EXHIBIT 10.23


THIS MASTER SERVICES AGREEMENT (the "Agreement") between Exodus  Communications,
Inc.  ("Exodus") and Boston  Communications  Group,  Inc.  ("Customer")  is made
effective as of date indicated below the Customer signature on the initial Order
Form submitted by Customer and accepted by Exodus.

1.       OVERVIEW.

   1.1 General.  This Agreement  states the terms and conditions by which Exodus
will  deliver and Customer  will receive any or all of the services  provided by
Exodus,  including  facilities,  bandwidth,  managed  services and  professional
services.  If Customer  purchases any equipment from Exodus (as indicated in the
Order Form(s)  described  below),  the terms and  conditions  by which  Customer
purchases  and Exodus  sells such  equipment  are stated in  Addendum A attached
hereto.  Only this  Section 1.1 and  Addendum A shall apply to the  purchase and
sale  of  equipment.  The  specific  services  and/or  products  to be  provided
hereunder are identified in the Order Form(s) submitted by Customer and accepted
by Exodus and described in detail in the Specification  Sheets and Statements of
Work  attached  to  each  Order  Form.   Each  Order  Form  (with  the  attached
Specification  Sheet(s)  and  Statement(s)  of  Work)  submitted,  accepted  and
executed  by  both  parties  is  hereby  incorporated  by  reference  into  this
Agreement.  This Agreement is intended to cover any and all Services  ordered by
Customer  and  provided by Exodus.  In the event that any terms set forth herein
apply  specifically  to a service not ordered by Customer,  such terms shall not
apply to Customer.

1.2      Definitions.

       (a) "Customer  Area" means that portion(s) of the Internet Data Center(s)
made available to Customer for the placement of Customer Equipment and/or Exodus
Supplied Equipment and use of the Service(s).

       (b) "Customer  Equipment"  means the Customer's  computer  hardware,  not
including  stored data, and other tangible  equipment  placed by Customer in the
Customer Area. The Customer  Equipment  shall be identified on Exodus'  standard
customer  equipment  list  completed  and  delivered  by Customer to Exodus,  as
amended in writing from time to time by Customer.

       (c) "Customer  Registration  Form" means the list that contains the names
and contact  information (e.g. pager,  email and telephone  numbers) of Customer
and the individuals  authorized by Customer to enter the Internet Data Center(s)
and  Customer  Area,  as  delivered by Customer to Exodus and amended in writing
from time to time by Customer.

       (d)  "Customer  Technology"  means  Customer's  proprietary   technology,
including  Customer's  Internet  operations  design,  content,  software  tools,
hardware  designs,  algorithms,  software  (in source and  object  forms),  user
interface  designs,  architecture,  class libraries,  objects and  documentation
(both  printed  and  electronic),   know-how,  trade  secrets  and  any  related
intellectual  property rights throughout the world (whether owned by Customer or
licensed to Customer  from a third party) and also  including  any  derivatives,
improvements,  enhancements  or  extensions  of Customer  Technology  conceived,
reduced to practice, or developed during the term of this Agreement by Customer.

       (e) "Exodus Supplied Equipment" means the computer hardware, software and
other tangible  equipment and intangible  computer code contained  therein to be
provided by Exodus for use by Customer as set forth on the Order Form(s).

       (f) "Exodus Technology" means Exodus' proprietary  technology,  including
Exodus Services,  software tools,  hardware  designs,  algorithms,  software (in
source and object forms), user interface designs, architecture, class libraries,
objects and  documentation  (both  printed  and  electronic),  network  designs,
know-how,  trade secrets and any related intellectual property rights throughout
the world (whether owned by Exodus or licensed to Exodus from a third party) and
also  including any  derivatives,  improvements,  enhancements  or extensions of
Exodus Technology  conceived,  reduced to practice, or developed during the term
of this  Agreement by either party that are not uniquely  applicable to Customer
or that have general applicability in the art.

       (g)  "Initial  Term" means the minimum term for which Exodus will provide
the  Service(s)  to  Customer,  as  indicated  on the Order  Form(s).  Except as
otherwise  expressly provided in this Agreement,  Exodus is obligated to provide
and Customer is  obligated to pay for each Service  through its Initial Term and
any Renewal Term.

       (h) "Internet Data Center(s)" means any of the facilities used by Exodus
           provide the Service(s).

       (i)  "Professional  Services"  means  any  non-standard  professional  or
consulting  service  provided by Exodus to Customer as more fully described in a
Statement of Work.

       (j) "Renewal  Term" means any service term following the Initial Term, as
specified in Section 2.2.

       (k) "Representatives"  mean the individuals  identified in writing on the
Customer Registration Form and authorized by Customer to enter the Internet Data
Center(s) and the Customer Area.

       (l)  "Rules  and   Regulations"   means  the  Exodus  general  rules  and
regulations governing Customer's use of Services, including, but not limited to,
online conduct,  and the obligations of Customer and its  Representatives in the
Internet Data Centers.

       (m) "Service(s)" means the specific service(s) provided by Exodus as
           described on the Order Form(s).

       (n)  "Service  Commencement  Date"  means  the  date  Exodus  will  begin
providing  the  Service(s)  to  Customer,  as  indicated  in a Notice of Service
Commencement delivered by Exodus to Customer.

       (o)  "Service Level Warranty" is described and defined in Section 5.2
            below.

       (p)  "Specification  Sheet"  means  the  detailed  description  for  each
Service, other than Professional Services,  ordered by Customer that is attached
to an Order Form(s).

       (q)  "Statement  of  Work"  means  the  detailed  description(s)  of  the
Professional Services attached to (an) Order Form(s).

       (r) "Work" means any tangible  deliverable provided by Exodus to Customer
as described in the Statement of Work for any Professional Service.


2.  DELIVERY OF SERVICES; TERMS; FEES.

   2.1  Delivery of Services.

       (a) General. By submitting an Order Form, Customer agrees to take and pay
for, and, by accepting the Order Form, Exodus agrees to provide,  the Service(s)
during the Initial  Term and for any Renewal  Term,  as  specified  in paragraph
2.2(b) below.

       (b) Delivery of Supplemental  Services.  The purpose of this provision is
to enable Exodus to provide Customer with certain limited services and equipment
needed by Customer on a "one-off" or emergency basis  ("Supplemental  Services")
where  such  services  are not  included  within  the scope of the  Services  as
described in the  Specification  Sheets and/or  Statement of Work.  Supplemental
Service  may  include,  as an  example,  a request  from  Customer to Exodus via
telephone  that Exodus  immediately  replace a problem  Customer  server with an
Exodus server for a temporary  period of time.  Exodus shall notify  Customer of
the  fees  for any  Supplemental  Services  requested  by  Customer  and  obtain
Customer's  approval  prior to  providing  such  services.  In the event  Exodus
reasonably  determines that  Supplemental  Services are required on an emergency
basis, Exodus may provide such services with the consent of Customer, thereafter
provide  notice of the services to Customer and bill  Customer a reasonable  fee
(to be mutually  agreed upon) for such services.  Customer  agrees to pay Exodus
the  mutually  agreed  upon fees  charged by Exodus for  Supplemental  Services.
Customer  will be charged for  Supplemental  Services in the invoice  issued the
month  following  delivery  of  the  services.   Exodus  will  use  commercially
reasonable efforts to provide Supplemental Services, provided that Exodus has no
obligation  to  determine  the need for or provide  Supplemental  Services.  All
Supplemental Services provided pursuant to this paragraph 2.1(b) are provided in
accordance with Section 5.3 of this Agreement..

