EXHIBIT 10.51

                            CAPACITY SALES AGREEMENT

This Agreement is made and entered into this 23rd day of February, 1999 
between MFS CABLECO (BERMUDA) LIMITED, a Bermuda company and affiliate 
of WorldCom Technologies, Inc., having its registered office at 
Clarendon House, Church Street, Hamilton, HMCX 12, Bermuda 
("Cableco"), and EXODUS COMMUNICATIONS, INC., a Delaware corporation 
located at 2831 Mission College Boulevard, Santa Clara, California 
95054 ("Customer").

                                  R E C I T A L S:

A.      Cableco has an ownership interest in capacity on the 
transatlantic fiber optic submarine and terrestrial cable network owned 
and operated by Gemini Submarine Cable System Limited ("Gemini") which 
runs between London, England and New York, New York, and which consists 
of the Backhaul and the Gemini System (as such terms are hereinafter 
defined) (the "Gemini Network").

B.      Customer desires to purchase from Cableco, and Cableco is willing 
to grant to Customer, an indefeasible right of use ("IRU") in a unit 
of capacity equal to STM-1 (the "Capacity") on all or a segment of the 
Gemini Network for the System Lifetime (as hereafter defined).

C.      Cableco and Customer (hereinafter referred to as the "Parties", 
and each as a "Party") desire to enter into this Agreement to set 
forth the terms and conditions under which the IRU in the Capacity will 
be granted to Customer.

NOW, THEREFORE, in consideration of the mutual covenants expressed 
herein and for other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the Parties covenant and 
agree with each other as follows:

1.      Definitions.  Unless otherwise defined in this Agreement, the 
following capitalized terms used in this Agreement shall have the 
applicable meaning set forth below and in Schedule 1 attached hereto 
and incorporated by reference herein.  To the extent that any 
definition set forth in this Agreement for any capitalized term is 
different from the definition for such term set forth in the C&MA, the 
definition set forth in this Agreement shall apply.

1.1     "Agreement" means this agreement together with the Schedule(s) 
specifically referenced herein and attached hereto.

1.2     "Backhaul" means, the indefeasible right of use granted by a 
Backhaul Provider to Gemini for capacity in all that plant and 
equipment and all those facilities required to connect a US or UK 
System Interface Point (excluding such System Interface Point) to its 
respective Backhaul Interface Point (including such Backhaul Interface 
Point).  The US and UK Backhauls shall comprise the following:

1.2.1   US BACKHAUL

"US Backhaul" means the indefeasible right of use granted by the US 
Backhaul Provider to Gemini for capacity in all that plant and 
equipment and all those facilities necessary to provide redundant, 
protected two-way digital communications between and from the US System 
Interface Points (excluding such System Interface Points) to the US 
Backhaul Interface Points (and shall include such US Backhaul Interface 
Points).

1.2.2   UK BACKHAUL

"UK Backhaul" means the indefeasible right of use granted by the UK 
Backhaul Provider to Gemini for capacity in all that plant and 
equipment and all those facilities necessary to provide redundant, 
protected two-way digital communications between and from the UK System 
Interface Points (excluding such System Interface Points) to the UK 
Backhaul Interface Points (including such Backhaul Interface Points).

1.3     BACKHAUL INTERFACE POINT

        "Backhaul Interface Point" means a point at which a Carrier User 
may interconnect with the Backhaul to access the Gemini Network.

1.4     BACKHAUL PROVIDER

        "Backhaul Provider" means collectively, the US Backhaul Provider 
and the UK Backhaul Provider.

1.5     "IC&MA" means the Construction, Operation and Maintenance 
Agreement dated October 8, 1998, herewith and attached hereto as 
Schedule 1, as may be amended from time to time in accordance with its 
terms.

1.6     "FCC" means the United States Federal Communications Commission.

        1.7     "Gemini System" means all plant and equipment between and 
including the System Interface Points consisting of two transatlantic 
fiber optic systems between the US and UK (each consisting of two 
optical fiber pairs), interconnected at each end by an lntedink between 
the Cable Station at such end, all of which will be operated in a 
redundant loop configuration.  Gemini System will constitute a part of 
the Gemini Network (as defined on Schedule 1).

        1.8     "Granting Date" means the date upon which Customer shall 
have both
received notice from Cableco of Capacity availability in accordance 
with Subsection 2.3; and (ii) paid Cableco the Granting Price (as 
hereafter defined) in full.

        1.9     "Hand-off Points" means the points between which the 
Capacity shall be provided.  More particularly these are the STM-1 
electrical interfaces on the Gemini add drop mulitplexer forming part 
of the Gemini digital distribution frame located at 60 Hudson Street, 
New York City, NY, US and at Aylesbury Street, London, UK.

        1.10    "IRU" means the "indefeasible right of use" of a unit of 
capacity on the Gemini Network (or portion thereof for the System 
lifetime.

        1.11    "Network Ready for Customer Service Date" or "RFCS Date" 
means the date on which the first portion of the Gemini Network (i.e., 
the southern submarine cable route linking Porthcurno, United Kingdom 
to Manasquan, New Jersey, together with associated Backhaul system 
linking Porthcurno and London in the UK and Manasquan, New Jersey and 
New York, New York in the US) is ready for the provision of commercial 
services from London, England to New York, New York, as certified by 
Gemini, being 28 February 1998.

        1.12    "Network Ready for Service Date" of "RFS Date" means the 
date on which the complete Gemini Network (including all associated 
Backhaul systems) is ready for the provision of commercial services 
from London, England to New York, New York, as certified by Gemini.

        1.13    "Restoration Charges" means the charges payable by 
Customer to Cableco to restore the Capacity on another cable system.

        1.14    "STM-1" means a l55.22OMbps/sec both way digital line 
section passing between two System Interface Points, together with the 
interconnection interfaces pertaining thereto, in accordance with ITU-
TS recommendations.

        1.15    "System Interface Points" means a point at which the 
Gemini System may be interconnected with the Backhaul or the networks 
of a Carrier User or other backhaul provider and shall be located at 
digital distribution frame, or equivalent equipment, associated with 
the Gemini System at a Cable Station.

        1.16    "System Lifetime" means the lifetime of the Gemini Network 
from the RFCS Date until the Gemini Network is retired in accordance 
with this C&MA.

