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                                                                   EXHIBIT 10.16

                           EXODUS COMMUNICATIONS, INC.

                            MASTER SERVICES AGREEMENT


     THIS MASTER SERVICES AGREEMENT (the "AGREEMENT") between Exodus
Communications, Inc. ("EXODUS") and NEXT BIG STAR, LLC ("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,

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     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 to 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).

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          (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 without the consent of Customer, thereafter provide
     notice of the services to Customer and bill Customer a reasonable fee for
     such services. Customer agrees to pay Exodus the 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 on an "as-is" basis and exclude warranties of
     any kind, whether express or implied.

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     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, 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). Notwithstanding the foregoing,
     Exodus may change or increase the prices it charges Customer for any
     Service at any time after the Initial Term effective thirty (30) days after
     providing notice to Customer. 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 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 an amount equal to 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 upon receipt of each Exodus
invoice. All payments will be made in the United States in U.S. dollars.

     3.3 LATE PAYMENTS. Any payment not received within thirty (30) 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 delinquent in its payments, Exodus may, upon 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.

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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), 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.

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          (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,
     without limitation, 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 Client 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

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     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 (not within the sole control
of Exodus).

          (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 Regulation.

          (ii) "Excess Latency" shall mean transmission latency in excess of one
hundred twenty (120) milliseconds round trip time between any 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:

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     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. 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 reasonably
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) Exodus 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 seven (7) 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 seven (7) 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

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     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 fifteen (15)
     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 thirty (30) days after receipt of such notice
     by Exodus.

          (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 SERVIES; (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. Exodus warrants that it will perform the
Services in a manner consistent with industry standards reasonably applicable to
the performance thereof.

     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, THE SERVICES ARE PROVIDEED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF
THE SERVICES IS AT ITS OWN RISK. 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'

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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 COMMERCIALY 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' notice to Customer, which notice may be provided by posting such new Rules
and Regulations at the Exodus Web site www.exodus.net. 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

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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 or
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.

          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 amendment 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.

<PAGE>
                                      -12-


               (c) USE, MAINTENANCE AND REPAIR. Customer will, at its own
          expenses, 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,
          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
customarily 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 CERTIFICATE 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

<PAGE>
                                      -13-


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") 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
(INCUDING 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) (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

<PAGE>
                                      -14-


with the Rules and Regulations. Customer will indemnify, defend and hold 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) days after receipt of written notice from Exodus; (ii) the
other party becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or
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;

          (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 five (5) 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

<PAGE>
                                      -15-


     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 SURVIVAL. The following provisions will survive any expiration or
     termination of the Agreement: Sections 3, 4.1, 4.2, 4.4, 5.5, 6.6(d), 8, 9,
     10 and 11 (excluding 11.2).

11.  MISCELLANEOUS PROVISIONS.

     11.1 FORCE MAJEURE. Except for the obligation to make payments, 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).

     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
agrees that it will not, and will ensure that its affiliates do not, directly or
indirectly, solicit or attempt to solicit for employment any persons employed by
Exodus or contracted by Exodus to provide Services to Customer.

<PAGE>
                                      -16-


     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. Notwithstanding the foregoing, claims for preliminary
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 negotiate the
rights of the waiving party.

     11.9 ASSIGNMENT. Customer may assign this Agreement in whole as part of a
corporate reorganization, consolidation, merger, or sale of substantially all of
its users. Customer may not otherwise assign its rights or delegate its duties
under this Agreement either in whole or in part without the prior written
consent of Exodus, and any attempted assignment or delegation without such
consent will be void. Exodus may assign this Agreement in whole or part. 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

<PAGE>
                                      -17-


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 ON CONFLICTING TERNS. 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 documents 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>
                                      -18-



     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:                           Signature:
            -----------------------              ----------------------
Print Name:                          Print Name:
            -----------------------              ----------------------
Title:                               Title:
            -----------------------              ----------------------
Date:              1/14/2000         Date:
            -----------------------              ----------------------


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)




<PAGE>


                                   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 it 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 EXPRESS,
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,

<PAGE>
                                      -2-


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.



