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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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ITEM

7.—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS

OF OPERATIONS

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•

Revenue recognition

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Accounting for impairment of long-lived assets

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Restructuring expenses

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Accounting for the allowance for doubtful accounts and sales returns

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Loss Contingencies

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Excess and obsolete inventory

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•

difficulty integrating acquired technologies, operations and personnel with the existing businesses;

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diversion of management attention in connection with both negotiating the acquisitions and integrating the assets;

•

strain on managerial and operational resources as management tries to oversee larger operations;

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the funding requirements for acquired companies may be significant;

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exposure to unforeseen liabilities of acquired companies;

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increased risk of costly and time-consuming litigation, including stockholder lawsuits;

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potential issuance of securities in connection with an acquisition with rights that are superior to the rights of holders of CMGI’s common stock, or which may have a dilutive effect on the common stockholders;

•

the need to incur additional debt or use cash; and

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the requirement to record potentially significant additional future operating costs for the amortization of intangible assets.

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demand for its products and services;

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payment of costs associated with its acquisitions, sales of assets and investments;

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timing of sales of assets and marketable securities;

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market acceptance of new products and services;

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seasonality, especially in the eBusiness and Fulfillment segment;

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charges for impairment of long-lived assets in future periods;

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potential restructuring charges in connection with CMGI’s continuing restructuring efforts;

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specific economic conditions in the industries in which CMGI competes; and

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general economic conditions.

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rapidly changing technology;

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evolving industry standards;

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frequent new product and service introductions;

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shifting distribution channels; and

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changing customer demands.

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•

subjecting them to significant liability for damages;

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resulting in invalidation of their proprietary rights;

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resulting in costly license fees in order to settle such claims;

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being time-consuming and expensive to defend even if such claims are not meritorious; and

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resulting in the diversion of management time and attention.

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(18)

Stock Option Plans

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FINANCIAL

DISCLOSURE

AND

RELATED STOCKHOLDER MATTERS

(1)

Includes 1,822,813 shares available for issuance under the Company’s Amended and Restated 1995 Employee Stock Purchase Plan, as amended.

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1.

Financial Statements.

2.

Financial Statement Schedule.

3.

Exhibits.

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1.

I have reviewed this annual report on Form 10-K of CMGI, Inc.;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

1.

I have reviewed this annual report on Form 10-K of CMGI, Inc.;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

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*

Management contract or compensatory plan or arrangement filed in response to Item 15(a)(3) of the instructions to Form 10-K.

†

Confidential treatment requested with respect to certain portions.

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(a)

Amount of $463,000 in fiscal 2001 relates to the effect of the deconsolidation of Signatures SNI, Inc. in February 2001. Amount of $165,000 in fiscal 2000 relates to the effect of the deconsolidation of Blaxxun, Inc. on March 31, 2000.

                                                                   EXHIBIT 10.20

                         FIRST AMENDMENT TO OFFER LETTER

     THIS FIRST AMENDMENT ("First Amendment") to the Offer Letter dated November
15, 2001 by and between AltaVista Company, a Delaware corporation (the
"Company"), and James Barnett is entered into as of this 24th day of June, 2002
(the "Original Offer Letter").

     WHEREAS, the parties hereto wish to amend the Original Offer Letter to
provide Mr. Barnett with a special incentive to maximize the value of the
Company;

     NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and agreed, the parties hereto agree as follows:

