Software License and Marketing Agreement - Computer Associates International Inc. and Exodus Communications Inc.


                   SOFTWARE LICENSE AND MARKETING AGREEMENT
                                        
This Agreement is entered into as of April ___, 1997 (the "Effective Date") by
and between Computer Associates International, Inc., a Delaware corporation
having a place of business at One Computer Associates Plaza, Islandia, NY 11788-
7000 ("CA") and Exodus Communications, Inc. a California corporation having a
place of business at 1605 Wyatt Drive, Santa Clara, CA 95054 ("Exodus").

WHEREAS, CA and Exodus agree to provide for the cooperative marketing, services
and support of certain CA computer software programs;

WHEREAS, CA and Exodus agree to provide cooperative marketing services for
Exodus' Internet-based Co-location Services; and

NOW, THEREFORE, the parties agree as follows:

1.    DEFINITIONS

The following capitalized terms shall have the meaning set forth below for
purposes of this Agreement:

"CA" means Computer Associates International, Inc. and any corporation which is
now or hereafter owned or controlled, directly or indirectly, by Computer
Associates International, Inc.

"CA Product" means CA Unicenter(R) TNG(TM), all generally available versions,
current as well as future, on all generally available platforms and with all
generally available options, with associated technical manuals and end-user
documentation documentation (current products as of the date of this Agreement
are listed Appendix A to this Agreement) and Unicenter TNG Software Development
Kit ("SDK"). CA shall provide foreign language versions of the CA Product on an
as needed basis solely determined within CA's discretion. CA will provide beta
versions of the CA Product on an as needed basis, solely determined within CA's
discretion pursuant to CA's standard license agreement and Beta Addendum,
attached as Appendix B to this Agreement.

"Cheyenne Products" means Cheyenne's ARCserve(R) and InocuLAN(R) products, all
generally available versions, current as well as future, on all generally
available platforms and with all generally available options, with associated
technical manuals and end-user documentation. CA shall provide foreign language
versions of the Cheyenne Products on an as needed basis solely determined within
CA's discretion. CA will provide beta versions of the Cheyenne Products on an as
needed basis, solely determined within CA's discretion pursuant to CA's standard
license agreement and Beta Addendum, attached as Appendix B to this Agreement.

"Gross revenues" means all actual monies received from Exodus clients and
resellers, less rebates, and discounts.

"Internet-based Co-location Services" means Exodus's Network Management, Data
Traffic Management, Enterprise-class Security, Telco Line Management, and System
Management as described in Appendix C.

 
Such definitions will be updated from time to time.

2.    APPOINTMENT

2.1   CA appoints Exodus as a non-exclusive, worldwide marketing representative
to promote the CA Product and the Cheyenne Products to prospective clients with
rights in accordance with the terms and conditions of this Agreement.

2.2   Exodus appoints CA as a non-exclusive, worldwide marketing representative
to promote Internet-based Co-Location Services to prospective clients with
rights in accordance with the terms and conditions of this Agreement.

3.    GRANT OF LICENSES AND MARKETING RIGHTS

3.1   CA hereby grants to Exodus and Exodus accepts the following non-exclusive,
      nontransferable, limited-use, worldwide rights and licenses:

          (i)    to use, and to copy solely for such use, the CA Product solely
          on the designated CPUs at the Exodus Internet Data Sites ("Exodus
          Sites") identified in the standard CA Order Form attached as Appendix
          D and only for the internal operations of Exodus and processing its
          own and such client data necessary to manage client's servers at such
          Exodus Sites identified in Appendix E. CA will provide authorization
          keys upon receipt of such order form supplying written notification of
          the location, make, model, serial number, and other required
          information for CA to issue the authorization key.

          (ii)   to use, copy and distribute CA marketing collateral relating to
          the CA Product, including product brochures and presentations for
          client demonstration purposes.

          (iii)  to use and to copy solely for such use, the Cheyenne Products
          solely on the designated CPUs at the Exodus Sites identified in the
          standard CA Order Form attached as Appendix D and only for the
          internal operations of Exodus and processing its own and such client
          data necessary to manage client servers at such Exodus Sites
          identified in Appendix E. CA will provide authorization keys upon
          receipt of such order form supplying written notification of the
          location, make, model, serial number, and other required information
          for CA to issue the authorization key.

          (iv)   to use in accordance with this Agreement associated end user
          documentation for the CA Product and Cheyenne Products.

          (v)    to use in accordance with this Agreement and Appendix F, CA
          trademarks, tradenames, service marks and logos relating to the CA
          Product and Cheyenne Products ("CA Marks") in connection with the
          joint marketing efforts as listed in Appendix G. If Exodus uses any CA
          Marks, ownership of such CA Marks shall be attributed to the CA.

3.2   Without prior written consent of CA, Exodus shall not:

 
      (a) except as provided in this Agreement, make copies or permit others to
      make copies of or reproduce any part of the CA Product or Cheyenne
      Product.

      (b) modify, reverse compile, reverse engineer or reverse assemble all or
      any portion of the CA Product or Cheyenne Products.

      (c) distribute, market, rent, lease, transfer or sublicense the CA Product
      or Cheyenne Products to third parties for the benefit of third parties
      except as provided in this Agreement.

      (d) unless such client has procured a license from CA or an authorized CA
      reseller for such product(s), provide its clients access to or permit its
      clients to access the CA Product installation materials or management
      stations or the Cheyenne Products code.

      (e) make the results of any benchmarking or competitive analysis relating
      to the CA Product or Cheyenne Products known to the public, any potential
      customer or any existing customer.

3.3   Exodus agrees to keep and maintain installation records and usage records
(including SMF records) relating to the CA Product and Cheyenne Products and to
furnish CA copies of such records and access to its facilities as CA may
reasonably request from time to time in order to verify compliance with the
provisions hereof.

3.4   All CA Marks remain the exclusive property of CA. Exodus will not register
the CA Marks or take any action that jeopardizes CA's proprietary rights in the
CA Marks. Exodus agrees to follow CA's instructions and adhere to CA's quality
control procedures relating to the CA's Marks and only use the CA's Marks in
unaltered form. CA reserves the right to require Exodus to submit advertising
and marketing material referencing CA, CA Marks, the CA Product, or the Cheyenne
Products to CA for advance review and approval and upon request to discontinue
any advertising or marketing material relating to CA, CA Marks, CA Product, or
Cheyenne Products.

3.5   Exodus hereby grants to CA the following nonexclusive, filly paid-up,
worldwide rights and licenses:

          (i)    to use, copy and distribute Exodus marketing collateral
          relating to its Internet-based Co-location Services, including product
          brochures and presentations; and

          (ii)   to use in accordance with this Agreement and Appendix F the
          Exodus trademarks, tradenames, service marks and logos relating to its
          Internet-based Co-location Services ("Exodus Marks") in connection
          with marketing efforts as listed in Appendix G. CA shall be under no
          obligation to use such Exodus Marks. If CA uses any Exodus Marks,
          ownership of such Marks shall be attributed to Exodus.

