<DOCUMENT>
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<TEXT>
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                                                                     EXHIBIT 1.1
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                               INKTOMI CORPORATION

                            (a Delaware corporation)


                        12,500,000 Shares of Common Stock


                               PURCHASE AGREEMENT


Dated:  October 30, 2001


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<PAGE>
                                TABLE OF CONTENTS


PURCHASE AGREEMENT.............................................................1

   SECTION 1. Representations and Warranties...................................2
         (a)    Representations and Warranties by the Company..................2
                (i)    Compliance with Registration Requirements...............2
                (ii)   Incorporated Documents..................................3
                (iii)  Independent Accountants.................................4
                (iv)   Financial Statements....................................4
                (v)    No Material Adverse Change in Business..................4
                (vi)   Good Standing of the Company............................4
                (vii)  Subsidiaries............................................5
                (viii) Capitalization..........................................5
                (ix)   Authorization, etc., of Agreement.......................5
                (x)    Authorization and Description of Securities.............5
                (xi)   Absence of Defaults and Conflicts.......................5
                (xii)  Absence of Labor Dispute................................6
                (xiii) Absence of Proceedings..................................6
                (xiv)  Accuracy of Exhibits....................................6
                (xv)   Possession of Intellectual Property.....................7
                (xvi)  Absence of Further Requirements.........................7
                (xvii) Possession of Licenses and Permits......................7
                (xviii)Title to Property.......................................7
                (xix)  Compliance with Cuba Act................................8
                (xx)   Investment Company Act..................................8
                (xxi)  Environmental Laws......................................8
                (xxii) No Registration Rights..................................8
                (xxiii)Accounting Controls.....................................9
                (xxiv) Listing of Common Stock.................................9
         (b)    Officer's Certificates.........................................9

   SECTION 2. Sale and Delivery to Underwriters; Closing.......................9
         (a)    Initial Securities.............................................9
         (b)    Option Securities..............................................9
         (c)    Payment.......................................................10
         (d)    Denominations; Registration...................................10
         (e)    Restriction on Sale of Securities.............................11
         (f)    Terms of Public Offering......................................11

   SECTION 3. Covenants of the Company........................................11
         (a)    Compliance with Securities Regulations and Commission
                Requests......................................................11
         (b)    Filing of Amendments..........................................11
         (c)    Delivery of Registration Statements...........................12

                                       i
<PAGE>
         (d)    Delivery of Prospectuses......................................12
         (e)    Continued Compliance with Securities Laws.....................12
         (f)    Blue Sky Qualifications.......................................13
         (g)    Rule 158......................................................13
         (h)    Use of Proceeds...............................................13
         (i)    Listing.......................................................13
         (j)    Reporting Requirements........................................13
         (k)    Transfer Agent................................................13

   SECTION 4. Payment of Expenses.............................................13
         (a)    Expenses......................................................13
         (b)    Termination of Agreement......................................14

   SECTION 5. Conditions of Underwriters' Obligations.........................14
         (a)    Effectiveness of Registration Statement.......................14
         (b)    Opinion of Counsel for Company................................14
         (c)    Opinion of Counsel for Underwriters...........................14
         (d)    Officers' Certificate.........................................15
         (e)    Accountant's Comfort Letter...................................15
         (f)    Bring-down Comfort Letter.....................................15
         (g)    Approval of Listing...........................................15
         (h)    Lock-up Agreements............................................15
         (i)    Conditions to Purchase of Option Securities...................15
                (i)    Officers' Certificate..................................16
                (ii)   Opinion of Counsel for Company.........................16
                (iii)  Opinion of Counsel for Underwriters....................16
                (iv)   Bring-down Comfort Letter..............................16
         (j)    Additional Documents..........................................16
         (k)    Termination of Agreement......................................16

   SECTION 6. Indemnification.................................................16
         (a)    Indemnification of Underwriters...............................16
         (b)    Indemnification of Company, Directors and Officers............17
         (c)    Actions against Parties; Notification.........................18
         (d)    Settlement without Consent if Failure to Reimburse............18

   SECTION 7. Contribution....................................................19

   SECTION 8. Representations, Warranties and Agreements to Survive
              Delivery........................................................20

   SECTION 9. Termination of Agreement........................................20
         (a)    Termination; General..........................................20
         (b)    Liabilities...................................................21

   SECTION 10 Default by One or More of the Underwriters......................21

   SECTION 11. Notices........................................................22

                                       ii
<PAGE>
   SECTION 12. Parties........................................................22

   SECTION 13. Governing Law And Time.........................................23

   SECTION 14. Effect of Headings.............................................23


SCHEDULES

Schedule A - List of Underwriters........................................Sch A-1
Schedule B - Pricing Information.........................................Sch B-1
Schedule C - List of Subsidiaries........................................Sch C-1
Schedule D - List of Persons and Entities Subject to Lock-Up.............Sch D-1

EXHIBITS

Exhibit A - Form of Opinion of Company's Counsel.............................A-1
Exhibit B - Form of Lock-Up Agreement........................................B-1


                                      iii
<PAGE>
                               INKTOMI CORPORATION

                            (a Delaware corporation)

                        12,500,000 Shares of Common Stock

                          (Par Value $0.001 Per Share)

                               PURCHASE AGREEMENT


                                                                October 30, 2001

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
             Incorporated
    as Representative of the several Underwriters
4 World Financial Center
New York, New York 10080

Ladies and Gentlemen:

        Inktomi Corporation, a Delaware corporation (the "Company"), confirms
its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and each of the other Underwriters named in
Schedule A hereto (collectively, the "Underwriters", which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch is acting as Representative (in such capacity,
the "Representative"), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the
respective numbers of shares of Common Stock, par value $0.001 per share, of the
Company ("Common Stock") set forth in said Schedule A, and with respect to the
grant by the Company to the Underwriters, acting severally and not jointly, of
the option described in Section 2(b) hereof to purchase all or any part of
1,875,000 additional shares of Common Stock to cover over-allotments, if any.
The aforesaid 12,500,000 shares of Common Stock (the "Initial Securities") to be
purchased by the Underwriters and all or any part of the 1,875,000 shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option
Securities") are hereinafter called, collectively, the "Securities".

        The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representative deems advisable after
this Agreement has been executed and delivered.

        The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-67706) covering the
registration
<PAGE>
of the Securities under the Securities Act of 1933, as amended (the "1933 Act"),
including a related prospectus. Promptly after execution and delivery of this
Agreement, the Company will prepare and file a prospectus in accordance with the
provisions of Rule 430A ("Rule 430A") of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of
Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information included
in such prospectus that was omitted from such registration statement at the time
it became effective but that is deemed to be part of such registration statement
at the time it became effective pursuant to paragraph (b) of Rule 430A is
referred to as "Rule 430A Information." Each prospectus used before such
registration statement became effective, and any prospectus that omitted the
Rule 430A Information that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto,
schedules thereto, if any, and the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became
effective and including the Rule 430A Information is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The final prospectus,
including the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for
use in connection with the offering of the Securities is herein called the
"Prospectus." For purposes of this Agreement, all references to the Registration
Statement, any preliminary prospectus or the Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

        All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the "1934
Act"), which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be.

SECTION 1. Representations and Warranties.

        (a) Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery
(if any) referred to in Section 2(b) hereof, and agrees with each Underwriter,
as follows:

                (i) Compliance with Registration Requirements. The Company meets
        the requirements for use of Form S-3 under the 1933 Act. Each of the
        Registration Statement and any Rule 462(b) Registration Statement has
        become effective under the 1933 Act and no stop order suspending the
        effectiveness of the Registration Statement or any Rule

                                       2
<PAGE>
        462(b) Registration Statement has been issued under the 1933 Act and no
        proceedings for that purpose have been instituted or are pending or, to
        the knowledge of the Company, are contemplated by the Commission, and
        any request on the part of the Commission for additional information has
        been complied with.

