Exhibit 10.66


AMENDMENT TOASSET PURCHASE
AGREEMENT

This Amendment (Amendment)
to the Asset Purchase Agreement dated September 9, 2002 by and between Interliant, Inc., a Delaware corporation (Seller), and Sprint Communications Company L.P., a Delaware limited partnership (Purchaser)(the
Agreement) is entered into as of September 18, 2002. Unless specifically described and referenced in this Amendment as a change to the Agreement, the terms and conditions of the Agreement remain intact.

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|                                                                                                                                                                                                                                                                                      | 2. | Schedule 1.2(a) (Assumed Liabilities) will be deleted in its entirety and replaced with Exhibit A to this Amendment.
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|3.         The parties acknowledge that the Custom
Services Agreement Amendment attached to this Amendment as Exhibit B constitutes the Custom Services Agreement Amendment attached as Exhibit H to the Agreement.                                                                  
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|4.         Counterparts.   This
Amendment may be executed in counterparts, including facsimile counterparts.  Each executed counterpart will have the same force and effect as an original instrument as if the parties to the aggregate counterparts had signed the same
instrument.

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|SPRINT COMMUNICATIONS COMPANY L.P. | INTERLIANT, INC., Debtor in Possession
|---------------------------------- | --------------------------------------
|                                   |                                       
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|By:                                | By:                                   
|                                   |                                       
|Printed Name:                      | Harry S. Campbell                     
|Title:                             | President Mass Markets Organization   
|Date:                              | September __, 2002                    
|                                   |                                       



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Exhibit A

Schedule 1.2(a)Assumed Liabilities

Dell Financial Services L.P., under the Master Lease Agreement (No. 4187960) dated January 26, 2000, as amended, between Dell Financial Services L.P. and Seller, retains title to the Dell products listed on Annex A
(Hardware) to Schedule 1.1(a).  (The parties acknowledge that the Assumed Liability amount associated with the DFS Lease as of the date of this Agreement is approximately $3,100,000.  The parties expect that on or before the
Closing, one or more agreements will be entered into between Dell Financial Services L.P., Purchaser and Seller, resulting in the amount of the Assumed Liability associated with the DFS Lease being reduced to approximately $1,600,000.  At the
Closing and based upon such agreement(s), Seller and Purchaser will document in writing this reduction of the Assumed Liability.)