3.6   All Exodus Marks remain the exclusive property of Exodus. CA will not
register the Marks or take any action that jeopardizes Exodus's proprietary
rights in the Exodus Marks. CA agrees to follow Exodus' instructions and adhere
to Exodus' quality control procedures relating to

 
the Exodus Marks and shall only use the Exodus Marks in unaltered form. Exodus
reserves the right to require CA to submit advertising and marketing material
referencing Exodus, Exodus' Marks, or Exodus' Internet-based Co-location
Services to Exodus for advance review and approval and to discontinue any
advertising and marketing material relating to Exodus, Exodus' Marks or the
Internet-based Co-location Services upon request.

3.7   Exodus agrees not to export or disclose, directly or indirectly, the CA
Product, Cheyenne Products or end-user documentation and related technical
manuals without the prior written consent, if required, of the US Department of
Commerce, Washington, D.C. 20230.

3.8   During the term of this Agreement, the parties agree to cooperate in the
joint marketing activities described in Appendix G. Except as otherwise set
forth in Appendix G, each party shall be responsible for its own costs and
expenses in connection with such agreed marketing activities. Exodus understands
and agrees that CA is not guaranteeing any volume of business or referrals to
Exodus as a result of this Agreement. Except for the specific marketing
activities in this Agreement, CA retains full freedom and flexibility to
determine the nature and extent of its marketing efforts regarding CA Product in
CA's own business judgment and discretion.

3.9   This Agreement does not authorize Exodus to distribute or sublicense the
CA Product or Cheyenne Products. CA shall remain responsible for the licensing
and support of its own proprietary software, and Exodus shall have only the
rights and obligations with respect to CA's products as described in this
Agreement. Exodus is not authorized to quote prices for such software. Any
quotations, licenses, contracts or other agreements relating to the licensing or
support of such software shall be in the sole discretion of the CA.

3.10  The parties may supplement the Appendixes to this Agreement from time to
time, which shall in each instance be incorporated as an Amendment to this
Agreement at the time it is signed by an authorized representative of CA and
Exodus.

4.    EXODUS' RESPONSIBILITIES

4.1   Under a separate agreement with terms to be mutually agreed upon by the
parties, Exodus will co-locate CA's hosting servers at sites to be later
determined by the parties. For the first 35 hosting servers co-located with
Exodus, Exodus agrees to charge CA a co-location price that is the lower of
thirty-eight percent (38%) of Exodus' current prices, the most favorable charge
Exodus has provided to any other of its commercial or government customers or
cost for similar services. For the co-location of hosting servers above 35 and
below 200, Exodus agrees to charge CA a price that is the lower of thirty-three
percent (33%) of Exodus' current prices, the most favorable charge provided to
any other of its commercial and government customers or cost for similar
services. For the co-location of servers above 200, Exodus agrees to charge CA a
price that is the lower of thirty-five (35%) of Exodus' current prices, the most
favorable charge provided to any other of its commercial and government
customers or cost for similar services. Upon request, CA shall have the right to
request supporting documentation of Exodus' costs and most favorable charge and
if such cost and most favorable charge is not reasonably verified by such
documentation, CA shall have the right to examine Exodus' records and verify
such cost and most favorable charge in accordance with Section 7.4.

4.2   Exodus shall use reasonable efforts to perform the joint marketing
activities set forth in Appendix B.

 
4.3   Exodus shall provide CA access to its Exodus Sites listed in Appendix E
for client visits and demonstration of the CA Product. Thirty-three percent
(33%) of Exodus's conference room space at each Exodus Sites will be available
for CA's use on a commercially reasonable basis. An Exodus employee will be
available at all such times to answer questions relating to the Exodus Sites.

4.4 (a)   During the term of this Agreement, Exodus agrees that it shall not
utilize with its clients computer software programs substantially similar in
functionality to or identical in functionality to the CA Product or Cheyenne
Products, including selling such substantially similar or identical software
into CA's confidential client base. Such programs substantially similar in
functionality to or identical to the CA Product or Cheyenne Products shall
include, but shall not be limited to, IBM's system management software,
including Tivoli, HP OpenView, Remedy, Cabletron Spectrum and SunNet Manager,
and for back-up and antivirus software products generally available from
Seagate, Legato, McAfee, Stac, Software Mogul, and Symantec (and such successor
software versions or updates). Exodus and CA agree to discuss each software
program, tool or agent used, employed or proposed to be used by Exodus at its
Exodus Sites which is substantially similar in functionality to or identical in
functionality to the CA Product or Cheyenne Products. The parties will work
together to ascertain whether the proposed product is substantially similar in
functionality to or identical in functionality to the CA Product or the Cheyenne
Products and can reasonably satisfy Exodus requirements as to functionality and
compatibility (hereinafter referred to as "substantially similar
functionality"). CA agrees to consider any suggested changes to improve, expand
or augment the functionality of the CA Product or Cheyenne Products as a result
of this functionality assessment.

      In accordance with the following Exodus agrees:

      (i)   to convert within ninety (90) days, from the provision of the
            engineer by CA to each Exodus Site, from HP OpenView and Remedy to
            Unicenter-TNG .

      (ii)  to convert within ninety (90) days of the final determination that
            Exodus' proposed product is substantially similar to or identical in
            functionality to the CA Product or Cheyenne Products for competing
            products to generally available CA Product or Cheyenne Products. At
            the end of such ninety (90) days, if Exodus has employed its best
            efforts to convert to such CA Product or Cheyenne Products and has
            been unable to complete such conversion, CA, in its sole discretion,
            shall extend the conversion time period by thirty (30) days.

      (iii) to become a CA beta test site for beta CA Product or Cheyenne
            Products, and to convert from any competing product that has been
            determined during the beta test period to be substantially similar
            to or identical in functionality to the CA Product or Cheyenne
            Products within ninety (90) days of such CA Product or Cheyenne
            Products becoming generally available.

This clause shall not prohibit Exodus from licensing computer software programs
which the parties mutually decide under this provision are not substantially
similar or are not identical in functionality to the CA Product or Cheyenne
Products.

      (b) During the term of this Agreement, Exodus agrees that it shall not
market or provide Intranet or web-based design and development services similar
to the services marketed or sold by CA to into CA's confidential client base.

 
4.5   Exodus will provide CA with sales leads and support for appropriate mutual
opportunities. Exodus may provide CA with pro-sales support as deemed
appropriate in accordance with Exodus's reasonable business judgment and
discretion.

4.6   Exodus represents to CA that it and its clients are parties to a bona fide
Co-location Agreement, pursuant to the terms and conditions of Exodus' standard
agreements, under which Exodus has undertaken or will undertake the management
of client's server on behalf of client. Exodus shall ensure that no client shall
be granted access to the management stations or installation materials of the CA
Product or Cheyenne Products code installed on their machines unless such client
has procured a license from CA or an authorized CA reseller for such product(s).