   2.2 Term.

       (a) Term  Commencement.  The term for each Service  will  commence on the
Service  Commencement  Date  indicated  in the  Notice of  Service  Commencement
delivered by Exodus to Customer  when Exodus  begins  providing  each Service to
Customer.

       (b)  Renewal  Term(s).  Each  Service  will  continue  automatically  for
additional  terms equal to the Initial Term  ("Renewal  Term")  unless  Customer
notifies  Exodus in  writing at least  thirty  (30) days prior to the end of the
Initial Term or a Renewal Term, as applicable,  that it has elected to terminate
such  Service(s),  in which case such Service shall terminate at the end of such
term. The termination of any Service will not affect  Customer's  obligations to
pay for other  Service(s)  unless such  Service(s)  coincide with the terminated
Service(s).  Notwithstanding  the  foregoing,  Exodus may change or increase the
prices it charges  Customer for any Service at any time after the Initial  Term,
provided  however,  Exodus shall not change or increase  price(s) more than once
during any Renewal  Term and the price  increase or change  shall not exceed ten
percent (10%). This paragraph 2.2(b) does not apply to Exodus Supplied Equipment
which is only provided for the Initial Term.

3.       FEES AND PAYMENT TERMS.

   3.1 Fees and Expenses. Customer will pay all fees due according to the prices
and terms listed in the Order  Form(s).  The prices  listed in the Order Form(s)
will remain in effect during the Initial Term indicated in the Order Form(s) and
will  continue  thereafter,  unless  modified in  accordance  with  Section 2.2.
Customer,  with its prior approval,  also agrees to reimburse  Exodus for actual
out-of-pocket reasonable expenses incurred in providing Professional Services to
Customer.

   3.2  Payment  Terms.  On the  Service  Commencement  Date for  each  Service,
Customer will be billed the amount of all non-recurring charges indicated in the
Order Form and the  monthly  recurring  charges for the first month of the term.
Monthly  recurring charges for all other months will be billed in advance of the
provision of  Services.  All other  charges for  Services  received and expenses
incurred for Professional  Services during a month (e.g.,  bandwidth usage fees,
travel  expenses)  will be billed at the end of the month in which the  Services
were provided. Payment for all fees is due net 30 days following receipt of each
Exodus invoice  unless the invoice is disputed in good faith.  All payments will
be made in the United States in U.S. dollars.

   3.3 Late Payments.  Any payment not received  within  forty-five (45) days of
the invoice date 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 Customer is habitually  delinquent in its payments,  Exodus may, upon
five (5) business days written  notice to Customer,  modify the payment terms to
require full payment  before the  provision of all Services and Exodus  Supplied
Equipment or require other assurances to secure Customer's  payment  obligations
hereunder.

   3.4 Taxes. All fees charged by Exodus for Services are exclusive of all taxes
and  similar  fees  now in  force  or  enacted  in  the  future  imposed  on the
transaction  and/or the  delivery of  Services,  all of which  Customer  will be
responsible  for and will pay in full,  except for taxes  based on  Exodus'  net
income.

4. CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS.

   4.1 Confidential Information.

         (a) Nondisclosure of 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,   and  other  information  held  in  confidence  by  the  other  party
("Confidential   Information").   Confidential   Information  will  include  all
information  in  tangible or  intangible  form that is marked or  designated  as
confidential  or that,  under the  circumstances  of its  disclosure,  should be
considered confidential.  Confidential Information will also include, but not be
limited to, Exodus Technology, Customer Technology, and the terms and conditions
of this  Agreement.  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,
or required to achieve the  purposes  of, 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  for  the  performance  of  this
Agreement,  and  provided  that  such  persons  agree to  comply  with the terms
hereof),  any of the  other  party's  Confidential  Information  and  will  take
reasonable  precautions to protect the  confidentiality of such information,  at
least as stringent as it takes to protect its own Confidential Information.

         (b) 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 one 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. The receiving party may disclose  Confidential  Information
pursuant to the  requirements  of a governmental  agency or by operation of law,
provided that it gives the  disclosing  party  reasonable  prior written  notice
sufficient to permit the disclosing party to contest such disclosure.

   4.2 Intellectual Property.

     (a)  Ownership.  Except for the  rights  expressly  granted  herein and the
assignment  expressly made in paragraph 4.4(a), this Agreement does not transfer
from Exodus to Customer any Exodus Technology, and all right, title and interest
in and to Exodus  Technology  will  remain  solely with  Exodus.  Except for the
rights expressly granted herein,  this Agreement does not transfer from Customer
to Exodus any Customer  Technology,  and all right, title and interest in and to
Customer  Technology will remain solely with Customer.  Exodus and Customer each
agrees that it will not, directly or indirectly,  reverse  engineer,  decompile,
disassemble  or otherwise  attempt to derive  source code or other trade secrets
from the other party.

     (b) General Skills and Knowledge.  Notwithstanding anything to the contrary
in this  Agreement,  Exodus  will not be  prohibited  or enjoined at any time by
Customer  from  utilizing any skills or knowledge of a general  nature  acquired
during the course of providing the  Services,  including,  information  publicly
known or  available  or that  could  reasonably  be  acquired  in  similar  work
performed for another customer of Exodus.

     4.3 License Grants.

     (a)  By  Exodus.   Exodus  hereby   grants  to  Customer  a   nonexclusive,
royalty-free  license,  during  the term of this  Agreement,  to use the  Exodus
Technology  solely for purposes of using the Service(s).  Customer shall have no
right  to use the  Exodus  Technology  for any  purpose  other  than  using  the
Service(s).

     (b) By Customer.  Customer  agrees that if, in the course of performing the
Service(s),  it is necessary  for Exodus to access  Customer  Equipment  and use
Customer  Technology,  Exodus is hereby  granted and shall have a  nonexclusive,
royalty-free  license,  during the term of this  Agreement,  to use the Customer
Technology  solely for the purposes of  delivering  the  Service(s) to Customer.
Exodus shall have no right to use the Customer  Technology for any purpose other
than providing the Service(s).

   4.4   Professional Services; Assignments and License.

     (a)  Assignment  of Work.  Effective at the time Exodus  receives  full and
final  payment for the  Professional  Service,  Exodus  assigns to Customer  all
right,  title and interest,  including all intellectual  property rights, in the
Work,  provided,  however,  that such  assignment  does not  include  the Exodus
Technology.