                        At the respective times the Registration Statement, any
                Rule 462(b) Registration Statement and any post-effective
                amendments thereto (including the filing of the Company's most
                recent Annual Report on Form 10-K with the Commission) became
                effective and at the Closing Time (and, if any Option Securities
                are purchased, at the Date of Delivery), the Registration
                Statement, the Rule 462(b) Registration Statement and any
                amendments and supplements thereto complied and will comply in
                all material respects with the requirements of the 1933 Act and
                the 1933 Act Regulations and did not and will not contain an
                untrue statement of a material fact or omit to state a material
                fact required to be stated therein or necessary to make the
                statements therein not misleading. Neither the Prospectus nor
                any amendments or supplements thereto, at the time the
                Prospectus or any such amendment or supplement was issued and at
                the Closing Time (and, if any Option Securities are purchased,
                at the Date of Delivery), included or will include an untrue
                statement of a material fact or omitted or will omit to state a
                material fact necessary in order to make the statements therein,
                in the light of the circumstances under which they were made,
                not misleading. If Rule 434 is used, the Company will comply
                with the requirements of Rule 434. The representations and
                warranties in this subsection shall not apply to statements in
                or omissions from the Registration Statement or Prospectus made
                in reliance upon and in conformity with information furnished to
                the Company in writing by any Underwriter through Merrill Lynch
                expressly for use in the Registration Statement or Prospectus.

                        Each preliminary prospectus and the prospectus filed as
                part of the Registration Statement as originally filed or as
                part of any amendment thereto, or filed pursuant to Rule 424
                under the 1933 Act Regulations, complied when so filed in all
                material respects with the 1933 Act Regulations and each
                preliminary prospectus and the Prospectus delivered to the
                Underwriters for use in connection with this offering was
                identical to the electronically transmitted copies thereof filed
                with the Commission pursuant to EDGAR, except to the extent
                permitted by Regulation S-T.

                (ii) Incorporated Documents. The documents incorporated or
        deemed to be incorporated by reference in the Registration Statement and
        the Prospectus, at the time they were or hereafter are filed with the
        Commission, complied and will comply in all material respects with the
        requirements of the 1934 Act and the rules and regulations of the
        Commission thereunder (the "1934 Act Regulations"), and, when read
        together with the other information in the Prospectus, at the time the
        Registration Statement became effective, at the time the Prospectus was
        issued and at the Closing Time (and if any Option Securities are
        purchased, at the Date of Delivery), did not and will not contain an
        untrue statement of a material fact or omit to state a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading.

                                       3
<PAGE>
                (iii) Independent Accountants. The accountants who certified the
        financial statements and supporting schedules included in the
        Registration Statement are independent public accountants as required by
        the 1933 Act and the 1933 Act Regulations.

                (iv) Financial Statements. The financial statements included in
        the Registration Statement and the Prospectus (excluding financial
        information included in press releases of the Company incorporated by
        reference therein), together with the related schedules and notes,
        present fairly the financial position of the Company and its
        consolidated subsidiaries at the dates indicated and the statement of
        operations, stockholders' equity and cash flows of the Company and its
        consolidated subsidiaries for the periods specified; said financial
        statements have been prepared in conformity with generally accepted
        accounting principles ("GAAP") applied on a consistent basis throughout
        the periods involved. The supporting schedules, if any, included in the
        Registration Statement present fairly in accordance with GAAP the
        information required to be stated therein. The selected financial data
        and the summary financial information included in the Prospectus present
        fairly the information shown therein and have been compiled on a basis
        consistent with that of the audited financial statements included in the
        Registration Statement. The pro forma financial statements and the
        related notes thereto included in the Registration Statement and the
        Prospectus present fairly the information shown therein, have been
        prepared in accordance with the Commission's rules and guidelines with
        respect to pro forma financial statements and have been properly
        compiled on the bases described therein, and the assumptions used in the
        preparation thereof are reasonable and the adjustments used therein are
        appropriate to give effect to the transactions and circumstances
        referred to therein.

                (v) No Material Adverse Change in Business. Since the respective
        dates as of which information is given in the Registration Statement and
        the Prospectus, except as otherwise stated therein or contemplated
        thereby, (A) there has been no material adverse change in the condition,
        financial or otherwise, or in the earnings, business affairs or business
        prospects of the Company and its subsidiaries considered as one
        enterprise, whether or not arising in the ordinary course of business (a
        "Material Adverse Effect"), (B) there have been no transactions entered
        into by the Company or any of its subsidiaries, other than those in the
        ordinary course of business, which are material with respect to the
        Company and its subsidiaries considered as one enterprise, and (C) there
        has been no dividend or distribution of any kind declared, paid or made
        by the Company on any class of its capital stock.

                (vi) Good Standing of the Company. The Company has been duly
        organized and is validly existing as a corporation in good standing
        under the laws of the State of Delaware and has corporate power and
        authority to own, lease and operate its properties and to conduct its
        business as described in the Prospectus and to enter into and perform
        its obligations under this Agreement and to consummate the transactions
        contemplated in the Prospectus; and the Company is duly qualified as a
        foreign corporation to transact business and is in good standing in each
        other jurisdiction in which such qualification is required, whether by
        reason of the ownership or leasing of property or the conduct of

                                       4
<PAGE>
        business, except where the failure so to qualify or to be in good
        standing would not result in a Material Adverse Effect.

                (vii) Subsidiaries. The Company has no "significant
        subsidiaries" as such term is defined in Rule 1-02 of Regulation S-X.
        The only subsidiaries of the Company are the subsidiaries listed on
        Schedule C hereto.

                (viii) Capitalization. The authorized, issued and outstanding
        capital stock of the Company is as set forth in the Prospectus in the
        column entitled "Actual" under the caption "Capitalization" (except for
        subsequent issuances, if any, pursuant to this Agreement, pursuant to
        reservations, agreements or employee benefit plans referred to in the
        Prospectus or pursuant to the exercise of convertible securities or
        options referred to in the Prospectus). The shares of issued and
        outstanding capital stock of the Company have been duly authorized and
        validly issued and are fully paid and non-assessable; none of the
        outstanding shares of capital stock of the Company was issued in
        violation of the preemptive or other similar rights of any
        securityholder of the Company.

                (ix) Authorization, etc., of Agreements. This Agreement has been
        duly authorized, executed and delivered by the Company and, upon
        execution and delivery by the Underwriters, will be a valid and legally
        binding agreement of the Company, enforceable against the Company in
        accordance with its terms, except as rights to indemnification hereunder
        may be limited by applicable law and except as the enforcement hereof
        may be limited by bankruptcy, insolvency, reorganization, moratorium or
        other similar laws relating to or affecting the rights and remedies of
        creditors or by general equitable principles.

                (x) Authorization and Description of Securities. The Securities
        have been duly authorized by the Company for issuance and sale to the
        Underwriters pursuant to this Agreement. Such Securities, when issued
        and delivered by the Company pursuant to this Agreement against payment
        of the consideration set forth herein, will be validly issued, fully
        paid and non-assessable and will not be subject to preemptive or other
        similar rights of any securityholder of the Company; the Common Stock
        conforms in all material respects to all statements relating thereto
        contained in the Prospectus and any certificate representing the
        Securities, will be in substantially the form filed or incorporated by
        reference, as the case may be, as an exhibit to the Registration
        Statement and such description conforms to the rights set forth in the
        instruments defining the same; no holder of the Securities is or will be
        subject to personal liability solely by reason of being such a holder.

                (xi) Absence of Defaults and Conflicts. Neither the Company nor
        any of its subsidiaries is in violation of its charter or by-laws or in
        default in the performance or observance of any obligation, agreement,
        covenant or condition contained in any contract, indenture, mortgage,
        deed of trust, loan or credit agreement, note, lease or other agreement
        or instrument to which the Company or any of its subsidiaries is a party
        or by which it or any of them may be bound, or to which any of the
        property or assets of the Company or any subsidiary is subject
        (collectively, "Agreements and Instruments") except for such violations
        and defaults that would not result in a Material Adverse Effect;

                                       5
<PAGE>
        and the execution, delivery and performance of this Agreement and any
        other agreement or instrument entered into or issued or to be entered
        into or issued by the Company in connection with the transactions
        contemplated in the Prospectus and the consummation of the transactions
        contemplated herein and in the Registration Statement (including the
        issuance and sale of the Securities and the use of the proceeds from the
        sale of the Securities as described in the Prospectus under the caption
        "Use of Proceeds") and compliance by the Company with its obligations
        hereunder and thereunder have been duly authorized by all necessary
        corporate action and do not and will not, whether with or without the
        giving of notice or passage of time or both, conflict with or constitute
        a breach of, or default or Repayment Event (as defined below) under, or
        result in the creation or imposition of any lien, charge or encumbrance
        upon any property or assets of the Company or any subsidiary pursuant
        to, the Agreements and Instruments (except for such conflicts, breaches
        or defaults or liens, charges or encumbrances that would not result in a
        Material Adverse Effect), nor will such action result in any violation
        of the provisions of the charter or by-laws of the Company or any
        subsidiary or any applicable law, statute, rule, regulation, judgment,
        order, writ or decree of any government, government instrumentality or
        court, domestic or foreign, having jurisdiction over the Company or any
        subsidiary or any of their assets, properties or operations. As used
        herein, a "Repayment Event" means any event or condition which gives the
        holder of any note, debenture or other evidence of indebtedness (or any
        person acting on such holder's behalf) the right to require the
        repurchase, redemption or repayment of all or a portion of such
        indebtedness by the Company or any subsidiary.

