GREENLEAF TECHNOLOGIES CORP
10QSB, EX-10.3, 2000-08-22
NON-OPERATING ESTABLISHMENTS
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EXODUS COMMUNICATIONS, INC. CONFIDENTIAL AND PROPRIETARY


                           Exodus Communications, Inc.

                            Master Services Agreement


     This  Master   Services   Agreement   (the   "Agreement")   between  Exodus
Communications,      Inc.     ("Exodus")     and     Greenleaf      Technologies
Corp.___________________________  ("Customer")  is  made  effective  as of  date
indicated  below the Customer  signature on the initial Order Form  submitted by
Customer and accepted by Exodus.

1.       Overview.

     1.1 General. This Agreement states the terms and conditions by which Exodus
will  deliver and Customer  will receive any or all of the services  provided by
Exodus,  including  facilities,  bandwidth,  managed  services and  professional
services.  If Customer  purchases any equipment from Exodus (as indicated in the
Order Form(s)  described  below),  the terms and  conditions  by which  Customer
purchases  and Exodus  sells such  equipment  are stated in  Addendum A attached
hereto.  Only this  Section 1.1 and  Addendum A shall apply to the  purchase and
sale  of  equipment.  The  specific  services  and/or  products  to be  provided
hereunder are identified in the Order Form(s) submitted by Customer and accepted
by Exodus and described in detail in the Specification  Sheets and Statements of
Work  attached  to  each  Order  Form.   Each  Order  Form  (with  the  attached
Specification  Sheet(s)  and  Statement(s)  of  Work)  submitted,  accepted  and
executed  by  both  parties  is  hereby  incorporated  by  reference  into  this
Agreement.  This Agreement is intended to cover any and all Services  ordered by
Customer  and  provided by Exodus.  In the event that any terms set forth herein
apply  specifically  to a service not ordered by Customer,  such terms shall not
apply to Customer.

1.2      Definitions.

     (a) "Customer  Area" means that  portion(s) of the Internet Data  Center(s)
made available to Customer for the placement of Customer Equipment and/or Exodus
Supplied Equipment and use of the Service(s).

     (b)  "Customer  Equipment"  means the  Customer's  computer  hardware,  not
including  stored data, and other tangible  equipment  placed by Customer in the
Customer Area. The Customer  Equipment  shall be identified on Exodus'  standard
customer  equipment  list  completed  and  delivered  by Customer to Exodus,  as
amended in writing from time to time by Customer.

     (c) "Customer Registration Form" means the list that contains the names and
contact  information (e.g. pager,  email and telephone  numbers) of Customer and
the individuals  authorized by Customer to enter the Internet Data Center(s) and
Customer  Area,  as  delivered by Customer to Exodus and amended in writing from
time to time by Customer.

     (d)  "Customer   Technology"  means  Customer's   proprietary   technology,
including  Customer's  Internet  operations  design,  content,  software  tools,
hardware  designs,  algorithms,  software  (in source and  object  forms),  user
interface  designs,  architecture,  class libraries,  objects and  documentation
(both  printed  and  electronic),   know-how,  trade  secrets  and  any  related
intellectual  property rights throughout the world (whether owned by Customer or
licensed to Customer  from a third party) and also  including  any  derivatives,
improvements,  enhancements  or  extensions  of Customer  Technology  conceived,
reduced to practice, or developed during the term of this Agreement by Customer.

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<PAGE>

     (e) "Exodus Supplied  Equipment" means the computer hardware,  software and
other tangible  equipment and intangible  computer code contained  therein to be
provided by Exodus for use by Customer as set forth on the Order Form(s).

     (f) "Exodus  Technology" means Exodus'  proprietary  technology,  including
Exodus Services,  software tools,  hardware  designs,  algorithms,  software (in
source and object forms), user interface designs, architecture, class libraries,
objects and  documentation  (both  printed  and  electronic),  network  designs,
know-how,  trade secrets and any related intellectual property rights throughout
the world (whether owned by Exodus or licensed to Exodus from a third party) and
also  including any  derivatives,  improvements,  enhancements  or extensions of
Exodus Technology  conceived,  reduced to practice, or developed during the term
of this  Agreement by either party that are not uniquely  applicable to Customer
or that have general applicability in the art.

     (g) "Initial Term" means the minimum term for which Exodus will provide the
Service(s) to Customer,  as indicated on the Order Form(s).  Except as otherwise
expressly  provided  in this  Agreement,  Exodus is  obligated  to  provide  and
Customer is obligated  to pay for each Service  through its Initial Term and any
Renewal Term.

     (h) "Internet Data Center(s)" means any of the facilities used by Exodus to
provide the Service(s).

     (i)  "Professional   Services"  means  any  non-standard   professional  or
consulting  service  provided by Exodus to Customer as more fully described in a
Statement of Work.

     (j) "Renewal  Term" means any service term  following  the Initial Term, as
specified in Section 2.2.

     (k)  "Representatives"  mean the  individuals  identified in writing on the
Customer Registration Form and authorized by Customer to enter the Internet Data
Center(s) and the Customer Area.

     (l) "Rules and Regulations"  means the Exodus general rules and regulations
governing  Customer's  use of Services,  including,  but not limited to,  online
conduct, and the obligations of Customer and its Representatives in the Internet
Data Centers.

     (m)  "Service(s)"  means  the  specific  service(s)  provided  by Exodus as
described on the Order Form(s).

     (n) "Service  Commencement Date" means the date Exodus will begin providing
the  Service(s)  to Customer,  as indicated in a Notice of Service  Commencement
delivered by Exodus to Customer.

     (o) "Service Level Warranty" is described and defined in Section 5.2 below.

     (p) "Specification  Sheet" means the detailed description for each Service,
other than  Professional  Services,  ordered by Customer  that is attached to an
Order Form(s).

     (q)  "Statement  of  Work"  means  the  detailed   description(s)   of  the
Professional Services attached to (an) Order Form(s).

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<PAGE>


     (r) "Work" means any tangible deliverable provided by Exodus to Customer as
described in the Statement of Work for any Professional Service.


2.  Delivery of Services; Terms; Fees.

   2.1  Delivery of Services.

     (a) General.  By submitting an Order Form,  Customer agrees to take and pay
for, and, by accepting the Order Form, Exodus agrees to provide,  the Service(s)
during the Initial  Term and for any Renewal  Term,  as  specified  in paragraph
2.2(b) below.

