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                                                                   Exhibit 10.40

                               INKTOMI CORPORATION
                        CONDITIONAL WAIVER AND AMENDMENT

This CONDITIONAL WAIVER AND FIRST AMENDMENT TO DEFEASANCE DEPOSIT AGREEMENT
(this "Agreement") dated as of August 13, 2002, is by and among INKTOMI
CORPORATION, a Delaware corporation, as Lessee (the "Lessee"), WILMINGTON TRUST
COMPANY, a Delaware banking corporation, not in its individual capacity except
as otherwise expressly provided herein, but solely as Owner Trustee of the
Inktomi Trust 2000 and Lessor (the "Lessor"); WILMINGTON TRUST FSB, a federal
savings bank, not in its individual capacity except as otherwise expressly
provided herein, but solely as Co-Owner Trustee of the Inktomi Trust 2000
("Co-Owner Trustee"); DEUTSCHE BANK AG, NEW YORK BRANCH, a duly licensed branch
of Deutsche Bank AG, a German corporation, as an Investor (together with any
permitted successors and assigns, each an "Investor" and collectively the
"Investors"); DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH, as a
Lender (together with the other financial institutions as may from time to time
become lenders, the "Lenders") under the Credit Agreement and as Agent for the
Lenders (in such capacity, the "Agent"); and DEUTSCHE BANK SECURITIES INC. f/k/a
DEUTSCHE BANC ALEX. BROWN INC., as Arranger (the "Arranger"). Capitalized terms
used but not otherwise defined in this Agreement shall have the meanings set
forth in Annex A to the Participation Agreement (as defined below).

                                    RECITALS:

        A. The Lessee, the Lessor, the Co-Owner Trustee, the Investors, the
Lenders, the Agent and the Arranger are parties to that certain Participation
Agreement, dated as of August 24, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the "Participation Agreement").

        B. The Lessee and the Lessor are parties to that certain Lease, dated as
of August 24, 2000 (as amended, restated, supplemented or otherwise modified
from time to time, the "Lease").

        C. The Lessee, the Lessor, the Agent and the Investors are parties to
that certain Defeasance Deposit Agreement, dated as of August 24, 2000 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Defeasance Deposit Agreement").

        D. Section 9.5(h) of the Participation Agreement contains a covenant of
Lessee to maintain at all times a minimum Consolidated EBITDA and Lessee has
notified the Agent that as of June 30, 2002, Lessee is in violation of the
Minimum Consolidated EBITDA covenant.

        E. Section 12.7(c) of the Participation Agreement contains an agreement
by the Lessee to indemnify each Indemnified Person for any loss or expense which
such Indemnified Person may sustain or incur as a consequence of the making of a
prepayment of Loans or Investor Contributions which are Eurodollar Loans or
Eurodollar Investor Contributions on a day which is not the last day of an
Interest Period.


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        F. Section 8 of the Defeasance Deposit Agreement contains a five (5) day
notice requirement before the sale or disposition of any Collateral.

        G. Section 20.1 of the Lease contains a thirty (30) day notice
requirement prior to the day that Lessee may exercise its Purchase Option
thereunder.

        H. The parties desire to waive the breach of the Consolidated EBITDA
covenant contained in Section 9.5(h) of the Participation Agreement and any
resulting covenant or representation breaches related thereto through the second
quarter of 2002, conditioned on Lessee's agreement to exercise its Purchase
Option under the Lease on or prior to August 30, 2002.

        I. The parties desire to waive the requirement of Section 20.1 of the
Lease providing thirty (30) day's notice for Lessee's exercise of its Purchase
Option.

        J. The parties desire to waive until August 30, 2002, the Lessee's
obligation to indemnify each Indemnified Person for any payments Lessee may make
to prepay a Loan or Investor Contribution, in connection with Lessee's exercise
of its Purchase Option as contemplated by this Agreement, that are made on a day
which is not the last day of an Interest Period.

        K. The parties desire to amend Section 8 of the Defeasance Deposit
Agreement to delete the five (5) day notice requirement for the sale or
disposition of any Collateral.