<PAGE>


<TABLE>
<CAPTION>

ORDER FORM                                                                                                       EXODUS

Customer
--------------------------------------------------------  -------------------------------------------  -------------------------

Next Big Star, LLC

--------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                      <C>                                          <C>
Quote Date:            January 20, 2000                                                                IDC:
Form #:                1-3OYF5                            Revision:           1                        Sales Person:
Valid From:            01/19/2000                         Through:            01/31/2000               Order Status:
                 ------------------------------------------------------------------------------------  --------------------------
                 Requested Service Date:   03/31/2000                                                  Initial Term:   12 Months
---------------  ---------------------------------------  -------------------------------------------  -------------------------



     LINE                       SERVICES                                 DESCRIPTION*                            IDC
---------------  ---------------------------------------  -------------------------------------------  -------------------------
1                EXO-SRBW2                                Exodus Bandwith Reporting                    DC /
                                                                                                       Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
2                EXO-SRBW2                                Exodus Bandwith Reporting                    Santa Clara, CA
---------------  ---------------------------------------  -------------------------------------------  -------------------------
3                EXO-RACK-50                              CyberRack (19" or 23" Half Rack)             DC /
                                                                                                       Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
4                EXO-RACK-50                              CyberRack (19" or 23" Half Rack)             Santa Clara, CA
---------------  ---------------------------------------  -------------------------------------------  -------------------------
5                EXO-RACK-50SU                            CyberRack Setup 50                           DC /
                                                                                                       Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
6                EXO-RACK-50SU                            CyberRack Setup 50                           Santa Clara, CA
---------------  ---------------------------------------  -------------------------------------------  -------------------------
7                EXO-ETHER-U1                             1 Mbps base Ethernet with 10 Mbps            DC /
                                                          burstability                                 Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
8                EXO-ETHER-U1                             1 Mbps base Ethernet with 10 Mbps            Santa Clara, CA
                                                          burstability
---------------  ---------------------------------------  -------------------------------------------  -------------------------
9                EXO-ETHER-SU                             Setup - Ethernet Network                     DC /
                                                                                                       Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
10               EXO-ETHER-SU                             Setup - Ethernet Network                     Santa Clara, CA
---------------  ---------------------------------------  -------------------------------------------  -------------------------
11               EXO-MONW                                 24x7 Network Device Monitoring  (per         DC /
                                                          device)                                      Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
12               EXO-MONW                                 24x7 Network Device Monitoring  (per         Santa Clara, CA
                                                          device)
---------------  ---------------------------------------  -------------------------------------------  -------------------------
17               EXO-MS3DNS1                              3DNS1 Managed Service                        DC /
                                                                                                       Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
18               EXO-MS3DNS1SU                            3DNS1 Managed Service - Set-up               DC /
                                                                                                       Herndon
---------------  ---------------------------------------  -------------------------------------------  -------------------------
                 Total
---------------  ---------------------------------------  -------------------------------------------  -------------------------
Variable Usage above Base
---------------------------------------------------------------------------------------------------------------------------------

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                               Bill to
----------------- -----------  -----------------------  -------------------------  -----------------------  -----------------------
Next Big Star, LLC             Next Big Star, LLC
                               1000 Universal Studios Plaza
                               Orlando, FL  32819
----------------- -----------  ----------------------------------------------------------------------------------------------------
Quote Date:       DC / Herndon                          Payment Terms:               Net 30
Form #:           Michael Shaw                                 Pilar Wienko
Valid From:       Final                                 Order Type:                  New
                 -----------------------------------------------------------------------------------------
                 (minimum 12)
---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
                                                                                                                   EXTENDED
                                      MONTHLY                NON-RECURRING                EXTENDED                   NON-
                                     RECURRING                    COST                    MONTHLY                 RECURRING
     LINE            QTY                COST                                                FEES                     FEES
---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
<S>                   <C>               <C>                        <C>                        <C>                      <C>
1                     1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
2                     1                 $****                      $****                      $****                    $****
---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
3                     1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
4                     1                 $****                      $****                      $****                    $****
---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
5                     1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
6                     1                 $****                      $****                      $****                    $****
---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
7                     1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
8                     1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
9                     1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
10                    1                 $****                      $****                      $****                    $****
---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
11                    1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
12                    1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
17                    1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
18                    1                 $****                      $****                      $****                    $****

