the extent that the
        aggregate amount of the sums referred to in clauses (i) through (iv)
        above shall exceed the aggregate proceeds received by Lessor in
        connection with the sale or disposition of the Equipment (other than
        pursuant to a lease).

                               IV. MISCELLANEOUS

  4.1   Performance of Lessee's Obligations. Upon Lessee's failure to pay any
        sum or perform any obligation hereunder when due, Lessor shall have the
        option, but shall in no case be obligated, to pay such sum or perform
        such obligation, whereupon such sum or the cost of such performance
        shall immediately become due and payable as additional rent from Lessee
        to Lessor with interest at the highest legal rate from the date payment
        or performance was due.

  4.2   Assignment. No right, obligation or interest of Lessee with respect to
        this Master Agreement, any Lease or Equipment shall, without the prior
        written consent of Lessor, be assignable by Lessee or by operation of
        law, and any such purported assignment, transfer or succession shall be
        null and void. Lessor may, at anytime, without the consent of Lessee,
        assign the Master Agreement and any Lease or any interest herein or
        therein to any party. In the event of any assignment of Lessor, the
        assignee shall have all of Lessor's rights hereunder, but none of its
        obligations, and upon receipt by Lessee of written notice of any such
        assignment, Lessee shall make all payments thereafter becoming due under
        any assigned Lease to such assignee without regard to any set-off,
        defense or counter claim that Lessee may have against Lessor.
<PAGE>

  4.3   Quiet Enjoyment. So long as Lessee shall not be in default hereunder and
        Lessor continues to receive all rent and other sums payable by Lessee
        hereunder in accordance with the terms hereof, neither Lessor nor its
        assignee, shall interfere with Lessee's right of quiet enjoyment and use
        of the Equipment.

  4.4   Further Assurances. Lessee agrees that at any time, and from time to
        time, after the execution and delivery of this Lease, it shall, upon the
        request of Lessor, execute and deliver such further documents and do
        such further acts and things as Lessor may reasonably request in order
        fully to effect the purposes of this Lease including without limitation,
        the filing of financial and confirmation statements. Lessee authorizes
        Lessor to file a financing statement or any confirmation statements
        signed only by Lessor in accordance with the Uniform Commercial Code or
        signed by Lessor as Lessee's attorney in fact.

  4.5   Rights, Remedies, Powers. Each and every right, remedy and power granted
        to Lessor hereunder shall be cumulative and in addition to any other
        right, remedy or power herein specifically granted or now or hereafter
        existing in equity, at law, by virtue of statute or otherwise, and may
        be exercised by Lessor from time to time concurrently or independently
        and as often and in such order as Lessor may deem expedient. And any
        failure or delay on the part of Lessor in exercising any such right,
        remedy or power, or abandonment or discontinuance of steps to enforce
        the same, shall not operate as a waiver thereof or affect Lessor's right
        thereafter to exercise the same, and any single or partial exercise of
        any such right, remedy or power shall not preclude any other or further
        exercise thereof or the exercise of any other right, remedy or power.

  4.6   Notices. Any notice, request, demand, consent, approval or other
        communication provided or permitted hereunder shall be in writing and
        shall be conclusively deemed to have been received by a party hereto on
        the day it is delivered to such party at its address set forth above (or
        at such other address as such party shall specify to the other party in
        writing), or if sent by registered or certified mail, return receipt
        requested, on the third business day after the day on which mailed,
        addressed to such party at such address.

  4.7   Section Headings. Section headings are inserted for convenience only and
        shall not affect any construction or interpretation of any Lease.

  4.8   Binding Effect. Each Lease, subject to the provisions of Sections 2.8
        and 4.3 hereof, shall be binding upon and shall inure to the benefit of
        the respective successors and assigns of the Lessee and Lessor.

  4.9   Governing law. Each Lease shall be governed in all respects by the laws
        of the Commonwealth of Massachusetts.

  4.10  Entire lease. Each Lease, consisting of the terms and conditions of this
        Master Agreement, a Supplement, and any Amendments, Schedules or Riders
        to either of them, constitutes the entire agreement between Lessor and
        lessee. No waiver, consent, modification or change of terms of this
        Lease shall bind either party unless in writing signed by both parties,
        and then such waiver, consent, modification or change shall be effective
        only, in the specific instance and for the specific purpose given. There
        are no understandings, agreements, representations or warranties,
        express or implied, not specified therein regarding any Lease or the
        Equipment leased thereunder. Any terms and conditions of any purchase
        order or other document (with the exception of Supplements) submitted by
        Lessee in connection with any Lease which are in addition to or
        inconsistent with the terms and conditions of such Lease will not be
        binding on Lessor and will not apply to the Lease. LESSEE BY THE
        SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE ACKNOWLEDGES THAT IT
        HAS READ THIS MASTER AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND
        BY ITS TERMS AND CONDITIONS WITH RESPECT TO ANY LEASE ENTERED INTO
        HEREUNDER.

        See Amendment No. 1 attached hereto and made a part hereof.