     (b) License  Grant.  Commencing at the time Exodus  receives full and final
payment   for  the  Work,   Exodus   grants   to   Customer   a   non-exclusive,
non-transferable,  royalty free,  perpetual license to use the Exodus Technology
incorporated  into the Work solely in  connection  with the use of the Work as a
whole.  To the extent that Customer or its employees or contractors  participate
in the creation or  development  of Exodus  Technology,  Customer,  on behalf of
itself and its employees and  contractors,  hereby  assigns to Exodus all right,
title and interest,  including all  intellectual  property rights in, the Exodus
Technology.

5.   EXODUS REPRESENTATIONS AND WARRANTIES.

   5.1  General.

         (a) Authority and Performance of Exodus. Exodus represents and warrants
that (i) it has the legal  right to enter into this  Agreement  and  perform its
obligations hereunder,  and (ii) the performance of its obligations and delivery
of the  Services  to  Customer  will not violate  any  applicable  U.S.  laws or
regulations,  including OSHA  requirements,  or cause a breach of any agreements
with any third parties.  In the event of a breach of the warranties set forth in
this paragraph 5.1(a), Customer's sole remedy is termination pursuant to Section
10 of the Agreement.

         (b) Year 2000 Performance Compliance.  Exodus warrants that none of the
computer  hardware  and  software  systems and  equipment  incorporated  into or
utilized in the delivery of the Services contains any date dependent routines or
logic which will fail to operate correctly after December 31, 1999, by reason of
such date dependence;  provided,  however, that no representation or warranty is
made as to the adequacy of any Customer or third party service provider hardware
or software used in connection with the Services.  In the event of any breach of
the  warranties  under  this  paragraph   5.1(b),   Customer's  sole  remedy  is
termination pursuant to Section 10 of the Agreement.

   5.2.  Service Level Warranty.  In the event that Customer  experiences any of
the  service  performance  issues  defined  in this  Section  5.2 as a result of
Exodus'  failure to provide  bandwidth or facility  services,  Exodus will, upon
Customer's request in accordance with paragraph 5.2(d) below,  credit Customer's
account as described  below (the "Service  Level  Warranty").  The Service Level
Warranty  shall not apply to any  services  other than  bandwidth  and  facility
services,  and,  shall not apply to  performance  issues  (i)  caused by factors
outside of Exodus'  reasonable  control;  (ii) that resulted from any actions or
inactions  of  Customer  or any  third  parties;  or (iii)  that  resulted  from
Customer's  equipment  and/or  third  party  equipment  (supplied  or  rented by
Customer not within the sole control of Exodus at such time).

         (a) Service Warranty  Definitions.  For purposes of this Agreement,
             the following  definitions shall apply only to
             the Services (not including Professional Services).

                  (i) "Downtime"  shall mean sustained  packet loss in excess of
fifty percent  (50%) within  Exodus' U.S.  network for fifteen (15)  consecutive
minutes  due to the  failure of Exodus to provide  Service(s)  for such  period.
Downtime  shall not  include any packet  loss or network  unavailability  during
Exodus'  scheduled  maintenance  of  the  Internet  Data  Centers,  network  and
Service(s), as described in the Rules and Regulations.

                  (ii)  "Excess  Latency"  shall  mean  transmission  latency in
excess of one hundred twenty (120)  milliseconds round trip time between any two
points within Exodus' U.S. network.

                  (iii)  "Excess  Packet  Loss" shall mean packet loss in excess
                          of one percent  (1%)  between any two points
                          within Exodus' U.S. network.

                  (iv)  "Performance Problem" shall mean Excess Packet Loss
                         and/or Excess Latency.

                  (v) "Service  Credit" shall mean an amount equal to the
                       pro-rata  monthly  recurring  connectivity  charges
                       (i.e., all monthly recurring bandwidth-related charges)
                       for one (1) day of Service.

         (b)  Downtime  Periods.  In the event  Customer  experiences  Downtime,
Customer  shall be  eligible to receive  from  Exodus a Service  Credit for each
Downtime period. Examples: If Customer experiences one Downtime period, it shall
be eligible to receive one Service Credit. If Customer  experiences two Downtime
periods,  either from a single event or multiple events, it shall be eligible to
receive two Service Credits.

         (c)  Performance  Problem;  Packet Loss and Latency.  In the event that
Exodus  discovers or is notified by Customer  that  Customer is  experiencing  a
Performance  Problem,  Exodus will take all actions  necessary to determine  the
source of the Performance Problem.

              (i) Time to Discover Source of Performance  Problem;  Notification
of Customer.  Exodus shall,  within  thirty (30) minutes of becoming  aware of a
Performance Problem,  notify Customer's authorized  representative (as contained
in the  Customer  Registration  Form  or Run  Book)  by a phone  call  or  email
indicating  that a Performance  Problem has occurred and giving a description of
such problem in reasonable  detail to permit Customer to assess potential impact
to their operations.  Within two (2) hours of discovering or receiving notice of
the  Performance  Problem,  Exodus  will  determine  whether  the  source of the
Performance  Problem  is  limited  to the  Customer  Equipment  and  the  Exodus
equipment  connecting  the  Customer  Equipment  to the  Exodus  LAN.  If Exodus
determines that the Customer  Equipment and Exodus connection are not the source
of the Performance Problem,  Exodus will determine the source of the Performance
Problem  within an  additional  two (2) hour period.  In any event,  Exodus will
notify  Customer  of the source of the  Performance  Problem  within  sixty (60)
minutes of identifying the source.

              (ii)  Remedy  of Packet  Loss and  Latency.  If the  source of the
Performance Problem is within the sole control of Exodus, Exodus will remedy the
Performance  Problem  within  two (2)  hours of  determining  the  source of the
Performance  Problem.  If the  source of and remedy to the  Performance  Problem
reside outside of the Exodus LAN or WAN, Exodus will use commercially reasonable
efforts to notify the party(ies)  responsible  for the source of the Performance
Problem  and  cooperate  with it  (them)  to  resolve  such  problem  as soon as
possible.

              (iii) Failure to Determine Source and/or Remedy. In the event that
Exodus (A) is unable to determine the source of the  Performance  Problem within
the time  periods  described in  subsection  (i) above  and/or;  (B) is the sole
source of the  Performance  Problem  and is unable  to remedy  such  Performance
Problem within the time period  described in subsection (ii) above,  Exodus will
deliver a Service  Credit to Customer  for each two (2) hour period in excess of
the time periods for identification and resolution described above.

     (d) Customer Must Request  Service  Credit.  In order to receive any of the
Service  Credits  described  in this Section 5.2,  Customer  must notify  Exodus
within  twenty (20) business  days from the time  Customer  becomes  eligible to
receive a Service Credit.  Failure to comply with this  requirement will forfeit
Customer's right to receive a Service Credit.

