EXHIBIT 10.53

 

                          AMENDMENT NO. 3 TO SUBLEASE

THIS AMENDMENT NO. 3 TO SUBLEASE ("Amendment") is made as of April 8, 
1999 between AMDAHL CORPORATION, a Delaware corporation ("Sublessor"), 
and EXODUS COMMUNICATIONS, INC., a California corporation ("Sublessee").

THE PARTIES ENTER INTO THIS AMENDMENT based upon the following facts, 
understandings and intentions:

A. John A. Sobrato and Susan R. Sobrato, a married couple, Carl E. 
Berg and Mary Ann Berg, a married couple, Clyde J. Berg and Nancy Berg, a 
married couple, and Robert M. Granum, II and Kay Granum (collectively, 
the "Landlord"), as landlord, and Sublessor, as tenant, are now parties 
to that certain lease agreement dated April 3, 1979, as amended by an 
Addendum No. 1 to Lease dated June 7, 1979, Addendum No. 2 to Lease dated 
October 19, 1979 and Addendum No. 3 to Lease dated December 17, 1979 
("Master Lease") with respect to certain premises (the "Building") 
located at 2251 Lawson Lane in Santa Clara, California.

B.  Sublessor and Sublessee are now parties to a Sublease Agreement 
effective January __, 1998 and amended on February 13, 1998 by Amendment 
No. 1 to Sublease and on December 23, 1998 by Amendment No. 2 to Sublease 
(as amended, the "Sublease") whereby Sublessee currently subleases a 
portion of the Building (the "Existing Sublet Space") consisting of 
approximately 55,000 rentable square feet and more particularly described 
in the Sublease.

C.  The parties hereto now wish to amend the Sublease to expand the 
space subleased by Sublessor to Sublessee.

D.  Capitalized terms used herein shall have the meanings given them 
in the Sublease, unless otherwise defined herein.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises 
of the parties, the parties hereto agree as follows:

1.  Expansion of Sublet Space. The Existing Sublet Space shall be 
expanded to include additional space consisting of approximately 33,490 
square feet located on the second floor of the Building and shown on 
Exhibit A, attached hereto and incorporated herein by this reference (the 
"Expanded Sublet Space"). As of the execution of this Amendment, 
Sublessee acknowledges that Sublessee shall have conducted Sublessee's 
own investigation of the Expanded Sublet Space and the physical condition 
thereof, including accessibility and location of utilities, improvements, 
existence of hazardous materials, including but not limited to asbestos, 
asbestos containing materials, polychlorinated biphenyls (PCBs) and 
earthquake preparedness, which in Sublessee's judgment affect or 
influence Sublessee's use of the Expanded Sublet Space and Sublessee's 
willingness to enter into this Amendment. Sublessee recognizes the 
Sublessor would not sublease the Expanded Sublet Space except on an "as 
is" basis and acknowledges that Sublessor has made no representations of 
any kind in connection with improvements or physical conditions on, or 
bearing on, the use of the Expanded Sublet Space. Sublessee shall rely 
solely on Sublessee's own inspection and examination of such items and 
not on any representations of Sublessor, express or implied. Sublessee 
further recognizes and agrees that neither Sublessor nor Landlord shall 
be required to perform any work of construction, alteration or 
maintenance of or to the Expanded Sublet Space. Notwithstanding anything 
to the contrary contained herein, Sublessee shall be solely responsible 
for ensuring that the Entire Sublet Space complies with all code 
requirements and other governmental regulations including, but not 
limited to, fire code requirements for existing Area B as such Area is 
currently configured and depicted on Exhibit A.

2.   Term. The Term of the Sublease with respect to the Expanded 
Sublet Space shall be for nine (9) years and eight (8) months, commencing 
on April 1, 1999 ("Expansion Commencement Date") and expiring on November 
30, 2008 (the "Expansion Expiration Date"), or any earlier date on which 
the Sublease is terminated pursuant to its terms. Sublessee shall have no 
right whatsoever to extend the Term of the Sublease.