     (b) Delivery of Supplemental  Services. The purpose of this provision is to
enable Exodus to provide  Customer with certain  limited  services and equipment
needed by Customer on a "one-off" or emergency basis  ("Supplemental  Services")
where  such  services  are not  included  within  the scope of the  Services  as
described in the  Specification  Sheets and/or  Statement of Work.  Supplemental
Service  may  include,  as an  example,  a request  from  Customer to Exodus via
telephone  that Exodus  immediately  replace a problem  Customer  server with an
Exodus server for a temporary  period of time.  Exodus shall notify  Customer of
the  fees  for any  Supplemental  Services  requested  by  Customer  and  obtain
Customer's  approval  prior to  providing  such  services.  In the event  Exodus
reasonably  determines that  Supplemental  Services are required on an emergency
basis,  Exodus may  provide  such  services  without  the  consent of  Customer,
thereafter  provide  notice of the  services  to  Customer  and bill  Customer a
reasonable fee for such services. Customer agrees to pay Exodus the fees charged
by Exodus for Supplemental  Services.  Customer will be charged for Supplemental
Services in the invoice  issued the month  following  delivery of the  services.
Exodus  will  use  commercially   reasonable  efforts  to  provide  Supplemental
Services,  provided  that Exodus has no  obligation to determine the need for or
provide Supplemental  Services.  All Supplemental  Services provided pursuant to
this paragraph 2.1(b) are provided on an "as-is" basis and exclude warranties of
any kind, whether express or implied.

   2.2 Term.

     (a) Term  Commencement.  The term for each  Service  will  commence  on the
Service  Commencement  Date  indicated  in the  Notice of  Service  Commencement
delivered by Exodus to Customer  when Exodus  begins  providing  each Service to
Customer.

     (b)  Renewal  Term(s).   Each  Service  will  continue   automatically  for
additional  terms equal to the Initial Term  ("Renewal  Term")  unless  Customer
notifies  Exodus in  writing at least  thirty  (30) days prior to the end of the
Initial Term or a Renewal Term, as applicable,  that it has elected to terminate
such  Service,  in which case such  Service  shall  terminate at the end of such
term. The termination of any Service will not affect  Customer's  obligations to
pay for other Service(s).  Notwithstanding  the foregoing,  Exodus may change or
increase  the prices it charges  Customer  for any Service at any time after the
Initial Term effective thirty (30) days after providing notice to Customer. This
paragraph  2.2(b)  does not apply to  Exodus  Supplied  Equipment  which is only
provided for the Initial Term.

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<PAGE>

3.       Fees and payment terms.

     3.1 Fees and  Expenses.  Customer  will pay all fees due  according  to the
prices and terms  listed in the Order  Form(s).  The prices  listed in the Order
Form(s)  will remain in effect  during the Initial  Term  indicated in the Order
Form(s) and will continue thereafter, unless modified in accordance with Section
2.2.  Customer  also  agrees  to  reimburse  Exodus  for  actual   out-of-pocket
reasonable expenses incurred in providing Professional Services to Customer.

     3.2 Payment  Terms.  On the  Service  Commencement  Date for each  Service,
Customer will be billed an amount equal to all  non-recurring  charges indicated
in the Order Form and the monthly  recurring  charges for the first month of the
term.  Monthly  recurring charges for all other months will be billed in advance
of the  provision  of  Services.  All other  charges for  Services  received and
expenses  incurred for  Professional  Services  during a month (e.g.,  bandwidth
usage fees, travel expenses) will be billed at the end of the month in which the
Services were provided.  Payment for all fees is due upon receipt of each Exodus
invoice. All payments will be made in the United States in U.S. dollars.

     3.3 Late Payments.  Any payment not received within thirty (30) days of the
invoice date will accrue interest at a rate of one and one-half percent (1/1/2%)
per month, or the highest rate allowed by applicable law, whichever is lower. If
Customer is  delinquent  in its  payments,  Exodus may,  upon written  notice to
Customer,  modify the payment terms to require full payment before the provision
of all Services and Exodus  Supplied  Equipment or require  other  assurances to
secure Customer's payment obligations hereunder.

     3.4 Taxes.  All fees charged by Exodus for  Services  are  exclusive of all
taxes and  similar  fees now in force or enacted  in the  future  imposed on the
transaction  and/or the  delivery of  Services,  all of which  Customer  will be
responsible  for and will pay in full,  except for taxes  based on  Exodus'  net
income.

4. Confidential Information; Intellectual Property Ownership; License Grants.

   4.1 Confidential Information.

     (a) Nondisclosure of Confidential Information. Each party acknowledges that
it will have  access to  certain  confidential  information  of the other  party
concerning  the  other  party's  business,  plans,  customers,  technology,  and
products,   and  other  information  held  in  confidence  by  the  other  party
("Confidential   Information").   Confidential   Information  will  include  all
information  in  tangible or  intangible  form that is marked or  designated  as
confidential  or that,  under the  circumstances  of its  disclosure,  should be
considered confidential.  Confidential Information will also include, but not be
limited to, Exodus Technology, Customer Technology, and the terms and conditions
of this  Agreement.  Each party  agrees that it will not use in any way, for its
own account or the account of any third party, except as expressly permitted by,
or required to achieve the  purposes  of, this  Agreement,  nor  disclose to any
third party (except as required by law or to that party's attorneys, accountants
and  other  advisors  as  reasonably  necessary),   any  of  the  other  party's
Confidential  Information  and will take  reasonable  precautions to protect the
confidentiality  of such  information,  at  least  as  stringent  as it takes to
protect its own Confidential Information.

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<PAGE>


     (b) Exceptions.  Information  will not be deemed  Confidential  Information
hereunder  if such  information:  (i) is known to the  receiving  party prior to
receipt from the  disclosing  party  directly or indirectly  from a source other
than one having an obligation of  confidentiality  to the disclosing party; (ii)
becomes  known  (independently  of disclosure  by the  disclosing  party) to the
receiving  party  directly or indirectly  from a source other than one having an
obligation of  confidentiality  to the disclosing party;  (iii) becomes publicly
known or otherwise ceases to be secret or confidential,  except through a breach
of this Agreement by the receiving party; or (iv) is independently  developed by
the receiving party. The receiving party may disclose  Confidential  Information
pursuant to the  requirements  of a governmental  agency or by operation of law,
provided that it gives the  disclosing  party  reasonable  prior written  notice
sufficient to permit the disclosing party to contest such disclosure.

   4.2 Intellectual Property.

     (a)  Ownership.  Except for the  rights  expressly  granted  herein and the
assignment  expressly made in paragraph 4.4(a), this Agreement does not transfer
from Exodus to Customer any Exodus Technology, and all right, title and interest
in and to Exodus  Technology  will  remain  solely with  Exodus.  Except for the
rights expressly granted herein,  this Agreement does not transfer from Customer
to Exodus any Customer  Technology,  and all right, title and interest in and to
Customer  Technology will remain solely with Customer.  Exodus and Customer each
agrees that it will not, directly or indirectly,  reverse  engineer,  decompile,
disassemble  or otherwise  attempt to derive  source code or other trade secrets
from the other party.