          (e) Remedies  Shall Not Be Cumulative;  Maximum  Service  Credit.  The
aggregate  maximum number of Service  Credits to be issued by Exodus to Customer
for any and all Downtime periods and Performance Problems that occur in a single
calendar month shall not exceed ten (10) Service Credits. A Service Credit shall
be  issued  in the  Exodus  invoice  in the  month  following  the  Downtime  or
Performance Problem,  unless the Service Credit is due in Customer's final month
of Service.  In such case, a refund for the dollar  value of the Service  Credit
will be mailed  to  Customer.  Customer  shall  also be  eligible  to  receive a
pro-rata  refund for (i)  Downtime  periods and  Performance  Problems for which
Customer does not receive a Service Credit and (ii) any Services Exodus does not
deliver to Customer for which Customer has paid.

         (f)  Termination  Option for Chronic  Problems.  Customer may terminate
this Agreement for cause and without penalty by notifying Exodus within five (5)
days  following the end of a calendar month in the event either of the following
occurs:  (i) Customer  experiences more than ten (10) Downtime periods resulting
from three (3) or more nonconsecutive Downtime events during the calendar month;
or (ii) Customer  experiences more than eight (8) consecutive  hours of Downtime
due to any single event. Such termination will be effective not less than thirty
(30) days  after  receipt  of such  notice by Exodus or for a greater  period as
agreed to by the parties.

         (g) THE SERVICE LEVEL WARRANTY SET FORTH IN THIS SECTION 5.2 SHALL ONLY
APPLY TO THE BANDWIDTH AND  FACILITIES  SERVICE(S)  PROVIDED BY EXODUS AND, DOES
NOT APPLY TO (I) ANY PROFESSIONAL SERVICES;  (II) ANY SUPPLEMENTAL SERVICES; AND
(III) ANY  SERVICE(S)  THAT  EXPRESSLY  EXCLUDE THIS SERVICE LEVEL  WARRANTY (AS
STATED IN THE SPECIFICATION  SHEETS FOR SUCH SERVICES).  THIS SECTION 5.2 STATES
CUSTOMER'S  SOLE AND  EXCLUSIVE  REMEDY  FOR ANY  FAILURE  BY EXODUS TO  PROVIDE
SERVICE(S).


         5.3  Service Performance Warranty.

           (a) Exodus  warrants  that it will perform the Services in accordance
   with their  Specification  Sheet(s) and in a manner  consistent with industry
   standards reasonably applicable to the performance thereof.

           (b) Exodus will make reasonable commercial efforts to insure that any
   software  provided to the  Customer by Exodus does not contain any  Self-Help
   Code or any  Unauthorized  Code (defined  below).  "Self-Help Code" means any
   back door, "time bomb",  drop dead device, or other software routine designed
   to disable a computer program automatically with the passage of time or under
   the  positive  control  of a person  other than a  licensee  of the  program.
   Self-Help Code does not include software routines in a computer  program,  if
   any, designed to permit the licensor of the computer program (or other person
   acting  by  authority  of the  licensor)  to obtain  access  to a  licensee's
   computer   system(s)  (e.g.,   remote  access  via  modem)  for  purposes  of
   maintenance  or  technical  support.  "Unauthorized  Code" means any viruses,
   Trojan horse,  worm, or any other  software  routines or hardware  components
   designed to permit unauthorized  access to disable,  erase, or otherwise harm
   software, hardware, or data or to perform any other such actions.

           (c)  Exodus  further  states  that it  maintains  a  master  copy its
   software,  believed to free and clear from any Self-Help Code or Unauthorized
   Code.


     5.4 Selection of Exodus Supplied Equipment; Manufacturer Warranty. Customer
   acknowledges that it has selected the Exodus Supplied Equipment and disclaims
   any statements made by Exodus.  Except with respect to any express warranties
   for Service(s) related to Exodus Supplied  Equipment,  Customer  acknowledges
   and agrees that its use and  possession of the Exodus  Supplied  Equipment by
   Customer   shall  be  subject  to  and   controlled   by  the  terms  of  any
   manufacturer's or, if appropriate,  supplier's warranty,  and Customer agrees
   to look solely to the manufacturer or, if appropriate,  supplier with respect
   to all  mechanical,  service and other  claims,  and the right to enforce all
   warranties made by said manufacturer are hereby, to the extent Exodus has the
   right, assigned to Customer solely for the Initial Term.



   5.5 No Other  Warranty.  EXCEPT FOR THE EXPRESS  WARRANTIES SET FORTH IN THIS
SECTION 5, EXODUS DOES NOT MAKE, AND HEREBY DISCLAIMS, 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 SERVICES WILL BE UNINTERRUPTED,  ERROR-FREE, OR
COMPLETELY SECURE.

   5.6  Disclaimer  of  Actions  Caused by and/or  Under  the  Control  of Third
Parties.  EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS'
NETWORK 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  OF SUCH  THIRD  PARTIES  CAN  IMPAIR OR  DISRUPT
CUSTOMER'S  CONNECTIONS TO THE INTERNET (OR PORTIONS  THEREOF).  ALTHOUGH EXODUS
WILL  USE  COMMERCIALLY   REASONABLE  EFFORTS  TO  TAKE  ALL  ACTIONS  IT  DEEMS
APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS,  EXODUS CANNOT  GUARANTEE THAT SUCH
EVENTS  WILL NOT OCCUR.  ACCORDINGLY,  EXODUS  DISCLAIMS  ANY AND ALL  LIABILITY
RESULTING FROM OR RELATED TO SUCH EVENTS.

6.       CUSTOMER OBLIGATIONS.

   6.1 Warranties of Customer.

     (a) General.  Customer  represents  and warrants  that (i) it has the legal
right and  authority,  and will  continue to own or maintain the legal right and
authority,  during  the term of this  Agreement,  to place and use any  Customer
Equipment as  contemplated  under this  Agreement;  (ii) the  performance of its
obligations and use of the Services (by Customer,  its customers and users) will
not violate any applicable  laws,  regulations  or the Rules and  Regulations or
cause a  breach  of any  agreements  with  any  third  parties  or  unreasonably
interfere  with other Exodus  customers' use of Exodus  services,  and (iii) all
equipment,  materials  and other  tangible  items placed by Customer at Internet
Data  Centers  will be used  in  compliance  with  all  applicable  manufacturer
specifications.

     (b)  Breach  of  Warranties.  In  the  event  of any  breach  of any of the
foregoing  warranties,  in addition to any other remedies available at law or in
equity,  Exodus  will have the  right,  in its sole  reasonable  discretion,  to
suspend  immediately  any related  Services if deemed  reasonably  necessary  by
Exodus to  prevent  any harm to Exodus and its  business.  Exodus  will  provide
notice and  opportunity  to cure if  practicable  depending on the nature of the
breach. Once cured, Exodus will promptly restore the Service(s).