     1.  The Original Offer Letter is hereby amended by adding the following new
provisions.

     "In the event the Company experiences a Change of Control, you will have
the right (subject to the conditions set forth below) to receive a cash payment
equal to 2% of the total proceeds (subject to the terms and conditions set forth
below) received by the Company or its stockholders. Proceeds placed in escrow
for indemnification or other such purposes will be valued when released from
escrow and you will be entitled to receive a cash payment equal to 2% of the
amount released from escrow, subject to the vesting and other terms and
conditions described below) (the "Barnett Special Bonus"). The value of any
securities traded on a nationally recognized stock exchange which are received
by the Company or its stockholders as part of a Change of Control transaction
will be determined at the time the securities are received by the Company or its
stockholders. The Barnett Special Bonus shall be due and payable at the closing
of the transaction giving rise to the Change of Control, except for any portion
of the Barnett Special Bonus from proceeds placed in escrow, which shall be due
and payable concurrently with the release of such proceeds. Contingent proceeds,
commonly referred to as an "earn out", will not be deemed to be part of the
Barnett Special Bonus and you will not be entitled to receive a percentage of
any such amounts, unless you are employed by the Company or its successor at the
time such contingent proceeds are earned (the "Earn Out Date"). This right to
receive the Barnett Special Bonus shall vest as follows: beginning on your
original hire date of September 1, 2001, 1/36 of the Barnett Special Bonus shall
vest for each month of service until fully vested on September 1, 2004.
Notwithstanding the immediately prior sentence, the vesting of this right shall
automatically accelerate in full if you are employed by the Company at the time
of any Change of Control or if, during the 180 days preceding any Change of
Control, your employment should be terminated for any reason other than for
Cause, or if you should terminate your employment for Good Reason. This right to
receive the Barnett Special Bonus shall terminate on the fifth anniversary of
the date you were originally hired as an employee by the Company (the "Special
Bonus Expiration Date"). Your vested portion, if any, of the Barnett Special
Bonus shall continue to be outstanding


until the Special Bonus Expiration Date if, prior to a Change of Control (x)
your employment is terminated for any reason other than for Cause or (y) you
should terminate your employment for any reason including Good Reason. The
Barnett Special Bonus shall be based on the gross amount of proceeds received by
the Company or its stockholders, net of amounts owed to investment bankers and
attorneys in connection with the Change of Control transaction. You shall not be
permitted to assign the Barnett Special Bonus, except that you may assign the
Barnett Special Bonus to a revocable trust of which you are the grantor, and you
may make a testamentary disposition of the Barnett Special Bonus to your spouse.
Notwithstanding any of the foregoing, the Barnett Special Bonus shall
automatically terminate if you are terminated for Cause."

     2. The Company agrees to use its best efforts to ensure that the rights
granted under the Original Offer Letter and this First Amendment to Offer Letter
are effective and that you enjoy the benefits thereof and hereof to the extent
that you are entitled to them. The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms
required to be performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all of the provisions of the Original Offer
Letter and this First Amendment to Offer Letter and in the taking of all such
actions as may be necessary, appropriate or reasonably requested in order to
protect your rights thereunder and hereunder against impairment.

     3. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Original Offer Letter.

     4. Except as expressly modified by this First Amendment, the Original Offer
Letter shall remain in full force and effect. This First Amendment and the
Original Offer Letter (and those documents and agreements referenced herein and
therein) constitute the entire agreement relating to the subject matter hereof.

     IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first written above.

ALTAVISTA COMPANY

/s/ David S. Wetherell
- ----------------------
Name:  David S. Wetherell
Title:  Chairman of the Board



/s/ James  Barnett
- ------------------
James Barnett

                                                                   EXHIBIT 10.27

                          EXECUTIVE RETENTION AGREEMENT

THIS EXECUTIVE RETENTION AGREEMENT ("Agreement") by and between CMGI, Inc., a
Delaware corporation (the "Company") headquartered 100 Brickstone Square,
Andover, Massachusetts and Peter L. Gray (the "Executive"), is made as of August
28, 2002.

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that Executive plays a critical role in the operations of the Company; and

     WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued employment and dedication of the
Executive.

     NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance benefits set forth in this Agreement in the event the Executive's
employment with the Company is terminated under the circumstances described
below.

1. Not an Employment Contract. The Executive acknowledges that this Agreement
does not constitute a contract of employment or impose on the Company any
obligation to retain the Executive as an employee and that this Agreement does
not prevent the Executive from terminating his employment. Executive understands
and acknowledges that he is an employee at will and that either he or the
Company may terminate the employment relationship between them at any time and
for any reason.

