Fir Tree Value Fund

Fir Tree Value is the beneficial owner of 4,152,710 shares of Common Stock consisting of 1,152,710 shares of Common Stock and American-style call options exercisable to purchase 3,000,000 shares of Common Stock.

Fir Tree Partners L.P. is a privately owned hedge fund sponsor. The firm invests in the public equity markets of the United States. It primarily invests in value stocks.

The Company is not new to the sector:

Equity-For-Debt Exchange Agreement - Exodus Communications Inc. and Fir Tree(Aug 22, 2001)

1. Fir Tree wishes to exchange a total of

       $7,500,000 principal amount of Company's 11.625% senior notes due
       7/15/10,
       $6,000,000 principal amount of Company's 11.25% senior notes due 7/1/08,
       $17,000,000 principal amount of Company's 10.75% senior notes due
       12/15/09,
       $56,000,000 principal amount of Company's 4.75% subordinated convertible
       notes due 7/15/08, and
       $15,500,000 principal amount of Company's 5.25% subordinated convertible
       notes due 2/15/08 (collectively, the "Bonds").

2. Fir Tree and the Company have agreed that it is in their mutual interest to
exchange the Bonds for shares of the common stock of the Company.

3. In consideration of the premises and the agreements and representations
contained herein, the parties hereto agree as follows:

                                  Agreement

A. Bond Exchange.
  -------------

On the Effective Date, Fir Tree will transfer and deliver the Bonds to Company
and Company will deliver 18,637,096 shares of its common stock (the "Shares")
to Fir Tree in exchange for the Bonds plus all claims arising out of or relating
to the Bonds, including but not limited to any accrued but unpaid interest
thereon.