   6.2 Compliance  with Law and Rules and  Regulations.  Customer agrees that it
will use the  Service(s)  only for lawful  purposes and in accordance  with this
Agreement.  Customer  will  comply at all  times  with all  applicable  laws and
regulations  and the Rules and  Regulations,  as updated by Exodus  from time to
time. The Rules and Regulations are  incorporated  herein and made a part hereof
by this reference. Exodus may change the Rules and Regulations upon fifteen (15)
days'  written  notice  to  Customer.  Exodus  will also post such new Rules and
Regulations  at the  Exodus  Web site  www.exodus.net.  Upon  receipt of written
notice, Customer shall have thirty (30) days to object in writing to the revised
Rules and Regulations. In the event Customer objects, Customer shall continue to
be governed under the previuosly agreed to Rules and Regulations. If Exodus does
not receive written  objection within such thirty-day  period,  Customr shall be
deemed to have accepted the revised Rules and Regaultions.  Customer agrees that
it has  received,  read and  understands  the  current  version of the Rules and
Regulations.  The Rules and Regulations  contain  restrictions on Customer's and
Customer's users' online conduct  (including  prohibitions  against  unsolicited
commercial  email)  and  contain  financial  penalties  for  violations  of such
restrictions. Customer agrees to comply with such restrictions and, in the event
of a failure  to  comply,  Customer  agrees to pay the  financial  penalties  in
accordance with the Rules and  Regulations.  Customer  acknowledges  that Exodus
exercises  no control  whatsoever  over the content of the  information  passing
through Customer's site(s) and that it is the sole responsibility of Customer to
ensure that the information it and its users transmit and receive  complies with
all applicable laws and regulations and the Rules and Regulations.

   6.3 Access and Security.  Except with the advanced written consent of Exodus,
Customer's  access to the Internet  Data  Centers will be limited  solely to the
Representatives.  Representatives  may only  access  the  Customer  Area and are
prohibited  from  accessing  other areas of the Internet Data  Center(s)  unless
accompanied by an authorized Exodus representative.

   6.4  Restrictions on Use of Services.  Customer shall not,  without the prior
written consent of Exodus (which may be withheld in its sole discretion), resell
the  Services to any third  parties or connect  Customer  Equipment  directly to
anything other than the Exodus network, equipment and facilities.

   6.5 Relocation of Customer Equipment.  In the event that it becomes necessary
to relocate the Customer  Equipment to another Customer Area within its Internet
Data  Center  operated by Exodus,  Customer  will  cooperate  in good faith with
Exodus to facilitate such relocation,  provided that such relocation is based on
reasonable  business  needs of  Exodus  (including  the  needs  of other  Exodus
customers),  the expansion of the space  requirements  of Customer or otherwise.
Exodus shall be solely responsible for any costs and expenses incurred by Exodus
in connection  with any such  relocation  and will use  commercially  reasonable
efforts, in cooperation with Customer, to minimize and avoid any interruption to
the Services.  Exodus shall be responsible  for damage to customer  equipment as
contained  in Section  8.2.  and any  downtime  experienced  will be credited in
accordance  with Section  5.2.  Exodus  shall not  relocate  Customer  Equipment
without  the  prior  written  consent  of  the  Customer,  which  shall  not  be
unreasonably withheld.

   6.6 Exodus Supplied Equipment.

       (a)  Delivery  and Term.  On or prior to the Service  Commencement  Date,
Exodus shall deliver to Customer,  at the  designated  Customer Area, the Exodus
Supplied  Equipment.  Customer  shall have the right to use the Exodus  Supplied
Equipment  for the Initial  Term set forth in the Order Form and any  additional
period  agreed to in  writing by  Exodus.  Customer  shall not remove any Exodus
Supplied  Equipment from the Customer  Area(s) without the prior written consent
of Exodus.

       (b) Title. The Exodus Supplied Equipment shall always remain the personal
property of Exodus. Customer shall have no right or interest in or to the Exodus
Supplied Equipment except as provided in this Agreement and the applicable Order
Form and shall hold the Exodus Supplied Equipment subject and subordinate to the
rights of Exodus.  Customer  agrees to execute UCC  financing  statements as and
when requested by Exodus and hereby appoints Exodus as its  attorney-in-fact  to
execute such financing  statements on behalf of Customer.  Customer will, at its
own expense, keep the Exodus Supplied Equipment free and clear from any liens or
encumbrances  of any kind (except any caused by Exodus) and will  indemnify  and
hold Exodus  harmless from and against any loss or expense  caused by Customer's
failure to do so.  Customer  shall give Exodus  immediate  written notice of any
attachment  or judicial  process  affecting  the Exodus  Supplied  Equipment  or
Exodus' ownership.  Customer will not remove, alter or destroy any labels on the
Exodus  Supplied  Equipment  stating that it is the property of Exodus and shall
allow the inspection of the Exodus Supplied Equipment at any time, provided such
inspection does not interrupt any Services  delivered or provided to Customer by
Exodus under this Agreement.

       (c) Use, Maintenance and Repair.  Customer will, at its own expense, keep
the Exodus Supplied  Equipment in good repair,  appearance and condition,  other
than normal wear and tear,  and, if not included in the Services,  shall obtain,
pay for and keep in effect  through the  Initial  Term a hardware  and  software
maintenance agreement with the manufacturer or other party acceptable to Exodus.
All parts  furnished in  connection  with such repair and  maintenance  shall be
manufacturer  authorized parts and shall  immediately  become  components of the
Exodus  Supplied  Equipment and the property of Exodus.  Customer  shall use the
Exodus Supplied  Equipment in compliance with the  manufacturer's  or supplier's
suggested guidelines.

         (d)  Upgrades  and  Additions.   Customer  may  affix  or  install  any
accessory,  addition,  upgrade,  equipment  or device on to the Exodus  Supplied
Equipment  (other  than  electronic  data)  ("Additions")   provided  that  such
Additions  (i) can be  removed  without  causing  material  damage to the Exodus
Supplied  Equipment;  (ii)  do not  reduce  the  value  of the  Exodus  Supplied
Equipment  and (iii) are obtained  from or approved in writing by Exodus and are
not subject to the  interest of any third  party  other than  Exodus.  Any other
Additions may not be installed without Exodus' prior written consent. At the end
of the Initial Term of this Agreement, Customer shall remove any Additions which
(i) were not provided by Exodus and (ii) are readily  removable  without causing
material  damage or  impairment of the intended  function,  use, or value of the
Exodus  Supplied  Equipment,  and restore the Exodus  Supplied  Equipment to its
original configuration.  Any Additions,  which are not so removable, will become
the property of Exodus (lien free).

7.       INSURANCE.

   7.1 Exodus  Minimum  Levels.  Exodus  agrees to keep in full force and effect
during the term of this Agreement: (i) comprehensive general liability insurance
in an amount  not less than $2 million  per  occurrence  for  bodily  injury and
property damage and (ii) workers'  compensation  insurance in an amount not less
than that required by applicable  law.  Exodus agrees that it will ensure and be
solely responsible for ensuring that its contractors and subcontractors maintain
insurance  coverage at levels no less than those  required by applicable law and
customary in Exodus' and its agents' industries.