2.      Grant of IRU.

        2.1     In consideration for the payment by Customer to Cableco of 
the Granting Price and the O&M Costs, Cableco grants to Customer 
effective as of the Granting Date an IRU in the Capacity, subject to 
the terms and conditions set forth in this Agreement.

        2.2     The Capacity shall be provided between the Hand-off Points, 
and shall be presented to Customer via WorldCom leased access circuits 
as set forth below.  The provision of the aforementioned leased 
circuits from the Hand-off Points to Customer's premises by Cableco 
shall be subject to WorldCom Technologies, Inc.'s standard terms and 
conditions as set forth in the WorldCom Capacity Access Service 
Agreement, copy of which is attached hereto as Schedule 2.

        2.3     Cableco shall use commercially reasonable efforts to make 
the Capacity available to Customer by March 31, 1999 (the "Capacity 
Request Date").  Cableco shall, upon its making the Capacity available 
to Customer in accordance with this Subsection 2.3, demonstrate to the 
reasonable satisfaction of Customer the performance of such Capacity 
against testing criteria (to be determined in Cableco's sole 
discretion) to be provided by Cableco.  In the event Customer makes use 
of the Capacity prior to the Capacity Request Date, it shall be deemed 
to have acknowledged that availability of such Capacity and to have 
delivered a notice to Cableco on such date.

        2.4     Customer acknowledges that Gemini may from time to time 
require use of the Capacity for the purpose of conducting tests, 
adjustments and work and Customer shall make the Capacity available to 
Gemini (or to its subsidiaries or agents) for such purpose, at such 
times as may be necessary for such Capacity to be maintained in 
efficient working order.  In the event Gemini shall require access to 
the Capacity as described in this Subsection 2.4, Cableco shall provide 
written notice (the "Test Notice") to Customer as soon as commercially 
reasonable, but in no event will the notice be less than 5 business 
days.  In the event that delivery of the Test Notice is not 
commercially reasonable, Cableco shall contact Customer by telephone at 
such location as Customer may from time to time notify Cableco in 
writing immediately prior to the commencement of any such tests, 
adjustments or work.  All such tests, adjustments or work shall be 
performed at such times and in such manner as shall minimize or prevent 
any interruption in or interference with the Capacity.

        2.5     The communications capability and efficiency of any 
Capacity may be optimized by Customer by the use of equipment, provided 
that the use and operation of such equipment by Customer or any person 
or entity claiming through or under Customer shall not (i) cause any 
interruption of, or interference to, the use of any other capacity on 
the Gemini Network, (ii) prevent the use of similar equipment by other 
owners or operators of the Gemini Network, (iii) impair privacy of any 
communications over such facilities, (iv) cause damage to any plant or 
equipment, or (v) create hazards to employees, affiliates or connecting 
companies of Cableco, Customer, or any other user, owner or operator of 
the Gemini Network or the public; and provided, further, that Customer 
shall indemnify Cableco in connection with the use of any such 
equipment by Customer or any person or entity claiming through or under 
Customer in accordance with the provisions of Subsection 2.5. Such 
equipment, if used, shall not constitute a part of the Gemini Network.  
In addition, Customer shall bear the cost of any additional protective 
apparatus reasonably required to be installed because of the use of 
such facilities by Customer, any lessees of Customer, or any customer 
or customers of Customer or of any such lessee.  Customer shall, in any 
agreements with third parties for the sale of any interests in the 
Capacity, include in such agreements provisions substantially in the 
form of those contained in this Subsection 2.5.

3.      Payment for IRU.

        3.1     In consideration for the grant to Customer of an IRU in the 
Capacity,
Customer shall pay to Cableco *** (the "Granting Price").  The 
Granting
Price shall be payable as follows:

                (i)     Fifty percent (50%) payable within thirty (30) days 
following execution of this Agreement;

                (ii)    With the remaining fifty percent (50%) payable within 
thirty (30) days following the date on which Cableco notifies Customer 
that the Capacity is available to Customer.

        3.2     In addition to the Granting Price described in Subsection 
3.1 above, Customer shall be liable for those costs reasonably incurred 
by or on behalf or Gemini in connection with the operation, maintenance 
and repair of the Gemini Network as described in more detail in the 
C&MA (the "O&M Costs").  The O&M costs consist of ***.  The Annual 
Charge shall be due on the Granting Date and the anniversary of each 
date thereafter.  The Restoration Charge shall be due within thirty 
(30) days following receipt of a Cableco invoice for any restoration 
incident.

        3.3     All payments made by Customer under this Agreement shall be 
made without any deduction or withholding for or on account of any tax, 
duty or other charges of whatever nature imposed by any taxing or 
governmental authority (collectively, "Taxes").  If Customer is 
required by law to make any deduction or withholding from any payment 
due hereunder to Cableco then, notwithstanding anything to the contrary 
contained in this Agreement, the gross amount payable by Customer to 
Cableco will be increased so that, after any such deduction or 
withholding for Taxes, the net amount received by Cableco will not be 
less than Cableco would have received had no such deduction or 
withholding been required.  Customer acknowledges and understands that 
Cableco computes all charges herein exclusive of any applicable 
foreign, VAT, federal, state or local use, excise, gross receipts, 
sales and privilege taxes, duties, fees or similar liabilities (other 
than general income or property taxes), whether charged to or against 
Cableco or Customer because of the Service furnished to Customer 
("Additional Charges").  Customer shall pay such Additional Charges in 
addition to all other charges provided for herein.

        3.4     If payment is not received by Cableco on or before the 
applicable due date, Customer shall, on five (5) business days' notice 
from Cableco, also pay a late fee in the amount of the lesser of one 
and one-half percent (1 1/2%) of the unpaid balance of the applicable 
charge, or, the maximum lawful rate under applicable state law.

        3.5     Cableco shall render invoices under this Agreement in U.S. 
dollars, and Customer shall pay the amounts due in U.S. dollars.  
Customer shall make said payments to Cableco in immediately available 
funds.

***Confidential treatment has been requested for certain portions of 
this document. Such omitted portions have been filed separately with 
the Securities and Exchange Commission.

3.6     Invoices shall be deemed to have been accepted by Customer if it 
does not present a written objection to Cableco on or before the date 
when payment is due.  If such objection is made, Customer shall pay the 
undisputed portion of such invoice and the Parties shall make all 
reasonable efforts to resolve such dispute promptly.