     (b) General Skills and Knowledge.  Notwithstanding anything to the contrary
in this  Agreement,  Exodus  will not be  prohibited  or enjoined at any time by
Customer  from  utilizing any skills or knowledge of a general  nature  acquired
during the course of providing  the  Services,  including,  without  limitation,
information  publicly known or available or that could reasonably be acquired in
similar work performed for another customer of Exodus.

     4.3 License Grants.

     (a)  By  Exodus.   Exodus  hereby   grants  to  Customer  a   nonexclusive,
royalty-free  license,  during  the term of this  Agreement,  to use the  Exodus
Technology  solely for purposes of using the Service(s).  Customer shall have no
right  to use the  Exodus  Technology  for any  purpose  other  than  using  the
Service(s).

     (b) By Customer.  Customer  agrees that if, in the course of performing the
Service(s),  it is necessary  for Exodus to access  Customer  Equipment  and use
Customer  Technology,  Exodus is hereby  granted and shall have a  nonexclusive,
royalty-free  license,  during the term of this  Agreement,  to use the Customer
Technology  solely for the purposes of  delivering  the  Service(s) to Customer.
Exodus shall have no right to use the Customer  Technology for any purpose other
than providing the Service(s).

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<PAGE>

   4.4   Professional Services; Assignments and License.

     (a)  Assignment  of Work.  Effective at the time Exodus  receives  full and
final  payment for the  Professional  Service,  Exodus  assigns to Customer  all
right,  title and interest,  including all intellectual  property rights, in the
Work,  provided,  however,  that such  assignment  does not  include  the Exodus
Technology.

     (b) License  Grant.  Commencing at the time Exodus  receives full and final
payment   for  the  Work,   Exodus   grants   to   Customer   a   non-exclusive,
non-transferable,  royalty free,  perpetual license to use the Exodus Technology
incorporated  into the Work solely in  connection  with the use of the Work as a
whole.  To the extent that Customer or its employees or contractors  participate
in the creation or  development  of Exodus  Technology,  Customer,  on behalf of
itself and its employees and  contractors,  hereby  assigns to Exodus all right,
title and interest,  including all  intellectual  property rights in, the Exodus
Technology.

5.   Exodus Representations and Warranties.

   5.1  General.

     (a) Authority and  Performance  of Exodus.  Exodus  represents and warrants
that (i) it has the legal  right to enter into this  Agreement  and  perform its
obligations hereunder,  and (ii) the performance of its obligations and delivery
of the  Services  to  Customer  will not violate  any  applicable  U.S.  laws or
regulations,  including OSHA  requirements,  or cause a breach of any agreements
with any third parties.  In the event of a breach of the warranties set forth in
this paragraph 5.1(a), Customer's sole remedy is termination pursuant to Section
10 of the Agreement.

     (b) Year 2000  Performance  Compliance.  Exodus  warrants  that none of the
computer  hardware  and  software  systems and  equipment  incorporated  into or
utilized in the delivery of the Services contains any date dependent routines or
logic which will fail to operate correctly after December 31, 1999, by reason of
such date dependence;  provided,  however, that no representation or warranty is
made as to the adequacy of any Customer or third party service provider hardware
or software used in connection with the Services.  In the event of any breach of
the  warranties  under  this  paragraph   5.1(b),   Customer's  sole  remedy  is
termination pursuant to Section 10 of the Agreement.

     5.2. Service Level Warranty.  In the event that Customer experiences any of
the  service  performance  issues  defined  in this  Section  5.2 as a result of
Exodus'  failure to provide  bandwidth or facility  services,  Exodus will, upon
Customer's request in accordance with paragraph 5.2(d) below,  credit Customer's
account as described  below (the "Service  Level  Warranty").  The Service Level
Warranty  shall not apply to any  services  other than  bandwidth  and  facility
services,  and,  shall not apply to  performance  issues  (i)  caused by factors
outside of Exodus'  reasonable  control;  (ii) that resulted from any actions or
inactions  of  Customer  or any  third  parties;  or (iii)  that  resulted  from
Customer's  equipment  and/or third party equipment (not within the sole control
of Exodus).

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<PAGE>


     (a) Service  Warranty  Definitions.  For  purposes of this  Agreement,  the
following   definitions   shall  apply  only  to  the  Services  (not  including
Professional Services).

     (i) "Downtime"  shall mean sustained packet loss in excess of fifty percent
(50%) within Exodus' U.S.  network for fifteen (15)  consecutive  minutes due to
the failure of Exodus to provide Service(s) for such period.  Downtime shall not
include  any packet  loss or network  unavailability  during  Exodus'  scheduled
maintenance of the Internet Data Centers,  network and Service(s),  as described
in the Rules and Regulations.

     (ii)  "Excess  Latency"  shall mean  transmission  latency in excess of one
hundred twenty (120)  milliseconds round trip time between any two points within
Exodus' U.S. network.

     (iii) "Excess  Packet Loss" shall mean packet loss in excess of one percent
(1%) between any two points within Exodus' U.S. network.

     (iv)  "Performance  Problem"  shall mean Excess  Packet Loss and/or  Excess
Latency.

     (v) "Service  Credit"  shall mean an amount  equal to the pro-rata  monthly
recurring  connectivity  charges (i.e., all monthly recurring  bandwidth-related
charges) for one (1) day of Service.

     (b) Downtime Periods. In the event Customer experiences Downtime,  Customer
shall be eligible  to receive  from  Exodus a Service  Credit for each  Downtime
period.  Examples:  If Customer  experiences  one Downtime  period,  it shall be
eligible to receive one Service  Credit.  If Customer  experiences  two Downtime
periods,  either from a single event or multiple events, it shall be eligible to
receive two Service Credits.

     (c) Performance Problem;  Packet Loss and Latency. In the event that Exodus
discovers or is notified by Customer that Customer is experiencing a Performance
Problem,  Exodus will take all actions  necessary to determine the source of the
Performance Problem.

     (i)  Time to  Discover  Source  of  Performance  Problem;  Notification  of
Customer.  Within  two (2)  hours of  discovering  or  receiving  notice  of the
Performance Problem, Exodus will determine whether the source of the Performance
Problem is limited to the Customer Equipment and the Exodus equipment connecting
the Customer Equipment to the Exodus LAN. If Exodus determines that the Customer
Equipment and Exodus  connection are not the source of the Performance  Problem,
Exodus will determine the source of the Performance Problem within an additional
two (2) hour period. In any event,  Exodus will notify Customer of the source of
the Performance Problem within sixty (60) minutes of identifying the source.

     (ii) Remedy of Packet Loss and  Latency.  If the source of the  Performance
Problem is within the sole control of Exodus, Exodus will remedy the Performance
Problem  within  two (2) hours of  determining  the  source  of the  Performance
Problem.  If the source of and remedy to the Performance  Problem reside outside
of the Exodus LAN or WAN,  Exodus will use  commercially  reasonable  efforts to
notify the party(ies)  responsible for the source of the Performance Problem and
cooperate with it (them) to resolve such problem as soon as possible.