                (xii) Absence of Labor Dispute. No labor dispute with the
        employees of the Company or any subsidiary exists or, to the knowledge
        of the Company, has been threatened, and the Company is not aware of any
        existing or threatened labor disturbance by the employees of any of its
        or any subsidiary's principal suppliers, manufacturers, customers or
        contractors, which, in either case, may reasonably be expected to result
        in a Material Adverse Effect.

                (xiii) Absence of Proceedings. There is no action, suit,
        proceeding, inquiry or investigation before or brought by any court or
        governmental agency or body, domestic or foreign, now pending, or, to
        the knowledge of the Company, threatened, against or affecting the
        Company or any subsidiary, for which remedies have been requested which
        individually, or when considered with any other such action, suit,
        proceeding, inquiry or investigation for which remedies have been
        requested, is required to be disclosed in the Registration Statement, or
        which might reasonably be expected to affect the properties or assets
        thereof in a manner which would result in a Material Adverse Effect, or
        which might reasonably be expected to materially and adversely affect
        consummation of the transactions contemplated in this Agreement or the
        performance by the Company of its obligations under this Agreement or
        the Securities.

                (xiv) Accuracy of Exhibits. There are no contracts or documents
        which are required to be described in the Registration Statement, the
        Prospectus or the documents incorporated by reference therein or to be
        filed as exhibits thereto which have not been so described and filed as
        required.

                                       6
<PAGE>
                (xv) Possession of Intellectual Property. The Company and its
        subsidiaries own or possess, or can acquire on reasonable terms,
        adequate patents, patent rights, licenses, inventions, copyrights,
        know-how (including trade secrets and other unpatented and/or
        unpatentable proprietary or confidential information, systems or
        procedures), trademarks, service marks, trade names or other
        intellectual property (collectively, "Intellectual Property") necessary
        to carry on the business now operated by them, and except as disclosed
        in the Registration Statement neither the Company nor any of its
        subsidiaries has received any notice or is otherwise aware of any
        infringement of or conflict with asserted rights of others with respect
        to any Intellectual Property or of any facts or circumstances which
        would render any Intellectual Property invalid or inadequate to protect
        the interest of the Company or any of its subsidiaries therein, and
        which infringement or conflict or invalidity or inadequacy, singly or in
        the aggregate, would result in a Material Adverse Effect.

                (xvi) Absence of Further Requirements. No filing with, or
        authorization, approval, consent, license, order, registration,
        qualification or decree of, any court or governmental authority or
        agency is necessary or required for the performance by the Company of
        its obligations hereunder, in connection with the offering, issuance or
        sale of the Securities hereunder or the consummation of the transactions
        contemplated by this Agreement, except such as have been already
        obtained or as may be required under the 1933 Act or the 1933 Act
        Regulations and foreign or state securities laws.

                (xvii) Possession of Licenses and Permits. The Company and its
        subsidiaries possess such permits, licenses, approvals, consents and
        other authorizations (collectively, "Governmental Licenses") issued by
        the appropriate federal, state, local or foreign regulatory agencies or
        bodies necessary to conduct the business now operated by them except
        where failure to hold such Governmental Licenses would not have a
        Material Adverse Effect; the Company and its subsidiaries are in
        compliance with the terms and conditions of all such Governmental
        Licenses, except where the failure so to comply would not, singly or in
        the aggregate, have a Material Adverse Effect; all of the Governmental
        Licenses are valid and in full force and effect, except when the
        invalidity of such Governmental Licenses or the failure of such
        Governmental Licenses to be in full force and effect would not have a
        Material Adverse Effect; and neither the Company nor any of its
        subsidiaries has received any notice of proceedings relating to the
        revocation or modification of any such Governmental Licenses which,
        singly or in the aggregate, would result in a Material Adverse Effect.

                (xviii) Title to Property. The Company and its subsidiaries have
        good and marketable title to all real property owned by the Company and
        its subsidiaries and good title to all other properties, including all
        Intellectual Property, owned by them, in each case, free and clear of
        all mortgages, pledges, liens, security interests, claims, restrictions
        or encumbrances of any kind except such as (a) are described in the
        Prospectus or (b) do not, singly or in the aggregate, materially affect
        the value of such property and do not interfere with the use made and
        proposed to be made of such property by the Company or any of its
        subsidiaries; and all of the leases and subleases material to the
        business of the Company and its subsidiaries, considered as one
        enterprise, and under which the Company or any of its subsidiaries holds
        properties described in the Prospectus, are in

                                       7
<PAGE>
        full force and effect, and neither the Company nor any subsidiary has
        any notice of any material claim of any sort that has been asserted by
        anyone adverse to the rights of the Company or any subsidiary under any
        of the leases or subleases mentioned above, or affecting or questioning
        the rights of the Company or such subsidiary to the continued possession
        of the leased or subleased premises under any such lease or sublease
        that would reasonably be expected to have a Material Adverse Effect.

                (xix) Compliance with Cuba Act. The Company has complied with,
        and is and will be in compliance with, the provisions of that certain
        Florida act relating to disclosure of doing business with Cuba, codified
        as Section 517.075 of the Florida statutes, and the rules and
        regulations thereunder (collectively, the "Cuba Act") or is exempt
        therefrom.

                (xx) Investment Company Act. The Company is not, and upon the
        issuance and sale of the Securities as herein contemplated and the
        application of the net proceeds therefrom as described in the Prospectus
        will not be, an "investment company" or an entity "controlled" by an
        "investment company" as such terms are defined in the Investment Company
        Act of 1940, as amended (the "1940 Act").

                (xxi) Environmental Laws. Except as described in the
        Registration Statement and the Prospectus and except as would not,
        singly or in the aggregate, result in a Material Adverse Effect, (A)
        neither the Company nor any of its subsidiaries is in violation of any
        federal, state, local or foreign statute, law, rule, regulation,
        ordinance, code, policy or rule of common law or any judicial or
        administrative interpretation thereof, including any judicial or
        administrative order, consent, decree or judgment, relating to pollution
        or protection of human health, the environment (including, without
        limitation, ambient air, surface water, groundwater, land surface or
        subsurface strata) or wildlife, including, without limitation, laws and
        regulations relating to the release or threatened release of chemicals,
        pollutants, contaminants, wastes, toxic substances, hazardous
        substances, petroleum or petroleum products (collectively, "Hazardous
        Materials") or to the manufacture, processing, distribution, use,
        treatment, storage, disposal, transport or handling of Hazardous
        Materials (collectively, "Environmental Laws"), (B) the Company and its
        subsidiaries have all material permits, authorizations and approvals
        required under any applicable Environmental Laws and are each in
        compliance, is all material respects, with their requirements, (C) there
        are no pending or, to the Company's knowledge, threatened
        administrative, regulatory or judicial actions, suits, demands, demand
        letters, claims, liens, notices of noncompliance or violation,
        investigation or proceedings relating to any Environmental Law against
        the Company or any of its subsidiaries and (D) there are no events or
        circumstances that might reasonably be expected to form the basis of an
        order for clean-up or remediation, or an action, suit or proceeding by
        any private party or governmental body or agency, against or affecting
        the Company or any of its subsidiaries relating to Hazardous Materials
        or any Environmental Laws.