4.      Operation and Maintenance.

        4.1     Cableco shall furnish the Capacity to Customer and maintain 
the Capacity in accordance with the terms of the C&MA.

        4.2     In the event that the Capacity and any in-system 
restoration shall become unavailable during the System Lifetime and 
restoration facilities are available to Gemini on another cable system, 
Gemini shall arrange restoration of the Capacity and Customer shall pay 
the Restoration Charges therefor.  In the event Customer notifies 
Cableco in writing that it shall not require restoration of the 
Capacity, Cableco shall not be obliged to procure the restoration of 
the Capacity and Customer shall not be liable for payment of the 
Restoration Charges therefor.

5.      Representations, Warranties and Covenants.

        5.1     Customer hereby represents to, warrants and covenants with 
Cableco as
follows:

                (a)     Customer is a Delaware corporation, duly organized 
and validly existing under the laws of its state or jurisdiction of 
organization and has the requisite authority to execute this Agreement 
and to perform its obligations hereunder.

                (b)     This Agreement constitutes a valid and binding 
obligation of Customer, enforceable against Customer in accordance with 
its terms.

                (c)     There are not pending, or, to Customer's knowledge, 
any threatened claims, actions, suits, audits, investigations or 
proceedings by or against Customer which could have a material adverse 
effect on Customer's ability to perform its obligations under this 
Agreement.

                (d)     To the best of Customer's present knowledge, Customer 
has obtained and shall maintain in good standing, all such consents, 
approvals, licenses, permits and other approvals, both governmental and 
private, as may be required, at the time of performance, to permit 
Customer to perform its obligations under this Agreement and to acquire 
and use the Capacity.  In the event Customer learns of any such 
consents, approvals, licenses, permits or other approvals, governmental 
or private, as may be required, Customer shall obtain and thereafter 
shall maintain in good standing, all such consents, approvals, 
licenses, permits and other approvals, both governmental and private, 
as may be required, at the time of performance, to permit Customer to 
perform its obligations under this Agreement and to acquire and use the 
Capacity.

                (e)     Customer is a "Carrier User" within the meaning of 
that term as it is used in the C&MA.

                (f)     Customer shall perform its obligations under this 
Agreement and use the Capacity in a manner consistent with applicable 
law, and shall not use, or permit the Capacity to be used, for any 
illegal purpose or in any other unlawful manner.

                (g)     Customer shall not create or permit to exist, any 
liens, encumbrances or charges to be placed upon the Capacity or 
Customer's rights under this Agreement other than liens, encumbrances 
or charges of financial institutions or others against Customer's 
assets generally in connection with financing arrangements by Customer.

                (h)     Customer shall use the Capacity and shall cause all 
other persons using the Capacity to use the Capacity in such a manner 
so as not to cause any interruption of, or interference to, the Gemini 
Network, or the use of any other capacity on the Gemini Network.

        5.2     Cableco hereby represents to, warrants and covenants with 
Customer as
follows:

                (a)     Cableco is a Bermuda company, duly organized and 
validly existing under the laws of Bermuda and has the requisite 
authority to execute this Agreement and to perform its obligations 
hereunder.

                (b)     This Agreement constitutes a valid and binding 
obligation of Cableco, enforceable against Cableco in accordance with 
its terms.

                (c)     There are no pending, or, to Cableco's knowledge, 
threatened claims, actions, suits, audits, investigations or 
proceedings by or against Cableco which could have a material adverse 
affect on Cableco's ability to perform its obligations under this 
Agreement.

                (d)     Cableco has obtained or shall obtain and shall 
maintain in good standing, all necessary consents, approvals, licenses, 
permits and other approvals, both governmental and private, as are 
necessary to permit Cableco to perform its obligations under this 
Agreement.

                (e)     Cableco shall not create or permit to exist, any 
liens, encumbrances or charges to be placed upon the Capacity or 
Cableco's rights under this Agreement other than liens, encumbrances or 
charges of financial institutions or others against Cableco's assets 
generally in connection with financing arrangements by Cableco.

                (f)     Cableco shall perform its obligations under this 
Agreement in a manner consistent with applicable law.

6.      Default.

        6.1     In the event Customer (i) fails to make any payment under 
this Agreement when due, (ii) fails to perform any of its material 
obligations under this Agreement, or (iii) is otherwise in breach of 
any material representation, warranty, covenant or other obligation 
under this Agreement, which event remains uncured for a period of 
thirty (30) days following receipt by Customer of written notice of any 
such breach or failure, Cableco shall be entitled upon ten (10) 
business days' written notice to Customer to terminate this Agreement 
and to reclaim the IRU granted hereunder, and shall be relieved of any 
liability to Customer due to such termination and reclamation.

        6.2     In the event Cableco (i) fails to perform any of its 
material obligations under this Agreement, or (ii) is otherwise in 
breach of any material representation, warranty, covenant or other 
obligation under this Agreement, which event remains uncured for a 
period of thirty (30) days following receipt by Cableco or written 
notice of any such breach or failure, Customer shall be entitled, upon 
ten (10) business days' written notice to Cableco to terminate this 
Agreement and shall be relieved of any liability to Cableco due to such 
termination.  In the event Customer terminates this Agreement in 
accordance with this Subsection 6.2, Cableco shall be entitled to 
reclaim the IRU granted hereunder and, if Cableco so reclaims the IRU 
granted hereunder, Cableco shall make payment to Customer of a 
proportion of the Granting Price appropriately pro rated according to 
the following schedule:

        Termination Date                 Portion of Granting Price to  Be
                                                    Reimbursed

        0-1 year after Granting Date                       ***
        1-2 years after Granting Date                      ***
        2-3 years after Granting Date                      ***
        3-4 years after Granting Date                      ***
        4-5 years after Granting Date                      ***
        5+ years after Granting Date                       ***

        In addition, in the event Cableco reclaims the IRU in accordance 
with this Subsection 6.2, Cableco shall refund Customer an amount equal 
to the product of the O&M Costs paid by Customer at the beginning of 
the year of such termination, multiplied by the number of months 
remaining in the contract year (measured from the anniversary of the 
Granting Date), divided by twelve (12).