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:

               1. Limited Waiver of Default. Subject to satisfaction of the
        conditions set forth in Section 6 below, the parties hereto agree to
        waive the requirement of Section 9.5(h) for the fiscal quarter ending
        June 30, 2002 on the condition that the Lessee terminate the Lease on or
        before August 30, 2002; provided, however, that the waiver of the
        requirement of Section 9.5(h) granted in this Section 1 shall be
        rescinded, null and void and of no further force and effect if Lessee
        has not exercised its Purchase Option on or prior to August 30, 2002.
        Lessee further agrees that failure to exercise its Purchase Option on or
        prior to August 30, 2002 shall constitute an election of the Purchase
        Option as described in Section 20.1 of the Lease, with the payment of
        the Purchase Option Price to occur by offset against the Collateral
        (including the Defeasance Deposit Collateral, as such terms are defined
        in the Defeasance Deposit Agreement) on August 30, 2002, and that
        Lessee's agreement in this sentence shall constitute a direction to
        Collateral Agent and to Defeasance Deposit Depositary Bank (as such
        terms are defined in the Defeasance Deposit Agreement) to transfer into
        Collateral Agent's own name, for the benefit of the Participants, an
        amount of Collateral (including the Defeasance Deposit Collateral, as
        such terms are defined in the Defeasance Deposit Agreement) necessary to
        pay the Purchase Option Price. Lessee further agrees that the parties
        hereto are under no obligation, express or implied to provide any
        additional waiver or forbearance.


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               2. Waiver of Thirty (30) Day Notice Requirement. Subject to
        satisfaction of the conditions set forth in Section 6 below, the parties
        hereto agree to waive Lessee's compliance with the provisions of Section
        20.1 of the Lease requiring delivery of a written notice of Lessee's
        intention to purchase the Property pursuant to the Purchase Option
        thirty (30) days prior to the actual purchase date; provided, however,
        that the Lessor and Lessee shall be afforded a reasonable period of time
        to provide the supporting transfer documentation and to satisfy the
        customary closing requirements of others involved in closing the sale
        and purchase of the Property (including without limitation, title
        insurers and escrow agents), but in no event shall the period of time
        provided to transfer the Property extend beyond August 30, 2002.

               3. Waiver of Eurodollar Break Cost. Subject to satisfaction of
        the conditions set forth in Section 6 below, the parties hereto agree to
        waive until August 30, 2002, Lessee's compliance with the provisions of
        Section 12.7(c) of the Participation Agreement requiring Lessee to
        indemnify each Indemnified Person for any payments Lessee may make to
        prepay a Loan or Investor Contribution made (i) in connection with
        Lessee's requirement to terminate the Lease as described in Section 1
        above, and (ii) on a day which is not the last day of an Interest
        Period.

               4. Amendment to the Defeasance Deposit Agreement. Subject to the
        satisfaction of the conditions set forth in Section 6 below, the
        Defeasance Deposit Agreement is hereby amended as follows:

                The last paragraph in Section 8 of the Defeasance Deposit
                Agreement is hereby amended by deleting the same in its entirety
                and replacing it with the following:

                Collateral Agent shall distribute the proceeds of all Collateral
                received by Collateral Agent after the occurrence of a Lease
                Event of Default or default or breach hereunder to Lessor, the
                Participants and Agent for application to the Obligations owed
                to such Persons pursuant to the Participation Agreement, the
                Lease and the other Operative Documents. If any proceeds of
                Collateral remain after all Obligations have been paid in full,
                Collateral Agent and Defeasance Deposit Depositary Bank shall
                deliver the same to Lessee or other Person entitled thereto.
                Unless otherwise required by Law, in any case where notice of
                any sale or disposition of any Collateral is required, Lessee
                hereby agrees that no notice of such sale or disposition is
                required.

               5. Representation and Warranties. The Lessee hereby represents
        and warrants to the Agent, the Lessor, the Lender and the Investor that
        the following are true and correct on the date of this Agreement and
        that, after giving effect to the waivers set forth in Sections 1, 2 and
        3 and the amendment in Section 4 above, the following will be true and
        correct on the Effective Date (as defined below):

                       (a) The representations and warranties of the Lessee set
               forth in Section 7.3 of the Participation Agreement are true and
               correct in all material respects as if made on such date (except
               for representations and warranties expressly made as


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               of a specified date, which shall be true and correct in all
               material respects as of such date);

                       (b) No Default or Event of Default has occurred and is
               continuing; and

                       (c) Each of the Operative Agreements to which the Lessee
               is a party is in full force and effect as to such Person.