                (xxii) No Registration Rights. Except as has been communicated
        by the Company to the Representative, there are no contracts, agreements
        or understandings between the Company and any person granting such
        person the right to require the Company to file a registration statement
        under the 1933 Act with respect to any securities

                                       8
<PAGE>
        of the Company or to require the Company to include such securities with
        the Securities registered pursuant to the Registration Statement other
        than as described in the Registration Statement and as have been waived
        in writing in connection with the offering contemplated hereby.

                (xxiii) Accounting Controls. The Company and each of its
        subsidiaries maintain a system of internal accounting controls
        sufficient to provide reasonable assurance that (i) transactions are
        executed in accordance with management's general or specific
        authorizations; (ii) transactions are recorded as necessary to permit
        preparation of financial statements in conformity with generally
        accepted accounting principles and to maintain asset accountability;
        (iii) access to assets is permitted only in accordance with management's
        general or specific authorization; and (iv) the recorded accountability
        for assets is compared with the existing assets at reasonable intervals
        and appropriate action is taken with respect to any difference.

                (xxiv) Listing of Common Stock. The Common Stock is registered
        pursuant to Section 12(g) of the 1934 Act and is quoted on the Nasdaq
        National Market and the Company has taken no action designed to, or
        likely to have the effect of, terminating the registration of the Common
        Stock under the 1934 Act or delisting the Common Stock from the Nasdaq
        National Market nor has the Company received any notification that the
        Commission or the National Association of Securities Dealers, Inc. is
        contemplating terminating such registration or quotation.

        (b) Officer's Certificates. Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the Representative or to counsel
for the Underwriters shall be deemed a representation and warranty by the
Company to each Underwriter as to the matters covered thereby.

        SECTION 2. Sale and Delivery to Underwriters; Closing.

        (a) Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price per share set forth in Schedule B, the number of
Initial Securities set forth in Schedule A opposite the name of such
Underwriter, plus any additional number of Initial Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

        (b) Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants an option to the Underwriters, severally
and not jointly, to purchase up to an additional 1,875,000 shares of Common
Stock at the price per share set forth in Schedule B, less an amount per share
equal to any dividends or distributions declared by the Company and payable on
the Initial Securities but not payable on the Option Securities. The option
hereby granted will expire 30 days after the date hereof and may be exercised in
whole or in part from time to time only for the purpose of covering
over-allotments which may be made in connection with the offering and
distribution of the Initial Securities upon notice by the Representative to the
Company setting

                                        9
<PAGE>
forth the number of Option Securities as to which the several Underwriters are
then exercising the option and the time and date of payment and delivery for
such Option Securities. Any such time and date of delivery (a "Date of
Delivery") shall be determined by the Representative, but shall not be later
than seven full business days after the exercise of said option, nor in any
event prior to the Closing Time, as hereinafter defined. If the option is
exercised as to all or any portion of the Option Securities, each of the
Underwriters, acting severally and not jointly, will purchase that proportion of
the total number of Option Securities then being purchased which the number of
Initial Securities set forth in Schedule A opposite the name of such Underwriter
bears to the total number of Initial Securities, subject in each case to such
adjustments as the Representative in its discretion shall make to eliminate any
sales or purchases of fractional shares.

        (c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Sidley
Austin Brown & Wood LLP, 875 Third Avenue, New York, New York 10022, or at such
other place as shall be agreed upon by the Representative and the Company, at
9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30
P.M. (Eastern time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section 10), or such other time
not later than ten business days after such date as shall be agreed upon by the
Representative and the Company (such time and date of payment and delivery being
herein called "Closing Time").

        In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representative
and the Company, on each Date of Delivery as specified in the notice from the
Representative to the Company.

        Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representative for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representative, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

        (d) Denominations; Registration. Certificates for the Initial Securities
and the Option Securities, if any, shall be in such denominations and registered
in such names as the Representative may request in writing at least one full
business day before the Closing Time or the relevant Date of Delivery, as the
case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representative in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.

                                       10
<PAGE>
        (e) Restriction on Sale of Securities. The Company hereby agrees that,
without the prior written consent of the Underwriters, it will not, during the
period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to (A) the Securities
to be sold hereunder, (B) the issuance by the Company of shares of Common Stock
upon the exercise of options or warrants or the conversion of a security
outstanding on the date hereof of which the Underwriter has been advised in
writing and which is described in the Prospectus, or (C) the grant of Common
Stock or rights to acquire Common Stock under the Company's equity incentive
plans.

        (f) Terms of Public Offering. The Company is advised by the
Representative that the Underwriters propose to make a public offering of the
Securities after the Registration Statement and this Agreement have become
effective as in the Representative's judgement is advisable. The Company is
further advised by the Representative that the Securities are to be offered to
the public initially at $4.25 a share (the "Public Offering Price") and to
certain dealers selected by the Underwriters at a price that represents a
concession not in excess of $.11 a share under the Public Offering Price.

SECTION 3. Covenants of the Company. The Company covenants with each Underwriter
as follows:

        (a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule 430A
and will notify the Representative immediately, and confirm the notice in
writing, (i) when any post-effective amendment to the Registration Statement
shall become effective, or any supplement to the Prospectus or any amended
Prospectus shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or for
additional information, and (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of
such purposes. The Company will promptly effect the filings necessary pursuant
to Rule 424(b) and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule 424(b)
was received for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

        (b) Filing of Amendments. The Company will give the Representative
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing

                                       11
<PAGE>
under Rule 462(b)) or any amendment, supplement or revision to either the
prospectus included in the Registration Statement at the time it became
effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act
or otherwise, will furnish the Representative with copies of any such documents
a reasonable amount of time prior to such proposed filing or use, as the case
may be, and will not file or use any such document to which the Representative
or counsel for the Underwriters shall object.

        (c) Delivery of Registration Statements. The Company has furnished or
will deliver to the Representative and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts, and will also deliver to the Representative, without charge, a
conformed copy of the Registration Statement as originally filed and of each
amendment thereto (without exhibits) for each of the Underwriters. The copies of
the Registration Statement and each amendment thereto furnished to the
Underwriters will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

        (d) Delivery of Prospectuses. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such
number of copies of the Prospectus (as amended or supplemented) as such
Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

        (e) Continued Compliance with Securities Laws. The Company will comply
with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the Securities
as contemplated in this Agreement and in the Prospectus. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales
of the Securities, any event shall occur or condition shall exist as a result of
which it is necessary, in the opinion of counsel for the Underwriters or for the
Company, to amend the Registration Statement or amend or supplement the
Prospectus in order that the Prospectus will not include any untrue statements
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing
at the time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the
Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request.

                                       12
<PAGE>
        (f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
as the Representative may designate and to maintain such qualifications in
effect for a period of not less than one year from the later of the effective
date of the Registration Statement and any Rule 462(b) Registration Statement;
provided, however, that the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation or as a
dealer in securities in any jurisdiction in which it is not so qualified or to
subject itself to taxation in respect of doing business in any jurisdiction in
which it is not otherwise so subject. In each jurisdiction in which the
Securities have been so qualified, the Company will file such statements and
reports as may be required by the laws of such jurisdiction to continue such
qualification in effect for a period of not less than one year from the
effective date of the Registration Statement and any Rule 462(b) Registration
Statement.

        (g) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

        (h) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Securities in the manner specified in the Prospectus
under "Use of Proceeds".

        (i) Listing. The Company will use its best efforts to effect and
maintain the quotation of the Securities on the Nasdaq National Market and will
file with the Nasdaq National Market all documents and notices required by the
Nasdaq National Market of companies that have securities that are traded in the
over-the-counter market and quotations for which are reported by the Nasdaq
National Market.

        (j) Reporting Requirements. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

        (k) Transfer Agent. The Company shall engage and maintain, at its
expense, a registrar and transfer agent for the Common Stock.

SECTION 4. Payment of Expenses.