LEASE ACCEPTED BY:


EMC CORPORATION, (Lessor)                  Interliant, Inc.          (lessee)
                                           --------------------------

BY: _______________________________        BY: /s/ Frank J. Alfano
                                               -------------------------------

TITLE: ____________________________        TITLE: Senior Vice President
                                                  ----------------------------
                                                           Corporate Development
<PAGE>

                                AMENDMENT NO. 1


TO MASTER LEASE AGREEMENT Number 12586, (hereinafter called the "Master
Agreement"), between EMC Corporation ("Lessor") and Interliant, Inc. ("Lessee").

Lessor and Lessee have entered into the Master Agreement identified above
pursuant to which Lessor has agreed to lease to Lessee, and Lessee has agreed to
lease from Lessor, subject to the terms and conditions of the Master Agreement.

NOW, THEREFORE Lessor and Lessee, by entering into this Amendment hereby confirm
and agree as follows:

Section 1.5       In the last sentence, after "damages" strike "the value, at
                  replacement cost," and replace with "the fair market value".

Section 2.7       To the end of the first sentence, add "except such claims
                  resulting from the gross negligence or willful misconduct of
                  Lessor, its employees, contractors or agents."

Section 2.8       In line 4, to the end of subsection (b) add "except as
                  provided in Section 4.2".

Section 3.1       In the first sentence, to the end of subsection (a) add "and
                  such failure shall continue for five (5) days after notice
                  thereof from Lessor to Lessee".

                  In the first sentence, subsection (d), after "within" strike
                  "twenty (20)" and replace with "sixty (60)".

Section  3.2      In the first sentence, to the end of subsection (d) add
                  "provided, however, such entry must be made peacefully and
                  Lessor shall be liable to Lessee for any and all damage to any
                  property or person resulting from the gross negligence or
                  willful misconduct of Lessor, its employees, contractors or
                  agents."

Section 3.3       In the second sentence, line 5, subsection (i), before "costs
                  and expenses" add "reasonable" and before "attorneys' fees"
                  add "reasonable".

                  In the sixth sentence, line 13, subsection (i) before "costs
                  and expenses" insert "reasonable".

Section 4.1       In line 1, after "due" add "after all applicable notice and
                  cure periods,".

Section 4.2       In the first sentence, line 2, after "Lessor" add "which
                  consent shall not be unreasonably withheld, conditioned or
                  delayed,".

                  After the first sentence add the following new sentence: "Upon
                  receipt of a written request from Lessee to assign this Master
                  Agreement or any Lease or its interest hereunder, Lessor shall
                  review the new entity under its then current underwriting
                  criteria, and if, in the reasonable discretion of Lessor, the
                  new entity is equal to or better than that of Lessee based on
                  its then current underwriting criteria, Lessor shall consent
                  to such assignment, and such consent shall not be reasonably
                  delayed or withheld."

Section 4.4       To the end of the last sentence add "solely with respect to
                  the Equipment or any part thereof."
<PAGE>

Except as provided in this Amendment No. 1, all the terms and conditions of the
above referenced Master Agreement will remain in full force and effect.

AMENDMENT ACCEPTED BY:

EMC Corporation (Lessor)                      Interliant, Inc. (Lessee)

By:____________________________               By:    /s/ Francis J. Alfano
                                                 -----------------------------
Name:__________________________               Name:  Frank J. Alfano
                                                   ---------------------------
Title:_________________________               Title: Senior Vice President
                                                     Corporate Development
                                                    --------------------------
Date:__________________________               Date:  January 26, 2001
                                                   ---------------------------
<PAGE>

                                AMENDMENT NO. 1


TO SUPPLEMENT Number 1 to Master Lease Agreement Number 12586 (hereinafter
called the "Lease"), between EMC Corporation ("Lessor") and Interliant, Inc.
("Lessee").

Lessor and Lessee have entered into the Lease identified above pursuant to which
Lessor has agreed to lease to Lessee, and Lessee has agreed to lease from
Lessor, subject to the terms and conditions of the Lease.

NOW, THEREFORE Lessor and Lessee, by entering into this Amendment hereby confirm
and agree as follows:


The paragraph entitled "Interim Rent" in deleted in its entirety as it does not
apply to this Lease.


Add the following paragraph to the Lease:

     "End of Lease Options: Provided that Lessee is not in default, as defined
     in Section 3.1 hereof, Lessor hereby grants Lessee the following options at
     the end of the Original Term or any extended term; (i) Lessee may elect to
     return the Equipment to Lessor as provided in Sections 1.5 and 2.3 hereof,
     (ii) Lessee may elect to renew the Lease at the fair market value rental,
     or (iii) Lessee may elect to purchase the Equipment at the then fair market
     value."


Except as provided in this Amendment No. 1, all the terms and conditions of the
above referenced Lease will remain in full force and effect.



AMENDMENT ACCEPTED BY:

EMC Corporation (Lessor)             Interliant, Inc. (Lessee)

By:____________________________      By:_________________________________

Name:__________________________      Name:_______________________________

Title:_________________________      Title:______________________________

Date:__________________________      Date:_______________________________