Exhibit 10.77**FULL RECOURSE PROMISSORY NOTE

Santa Clara, California
**$200,000.00November 5, 1999
**Obligation
.  For value received, BeverlyBrown (the "
Debtor
") promises to pay to Exodus Communications,Inc., a Delaware corporation (the "
Company
"), or order, on orbefore June 30, 2005, (the "
Loan Term
") the principal sum ofTwo Hundred Thousand Dollars (
$200,000
], together with interestcompounded annually on the unpaid principal balance from the date hereof at therate of 
6.08%
, which rate is not less than the minimum rate establishedpursuant to 1274(d) of the Internal Revenue Code of l986, as amended, as of thedate hereof; 
provided, however
, that the rate at which interest willaccrue on unpaid principal under this Note will not exceed the highest ratepermitted by applicable law.  

**Default; Acceleration of Obligation
.Debtor will be deemed to be in default under this Note and the principal sum ofthis Note, together with all interest accrued thereon, will immediately becomedue and payable in full without notice or demand on the part of the Company:(a) upon Debtor's failure to make any payment when due under this Note; (b) inthe event Debtor ceases to be employed by the Company for any reason; (c) uponthe filing by or against Debtor of any voluntary or involuntary petition inbankruptcy or any petition for relief under the federal bankruptcy code or anyother state or federal law for the relief of debtors or (d) upon the executionby Debtor of an assignment for the benefit of creditors or the appointment of areceiver, custodian, trustee or similar party to take possession of Debtor'sassets or property.  Debtor's obligation to pay the outstanding principal willbe accelerated and due as follows (a) in the event Debtor sells or otherwisereceives consideration for the disposition of any stock underlying Debtor'scompensatory options to purchase Exodus Common Stock, Debtor shall pay to thecompany an amount of outstanding principal equal to 25% of the gross profitsreceived for the disposition of such stock within 15 days of such disposition;and (b) in the event Debtor's annual gross compensation exceeds $336,000 in anyfiscal year, Debtor shall pay to the company an amount of outstanding principalequal to the annual gross compensation (including bonus) less $336,000 no laterthan the last day of such fiscal year.

**Remedies On Default
.  Upon any default ofDebtor under this Note, the Company will have the rights and remedies availableto it under this Note and may pursue any other legal or equitable remedies thatare available to it, and will have full recourse against any real, personal,tangible or intangible assets of the Debtor.

**Prepayment
.  Prepayment of principal and/orinterest due under this Note may be made at any time without penalty.  Unlessotherwise agreed in writing by the Company, all payments will be made in lawfultender of the United States and will be applied first to the payment ofoutstanding principal and then to the payment of accrued but unpaidinterest.

**Termination
.  In the event Debtor isinvoluntarily terminated without cause (as defined in the Executive EmploymentPolicy) at any given time following September 30, 2000 the obligation of Debtorhereunder shall be forgiven in full.  At such time that outstanding principalsum is repaid hereunder all interest obligations shall be forgiven

**Governing Law; Waiver
.  The validity,construction and performance of this Note will be governed by the internal lawsof the State of California excluding that body of law pertaining to conflicts oflaw.  Debtor hereby waives presentment, notice of non-payment, notice ofdishonor, protest, demand and diligence.

**Attorneys' Fees
.  If suit is brought forcollection of this Note, Debtor agrees to pay all reasonable expenses, includingattorneys' fees, incurred by the Company in connection therewith whether or notsuch suit is prosecuted to judgment.

IN WITNESS WHEREOF, Debtor has executed this Note as ofthe day and year first above written.

** 

 

BORROWER

Beverly A. Brown

 

______________________________

 

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