        (a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing, filing and delivery to the Underwriters
of this Agreement and such other documents as may be required in connection with
the offering, purchase, sale, issuance or delivery of the Securities, (iii) the
preparation, issuance and delivery of the certificates for the Securities to the
Underwriters, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the
Underwriters, (iv) the fees and disbursements of the Company's counsel,
accountants and

                                       13
<PAGE>
other advisors, (v) the qualification of the Securities under securities laws in
accordance with the provisions of Section 3(f) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of the Blue Sky
Survey and any supplement thereto, (vi) the printing and delivery to the
Underwriters of copies of each preliminary prospectus and of the Prospectus and
any amendments or supplements thereto, (vii) the preparation, printing and
delivery to the Underwriters of copies of the Blue Sky Survey and any supplement
thereto and (viii) the fees and expenses of any transfer agent or registrar for
the Securities.

        (b) Termination of Agreement. If this Agreement is terminated by the
Representative in accordance with the provisions of Section 5 or Section 9(a)(i)
hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any subsidiary of the Company
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and other obligations hereunder, and to the following further
conditions:

        (a) Effectiveness of Registration Statement. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective and at
Closing Time no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the
reasonable satisfaction of counsel to the Underwriters. A prospectus containing
the Rule 430A Information shall have been filed with the Commission in
accordance with Rule 424(b) (or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with the
requirements of Rule 430A).

        (b) Opinion of Counsel for Company. At Closing Time, the Representative
shall have received the favorable opinion, dated as of Closing Time, of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, in
the form set forth in Exhibit A hereto in form and substance satisfactory to
counsel for the Underwriters, together with signed or reproduced copies of such
letter for each of the other Underwriters to the effect set forth in Exhibit A
hereto and to such further effect as counsel to the Underwriters may reasonably
request.

        (c) Opinion of Counsel for Underwriters. At Closing Time, the
Representative shall have received the favorable opinion, dated as of Closing
Time, of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, together
with signed or reproduced copies of such letters for each of the other
Underwriters in form and substance satisfactory to the Underwriters. In giving
such opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York, the federal law of
the United States and the General Corporation Law of the State of Delaware, upon
the opinions of counsel satisfactory to the Representative. Such counsel may
also state that, insofar as such opinion involves factual

                                       14
<PAGE>
matters, they have relied, to the extent they deem proper, upon certificates of
officers of the Company and its subsidiaries and certificates of public
officials.

        (d) Officers' Certificate. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change in the condition, financial
or otherwise, or in the results of operations, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and the
Representative shall have received a certificate of the President or a Vice
President of the Company and of the chief financial or chief accounting officer
of the Company, dated as of Closing Time, to the effect that (i) there has been
no such material adverse change, (ii) the representations and warranties in
Section 1(a) hereof are true and correct with the same force and effect as
though expressly made at and as of Closing Time, (iii) the Company has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are threatened by the Commission.

        (e) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the Representative shall have received from PricewaterhouseCoopers
LLP a letter dated such date, in form and substance satisfactory to the
Representative, together with signed or reproduced copies of such letter for
each of the other Underwriters containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

        (f) Bring-down Comfort Letter. At Closing Time, the Representative shall
have received from PricewaterhouseCoopers LLP a letter, dated as of Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (e) of this Section, except that the specified
date referred to shall be a date not more than three business days prior to
Closing Time.

        (g) Approval of Listing. At Closing Time, the Securities shall have been
approved for inclusion in the Nasdaq National Market, subject only to official
notice of issuance.

        (h) Lock-up Agreements. At the date of this Agreement, the
Representative shall have received an agreement substantially in the form of
Exhibit B hereto signed by the persons listed on Schedule D hereto.

        (i) Conditions to Purchase of Option Securities. In the event that the
Underwriters exercise their option provided in Section 2(b) hereof to purchase
all or any portion of the Option Securities, the representations and warranties
of the Company contained herein and the statements in any certificates furnished
by the Company or any subsidiary of the Company hereunder shall be true and
correct as of each Date of Delivery and, at the relevant Date of Delivery, the
Representative shall have received:

                (i) Officers' Certificate. A certificate, dated such Date of
        Delivery, of the President or a Vice President of the Company and of the
        chief financial or chief

                                       15
<PAGE>
        accounting officer of the Company confirming that the certificate
        delivered at the Closing Time pursuant to Section 5(d) hereof remains
        true and correct as of such Date of Delivery.

                (ii) Opinion of Counsel for Company. The favorable opinion of
        Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for
        the Company, in form and substance satisfactory to counsel for the
        Underwriters, dated such Date of Delivery, relating to the Option
        Securities to be purchased on such Date of Delivery and otherwise to the
        same effect as the opinion required by Section 5(b) hereof.

                (iii) Opinion of Counsel for Underwriters. The favorable opinion
        of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated
        such Date of Delivery, relating to the Option Securities to be purchased
        on such Date of Delivery and otherwise to the same effect as the opinion
        required by Section 5(c) hereof.

                (iv) Bring-down Comfort Letter. A letter from
        PricewaterhouseCoopers LLP, in form and substance satisfactory to the
        Representative and dated such Date of Delivery, substantially in the
        same form and substance as the letter furnished to the Representative
        pursuant to Section 5(f) hereof, except that the "specified date" in the
        letter furnished pursuant to this paragraph shall be a date not more
        than five days prior to such Date of Delivery.

        (j) Additional Documents. At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated and related
proceedings, or in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of the Securities as herein contemplated shall be
satisfactory in form and substance to the Representative and counsel for the
Underwriters.

        (k) Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option
Securities, on a Date of Delivery which is after the Closing Time, the
obligations of the several Underwriters to purchase the relevant Option
Securities, may be terminated by the Representative by notice to the Company at
any time at or prior to Closing Time or such Date of Delivery, as the case may
be, and such termination shall be without liability of any party to any other
party except as provided in Section 4 and except that Sections 1, 6, 7 and 8
shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

        (a) Indemnification of Underwriters. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                                       16
<PAGE>
                (i) against any and all loss, liability, claim, damage and
        expense whatsoever, as incurred, arising out of any untrue statement or
        alleged untrue statement of a material fact contained in the
        Registration Statement (or any amendment thereto), including the Rule
        430A Information, if applicable, or the omission or alleged omission
        therefrom of a material fact required to be stated therein or necessary
        to make the statements therein not misleading or arising out of any
        untrue statement or alleged untrue statement of a material fact included
        in any preliminary prospectus or the Prospectus (or any amendment or
        supplement thereto), or the omission or alleged omission therefrom of a
        material fact necessary in order to make the statements therein, in the
        light of the circumstances under which they were made, not misleading;

                (ii) against any and all loss, liability, claim, damage and
        expense whatsoever, as incurred, to the extent of the aggregate amount
        paid in settlement of any litigation, or any investigation or proceeding
        by any governmental agency or body, commenced or threatened, or of any
        claim whatsoever based upon any such untrue statement or omission, or
        any such alleged untrue statement or omission; provided that (subject to
        Section 6(d) below) any such settlement is effected with the written
        consent of the Company; and

                (iii) against any and all expense whatsoever, as incurred
        (including the fees and disbursements of counsel chosen by Merrill
        Lynch), reasonably incurred in investigating, preparing or defending
        against any litigation, or any investigation or proceeding by any
        governmental agency or body, commenced or threatened, or any claim
        whatsoever based upon any such untrue statement or omission, or any such
        alleged untrue statement or omission, to the extent that any such
        expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Merrill Lynch expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information, if
applicable, or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) and provided, further, that this indemnity agreement with
respect to any preliminary prospectus shall not inure to the benefit of the
Underwriters or each person, if any, controlling any Underwriter, if a copy of
the Prospectus (as then amended or supplemented if the Company shall have
furnished any such amendments or supplements thereto, but excluding documents
incorporated or deemed to be incorporated by reference therein) was not sent or
given by or on behalf of the Underwriters to such person at or prior to the
written confirmation of the sale of such Securities to such person and if the
Prospectus (as so amended or supplemented, if applicable) would have corrected
the defect giving rise to such loss, liability, claim, damage or expenses,
except that this proviso shall not be applicable if such defect shall have been
corrected in a document which is incorporated or deemed to be incorporated by
reference after the Prospectus has been sent or given.

        (b) Indemnification of Company, Directors and Officers. Each Underwriter
severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who

                                       17
<PAGE>
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), including the Rule 430A Information, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through Merrill Lynch expressly for use in
the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

        (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

        (d) Settlement without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for the fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party as required hereunder in accordance with such request prior to
the date of such settlement.