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<PAGE>

     (iii) Failure to Determine  Source and/or Remedy.  In the event that Exodus
(A) is unable to determine the source of the Performance Problem within the time
periods described in subsection (i) above and/or;  (B) is the sole source of the
Performance  Problem and is unable to remedy such Performance Problem within the
time period  described in subsection  (ii) above,  Exodus will deliver a Service
Credit to Customer  for each two (2) hour  period in excess of the time  periods
for identification and resolution described above.

     (d) Customer Must Request  Service  Credit.  In order to receive any of the
Service  Credits  described  in this Section 5.2,  Customer  must notify  Exodus
within  seven (7) days from the time  Customer  becomes  eligible  to  receive a
Service Credit.  Failure to comply with this requirement will forfeit Customer's
right to receive a Service Credit.

     (e) Remedies Shall Not Be Cumulative; Maximum Service Credit. The aggregate
maximum number of Service Credits to be issued by Exodus to Customer for any and
all Downtime  periods and  Performance  Problems that occur in a single calendar
month shall not exceed  seven (7) Service  Credits.  A Service  Credit  shall be
issued in the Exodus invoice in the month  following the Downtime or Performance
Problem,  unless the Service Credit is due in Customer's final month of Service.
In such case, a refund for the dollar value of the Service Credit will be mailed
to Customer.  Customer  shall also be eligible to receive a pro-rata  refund for
(i)  Downtime  periods and  Performance  Problems  for which  Customer  does not
receive a Service  Credit  and (ii) any  Services  Exodus  does not  deliver  to
Customer for which Customer has paid.

     (f) Termination  Option for Chronic  Problems.  Customer may terminate this
Agreement for cause and without penalty by notifying Exodus within five (5) days
following  the end of a  calendar  month in the event  either  of the  following
occurs:  (i)  Customer  experiences  more than  fifteen  (15)  Downtime  periods
resulting  from  three (3) or more  nonconsecutive  Downtime  events  during the
calendar  month;  or (ii) Customer  experiences  more than eight (8) consecutive
hours of Downtime due to any single event.  Such  termination  will be effective
thirty (30) days after receipt of such notice by Exodus.

     (g) The service  level  warranty  set forth in this  section 5.2 shall only
apply to the bandwidth and  facilities  Service(s)  provided by exodus and, does
not apply to (i) any professional services;  (ii) any supplemental services; and
(iii) any  Service(s)  that  expressly  exclude this service level  warranty (as
stated in the specification  sheets for such Services).  This Section 5.2 states
customer's  sole and  exclusive  remedy  for any  failure  by Exodus to  provide
Service(s).

     5.3 Service Performance Warranty.  Exodus warrants that it will perform the
Services in a manner consistent with industry standards reasonably applicable to
the performance thereof.

     5.4 Selection of Exodus Supplied Equipment; Manufacturer Warranty. Customer
acknowledges  that it has selected the Exodus  Supplied  Equipment and disclaims
any statements made by Exodus. Except with respect to any express warranties for
Service(s)  related to Exodus  Supplied  Equipment,  Customer  acknowledges  and
agrees that its use and possession of the Exodus Supplied  Equipment by Customer
shall be subject to and  controlled  by the terms of any  manufacturer's  or, if
appropriate,  supplier's  warranty,  and  Customer  agrees to look solely to the
manufacturer  or, if  appropriate,  supplier  with  respect  to all  mechanical,
service and other claims,  and the right to enforce all warranties  made by said
manufacturer  are  hereby,  to the  extent  Exodus has the  right,  assigned  to
Customer solely for the Initial Term.

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<PAGE>

     5.5 No Other Warranty.  Except for the express warranties set forth in this
section 5, the Services are provided on an "as is" basis,  and Customer's use of
the Services is at its own risk. Exodus does not make, and hereby disclaims, any
and all other Express and/or implied warranties,  including, but not limited to,
warranties of merchantability, fitness for a particular purpose, noninfringement
and title, and any warranties arising from a course of dealing,  usage, or trade
practice.  Exodus  does not warrant  that the  Services  will be  uninterrupted,
error-free, or completely secure.

     5.6  Disclaimer  of  Actions  Caused by and/or  Under the  Control of Third
Parties.  Exodus does not and cannot control the flow of data to or from Exodus'
network and other  portions of the internet.  Such flow depends in large part on
the performance of internet services provided or controlled by third parties. At
times,  actions  or  inactions  of such  third  parties  can  impair or  disrupt
customer's  connections to the Internet (or portions  thereof).  Although Exodus
will  use  commercially   reasonable  efforts  to  take  all  actions  it  deems
appropriate to remedy and avoid such events,  exodus cannot  guarantee that such
events  will not occur.  Accordingly,  Exodus  disclaims  any and all  liability
resulting from or related to such events.

6.       Customer Obligations.

   6.1 Warranties of Customer.

     (a) General.  Customer  represents  and warrants  that (i) it has the legal
right and  authority,  and will  continue to own or maintain the legal right and
authority,  during  the term of this  Agreement,  to place and use any  Customer
Equipment as  contemplated  under this  Agreement;  (ii) the  performance of its
obligations and use of the Services (by Customer,  its customers and users) will
not violate any applicable  laws,  regulations  or the Rules and  Regulations or
cause a  breach  of any  agreements  with  any  third  parties  or  unreasonably
interfere  with other Exodus  customers' use of Exodus  services,  and (iii) all
equipment,  materials  and other  tangible  items placed by Customer at Internet
Data  Centers  will be used  in  compliance  with  all  applicable  manufacturer
specifications.

     (b)  Breach  of  Warranties.  In  the  event  of any  breach  of any of the
foregoing  warranties,  in addition to any other remedies available at law or in
equity,  Exodus  will have the  right,  in its sole  reasonable  discretion,  to
suspend  immediately  any related  Services if deemed  reasonably  necessary  by
Exodus to  prevent  any harm to Exodus and its  business.  Exodus  will  provide
notice and  opportunity  to cure if  practicable  depending on the nature of the
breach. Once cured, Exodus will promptly restore the Service(s).

