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                                                                  EXHIBIT 10.12

[LOGO] EXODUS


                          EXODUS COMMUNICATIONS, INC.
                    Internet Services and Products Agreement

This Agreement defines the terms and conditions between Exodus Communications,
Inc., (hereafter referred to as Exodus) and Placeware, Inc. (hereinafter
referred to as Customer) whereby Exodus provides value-added internet services
and related products to Customer.


1.   Exodus will provide the following services and products at the process
     shown (see Addenda for additional services):

     Connection Type_______  Usage Level_____ Price______ Billing Period_______
          One Time Installation Cost          Price______

     Telco Connection provided by:___________ Price______ Billing Period_______
          One Time Installation Cost          Price______

     Other:__________________________________ Price______ Billing Period_______
     Other:__________________________________ Price______ Billing Period_______
     Equipment: see Attachment A (if applicable)

     Request for Services     Feb 1, 1997
                         ----------------------
                                  Date

     Exodus will not increase prices for services provided during the Billing
     Period identified above.  Exodus reserves the right to change prices beyond
     the billing period upon notice to Customer 30 days in advance of any
     change.  All prices are exclusive of any tax levy, customs duty, import tax
     or similar governmental charge that may be ___ by any jurisdiction.  All
     such taxes are the responsibility of Customer

2.   The term of this Agreement is for one year from the date Internet access is
     connected. Customer may cancel within the first 30 days without penalty,
     thereafter it is non cancelable, and will automatically renew yearly
     thereafter, unless 60 day advanced notice is given by either party prior to
     this agreement's anniversary date. Customer may cancel with 30 day advance
     notice if Customer can show that Exodus has failed to provide commercially
     reasonable service levels or price increases (if any) are not acceptable to
     customer. At the time Exodus connection service is installed or product is
     shipped, Exodus will invoice the Customer. Payment for subsequent billing
     periods will be issued in advance of the provision of service. Invoices are
     due upon receipt.

3.   Exodus makes no warranty of any kind with respect to services and products
     provided under this Agreement. Exodus DISCLAIMS ALL WARRANTIES, EXPRESS AND
     IMPLIED, INCLUDING THE WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A
     PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE DOMAIN NAMES
     OBTAINED FOR CUSTOMERS, SERVICES OR ANY INFORMATION OBTAINED THROUGH THE
     SERVICES. In situations

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     involving performance or nonperformance of services or products furnished
     under this Agreement, Customer's sole remedy shall be in the case of
     products, repair, or return of the defective product to Exodus for refund,
     at the discretion of Exodus. In the case of services, refund of a pro rata
     portion of the price paid for services which were not provided. Credit will
     only be issued for periods of lost service greater than 24 hours.

4.   Exodus will not be liable for any damages Customer may suffer arising out
     of acts of God, use, or inability to use, Exodus's internet service or
     related products unless such damages are caused by an intentional and
     willful act of Exodus. In no event shall Exodus be liable for unauthorized
     access to Customer's transmission facilities or Customer premise equipment
     or for unauthorized access to or alteration, theft or destruction of
     Customer's data files, programs, procedures or information through
     accident, fraudulent access or devices, or any other method. Exodus will
     not be liable for indirect, incidental, special or consequential damages or
     for any lost property or data of Customer. Exodus's liability for damages
     to Customer for any cause whatsoever, regardless of ___ of action,
     including negligence, shall not exceed the amount equal to the price of
     products and services purchased by Customer during the twelve month period
     preceding the event which cause the damages or injury.

5.   Exodus will indemnify and hold Customer harmless against any claims or
     demand by an third party that buy hardware or software provided by Exodus
     to Customer hereunder, infringes any U.S. copyright or patent. Except for
     such indemnity, Customer agrees to indemnify and hold Exodus harmless
     against any claim or demand by any third party due to or arising out of the
     use by Customer of Internet services and related products provided
     hereunder.

