EXHIBIT 10.65





                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of June 22,
1999, among Exodus Communications, Inc., a Delaware corporation (the
"Company") and Goldman, Sachs & Co.,  (the "Initial Purchaser") who has
agreed to purchase the Company's 11 1/4% Senior Notes due 2008
(collectively, the "Securities") pursuant to the Purchase Agreement,
dated June 17, 1999, by and among the Company and Initial Purchaser (the
"Purchase Agreement").

The Company proposes to issue and sell and the Initial Purchaser
propose to purchase the Securities upon the terms set forth in the
Purchase Agreement.  As an inducement to the Initial Purchaser to enter
into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Initial Purchaser thereunder, the Company agrees with
the Initial Purchaser for the benefit of holders (as defined herein) from
time to time of the Transfer Restricted Securities as follows:

1.  Certain Definitions.

For purposes of this Exchange and Registration Rights Agreement,
the following terms shall have the following respective meanings:

"Act" shall mean the Securities Act of 1933, as amended.

"Affiliate" shall have the meaning ascribed thereto by Rule
144 of the Act.

"Business Days" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in the City of New York, New York are authorized or
obligated by law or executive order to close.

"Broker-Dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act.

"Closing Date" shall mean the date hereof.

"Commission" shall mean the United States Securities and
Exchange Commission, or any other federal agency at the time
administering the Exchange Act or the Securities Act, whichever is
the relevant statute for the particular purpose.

"Effective Time" shall mean (i) with regard to the Exchange
Registration, the time and date as of which the Commission declares
the Exchange Offer Registration Statement effective or as of which
the Exchange Offer Registration Statement otherwise becomes
effective and (ii) with regard to the Shelf Registration, the time
and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement
otherwise becomes effective.


"Electing Holder" shall mean any holder of Transfer
Restricted Securities that has returned a completed and signed
Notice and Questionnaire to the Company in accordance with Section
3(d)(ii) or 3(d)(iii) hereof.

"Exchange Act" shall mean the Securities Exchange Act of
1934, or any successor thereto, as the same shall be amended from
time to time.

"Exchange Offer" shall have the meaning assigned thereto in
Section 2(a) hereof.

"Exchange Offer Registration Statement" shall have the
meaning assigned thereto in     Section 2(a) hereof.

"Exchange Registration" shall have the meaning assigned
thereto in Section 3(c) hereof.

"Exchange Securities" shall have the meaning assigned thereto
in Section 2(a) hereof.

"holder" shall mean with respect to the Transfer Restricted
Securities, the Initial Purchaser and other persons who acquire
Transfer Restricted Securities from time to time (including any
successors or assigns), in each case for so long as such person
owns any Transfer Restricted Securities.

"Indenture" shall mean the Indenture, dated as of July 1,
1998, between the Company and Chase Manhattan Bank and Trust
Company, National Association, as Trustee, as the same shall be
amended from time to time.

"Liquidated Damages" shall have the meaning assigned thereto
in Section 2(c)         hereof.

"Notice and Questionnaire" means a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in
the form of Exhibit A hereto.

"person" shall mean a corporation, association, partnership,
organization, business, individual, government or political
subdivision thereof or governmental agency.

"Prospectus" shall have the meaning ascribed to it in
Section 2(a)(10) of the Act.

"Registration Default" shall have the meaning assigned
thereto in Section 2(c) hereof.

"Registration Expenses" shall have the meaning assigned
thereto in Section 4 hereof.

"Resale Period" shall have the meaning assigned thereto in
Section 2(a) hereof.

"Restricted Holder" shall mean (i) a holder that is an
affiliate of the Company within the meaning of Rule 405, (ii) a
holder who acquires Exchange Securities outside the ordinary course
of such holder's business, (iii) a holder who has arrangements or
understandings with any person to participate in the Exchange Offer
for the purpose of a distribution within the meaning of the Act of
Exchange Securities and (iv) a holder that is a Broker-Dealer, but
only with respect to Exchange Securities received by such Broker-
Dealer pursuant to an Exchange Offer in exchange for Transfer
Restricted Securities acquired by the Broker-Dealer directly from
the Company.

"Rule 144," "Rule 405" and "Rule 415" shall mean, in each
case, such rule promulgated under the Act (or any successor
provision), as the same shall be amended from time to time.

"Securities" shall mean, collectively, the 11 1/4% Senior Notes
due 2008 of the Company to be issued and sold to the Initial
Purchaser, and securities issued in exchange therefor or in lieu
thereof pursuant to the Indenture.

"Shelf Registration" shall have the meaning assigned thereto
in Section 2(b) hereof.

"Shelf Registration Statement" shall have the meaning
assigned thereto in Section 2(b) hereof.

"Transfer Restricted Securities" shall mean each Security
until the earliest of (i) the date on which such Security has been
exchanged by a person other than a Broker-Dealer for an Exchange
Security in an Exchange Offer, (ii) following the exchange by a
Broker-Dealer in the Exchange Offer of a Security for an Exchange
Security, the date on which such Exchange Security is sold to a
purchaser who receives from such Broker-Dealer on or prior to the
date of such sale a copy of the Prospectus used in connection with
such Exchange Offer, (iii) the date on which such Security has been
effectively registered under the Act and disposed of in accordance
with a Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under
the Act.

"Trust Indenture Act" shall mean the Trust Indenture Act of
1939, or any successor thereto, and the rules, regulations and
forms promulgated thereunder, all as the same shall be amended from
time to time.

Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be,
of this Exchange and Registration Rights Agreement, and the words
"herein," "hereof" and "hereunder" and other words of similar import
refer to this Exchange and Registration Rights Agreement as a whole and
not to any particular Section or other subdivision.


2.  Registration Under the Securities Act.


(a) Except as set forth in Section 2(b) below, the Company agrees
to file with the Commission, as soon as practicable after the Closing
Date, but no later than 60 days after the Closing Date, a registration
statement relating to an offer to exchange (such registration statement,
the "Exchange Offer Registration Statement", and such offer, the
"Exchange Offer") any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Company, which debt
securities are substantially identical to the Securities (and are
entitled to the benefits of a trust indenture which is substantially
identical to the Indenture or is the Indenture and which has been quali-
fied under the Trust Indenture Act), except that they have been
registered pursuant to an effective registration statement under the Act
and do not contain provisions for liquidated damages contemplated in
Section 2(c) below (such new debt securities hereinafter called "Exchange
Securities").  The Company agrees to use its best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act
as soon as practicable, but no later than 150 days after the Closing
Date.  The Exchange Offer will be registered under the Act on the
appropriate form and will comply with all applicable tender offer rules
and regulations under the Exchange Act.  Unless the Exchange Offer would
not be permitted by applicable law or Commission policy, the Company
further agrees to use its best efforts (i) to complete the Exchange Offer
promptly, but no later than 30 Business Days after the Exchange Offer
Registration Statement becomes effective or is declared effective by the
Commission, (ii) to hold the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state
securities laws, provided however, that in no event shall such period be
less than 20 Business Days, and (iii) to issue Exchange Securities for
all Transfer Restricted Securities that have been properly tendered and
not withdrawn on or prior to the expiration of the Exchange Offer.  The
Exchange Offer will be deemed to have been "completed" only if the debt
securities received by holders other than Restricted Holders in the
Exchange Offer for Transfer Restricted Securities are, upon receipt,
transferable by each such holder without need for further compliance with
Section 5 of the Act and the Exchange Act (except for the requirement to
deliver a Prospectus included in the Exchange Offer Registration
Statement applicable to resales by Broker-Dealers of Exchange Securities
received by such Broker-Dealer pursuant to an Exchange Offer in exchange
for Transfer Restricted Securities other than those acquired by the
Broker-Dealer directly from the Company), and without material
restrictions under the blue sky or securities laws of a substantial
majority of the States of the United States of America.  The Exchange
Offer shall be deemed to have been completed upon the earlier to occur of
(i) the Company having exchanged the Exchange Securities for all
outstanding Transfer Restricted Securities pursuant to the Exchange Offer
and (ii) the Company having exchanged, pursuant to the Exchange Offer,
Exchange Securities for all Transfer Restricted Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange
Offer.  If the Company is notified prior to the completion of the
Exchange Offer by a Broker-Dealer that is a holder of Transfer Restricted
Securities (other than Transfer Restricted Securities received by the
Broker-Dealer directly from the Company), then the Company agrees (x) to
include in the Exchange Offer Registration Statement a Prospectus for use
in connection with any resales of Exchange Securities by a Broker-Dealer,
other than resales of Exchange Securities received by a Broker-Dealer
pursuant to an Exchange Offer in exchange for Transfer Restricted
Securities acquired by the Broker-Dealer directly from the Company, and
(y) to keep such Exchange Offer Registration Statement effective for a
period (the "Resale Period") beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the
expiration of the 180th day after the Exchange Offer has been completed
or such time as such Broker-Dealers no longer own any Transfer Restricted
Securities.  With respect to such Exchange Offer Registration Statement,
each Broker-Dealer that holds Exchange Securities received in an Exchange
Offer in exchange for Transfer Restricted Securities not acquired by it
directly from the Company shall have the benefit of the rights of
indemnification and contribution set forth in Sections 6(a), (c), (d) and
(e) hereof.