        6.3     Either Party shall be entitled to terminate this Agreement 
by written notice to the other Party in the event that the other Party 
shall be dissolved or go into liquidation (other than for the purposes 
of reconstruction or amalgamation), bankruptcy or insolvency, including 
(i) the filing of a voluntary or involuntary petition seeking 
liquidation, reorganization, arrangement or a readjustment in any form, 
of its debts under any federal or state bankruptcy insolvency or 
similar law with involuntary petitions not canceled or withdrawn with 
forty-five (45) days' of filing thereof; of (ii) the making of any 
assignment for the benefit of its creditors.


***Confidential treatment has been requested for certain portions of 
this document. Such omitted portions have been filed separately with 
the Securities and Exchange Commission.

6.4     This Agreement shall terminate in the event of: (i) any final 
action by the FCC or other applicable regulatory or governmental 
authority directing either Party or Gemini to terminate this Agreement 
or declaring that this Agreement is in any way inconsistent with FCC 
rules or other applicable laws, rules and regulations, or (ii) upon the 
expiration or earlier revocation of any license granted to either Party 
by a regulatory or governmental authority and required by such Party to 
authorize its use of the Gemini Network in accordance with the terms of 
this Agreement.  ***

        6.5     The exercise by either Party of its rights under this 
Section 6 shall be without prejudice to any and all rights and legal 
and equitable remedies which such Party may have under this Agreement 
or otherwise (including its rights and remedies to enforce the other 
Party's obligations under this Agreement).

7.      Limited Liability; General Indemnity; Reimbursement.

        7.1     IN NO EVENT SHALL EITHER PARTY HERETO OR ITS AFFILIATES BE 
LIABLE TO THE OTHER PARTY (OR ANY PERSON OR ENTITY CLAIMING THROUGH OR 
UNDER SUCH PARTY, DIRECTLY OR INDIRECTLY) FOR ANY INDIRECT, SPECIAL, 
INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING WITHOUT 
LIMITATION, LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS, LOSS OF 
GOODWILL OR LOSS OF PROFITS ARISING IN ANY MANNER FROM THIS AGREEMENT 
AND THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, 
INCLUDING WITHOUT LIMITATION, ANY DAMAGE SUSTAINED BY REASON OF ANY 
DELAY IN COMMENCING, OR ANY FAILURE IN OR BREAKDOWN OF THE GEMINI 
NETWORK OR ANY FACILITIES ASSOCIATED WITH THE GEMINI NETWORK, OR FOR 
ANY INTERRUPTION OF SERVICE WHATSOEVER, EVEN IF SUCH PARTY OR ITS 
AGENTS WERE AWARE OF THE POSSIBILITY OF SUCH LOSSES.

        7.2     In the event parties other than Customer (e.g., Customer's 
affiliates and/or Customer's end users) shall have use of the Service 
through Customer, then Customer agrees to forever indemnify and hold 
Cableco and its affiliated companies harmless from and against any and 
all claims, demands, suits, actions, losses, damages, assessments or 
payments which those parties may assert arising out of or relating to 
any defect in the Service.

        7.3     The Parties agree to reimburse the other Party for all 
reasonable costs and expenses incurred by the other party due to such 
Party's direct participation (either as a party or witness) in any 
administrative, regulatory or criminal proceeding concerning the other 
party if such Party's involvement in said proceeding is based solely on 
any issue or provision of Services arising out of this Agreement.


***Confidential treatment has been requested for certain portions of 
this document. Such omitted portions have been filed separately with 
the Securities and Exchange Commission.

8.      Force Majeure.  Except as otherwise specifically provided for in 
this Agreement, Cableco's performance shall be excused and it shall not 
be liable to Customer or any other person, firm or entity for any 
failure of performance hereunder if such failure is due to any cause or 
causes beyond the reasonable control of Cableco.  Such causes shall 
include, without limitation, acts of God, fire, explosion, vandalism, 
cable cut, storm or other similar occurrence, any law, order, 
regulation, direction, action or request of the United States 
government or of any other government or of any civil or military 
authority, national emergencies, insurrections, dots, wars, strikes, 
lockouts or work stoppages or other labor difficulties, supplier 
failures, shortages, breaches or delays.

9.      Relationship of Parties.  The relationship of the Parties hereto 
shall not be that of partners and shall be limited to the express 
provisions of this Agreement.  Nothing herein contained shall be deemed 
to constitute a partnership between them or to merge their assets or 
their fiscal or other liabilities or undertakings, nor shall it allow a 
Party to act as an agent of the other party.

10.     Severability.  It any provision of this Agreement is found by an 
appropriate judicial or regulatory authority to be void or 
unenforceable, such provision shall be deemed to be deleted from this 
Agreement and the remaining provisions shall continue in full force and 
effect.

11.     Headings; References.  Headings are inserted for convenience only 
and shall
not affect the interpretation of this Agreement.  References to 
Sections, Subsections and Schedules are to references to Sections, 
Subsections and Schedules to this Agreement.  Unless the context 
otherwise requires, words importing the singular number shall include 
the plural and vice versa.  Unless the context otherwise requires, 
references to a person include an individual, firm, body, corporation, 
unincorporated association and government or governmental, semi-
governmental or local authority or agency.

12.     Assignment.  Customer shall not assign or transfer its rights or 
obligations under this Agreement without the prior written consent of 
Cableco.  Any assignment or transfer without such consent shall be 
void.

13.     Increase or Decrease in Design Capacity.

        13.1    Customer acknowledges that Gemini may increase, at its own 
cost and expense, the initial design capacity of the Gemini Network.

        13.2    Customer acknowledges that in the event the capacity that 
the Gemini Network is capable of providing at the RFS Date is less than 
the aggregate amount of capacity purchased by all purchasers of 
capacity on the Gemini Network, or in the event the capacity that the 
Gemini Network is capable of providing is reduced below the aggregate 
level of capacity purchased by all carrier users at any time during the 
System Lifetime for any cause outside Gemini's reasonable control, the 
available capacity shall be assigned to all purchasers of capacity on 
the Gemini Network in proportion to their respective shares of the 
purchased capacity.  In case of such capacity reduction the O&M Costs 
payable by each Customer shall be recomputed.  In such event, Customer 
shall have the right to terminate this Agreement on not less than one 
hundred eighty (180) days notice to Cableco, unless Cableco is able to 
restore full Capacity to Customer within that one hundred eighty day 
(180) period.