               6. Effective Date. The waivers effected by Sections 1, 2 and 3
        and the amendment in Section 4 shall become effective as of the date of
        this Agreement (the "Effective Date"), subject to receipt by
        McGuireWoods LLP, counsel to the Agent, of (a) a copy of this Agreement
        duly executed by the Lessee, the Owner Trustee, the Co-Owner Trustee,
        the Agent and the Required Participants, and (b) a letter of direction
        (a signed copy of which is attached hereto as Exhibit A) to Defeasance
        Deposit Depositary Bank directing Defeasance Deposit Depositary Bank
        under the Control Agreement to transfer an amount of Collateral
        (including Defeasance Deposit Collateral, as such terms are defined in
        the Defeasance Deposit Agreement) equal to the Purchase Option Price on
        August 30, 2002 upon the direction of Collateral Agent (as such term is
        defined in the Defeasance Deposit Agreement) unless directed prior to
        such date to apply such amount in connection with the Lessee's exercise
        of the Purchase Option.

               7. Miscellaneous.

                       (a) Except as specifically waived or amended above, the
               Participation Agreement, the Lease and the Defeasance Deposit
               Agreement and each of the Annex, Schedules and Exhibits thereto
               shall remain in full force and effect, and the Participation
               Agreement, the Lease and the Defeasance Deposit Agreement are
               hereby ratified and confirmed in all respects.

                       (b) Section headings in this Agreement are included
               herein for convenience of reference only and shall not constitute
               a part of this Agreement for any other purpose.

                       (c) This Agreement may be executed in any number of
               separate counterparts, each of which shall collectively and
               separately constitute one agreement. Delivery of an executed
               counterpart of a signature page to this Agreement by telecopier
               shall be effective as delivery of a manually executed counterpart
               of this Agreement.

               GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
        THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED
        AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                            [Signature Pages Follow]


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        IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its proper and duly authorized officer as of the
date first written above.

                                 INKTOMI CORPORATION,
                                 as Lessee

                                 By:     /s/ Randy Gottfried
                                    --------------------------------
                                 Name:   Randy Gottfried
                                      ------------------------------
                                 Title:  CFO
                                       -----------------------------


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                                 WILMINGTON TRUST COMPANY, not in its
                                 individual capacity but solely as Owner
                                 Trustee and Lessor


                                 By:     /s/ Michael G. Offer, Jr.
                                    --------------------------------
                                 Name:   Michael G. Offer, Jr.
                                      ------------------------------
                                 Title:  Senior Financial Services Officer
                                       -----------------------------


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                                 WILMINGTON TRUST FSB, not in its individual
                                 capacity but solely as Co-Owner Trustee


                                 By:     /s/ Donald G.   M[illegible]
                                    --------------------------------
                                 Name:   Donald G. M[illegible]
                                      ------------------------------
                                 Title:  Authorized Signer
                                       -----------------------------


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                                 DEUTSCHE BANK AG, NEW YORK BRANCH, as
                                 Investor

                                 By:     /s/ Karen Keane
                                    --------------------------------
                                 Name:   Karen Keane
                                      ------------------------------
                                 Title:  Director
                                       -----------------------------


                                 By:     /s/ David G. Dickinson, Jr.
                                    --------------------------------
                                 Name:   David G. Dickinson, Jr.
                                      ------------------------------
                                 Title:  Vice President
                                       -----------------------------


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                                 DEUTSCHE BANK AG, NEW YORK
                                 AND/OR CAYMAN ISLANDS BRANCH,
                                 as a Lender and as Agent for
                                 the Lenders

                                 By:     /s/ Karen Keane
                                    --------------------------------
                                 Name:   Karen Keane
                                      ------------------------------
                                 Title:  Director
                                       -----------------------------

                                 By:     /s/ David G. Dickinson, Jr.
                                    --------------------------------
                                 Name:   David G. Dickinson, Jr.
                                      ------------------------------
                                 Title:  Vice President
                                       -----------------------------


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                                 DEUTSCHE BANK SECURITIES INC. f/k/a
                                 DEUTSCHE BANC ALEX. BROWN INC., as Arranger


                                 By:     /s/ Robert Manto[illegible]
                                    --------------------------------
                                 Name:   Robert Manto[illegible]
                                      ------------------------------
                                 Title:  MD
                                       -----------------------------


                                 By:     /s/ Gennaro R. D'Agostino
                                    --------------------------------
                                 Name:   Gennaro R. D'Agostino
                                      ------------------------------
                                 Title:  Vice President
                                       -----------------------------


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