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                                                                   Exhibit 10.46


                     FIRST AMENDMENT TO AGREEMENT OF LEASE

                                    between

                   PURCHASE CORPORATE PARK ASSOCIATES, L.P.

                                      and

                               INTERLIANT, INC.

          This FIRST AMENDMENT TO AGREEMENT TO LEASE (this "Amendment") is made
                                                            ---------
as of the 31/st/ day of May, 2000 between PURCHASE CORPORATE PARK ASSOCIATES,
L.P., a New York limited partnership having an office at Two Manhattanville
Road, Purchase, New York 10577 ("Landlord") and INTERLIANT, INC., a Delaware
                                 --------
corporation, having an office at Two Manhattanville Road, Purchase, New York
10577("Tenant").
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                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, Landlord and Tenant entered into that certain Agreement of
Lease (the "Original Lease"), dated as of June 16, 1999, demising a portion of
            --------------
the first (1st) floor designated on Exhibit A annexed hereto (the "demised
                                    ---------                      -------
premises") situated at Two Manhattanville Road, Purchase, New York; and
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          WHEREAS, Landlord and Tenant wish to amend the Original Lease to
reflect, among other things, the extension of the lease term, upon the terms and
conditions set forth herein (the Original Lease, as amended hereby, is the
"Lease");
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          NOW THEREFORE, Landlord and Tenant, for themselves, their heirs,
distributees, executors, administrators, legal representatives, trustees,
successors and assigns, hereby covenant and agree that the Lease be and hereby
is amended in the following respects:

          1. The term of the Lease with respect to the demised premises shall be
extended from June 30, 2004 (the "Expiration Date") to July 31, 2005 (the "New
                                  ---------------                          ---
Expiration Date"; such period the "Extended Term").  The Commencement Date
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remains unchanged.

          2. During the Extended Term, the Fixed Annual Rent payable under
Section 1.2 of the Lease shall be One Hundred Seventy-Seven Thousand Forty-Five
00/100 Dollars ($177,045.00).

          3. Section 42.1 is hereby deleted in its entirety and replaced with
the following:
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                                                                        EX.10.46

          "Tenant shall have the right to extend the term of this
          Lease for one (1) additional term of five (5) years
          (the "Extension Term")."
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          4. Section 42.2(iv) is hereby deleted in its entirety and replaced
with the following:

               "(iv)  Simultaneous with the giving of the
          Extension Notice hereunder, Tenant shall exercise the
          extension option contained in the lease between
          Landlord and Tenant, dated June 16, 1999 ("Interliant
          I"), for the contiguous space on the first floor."

          5.  All other terms, covenants, conditions and provisions of the
Lease, except as herein expressly amended or modified, shall remain in full
force and effect and are hereby confirmed and ratified by the parties hereto.

          IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.


                                 PURCHASE CORPORATE PARK ASSOCIATES, L.P.
                                 By: PCPA, LLC, its General Partner


                                      By: /s/ Warren L. Schwerin
                                         ------------------------------
                                         Warren L. Schwerin, a Co-
                                         Managing Member

                                 INTERLIANT, INC.


                                 By: /s/ Francis J. Alfano
                                    -----------------------------------
                                 Name: Francis J. Alfano
                                 Title: SR. VP

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