RESOURCE SHARING AGREEMENT AMENDMENT NO. 1 This Amendment No. 1 to the Resource Sharing Agreement (this Amendment") is made as of April 7, 2000 (the "Amendment Effective Date") by and between AppliedTheory Corporation, formerly NYSERNet.com...

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                           RESOURCE SHARING AGREEMENT
                                 AMENDMENT NO. 1


      This Amendment No. 1 to the Resource Sharing Agreement (this Amendment")
is made as of April 7, 2000 (the "Amendment Effective Date") by and between
AppliedTheory Corporation, formerly XXXXXXxx.xxx ("AppliedTheory") and
XXXXXXxx.xxx ("NYSERNet").


                                   BACKGROUND

      This Amendment is made with reference to the following facts:

      A.    NYSERNet and AppliedTheory are parties to that certain Resource
            Sharing Agreement dated as of October 1, 1996 (the "Agreement").

      B.    The parties desire to extend the termination date of the Agreement
            as set forth below.


                               TERMS OF AMENDMENT

      Accordingly, in consideration of the mutual promises set forth below, the
parties hereby agree as follows:

      1.    The termination date of the Agreement is extended from December 31,
            1999 to December 31, 2000.

      2.    All other terms and conditions of the Agreement shall remain in full
            force and effect.


      IN WITNESS WHEREOF, the parties have executed this Amendment.


                                                   
       APPLIEDTHEORY CORPORATION                      XXXXXXXX.XXX

       By:  /s/ Xxxxxx Xxxxxxxxxx                     By:  /s/ Xx. Xxxxxxx Xxxxx

       Name: Xxxxxx Xxxxxxxxxx                        Name: Xx. Xxxxxxx Xxxxx

       Title: Vice President Business Integration     Title: President

       Date: 4/17/2000                                Date: 4/13/2000