6.   Customer is solely responsible for the content of any transmissions by
     Customer and any third party utilizing customer's facilities or Exodus's
     facilities. Use of other organization's network or computing resources are
     subject to their respective permission and usage policies. Customer agrees
     to comply will all applicable laws with regard to the transmission and use
     of information and consent, solicitation of any activity that is prohibited
     by applicable law over Internet. Customer further agrees not to use the
     Internet service for illegal purposes, to interfere with or disrupt other
     network users, network services or network equipment. Customer shall be
     liable for and shall indemnify and defend EXODUS from and against any
     claims in anyway arising from or related to (i) the alleged infringement of
     patent, trademark, design, copyright or any other intellectual property
     rights in relation to the Customer's use of the services and (ii) Customer
     use or inclusion of any information, photographs, art work or other content
     (including without limitation claims based on invasion of privacy, right of
     publicity, the Communications Decency Act of 1996, obscenity or
     pornography, and the violation of any states or ordinances or other laws).

7.   Customer understands that Internet use, and related products and services
     provided under this Agreement, may require registrations and related
     administrative reports which are public in nature. In addition Customer
     agrees Exodus may include its name in directories of Exodus customers.

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8.   Unless otherwise authorized in writing by Exodus and attached as an Addenda
     to this agreement, Customer shall link access to and use of the Internet
     connection services to its employees solely for Customer's business
     purposes and shall not resell or otherwise generate income by providing
     access to the Internet service to third parties. Customer's right to use
     the Internet services and products provided hereunder is limited to
     Customer and is nontransferable.

9.   Failure by the Customer to comply with the terms of this agreement will
     result in immediate termination of Exodus Internet services.

10.  Customer agrees not to export or re-export (including by way of electronic
     transmission), directly or indirectly, any software or technical data
     through the Internet services without first obtaining any required export
     license or governmental approval.

11.  This Agreement, together with any Addenda, constitutes the entire agreement
     of the parties with respect to the services and products provided hereunder
     and supersede any prior agreements. These terms and conditions shall
     prevail notwithstanding any different or additional terms and conditions in
     any forms provided by Customer. No waiver of any rights hereunder shall be
     deemed to be a waiver of the same right or any other omission. This
     Agreement shall be governed by the laws of the State of California without
     regards to conflicts of law principles.

These Terms and Conditions have been read, are understood, and are hereby
accepted.


________________________________________  ______________________________________
Customer Representative (Signature) Date  Exodus Representative (Signature) Date

            William W. Shott
--------------------------------------    --------------------------------------
Name                                      Name

              President
--------------------------------------    --------------------------------------
Title                                     Title                          Parties

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    [LOGO] EXODUS

                          EXODUS COMMUNICATIONS, INC.

                              Co-Location Addendum
                                       to
                    Internet Services and Products Agreement


     This CO-LOCATION ADDENDUM is part of the INTERNET SERVICES AND PRODUCTS
AGREEMENT ("Internet Services Agreement") effective as of November 27, 1996,
            ---------------------------
between Exodus Communications, Inc. ("Exodus") and you ("Customer").
                                      ------             --------

The following additional terms and conditions apply under this Addendum.


     1.   Co-Located Equipment and Fees.
          -----------------------------

          "Equipment" Description___________________________________________
           ---------
          "Facility" Description           _________________________________
           --------
          Co-location Connection Type      ---------------------------------
          Connection Fee                   $   /        Billing Period______
                                           -------------
          Facility Fee                     $   /        Billing Period______
                                           -------------
          # Access Cards (3 max)           _________@ $100/card
          Other Charges                    $
                                           ----------------------------------
          Request for Services        Feb 1, 1997
                              --------------------------
                                          Date