3.   Early Occupancy. Provided that Sublessor and Master Landlord have 
already approved any plans of Sublessee for any demolition and/or tenant 
improvement work to be performed by Sublessee in the Expanded Sublet 
Space, Sublessee may, at Sublessee's sole risk, enter the Expanded Sublet 
Space prior to the Expansion Commencement Date solely to install trade 
fixtures and equipment; provided, however, that (a) Sublessee's early 
entry shall not interfere with Sublessor's activities in the Expanded 
Sublet Space or cause labor difficulties; (b) Sublessee shall provide 
Sublessor with satisfactory evidence that Sublessee has obtained the 
insurance required of Sublessee under the Sublease; (c) such early 
occupancy shall be on all of the terms and conditions of the Sublease 
(except for Sublessee's obligations to pay Base Rent and Additional 
Rent), and (d) Sublessee shall pay Sublessor the utility charges related 
to such early occupancy by Sublessee.

4.   Base Rent. The monthly rent due for the Expanded Sublet Space 
shall be $45,211.50 ($1.35 per rentable square foot) from the Expansion 
Commencement Date through January 30, 2000. This amount shall be in 
addition to all sums due under the Sublease. Beginning on February 1, 
2000 (month 25 under the Sublease), Base Rent shall increase annually by 
$0.5 per rentable square foot as per the Sublease for the Existing Sublet 
Space and the Expanded Sublet Space (collectively, the "Entire Sublet 
Space").

Upon the execution of this Amendment, Sublessee shall deliver to 
Sublessor the Base Rent for the first month of the term of the Sublease 
applicable to the Expanded Sublet Space.

5.      Letter of Credit 

a.   No later than the close of business on April 2, 1999, Sublessee 
shall deposit with Sublessor an unconditional irrevocable letter of 
credit in the amount of Two Hundred Sixty-Five Thousand and No/100 
Dollars ($265,000.00) (the "Letter of Credit"). The financial institution 
issuing the Letter of Credit shall be reasonably acceptable to Sublessor. 
Such financial institution shall be a part of the federal banking system 
and shall have at least one branch within fifty (50) miles of the 
Building.

b.   The Letter of Credit shall provide for its payment to Sublessor 
upon its presentation of a statement from Sublessor that an event of 
default by Sublessee exists hereunder. Upon the failure of Sublessee to 
deliver a replacement letter of credit (or any extension of the existing 
Letter of Credit) on or before thirty (30) days prior to any maturity 
date of any such Letter of Credit, Sublessor may draw upon the same and 
thereafter treat such cash as a portion of the Security Deposit. If an 
event of default by Sublessee under the Sublease does not then exist, (i) 
on the first day of the thirty-seventh (37th) month of the term 
applicable to the Expanded Sublet Space, the amount of the Letter of 
Credit required of Sublessee hereunder shall be reduced to Two Hundred 
Thirty-Five Thousand and No/100 Dollars ($235,000.00), and (ii) on the 
first day of the forty-ninth (49th) month of the term applicable to the 
Expanded Sublet Space, the amount of the Letter of Credit required of 
Sublessee hereunder shall be reduced to Two Hundred Five Thousand and 
No/100 Dollars ($205,000.00).

6.   Operating Expenses. Sublessor and Sublessee agree that the second 
floor of the Building is comprised of 63,900 square feet. For the time 
period commencing with the Expansion Commencement Date and ending on the 
Expansion Expiration Date, or any earlier date on which the Sublease is 
terminated pursuant to its terms, Sublessee's Share shall be sixty-five 
and thirty-five one hundredths percent (65.35%) (88,490 square feet of 
135,400 Building square feet). Notwithstanding the foregoing, Sublessee 
shall bear sole responsibility for the payment of all utilities serving 
the Entire Sublet Space. The Entire Sublet Space shall be separately 
metered at Sublessee's expense.

7.      Sublessee Improvements. 

a.   Sublessor will pay an amount equal to $50,235.00 ($1.50 per 
rentable square foot of the Expanded Sublet Space) ("Construction 
Allowance") toward Sublessee's costs of construction to demise and 
improve the Entire Sublet Space. Sublessor shall reimburse Sublessee for 
the costs of construction within forty-five (45) days of receipt from 
Sublessee of receipts for the work associated with such improvements and 
unconditional mechanical and materialmen lien releases. Sublessee shall 
bear sole responsibility for any and all costs of construction in excess 
of the Construction Allowance. Sublessee shall timely pay all such excess 
amounts and shall keep the Building and the Entire Sublet Space free and 
clear of all liens and encumbrances. Sublessee shall be solely 
responsible for obtaining all required governmental approvals, including 
but not limited to building permits, for all improvements.