                                       18
<PAGE>
SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

        The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus, bear to the aggregate initial
public offering price of the Securities as set forth on such cover.

        The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

        The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

        Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

                                       19
<PAGE>
      No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

      For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Initial Securities set forth opposite their
respective names in Schedule A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto or thereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive
delivery of and payment for the Securities.

SECTION 9. Termination of Agreement.

(a) Termination; General. The Representative may terminate this Agreement,
immediately upon notice to the Company, at any time at or prior to the Closing
Time (i) if there has been, since the time of execution of this Agreement or
since the respective dates as of which information is given in the Prospectus,
any material adverse change in the condition, financial or otherwise, or in the
results of operations, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) there shall have occurred any material
adverse change in the financial markets in the United States, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representative, impracticable to
market the Securities or to enforce contracts for the sale of the Securities, or
(iii) if trading in any securities of the Company has been suspended or
materially limited by the Commission or the Nasdaq National Market, or if
trading generally on the American Stock Exchange or the New York Stock Exchange
or in the Nasdaq National Market has been suspended or materially limited, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by any of said exchanges or by such system or by
order of the Commission or any other governmental authority, or (iv) if a
banking moratorium shall have been declared by either Federal, New York or
California authorities or (v) there shall have come to the attention of the
Underwriters any facts that would cause them to reasonably believe that the
Prospectus, at the time it was required to be delivered to a purchaser of the
Securities, included an untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in light of
the circumstances existing at the time of such delivery, not misleading.


                                       20
<PAGE>
         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except to the extent provided in Section 4 hereof, and provided further
that Sections 1, 6, 7 and 8 shall survive such termination and remain in full
force and effect.

SECTION 10. Default by One or More of the Underwriters. If one or more of the
Underwriters shall fail at Closing Time or a Date of Delivery to purchase the
Securities which it or they are obligated to purchase under this Agreement (the
"Defaulted Securities"), the Representative shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such arrangements within such 24-hour period, then:

                  (a) if the number of Defaulted Securities does not exceed 10%
         of the number of Securities to be purchased on such date, each of the
         non-defaulting Underwriters shall be obligated, severally and not
         jointly, to purchase the full amount thereof in the proportions that
         their respective underwriting obligations hereunder bear to the
         underwriting obligations of all non-defaulting Underwriters, or

                  (b) if the number of Defaulted Securities exceeds 10% of the
         number of Securities to be purchased on such date, this Agreement or,
         with respect to any Date of Delivery which occurs after the Closing
         Time, the obligation of the Underwriters to purchase and of the Company
         to sell the Option Securities to be purchased and sold on such Date of
         Delivery shall terminate without liability on the part of any
         non-defaulting Underwriter.

      No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

      In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the Representative or the Company shall have the
right to postpone Closing Time or the relevant Date of Delivery, as the case may
be, for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements. As used herein, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 10.


                                       21
<PAGE>
SECTION 11. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Underwriters shall be
directed to the Representative at 3075B Hansen Way, Palo Alto, California
94304-1025, attention of Matt Young; and notices to the Company shall be
directed to it at 4100 E. Third Avenue, Foster City, California 94404, attention
of Timothy Stevens.

SECTION 12. Parties. This Agreement shall each inure to the benefit of and be
binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters
and the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Securities from any Underwriter shall be deemed to
be a successor by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT AND ALL RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER
TO NEW YORK CITY TIME.

SECTION 14. Effect of Headings. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction
hereof.


                                       22
<PAGE>
      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.

                                          Very truly yours,

                                          INKTOMI CORPORATION


                                          By     /s/ David C. Peterschmidt
                                            ----------------------------------
                                          Title: President and Chief
                                          Executive Officer

CONFIRMED AND ACCEPTED,
  as of the date first above
written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
               INCORPORATED


By:     /s/ Matt Young
    --------------------------------------
                 Authorized Signatory


For itself and as Representative of the other Underwriters named in Schedule A
hereto.


                                       23
<PAGE>
                                   SCHEDULE A


<TABLE>
<CAPTION>
      Name of Underwriter                                       Number of
                                                                  Initial
                                                                Securities
<S>                                                             <C>
Merrill Lynch, Pierce, Fenner & Smith
           Incorporated                                          8,125,000
Thomas Weisel Partners LLC                                       4,375,000


Total                                                           12,500,000
                                                                ==========
</TABLE>


                                     Sch A-1
<PAGE>
                                   SCHEDULE B

                               INKTOMI CORPORATION

                        12,500,000 Shares of Common Stock
                          (Par Value $0.001 Per Share)


            1. The initial public offering price per share for the Securities,
      determined as provided in said Section 2, shall be $4.25.

            2. The purchase price per share for the Securities to be paid by the
      several Underwriters shall be $4.037, being an amount equal to the initial
      public offering price set forth above less $.213 per share; provided that
      the purchase price per share for any Option Securities purchased upon the
      exercise of the over-allotment option described in Section 2(b) shall be
      reduced by an amount per share equal to any dividends or distributions
      declared by the Company and payable on the Initial Securities but not
      payable on the Option Securities.


                                     Sch B-1
<PAGE>
                                   SCHEDULE C

                              List of Subsidiaries

C2B Technologies, Inc., a Delaware corporation, doing business under the name
      "Inktomi Corporation."

Fast Forward Networks, Inc., a Delaware corporation, doing business under the
      name "Inktomi Corporation."

Impulse! Buy Network, Inc., a California corporation, doing business under
      the name "Inktomi Corporation."

Inktomi Australia Pty Limited, a corporation organized under the laws of
      Australia, doing business as "Inktomi Australia Pty Limited."

Inktomi Canada Corporation, a corporation organized under the laws of New
      Brunswick, Canada, doing business as "Inktomi Canada Corporation."

Inktomi Japan KK, a corporation organized under the laws of Japan, doing
      business as "Inktomi Japan KK."

Inktomi Korea Inc., a corporation organized under the laws of Korea, doing
      business as "Inktomi Korea Inc."

Inktomi Limited, a corporation organized under the laws of the United Kingdom,
      doing business as "Inktomi Limited."

Ultraseek, Inc., a California corporation, doing business under the name
      "Inktomi Corporation."

WebSpective Software, Inc., a Delaware corporation, doing business under the
      name "Inktomi Corporation."


                                     Sch C-1
<PAGE>
                                   SCHEDULE D

                          List of Persons and Entities
                               Subject to Lock-Up


      Frank Gill

      Fredric Harman

      Alan Shugart

      Eric Brewer

      David Peterschmidt

      Timothy Burch

      Ted Hally

      Jerry Kennelly

      Rogaert Allen Shipp

      Tim Stevens


                                     Sch D-1
<PAGE>
                                                                       Exhibit A


                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)


                               November ____, 2001

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated
THOMAS WEISEL PARTNERS
c/o Merrill Lynch & Co.
4 World Financial Center
New York, New York  10080

                        RE:         INKTOMI CORPORATION

Ladies and Gentlemen:

            This opinion is furnished to you pursuant to Section 5(b) of that
certain Underwriting Agreement dated October 30, 2001 (the "Underwriting
Agreement") between Inktomi Corporation, a Delaware corporation (the "Company"),
and you as representative of the several underwriters (the "Underwriters"). We
have acted as counsel for the Company and are providing this opinion in
connection with the Underwriting Agreement and the sale to you as the
Underwriters of an aggregate of 12,500,000 shares of the Company's Common Stock
(the "Shares"). Capitalized terms used herein shall have the same respective
meanings as those defined in the Underwriting Agreement, unless otherwise
defined herein.