(b) If (i) the Company is not permitted to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy or (ii) any holder of Transfer Restricted Securities
notifies the Company prior to the 20th day following completion of the
Exchange Offer that (A) it is prohibited by law or Commission policy from
participating in the Exchange Offer or (B) that it may not resell in
compliance with the Act or Commission policy the Exchange Securities
acquired by it in the Exchange Offer to the public without delivering a
Prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales
or (C) that it is a Broker-Dealer and owns Securities acquired directly
from the Company or an Affiliate, then in lieu of conducting the Exchange
Offer for such Transfer Restricted Securities contemplated by
Section 2(a) the Company shall use its best efforts to file with the
Commission as soon as practicable, but no later than 45 days after the
date on which the Company determines that it is not permitted to file the
Exchange Offer Registration Statement pursuant to clause (i) above or 45
days after the date on which the Company receives the notice specified in
clause (ii) above (but in either case, in no event less than 60 days
after the Closing Date), a "shelf" registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Transfer Restricted Securities, pursuant to Rule
415 or any similar rule that may be adopted by the Commission, which may
be an amendment to the Exchange Offer Registration Statement (such
filing, the "Shelf Registration" and such registration statement, the
"Shelf Registration Statement").  The Company agrees to use its best
efforts (i) to cause the Shelf Registration Statement to become or be
declared effective by the Commission on or prior to 90 days after such
obligation arises (but in no event less than 150 days after the Closing
Date) and to keep such Shelf Registration Statement continuously
effective in order to permit the Prospectus forming a part thereof to be
usable by holders for resales of Transfer Restricted Securities for a
period ending on the earlier of the second anniversary of the Effective
Time or such time as there are no longer any Transfer Restricted
Securities outstanding, provided, however, that no holder shall be
entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the Prospectus forming a part thereof
for resales of Transfer Restricted Securities unless such holder is an
Electing Holder, and (ii) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of
Transfer Restricted Securities that is not then an Electing Holder, to
take any action reasonably necessary to enable such holder to use the
Prospectus forming a part thereof for resales of Transfer Restricted
Securities, including, without limitation, any action necessary to
identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however, that nothing in this Clause
(ii) shall relieve any such holder of the obligation to return a
completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof.  No holder of Securities shall
be entitled to Liquidated Damages pursuant to 2(c) hereof unless and
until such holder shall have provided all such information.  The Company
further agrees to supplement or make amendments to the Shelf Registration
Statement, as and when required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Act or rules and regulations thereunder
for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its
being used or promptly following its filing with the Commission.

(c) In the event that (i) the Company has not filed the Exchange
Offer Registration Statement or Shelf Registration Statement on or before
the date on which such registration statement is required to be filed
pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
Offer Registration Statement or Shelf Registration Statement has not
become effective or been declared effective by the Commission on or
before the date on which such registration statement is required to
become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within
30 Business Days after the initial effective date of the Exchange Offer
Registration Statement relating to the Exchange Offer (if the Exchange
Offer is then required to be made) or (iv) any Exchange Offer
Registration Statement or Shelf Registration Statement required by
Section 2(a) or 2(b) hereof is filed and declared effective, but shall
thereafter cease to be effective or usable in connection with resales of
Transfer Restricted Securities during the periods specified in Section
2(a) or 2(b), respectively, (except as specifically permitted herein,
including pursuant to Sections 3(c)(ii) and (iv) and 3(d)(iv) and 3(e))
without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in
clauses (i) through (iv), a "Registration Default" and each period during
which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, the Company will pay liquidated
damages to each holder of Transfer Restricted Securities affected thereby
(such liquidated damages, the "Liquidated Damages"), with respect to the
first 90-day period immediately following the occurrence of the first
Registration Default in an amount equal to $0.05 per week such
Registration Default continues per $1,000 principal amount of Transfer
Restricted Securities held by such holder.  The amount of the Liquidated
Damages will increase by an additional $0.05 per week such Registration
Default continues per $1,000 principal amount of Transfer Restricted
Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of
Liquidated Damages for all Registration Defaults of $0.25 per week per
$1,000 principal amount of Transfer Restricted Securities.
Notwithstanding the foregoing, the Company shall in no event be required
to pay Liquidated Damages for more than one Registration Default at any
time.  All accrued Liquidated Damages will be paid by the Company on each
Interest Payment Date (as defined in the Indenture) to each holder of any
Transfer Restricted Securities by wire transfer of immediately available
funds or by federal funds check and to holders of Transfer Restricted
Securities by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have
been specified.  Following the cure of all Registration Defaults, the
accrual of Liquidated Damages will cease.  No other damages shall be
available to holders of Transfer Restricted Securities for any
Registration Default.


(d) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference
herein to any post-effective amendment to a registration statement as of
any time shall be deemed to include any document incorporated, or deemed
to be incorporated, therein by reference as of such time.

3.  Registration Procedures.

If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

(a) At or before the Effective Time of the Exchange Offer or the
Shelf Registration, as the case may be, the Company shall qualify the
Indenture under the Trust Indenture Act of 1939.

(b) In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.

(c) In connection with the Company's obligations with respect to
the registration of Exchange Securities as contemplated by Section 2(a)
(the "Exchange Registration"), if applicable, the Company shall, as soon
as practicable (or as otherwise specified):

(i) prepare and file with the Commission, as soon as
practicable but no later than 60 days after the Closing Date, an
Exchange Offer Registration Statement on any form which may be
utilized by the Company and which shall permit the Exchange Offer
and, if applicable, resales of Exchange Securities by Broker-
Dealers during the Resale Period to be effected as contemplated by
Section 2(a), and use its best efforts to cause such Exchange Offer
Registration Statement to become effective as soon as practicable
thereafter, but no later than 150 days after the Closing Date;