14.     Continuation of Obligations.

        14.1    Upon any termination of this Agreement in accordance with 
Section 6, the rights and obligations of Customer in the IRU granted to 
it hereunder shall terminate in accordance with the terms of this 
Agreement.

        14.2    Termination of this Agreement shall not operate as a waiver 
by either Party of any breach of the provisions hereof and shall be 
without prejudice to the rights or remedies of either Party which may 
arise as a consequ6nce of such breach or which may have accrued 
hereunder up to the date of such termination.

15.     Governing Law and Arbitration.  This Agreement shall be construed 
under the laws of the State of New York without regard to choice of law 
principles,

        Any dispute relating to this Agreement or its subject matter - 
including disputes as to validity, performance, breach, or termination 
-- which cannot be settled by negotiation, shall be submitted to 
binding arbitration in accordance with the Arbitration Rules of the 
United Nations Commission on International Trade Law ("UNCITRAL 
Rules") as in force on the date of commencement of arbitration, and as 
modified by this Arbitration Clause.  Claims alleging violations of the 
telecommunications laws of the United States of America, however, shall 
be brought solely before the United States Federal Communications 
Commission.

        ADR Associates shall serve as both the appointing authority and 
the administering body under the UNCITRAL Rules.  ADR Associates shall 
appoint a single arbitrator of a nationality other than the 
nationalities of the parties.  All arbitration proceedings shall be 
conducted in English.  The place of arbitration shall be Bermuda.  
Neither the parties, nor the arbitrator, nor ADR Associates shall 
disclose the existence, content, or results of any arbitration except 
with the prior written consent of both parties.  The law governing the 
arbitration proceedings shall be the Bermuda International Conciliation 
and Arbitration Act 1993.

        The arbitrator shall abide by the rules of Ethics for 
International Arbitrators established by the International Bar 
Association.  The arbitrators authority to grant relief is subject to 
the terms of this Arbitration Clause, the terms of the Agreement, and 
the law governing the Agreement.  The arbitrator shall have no 
authority to award exemplary, punitive, or treble damages.

        Each party shall pay one half the costs of the arbitration (as 
defined in Article 38, UNCITRAL Rules), except that each party shall 
pay the expenses it incurs for its own legal representation and 
assistance.  Judgment on the award may be entered in any court of 
competent jurisdiction.  The post-award proceedings shall be governed 
by the Convention on Recognition and Enforcement of Foreign Arbitral 
Awards of 1958 (the "New York Convention").  The validity and 
construction of this Arbitration Clause shall be governed by the law of 
the State of New York, U.S.A., without regard to its conflict of laws 
rules.

16.     Successors and Assigns.  This Agreement and all the provisions 
hereof shall be binding upon and insure to the benefit of the Parties 
hereto and their respective successors and permitted assigns.

17.     Waiver.  The waiver by any Party, in whole or in part, of a 
breach of or a default under any of the provisions of the Agreement, or 
the failure, in whole or in part, of any Party, upon one or more 
occasions, to enforce any of the provisions of this Agreement or to 
exercise any right or privilege hereunder shall not thereafter be 
construed as a waiver of any subsequent breach or default of a similar 
nature or as a waiver or any such provision, right or privilege 
hereunder.

18.     Counterparts.  This Agreement may be executed in counterparts, 
each of which when executed and delivered shall be deemed an original.  
Such counterparts shall together (as well as separately) constitute one 
and the same instrument.

19.     Notices.  Notices under this Agreement shall be in writing and 
delivered to the person identified below at the offices of the parties 
as they appear below or as otherwise provided for by proper notice 
hereunder.  Notices under this Agreement shall be transmitted via 
facsimile, overnight courier, hand delivery or certified or registered 
mail, postage prepaid and return receipt requested.  Customer shall 
notify Cableco in writing if Customers billing address is different 
than the address shown below.  The effective date for any notice under 
this Agreement shall be the date of actual receipt of such notice by 
the appropriate party, notwithstanding the date of mailing.

        If to Cableco:          MCI WorldCom
                                500 Clinton Center Drive
                                Building 4, 4th Floor
                                Clinton, MS 39056
                                Fax:  601-460-8442
                                Attn:  Marketing, Contract Administration

        If to Customer: Exodus Communications, Inc.
                                2831 Mission College Blvd.
                                Santa Clara, California  95054
                                Fax:  408-346-2420
                                Attn:  VP Engineering

        With Copy to:           Exodus Communications, Inc.
                                2831 Mission College Blvd.
                                Santa Clara, California 95054
                                Attn:   General Counsel

20.     Partial Invalidity; Government Action.

        20.1    If any part of any provision of this Agreement or any other 
agreement, document or writing given pursuant to or in connection with 
this Agreement shall be invalid or unenforceable under applicable law, 
rule or regulation, that part shall be ineffective to the extent of 
such invalidity only, without in any way affecting the remaining parts 
of that provision or the remaining provisions of this Agreement.  In 
such event, Customer and Cableco will negotiate in good faith with 
respect to any such invalid or unenforceable part to the extent 
necessary to render such part valid, enforceable, and capable of 
accomplishing the lawful objectives and intent of the parties.

        20.2    Upon thirty (30) days prior notice, either party shall have 
the right, without liability to the other, to cancel an affected 
portion of the Service if any material rate or term contained herein 
and relevant to the affected Service is substantially changed (to the 
material detriment of the terminating party) or found to be unlawful or 
the relationship between the parties hereunder is found to be unlawful 
by order of the highest court of competent jurisdiction to which the 
matter is appealed, the FCC, or other local, state or federal 
government authority of competent jurisdiction.

21.     Exclusive Remedies.  Except as otherwise specifically provided 
for herein, the remedies set forth in this Agreement comprise the 
exclusive remedies available to either party at law or in equity.

22.     Use of Service.

        22.1    Under the terms and conditions of this Agreement, Cableco 
will provide the Capacity specified therein to Customer upon condition 
that the Capacity shall not be used for any unlawful purpose.  The 
provision of Capacity will not create a partnership or joint venture 
between the parties or result in a joint communications service 
offering to any third parties, and Cableco and Customer agree that this 
Agreement, to the extent it is subject to FCC regulation, is an inter-
carrier agreement which is not subject to the filing requirements of 
Section 21 1 (a) of the Communications Act of 1934 (47 U.S.C.   21 1 
(a)) as implemented in 47 C.F.R.   43.51.

