This CONDITIONAL WAIVER AND FIRST AMENDMENT TO DEFEASANCE DEPOSIT AGREEMENT (this "Agreement") dated as of August 13, 2002, is by and among INKTOMI CORPORATION, a Delaware corporation, as Lessee (the "Lessee"), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as Owner Trustee of the Ink to mi Trust 2000 and Lessor (the "Lessor");

WILMINGTON TRUST FSB, a federal savings bank, not in its individual capacity except as otherwise expressly provided herein, but solely as Co-Owner Trustee of the Ink to mi Trust 2000 ("Co-Owner Trustee");

DEUTSCHE BANK AG, NEW YORK BRANCH, a duly licensed branch of Deutsche Bank AG, a German corporation, as an Investor (together with any permitted successors and assigns, each an "Investor" and collectively the "Investors");

DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH, as a Lender (together with the other financial institutions as may from time to time become lenders, the "Lenders") under the Credit Agreement and as Agent for the Lenders (in such capacity, the "Agent"); and

DEUTSCHE BANK SECURITIES INC. f/k/a DEUTSCHE BANC ALEX. BROWN INC., as Arranger (the "Arranger"). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Annex A to the Participation Agreement (as defined below).

RECITALS:

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

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

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

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

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

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

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

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

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

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

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

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

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