2. Severance Pay.

(a) Severance Pay Following a Change in Control. In the event a Change in
Control (as defined below) occurs and, within one (1) year thereafter, the
employment of the Executive is terminated by the Company for a reason other than
for Cause (as defined below) or by the Executive for Good Reason (as defined
below), then the Company shall pay to the Executive (as severance pay) a lump
sum payment equal to his then current base salary multiplied by two (2), within
30 days after the Termination Date (as defined below). The Company shall also
pay to the Executive as severance pay (as soon as practicable after
determination of the level of payouts under the Company's bonus plan for the
fiscal year in which the Termination Date occurs) an amount equal to the Bonus
(as defined below) multiplied by a fraction, the numerator of which shall be the
number of complete months that the Executive was employed by the Company during
the fiscal year in which the Termination Date occurs and the denominator of
which shall be twelve (12). Additionally, on the Executive's last day of
employment, the vesting of each of the stock options to purchase shares of
common stock of the Company set forth on Exhibit A hereto shall be accelerated
in full, such that the Executive shall be entitled to exercise such stock
options (in accordance with the exercise terms and conditions set forth in the
option agreement and/or plan pursuant to which such stock options were granted)
to the same extent as he would have been entitled had he been continuously
employed by the Company until the end of the vesting period related to each such
stock option. The Executive agrees that after the Termination Date, but prior to
payment of the severance pay, bonus and acceleration of stock options called for
by this paragraph, he shall execute a release, based on the Company's standard
form severance agreement, of any and all claims he may have against the Company
and its officers, employees, directors, parents and affiliates.


Executive understands and agrees that the payment of the severance pay, bonus
and the acceleration of options called for by this paragraph are contingent on
his execution of the previously described release of claims. In the event of any
termination of employment giving rise to a severance payment pursuant to this
Section 2(a), with respect to the options set forth on Exhibit A, the Executive
shall have the right to exercise any vested options within a 12-month time
period following such termination of employment, unless the options terminate
sooner by the terms of the underlying option agreement.

(b) Severance Pay Absent a Change in Control. In the event the employment of the
Executive is terminated by the Company for a reason other than for Cause (as
defined below), then the Company shall continue to pay to the Executive (as
severance pay), his regular bi-weekly base salary as in effect on the
Executive's last day of employment (exclusive of bonus or any other
compensation), for one (1) year following the Termination Date (as defined
below). If in connection with such termination, the Executive receives WARN
notice which entitles him to 60 days of salary continuance and benefits ("WARN
Benefits") and the Company does not require the Executive to work during such 60
day time period, in addition to the WARN Benefits the Executive will be entitled
to ten (10 months) of severance pay at his then-current base salary (which shall
be a total of 1 year of base salary in total). The Company shall also pay to the
Executive as severance pay (as soon as practicable after determination of the
level of payouts under the Company's bonus plan for the fiscal year in which the
Termination Date occurs) an amount equal to the Bonus (as defined below)
multiplied by a fraction, the numerator of which shall be the number of complete
months that the Executive was employed by the Company during the fiscal year in
which the Termination Date occurs and the denominator of which shall be twelve
(12). Unless the parties agree otherwise, the severance pay provided for in the
first sentence of this Section 2(b) shall be paid in installments, in accordance
with the Company's regular payroll practices. The Executive agrees that after
the Termination Date, but prior to payment of the severance pay and bonus called
for by this paragraph, he shall execute a release, based on the Company's
standard form severance agreement, of any and all claims he may have against the
Company and its officers, employees, directors, parents and affiliates.
Executive understands and agrees that the payment of the severance pay and bonus
called for by this paragraph are contingent on his execution of the previously
described release of claims. In the event of any termination of employment
giving rise to a severance payment pursuant to this Section 2(b), with respect
to the options set forth on Exhibit A, the Executive shall have the right to
exercise any vested options within a 12-month time period following such
termination of employment, unless the options terminate sooner by the terms of
the underlying option agreement.