     2.   Installation: Maintenance; Removal. Exodus agrees to allow Customer to
          ----------------------------------
place the Equipment in the Facility subject and subordinate to the terms and
provisions of Exodus' lease with its landlord. Such placement shall be subject
to this Addendum and Exodus' installation and maintenance specifications (the
"Specifications"), which Exodus shall provide to Customer from time to time and
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Customer agrees to comply therewith. Customer agrees that it will be solely
responsible, and at Exodus' request will reimburse Exodus, for all costs and
expenses associated with placing, installing, maintaining, operating and
removing the Equipment and related materials, including but not limited to, all
necessary preparations required to comply with the Specifications, costs
associated with relocation or removal for the equipment one installed, all
electric, telephone and other utility charges attributable to the equipment and
related use of the Facility, and all taxes or other government fees arising from
or related to the performance of Exodus' obligations under this Addendum.
Customer further agrees that upon termination of this Addendum, Customer will
leave the Facility in as good condition as it was in at the beginning of the
term of this Addendum, and will remove the Equipment and any property which it
is obligated or permitted to remove prior to the termination date.

     3.   Security.  Exodus will maintain the Facility at its premises which
          --------
will be staffed by an Exodus employee at all times. The Exodus employee will
require all visitors to the

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premises to sign a sign-in sheet and specify the reason for their visit.
Customer acknowledges that Exodus will allow representatives of Co-location
customers unlimited and unsupervised access to their respective facilities, and
such facilities may be located with and immediately accessible to other
customer's facilities, including Customer's Facility. Exodus will take
reasonable measures to protect the security of each customer's facility and
equipment, including the measures described in this Section 3. Notwithstanding
such actions, EXODUS ASSUMES NO LIABILITY FOR ANY DAMAGE OR LOSS TO CUSTOMER'S
FACILITY AND/OR EQUIPMENT RESULTING FROM ANY OTHER CUSTOMER'S ACCESS TO ITS
FACILITY OR EXODUS PREMISES. ANY SUCH DAMAGE OR LOSS WILL BE THE EXCLUSIVE
RESPONSIBILITY OF THE CUSTOMER WHO CAUSED AND THE CUSTOMER WHO INCURRED SUCH
LOSS OR DAMAGE. Exodus will provide reasonable assistance to resolve any
disputes regarding any such losses or damages.


     4.   Access.  Exodus hereby grants Customer's representatives listed below
          ------
(the "Representatives") unlimited access, twenty-four (24) hours per day, seven
(7) days per week, to the Facility. Access will be via Access cards and is
limited to the Representatives. Whenever Customer requires access to the
Facility for persons other than its Representatives, Customer shall give Exodus
twenty-four (24) hours prior notice by calling Exodus at a phone number to be
provided by Exodus and requesting Exodus to arrange for such access. Customer
shall reimburse Exodus for all extraordinary costs incurred by Exodus in
arranging such access. EACH REPRESENTATIVES AND ANY OTHER PERSONS ACCESSING THE
FACILITY MUST SIGN A SIGN-IN SHEET AND ACCESS THE FACILITY AT THEIR OWN RISK AND
EXODUS ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS OR DAMAGE TO
PROPERTY BROUGHT BY SUCH PERSONS TO THE FACILITY. Customer's Representatives
are:


     Name:        Alene Kerchevel           Tile:    Network Administrator
           ------------------------------        ------------------------------

     Name:        Mike Jordan               Title:   VP Engineering
          -------------------------------         ------------------------------
     Name:        Pavel Curtis              Title:______________________________
          -------------------------------



     5.   Condition of Premises/Limitation of Liability. CUSTOMER HEREBY ACCEPTS
          ---------------------------------------------
THE FACILITY IN AN "AS IS" CONDITION at the commencement of the term of this
Addendum, and acknowledges that Exodus has no obligations to make alternations,
improvements or additions, decorations, or changes within the Facility or any
part thereof. Exodus may be required to relocate the Equipment within its
premises during the term of this Addendum, and Customer authorizes Exodus to
take such action provided Exodus does not disrupt or otherwise impair Customer's
service without first notifying Customer of such planned relocation. CUSTOMER
ACKNOWLEDGES AND AGREES THAT EXODUS SHALL NOT BE LIABLE FOR ANY COSTS, EXPENSES
OR OTHER DAMAGES INCURRED BY CUSTOMER OR ANY THIRD PARTY AS A RESULT OF THE
PERFORMANCE OF EXODUS' OBLIGATIONS PURSUANT TO THIS ADDENDUM OR OTHERWISE
RELATED TO THE EQUIPMENT. EXCEPT AS A RESULT OF EXODUS' GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, IN NO EVENT WILL EXODUS BE LIABLE TO CUSTOMER FOR ANY
DAMAGES OR LOSSES DUE TO THE FAILURE OR MALFUNCTION OF THIS EQUIPMENT LOCATED IN
THE FACILITY. Notwithstanding