   7.2 Customer  Minimum  Levels.  In order to provide  customers  with physical
access to facilities  operated by Exodus and equipment  owned by third  parties,
Exodus is required by its insurers to ensure that each Exodus customer maintains
adequate  insurance  coverage.  Customer agrees to keep in full force and effect
during the term of this Agreement: (i) comprehensive general liability insurance
in an amount  not less than $2 million  per  occurrence  for  bodily  injury and
property  damage and (ii) workers  compensation  insurance in an amount not less
than that required by applicable law. Customer agrees that it will ensure and be
solely  responsible  for ensuring  that its agents  (including  contractors  and
subcontractors)  maintain  insurance  coverage  at  levels  no less  than  those
required  by  applicable  law  and  customary  in  Customer's  and  its  agents'
industries.

   7.3 Certificates of Insurance;  Naming Exodus as an Additional Insured. Prior
to  installation of any Customer  Equipment in the Customer Area,  Customer will
(i) deliver to Exodus  certificates  of  insurance  which  evidence  the minimum
levels of insurance set forth above; and (ii) cause its insurance provider(s) to
name  Exodus as an  additional  insured  and  notify  Exodus in  writing  of the
effective date thereof.

8.  LIMITATIONS OF LIABILITY.

   8.1 Personal  Injury.  EACH  REPRESENTATIVE  AND ANY OTHER PERSON VISITING AN
INTERNET  DATA  CENTER  DOES SO AT ITS OWN RISK.  EXODUS  ASSUMES  NO  LIABILITY
WHATSOEVER FOR ANY HARM TO SUCH PERSONS  RESULTING FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF EXODUS.

   8.2 Damage to Customer Equipment.  EXODUS ASSUMES NO LIABILITY FOR ANY DAMAGE
TO, OR LOSS OF, ANY CUSTOMER  EQUIPMENT  RESULTING FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL  MISCONDUCT OF EXODUS.  TO THE EXTENT EXODUS IS LIABLE FOR
ANY DAMAGE TO, OR LOSS OF,  CUSTOMER  EQUIPMENT FOR ANY REASON,  SUCH  LIABILITY
WILL BE LIMITED  SOLELY TO THE  THEN-CURRENT  REPLACEMENT  VALUE OF THE CUSTOMER
EQUIPMENT, EXCLUDING LOST DATA, SOFTWARE AND FIRMWARE.

   8.3.  CONSEQUENTIAL  DAMAGES  WAIVER.  EXCEPT  FOR A BREACH  OF  SECTION  4.1
("CONFIDENTIAL   INFORMATION")  AND  SECTION  9.1  ("INDEMNIFICATION")  OF  THIS
AGREEMENT,  IN NO EVENT WILL EITHER PARTY BE LIABLE OR  RESPONSIBLE TO THE OTHER
FOR  ANY  TYPE OF  INCIDENTAL,  PUNITIVE,  INDIRECT  OR  CONSEQUENTIAL  DAMAGES,
INCLUDING,  BUT NOT LIMITED TO, LOST REVENUE,  LOST PROFITS,  REPLACEMENT GOODS,
LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF
USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER ARISING UNDER THEORY OF CONTRACT,  TORT (INCLUDING  NEGLIGENCE),  STRICT
LIABILITY OR OTHERWISE.

   8.4.  Basis  of the  Bargain;  Failure  of  Essential  Purpose.  The  parties
acknowledge  that Exodus has set its prices and entered  into this  Agreement in
reliance upon the limitations of liability and the disclaimers of 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
and apply even if found to have failed of their essential purpose.

9. INDEMNIFICATION.

   9.1.  Indemnification.  Each party will indemnify,  defend and hold the other
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  by any  third  party  against  the  other or its  affiliates
alleging (i) the infringement or misappropriation  of any intellectual  property
right relating to the delivery or use of the Service(s) by intellectual property
of the indemnifying party (but excluding any infringement  contributorily caused
by the other party);  (ii) personal  injury caused by the  negligence or willful
misconduct  of the other party;  and (iii) any violation of or failure to comply
with the Rules and Regulations. Customer will indemnify, defend and hold Exodus,
its  affiliates  and  customers  harmless  from and  against  any and all Losses
resulting  from  or  arising  out of any  Action  brought  against  Exodus,  its
affiliates or customers alleging any damage or destruction to the Customer Area,
the Internet Data Centers,  Exodus equipment or other customer  equipment caused
by Customer, its Representative(s) or designees.

   9.2 Notice.  Each  party's  indemnification  obligations  hereunder  shall be
subject to (i) receiving  prompt  written notice of the existence of any Action;
(ii) being able to, at its option,  control the  defense of such  Action;  (iii)
permitting  the  indemnified  party to participate in the defense of any Action;
and (iv) receiving  full  cooperation  of the  indemnified  party in the defense
thereof.

10.  TERMINATION.

   10.1.  Termination  For Cause.  Either party may terminate this Agreement if:
(i) the other party  breaches any material  term 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) business days after receipt of written  notice from Exodus
unless  invoice is  disputed in good  faith;  (ii) the other  party  becomes the
subject of a  voluntary  petition  in  bankruptcy  or any  voluntary  proceeding
relating  to  insolvency,  receivership,  liquidation,  or  composition  for the
benefit  of  creditors;  or (iii) 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 or  proceeding  is not dismissed  within sixty (60)
days of filing.  Customer may also terminate  this Agreement in accordance  with
the  terms  set forth in  paragraph  5.2(f)  ("Termination  Option  For  Chronic
Problems") of this Agreement.

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

   10.3.  Effect of Termination.  Upon the effective date of termination of this
          Agreement:

     (a) Exodus will immediately cease providing the Service(s);

     (b) any and all payment  obligations  of Customer  under this Agreement for
Service(s) provided through the date of termination will immediately become due;
unless invoice is disputed in good faith.

     (c) within thirty (30) days of such termination, each party will return all
Confidential  Information of the other party in its possession and will not make
or retain any copies of such  Confidential  Information  except as  required  to
comply with any applicable legal or accounting record keeping requirement; and

     (d) within twenty (20) days of such  termination  Customer shall (i) remove
from the  Internet  Data Centers all Customer  Equipment  (excluding  any Exodus
Supplied  Equipment)  and any other  Customer  property;  (ii)  deliver  or make
available  all Exodus  Supplied  Equipment to an  authorized  representative  of
Exodus, and (iii) return the Customer Area to Exodus in the same condition as it
was on the Service Commencement Date for the Customer Area, normal wear and tear
excepted.  If  Customer  does not remove the  Customer  Equipment  and its other
property  within such five-day  period,  Exodus will have the option to (i) move
any and all such 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.