5.    CA RESPONSIBILITIES

5.1   CA will use reasonable efforts to perform the joint marketing activities
set forth in Appendix G.

5.2   CA will provide Exodus with one full-time implementation engineer for each
Exodus Site listed in Appendix E within forty-five (45) days of such location
becoming operational under the terms and conditions of this Agreement. Such
personnel shall be managed by CA and shall work with Exodus personnel on the
implementation of the integration of the CA-Product and Cheyenne Products with
Exodus' Internet-based Co-location Services described in Appendix A. Upon mutual
agreement, these engineers will be redeployed to other Exodus locations. For
those sites which are operational at the time of execution of this Agreement by
both parties, CA will provide Exodus with such engineers within thirty (30) days
of such execution.

5.3   CA will provide Exodus with training as reasonably necessary on the CA
Product and Cheyenne Products at times and places mutually acceptable to both
parties at no charge.

5.4   CA will provide Exodus with sales leads support for appropriate mutual
opportunities. CA may provide Exodus with pre-sales support as deemed
appropriate in accordance with CA's reasonable business judgment and discretion.

5.5   Under a separate Agreement with terms to be mutually agreed upon by both
parties, CA agrees to co-locate and have Exodus host all of its current and
proposed web servers at Exodus' Internet Data Site, provided that CA's client
base agrees to such co-location. Notwithstanding the foregoing, CA shall not be
obligated to co-locate and host such servers with Exodus if CA's contractually
negotiated professional services price is less than Exodus' charge for such
services.

5.6   If feasible, CA will offer excess real estate to Exodus to be used as
Exodus Sites at CA's cost and under a separate agreement to be negotiated by the
parties.

5.7   During the term of this Agreement, CA agrees not to market co-location
services into Exodus' confidential customer base.


6.    CONFIDENTIAL AND PROPRIETARY INFORMATION

 
6.1   Each party acknowledges that during the term of this Agreement, the other
party may disclose confidential and proprietary business or technical
information and agrees that it will not use such confidential and proprietary
business or technical information except as provided in this Agreement. As used
in this Agreement, Confidential and Proprietary Information means any
proprietary computer software programs, marketing collateral, technical manuals,
client list, or documentation or other information that is designated by either
party to be confidential (hereinafter referred to as "Confidential
Information"). The party who receives such Confidential Information pursuant to
this Agreement is referred to as the "Receiving Party" and the party making such
information available is referred to as the "Supplying Party."

      For the purposes of this Agreement, Confidential Information shall not
include such information that: (i) is or becomes publicly available through no
fault of the Receiving Party; (ii) is made publicly available by the Supplying
Party; (iii) becomes known by the Receiving party through lawful disclosure from
a third party that is not subject to a confidentiality duty to the Supplying
Party; (iv) is required to be disclosed by law, provided notice is given to the
Supplying Party of such requirement as soon as practicable and reasonable
assistance is rendered to the Supplying Party, if requested, to prevent such
disclosure; (v) was known by the Receiving Party prior to disclosure without an
obligation of confidentiality; or (vi) was developed by the Receiving Party
independent of any reference to the Confidential Information and independent of
the participation of any person who had access to the Confidential Information.

      Each Receiving Party agrees that in absence of prior written consent by
the Supplying Party, it shall not, directly or indirectly, disclose to a third
party, the existence or contents of the Confidential Information, whether
disclosed either orally, in writing or by any other means. Each Receiving Party
warrants and agrees to use its best efforts to prevent the disclosure of the
Confidential Information by its employees by taking at least such steps to
protect such Confidential Information as it takes to protect its own
Confidential Information.

      The obligations imposed on each Receiving Party under this Agreement shall
expire on the earlier of: (a) the date upon which the Supplying Party consents
in writing to The disclosure of its Confidential Information by the Receiving
Party; or (b) the date upon which the disclosing party formally announces,
releases, or otherwise discloses its Confidential Information to the public or
otherwise without an accompanying written undertaking by the Receiving Party to
protect the Confidential Information from unauthorized disclosure.

7.    ROYALTIES

7.1   During the term and in consideration of the obligations undertaken by CA
under this Agreement, Exodus will pay CA one percent (1%) of its gross revenues
("Royalties").

7.2   Within forty-five (45) days of the end of each calendar quarter (March 31,
June 30, September 30, and December 31), Exodus agrees to provide CA with a
complete reporting statement reflecting accurate records its gross revenues and
Royalties owed for the preceding quarter. Such statement shall include any
commercially reasonable information, including but not limited to all Internet-
based Co-Location Services fees invoiced and collected, and all applicable
discounts and rebates during the relevant quarter to address listed above Attn:
Sales Accounting.

7.3   Exodus shall include payment of Royalties to CA for such sales with its
quarterly report. In the event the client makes payment for the services or
products in installments, CA, on a

 
quarterly basis, shall receive its pro-rata Royalty included in the gross
revenues as each installment payment is received or such services are performed
by Exodus.

7.4   Exodus shall maintain for a period of three (3) years after the date of
payment complete and accurate records of business activities relating to the
payment of Royalties under this Agreement, and the calculation of Royalties
which shall include, at a minimum, client name, address, total amount of
contract, services fees billed, services fees collected, license fees, and
services performed, rebates, discounts together with a copy of applicable
contracts, and invoices. During this three-year period, CA or its designated
representative shall have the right, upon reasonable prior notice, to examine
and audit during normal business hours Exodus's records solely to determine the
Royalties owed to CA. CA's right to examine and audit Exodus' records shall be
exercised by CA only one time during any twelve month period, except in the
event where such audit reveals any discrepancy, exceeding 5%, in the amount of
Royalties paid to CA' CA shall have the right under the terms of this section to
audit Exodus until such discrepancy is resolved or cured. CA shall bear the
expenses of such audit; however, in the event any such audit reveals that Exodus
has understated the amount of Royalties that it is obligated to pay under this
Agreement by more than 5% of the amount paid during the applicable period,
Exodus shall pay, in addition to other fees contractually due, all reasonable
costs associated with the audit.

8.    SUPPORT AND UPDATES

8.1   CA shall be responsible for all support and maintenance activities
relating to the CA Products and Cheyenne Products, unless otherwise agreed by
the parties in writing. CA shall provide to Exodus all upgrades and Level 1 and
Level 2 support, as described in CA's then current Client Support policies, free
of charge.

9.    TITLE

9.1   Exodus shall retain all title, trademarks, and other proprietary rights
for or relating to the Exodus Marks. All rights not expressly granted herein are
reserved by Exodus.

9.2   CA shall retain all title, copyright, patent, trademark, trade secret or
other proprietary rights in or relating to the CA Product or Cheyenne Products
and related CA Marks. All rights not expressly granted herein are reserved by
CA. In the event that Exodus makes any changes, translations, or modifications
to the CA Product or Cheyenne Products such changes, translations, improvements,
or modifications shall be the property of CA.