            As counsel to the Company, we have examined executed originals or
copies of the following:

               (a) A copy of the Company's Certificate of Incorporation, as
amended and as in effect on the date hereof (the "Restated Certificate"),
certified by the Secretary of State of the State of Delaware on October __,
2001;

               (b) The Company's Bylaws, as amended and as in effect on the date
hereof and certified to us by the Secretary of the Company (the "Bylaws");

               (c) The minutes of the meetings of, and actions by written
consent of, the Company's Board of Directors, including the Pricing Committee
thereof, with respect to the transactions covered by this opinion, each
certified to us by the Secretary of the Company;

               (d) The Registration Statement on Form S-3 (No. 333-67706) filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the 1933 Act on August 16, 2001, together with the exhibits to the
Registration Statement (collectively, the "Registration Statement"), and the
related Prospectus dated August 16, 2001 (the "Basic

                                      A-1
<PAGE>
Merrill Lynch & Co.
Thomas Weisel Partners
November ___, 2001
Page 2

Prospectus"), and the related Prospectus Supplement dated October [31], 2001 in
the form in which it was filed pursuant to Rule 424(b) of the 1933 Act
Regulations (the "Prospectus Supplement" and the Basic Prospectus are sometimes
referred to collectively herein as the "Prospectus");

               (e) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000, in the form filed with the Commission on December 28,
2000 (the "Form 10-K");

               (f) The Company's amendment to the Form 10-K, in the form filed
with the Commission on January 2, 2001 as an Annual Report on Form 10-K/A;

               (g) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000 in the form filed with the Commission on February 14,
2001;

               (h) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 in the form filed with the Commission on May 14, 2001;

               (i) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001 in the form filed with the Commission on August 13, 2001;

               (j) The Company's Current Reports on Form 8-K in the forms filed
with the Commission on November 8, 2000 (as amended by a Current Report on Form
8-K/A filed on January 9, 2001); January 12, 2001 (as amended by a Current
Report on Form 8-K/A filed March 13, 2001); April 12, 2001; August 16, 2001;
October 29, 2001; and October 31, 2001;

               (k) The Company's Registration Statement on Form 8-A in the form
filed with the Commission on May 22, 1998;

               (l) A specimen certificate for shares of the Company's Common
Stock in the form provided to us by the Company;

               (m) Executed counterparts of the Underwriting Agreement;

               (n) The letters of PricewaterhouseCoopers, LLP, independent
accountants, dated as of October 30, 2001 and as of the date hereof addressed
and delivered to you pursuant to Section 5(e) of the Underwriting Agreement;

               (o) The Officers' Certificate dated as of the date hereof
delivered to you pursuant to Section 5(d) of the Underwriting Agreement;
<PAGE>
Merrill Lynch & Co.
Thomas Weisel Partners
November ___, 2001
Page 3

               (p) The Certificate of the Transfer Agent and Registrar delivered
to you on the date hereof;

               (q) The cross-receipt, dated as of the date hereof, evidencing
receipt by you of the certificate(s) representing the Shares and receipt by the
Company of the purchase price therefor;

               (r) The contracts, agreements, and instruments listed on Annex A
attached hereto (the "Reviewed Agreements") and on Annex B attached hereto (the
"Prospectus Agreements");

               (s) Certificate dated as of November __, 2001 of the Secretary of
State of the States of Delaware as to the corporate good standing of the
Company;

               (t) Tax Status Certificate dated November __, 2001 from the
Franchise Tax Board of the State of California;

               (u) Certificates of the Secretaries of State of each of the
States of California, Colorado, Georgia, Illinois, Massachusetts, New Jersey,
New York, Oregon, Texas, Virginia and Washington, all as of a recent date, with
respect to the authority of the Company to transact business in such states; and

               (v) such other instruments, corporate records, certificates of
public officials, certificates of officers or other representatives of the
Company and others, and such other documents, as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

            The documents identified under subsections (e) through (l) above are
referred to collectively herein as the "Incorporated Documents."

            With your permission, we have assumed the following for purposes of
our opinions set forth herein: (a) the genuineness of all signatures; (b) the
authenticity of all documents submitted to us as originals; (c) the conformity
to authentic original documents of all documents submitted to us as copies; (d)
the truth, accuracy and completeness of the information, factual matters,
representations and warranties contained in the records, documents, instruments
and certificates we have reviewed as of their stated dates and as of the date
hereof; (e) the legal capacity of natural persons; and (f) the absence of any
evidence extrinsic to the provisions of the written agreements between the
parties that the parties intended a meaning contrary to that expressed by those
provisions. We have assumed that the representations and warranties made by the
Company in the Underwriting Agreement are true and correct. As to any facts
material to
<PAGE>
Merrill Lynch & Co.
Thomas Weisel Partners
November ___, 2001
Page 4


the opinions expressed herein that were not independently verified, we have
relied upon oral or written statements and representations of officers and other
representatives of the Company.

            Whenever a statement herein is qualified by "to our knowledge,"
"known to us," or a similar phrase, it is intended to indicate that those
attorneys in the firm who have rendered substantive legal services in connection
with the sale of the Shares and the other matters contemplated by the
Underwriting Agreement do not have actual knowledge of the inaccuracy of such
statement. Except as otherwise expressly indicated, we have not undertaken any
independent investigation to determine the accuracy of any such statement, and
no inference that we have any knowledge of any matters pertaining to such
statement should be drawn from our representation of the Company or the
rendering of the opinions set forth below.

            Members of our firm are admitted to the bar in the State of
California, and we do not express any opinion as to the laws of any jurisdiction
other than the federal laws of the United States of America, the internal laws
of the State of California, and the General Corporation Law of the State of
Delaware. We have made no inquiry into, and express no opinion with respect to,
any federal or state statute, rule, or regulation relating to franchises,
patents, copyrights, trademarks, or trade names, nor as to the statutes,
regulations, treaties, or common laws of any other nation, state, or
jurisdiction, or the effect on the transactions contemplated by the Underwriting
Agreement of non-compliance under any such statutes, regulations, treaties, or
common laws. We are not licensed to practice law in the State of Delaware, and
our opinions as to the General Corporation Law of the State of Delaware are
based solely on our review of standard compilations of such laws.

            We express no opinion regarding compliance or noncompliance (or the
effect thereof) with the securities laws of any state or other jurisdiction
other than the federal securities laws of the United States, and we express no
opinion as to compliance or non-compliance with respect to any anti-fraud or
similar laws of any jurisdiction.

            Our opinions set forth in paragraphs 1 and 3 below as to the good
standing of the Company and its qualification to do business in certain
jurisdictions are based solely upon a review of certificates of the Secretaries
of State of the States of California, Colorado, Delaware, Georgia, Illinois,
Massachusetts, New Jersey, New York, Oregon, Texas, Virginia and Washington.

            Our opinion in the second sentence of paragraph 4 below is based
solely on a certificate of an officer of the Company, and we have not made any
inquiry or investigation into the assertions or statements contained in such
certificate.
<PAGE>
Merrill Lynch & Co.
Thomas Weisel Partners
November ___, 2001
Page 5


            With respect to our opinion in paragraph 8 below, our opinion is
based solely on a certificate of an officer of the Company, and we have not made
any search or inquiry into the records or dockets of any court or governmental
agency.

            For purposes of our opinion in paragraph 12 below, we have relied as
to certain factual matters upon a certificate of an officer of the Company and
have assumed that the net proceeds of the offering made by the Prospectus will
be invested in "government securities" within the meaning of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), to the extent
necessary to ensure that the Company will not hold "investment securities"
(within the meaning of the Investment Company Act) having a value exceeding 40%
of the Company's total assets (exclusive of government assets and cash items) on
an unconsolidated basis. We have not considered the effect on such opinion of
the identity, business or control of any of the Company's stockholders and have
assumed that none of the Company's stockholders would be deemed an "investment
company" within the meaning of the Investment Company Act.

            Our opinion set forth in paragraph 13 below is based solely upon our
review of the Prospectus Agreements in the written form provided to us by the
Company.

            In rendering our opinions with respect to the Registration
Statement, the Prospectus and the Incorporated Documents in paragraph 14 below,
we have assumed that the statements made or included therein are complete, fair
and correct, and we take no responsibility therefor.

            Based upon and subject to the foregoing, we are of the opinion that:

               1. The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware.

               2. The Company has corporate power and authority to own, lease,
and operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Underwriting
Agreement.

               3. The Company is qualified to do business as a foreign
corporation and is in good standing under the laws of the States of California,
Colorado, Georgia, Illinois, Massachusetts, New Jersey, New York, Oregon, Texas,
Virginia and Washington.