---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
                                                                                              $****                    $****
---------------   -----------  -----------------------  -------------------------  -----------------------  -----------------------
Variable Usage above Base
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     Customer's Initials__________
---------------   -----------  -----------------------  ---------------------------------------------------------------------------

</TABLE>


**** Confidential Treatment is being requested for these portions of this
Agreement.


<PAGE>
                                      -2-


<TABLE>
<CAPTION>

ORDER FORM
                                                                                                              EXODUS
<S>                          <C>                              <C>                     <C>            <C>
 --------------------------  -------------------------------  -------------------- ----------- ---------------------
       EXO-ETHER-UV          Variable Usage Cost              DC /                     0              $****
                             above base                       Herndon
                             Amount ($/megabit)
                             Ethernet
 --------------------------  -------------------------------  -------------------- ----------- ---------------------
       EXO-ETHER-UV          Variable Usage Cost              Santa Clara, CA          0              $****
                             above base
                             Amount ($/megabit)
                             Ethernet
 --------------------------  -------------------------------  -------------------- ----------- ---------------------

</TABLE>

**** Confidential Treatment is being requested for these portions of this
Agreement.

<PAGE>



ORDER FORM
                                                                          EXODUS
ORDER FORM TERMS AND CONDITIONS:


(1)  Customer hereby orders and Exodus Communications, Inc. (Exodus) agrees to
     provide the Services described in this Order Form. THE SERVICES ARE
     PROVIDED PURSUANT TO THE TERMS AND CONDITIONS OF THIS ORDER FORM AND THE
     SERVICES AGREEMENT (EITHER MASTER SERVICES AGREEMENT, INTERNET DATA CENTER
     SERVICES AGREEMENT AND/OR PROFESSIONAL SERVICES AGREEMENT) BETWEEN EXODUS
     AND CUSTOMER.

(2)  The Customer representative signing below hereby acknowledges and agrees
     that in the event that the Customer does not issue a purchase order prior
     to the Requested Service Date, this Order shall serve as Customer's
     purchase order. Customers further acknowledges that any additional or
     conflicting terms and conditions contained in Customer's purchase order
     shall not be applicable to the Services to be provided hereunder, even if
     Exodus uses such purchase order for invoicing purposes.

(3)  Neither Customer nor Exodus will be bound by this Order Form until it has
     been signed by authorized representatives of both parties.

(4)  Changes or alterations to this Order Form will not be accepted.


THERE ARE SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, WARRANTY DISCLAIMERS AND
LIABILITY LIMITATIONS CONTAINED IN THE SERVICES AGREEMENT (EITHER THE MASTER
SERVICES AGREEMENT, INTERNET DATA CENTER SERVICES AGREEMENT AND/OR PROFESSIONAL
SERVICES AGREEMENT) BETWEEN CUSTOMER AND EXODUS. THERE ARE ALSO DETAILED
DESCRIPTIONS OF EACH SERVICE, AND SPECIFIC TERMS APPLICABLE TO EACH SERVICE,
CONTAINED IN THE SPECIFICATION SHEETS AND/OR STATEMENT OF WORK FOR EACH SERVICE.

DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ ALL OF THE PROVISIONS OF THE
SERVICES AGREEMENT AND THE SPECIFICATION SHEETS AND/OR STATEMENT OF WORK. YOUR
SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE SERVICES AGREEMENT AND THE
SPECIFICATION SHEETS AND/OR STATEMENTS OF WORK AND AGREE TO BE BOUND BY THEIR
PROVISIONS.


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CUSTOMER                             EXODUS

Signature:                           Signature:
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Print Name:                          Print Name:
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Title:                               Title:
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Date:                                Date:
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