10.   REPRESENTATIONS AND WARRANTIES

10.1  Exodus and CA represent and warrant that each has the right to grant the
licenses and rights granted in this Agreement.

10.2  CA represents and warrants that it has general liability insurance and
worker's compensation insurance covering its employees at Exodus Sites and that
such employees shall adhere to Exodus rules and regulations at Exodus Sites, as
well as all applicable local laws and regulations, provided that Exodus provides
its rules and regulations in writing to such employees and to CA.

11.   INDEMNITY

 
11.1  (a) Exodus shall fully indemnify CA against any and all losses, costs,
      expenses and liability in connection with, and defend CA against any
      claims (i) that the provision of its Internet based Co-location Services
      infringes any copyrights, patents, trademarks, trade secrets or other
      intellectual property rights of third parties; or (ii) which result from a
      breach of the warranties of Exodus set forth above in Sections 10.1;
      provided that Exodus is given written notice of such claim and its details
      by CA, and any claim of infringement is not caused by or contributed to by
      acts of CA other than in accordance with this Agreement;

      (b) Exodus shall, with CA's prior written consent, have the opportunity to
      conduct and control solely the claim's settlement or compromise; and

      (c) CA shall give Exodus all reasonable assistance in connection therewith
      at Exodus's expense.

11.2  (a) CA shall fully indemnify Exodus against any and all losses, costs,
      expenses and liability m connection with, and defend Exodus against any
      claims (i) that the CA Product and Cheyenne Products infringe any
      copyrights, patents, trademarks, trade secrets or other intellectual
      property rights of third parties; or (ii) which result from a breach of
      the warranties of CA set forth above in Section 10.1-10.2; provided that
      CA is given written notice of such claim and its details by Exodus, and
      any claim of infringement is not caused by or contributed to by acts of
      Exodus other than in accordance with this Agreement;

      (b) CA shall, with Exodus's prior written consent, have the opportunity to
      conduct and control solely the claim's settlement or compromise; and

      (c) Exodus shall give CA all reasonable assistance in connection therewith
      at CA's expense.


12.   TERM AND TERMINATION

12.1  This Agreement shall commence upon its Effective Date and shall continue
      for a period two years and shall thereafter automatically renew for
      additional one-year periods unless either party notifies the other of its
      intention to terminate the Agreement at least sixty (60) days prior to the
      termination date. Notwithstanding the foregoing, this Agreement may be
      terminated as follows:

      (a) By either party at any time upon sixty (60) days written notice;

      (b) By either party if the other party commits any material breach of its
      obligations hereunder and fails within sixty (60) days of written notice
      to cure the same. Any such termination shall be without prejudice to any
      other rights which may have accrued to it hereunder;

      (c) By either party immediately by written notice if the other party files
      a petition in bankruptcy, goes into liquidation, admits that it is
      insolvent, makes an assignment for the

 
      benefit of creditors, or has a petition in bankruptcy or receivership
      filed against it and such petition is not dismissed with within sixty (60)
      days following filing; or

      (d) By CA, immediately in the event of a change of control of the majority
      ownership or interest or transfer to a successor corporation of the
      ownership interest of Exodus, however in its sole discretion CA may choose
      not automatically exercise such termination in every change of control
      situation. This provision may not be invoked by CA if Exodus solely
      reincorporates under the laws of Delaware.

12.2  In the event of termination of this Agreement, Exodus shall certify in
writing to CA that all copies or partial copies of the CA Product or Cheyenne
Products have been either returned to CA or otherwise destroyed and deleted from
any computer libraries or storage devices and are no longer in use by Exodus,
unless Exodus continues to license such products from CA. In such event CA shall
grant Exodus a 40% discount from CA's then prevailing Price Book or published
license fees for the CA Product and the Cheyenne Products, exclusive of usage
and maintenance, over a five year period. Continued maintenance of the CA
Product and Cheyenne Products shall be subject to CA's then prevailing annual
maintenance fee. CA shall reduce such license fee by the amount of Royalties
paid by Exodus to CA, pursuant to Section 7, for the twelve-month period
preceding the execution of such license agreement.

12.3  In addition to this Section 12, the obligations set forth in Sections 6,
7.3, 9, 10, 11, 13 and 14 shall survive termination of this Agreement and shall
bind the parties and the legal representatives, successors, heirs and assigns.

13.   LIMITATION OF LIABILITY

13.1  Except as set forth above in the INDEMNITY and CONFIDENTIAL AND
PROPRIETARY INFORMATION Sections of this Agreement, IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY, WHETHER IN CONTRACT OR
TORT, FOR ANY LOSS INCLUDING TIME, MONEY, GOODWILL, LOST PROFITS, INDIRECT OR
CONSEQUENTIAL DAMAGES FROM THE USE OF THE CA PRODUCT, CHEYENNE PRODUCTS, CA
MARKS, EXODUS MARKS OR OTHERWISE UNDER THIS AGREEMENT.

14.   GENERAL

14.1  All notices, consents and other communications required or permitted under
this Agreement shall be in writing and sent by registered or certified mail,
postage pre-paid, to the addresses indicated on the first page of this
Agreement, or such other address as either party may indicate by at least 10
days prior notice to the other party.

14.2  Both parties agree that the personnel of one party shall not for any
purposes be considered employees or agents of the other party and that the
parties shall be deemed independent contractors. Nothing in this Agreement shall
be construed to constitute either party as an agent, partner or legal
representative of the other party. Each party will be solely responsible for the
payment of any compensation and expenses owed to their respective employees, as
well as the payment of employment-related taxes and workers' compensation
insurance.

14.3  The parties agree to keep the terms and conditions of this Agreement in
confidence.

 
14.4  The captions used in this Agreement are for convenience only and are not
intended to have any legal effect.

14.5  Except in connection with a re-incorporation by Exodus into a Delaware
corporation with no change in its majority ownership, interest or a transfer to
a successor corporation of the ownership interest, Exodus may not assign this
Agreement and the rights and obligations provided herein, without the written
consent of CA. CA, however, may assign this Agreement or the obligations
contained herein to any third party, provided that such third party assumes the
obligations of CA under this Agreement.

14.6  If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the validity or
enforceability of the remainder of this Agreement shall not be affected.

14.7  This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, excluding its conflict of laws principles.

14.8  This Agreement represents the entire agreement between the parties with
respect to the subject matter contained herein and supersedes any and all
communications, representations and arrangements whether written or oral. No
alteration, modification, waiver or addition to this Agreement shall be valid
unless made in writing and signed by both parties' duly authorized
representatives. In the event of any conflict between the terms of this
Agreement and any Appendix, the terms of this Agreement shall prevail.