(ii) as soon as practicable prepare and file with the
Commission such amendments and supplements to such Exchange Offer
Registration Statement and the Prospectus included therein as may
be necessary to effect and maintain the effectiveness of such
Exchange Offer Registration Statement for the periods and purposes
contemplated in Section 2(a) hereof and as may be required by the
applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Offer
Registration Statement, and promptly provide each Broker-Dealer
holding Exchange Securities with such number of copies of the
Prospectus included therein (as then amended or supplemented), in
conformity in all material respects with the requirements of the
Act and the Trust Indenture Act and the rules and regulations of
the Commission thereunder, as such Broker-Dealer reasonably may
request prior to the expiration of the Resale Period, for use in
connection with resales of Exchange Securities; provided that upon
the occurrence of any event that would cause any such Exchange
Offer Registration Statement or the Prospectus contained therein
(A) to contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities,
either of which occurs during the period that the Company is
required to maintain an effective and usable Exchange Offer
Registration Statement and Prospectus pursuant to this Agreement,
the Company shall file promptly an appropriate amendment or
supplement to such Registration Statement or Prospectus, (1) in the
case of clause (A), correcting any such misstatement or omission,
and (2) in the case of clauses (A) and (B) use its best efforts to
cause any amendment to be declared effective and such Exchange
Offer Registration Statement and the Prospectus to become usable
for their intended purpose(s) as soon as practicable thereafter;
provided further notwithstanding anything to the contrary set forth
in this Agreement, during the 180 day period following completion
of the Exchange Offer, the Company's obligations to use its best
efforts to keep the Exchange-Offer Registration Statement
continuously effective, supplemented and amended shall be suspended
in the event continued effectiveness of the Exchange-Offer
Registration Statement would, with the advice of counsel to the
Company, make it advisable for the Company to disclose a material
financing, acquisition or other corporate transaction, and the
Board of Directors shall have determined in good faith that such
disclosure is not in the best interests of the Company, but in no
event will any such suspension, individually or in the aggregate,
exceed sixty (60) days (such suspensions being referred to herein
as an "Exchange Suspension Period");

(iii) promptly notify in writing each Broker-Dealer that has
requested or received from the Company copies of the Prospectus
included in such Exchange Offer Registration Statement, (A) when
such Exchange Offer Registration Statement or the Prospectus
included therein or any Prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such
Exchange Offer Registration Statement or any post-effective
amendment, when the same has become effective, (B) of the issuance
by the Commission of any stop order suspending the effectiveness of
such Exchange Offer Registration Statement or the initiation or
threatening of any proceedings for that purpose, (C) of the receipt
by the Company of any notification with respect to the suspension
of the qualification of the Exchange Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose, or (D) at any time during the Resale Period when a
Prospectus is required to be delivered under the Act, that such
Exchange Offer Registration Statement, Prospectus, Prospectus
amendment or supplement or post-effective amendment does not
conform in all material respects to the applicable requirements of
the Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder or contains an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing.  Each
holder of Transfer Restricted Securitiesagrees that upon receipt of
any notice from the Company pursuant to this Section 3(c)(iii)(D),
such holder shall forthwith discontinue the disposition of Transfer
Restricted Securities pursuant to the Exchange Offer Registration
Statement applicable to such Transfer Restricted Securities until
such Broker-Dealer shall have received copies of such amended or
supplemented Prospectus, and if so directed by the Company, such
Broker-Dealer shall deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such
Broker-Dealer's possession of the Prospectus covering such Transfer
Restricted Securities at the time of receipt of such notice;


(iv) in the event that the Company would be required,
pursuant to Section 3(c)(iii)(D) above, to notify any Broker-
Dealers holding Exchange Securities, without unreasonable delay,
subject to Section 3(c)(ii), prepare and furnish to each such
holder a reasonable number of copies of a Prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such
Exchange Securities during the Resale Period, such Prospectus shall
conform in all material respects to the applicable requirements of
the Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;

(v) subject to the provisos in (ii) above, use its best
efforts to obtain the withdrawal of any order suspending the effec-
tiveness of such Exchange Offer Registration Statement or any
post-effective amendment thereto at the earliest practicable date;

(vi) use its best efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of
such jurisdictions as are contemplated by Section 2(a) no later
than the commencement of the Exchange Offer, (B) if applicable,
keep such registrations or qualifications in effect and comply with
such laws so as to permit the continuance of offers, sales and
dealings therein in such jurisdictions until the expiration of the
Resale Period and (C) take any and all other actions as may be
reasonably necessary or advisable to enable each Broker-Dealer
holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however, that the Company shall
not be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such
jurisdiction or (3) make any changes to its certificate of
incorporation or by-laws or any agreement between it and its
stockholders;

(vii) use its best efforts to obtain the consent or approval
of each governmental agency or authority, whether federal, state or
local, which may be required to effect the Exchange Registration,
the Exchange Offer and the offering and sale of Exchange Securities
by Broker-Dealers during the Resale Period;

(viii) provide a CUSIP number for all Exchange Securities,
not later than the applicable Effective Time;

(ix) comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as
soon as practicable but no later than eighteen months after the
effective date of such Exchange Offer Registration Statement, an
earning statement of the Company and its subsidiaries complying
with Section 11(a) of the Act (including, at the option of the
Company, Rule 158 thereunder).


(d) In connection with the Company's obligations with respect to
the registration of the Transfer Restricted Securities as contemplated by
Section 2(b) pursuant to the Shelf Registration, if applicable, the
Company shall, as soon as practicable (or as otherwise specified):

(i) prepare and file with the Commission, as soon as
practicable but in any case within the time periods specified in
Section 2(b), a Shelf Registration Statement on any form which may
be utilized by the Company and which shall register all of the
Transfer Restricted Securities for resale by the holders thereof in
accordance with such method or methods of disposition as may be
specified by such of the holders as, from time to time, may be
Electing Holders and use its best efforts to cause such Shelf
Registration Statement to become effective as soon as practicable
but in any case within the time periods specified in Section 2(b);

(ii) not less than 30 calendar days prior to the Effective
Time of the Shelf Registration Statement, mail the Notice and
Questionnaire, in the form of Exhibit A hereto, to the holders of
Transfer Restricted Securities; no holder shall be entitled to be
named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled
to use the Prospectus forming a part thereof for resales of
Transfer Restricted Securities at any time, unless such holder has
returned a completed and signed Notice and Questionnaire to the
Company by the deadline for response set forth therein; provided,
however, holders of Transfer Restricted Securities shall have at
least 28 calendar days from the date on which the Notice and
Questionnaire is first mailed to such holders to return a completed
and signed Notice and Questionnaire to the Company;

(iii) after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Transfer Restricted
Securities that is not then an Electing Holder, promptly send a
Notice and Questionnaire to such holder; provided that the Company
shall not be required to take any action to name such holder as a
selling securityholder in the Shelf Registration Statement or to
enable such holder to use the Prospectus forming a part thereof for
resales of Transfer Restricted Securities until such holder has
returned a completed and signed Notice and Questionnaire to the
Company;


(iv) as soon as practicable prepare and file with the
Commission such amendments and supplements to such Shelf
Registration Statement and the Prospectus included therein, and
take any other action, as may be necessary to effect and maintain
the effectiveness of such Shelf Registration Statement for the
period specified in Section 2(b) hereof and as may be required by
the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Shelf Registration
Statement, and furnish to the Electing Holders copies of any such
supplement or amendment simultaneously with or prior to its being
used or filed with the Commission; provided that upon the
occurrence of any event that would cause any such Shelf
Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities,
either of which occurs during the period that the Company is
required to maintain an effective and usable Shelf Registration
Statement and Prospectus pursuant to this Agreement, the Company
shall file promptly an appropriate amendment or supplement to such
Registration Statement or Prospectus, (1) in the case of clause
(A), correcting any such misstatement or omission, and (2) in the
case of clauses (A) and (B) use its best efforts to cause any
amendment to be declared effective and such Shelf Registration
Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter; provided
further notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligations to use its best efforts to
keep the Shelf Registration Statement continuously effective,
supplemented and amended shall be suspended in the event continued
effectiveness of the Shelf Registration Statement would, with the
advice of counsel to the Company, make it advisable for the Company
to disclose a material financing, acquisition or other corporate
transaction, and the Board of Directors shall have determined in
good faith that such disclosure is not in the best interests of the
Company, but in no event will any such suspension, individually or
in the aggregate, exceed ninety (90) days in any calendar year
(such suspensions being referred to herein as a "Shelf Suspension
Period");