(c) Sole Remedy. The payment to the Executive of the amounts payable under this
Section 2 (and applicable acceleration of options) shall constitute the sole
remedy of the Executive in the event of a termination of the Executive's
employment by the Company or a resignation by the Executive that results in
payment of benefits under this Section 2.

3. Definitions. For purposes of this Agreement, the following terms shall have
the following meanings:

(a) "Bonus" shall mean the amount that the Executive would have been entitled to
receive under the Company's bonus plan in effect for the fiscal year in which
the Termination Date occurred, if the Termination Date had not occurred and the
Executive had been employed for the entire fiscal year, determined in accordance
with the terms of such bonus plan.

(b) "Cause" shall mean a good faith finding by the Board of Directors of the
Company after giving the Executive an opportunity to be heard, of: (i) gross
negligence or willful misconduct by

                                     - 2 -


Executive in connection with his employment duties, (ii) failure by Executive to
perform his duties or responsibilities required pursuant to his employment,
after written notice and an opportunity to cure, (iii) mis-appropriation by
Executive for his personal use of the assets or business opportunities of the
Company, or its affiliates, (iv) embezzlement or other financial fraud committed
by Executive, (v) the Executive knowingly allowing any third party to commit any
of the acts described in any of the preceding clauses (iii) or (iv), or (vi) the
Executive's indictment for, conviction of, or entry of a plea of no contest with
respect to, any felony.

(c) "Good Reason" shall mean: (i) the unilateral relocation by the Company of
the Executive's principal work place for the Company to a site more than 60
miles from Andover, Massachusetts; (ii) a reduction in the Executive's then
current base salary, without the Executive's consent; or (iii) the Executive's
assignment to a position where the duties of the position are outside his area
of professional competence.

(d) "Change in Control" shall mean the consummation of any of the following
events during the Employment Period: (i) a sale, lease or disposition of all or
substantially all of the assets of the Company, or (ii) a sale, merger,
consolidation, reorganization, recapitalization, sale of assets, stock purchase,
contribution or other similar transaction (in a single transaction or a series
of related transactions) of the Company with or into any other corporation or
corporations or other entity, or any other corporate reorganization, where the
stockholders of the Company immediately prior to such event do not retain (in
substantially the same percentages) beneficial ownership, directly or
indirectly, of more than fifty percent (50%) of the voting power of and interest
in the successor entity or the entity that controls the successor entity,
provided, however, that no Change in Control shall be deemed to have occurred
due to the conversion or payment of any equity or debt instrument of the Company
which is outstanding on the date hereof.

(e) "Termination Date" shall mean the Executive's last day on the payroll of the
Company.

4. Miscellaneous.

(a) Notices. Any notices delivered under this Agreement shall be deemed duly
delivered four business days after it is sent by registered or certified mail,
return receipt requested, postage prepaid, or one business day after it is sent
for next-business day delivery via a reputable nationwide overnight courier
service, in each case to the address of the recipient set forth in the
introductory paragraph hereto. Either party may change the address to which
notices are to be delivered by giving notice of such change to the other party.
All notices to the Company shall also be addressed to the Company's General
Counsel, or if the Executive holds the position of General Counsel as of the
Termination Date, the Company's Chief Financial Officer.

(b) Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.

(c) Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter of this Agreement.

(d) Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Executive.

                                      - 3 -


(e) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts. Any action, suit
or other legal arising under or relating to any provision of this Agreement
shall be commenced only in a court of the Commonwealth of Massachusetts (or, if
appropriate, a federal court located within Massachusetts), and the Company and
the Executive each consents to the jurisdiction of such a court. The Company and
the Executive each hereby irrevocably waive any right to a trial by jury in any
action, suit or other legal proceeding arising under or relating to any
provision of this Agreement.