14.9  In the event either party is delayed or prevented from performing this
Agreement due to any cause beyond its reasonable control, including but not
limited to, strike, labor or civil unrest or dispute, embargo, blockage, work
stoppage, delay, protest, acts of God, such delay shall be excused during the
continuance of such delay, and the period of performance shall be extended to
such extent as may be reasonable to perform after the cause of delay has been
removed.


COMPUTER ASSOCIATES                EXODUS
INTERNATIONAL

By: /s/ Marc Sokol                 By: /s/ Barry James Folsom
   ---------------------------        -----------------------------
 
Name: Marc Sokol                   Name: Barry James Folsom
     -------------------------          ---------------------------

Title: SVP                         Title: SR VP Sales & Marketing
      ------------------------           --------------------------

 
                                   APPENDIX A


                              Advanced Help Desk
                            Advanced AntiVirus Opt
                              Advanced DocServer
                               Advanced Storage
                               Automation Point
                                 DASD Manager
                             Directory Management
                              MS-SQL Server Agent
                                 Netware Agent
                               OpenIngres Agent
                                 Oracle Agent
                                Single Sign On
                                  SNA Manager
                               Software Delivery
                                 Sybase Agent
                                  Unix Agent
                                 Win 3.1 Agent
                                 WIN 95 Agent
                                 WIN NT Agent

 
                                   APPENDIX B

               (CA Standard License Agreement and Beta Addendum)

 
LIMITED WARRANTY

  CA warrants that it can grant the license described in this Agreement and the
Order Form(s) and CA will defend or, at its option, settle any action at law
against Licensee based upon a claim that Licensee's use of the Licensed Program
in accordance with this Agreement infringes any patent, copyright or other
intellectual property right of any third party. CA also represents that the
Licensed Program will operate according to the specifications published by CA
for the Licensed Program. If it is determined that the Licensed Program does not
operate according to such Specifications, CA's only responsibility will be to
use its best efforts, consistent with industry standards, to cure the defect.

  Any warranties made by CA (other than that of noninfringement) will extend and
be in effect only for the period that Licensee is entitled to use the Licensed
Program and for which Licensee shall have paid the Usage and Maintenance Fee, if
applicable. With respect to hardware equipment supplied by CA, CA will, upon
request, assign to Licensee any warranties which may be made by the original
manufacturer of such hardware equipment.

  In the event that Licensee makes any changes or modifications to the Licensed
Program, Licensee agrees that such changes and modifications shall be the
property of CA, unless CA shall have given its prior written consent to the
contrary. Furthermore, any such changes or modifications made by Licensee to a
Licensed Program will mean that the foregoing limited warranty of CA with
respect to such Licensed Program shall no longer apply, and CA shall have the
right to charge Licensee for additional support services at CA's then prevailing
service rate, but CA shall have no obligation to provide such services.

WARRANTY AND LIABILITY LIMITATIONS

  EXCEPT AS SET FORTH ABOVE, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY CA AND CA MAKES NO WARRANTIES WITH
RESPECT TO ANY HARDWARE EQUIPMENT WHICH CA MAY SUPPLY TOGETHER WITH THE LICENSED
PROGRAM OR FOR THE IMPLEMENTATION THEREOF. IN NO EVENT WILL CA BE LIABLE TO
LICENSEE OR ANY OTHER PARTY FOR ANY LOSS, INCLUDING TIME, MONEY, GOODWILL AND
CONSEQUENTIAL DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION
OF THE LICENSED PROGRAM.

DISASTER RECOVERY

  In the event that Licensee certifies in writing to CA that it has a bona fide
disaster recovery plan with respect to the computer software programs used in
its operations, Licensee may make one copy of the Licensed Program for archival
purposes and use such archival copy on a CPU other than the Designated CPU or at
an installation site other than that identified on the Order Form, such other
CPU or installation site to be owned or controlled by Licensee. The use of such
archival copy shall be limited (a) for the purpose of conducting limited testing
of the disaster recovery plan's procedures and effectiveness (which testing
shall not exceed one week in any three month period) and (b) during any period
subsequent to the occurrence of an actual disaster during which the Licensee
cannot operate the Licensed Program on the Designated ___________ or at the
installation site identified on the Order Form. Licensee agrees to furnish such
further documentation with respect to its disaster recovery plan and procedures
as CA may request from time to time.

ASSIGNMENT

  Licensee may not assign this Agreement, the use of any Licensed Program or its
rights and obligations under this Agreement without the prior written consent of
CA. CA, however, may assign this Agreement to any third party, provided that
such party assumes the obligations of CA under this Agreement. CA may also
assign its right to payment under this Agreement or grant a security interest in
this Agreement or such payment right to any third party without requiring that
such third party be liable for the obligations of CA under this Agreement.

ESCROW OF SOURCE CODE

  CA has deposited a copy of the source code of the Licensed Program with
Mendelsohn, Kary, Bell & Natoli, 666 Fifth Avenue, New York, NY 10103. Such
source code will be updated with each new release of the Licensed Program which
will also be deposited with the escrow agent. Such copies of the source code
will be held in escrow and in the event of a final adjudication of CA as
bankrupt, Licensee will, upon payment of the duplication cost and other handling
charges of the escrow agent, be entitled to obtain a copy of such source code
from the escrow agent. Licensee will, however, only use such copy of the source
code internally to support the Licensed Program. The escrow agent's only
responsibility will be to use its good faith efforts to cause a copy of the
source code, in the form as delivered by CA, to be delivered to Licensee at the
appropriate time.

TAXES AND DUTIES

  The amounts set forth on any Order Form are exclusive of any tariffs, duties
or taxes imposed or levied by any government or governmental agency including,
without limitation, federal, state and local sales, use, value added and
personal property taxes, and Licensee agrees to pay any such tariffs, duties or
taxes (other than franchise and income taxes for which CA is responsible) upon
presentation of invoices by CA. Any claimed exemption from such tariffs duties
or taxes must be supported by proper documentary evidence delivered to CA.

BREACH AND TERMINATION

  If Licensee breaches any term of this Agreement or any Order Form or fails to
pay when due any valid invoice rendered by CA, or if the Licensee becomes
insolvent or if bankruptcy or receivership proceedings are initiated by or
against Licensee, CA shall have the right to terminate this Agreement
immediately and, in addition to all other rights of CA, all amounts which would
have become due and payable under this Agreement and any Order Form will
immediately become due and payable to CA. Any invoice which is unpaid by
Licensee when due shall be subject to an interest charge of 2% per month or part
thereof plus such late payment charge as CA may reasonably require to cover its
additional costs of administration and collection.