(v) comply with the provisions of the Act with respect to the
disposition of all of the Transfer Restricted Securities covered by
such Shelf Registration Statement in accordance with the intended
methods of disposition by the Electing Holders provided for in such
Shelf Registration Statement;

(vi) provide (A) the Electing Holders, (B) the underwriters
(which term, for purposes of this Exchange and Registration Rights
Agreement, shall include a person deemed to be an underwriter
within the meaning of Section 2(11) of the Act), if any, thereof,
(C) any sales or placement agent therefor, (D) counsel for any such
underwriters or agents and (E) not more than one counsel for all
the Electing Holders the opportunity to participate in the
preparation of such Shelf Registration Statement, each Prospectus
included therein or filed with the Commission and each amendment or
supplement thereto;


(vii) for a reasonable period prior to the filing of such
Shelf Registration Statement, and throughout the period specified
in Section 2(b), make available at reasonable times at the
Company's principal place of business or such other reasonable
place for inspection by the persons referred to in Section 3(d)(vi)
who shall certify to the Company that they have a current intention
to sell the Transfer Restricted Securities pursuant to the Shelf
Registration such financial and other information and books and
records of the Company, and cause the officers, employees, counsel
and independent certified public accountants of the Company to
respond to such inquiries, as shall be reasonably necessary, in the
judgment of the respective counsel referred to in such Section, to
conduct a reasonable investigation within the meaning of Section 11
of the Act; provided, however, that each such party shall be
required to maintain in confidence and not to disclose to any other
person any information or records reasonably designated by the
Company as being confidential, until such time as (A) such informa-
tion becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise), or (B) such
person shall be required so to disclose such information pursuant
to a subpoena or order of any court or other governmental agency or
body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have
given the Company prompt prior written notice of such requirement),
or (C) after the Effective Time and after having requested, in
writing, that the Company include such information in such Shelf
Registration Statement or an amendment or supplement thereto, and
such request has not been accepted by the Company within 15 days of
such request, such information, in the reasonable judgment of such
party pursuant to advice of counsel, is required to be set forth in
such Shelf Registration Statement or the Prospectus included
therein or in an amendment to such Shelf Registration Statement or
an amendment or supplement to such Prospectus in order that such
Shelf Registration Statement, Prospectus, amendment or supplement,
as the case may be, complies with applicable requirements of the
federal securities laws and the rules and regulations of the
Commission and does not contain an untrue statement of a material
fact or omit to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;

(viii) promptly notify in writing each of the Electing
Holders, any sales or placement agent therefor and any underwriter
thereof (which notification may be made through any managing
underwriter that is a representative of such underwriter for such
purpose), (A) when such Shelf Registration Statement or the
Prospectus included therein or any Prospectus amendment or
supplement or post-effective amendment has been filed, and, with
respect to such Shelf Registration Statement or any post-effective
amendment, when the same has become effective, (B) of the issuance
by the Commission of any stop order suspending the effectiveness of
such Shelf Registration Statement or the initiation or threatening
of any proceedings for that purpose, (C) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Transfer Restricted Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose, or (D) (I) if at any time when a Prospectus is
required to be delivered under the Act, such Shelf Registration
Statement, Prospectus, Prospectus amendment or supplement or
post-effective amendment does not conform in all material respects
to the applicable requirements of the Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder or
contains an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circum-
stances then existing; or (II) the occurrence of a Shelf Suspension
Period;

(ix) subject to the provisos in (iv) above, use its best
efforts to obtain the withdrawal of any order suspending the effec-
tiveness of such registration statement or any post-effective
amendment thereto at the earliest practicable date;


(x) if requested by any managing underwriter or underwriters,
any placement or sales agent or any Electing Holder, promptly
incorporate in a Prospectus supplement or post-effective amendment
such information as is required by the applicable rules and regula-
tions of the Commission and as such managing underwriter or
underwriters, such agent or such Electing Holder specifies should
be included therein relating to the terms of the sale of such
Transfer Restricted Securities, including information with respect
to the principal amount of Transfer Restricted Securities being
sold by such Electing Holder or agent or to any underwriters, the
name and description of such Electing Holder, agent or underwriter,
the offering price of such Transfer Restricted Securities and any
discount, commission or other compensation payable in respect
thereof, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the offering of
the Transfer Restricted Securities to be sold by such Electing
Holder or agent or to such underwriters; and make all required
filings of such Prospectus supplement or post-effective amendment
promptly after notification of the matters to be incorporated in
such Prospectus supplement or post-effective amendment;

(xi) furnish to each Electing Holder, each placement or sales
agent, if any, therefor, each underwriter, if any, thereof and the
respective counsel referred to in Section 3(d)(vi) an executed copy
(or, in the case of an Electing Holder, a conformed copy) of such
Shelf Registration Statement, each such amendment and supplement
thereto (in each case including all exhibits thereto (in the case
of an Electing Holder of Transfer Restricted Securities, upon
request) and documents incorporated by reference therein) and such
number of copies of such Shelf Registration Statement (excluding
exhibits thereto and documents incorporated by reference therein
unless specifically so requested by such Electing Holder, agent or
underwriter, as the case may be) and of the Prospectus included in
such Shelf Registration Statement (including each preliminary
Prospectus and any summary Prospectus), in conformity in all
material respects with the applicable requirements of the Act and
the Trust Indenture Act and the rules and regulations of the
Commission thereunder, and such other documents, as such Electing
Holder, agent, if any, and underwriter, if any, may reasonably
request in order to facilitate the offering and disposition of the
Transfer Restricted Securities owned by such Electing Holder,
offered or sold by such agent or underwritten by such underwriter
and to permit such Electing Holder, agent and underwriter to
satisfy the Prospectus delivery requirements of the Act; and the
Company hereby consents, unless it has otherwise notified the
Electing Holder under Section 3(d)(iv) or (viii) hereof, to the use
of such Prospectus (including such preliminary and summary
Prospectus) and any amendment or supplement thereto by each such
Electing Holder and by any such agent and underwriter, in each case
in the form most recently provided to such person by the Company,
in connection with the offering and sale of the Transfer Restricted
Securities covered by the Prospectus (including such preliminary
and summary Prospectus) or any supplement or amendment thereto;


(xii) use its best efforts to (A) register or qualify the
Transfer Restricted Securities to be included in such Shelf
Registration Statement under such securities laws or blue sky laws
of such jurisdictions as any Electing Holder and each placement or
sales agent, if any, therefor and underwriter, if any, thereof
shall reasonably request, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit
the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required
to remain effective under Section 2(b) above and for so long as may
be necessary to enable any such Electing Holder, agent or
underwriter to complete its distribution of Securities pursuant to
such Shelf Registration Statement and (C) take any and all other
actions as may be reasonably necessary or advisable to enable each
such Electing Holder, agent, if any, and underwriter, if any, to
consummate the disposition in such jurisdictions of such Transfer
Restricted Securities; provided, however, that the Company shall
not be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section
3(d)(xii), (2) consent to general service of process in any such
jurisdiction or (3) make any changes to its certificate of
incorporation or by-laws or any agreement between it and its
stockholders;

 (xiii) use its best efforts to obtain the consent or
approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Shelf Registra-
tion or the offering or sale in connection therewith or to enable
the selling holder or holders to offer, or to consummate the
disposition of, their Transfer Restricted Securities;

(xiv) cooperate with the Electing Holders and the managing
underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted
Securities to be sold, which certificates shall be printed,
lithographed or engraved, or produced by any combination of such
methods, and which shall not bear any restrictive legends; and, in
the case of an underwritten offering, enable such Transfer
Restricted Securities to be in such denominations and registered in
such names as the managing underwriters may request at least two
business days prior to any sale of the Transfer Restricted
Securities;

(xv) provide a CUSIP number for all Transfer Restricted
Securities, not later than the applicable Effective Time;