        22.2    In consideration of the charges offered to Customer 
hereunder, Customer agrees not to resell the Capacity provided 
hereunder to any third party, and that any such resale shall be 
considered a breach of this Agreement.

23.     Rule of Construction.  No rule of construction requiring 
interpretation against the drafting party hereof shall apply in the 
interpretation of this Agreement.

24.     Confidential Information.

        24.1    The Parties understand and agree that the terms and 
conditions of this Agreement, all documents referenced herein 
(including invoices to Customer for Service provided hereunder), 
communications between the Parties regarding this Agreement or the 
Service to be provided hereunder (including but not limited to price 
quotes to Customer for any Service proposed to be provided or actually 
provided hereunder, technical information, business or marketing plans, 
and customer data), as well as such information relevant to any other 
agreement between the Parties (collectively, "Confidential 
Information"), are confidential as between Customer and Cableco.  
However, this Agreement imposes no obligation upon the receiving party 
with respect to information that (i) was in the receiving party's 
possession before receipt for the disclosing party; (ii) is or becomes 
a matter of public knowledge through no fault of the receiving party; 
(iii) is rightfully received by the receiving party from a third party 
without a duty of confidentiality; or (iv) is independently developed 
by the receiving party.

        24.2    A party shall not disclose Confidential Information unless 
subject to discovery or disclosure pursuant to legal process, nor to 
any other party other than the directors, officers, and employees of a 
party or a party's agents including their respective brokers, lenders, 
insurance carriers or bona fide prospective purchasers who have 
specifically agreed in writing to nondisclosure of the terms and 
conditions hereof.  Any disclosure hereof required by legal process 
shall only be made after providing the non-disclosing party with notice 
thereof in advance so as to permit the non-disclosing party the 
opportunity to seek an appropriate protective order or exemption.  
Violation by a party or its agents of the foregoing provisions shall 
entitle the non-disclosing party, at its option, to obtain immediate 
injunctive relief without a showing of irreparable harm or injury and 
without the necessity of bond.

        24.3    The provisions of this Section 24 will be effective as of 
the date of this Agreement and remain in full force and effect for a 
period which will be the longer of (i) one (1) year following the date 
of this Agreement, or (ii) one (1) year from the termination of all 
Service hereunder.

25.     Press Releases.  The parties agree that any press release, 
advertisement or publication generated by a Party regarding this 
Agreement, the Service provided hereunder or in which a Party desires 
to mention the name of the other Party or the other Party's parent or 
affiliated company(ies), will be submitted to the non-publishing Party 
for its written approval at least five (5) days prior to publication 
unless a shorter period be mutually agreed and evidenced in writing.  
No press release shall be issued regarding this Agreement without the 
other party's written approval.

26.     Entire Agreement.  This Agreement constitutes the complete and 
exclusive statement of the understandings between the parties and 
supersedes all proposals and prior agreements (oral or written) between 
the parties relating to the subject matter of this Agreement.  No 
subsequent agreement between the Parties concerning the Service shall 
be effective or binding unless it is made in writing and subscribed to 
by authorized representatives of Customer and Cableco.

        IN WITNESS WHEREOF, the parties have executed this Capacity Sales 
Agreement on the date written below.

MFS CABLECO (BERMUDA) LTD.       EXODUS COMMUNICATIONS, INC,

By:     /s/ Frank Grillo         By:     /s/ James J. McInerney  

Print Name:     Frank Grillo     Print Name:     James J.  McInerney 

Title:   V.P. Marketing          Title:  EVP, Engineering        


Date:                            Date:   February 17, 1999 


<PAGE>


                                    Schedule I
                                  GEMINI NETWORK
               CONSTRUCTION, OPERATION AND MAINTENANCE ARRANGEMENT
                                     (C&MA)
1.      DEFINITIONS
Definitions shall be as set forth in the Capacity Sales Agreement with 
the following additions:

1.1     BASIC SYSTEM MODULE
"Basic System Module" of the Gemini Network means an STM-1 digital 
line section with interfaced provide in accordance with the appropriate 
ITU-TS Recommendations.

1.2     CABLE STATION
"Cable Station" means a building which houses Gemini System terminal 
equipment at a Gemini System landing point.

1.3     CARRIER USER
"Carrier User" means any entity that is authorized or permitted, under 
the laws of its respective country, to acquire and use submarine cable 
telecommunications serves between or via the US and the UK, and that 
acquires capacity of the Gemini Network for the provision of 
international telecommunication services.

1.4     COUNTRY
"Country" means a country territory or place, as appropriates.

1.5     CSA
"CSA" means in relation to any Carrier User, the capacity sales 
agreement for the grant by Gemini to such Carrier User of capacity on 
the Gemini Network executed between Gemini and such Carrier User.

1.6     FOUNDING PARTY
'"Founding Party" means a shareholder of Gemini.

1.7     GEMINI
"Gemini" means the joint venture formed by the Founding Parties to 
build, own (or obtain indefeasible rights of us in), operate, and 
maintain the Gemini Network..  Gemini has been formed to build, operate 
and maintain the Gemini Network.

1.8     GEMINI NETWORK
"Gemini Network" means the fiber optic submarine and terrestrial cable 
network capable of providing telecommunications services from London, 
England to New York, New York, which network consists of the Backhaul 
and the Gemini System.  Gemini Network is intended to provide digital 
transmission services using fiber optic cable between points in or 
reached via the US and point in or reached via the UK; necessary 
permits, wayleaves and other authorizations in accordance with English 
law are available Cable & Wireless communications limited at UKL 
affiliate of Cable & Wireless PLC (hereinafter the "UK Landing Party") 
to enable the Gemini Network to be installed and operated in the UK, 
and necessary rights of way and permits, licenses and other 
authorizations in accordance with applicable United States federal and 
state law are available to MFS Cable co. (US), Inc.  A Delaware 
corporation, which is an US affiliate of MFS Cable Co (Bermuda) Ltd. 
(hereinafter, the "US Landing Party" to enable the Gemini Network to 
be installed and operated in the US;

1.9     INTERLINK
"Interlink" means the fiber optic capacity connecting the Cable 
Stations at the UIS and UK ends of the Gemini Network (i.e. subsegments 
S3 and S4), respectively.

1.10    ITU-TS
"ITU-TS" means the international Telecommunications Union 
Telecommunications Standardization Sector (Previously referred to as 
CCITT).