 
COMPUTER(R)           Computer Associates International, Inc.     BETA ADDENDUM
ASSOCIATES                 One Computer Associates Plaza
Software superior by          Islandia, NY 11788-7000  
design                       1-516-DIAL CAI (342-5224)



                                             License Agreement # _______________
                                                       Site ID # _______________
                                         Addendum Effective Date _______________


Addendum to License Agreement Between_______________________________ ("Licensee"
And Computer Associates International, Inc. ("CA") For_________________________
__________________________ ("Licensed Program")

  The "Beta Product" is a release of the Licensed Program which is not generally
available for distribution when shipped to the Licensee. The Beta Product is
provided to Licensee for installation in the Licensee's operational environment.
Use of the Beta Product provides the Licensee early operational experience with
the Beta Product and provides CA specific information regarding the Licensee's
experiences with the installation and operation of the Beta Product.

  The referenced License Agreement is hereby supplemented and modified by this
Addendum only as to Licensee's use of the Beta Product. In the event of any
conflict between the License Agreement and this Addendum, the terms and
conditions of this Addendum shall prevail.

  Prior to shipment of the Beta Product by CA, Licensee will establish a
mutually acceptable plan for installation, implementation and reporting. Such
plan may be modified from time to time upon the mutual written agreement of the
parties.

  The period of Beta testing and Beta support (the "Beta Period") shall commence
upon the effective date of this Addendum and shall end upon the earlier of (a)
the date of General Availability ("GA") of the Beta Product, as CA may determine
in its sole discretion, or (b) the date of termination of this Addendum by
either party on not less than 15 days prior written notice to the other.

A.  During the Beta Period, CA will provide the following services:
    --------------------------------------------------------------

1.  Assign a Beta representative to serve as the primary point of contact with
    the Licensee;

2.  Provide planning assistance for installation and operation of the Beta
    Product;

3.  Schedule and ship the Beta Product to the Licensee prior to its General
    Availability;

4.  Provide available publications, education materials and other documentation
    respecting the Beta Product (the "Documentation") to the Licensee: all such
    Documentation, whether or not marked with a trademark notice, copyright
    notice or restrictive legend, such as "CA Confidential," shall be considered
    the confidential and proprietary property of CA and shall be provided to the
    Licensee subject to the provisions of the referenced License Agreement as
    amended hereby; and

5.  Provide support and maintenance, including reasonable remote or, when
    necessary, on-site assistance for the resolution of issues associated with
    the Beta Product.

B.  During the Beta Period, the Licensee will provide the following services:
    ------------------------------------------------------------------------

1.  Assign a Beta representative to serve as the primary point of contact with
    CA;

2.  Staff the Beta project with appropriate personnel to provide planning,
    implementation, operation and reporting with respect to the Beta Product;

3.  Participate in conversion and installation planning sessions with CA;

4.  Use its reasonable efforts to commence operation of the Beta Product
    promptly;

5.  Use the Beta Product and Documentation for testing purposes only and report
    to CA on a weekly basis all errors discovered by Licensee, and not use the
    Beta Product to perform any production activities during the Beta Period
    unless CA shall have otherwise approved in writing;

6.  Document its experiences during the Beta Period and participate in
    conference calls with CA personnel to report on the operational status of
    the Beta Product and to keep CA advised of experiences and any problems
    encountered;

7.  Allow CA personnel reasonable access to the Beta Product during the Beta
    Period for service and observation purposes; and

8.  Furnish to CA at the end of the Beta Period a final written report based on
    the Licensee's experiences, containing the Licensee's evaluation of the
    functions, performance and serviceability of the Beta Period and related
    Documentation.

                                 (over please)

                                     2.150

 
  CA agrees to use its reasonable efforts to correct errors in the Beta Product
and Documentation within a reasonable time. CA does not guarantee or assume
responsibility for any impact of use of the Beta Product on Licensee's existing
production or other environment or on CPU performance. The Documentation may be
in draft form and will, in many cases, be incomplete. Licensee agrees that the
Beta Product and Documentation are being delivered "AS IS" WITHOUT WARRANTIES OF
ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CA BE LIABLE TO LICENSEE
OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY DESCRIPTION OR
EXPENSES INCURRED BY LICENSEE IN CONNECTION WITH THE USE OF THE BETA PRODUCT.
LICENSEE'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE BETA TEST AND
THIS ADDENDUM BY WRITTEN NOTICE TO CA.

  CA cannot guarantee that the generally available release of the Licensed
Program will be identical to the Beta Product and therefore a re-installation of
the generally available released version may be required. If, at the conclusion
of the Beta Period, the software and Documentation are not generally released by
CA to its clients, Licensee shall have the right to receive from CA without any
additional charge, a perpetual license to use the Beta Product and Documentation
for its internal use only, provided that CA shall have no responsibility or
liability to Licensee for any further support or maintenance of the Beta Product
or Documentation.

  Licensee agrees that it will not disclose the Beta Product, the Documentation,
or any information gained from its use of the Beta Product and Documentation to
any third party without the prior written consent of CA. CA agrees to maintain
the confidentiality of any live customer data utilized at any time during the
Beta Period which comes into CA's possession. With reasonable notification,
Licensee agrees to be a positive reference for CA during and after the Beta
Period.

  The Licensee agrees that the reports prepared by the Licensee and delivered to
CA may be used by CA for all business purposes without any further consent or
accounting in the development, manufacture, marketing and maintenance of the
Beta Product and other CA products and services, including reproduction and
preparation of derivative works based upon such reports, as well as distribution
of such derivative works.

  Nothing contained herein shall be construed as conferring upon Licensee or CA
any right to use in advertising, publicity or other marketing activities, any
name, trade name, trademark, or other designation of the other party or to refer
to the existence hereof in any promotional activity without the express written
consent of such other party.

  This Addendum shall not be construed to prohibit either CA or Licensee from
entering into a similar agreement with any other party nor from independently
developing, offering, selling or marketing materials, products or services which
are similar to the materials, products or services provided hereunder.

  If the Beta Product is a new release of an already Licensed Program, future
usage and maintenance fees shall be payable in accordance with the terms and
conditions of the License Agreement for the already Licensed Program.

  If the Beta Product is being newly licensed by the client, then the initial
license fee shall be payable in accordance with the License Agreement and Order
Form with subsequent usage and maintenance fees payable on each anniversary of
the date on which the Licensee shall have received a version of the Licensed
Program in General Availability status or received CA's notification that the
Beta Product has reached General Availability status.


COMPUTER ASSOCIATED INTERNATIONAL, INC       LICENSEE
 
By:______________________________________    By:________________________________
           (Authorized Signature)                     (Authorized Signature)
 
_________________________________________    ___________________________________
                 (Name)                                      (Name)
 
_________________________________________    ___________________________________
                 (Title)                                     (Title)
 
_________________________________________    ___________________________________
                  (Date)                                      (Date)

                                    2.150.1

 
                                  APPENDIX C

Exodus's Network Management:

Installation, line and data center network monitoring, problem management
(notification and resolution).

Systems Management:

Installation, monitoring, event management, backup/restore, software delivery,
and secure administration.
Problem Management (notification and resolution)
Reports on systems management services and system performance and health.

Enterprise-class Security:

Managed Firewall protection.