   10.4. Customer Equipment as Security. In the event that Customer fails to pay
Exodus  all  undisputed  amounts  owed  Exodus  under this  Agreement  when due,
Customer  agrees that,  upon delivery of written notice to Customer,  Exodus may
(i) restrict  Customer's  physical  access to the Customer  Area and  Equipment;
and/or  (ii)  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.

   10.5  Termination  Schedule.  In the event of a termination of this Agreement
pursuant to the terms  herein,  Exodus and the Customer  shall work  together to
mutually arrive at a date by which Customer shall no longer receive the Services
and further,  shall remove its  equipment  from the Exodus IDC. The term of this
Termination  period  shall not  exceed  six (6)  months  without  prior  written
approval of the parties. During this period Exodus shall continue to provide the
Services and Customer shall continue to pay for such Services in accordance with
Section 3.0 of this Agreement.

In  addition,  Customer  may  require  additional  support  by  Exodus to assist
Customer's  in its  successful  transition  from the Exodus  IDC.  Exodus  shall
provide such  reasonable  additional  support to Customer and Customer shall pay
Exodus for such  additonal  resources at the perrsonnel  rates Exodus  generally
charges the Customer. Any such additional support shall be deemed to be Services
as defined in this Agreement.

   10.6.  Survival.  The following  provisions  will survive any expiration or
          termination  of the Agreement:  Sections 3.3,3.4, 4.1, 4.2, 4.4, 5.5,
          6.6(d), 8, 9, 10 and 11 (excluding 11.2 and 11.3).

11.  MISCELLANEOUS PROVISIONS.

   11.1 Force Majeure.  Neither party will be liable for any failure or delay in
its  performance  under this  Agreement  due to any cause beyond its  reasonable
control,  including acts of war, acts of God, earthquake,  flood, embargo, riot,
sabotage, labor shortage or dispute, governmental act or failure of the Internet
(not  resulting  from the actions or  inactions  of Exodus),  provided  that the
delayed  party:  (a) gives the other party prompt notice of such cause,  and (b)
uses its reasonable commercial efforts to promptly correct such failure or delay
in performance. If Exodus is unable to provide Service(s) for a period of thirty
(30) consecutive days as a result of a continuing force majeure event,  Customer
may cancel the Service(s) and terminate the Agreement.

   11.2 No Lease;  Agreement  Subordinate  to Master Lease.  This Agreement is a
services agreement and is not intended to and will not constitute a lease of any
real  property.  Customer  acknowledges  and agrees that (i) it has been granted
only a license to occupy the Customer Area 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 Area or
Internet  Data  Centers;  (iii)  Customer has no rights as a tenant or otherwise
under any real property or  landlord/tenant  laws,  regulations,  or ordinances;
(iv) this  Agreement,  to the  extent  it  involves  the use of space  leased by
Exodus,  shall be subordinate  to any lease between Exodus and its  landlord(s);
and (v) the  expiration or  termination  of any such lease shall  terminate this
Agreement as to such property subject to Customer retaining any rights or claims
it may have against  Exodus  arising from the  expiration or termination of such
lease.  Customer hereby waives and releases any claims or rights to make a claim
that it may have against the landlord(s)  under any lease by Exodus with respect
to any  equipment or property of Customers'  located in the premises  demised to
Exodus by such landlord(s).

   11.3 Marketing. Customer agrees that during the term of this Agreement Exodus
may publicly refer to Customer,  orally and in writing, as a Customer of Exodus.
Any other  reference  to Customer  by Exodus  requires  the  written  consent of
Customer.

   11.4 Government 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. Government and any country or organization of nations within
whose jurisdiction Customer operates or does business.

   11.5.  Non-Solicitation.  During the Term of this  Agreement  and  continuing
through the first anniversary of the termination of this Agreement, Customer and
Exodus  agree that they will not,  and will ensure that its  affiliates  do not,
directly or indirectly, solicit or attempt to solicit for employment any persons
employed by the other party or contracted by the other party.

   11.6. No Third Party Beneficiaries. Exodus and Customer agree that, except as
otherwise  expressly  provided in this Agreement,  there shall be no third party
beneficiaries  to this  Agreement,  including  but not limited to the  insurance
providers for either party or the customers of Customer.

   11.7.  Governing Law;  Dispute  Resolution.  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. The parties will
endeavor to settle amicably by mutual discussions any disputes,  differences, or
claims whatsoever related to this Agreement.  Failing such amicable  settlement,
any controversy,  claim, or dispute arising under or relating to this Agreement,
including the existence, validity, interpretation,  performance,  termination or
breach  thereof,  shall finally be settled by arbitration in accordance with the
Arbitration  Rules (and if  Customer  is a non-U.S.  entity,  the  International
Arbitration Rules) of the American Arbitration  Association ("AAA").  There will
be three (3) arbitrators (the "Arbitration  Tribunal"),  the first of which will
be appointed by the claimant in its notice of  arbitration,  the second of which
will be appointed by the respondent  within thirty (30) days of the  appointment
of the first arbitrator and the third of which will be jointly  appointed by the
party-appointed  arbitrators within thirty (30) days thereafter. The language of
the arbitration  shall be English.  The  Arbitration  Tribunal will not have the
authority to award punitive  damages to either party.  Each party shall bear its
own expenses, but the parties will share equally the expenses of the Arbitration
Tribunal and the AAA. This Agreement will be  enforceable,  and any  arbitration
award  will be  final,  and  judgment  thereon  may be  entered  in any court of
competent  jurisdiction.   The  arbitration  will  be  held  in  San  Francisco,
California, USA or Boston Massachusetts.  Notwithstanding the foregoing,  claims
for injunctive relief,  other pre-judgment  remedies,  and claims for Customer's
failure to pay for Services in accordance  with this Agreement may be brought in
a state or federal court in the United States with jurisdiction over the subject
matter and parties.

   11.8.  Severability;  Waiver. 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 or 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.

   11.9. Assignment.  Both Parties may assign this Agreement in whole as part of
a corporate reorganization,  consolidation, merger, or sale of substantially all
of its stock or  assets.  The  Parties  may not  otherwise  assign its rights or
delegate its duties under this Agreement  either in whole or in part without the
prior  written  consent  ofthe  other  Party  (which  may  not  be  unreasonably
withheld),  and any attempted assignment or delegation without such consent will
be void.  Exodus also may delegate the performance of certain  Services to third
parties,  including Exodus' wholly owned subsidiaries,  provided Exodus controls
the delivery of such  Services to Customer and remains  responsible  to Customer
for the delivery of such  Services.  This  Agreement  will bind and inure to the
benefit of each party's successors and permitted assigns.

   11.10 Notice.  Any notice or communication  required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
email,  confirmed  facsimile,  or mailed by registered or certified mail, return
receipt requested, postage prepaid, in each case to the address of the receiving
party as listed on the Order Form or at such other  address as may  hereafter be
furnished  in writing by either  party to the other  party.  Such notice will be
deemed to have been given as of the date it is delivered, mailed, emailed, faxed
or sent, whichever is earlier.