(f) Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business, provided, however, that the
obligations of the Executive are personal and shall not be assigned by him or
her.

(g) Waivers. No delay or omission by the Company in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.

(h) Captions. The captions of the sections of this Agreement are for convenience
of reference only and in no way define, limit or affect the scope or substance
of any section of this Agreement.

(i) Severability. In case any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.

     THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.

                                                     CMGI, Inc.

                                                     By: /s/ Jeffrey Yanagi
                                                         ------------------

                                                     Title: EVP HR




                                                     /s/ Peter L. Gray
                                                     -----------------
                                                     Peter Gray

                                      - 4 -



                                    EXHIBIT A

Options to purchase CMGI Common Stock granted on:

March 4, 2002

                                      - 5 -

                                                                   EXHIBIT 10.43

                            FIRST AMENDMENT TO LEASE

         THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made this 24th day
of May, 2002 by and between ARASTRADERO PROPERTY, a California general
partnership ("Landlord") and ALTAVISTA COMPANY, a Delaware corporation
("Tenant").

                                 R E C I T A L S

         A. Tenant currently leases from Landlord approximately seventy-five
thousand four hundred twenty (75,420) square feet of space located at 1070
Arastradero Road, Palo Alto, California (the "Current Premises") pursuant to
that certain Lease dated September 17, 1999 (the "Lease"). The Current Premises
are shown on Exhibit A attached hereto.

         B. The Lease currently provides for a termination date of December 15,
2009. Tenant desires to reduce the term of the Lease. Tenant also desires to
reduce the size of the Premises by subtracting (i) that certain space consisting
of approximately twenty thousand four hundred twenty (20,420) rentable square
feet (the "Third Floor Reduction Space") and those portions of the second and
third floors consisting of the main lobbies, mechanical rooms, common halls,
stairways and other Common Areas, all as shown on Exhibit A (which shall become
part of the Common Area) (collectively, the "Common Area Space"), and (ii) if
Landlord enters into a lease with Ingenuity Systems, Inc., a Delaware
corporation ("Ingenuity") for space on the second floor, that certain space
consisting of approximately eight thousand forty-nine (8,049) rentable square
feet (the "Second Floor Reduction Space") and the additional restroom core on
the second floor as shown on Exhibit B attached hereto which restroom core shall
become part of the Common Area (collectively, the "Additional Common Area
Space"). The Third Floor Reduction Space and the Common Area Space and, subject
to the condition specified in the preceding sentence, the Second Floor Reduction
Space and the Additional Common Area Space are together referred to herein as
the "Reduction Space".

         C. Landlord is willing to reduce the term of the Lease and

                                       1



reduce the size of the Premises on the terms and conditions specified herein.

         NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants and agreements contained herein, the parties hereto agree to amend the
Lease as follows:

         1. Term. The term of the Lease shall expire on August 31, 2005.

         2. Premises. Commencing on June 1, 2002, the Third Floor Reduction
Space and the Common Area Space shall be subtracted from the Current Premises
and thereafter, the Premises shall include only the space on the first and
second floors (excluding the Common Area Space), consisting of approximately
fifty-five thousand (55,000) rentable square feet, as shown on Exhibit B. If, on
or before June 30, 2002, Landlord enters into a lease with Ingenuity for the
Second Floor Reduction Space, the Premises shall be further reduced by
subtracting the Second Floor Reduction Space and the Additional Common Area
Space as of the later of (i) June 1, 2002 or (ii) the date of execution of the
lease with Ingenuity, and thereafter the Premises shall include only the first
floor and the remaining space on the second floor together consisting of
approximately forty-six thousand nine hundred fifty-one (46,951) rentable square
feet as shown on Exhibit B. The parties hereby stipulate as to the rentable
square footage of the Modified Premises as stated above, and agree that the
Modified Premises shall not be subject to remeasurement by either party. The
Premises as modified above is referred to herein as the "Modified Premises".