                                       10
<PAGE>

     6.2 Compliance with Law and Rules and Regulations.  Customer agrees that it
will use the  Service(s)  only for lawful  purposes and in accordance  with this
Agreement.  Customer  will  comply at all  times  with all  applicable  laws and
regulations  and the Rules and  Regulations,  as updated by Exodus  from time to
time. The Rules and Regulations are  incorporated  herein and made a part hereof
by this reference. Exodus may change the Rules and Regulations upon fifteen (15)
days' notice to Customer, which notice may be provided by posting such new Rules
and Regulations at the Exodus Web site  www.exodus.net.  Customer agrees that it
has  received,  read and  understands  the  current  version  of the  Rules  and
Regulations.  The Rules and Regulations  contain  restrictions on Customer's and
Customer's users' online conduct  (including  prohibitions  against  unsolicited
commercial  email)  and  contain  financial  penalties  for  violations  of such
restrictions. Customer agrees to comply with such restrictions and, in the event
of a failure  to  comply,  Customer  agrees to pay the  financial  penalties  in
accordance with the Rules and  Regulations.  Customer  acknowledges  that Exodus
exercises  no control  whatsoever  over the content of the  information  passing
through Customer's site(s) and that it is the sole responsibility of Customer to
ensure that the information it and its users transmit and receive  complies with
all applicable laws and regulations and the Rules and Regulations.

     6.3  Access and  Security.  Except  with the  advanced  written  consent of
Exodus, Customer's access to the Internet Data Centers will be limited solely to
the  Representatives.  Representatives may only access the Customer Area and are
prohibited  from  accessing  other areas of the Internet Data  Center(s)  unless
accompanied by an authorized Exodus representative.

     6.4 Restrictions on Use of Services.  Customer shall not, without the prior
written consent of Exodus (which may be withheld in its sole discretion), resell
the  Services to any third  parties or connect  Customer  Equipment  directly to
anything other than the Exodus network, equipment and facilities.

     6.5  Relocation  of  Customer  Equipment.  In the  event  that  it  becomes
necessary  to  relocate  the  Customer  Equipment  to another  Customer  Area or
Internet Data Center  operated by Exodus,  Customer will cooperate in good faith
with Exodus to facilitate  such  relocation,  provided  that such  relocation is
based on  reasonable  business  needs of  Exodus  (including  the needs of other
Exodus  customers),  the  expansion  of the space  requirements  of  Customer or
otherwise.  Exodus  shall be  solely  responsible  for any  costs  and  expenses
incurred  by  Exodus  in  connection  with  any  such  relocation  and  will use
commercially  reasonable efforts, in cooperation with Customer,  to minimize and
avoid any interruption to the Services.

   6.6 Exodus Supplied Equipment.

     (a) Delivery and Term. On or prior to the Service Commencement Date, Exodus
shall deliver to Customer,  at the designated Customer Area, the Exodus Supplied
Equipment.  Customer shall have the right to use the Exodus  Supplied  Equipment
for the  Initial  Term set forth in the  Order  Form and any  additional  period
agreed to in writing by Exodus.  Customer  shall not remove any Exodus  Supplied
Equipment from the Customer Area(s) without the prior written consent of Exodus.

                                       11
<PAGE>

     (b) Title.  The Exodus Supplied  Equipment shall always remain the personal
property of Exodus. Customer shall have no right or interest in or to the Exodus
Supplied Equipment except as provided in this Agreement and the applicable Order
Form and shall hold the Exodus Supplied Equipment subject and subordinate to the
rights of Exodus.  Customer  agrees to execute UCC  financing  statements as and
when requested by Exodus and hereby appoints Exodus as its  attorney-in-fact  to
execute such financing  statements on behalf of Customer.  Customer will, at its
own expense, keep the Exodus Supplied Equipment free and clear from any liens or
encumbrances  of any kind (except any caused by Exodus) and will  indemnify  and
hold Exodus  harmless from and against any loss or expense  caused by Customer's
failure to do so.  Customer  shall give Exodus  immediate  written notice of any
attachment  or judicial  process  affecting  the Exodus  Supplied  Equipment  or
Exodus' ownership.  Customer will not remove, alter or destroy any labels on the
Exodus  Supplied  Equipment  stating that it is the property of Exodus and shall
allow the inspection of the Exodus Supplied Equipment at any time.

     (c) Use,  Maintenance and Repair.  Customer will, at its own expense,  keep
the Exodus Supplied  Equipment in good repair,  appearance and condition,  other
than normal wear and tear,  and, if not included in the Services,  shall obtain,
pay for and keep in effect  through the  Initial  Term a hardware  and  software
maintenance agreement with the manufacturer or other party acceptable to Exodus.
All parts  furnished in  connection  with such repair and  maintenance  shall be
manufacturer  authorized parts and shall  immediately  become  components of the
Exodus  Supplied  Equipment and the property of Exodus.  Customer  shall use the
Exodus Supplied  Equipment in compliance with the  manufacturer's  or supplier's
suggested guidelines.

     (d) Upgrades and  Additions.  Customer may affix or install any  accessory,
addition,  upgrade,  equipment  or device on to the  Exodus  Supplied  Equipment
(other than electronic data) ("Additions")  provided that such Additions (i) can
be removed  without causing  material  damage to the Exodus Supplied  Equipment;
(ii) do not  reduce  the value of the Exodus  Supplied  Equipment  and (iii) are
obtained  from or  approved  in  writing  by Exodus  and are not  subject to the
interest of any third party other than Exodus.  Any other  Additions  may not be
installed without Exodus' prior written consent. At the end of the Initial Term,
Customer  shall remove any  Additions  which (i) were not provided by Exodus and
(ii) are readily  removable without causing material damage or impairment of the
intended function,  use, or value of the Exodus Supplied Equipment,  and restore
the Exodus  Supplied  Equipment to its original  configuration.  Any  Additions,
which are not so removable, will become the property of Exodus (lien free).

7.       Insurance.

     7.1 Exodus Minimum  Levels.  Exodus agrees to keep in full force and effect
during the term of this Agreement: (i) comprehensive general liability insurance
in an amount  not less than $2 million  per  occurrence  for  bodily  injury and
property damage and (ii) workers'  compensation  insurance in an amount not less
than that required by applicable  law.  Exodus agrees that it will ensure and be
solely responsible for ensuring that its contractors and subcontractors maintain
insurance  coverage at levels no less than those  required by applicable law and
customary in Exodus' and its agents' industries.

                                       12
<PAGE>

     7.2 Customer  Minimum Levels.  In order to provide  customers with physical
access to facilities  operated by Exodus and equipment  owned by third  parties,
Exodus is required by its insurers to ensure that each Exodus customer maintains
adequate  insurance  coverage.  Customer agrees to keep in full force and effect
during the term of this Agreement: (i) comprehensive general liability insurance
in an amount  not less than $2 million  per  occurrence  for  bodily  injury and
property  damage and (ii) workers  compensation  insurance in an amount not less
than that required by applicable law. Customer agrees that it will ensure and be
solely  responsible  for ensuring  that its agents  (including  contractors  and
subcontractors)  maintain  insurance  coverage  at  levels  no less  than  those
required  by  applicable  law  and  customary  in  Customer's  and  its  agents'
industries.

     7.3  Certificates  of Insurance;  Naming  Exodus as an Additional  Insured.
Prior to installation of any Customer  Equipment in the Customer Area,  Customer
will (i) deliver to Exodus  certificates of insurance which evidence the minimum
levels of insurance set forth above; and (ii) cause its insurance provider(s) to
name  Exodus as an  additional  insured  and  notify  Exodus in  writing  of the
effective date thereof.