Telco Line Management:

Management of private data lines in co-located datacenters.


Data Traffic Management:

Utilization reports
Line and protocol bandwidth reservation and restriction
Web access analysis reports.

 
XY OPTION PLAN DESCRIPTIONS

Five equal annual payments inclusive of usage and maintenance for the five-year 
period. Thereafter, continued usage of the Licensed Program and maintenance will
be subject to the same UMF as is applicable under option G1 below.

Three equal annual payments inclusive of usage and maintenance for the three-
year period. Thereafter, continued usage of the Licensed Program and maintenance
will be subject to the same UMF as is applicable under option G1 below.

G1.  One-time fee ("OTF") inclusive of usage and maintenance for a one-year 
period. Thereafter, continued usage of the Licensed Program and maintenance will
be subject to ? usage and maintenance fee ("UMF") equal to the then prevailing
OTF for the Licensed Program multiplied by the then prevailing UMF rate for the
Licensed Program.

G2.  Thirty-six equal monthly payments inclusive of usage and maintenance for
the three-year period. Thereafter, continued usage of the Licensed Program and
maintenance will be subject to the same UMF as is applicable under option G1
above.

G3.  A single payment for a three-year term license, inclusive of usage and
maintenance for the three-year period. Thereafter, the license will be renewed
on the same terms and conditions, but subject to the then prevailing G3 license
fee.

G4.  A single payment for a two-year term license, inclusive of usage and
maintenance for the two-year period. Thereafter, the license will be renewed
on the same terms and conditions, but subject to the then prevailing G4 license
fee.

G5.  A single payment for a one-year term license inclusive of usage and
maintenance for the one-year period. Thereafter, the license will be renewed on
the same terms and conditions, but subject to the then prevailing G5 license
fee.

G6.  Three equal annual payments for a three-year term license, inclusive of
usage and maintenance for the three-year period. Thereafter, the license will be
renewed on the same terms and conditions, but subject to the then prevailing G6
license fee.

G7.  Thirty-six equal monthly payments for a three-year term license, inclusive
of usage and maintenance for the three-year period. Thereafter, the license will
be renewed on the same terms and conditions, but subject to the then prevailing
G7 license fee.

G8. A single payment for limited purpose(s) set forth on the face of this Order 
Form without effecting any change in any existing license except as specifically
set forth.

RENEWALS

        All renewals shall be automatic unless either CA or Licensee shall, 
within thirty days prior to the expiration of the license period or any renewal 
period, give written notice to the other party of its intention not to renew. If
the applicable UMF shall be discontinued at any time, reinstatement shall be 
subject to a reinstatement charge equal to 150% of the then prevailing UMF 
multiplied by the number of years and part thereof during which usage and 
maintenance of the Licensed Program shall have been discontinued.

SCHEDULE OF TERMS

        Unless otherwise indicated, license fees, OTFs and UMFs are per CPU and 
are applicable only to Designated CPU(s) and licensed installation sites of 
Licensee. The right to use or benefit from the Licensed Program (if initially 
licensed after November 1, 1992) extends to any majority-owned subsidiary of 
Licensee (notwithstanding more restrictive provisions which may be found in the 
License Agreement referenced by this Order Form) provided such subsidiary 
agrees to comply with the referenced License Agreement and this Order Form. Such
use of the Licensed Program is restricted to the internal operations of the 
Licensee and any such subsidiary for the processing of its own data. Any 
proposed change in any of the foregoing, including a change of control of the 
Licensee or Licensee's business, shall be subject to CA's prior written consent 
and payment of all applicable charges. Licensee shall furnish to CA such 
documentation and access to its facilities as CA may request from time to time 
to verify compliance with the provisions hereof. All fees and charges are 
payable in advance upon receipt of invoice.

UPGRADE

        License restrictions (such as the Designated CPU limitation) may be 
upgraded or expanded at any time during the term of the Order upon prior written
notice to CA. The expiration date of the term of the Order or the then current 
usage and maintenance period for the existing license shall not change, and it 
shall apply to the upgraded or expanded license. All applicable upgrade fees 
and adjustments to the license fees and applicable UMFs for an upgraded or 
expanded license shall be determined in accordance with CA's policy and prices 
prevailing at the time of the upgrade.

ADDITIONAL CPU(s)

        Additional CPU(s) at the same installation site may be licensed to use 
the Licensed Program. In order to add one or more CPU(s), one copy of the 
Licensed Program at the installation site must either have an existing license
to run on a CPU in the highest CPU group at the installation site, or be
upgraded to a CPU in that highest CPU group in accordance with the "Upgrade"
policy of CA. The license for additional CPU(s) may be an Option G1, G2, A0 or
A8 only if the license for the Licensed Program in the highest CPU group shall
be an Option G1, G2, A0 or A8. Provided that the first CPU has been upgraded to
or is licensed for use in the highest CPU group at the installation site, the
license fee, and any subsequent UMF, for each additional CPU at the same
installation site shall be the then prevailing license fee or UMF, as the case
may be, applicable to the additional CPU. In all cases, such additional CPU
license fee or UMF shall only apply during such time as the Order and UMF for
the Licensed Program in the highest CPU group shall be current and in effect.

CONVERSION CREDIT

        A "Rightsizing Credit" may be available when Licensee decides to change 
the hardware platform or operating system for which the Licensed Program was 
originally licensed to another platform or different operating system such as a 
workstation or personal computer. In qualifying instances, the Rightsizing 
Credit will be equal to the license fee actually paid for the original Licensed
Program on the original hardware platform or operating system (less a usage
charge of 2% per month) up to a maximum credit of one-half of the fee otherwise
applicable. (No cash refunds will be payable under any circumstance.)
Rightsizing Credit are available only in respect to Licensed Programs under
active maintenance status and to Licensees that maintain enrollment in CA's
Total Client Care Program.

CLIENT SERVICES

        New releases or Licensed Program upgrades are not included as a part of
annual maintenance and support services for workstation and micro computer 
software. All of the terms and conditions contained in the License Agreement 
referred to in this Order Form shall apply to the Services ordered hereunder.
All programs, documentation, reports, techniques, designs and other materials
prepared or created by CA shall remain the property of CA and shall not
constitute work made for hire under the Copyright Act. The fees set forth in
this Order Form for Services, as more fully set forth in the attached
description(s), do not include out-of-pocket expenses (such as transportation,
lodging, meal per diem, and other expenses) incurred by CA while providing the
Services ordered, which expenses will be charged to the Licensee from time to
time or upon completion of the ordered Services. If performance of the Services
is delayed due to Licensee's failure to provide required computer access or
personnel or similar reasons, Licensee shall pay CA's then prevailing daily
charge, plus reimbursement of all such out-of-pocket expenses, for each
additional day for each person assigned by CA to provide the Services.