         3. Basic Rent. The amount of basic rent payable by Tenant pursuant to
paragraphs 4(a) and 5 of the Lease shall be modified as follows:

                  (a) If the Modified Premises consists of 55,000 square feet,
         then:

         Commencing on June 1, 2002 through
           August 31, 2002                            $110,000 per month

                  If Tenant has not filed bankruptcy and no involuntary
         bankruptcy proceeding has been commenced against Tenant on or before
         ninety (90) days after the payment of the Modification Fee, then:

                                        2



         Commencing on September 1, 2002
           through August 31, 2003                   $ 110,000 per month

         September 1, 2003 through
           August 31, 2004                           $ 113,850 per month

         September 1, 2004 through
           August 31, 2005                           $ 117,835 per month


                  (b) If the Modified Premises consists of 46,951 square feet,
         then:

         Commencing on June 1, 2002 through
           August 31, 2002                           $ 93,902 per month

                  If Tenant has not filed bankruptcy and no involuntary
         bankruptcy proceeding has been commenced against Tenant on or before
         ninety (90) days after payment of the Modification Fee, then:

         Commencing on September 1, 2002
           through August 31, 2003                   $ 93,902 per month

         September 1, 2003 through
           August 31, 2004                           $ 97,189 per month

         September 1, 2004 through
           August 31, 2005                           $ 100,590 per month

                  (c) In either case under (a) or (b) above, if Tenant has filed
         bankruptcy or an involuntary bankruptcy proceeding has been commenced
         against Tenant on or before ninety (90) days after payment of the
         Modification Fee, then the basic rent shall continue to be due and
         payable as set forth in the lease without modification, as follows:

         September 1, 2002 through
           December 15, 2002                         $ 276,307.92 per month

         December 16, 2002 through
           December 15, 2003                         $ 285,978.70 per month

         December 16, 2003 through
           December 15, 2004                         $ 306,347.53 per month

         December 16, 2004 through

                                        3



           the Modified Lease Expiration
           Date                                      $ 317,069.69 per month

         4. Surrender of Reduction Space. On or before May 31, 2002, Tenant will
vacate and surrender the Third Floor Reduction Space and the Common Area Space
and if Landlord enters into a lease with Ingenuity, upon five (5) days advance
written notice from Landlord, Tenant shall also vacate and surrender the Second
Floor Reduction Space and the Additional Common Area Space, in accordance with
the terms of paragraph 23 of the Lease. Tenant shall indemnify Landlord for any
loss or expense resulting from Tenant's failure to so surrender the Reduction
Space, including any claims made by any succeeding tenants. If Tenant fails to
surrender the applicable Reduction Space on or before the applicable dates,
Tenant shall be deemed a holdover tenant without Landlord's consent with respect
to the unsurrendered Reduction Space and the provisions of paragraph 25 of the
Lease regarding holding over shall apply on a pro rata basis.

         5. Common Area Charges. Commencing on June 1, 2002, Paragraph 16 shall
be amended to provide that Tenant's percentage share of common area charges
shall be adjusted based on the reduced square footage of the Modified Premises
as follows: (i) seventy-two and nine-tenths percent (72.9%) if the square
footage of the Modified Premises is reduced to 55,000 square feet, and (ii)
sixty-two and two-tenth percent (62.2%) if the square footage of the Modified
Premises is reduced to 46,951 square feet. Commencing as of June 1, 2002,
Tenant's estimated monthly payment of its percentage share of common area
charges shall be (i) $44,905.24 per month if the square footage of the Modified
Premises is reduced to 55,000 square feet, and (ii) $38,333.56 per month if the
square footage of the Modified Premises is reduced to 46,951 square feet,
subject to adjustment in accordance with Paragraph 16 of the Lease.