   11.11.   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.

   11.12. Entire Agreement;  Counterparts;  Originals. 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
discussions,  negotiations,  understandings  and  agreements,  written and oral,
regarding such subject matter. Any additional or different terms in any purchase
order or other  response  by  Customer  shall be  deemed  objected  to by Exodus
without need of further notice of objection, and shall be of no effect or in any
way  binding  upon  Exodus.  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.  Once  signed,  any
reproduction  of  this  Agreement  made  by  reliable  means  (e.g.,  photocopy,
facsimile) is considered  an original.  This  Agreement may be changed only by a
written document signed by authorized  representatives of Exodus and Customer in
accordance  with this Section 11.12.  For purposes of this  Agreement,  the term
"written"  means  anything  reduced to a tangible  form by a party,  including a
printed or hand written document, e-mail or other electronic format.

   11.13 Interpretation of Conflicting Terms. In the event of a conflict between
or among  the terms in this  Agreement,  the Order  Form(s),  the  Specification
Sheet(s),  the  Statement(s) of Work, and any other document made a part hereof,
the  documents  shall control in the  following  order:  the Order Form with the
latest date,  the  Statement of Work,  Specification  Sheets,  the Agreement and
other documents.


<PAGE>







Authorized  representatives  of Customer and Exodus 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/  William Wessman_____    Signature:  ____/s/ Mike Rapine_
Print Name:  ___William Wessman____            Print Name: ____ Mike Rapine

Title:       ___Executive Vice President,      Title:      Contract Negotiator_

Date:        ____11/28/00___                   Date:       _____12/4/00_________


This Agreement incorporates the following documents:
o        Order Form(s)
         Specification Sheet(s)
         Statement(s) Of Work (if applicable)
o        Registration Form
o        Addendum A - Equipment Purchase Terms and Conditions (if applicable)


ADDENDUM A

EQUIPMENT PURCHASE TERMS AND CONDITIONS

         1.  SHIPPING AND HANDLING.  ALL EQUIPMENT PURCHASED BY CUSTOMER
(THE "EQUIPMENT") IS PROVIDED FOB VENDOR
FACILITY.  SHIPMENT WILL BE MADE AS SPECIFIED BY CUSTOMER AND CUSTOMER IS SOLELY
RESPONSIBLE FOR ALL EXPENSES IN CONNECTION WITH THE DELIVERY OF THE EQUIPMENT.
THE EQUIPMENT WILL BE DEEMED ACCEPTED BY CUSTOMER UPON SHIPMENT.

         2. PURCHASE PRICE AND TAXES.  Customer shall pay to Exodus the purchase
price set forth in the applicable Order Form ("Purchase Price") for each item of
Equipment.  Customer hereby grants and Exodus reserves a purchase money security
interest  in the  Equipment  and the  proceeds  thereof  as a  security  for its
obligations  hereunder  until payment of the full Purchase Price to Exodus.  The
Purchase  Price is due and  payable  within  thirty (30) days of shipment of the
Equipment.  Customer shall pay all taxes and other governmental charges assessed
in connection  with the sale,  use or  possession  of the  Equipment  including,
without  limitation,  any and all sales and/or use taxes and  personal  property
taxes (other than taxes on Exodus' net income).

         3. TITLE.  Customer  shall  acquire  title to the  Equipment  upon full
payment  of  the  purchase  price(s)  set  forth  herein.   Notwithstanding  the
foregoing, Exodus and any licensor of rights to Exodus shall retain title to and
rights  in the  intellectual  property  (whether  or not  subject  to  patent or
copyright)  and content  contained in the materials  supplied under the terms of
this Agreement.

     4.   SELECTION OF EQUIPMENT;  MANUFACTURER WARRANTY.  Customer acknowledges
          that is has selected the Equipment and disclaims any  statements  made
          by Exodus. Customer acknowledges and agrees that use and possession of
          the  Equipment by Customer  shall be subject to and  controlled by the
          terms of any manufacturer's or, if appropriate,  supplier's  warranty,
          and  Customer  agrees  to  look  solely  to the  manufacturer  or,  if
          appropriate,  supplier  with  respect to all  mechanical,  service and
          other  claims,  and the right to enforce all  warranties  made by said
          manufacturer are hereby, to the extent Exodus has the right,  assigned
          to Customer.  THE FOREGOING  WARRANTY IS THE EXCLUSIVE WARRANTY AND IS
          IN LIEU  OF ANY  ORAL  REPRESENTATION  AND ALL  OTHER  WARRANTIES  AND
          DAMAGES, WHETHER EXPRESSED,  IMPLIED OR STATUTORY. EXODUS HAS NOT MADE
          NOR DOES MAKE ANY OTHER WARRANTIES OF ANY KIND,  EXPRESSED OR IMPLIED,
          INCLUDING WITHOUT  LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR
          PURPOSE, MERCHANTABILITY,  OR OF NONINFRINGEMENT OF THIRD PARTY RIGHTS
          AND AS TO EXODUS AND ITS ASSIGNEES,  CUSTOMER  PURCHASES THE EQUIPMENT
          "AS IS".

     5.    LIMITATION OF  LIABILITY.  Exodus'  entire  liability for any damages
           which may arise hereunder,  for any cause whatsoever,  and regardless
           of the form of action,  whether  in  contract  or in tort,  including
           Exodus'  negligence,  or otherwise,  shall be limited to the Purchase
           Price paid by Customer for the Equipment.  IN NO EVENT WILL EXODUS BE
           LIABLE  FOR  ANY  SPECIAL,  INDIRECT,  INCIDENTAL,  OR  CONSEQUENTIAL
           DAMAGES,  OR  FOR  ANY  LOSS  OF  BUSINESS  OR  PROSPECTIVE  BUSINESS
           OPPORTUNITIES, PROFITS, SAVINGS, INFORMATION, USE OR OTHER COMMERCIAL
           OR ECONOMIC LOSS,  EVEN IF EXODUS HAS BEEN ADVISED OF THE POSSIBILITY
           OF SUCH DAMAGES.

         6. GOVERNING LAW; DISPUTE RESOLUTION.  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. The parties will
endeavor to settle amicably by mutual discussions any disputes,  differences, or
claims whatsoever related to this Agreement.  Failing such amicable  settlement,
any controversy,  claim, or dispute arising under or relating to this Agreement,
including the existence, validity, interpretation,  performance,  termination or
breach thereof, the parties to this Agreement hereby consent to jurisdiction and
venue in the courts of the state of California and in the U.S.  District  Courts
in the City of San Francisco, California.

         7.  MISCELLANEOUS.  THE ABOVE TERMS AND CONDITIONS  ARE THE ONLY TERMS
            AND CONDITIONS  UPON WHICH EXODUS IS WILLING TO SELL THE EQUIPMENT
            AND SUPERSEDE ALL PREVIOUS AGREEMENTS, PROMISES OR REPRESENTATIONS,
            ORAL OR WRITTEN.