b.   Sublessee shall employ a contractor or contractors of 
Sublessee's choice and reasonably acceptable to Sublessor to construct 
the improvements in substantial conformance with plans and specifications 
approved by Sublessor, which approval shall not be unreasonably withheld. 
The improvements shall be constructed in a good, workmanlike manner and 
shall be at least equal in quality to the building standard work.

c.   The term "costs of construction" as used herein shall mean all 
costs incurred in the design and construction of the Sublessee 
improvements, including the following: (i) labor and construction costs; 
(ii) cost of materials; and (iii) architectural and design fees.

d.   Notwithstanding anything to the contrary herein, within thirty 
(30) days of the Expansion Commencement Date, Sublessee, at Sublessee's 
sole expense, (i) shall construct a corridor between the Expanded Sublet 
Space and the area identified as "Space B" on Exhibit A attached hereto. 
In connection therewith, the Sublessee shall construct large double door 
access to Space B from such corridor, (ii) shall construct a conference 
room in such "Space B" area which is reasonably equivalent to the 
existing configuration of Room 2464 shown on Exhibit A, (iii) shall 
remove the west door in hallway 2800 and the north wall in room 308, and 
shall relocate the existing fire hose, all as shown on the attached 
Exhibit A and (iv) shall construct an alarmed emergency exit from the 
corridor in the Expanded Sublet Space as shown on attached Exhibit A. 
Further, if required by fire code, Sublessee, at Sublessee's sole 
expense, shall construct an alarmed emergency exit from the Expanded 
Sublet Space adjacent to room 2912 and adjacent to room 2928 on the 
attached Exhibit A. Such work shall be performed in a good and 
workmanlike manner pursuant to plans and specifications therefore that 
have been approved in advance by Sublessor and Master Lessor.

e.   Sublessor shall install a card key access on the east door in 
hallway 2800 as shown on the attached Exhibit A.

f.   Sublessor shall use commercially reasonable efforts to allow 
Sublessee to begin to: (i) construct and relocate the caged area in room 
2880C on the attached Exhibit A by 6pm on April 1, 1999, and (ii) allow 
Sublessee to begin to construct the demising wall for the corridor as 
shown on the attached Exhibit A by 6 PM on April 1, 1999, provided that 
nothing herein shall be deemed to require Sublessee to incur any expense 
or liability in connection therewith.

8.   Access. Sublessee shall have non-exclusive use of the freight 
elevator in the Expanded Sublet Space throughout the Term of the Sublease 
until the Expiration Expansion Date. In addition, Sublessee shall provide 
Sublessor throughout the Term of this Sublease until the Expiration 
Expansion Date with reasonable access to the restrooms on the second 
floor of the Building, along with access to the area marked as "Space B" 
on Exhibit A from the Building lobby.

9.   No Brokers. Sublessee warrants for the benefit of Sublessor that 
its sole contact with Sublessor or the Expanded Sublet Space in 
connection with this transaction has been directly with Sublessor. 
Sublessee further warrants for the benefit of Sublessor that no broker or 
finder can properly claim a right to a commission or a finder's fee based 
upon contacts between the claimant and Sublessee with respect to the 
other party or the Expanded Sublet Space. Sublessee shall indemnify, 
defend by counsel acceptable to Sublessor and hold Sublessor harmless 
from and against any loss, cost or expense, including, but not limited 
to, attorneys' fees and court costs, resulting from any claim for a fee 
or commission by any broker or finder in connection with the Expanded 
Sublet Space and this Sublease. In no event shall Sublessor be liable for 
any commissions or finder's fees related to the Expanded Sublet Space or 
this Sublease.

10.  Full Force and Effect. Except as herein amended and supplemented, 
the Sublease shall continue in full force and effect as written.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment 
with duplicate counterparts as of the day and year first above written.

        "Sublessor"

        AMDAHL CORPORATION,
        a Delaware corporation,

        By: /s/ EDWARD S. HARTFORD              
        Name: Edward S. Hartford
        Title: Vice President,  Corporate Facilities

        "Sublessee"

        EXODUS COMMUNICATIONS, INC.,
        a California corporation

        By: /s/ RICHARD STOLTZ          
        Name: Richard Stoltz
        Title: Chief Operating Officer and Chief
        Economic Officer

        By:                     
        Name: Robert Sanford
        Title: Vice President,  Operations


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                                     EXHIBIT A

                                EXPANDED SUBLET SPACE


                                     EXHIBIT A 

                       [BUILDING 7 (SECOND FLOOR) FLOOR PLAN]




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