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the foregoing, and without imposing any duty or obligation on Exodus, Exodus
will endeavor to protect the Facility and Equipment from damage and will notify
Customer promptly of any problems or anticipated problems related thereto and
identified by Exodus. TO THE EXTENT EXODUS IS LIABLE FOR ANY DAMAGE TO
CUSTOMER'S EQUIPMENT FOR ANY REASON, SUCH LIABILITY WILL BE LIMITED SOLELY TO
THE EQUIPMENT LISTED ABOVE.


     6.   Rights to Equipment; Insurance. Customer represents, warrants and
          ------------------------------
covenants that it owns or has the legal right and authority, and will continue
to own or secure the legal right and authority, during the term of this
Addendum, to use the Equipment and Facility as contemplated by this Addendum.
Customer further covenants and agrees to keep in force and affect during the
term of this Addendum for the benefit of Exodus, Exodus' landlord and Customer,
a policy of comprehensive liability insurance conforming to the requirements of
the applicable provisions of Exodus' lease of the premises containing the
Facility, as presented by Exodus to Customer from time to time.

     7.  Customer's Responsibility for Losses or Damages; Indemnification.
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Customer will be liable to Exodus, Exodus' landlord, other co-location
customers, their respective officers, directors, suppliers, agents, employees
and consultants, for any losses, damages or costs resulting from Customer's
actions or inactions relating to or arising under this Addendum, including
damage caused by Customer's Equipment or resulting from Customer's access to the
Facility. Customer covenants and agrees to indemnify, defend and hold Exodus,
Exodus' landlord, other co-location customers, their respective officers,
directors, suppliers, agents, employees and consultants harmless from and
against any and all costs, liabilities, suits, actions, claims, damages, charges
and expenses, including reasonable attorney fees, resulting from Customer's
Equipment or use of or access to the Facility, unless arising from the willful
misconduct of Exodus.

     8.   Casualty or Eminent Domain. In the event of taking by eminent domain
          --------------------------
or by fire or other casualty to the Facility, Customer shall acquiesce and be
bound by any action taken by or agreement entered into between Exodus and its
landlord with respect thereto.

     9.   Not a Lease. This Co-location Addendum is a services agreement and is
          -----------
not intended to and will not constitute a lease of real property. Customer
acknowledges and agrees that it has no rights as a tenant or otherwise under any
real property and/or landlord/tenant laws, regulations or ordinances. Upon
termination of this Addendum for any reason, Exodus will have the right to
remove immediately all of Customer's Equipment located at the Facility.

     10.  Entire Agreement. Exodus and Customer agree that the terms and
          ----------------
conditions of the Internet Services Agreement and any prior addenda thereto are
hereby incorporated by reference and made a part hereof to the same extent as if
such terms and conditions were set forth in full herein. To the extent that any
terms and conditions in this Addendum conflict with the terms and conditions in
the Internet Services Agreement or prior addenda thereto, the terms and
conditions of this Addendum will supersede any conflicting prior terms and
conditions.

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There Terms and Conditions have been read, are understood, and are hereby
accepted.


Customer                                Exodus Communications, Inc.

By:_______________________________      By:_____________________________________
     Authorized Signature

Name:      Wiliam Shott                 Name:___________________________________
     -----------------------------

Title:      President                   Title:__________________________________
      ----------------------------

Date:      November 22, 1996            Date____________________________________
     -----------------------------
                                            (This is the effective date of this
                                             addendum)____

            Placeware, Inc.
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