1.11    LANDING PARTY
"Landing Party" means an entity that contracts with Gemini to provide 
the use of the permits, wayleaves, right of way and authorizations 
necessary to enable the Gemini System to be installed and operated in 
the US or the UK.

1.12    LANDING STATION SYSTEM MULTIPLEX EEQUIPMENT
"Landing Station System Multiplex Equipment" means any and all 
equipment necessary in each of the Cable Stations required to operate 
and interface at the System digital input-output ports.

1.13    O&M COSTS
"O&M Costs" means those operation, maintenance and repair costs 
associated with, of the Gemini Network as described in Clause 8 hereof

1.14    O&M CONTRACT
"O&M contract" means an agreement providing for the provision of 
material services, or equipment pertaining to the operation, 
maintenance, or report of the Gemini Network.

1.15    TRANSIT CIRCUIT
"transit Circuit" means a circuit conveyed on the Gemini Network but 
which does not terminate in one or both of the UK or US.

1.16    UK BACKHAUL PROVIDER
"UK Backhaul Provider" means Cable and Wireless Communications 
Limited, a company organized under the Laws of England and Wales; or 
such other person as may provide UK Backhaul services to Gemini, from 
time to time.

1.17    USABLE CAPACITY
The "Usable Capacity" of the Gemini Network means the fully restorable 128
Basic System Modules of capacity available for use when the complete 
Gemini Network is available for service and operated as a fully 
redundant, self-restoring 20 Gigabit system.

1.18    US BACKHAUL PROVIDER
"US Backhaul Provider" means MFS Cable Co (US), Inc., a Delaware 
corporation or such other person as may provide US Backhaul services to 
Gemini, from time to time.

2.      GEMINI NETWORK SEGMENTS AND SUBSEGMENTS
The Gemini System, as shown in Diagram 2.2 hereto, shall be provided 
constructed, maintained and operated among the Cable Station in 
Manaquan, New Jersey, US; Porthcurno, UK; Charlestown, Rhode island, 
US; and Oxwich Bay, UK.  The Gemini System shall consist of two fiber 
optic pairs configured to operate in a loop configuration that will 
connect Charlestown and Manasquan in the US with Porthcurno and Oxwich 
Bay in the UK.

2.1     SEGMENTS
Solely for the purposes of identifying capacity utilization, Segments 
A, B, C, D shall each consist of an appropriate share of land and 
building at the specified locations for the cable landing and for the 
cable right-of-way and ducts between the Cable Station and its 
respective landing point, and an appropriate share of common services 
and equipment (other than services and equipment associated solely with 
the Gemini System, and other than Landing Station System Multiplex 
Equipment), or indefeasible rights of use therein, at each of the 
locations.

2.1.1   Segment A
A Cable Station located in Charlestown, Rhode Island, US .

2.1.2   Segment B
A Cable Station located in Manasquan, New Jersey, US.

2.1.3   Segment C
A Cable Station locate din Oxwich Bay, UK

2.1.4   Segment D
A Cable Station located in Porthcurno, UK.

2.2     Segment S
Solely for purposes of identifying capacity utilization, Segment S 
shall consist of the whole of the submarine cable and Interlinks, which 
shall include all submersible cable, plant, equipment and facilities, 
or indefeasible rights of use therein, between and including the System 
Interface Points in the US and UK.  It includes, but is not limited to, 
all necessary submarine and terrestrial cable, cable joints and joint 
housing, repeaters, transmission equipment, power feeding equipment 
(and the associated sea earth cable and electrode system and/or the 
land earth system, or an appropriate share thereof), and special test 
equipment directly associated with the submersible plant, and 
interconnection facilitates, provided, and Including the System 
Interface Points at the Cable Station at Charlestown, Rhode Island, US; 
Manasquan, New Jersey, US, Oxwich Bay; UK and Porthcurno,

2.2.1
Segment A
(Charlestown)

Segment S1
Segment C 
(Oxwich Bay)


Segment
S3

Segment
S4

Segment B
(Manasquan)
Segment S2
Segment D

(Porthcurno)

3.      OBLIGATIONS TO PROVIDE BACKHAUL AND INTERCONNECTION FACILITIES
Gemini shall use its commercially reasonable efforts to ensure for the 
System Lifetime (a) the availability of such Backhaul facilities as may 
be reasonably required to utilize efficiently the Gemini System and 
with inland networks at the Backhaul Interface Points, including all 
necessary facilities to connect the System Interface points and 
Backhaul Interface Points; and (b) the availability of suitable 
connection with the allocated capacity in the Gemini System to allow 
interconnection to the Backhaul and other telecommunications networks 
at the System Interface Points at the STM-1 level.

4.      REDUCTION IN CAPACITY
In the event that the capacity that the Gemini Network is capable of 
providing at the RFS Date is less than the capacity purchased by 
Carrier Users, or in the event that the capacity the Gemini Network is 
capable of providing is reduced below the level purchased by Carrier 
Users at any time during the System Lifetime, due to physical 
deterioration or for any other reason, the available capacity shall be 
assigned to Carrier Users in proportion to their respective shares of 
the purchased capacity in an equitable manner as determined by the 
Management committee.  In case of such capacity reduction, Gemini will 
recompute the pro rate allocation of and make appropriate adjustments 
to the O&M Costs and associated Fees payable by each Carrier User.

5.      INTERCONNECTION

Carrier Users will be allowed to interconnect their networks with the 
Gemini Network either
(i)  at a Backhaul Interface Point at the STM-1 level; or
(ii)  at a System Interface Point at the STM-1 level; or
(iii)  Transit Circuit purposes only, at the Porthcurno, United Kingdom 
System Interface Point, at the STM-1, DS-3 or E-1 levels.
The interface will be in accordance with the appropriate ITU-TS 
recommendation

6.      OPERATION AND MAINTENANCE - DUTIES AND RIGHTS

6-1     Subject to the regulatory compliance obligations of the Landing 
parties, Gemini shall have responsibility to control, operate and 
maintain the various Segments and Subsegments of the Gemini Network in 
a manner consistent with applicable law and with international cable 
operation and maintenance practices Gemini shall be the maintenance 
authority for the Gemini Network and shall use a reasonable efforts to 
maintain the Gemini System Network economically in efficient working 
order and with the objective of achieving effective and timely repairs 
when necessary.