8.  Limitations of Liability.

     8.1 Personal Injury.  Each  Representative and any other person visiting an
Internet  Data  Center  does so at its own risk.  Exodus  assumes  no  liability
whatsoever for any harm to such persons  resulting from any cause other than the
negligence or willful misconduct of Exodus.

     8.2 Damage to  Customer  Equipment.  Exodus  assumes no  liability  for any
damage to, or loss of, any  Customer  Equipment  resulting  from any cause other
than the  negligence or willful  misconduct  of Exodus.  To the extent Exodus is
liable for any damage to, or loss of,  Customer  Equipment for any reason,  such
liability will be limited solely to the  then-current  replacement  value of the
Customer Equipment, excluding lost data, software and firmware.

     8.3.  Consequential  Damages  Waiver.  Except for a breach of  section  4.1
("Confidential Information") of this agreement, In no event will either party be
liable  or  responsible  to the  other  for any  type of  incidental,  punitive,
indirect or consequential damages,  including, but not limited to, lost revenue,
lost profits, replacement goods, loss of technology, rights or services, loss of
data, or interruption or loss of use of service or equipment, even if advised of
the possibility of such damages,  whether arising under theory of contract, tort
(including negligence), strict liability or otherwise.

     8.4.  Basis of the  Bargain;  Failure of  Essential  Purpose.  The  parties
acknowledge  that Exodus has set its prices and entered  into this  Agreement in
reliance upon the limitations of liability and the disclaimers of warranties and
damages  set  forth  herein,  and that the same form an  essential  basis of the
bargain  between  the  parties.  The  parties  agree  that the  limitations  and
exclusions of liability and disclaimers specified in this Agreement will survive
and apply even if found to have failed of their essential purpose.

                                       13
<PAGE>

9. Indemnification.

     9.1. Indemnification.  Each party will indemnify, defend and hold the other
harmless from and against any and all costs,  liabilities,  losses, and expenses
(including,  but not  limited to,  reasonable  attorneys'  fees)  (collectively,
"Losses")  resulting  from any claim,  suit,  action,  or proceeding  (each,  an
"Action")  brought  by any  third  party  against  the  other or its  affiliates
alleging (i) the infringement or misappropriation  of any intellectual  property
right  relating to the  delivery or use of the  Service(s)  (but  excluding  any
infringement  contributorily  caused by the other party);  (ii) personal  injury
caused by the negligence or willful misconduct of the other party; and (iii) any
violation of or failure to comply with the Rules and Regulations.  Customer will
indemnify,  defend and hold Exodus,  its affiliates and customers  harmless from
and  against  any and all Losses  resulting  from or  arising  out of any Action
brought  against  Exodus,  its  affiliates  or customers  alleging any damage or
destruction to the Customer Area, the Internet Data Centers, Exodus equipment or
other customer equipment caused by Customer, its Representative(s) or designees.

     9.2 Notice.  Each party's  indemnification  obligations  hereunder shall be
subject to (i) receiving  prompt  written notice of the existence of any Action;
(ii) being able to, at its option,  control the  defense of such  Action;  (iii)
permitting  the  indemnified  party to participate in the defense of any Action;
and (iv) receiving  full  cooperation  of the  indemnified  party in the defense
thereof.

10.  Termination.

     10.1.  Termination For Cause. Either party may terminate this Agreement if:
(i) the other party  breaches any material  term or condition of this  Agreement
and fails to cure such breach  within  thirty (30) days after receipt of written
notice of the same,  except in the case of  failure  to pay fees,  which must be
cured within five (5) days after receipt of written notice from Exodus; (ii) the
other party  becomes the subject of a voluntary  petition in  bankruptcy  or any
voluntary  proceeding  relating to  insolvency,  receivership,  liquidation,  or
composition  for the benefit of creditors;  or (iii) the other party becomes the
subject of an involuntary  petition in bankruptcy or any involuntary  proceeding
relating  to  insolvency,  receivership,  liquidation,  or  composition  for the
benefit of creditors,  if such  petition or  proceeding is not dismissed  within
sixty  (60) days of  filing.  Customer  may also  terminate  this  Agreement  in
accordance with the terms set forth in paragraph 5.2(f) ("Termination Option For
Chronic Problems") of this Agreement.

     10.2 No  Liability  for  Termination.  Neither  party will be liable to the
other for any  termination  or  expiration  of any Service or this  Agreement in
accordance with its terms.

                                       14
<PAGE>

     10.3. Effect of Termination. Upon the effective date of termination of this
Agreement:

     (a) Exodus will immediately cease providing the Service(s);

     (b) any and all payment  obligations  of Customer  under this Agreement for
Service(s) provided through the date of termination will immediately become due;

     (c) within thirty (30) days of such termination, each party will return all
Confidential  Information of the other party in its possession and will not make
or retain any copies of such  Confidential  Information  except as  required  to
comply with any applicable legal or accounting record keeping requirement; and

     (d) within five (5) days of such termination Customer shall (i) remove from
the Internet Data Centers all Customer Equipment  (excluding any Exodus Supplied
Equipment) and any other Customer  property;  (ii) deliver or make available all
Exodus Supplied  Equipment to an authorized  representative of Exodus, and (iii)
return  the  Customer  Area to  Exodus  in the same  condition  as it was on the
Service  Commencement Date for the Customer Area, normal wear and tear excepted.
If Customer does not remove the Customer Equipment and its other property within
such five-day  period,  Exodus will have the option to (i) move any and all such
property to secure storage and charge  Customer for the cost of such removal and
storage, and/or (ii) liquidate the property in any reasonable manner.

     10.4.  Customer Equipment as Security.  In the event that Customer fails to
pay Exodus all  undisputed  amounts owed Exodus under this  Agreement  when due,
Customer  agrees that,  upon delivery of written notice to Customer,  Exodus may
(i) restrict  Customer's  physical  access to the Customer  Area and  Equipment;
and/or  (ii)  take  possession  of any  Customer  Equipment  and  store  it,  at
Customer's expense,  until taken in full or partial  satisfaction of any lien or
judgment, all without being liable to prosecution or for damages.

     10.5.  Survival.  The following  provisions  will survive any expiration or
termination of the Agreement:  Sections 3, 4.1, 4.2, 4.4, 5.5, 6.6(d),  8, 9, 10
and 11 (excluding 11.2).