(xvi) enter into one or more underwriting agreements,
engagement letters, agency agreements, "best efforts" underwriting
agreements or similar agreements, as appropriate, including
customary provisions relating to indemnification and contribution,
and take such other actions in connection therewith as any Electing
Holders aggregating at least 20% in aggregate principal amount of
the Transfer Restricted Securities at the time outstanding shall
reasonably request in order to expedite or facilitate the
disposition of such Transfer Restricted Securities;



(xvii) whether or not an agreement of the type referred to in
Section 3(d)(xvi) hereof is entered into and whether or not any
portion of the offering contemplated by the Shelf Registration is
an underwritten offering or is made through a placement or sales
agent or any other entity, (A) make such representations and
warranties to the Electing Holders and the placement or sales
agent, if any, therefor and the underwriters, if any, thereof in
form, substance and scope as are customarily made in connection
with an offering of debt securities pursuant to any appropriate
agreement or to a registration statement filed on the form
applicable to the Shelf Registration; (B) obtain an opinion of
counsel to the Company in customary form and covering such matters,
of the type customarily covered by such an opinion, as the managing
underwriters, if any, or as any Electing Holders of at least 20% in
aggregate principal amount of the Transfer Restricted Securities at
the time outstanding may reasonably request, addressed to such
Electing Holder or Electing Holders and the placement or sales
agent, if any, therefor and the underwriters, if any, thereof and
dated the effective date of such Shelf Registration Statement (and
if such Shelf Registration Statement contemplates an underwritten
offering of a part or all of the Transfer Restricted Securities,
dated the date of the closing under the underwriting agreement
relating thereto) (it being agreed that the matters to be covered
by such opinion shall include the due incorporation and good
standing of the Company and its subsidiaries; the qualification of
the Company and its subsidiaries to transact business as foreign
corporations; the due authorization, execution and delivery by the
Company of the relevant agreement of the type referred to in
Section 3(d)(xvi) hereof; the due authorization, execution,
authentication and issuance by the Company, and the validity and
enforceability, of the Securities; the absence of knowledge of such
counsel of material legal or governmental proceedings involving the
Company; the absence of governmental approvals required to be
obtained in connection with the Shelf Registration, the offering
and sale of the Transfer Restricted Securities, this Exchange and
Registration Rights Agreement or any agreement of the type referred
to in Section 3(d)(xvi) hereof, except such approvals as are
referenced in the Shelf Registration Statement or as may be
required under state securities or blue sky laws; the material
compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture
with the requirements of the Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder,
respectively; and the expression of the belief of such counsel as
to the absence of any facts having come to the attention of such
counsel that have caused them to believe that such Shelf
Registration Statement and the Prospectus included therein, as then
amended or supplemented, as of the date of the opinion and of the
Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, and from the documents
incorporated by reference therein as of the dates of such documents
(in each case other than the financial statements, related notes,
related schedules and other financial data contained therein)
contained an untrue statement of a material fact or omitted to
state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made,
and in the case of the documents incorporated by reference, in the
light of the circumstances existing at the time that such documents
were filed with the Commission under the Exchange Act, not
misleading); (C) obtain a "comfort" letter or letters from the
independent certified public accountants of the Company addressed
to the selling Electing Holders, the placement or sales agent, if
any, therefor or the underwriters, if any, thereof, dated (i) the
effective date of such Shelf Registration Statement and (ii) the
effective date of any Prospectus supplement to the Prospectus
included in such Shelf Registration Statement or post-effective
amendment to such Shelf Registration Statement which includes
unaudited or audited financial statements as of a date or for a
period subsequent to that of the latest such statements included in
such Prospectus (and, if such Shelf Registration Statement
contemplates an underwritten offering pursuant to any Prospectus
supplement to the Prospectus included in such Shelf Registration
Statement or post-effective amendment to such Shelf Registration
Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such
statements included in such Prospectus, dated the date of the
closing under the underwriting agreement relating thereto), such
letter or letters to be in customary form and covering such matters
of the type customarily covered by letters of such type; (D)
deliver such documents and certificates, including officers'
certificates, as may be reasonably requested by any Electing
Holders of at least 20% in aggregate principal amount of the
Transfer Restricted Securities at the time outstanding or the
placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof to evidence the accuracy of the
representations and warranties made pursuant to clause (A) above or
those contained in Section 5(a) hereof and the compliance with or
satisfaction of any agreements or conditions contained in the
underwriting agreement or other agreement entered into by the
Company; and (E) undertake such obligations relating to expense
reimbursement, indemnification and contribution as are provided in
Section 6 hereof;

(xviii) notify in writing each holder of Transfer Restricted
Securities of any proposal by the Company to amend or waive any
provision of this Exchange and Registration Rights Agreement pursu-
ant to Section 9(h) hereof and of any amendment or waiver effected
pursuant thereto, each of which notices shall contain the text of
the amendment or waiver proposed or effected, as the case may be;

(xix) in the event that any broker-dealer registered under
the Exchange Act shall underwrite any Transfer Restricted
Securities or participate as a member of an underwriting syndicate
or selling group or "assist in the distribution" (within the
meaning of the Rules of Fair Practice and the By-Laws of the
National Association of Securities Dealers, Inc. ("NASD") or any
successor thereto, as amended from time to time) thereof, whether
as a holder of such Transfer Restricted Securities or as an
underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, assist such broker-dealer in comply-
ing with the requirements of such Rules and By-Laws, including by
(A) if such Rules or By-Laws shall so require, engaging a
"qualified independent underwriter" (as defined in such Schedule
(or any successor thereto)) to participate in the preparation of
the Shelf Registration Statement relating to such Transfer
Restricted Securities, to exercise usual standards of due diligence
in respect thereto and, if any portion of the offering contemplated
by such Shelf Registration Statement is an underwritten offering or
is made through a placement or sales agent, to recommend the yield
of such Transfer Restricted Securities, (B) indemnifying any such
qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 6 hereof (or to
such other customary extent as may be requested by such
underwriter), and (C) providing such information to such
broker-dealer as may be required in order for such broker-dealer to
comply with the requirements of the Rules of Fair Practice of the
NASD; and

(xx) comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as
soon as practicable but in any event not later than eighteen months
after the effective date of such Shelf Registration Statement, an
earning statement of the Company and its subsidiaries complying
with Section 11(a) of the Act (including, at the option of the
Company, Rule 158 thereunder).


(e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(D) above, to notify the Electing Holders, the
placement or sales agent, if any, therefor and the managing underwriters,
if any, thereof, the Company shall without unreasonable delay, subject to
Section 3(d)(iv), prepare and furnish to each of the Electing Holders, to
each placement or sales agent, if any, and to each such underwriter, if
any, a reasonable number of copies of a Prospectus supplemented or
amended so that, as thereafter delivered to purchasers of Transfer
Restricted Securities, such Prospectus shall conform in all material
respects to the applicable requirements of the Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder
and shall not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing.  Each Electing Holder agrees that upon receipt of any notice
from the Company pursuant to Section 3(d)(viii)(D) hereof, such Electing
Holder shall forthwith discontinue the disposition of Transfer Restricted
Securities pursuant to the Shelf Registration Statement applicable to
such Transfer Restricted Securities until such Electing Holder shall have
received copies of such amended or supplemented Prospectus, and if so
directed by the Company, such Electing Holder shall deliver to the
Company (at the Company's expense) all copies, other than permanent file
copies, then in such Electing Holder's possession of the Prospectus
covering such Transfer Restricted Securities at the time of receipt of
such notice.