               4. The Company has an authorized capitalization as set forth in
the Prospectus, and the Shares will upon issuance as contemplated by the
Underwriting Agreement and the Registration Statement conform in all material
respects to the description of the Company's authorized Common Stock contained
in the Prospectus. The shares of the issued and
<PAGE>
Merrill Lynch & Co.
Thomas Weisel Partners
November ___, 2001
Page 6


outstanding capital stock of the Company have been duly authorized and validly
issued and are fully paid and non-assessable.

               5. The Underwriting Agreement has been duly authorized, executed,
and delivered by the Company.

               6. The Shares have been duly authorized by the Company for
issuance and sale pursuant to the Underwriting Agreement. Such Shares, when
issued and delivered by the Company against payment therefor in accordance with
the Underwriting Agreement, will be validly issued, fully paid, and
non-assessable and will not be subject to preemptive or other similar rights of
any stockholder of the Company arising out of the Restated Certificate, the
Bylaws or, to our knowledge, any written contract or agreement to which the
Company is a party. The form of certificate used to evidence the Shares is in
due and proper form and complies with the requirements of the General
Corporation Law of the State of Delaware and of the Nasdaq National Market.

               7. The Registration Statement has been declared effective under
the 1933 Act; the required filing of the Prospectus Supplement pursuant to Rule
424(b) has been made in the manner and within the time period required by Rule
424(b); and, to our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose have been instituted or are pending or threatened by the
Commission.

               8. To our knowledge, except as disclosed in the Prospectus, there
are no actions, suits, proceedings, or investigations pending or threatened
against the Company of a character either required to be disclosed, pursuant to
the 1933 Act or the 1933 Regulations, in the Registration Statement or the
Prospectus, or which would reasonably be expected to materially and adversely
affect the consummation by the Company of the transactions contemplated in the
Underwriting Agreement.

               9. The information in, or incorporated by reference into, the
Prospectus under the caption entitled "Properties" and in the Registration
Statement under Item 15, to the extent that it constitutes matters of law,
summaries of legal matters, or legal conclusions, is correct in all material
respects.

               10. To our knowledge, no filing with, or authorization, approval,
consent, license, order, registration, qualification or decree of, any court, or
governmental authority or agency is necessary in connection with the
authorization, execution and delivery of the Underwriting Agreement by the
Company and the consummation by the Company of the transactions therein
contemplated, except such as have been obtained under the 1933 Act and the
<PAGE>
Merrill Lynch & Co.
Thomas Weisel Partners
November ___, 2001
Page 7


1933 Act Regulations or as may be required under the requirements of the
National Association of Securities Dealers, Inc. and under the securities or
blue sky laws of the various states, as to which we express no opinion.

               11. The execution, delivery and performance of the Underwriting
Agreement, the consummation by the Company of the transactions contemplated
therein and in the Prospectus, and compliance by the Company with its
obligations under the Underwriting Agreement do not and will not, whether with
or without the giving of notice of lapse of time or both, constitute a breach
of, or default under, or give rise to a Repayment Event under or result in the
creation of imposition of any lien, charge or encumbrance upon any property or
assets of the Company pursuant to any Prospectus Agreement or Reviewed Agreement
where any such breach, default, or Repayment Event would reasonably be expected
to have a Material Adverse Effect; nor will such action result in any violation
of the provisions of the Restated Certificate or the Bylaws or, to our
knowledge, any law, statute, rule, regulation or rule or judgment, order, writ
or decree of any governmental body, agency or court having jurisdiction over the
Company or its properties, assets or operations.

               12. The Company is not, and upon the issuance and sale of the
Shares as contemplated in the Underwriting Agreement and the application of the
net proceeds therefrom as described in the Prospectus, will not be, an
"investment company" as such term is defined in the Investment Company Act.

               13. The descriptions in the Prospectus of the Prospectus
Agreements are accurate in all material respects.

               14. The Registration Statement and the Prospectus (other than the
financial statements, supporting financial schedules, and other financial data,
as to which we express no comment or opinion), excluding the Incorporated
Documents, as of the date of the Prospectus Supplement and as of the date
hereof, comply as to form in all material respects with the requirements of the
1933 Act and the 1933 Act Regulations. In addition, the Incorporated Documents
(as such may be amended pursuant to another Incorporated Document or the
Registration Statement, and other than the financial statements, supporting
financial schedules, and other financial data contained therein or omitted
therefrom, as to which we express no comment or opinion), as of the date of the
Prospectus Supplement and as of the date hereof, comply as to form in all
material respects with the requirements of the 1934 Act and the 1934 Act
Regulations. We advise you for purposes of the foregoing that we were not
involved in the preparation of, and did not review prior to its filing, any
Incorporated Document filed before August 16, 2001.
<PAGE>
Merrill Lynch & Co.
Thomas Weisel Partners
November ___, 2001
Page 8


            We have participated in conferences with certain officers and other
representatives of the Company, the Underwriters, counsel for the Underwriters,
and the independent public accountants of the Company, at which the contents of
the Registration Statement and Prospectus and related matters were discussed.
Although we are not opining upon and do not assume any responsibility for the
accuracy, completeness, or fairness of the statements contained in the
Registration Statement or Prospectus (except to the extent addressed in our
opinion under paragraph 9 above) and have not made any independent verification
thereof, no facts have come to our attention that caused us to believe that (i)
as of its effective date, the Registration Statement contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein; and (ii) as of the
date of the Prospectus Supplement date and as of the date hereof, the prospectus
(as amended and supplemented) contained an untrue statement of a material fact
or omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
Notwithstanding the foregoing statements (i) and (ii) as to the Registration
Statement and prospectus (as amended and supplemented), we express no comment or
opinion, as of any date or time, as to the financial statements, supporting
financial schedules, or any other financial data contained therein or omitted
therefrom.

            The opinions set forth herein and the statements set forth in the
section immediately following such opinions are intended solely for your use in
connection with the sale by the Company and the purchase by you of the Shares
pursuant to the Underwriting Agreement, may not be relied upon by you for any
other purpose, and are not to be made available to or relied upon by other
persons or entities without our prior written consent. This letter is delivered
to you as of the date hereof, and we do not undertake to, and will not, advise
you of any changes to the matters addressed herein that arise or come to our
attention after the delivery hereof.

                                               Very truly yours,

                                               WILSON SONSINI GOODRICH & ROSATI
                                               Professional Corporation
<PAGE>
                                                                       Exhibit B

                                October 30, 2001

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated,
      as Representative of the several
      Underwriters to be named in the
      within-mentioned Purchase Agreement
4 World Financial Center
New York, New York 10080

            Re:         Proposed Public Offering by Inktomi Corporation

Dear Sirs:

            The undersigned, a stockholder and an officer and/or director of
Inktomi Corporation, a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Thomas Weisel Partners, LLC propose to enter into a
Purchase Agreement (the "Purchase Agreement") with the Company providing for the
public offering of shares (the "Securities") of the Company's common stock, par
value $0.001 per share (the "Common Stock"). In recognition of the benefit that
such an offering will confer upon the undersigned as a stockholder and an
officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the Purchase Agreement
that, during a period of 90 days from the date of the Purchase Agreement, the
undersigned will not, without the prior written consent of Merrill Lynch,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or
transfer any shares of the Company's Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock, whether now owned or
hereafter acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition, or file any registration
statement under the Securities Act of 1933, as amended, with respect to any of
the foregoing or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise.

            Notwithstanding the foregoing, the undersigned may transfer shares
of Common Stock (i) as a bona fide gift or gifts, provided that the donee or
donees thereof agree to be bound by the restrictions set forth herein or (ii) to
any trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that the trustee of the trust agrees to be
bound by the restrictions set forth herein, and provided further, that any such
transfer shall not involve a disposition for value. For purposes of this
agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin. In addition, notwithstanding the
foregoing, if the undersigned is a corporation, the corporation may transfer

                                      B-1
<PAGE>
the capital stock of the Company to any wholly-owned subsidiary of such
corporation; provided, however, that in any such case, it shall be a condition
to the transfer that the transferee execute an agreement stating that the
transferee is receiving and holding such capital stock subject to the provisions
of this Agreement, and provided further that any such transfer shall not involve
a disposition for value.

                                         Very truly yours,

                                         Signature:
                                                      -------------------------

                                         Print Name:
                                                      -------------------------

                                      B-2


</TEXT>
</DOCUMENT>