11.  Miscellaneous Provisions.

     11.1 Force Majeure.  Except for the  obligation to make  payments,  neither
party will be liable  for any  failure  or delay in its  performance  under this
Agreement due to any cause beyond its reasonable control, including acts of war,
acts of God,  earthquake,  flood,  embargo,  riot,  sabotage,  labor shortage or
dispute,  governmental  act or failure of the Internet (not  resulting  from the
actions or inactions of Exodus),  provided that the delayed party: (a) gives the
other party prompt notice of such cause, and (b) uses its reasonable  commercial
efforts to promptly  correct such failure or delay in performance.  If Exodus is
unable to provide  Service(s) for a period of thirty (30)  consecutive days as a
result of a continuing force majeure event, Customer may cancel the Service(s).

                                        15
<PAGE>

     11.2 No Lease;  Agreement  Subordinate to Master Lease. This Agreement is a
services agreement and is not intended to and will not constitute a lease of any
real  property.  Customer  acknowledges  and agrees that (i) it has been granted
only a license to occupy the Customer Area and use the Internet Data Centers and
any  equipment  provided  by Exodus in  accordance  with  this  Agreement;  (ii)
Customer has not been granted any real property interest in the Customer Area or
Internet  Data  Centers;  (iii)  Customer has no rights as a tenant or otherwise
under any real property or  landlord/tenant  laws,  regulations,  or ordinances;
(iv) this  Agreement,  to the  extent  it  involves  the use of space  leased by
Exodus,  shall be subordinate  to any lease between Exodus and its  landlord(s);
and (v) the  expiration or  termination  of any such lease shall  terminate this
Agreement as to such property subject to Customer retaining any rights or claims
it may have against  Exodus  arising from the  expiration or termination of such
lease.  Customer hereby waives and releases any claims or rights to make a claim
that it may have against the landlord(s)  under any lease by Exodus with respect
to any  equipment or property of Customers'  located in the premises  demised to
Exodus by such landlord(s).

     11.3  Marketing.  Customer  agrees that  during the term of this  Agreement
Exodus may publicly refer to Customer,  orally and in writing,  as a Customer of
Exodus.  Any other  reference to Customer by Exodus requires the written consent
of Customer.

     11.4 Government Regulations. Customer will not export, re-export, transfer,
or make  available,  whether  directly  or  indirectly,  any  regulated  item or
information to anyone outside the U.S. in connection with this Agreement without
first  complying  with all  export  control  laws and  regulations  which may be
imposed by the U.S. Government and any country or organization of nations within
whose jurisdiction Customer operates or does business.

     11.5.  Non-Solicitation.  During the Term of this  Agreement and continuing
through the first  anniversary of the  termination of this  Agreement,  Customer
agrees that it will not, and will ensure that its affiliates do not, directly or
indirectly, solicit or attempt to solicit for employment any persons employed by
Exodus or contracted by Exodus to provide Services to Customer.

     11.6. No Third Party Beneficiaries.  Exodus and Customer agree that, except
as otherwise expressly provided in this Agreement, there shall be no third party
beneficiaries  to this  Agreement,  including  but not limited to the  insurance
providers for either party or the customers of Customer.

                                       16
<PAGE>

     11.7.  Governing Law; Dispute Resolution.  This Agreement is made under and
will be governed by and  construed in  accordance  with the laws of the State of
California  (except  that  body  of  law  controlling   conflicts  of  law)  and
specifically  excluding from application to this Agreement that law known as the
United Nations  Convention on the International  Sale of Goods. The parties will
endeavor to settle amicably by mutual discussions any disputes,  differences, or
claims whatsoever related to this Agreement.  Failing such amicable  settlement,
any controversy,  claim, or dispute arising under or relating to this Agreement,
including the existence, validity, interpretation,  performance,  termination or
breach  thereof,  shall finally be settled by arbitration in accordance with the
Arbitration  Rules (and if  Customer  is a non-U.S.  entity,  the  International
Arbitration Rules) of the American Arbitration  Association ("AAA").  There will
be three (3) arbitrators (the "Arbitration  Tribunal"),  the first of which will
be appointed by the claimant in its notice of  arbitration,  the second of which
will be appointed by the respondent  within thirty (30) days of the  appointment
of the first arbitrator and the third of which will be jointly  appointed by the
party-appointed  arbitrators within thirty (30) days thereafter. The language of
the arbitration  shall be English.  The  Arbitration  Tribunal will not have the
authority to award punitive  damages to either party.  Each party shall bear its
own expenses, but the parties will share equally the expenses of the Arbitration
Tribunal and the AAA. This Agreement will be  enforceable,  and any  arbitration
award  will be  final,  and  judgment  thereon  may be  entered  in any court of
competent  jurisdiction.   The  arbitration  will  be  held  in  San  Francisco,
California,   USA.   Notwithstanding  the  foregoing,   claims  for  preliminary
injunctive  relief,  other  pre-judgment  remedies,  and claims  for  Customer's
failure to pay for Services in accordance  with this Agreement may be brought in
a state or federal court in the United States with jurisdiction over the subject
matter and parties.

     11.8. Severability; Waiver. In the event any provision of this Agreement is
held by a tribunal of  competent  jurisdiction  to be  contrary to the law,  the
remaining provisions of this Agreement will remain in full force and effect. The
waiver of any breach or default of this  Agreement  will not constitute a waiver
of any  subsequent  breach or  default,  and will not act to amend or negate the
rights of the waiving party.

     11.9. Assignment.  Customer may assign this Agreement in whole as part of a
corporate reorganization, consolidation, merger, or sale of substantially all of
its assets.  Customer may not otherwise assign its rights or delegate its duties
under  this  Agreement  either in whole or in part  without  the  prior  written
consent of Exodus,  and any  attempted  assignment  or  delegation  without such
consent will be void.  Exodus may assign this Agreement in whole or part. Exodus
also may  delegate  the  performance  of  certain  Services  to  third  parties,
including  Exodus'  wholly  owned  subsidiaries,  provided  Exodus  controls the
delivery of such  Services to Customer and remains  responsible  to Customer for
the delivery of such Services. This Agreement will bind and inure to the benefit
of each party's successors and permitted assigns.

     11.10 Notice. Any notice or communication required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
email,  confirmed  facsimile,  or mailed by registered or certified mail, return
receipt requested, postage prepaid, in each case to the address of the receiving
party as listed on the Order Form or at such other  address as may  hereafter be
furnished  in writing by either  party to the other  party.  Such notice will be
deemed to have been given as of the date it is delivered, mailed, emailed, faxed
or sent, whichever is earlier.

                                       17
<PAGE>

     11.11.  Relationship  of  Parties.  Exodus  and  Customer  are  independent
contractors   and  this  Agreement  will  not  establish  any   relationship  of
partnership,  joint venture, employment,  franchise or agency between Exodus and
Customer.  Neither  Exodus nor Customer will have the power to bind the other or
incur  obligations  on the other's  behalf  without the  other's  prior  written
consent, except as otherwise expressly provided herein.