(f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
and Questionnaire, the Company may require such Electing Holder to
furnish to the Company such additional information regarding such
Electing Holder and such Electing Holder's intended method of
distribution of Transfer Restricted Securities as may be required in
order to comply with the Act.  Each such Electing Holder agrees to notify
the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Electing Holder to the Company
or of the occurrence of any event in either case as a result of which any
Prospectus relating to such Shelf Registration contains or would contain
an untrue statement of a material fact regarding such Electing Holder or
such Electing Holder's intended method of disposition of such Transfer
Restricted Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder's intended method of disposition
of such Transfer Restricted Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously
furnished information or required so that such Prospectus shall not
contain, with respect to such Electing Holder or the disposition of such
Transfer Restricted Securities, an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the
circumstances then existing.

(g) Until the expiration of two years after the Closing Date, the
Company will not resell, and will use its best efforts to prevent any of
its Affiliates from reselling, any of the Securities that have been
reacquired by any of them except pursuant to an effective registration
statement under the Act.


(h) As a condition to its participation in the Exchange Offer
pursuant to the terms of this Agreement, each holder of Transfer
Restricted Securities shall furnish, upon the written request of the
Company, prior to the completion of the Exchange Offer, a written
representation to the Company, (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to
the effect that (A) it is not an affiliate of the Company, (B) it is not
engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the
Exchange Securities to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Securities in its ordinary course of business.
Each Holder hereby acknowledges and agrees that any Broker-Dealer and any
such holder using the Exchange Offer to participate in a distribution of
the securities to be acquired in the Exchange Offer (1) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission enunciated in Morgan Stanley and Co., Inc.
(available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters,
and (2) must comply with the registration and prospectus delivery
requirements of the Act in connection with a secondary resale transaction
and that such a secondary resale transaction must be covered by an
effective registration statement (which may be the Exchange Offer
Registration Statement) containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K
if the resales are of Exchange Securities obtained by such Holder in
exchange for securities acquired by such holder directly from the Company
or an affiliate thereof.

4.  Registration Expenses.


The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with
this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including fees and disbursements of counsel for the placement or sales
agent or underwriters in connection with such NASD registration, filing
and review, (b) all fees and expenses in connection with the qualifi-
cation of the Securities for offering and sale under the State securities
and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the
Electing Holders (subject to the limitations of Clause (i) below) or
underwriters in connection with such qualification and determination, (c)
all expenses relating to the preparation, printing, production,
distribution and reproduction of each registration statement required to
be filed hereunder, each Prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements
among underwriters, selling agreements and blue sky or legal investment
memoranda and all other documents in connection with the offering, sale
or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and
any counsel for the Trustee and of any collateral agent or custodian, (f)
internal expenses (including all salaries and expenses of the Company's
officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or
"comfort" letters required by or incident to such performance and
compliance), (h) fees, disbursements and expenses of any "qualified
independent underwriter" engaged pursuant to Section 3(d)(xix) hereof,
(i) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with a Shelf Registration, as selected by
the Electing Holders of at least a majority in aggregate principal amount
of the Transfer Restricted Securities held by Electing Holders (which
counsel shall be reasonably satisfactory to the Company), (j) any fees
charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses").  To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of
Transfer Restricted Securities or any placement or sales agent therefor
or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid
promptly after receipt of a request therefor.  Notwithstanding the
foregoing, the holders of the Transfer Restricted Securities being
registered shall pay all agency fees and commissions and underwriting
discounts and commissions attributable to the sale of such Transfer
Restricted Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to
above.

5.  Representations and Warranties.

The Company represents and warrants to, and agrees with, the
Initial Purchaser and each of the holders from time to time of Transfer
Restricted Securities that:


(a) Each registration statement covering Transfer Restricted
Securities and each Prospectus (including any preliminary or
summary Prospectus) contained therein or furnished pursuant to
Section 3(d) or Section 3(c) hereof and any further amendments or
supplements to any such registration statement or Prospectus, when
it becomes effective or is filed with the Commission, as the case
may be, and, in the case of an underwritten offering of Transfer
Restricted Securities, at the time of the closing under the
underwriting agreement relating thereto, will conform in all
material respects to the applicable requirements of the Act and the
Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and at
all times subsequent to the Effective Time when a Prospectus would
be required to be delivered under the Act, other than from (i) such
time as a notice has been given to holders of Transfer Restricted
Securities pursuant to Section 3(d)(viii)(D) or
Section 3(c)(iii)(D) hereof until (ii) such time as the Company
furnishes an amended or supplemented Prospectus pursuant to Section
3(e) or Section 3(c)(iv) hereof, each such registration statement,
and each Prospectus (including any summary Prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c)
hereof, as then amended or supplemented, will conform in all
material respects to the applicable requirements of the Act and the
Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the
light of the circumstances then existing; provided, however, that
this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of
Transfer Restricted Securities expressly for use therein.

(b) Any documents incorporated by reference in any Prospectus
referred to in Section 5(a) hereof, when they become or became
effective or are or were filed with the Commission, as the case may
be, will conform or conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and
none of such documents will at such time contain or contained an
untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of
Transfer Restricted Securities expressly for use therein.

(c) The compliance by the Company with all of the provisions
of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not con-
flict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any material indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any subsidiary of the Company is
a party or by which the Company or any subsidiary of the Company is
bound or to which any of the property or assets of the Company or
any subsidiary of the Company is subject, nor will such action
result in any violation of the provisions of the certificate of
incorporation, as amended, or the by-laws of the Company or any
statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or
any subsidiary of the Company or any of their properties; and no
consent, approval, authorization, order, registration or qualifica-
tion of or with any such court or governmental agency or body is
required for the consummation by the Company of the transactions
contemplated by this Exchange and Registration Rights Agreement,
except the registration under the Act of the Securities,
qualification of the Indenture under the Trust Indenture Act and
such consents, approvals, authorizations, registrations or
qualifications as may be required under State securities or blue
sky laws in connection with the offering and distribution of the
Securities.

(d) This Exchange and Registration Rights Agreement has been
duly authorized, executed and delivered by the Company.

6.  Indemnification.


(a) Indemnification by the Company.  The Company shall indemnify
and hold harmless each of the holders of Transfer Restricted Securities
included in an Exchange Offer Registration Statement, each of the
Electing Holders of Transfer Restricted Securities included in a Shelf
Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Transfer
Restricted Securities against any losses, claims, damages or liabilities,
joint or several, to which such holder, agent or underwriter may become
subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Exchange Offer Registration Statement or
Shelf Registration Statement, as the case may be, under which such
Transfer Restricted Securities were registered under the Act, or any
preliminary, final or summary Prospectus contained therein or furnished
by the Company to any such holder, Electing Holder, agent or underwriter,
or any amendment or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, and the Company shall, and it hereby agrees to, reimburse
such holder, such Electing Holder, such agent and such underwriter for
any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such action or claim as such expenses
are incurred; provided, however, that the Company shall not be liable to
any such person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary Prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by such person expressly for
use therein;

(b) Indemnification by the Holders and any Agents and Underwriters.
 The Company may require, as a condition to including any Transfer
Restricted Securities in any registration statement filed pursuant to
Section 2(b) hereof and to entering into any underwriting agreement with
respect thereto, that the Company shall have received an undertaking
reasonably satisfactory to it from the Electing Holder of such Transfer
Restricted Securities and from each underwriter named in any such
underwriting agreement, severally and not jointly, to (i) indemnify and
hold harmless the Company, and all other holders of Transfer Restricted
Securities, against any losses, claims, damages or liabilities to which
the Company or such other holders of Transfer Restricted Securities may
become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in such registration statement, or any
preliminary, final or summary Prospectus contained therein or furnished
by the Company to any such Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder or
underwriter expressly for use therein, and (ii) reimburse the Company for
any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this
Section 6(b) for any amounts in excess of the dollar amount of the
proceeds to be received by such Electing Holder from the sale of such
Electing Holder's Transfer Restricted Securities pursuant to such
registration.