REFERENCED LICENSE AGREEMENT

        The terms and conditions of the License Agreement or prior Order Form, 
as the case may be, referenced by this Order Form shall apply to this Order 
Form. If any provision of the License Agreement or prior Order Form, as the case
may be, shall contradict any provision of this Order Form, the provisions of 
this Order Form shall apply with respect to the Licensed Program(s) described 
herein. If the License Agreement referred to in this Order Form currently
provides for a license of Licensed Program(s) for use on an "installation or
site basis," then the same shall be amended for purposes of the Licensed
Program(s) covered by this Order Form, to a license for use on a "per CPU"
basis.

NOTICES

        All notices, invoices and other communications hereunder shall be 
delivered to Licensee and CA at their respective addresses set forth in this 
Order Form unless changed by similar notice.

 
                                   APPENDIX D

                     (See attached Standard CA Order Form)

 
COMPUTER ASSOCIATES(R)                                               ORDER FORM
Software superior by design.
================================================================================
COMPUTER ASSOCIATES INTERNATIONAL, INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA, 
NY 11788-7000  (516)  342-5224  FAX (516) 342-5329

 
                                                            
Licensee Name and Address:______________________________________________________________________________________________

________________________________________________________________________________________________________________________

License Agreement No.: _____________________________________  If Tax Exempt, Number: ________________(attach certificate)

Installation/Service Site Location: (If different from above)___________________________________________________________

Installation/Service Site I.D. No.:_____________________________________________________________________________________

Licensee Technical Contact Person: ____________________________________________Phone:___________________________________
                                                                                    
Licensee Billing Address: (If different from above)_____________________________________________________________________
                                                                                    
Licensee Billing Contact Person: (If different from above)_____________________Phone:___________________________________
                                                                                    
Licensee Shipping Address: (If different from above)____________________________________________________________________
                                                                                    
Licensee Shipping Contact Person:______________________________________________Phone:___________________________________

Installation No. ________________________ for password protected products. Licensee P.O. No. (If required) _____________

Initial Media Type (check one): T1600_______ T6250 _______ C3480 _______ Other__________________________________________
                                                                                            (Describe)
 



--------------------------------------------------------------------------------------------------------------------------------
CA Supplement No.   Licensed                         Designated CPU(s) Information                              
To be completed     Program(s),                                                                     Maximum     Initial Invoice
by Sales            Services or                                                                   Power Units        Amount    
Accounting          Materials     Manufacturer   Model      Operating System     CPU Serial No.    or Users      (Net of Taxes)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                           
-------------------------------------------------------------------------------------------------------------------------------
 
-------------------------------------------------------------------------------------------------------------------------------
 
-------------------------------------------------------------------------------------------------------------------------------
 
-------------------------------------------------------------------------------------------------------------------------------
 
-------------------------------------------------------------------------------------------------------------------------------
 
-------------------------------------------------------------------------------------------------------------------------------
 
-------------------------------------------------------------------------------------------------------------------------------


EFFECTIVE DATE OF THIS ORDER: _________________________
[_] A0: Five equal payments in the amount $_________ per year                 
[_] A8: Three equal payments in the amount of $______ per year                
[_] G1: A single payment in the amount of $ ____________                      
[_] G2: Thirty-six equal payments in the amount of $_________ per month       
[_] G3: A single payment in the amount of $_______________                    
[_] G4: A single payment in the amount of $_______________                    
[_] G5: A single payment in the amount of $_______________                    
[_] G6: Three equal payments in the amount of $________ per year              
[_] G7: Thirty-six equal payments in the amount of $__________ per month       
[_] If applicable, change to Pay Option specified above from Pay Option ______
    for Licensed Program ______________

[_] G0: A single payment in the amount of $________________ for:      
    [_] Services (attach description)             
    [_] Upgrade to CPU designated above 
        from CPU _____________________________________________________________ 
                      Mfg.        Model          Op.Sys          Serial No
    [_] Maintenance Reinstatement through ____________________________________
                                                          Date 
    [_] Transfer Fee (attach Description)     
    [_] Other Supplemental Fee (attach description) 

    (SEE REVERSE SIDE FOR A DETAILED DESCRIPTION OF EACH PAY OPTION AND FOR
                       ADDITIONAL IMPORTANT PROVISIONS.)
                                        

COMPUTER ASSOCIATES INTERNATIONAL, INC                 

By: _______________________________________________
                 (Authorized Signature)                                 
                                                       
___________________________________________________   
                (Name of Person Signing)                               
                                                       
By: _______________________________________________
                        Date


LICENSEE                       

By: _______________________________________________
                 (Authorized Signature)                
                                                       
                                                       
___________________________________________________
         (Type or Print Name of Person Signing)        
                                                       
By: _______________________________________________
                        Date   

 
                                  APPENDIX E 

                          EXODUS INTERNET DATA SITES



Mega Data Centers:

Exodus Communications Inc.
Harborside Financial Center
1 Harborside Drive, Plaza iii, Suite 800
Jersey City, NJ 07311-3988

Exodus Communications, Inc.
1605 Wyatt Drive
Santa Clara 95054

Exodus Communications, Inc.
Regency Plaza, Suite 705
2350 Mission College Blvd.
Santa Clara, CA 95054

Exodus Communications, Inc.
1500 Wyatt Drive
Santa Clara, CA 95054

 
                                  APPENDIX F


Exodus Software trademarks, tradenames and logos:

EXODUS
Exodus
Exodus

Exodus Usage guidelines:

     The Exodus logos and Marks shown above are Marks that may be used by CA
     only pursuant to the terms of this Agreement, CA may not alter this artwork
     in any way. CA may not combine Exodus logos with any other feature
     including, but not limited to, other logos, words, symbols, graphics,
     photos, slogans, numbers, or design features. CA may not display Exodus
     logos or other Exodus Marks of packaging, documentation, collateral or
     advertising in a manner to suggest "Exodus", "Exodus Communications", or
     the above logos are part of CA's tradename or product name. The logos
     cannot be larger or more prominent than CA's product name, trademark, logos
     or tradename.

 
CA Software trademarks, tradenames and logos


UNICENTER(R) TNG(TM)



CA's Usage guidelines:

The Computer Associates logos and Marks shown above are Marks that may be used
by Exodus only pursuant to the terms of this Agreement. You may not alter this
artwork in any way. You may not combine logos with any other feature including,
but not limited to, other logos, words, symbols, graphics, photos, slogans,
numbers, design features or symbols. You may not display the CA logos or other
CA Marks on packaging, documentation, collateral, or advertising manner that
suggest "CA", "Computer Associates", or the above logos are part of your
tradename or product name. The logos cannot be larger or more prominent than
your product name, trademark, logos or tradename.

 
                                  APPENDIX G
                             JOINT MARKETING TERMS


1.   Joint Press Releases

2.   Joint advertising and marketing materials

3.   Participation by Exodus at CA World for the term of this Agreement, free of
charge, excluding Exodus' travel and other expenses.