     11.12. Entire Agreement; Counterparts; Originals. This Agreement, including
all documents  incorporated  herein by reference,  constitutes  the complete and
exclusive  agreement  between the  parties  with  respect to the subject  matter
hereof,  and  supersedes  and  replaces  any and all  prior  or  contemporaneous
discussions,  negotiations,  understandings  and  agreements,  written and oral,
regarding such subject matter. Any additional or different terms in any purchase
order or other  response  by  Customer  shall be  deemed  objected  to by Exodus
without need of further notice of objection, and shall be of no effect or in any
way  binding  upon  Exodus.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together  shall  constitute  one and  the  same  instrument.  Once  signed,  any
reproduction  of  this  Agreement  made  by  reliable  means  (e.g.,  photocopy,
facsimile) is considered  an original.  This  Agreement may be changed only by a
written document signed by authorized  representatives of Exodus and Customer in
accordance  with this Section 11.12.  For purposes of this  Agreement,  the term
"written"  means  anything  reduced to a tangible  form by a party,  including a
printed or hand written document, e-mail or other electronic format.

     11.13  Interpretation  of  Conflicting  Terms.  In the event of a  conflict
between  or  among  the  terms  in  this  Agreement,   the  Order  Form(s),  the
Specification  Sheet(s), the Statement(s) of Work, and any other document made a
part hereof,  the documents shall control in the following order: the Order Form
with the latest date, the Statement of Work, Specification Sheets, the Agreement
and other documents.

                                       18
<PAGE>



     Authorized  representatives  of Customer and Exodus have read the foregoing
and all documents incorporated therein and agree and accept such terms effective
as of the date first above written.

CUSTOMER                                        EXODUS COMMUNICATIONS, INC.



Signature:   /s/Leonard Berg                    Signature:  /s/Debbie Howard

Print Name:  Leonard Berg                       Print Name: Debbie Howard

Title:       President/CEO GLFC                 Title:      Contracts

Date:        April 20, 2000                Date:       05/04/00


This Agreement incorporates the following documents:
o        Order Form(s)
         Specification Sheet(s)
         Statement(s) Of Work (if applicable)
o        Registration Form
o        Addendum A - Equipment Purchase Terms and Conditions (if applicable)


                                       19
<PAGE>



                                   Addendum A

                     Equipment Purchase Terms and conditions


Exodus Communications, Inc. Confidential
     1.  SHIPPING  AND  HANDLING.  All  equipment  purchased  by  Customer  (the
"Equipment") is provided FOB vendor facility. Shipment will be made as specified
by Customer and Customer is solely  responsible  for all expenses in  connection
with the delivery of the  Equipment.  The Equipment  will be deemed  accepted by
Customer upon shipment.

     2.  PURCHASE  PRICE AND TAXES.  Customer  shall pay to Exodus the  purchase
price set forth in the applicable Order Form ("Purchase Price") for each item of
Equipment.  Customer hereby grants and Exodus reserves a purchase money security
interest  in the  Equipment  and the  proceeds  thereof  as a  security  for its
obligations  hereunder  until payment of the full Purchase Price to Exodus.  The
Purchase  Price is due and  payable  within  thirty (30) days of shipment of the
Equipment.  Customer shall pay all taxes and other governmental charges assessed
in connection  with the sale,  use or  possession  of the  Equipment  including,
without  limitation,  any and all sales and/or use taxes and  personal  property
taxes (other than taxes on Exodus' net income).

     3. TITLE.  Customer  shall acquire title to the Equipment upon full payment
of the purchase price(s) set forth herein. Notwithstanding the foregoing, Exodus
and any  licensor of rights to Exodus  shall  retain  title to and rights in the
intellectual  property  (whether  or not  subject  to patent or  copyright)  and
content contained in the materials supplied under the terms of this Agreement.

     4. SELECTION OF EQUIPMENT;  MANUFACTURER  WARRANTY.  Customer  acknowledges
that is has selected the Equipment and disclaims any statements  made by Exodus.
Customer  acknowledges  and agrees that use and  possession  of the Equipment by
Customer shall be subject to and  controlled by the terms of any  manufacturer's
or, if appropriate,  supplier's warranty,  and Customer agrees to look solely to
the  manufacturer  or, if appropriate,  supplier with respect to all mechanical,
service and other claims,  and the right to enforce all warranties  made by said
manufacturer  are  hereby,  to the  extent  Exodus has the  right,  assigned  to
Customer. THE FOREGOING WARRANTY IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF ANY
ORAL  REPRESENTATION  AND ALL OTHER WARRANTIES AND DAMAGES,  WHETHER  EXPRESSED,
IMPLIED OR STATUTORY.  EXODUS HAS NOT MADE NOR DOES MAKE ANY OTHER WARRANTIES OF
ANY KIND,  EXPRESSED OR IMPLIED,  INCLUDING  WITHOUT  LIMITATION ANY WARRANTY OF
FITNESS FOR A PARTICULAR  PURPOSE,  MERCHANTABILITY,  OR OF  NONINFRINGEMENT  OF
THIRD PARTY RIGHTS AND AS TO EXODUS AND ITS  ASSIGNEES,  CUSTOMER  PURCHASES THE
EQUIPMENT "AS IS".

                                       20
<PAGE>

     5. LIMITATION OF LIABILITY.  Exodus' entire liability for any damages which
may arise  hereunder,  for any cause  whatsoever,  and regardless of the form of
action,  whether  in  contract  or in tort,  including  Exodus'  negligence,  or
otherwise,  shall be limited to the  Purchase  Price  paid by  Customer  for the
Equipment.  IN NO  EVENT  WILL  EXODUS  BE  LIABLE  FOR ANY  SPECIAL,  INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF BUSINESS OR PROSPECTIVE
BUSINESS OPPORTUNITIES,  PROFITS, SAVINGS,  INFORMATION, USE OR OTHER COMMERCIAL
OR ECONOMIC  LOSS,  EVEN IF EXODUS HAS BEEN ADVISED OF THE  POSSIBILITY  OF SUCH
DAMAGES.

     6. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement is made under and will
be  governed  by and  construed  in  accordance  with the  laws of the  State of
California  (except  that  body  of  law  controlling   conflicts  of  law)  and
specifically  excluding from application to this Agreement that law known as the
United Nations  Convention on the International  Sale of Goods. The parties will
endeavor to settle amicably by mutual discussions any disputes,  differences, or
claims whatsoever related to this Agreement.  Failing such amicable  settlement,
any controversy,  claim, or dispute arising under or relating to this Agreement,
including the existence, validity, interpretation,  performance,  termination or
breach thereof, the parties to this Agreement hereby consent to jurisdiction and
venue in the courts of the state of California and in the U.S.  District  Courts
in the City of San Francisco, California.

     7.  MISCELLANEOUS.  The above terms and  conditions  are the only terms and
conditions  upon which Exodus is willing to sell the Equipment and supersede all
previous agreements, promises or representations, oral or written.

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