(c) Notices of Claims, Etc.  Promptly after receipt by an
indemnified party under subsection (a) or (b) above of written notice of
the commencement of any action, such indemnified party shall, if a claim
in respect thereof is to be made against an indemnifying party pursuant
to the indemnification provisions of or contemplated by this Section 6,
notify such indemnifying party in writing of the commencement of such
action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
other than under the indemnification provisions of or contemplated by
Section 6(a) or 6(b) hereof.  In case any such action shall be brought
against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party,
in connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified
party is an actual or potential party to such action or claim) unless
such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such
action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.


(d) Contribution.  If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or
insufficient to hold harmless an indemnified party in respect of any
losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations.  The relative fault of such
indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 6(d) were determined
by pro rata allocation (even if the holders or any agents or underwriters
or all of them were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in this Section 6(d).  The amount paid or
payable by an indemnified party as a result of the losses, claims,
damages, or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim.  Notwithstanding the provisions of
this Section 6(d), no holder shall be required to contribute any amount
in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Transfer Restricted
Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder
has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, and no underwriter
shall be required to contribute any amount in excess of the amount by
which the total price at which the Transfer Restricted Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.  The holders' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in
proportion to the principal amount of Transfer Restricted Securities
registered or underwritten, as the case may be, by them and not joint.

(e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each officer, director and
partner of each holder, agent and underwriter and each person, if any,
who controls any holder, agent or underwriter within the meaning of the
Act; and the obligations of the holders and any agents or underwriters
contemplated by this Section 6 shall be in addition to any liability
which the respective holder, agent or underwriter may otherwise have and
shall extend, upon the same terms and conditions, to each officer and
director of the Company (including any person who, with his consent, is
named in any registration statement as about to become a director of the
Company) and to each person, if any, who controls the Company within the
meaning of the Act.

7.  Underwritten Offerings.

(a) Selection of Underwriters.  If any of the Transfer Restricted
Securities covered by the Shelf Registration are to be sold pursuant to
an underwritten offering, the managing underwriter or underwriters
thereof shall be designated by Electing Holders holding at least a
majority in aggregate principal amount of the Transfer Restricted
Securities to be included in such offering, provided that such designated
managing underwriter or underwriters is or are reasonably acceptable to
the Company.

(b) Participation by Holders.  Each holder of Transfer Restricted
Securities hereby agrees with each other such holder that no such holder
may participate in any underwritten offering hereunder unless such holder
(i) agrees to sell such holder's Transfer Restricted Securities on the
basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwrit-
ing agreements and other documents reasonably required under the terms of
such underwriting arrangements.

8.  Rule 144.


The Company covenants to the holders of Transfer Restricted
Securities that to the extent it shall be required to do so under the
Exchange Act, the Company shall timely file the reports required to be
filed by it under the Exchange Act or the Act (including the reports
under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Act)
and the rules and regulations adopted by the Commission thereunder, and
shall take such further action as any holder of Transfer Restricted
Securities may reasonably request, all to the extent required from time
to time to enable such holder to sell Transfer Restricted Securities
without registration under the Act within the limitations of the
exemption provided by Rule 144 under the Act, as such Rule may be amended
from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission.  Upon the request of any holder of
Transfer Restricted Securities in connection with that holder's sale
pursuant to Rule 144, the Company shall deliver to such holder a written
statement as to whether it has complied with such requirements.

9.  Miscellaneous.

(a) No Inconsistent Agreements.  The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Transfer Restricted Securities or any
other securities which would be inconsistent with the terms contained in
this Exchange and Registration Rights Agreement.

(b) Specific Performance.  The parties hereto acknowledge that
there would be no adequate remedy at law if the Company fails to perform
any of their respective obligations hereunder and that the Initial
Purchaser and the holders from time to time of the Transfer Restricted
Securities may be irreparably harmed by any such failure, and accordingly
agree that the Initial Purchaser and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the respective obligations of
the Company under this Exchange and Registration Rights Agreement in
accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any
State thereof having jurisdiction.

(c) Notices.  All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered by hand, if delivered personally or
by courier, or three days after being deposited in the mail (registered
or certified mail, postage prepaid, return receipt requested) as follows:

          To the Company:

          Exodus Communications, Inc.
          2831 Mission College Boulevard
          Santa Clara, California 95054
          Attention:  General Counsel
          Phone:  (408) 346-2200
          Fax:  (408) 346-2206


          To the Initial Purchaser:

          Goldman, Sachs & Co.
          85 Broad Street
          New York, NY 10004

          Phone:  (212) 902-1000
          Fax:  (212) 902-3000

          To a holder:

          to the address of such holder set forth in the security
          register or other records of the Company, or to such
          other address as the Company or any such holder may
          have furnished to the other in writing in accordance
          herewith, except that notices of change of address
          shall be effective only upon receipt.

(d) Parties in Interest.  All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the parties hereto
and the holders from time to time of the Transfer Restricted Securities
and the respective successors and assigns of the parties hereto and such
holders.  In the event that any transferee of any holder of Transfer
Restricted Securities shall acquire Transfer Restricted Securities, in
any manner, whether by gift, bequest, purchase, operation of law or
otherwise, such transferee shall, without any further writing or action
of any kind, be deemed a beneficiary hereof for all purposes and such
Transfer Restricted Securities shall be held subject to all of the terms
of this Exchange and Registration Rights Agreement, and by taking and
holding such Transfer Restricted Securities such transferee shall be
entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement.  If the Company shall so
request, any such successor, assign or transferee shall agree in writing
to acquire and hold the Transfer Restricted Securities subject to all of
the applicable terms hereof.

(e) Survival.  The respective indemnities, agreements,
representations, warranties and each other provision set forth in this
Exchange and Registration Rights Agreement or made pursuant hereto shall
remain in full force and effect regardless of any investigation (or
statement as to the results thereof) made by or on behalf of any holder
of Transfer Restricted Securities, any director, officer or partner of
such holder, any agent or underwriter or any director, officer or partner
thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Transfer Restricted Securities
pursuant to the Purchase Agreement and the transfer and registration of
Transfer Restricted Securities by such holder and the consummation of an
Exchange Offer.

(f) LAW GOVERNING.  THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.


(g) Headings.  The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Exchange
and Registration Rights Agreement and shall not affect in any way the
meaning or interpretation of this Exchange and Registration Rights
Agreement.

(h) Entire Agreement; Amendments.  This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which
form a part hereof contain the entire understanding of the parties with
respect to its subject matter.  This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter.  This Exchange and Registrat-
ion Rights Agreement may be amended and the observance of any term of
this Exchange and Registration Rights Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company
and the holders of at least a majority in aggregate principal amount of
the Transfer Restricted Securities at the time outstanding.  Each holder
of any Transfer Restricted Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant
to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Transfer Restricted
Securities or is delivered to such holder.


(i) Counterparts.  This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all
such respective counterparts shall together constitute one and the same
instrument.


IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date referred to above.



          EXODUS COMMUNICATIONS, INC.


          By: /s/ Richard S. Stoltz

               Name:

              Title:


          INITIAL PURCHASER


          GOLDMAN, SACHS & CO.


           By: /s/  GOLDMAN, SACHS & CO.

                Name:
                Title:



<PAGE>

                                                            Exhibit A



                            EXODUS COMMUNICATIONS, INC.


                        INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                      URGENT - IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: [DATE] /


The Depository Trust Company ("DTC") has identified you as a
DTC Participant through which beneficial interests in the Exodus
Communications, Inc. (the "Company") 11 1/4% Senior Notes due 2008 (the
"Securities") are held.

The Company is in the process of registering the Securities
under the Securities Act of 1933 for resale by the beneficial owners
thereof.  In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice
of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities
receive a copy of the enclosed materials as soon as possible as their
rights to have the Securities included in the registration statement
depend upon their returning the Notice and Questionnaire by [DEADLINE FOR
RESPONSE].  Please forward a copy of the enclosed documents to each
beneficial owner that holds interests in the Securities through you.  If
you require more copies of the enclosed materials or have any questions
pertaining to this matter, please contact Exodus Communications, Inc.,
2650 San Tomas Expressway, Santa Clara, CA 95051, Attention:  General
Counsel, (408) 346-2200.