6.2     Gemini shall have the right to deactivate on a temporary basis 
all or any part of the Gemini network in order to perform the duties 
imposed upon it in this Clause or at the instruction of a Landing Party 
or Backhaul provider where specifically required for regulatory 
compliance.  Prior to such deactivation, reasonable notice shall be 
given and coo-ordination shall be made with Carrier users.
6.3     Gemini shall advise Carrier Users in writing of the timing and 
scope of significant planned maintenance operations, of significant 
changes to existing operations and maintenance methods, and of 
significant impact on the operation or maintenance of the Gemini 
Network.

7.      OPERATING AND MAINTENANCE COSTS

7.1     O&M Costs shall be defined as all costs reasonably incurred by 
Gemini in operating, maintaining and repairing-mg the Gemini Network, 
including, but not limited to, the costs of attendance at repair 
operations, testing, adjustments, repairs, placement and additions, 
storage of plant and equipment, vendor charges, Backhaul
Interface Point charges, other Backhaul charges, Landing Partty Cable     
Station charges, electricity, personnel expenses, providing cable 
ships, remotely        controlled submersible vessels, cable depots or 
any other necessary maintenance or repair devices and facilities which 
are or may become available (including the    standby costs of such 
facilities), reburial and the replacement of plant, tools and         
test equipment, terrestrial repairs, restoration, customs duties, taxes 
(except income      taxes imposed on the net income of Gemini), 
insurance, rights of way, supervision           and overheads.
7.2     Gemini may authorize the purchase and use of special tools and 
test equipment which may reasonably be required for the maintenance or 
repair of the Gemini Network.  The related costs may include, but are 
not limited to, the costs, or an appropriate share thereof, for the 
purchase, storage, and maintenance of this equipment, which will be 
included as part of the O&M costs.

8.      OTHER RESPONSIBILITIES OF GEMINI

WorldCom warrants that in its agreement with Gemini that Gemini shall 
take responsibility for ensuring that.
(i)     The technical design for the Gemini Network is in accordance with 
good engineering practice, appropriate recommended national and 
international technical standards.
(ii)    The Gemini Network is technically in compliance with ITU-TS 
recommendations pertaining to system interfaces at the System Interface 
Points;
(iii)   All necessary permits, licenses, regulatory approvals and other 
authorizations to enable the Gemini Network to be landed, installed, 
operated, maintained and repaired in the UK and US are obtained, are in 
accordance with the respective UK and US law, and continue in effect 
during the term of this Agreement; and
(iv)    Reasonable restoration arrangements are made available as 
appropriate with other cable system.

9.      RETIREMENT AND EXTENSION OF GEMINI NETWORK 

WorldCom warrants that in its agreement with Gemini that :

9.1     Gemini intends to operate and maintain the Gemini network for the 
expected System Lifetime of 25 years from the RFCS Date, unless the 
System Lifetime is extended or reduced in accordance with the provision 
of this Clause 9.

9.2     Gemini may retire the Gemini Network in the event of a 
catastrophic failure of all or a portion of the Gemini Network whether 
caused by natural hazard or major technical fault, which makes it 
impossible to maintain the business efficacy of the Gemini Network, or 
if any governmental, municipal, institutional, or commercial authority, 
license, permission authorization, right, or concession necessary for 
the business efficacy of the Gemini Network is subject to prohibitive 
condition or is terminated with no reasonable prospect of retrieval 
within a period of twelve months following the date of termination.

9.3     Upon the occurrence of any event falling within Clause 19.2, the 
GUCC shall be entitled to require Gemini to confirm to the GUCC its 
intentions in relation to either (a) the extension of the System 
Lifetime of the Gemini Network beyond the expected System Lifetime of 
twenty-five years or (b) the decommissioning of the Gemini Network 
prior to the end of such expected System Lifetime and as the terms and 
conditions upon which such extension or decommissioning would be 
effected.

9.4     If, after receiving notification of the terms and conditions 
governing extension, Carrier users holding a total of two-thirds of the 
assigned capacity of the Gemini Network vote in favor of requesting 
extension of the System Lifetime beyond twenty-five years, and Gemini 
and the Founding Parties concur in this decision, Gemini shall extend 
the System Lifetime for such additional terms as Gemini believe in its 
sole discretion to be advisable.

9.5     If, after receiving notification for the terms and conditions 
governing decommissioning, Carrier Users holding a total of to-thirds, 
of the assigned capacity for the Gemini Network vote in favor of 
requesting decommissioning, and the Gemini and the Founding Parties 
concur in this decision, Gemini shall be responsible for the orderly 
retirement of the Gemini Network and shall proceed to retire from 
service the Gemini Network in accordance with appropriate national and 
international regulations.

9.6     Upon retirement of the Gemini network, Gemini shall give to 
Carrier users three (3) months' notice of any intended sale or removal 
operations and make arrangement for minimizing the risks to other 
seabed users of such an operation.

10.     DURATION
The provisions of this C&MA shall continue in effect, as amended from 
time to time by Gemini, for the system Lifetime, subject to the earlier 
retirement of the Gemini Network in accordance with the terms of the 
CSA and of this C&MA.

11.     GOVERNMENTAL APPROVALS
This C&MA is subject to the obtaining and continuance of such 
governmental approvals, consents, authorizations, licenses, and permits 
as provided in this C&MA and in the CSA.

12.     HEADINGS, REFERENCES
Headings are inserted for convenience only and shall not affect the 
interpretation of this C&MA.  References to recitals, clauses, and 
attachments are to recitals and clauses of and attachments to this 
C&MA.  Unless the context otherwise requires, words importing the 
singular number shall include the plural and vice versa, words 
importing he masculine gender shall include the feminine and neuter 
genders, and vice versa.  Unless the context otherwise requires, 
references to a person include an individual, firm, body, corporation, 
unincorporated association, and government or governmental or local 
authority or agency.

13.     AMENDMENTS
This C&MA and any of its provision maybe amended or added to only in 
writing signed by a duly authorized person on behalf of Gemini  In the 
event that Gemini shall propose material changes to the terms of this 
C&MA, it shall notify GUCC and shall consult with the GUCC as to the 
nature and terms of any proposed amendment.  Notwithstanding the 
foregoing, in no event shall such changes materially alter or diminish 
Gemini's obligations under the CSA.