        Exodus Communications, Inc.


        Notice of Registration Statement
        and
        Selling Securityholder Questionnaire


        (Date)


Reference is hereby made to the Exchange and Registration
Rights Agreement (the "Exchange and Registration Rights Agreement")
between Exodus Communications, Inc. (the "Company") and the Initial
Purchaser named therein.  Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities
and Exchange Commission (the "Commission") a registration statement on
Form [___] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the
"Act"), of the Company's 11 1/4% Senior Notes due 2008 (the "Securities").
A copy of the Exchange and Registration Rights Agreement is attached
hereto.  All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Transfer Restricted Securities (as
defined below) is entitled to have the Transfer Restricted Securities
beneficially owned by it included in the Shelf Registration Statement.
In order to have Transfer Restricted Securities included in the Shelf
Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address
set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE].
Beneficial owners of Transfer Restricted Securities who do not complete,
execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration
Statement and (ii) may not use the Prospectus forming a part thereof for
resales of Transfer Restricted Securities.

Certain legal consequences arise from being named as a
selling securityholder in the Shelf Registration Statement and related
Prospectus.  Accordingly, holders and beneficial owners of Transfer
Restricted Securities are advised to consult their own securities law
counsel regarding the consequences of being named or not being named as a
selling securityholder in the Shelf Registration Statement and related
Prospectus.

The term "Transfer Restricted Securities" is defined in the
Exchange and Registration Rights Agreement.



        ELECTION

The undersigned holder (the "Selling Securityholder") of
Transfer Restricted Securities hereby elects to include in the Shelf
Registration Statement the Transfer Restricted Securities beneficially
owned by it and listed below in Item (c).  The undersigned, by signing
and returning this Notice and Questionnaire, agrees to be bound with
respect to such Transfer Restricted Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and
Registration Rights Agreement, including, without limitation, Section 6
of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.

Upon any sale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, the Selling Securityholder will be
required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Exchange
and Registration Rights Agreement.

The Selling Securityholder hereby provides the following
information to the Company and represents and warrants that such
information is accurate and complete:


        QUESTIONNAIRE

(a)     Full Legal Name of Selling Securityholder:



(i)     Full Legal Name of Registered Holder (if not the same as in
(a) above) of Transfer Restricted Securities Listed in Item
(c) below:



(ii)    Full Legal Name of DTC Participant (if applicable and if not
the same as (a) above)  Through Which Transfer Restricted
Securities Listed in Item (c) below are Held:



(b)     Address for Notices to Selling Securityholder:







Telephone:

Fax:

Contact Person:


(c)     Beneficial Ownership of Securities:

Except as set forth below in this Item (c), the undersigned does
not beneficially own any Securities.

(i)     Principal amount of Transfer Restricted Securities
beneficially owned:

CUSIP No(s).  of such Transfer Restricted Securities:

(ii)    Principal amount of Securities other than Transfer Restricted
Securities beneficially owned:


CUSIP No(s).  of such other Securities:

(iii)   Principal amount of Transfer Restricted Securities which the
undersigned wishes to be included in the Shelf Registration
Statement:

CUSIP No(s).  of such Transfer Restricted Securities to be
included in the Shelf Registration Statement:


(d)     Beneficial Ownership of Other Securities of the Company:

Except as set forth below in this Item (d), the undersigned Selling
Securityholder is not the beneficial or registered owner of any other
securities of the Company, other than the Securities listed above in
Item (c).

State any exceptions here:




(e)     Relationships with the Company:

Except as set forth below, neither the Selling Securityholder nor
any of its affiliates, officers, directors or principal equity holders
(5% or more) has held any position or office or has had any other
material relationship with the Company (or its predecessors or
affiliates) during the past three years.

State any exceptions here:




(f)     Plan of Distribution:


Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Transfer Restricted Securities
listed above in Item (c) only as follows (if at all):  Such Transfer
Restricted Securities may be sold from time to time directly by the
undersigned Selling Securityholder or, alternatively, through
underwriters, Broker-Dealers or agents.  Such Transfer Restricted
Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices.  Such sales may
be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation
service on which the Transfer Restricted Securities may be listed or
quoted at the time of sale, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchanges or services or in the over-
the-counter market, or (iv) through the writing of options.  In
connection with sales of the Transfer Restricted Securities or otherwise,
the Selling Securityholder may enter into hedging transactions with
Broker-Dealers, which may in turn engage in short sales of the Transfer
Restricted Securities in the course of hedging the positions they assume.
 The Selling Securityholder may also sell Transfer Restricted Securities
short and deliver Transfer Restricted Securities to close out such short
positions, or loan or pledge Transfer Restricted Securities to Broker-
Dealers that in turn may sell such securities.



State any exceptions here:








By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply,
with the provisions of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the rules and regulations thereunder,
particularly Rule 10b-6.

In the event that the Selling Securityholder transfers all or any
portion of the Transfer Restricted Securities listed in Item (c) above
after the date on which such information is provided to the Company, the
Selling Securityholder agrees to notify the transferee(s) at the time of
the transfer of its rights and obligations under this Notice and
Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to
Items (a) through (f) above and the inclusion of such information in the
Shelf Registration Statement and related Prospectus.  The Selling
Securityholder understands that such information will be relied upon by
the Company in connection with the preparation of the Shelf Registration
Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under
Section 3(d) and (f) of the Exchange and Registration Rights Agreement to
provide such information as may be required by law for inclusion in the
Shelf Registration Statement, the Selling Securityholder agrees to notify
the Company promptly of any inaccuracies or changes in the information
provided herein which may occur subsequent to the date hereof at any time
while the Shelf Registration Statement remains in effect.  All notices
hereunder and pursuant to the Exchange and

Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as
follows:


          (i)     To the Company:

          Exodus Communications, Inc.
          2650 San Tomas Expressway
          Santa Clara, CA 95051
          Attention:  General Counsel
          (408) 346-2200.


          (ii)    With a copy to:

          Fenwick & West, LLP
          Two Palo Alto Square
          Palo Alto, CA 94306
          Attention:  Eileen Duffy Robinett
          (650) 494-0600

Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company's counsel, the terms of this
Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, shall inure to the benefit of and
shall be enforceable by the respective successors, heirs, personal
representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Transfer Restricted Securities
beneficially owned by such Selling Securityholder and listed in Item (c)
above).  This Agreement shall be governed in all respects by the laws of
the State of New York.


IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either
in person or by its duly authorized agent.

Dated:  ________________




Selling Securityholder
(Print/type full legal name of beneficial
owner of Transfer Restricted Securities)



By:
Name:
Title:




PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR
RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:


Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
Attention:  Eileen Duffy Robinett
(650) 494-0600


<PAGE>




                                                                 Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Chase Manhattan Bank and Trust Company,
 National Association
Exodus Communications, Inc.
c/o Chase Manhattan Bank and Trust Company,
 National Association
101 Barclay Street
Floor 21 West
New York, NY 10286

Attention:  Trust Officer

Re:     Exodus Communications, Inc. (the "Company")
        11 1/4% Senior Notes due 2008


Ladies and Gentlemen:

Please be advised that _____________________ has transferred
$___________ aggregate principal amount of the above-referenced Notes
pursuant to an effective Registration Statement on Form [___] (File No.
333-____) filed by the Company.

We hereby certify that the prospectus delivery requirements,
if any, of the Securities Act of 1933, as amended, have been satisfied
and that the above-named beneficial owner of the Notes is named as a
"Selling Holder" in the Prospectus dated ___________, 199_ or in
supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner's
name.

Dated:
Very truly yours,


________________________
(Name)


By:________________________

   (Authorized Signature)

/     Not less than 28 calendar days from date of mailing.