         6. Premises Taken "As Is". Tenant accepts the Modified Premises "as is"
in their current condition and Landlord shall have no obligation to alter,
modify or improve the Modified Premises in any way, except that Landlord shall,
at Tenant's sole cost and as reasonably pre-approved by Tenant, finish out the
demising wall between the Reduction Space and the Modified Premises as shown on
Exhibit C attached hereto.

         7. Repair and Maintenance. From and after June 1, 2002, paragraph 9 of
the Lease is hereby amended and restated in its entirety as follows:

                                        4




         "Tenant has inspected the Premises and accepts the Premises in its
current condition and acknowledges that the Premises are in good and sanitary
order, condition and repair. Except as expressly provided below, Tenant shall at
its sole cost keep and maintain the entire Premises and every part thereof
including, without limitation, the windows, window frames, plate glass, glazing,
elevators within the Premises, truck doors, doors and all door hardware, the
interior walls and partitions, lighting and the electrical, mechanical, and
plumbing systems.

         Subject to the provisions of paragraph 17, Landlord shall keep and
maintain the roof, structural elements, exterior walls of the building
constituting the Project, the heating and air conditioning systems, the building
access/security system, the fire-life safety system and the Common Area
(including, without limitation, the parking areas, landscaping and all amenities
located outside the building and the Common Areas in the building) in good order
and repair.

         Tenant waives all rights under and benefits of California Civil Code
Sections 1932(1), 1941, and 1942 and under any similar law, statute or ordinance
now or hereafter in effect. The cost of the repairs and maintenance which are
the obligation of Landlord hereunder, including without limitation, maintenance
contracts and supplies, materials, equipment and tools used in such repairs and
maintenance shall be a common area charge and Tenant shall pay its percentage
share of such costs to Landlord as provided in paragraph 16; provided, however,
that if any repairs or maintenance is required because of the negligence or
willful misconduct of Tenant, or its agents, employees or invitees, Tenant shall
pay to Landlord upon demand the full cost of such repairs or maintenance.
Notwithstanding the above, the cost of roof replacement and structural repairs
to the building shall be amortized over its useful life (including interest at a
rate of two percent (2%) over the then current Prime Rate as published by the
Wall Street Journal) and the amortized cost shall be included within common area
charges and Tenant shall pay its proportionate share thereof as provided in
paragraph 16 of this lease."

         8. Utilities and Services. From and after June 1, 2002, Paragraph 12 of
the Lease is hereby amended and restated in its entirety as follows:

         "Landlord shall furnish to the Premises and to the Project, the
following utilities and services: (i) water, gas and electricity reasonably
suitable for the intended use of the Premises and the Project, twenty-four (24)
hours every day of the

                                       5



week, (ii) heat and air conditioning reasonably suitable for the comfortable use
and occupation of the Premises and the Project during business hours, and (iii)
refuse collection and janitorial services. Tenant agrees that at all times it
will cooperate fully with Landlord and abide by all reasonable regulations and
requirements that Landlord may prescribe for the proper functioning and
protection of the heating, ventilating and air conditioning systems. Landlord
shall cooperate with Tenant to provide heating, ventilating and air conditioning
to all or any portion of the Premises outside of Business Hours if requested by
Tenant, and Tenant shall reimburse Landlord for its actual costs in so providing
such service as reasonably estimated by Landlord. Business Hours shall mean:
Monday through Friday, excluding generally observed national holidays, from 7:00
a.m. to 7:00 p.m. Tenant shall arrange for and pay for all telephone, and all
other services supplied to or consumed on the Premises and not provided by
Landlord. In the event that any service is not separately metered or billed to
the Premises, the cost of such utility service or other service shall be a
common area charge and Tenant shall pay its percentage share of such cost to
Landlord as provided in paragraph 16. In addition, the cost of all utilities and
services furnished by Landlord to the Premises and to the Project shall be a
common area charge and Tenant shall pay its percentage share of such costs to
Landlord as provided in paragraph 16, except as such costs may be specifically
allocated otherwise herein. Tenant shall pay directly to Landlord (and such
amount shall not be included as a common area charge) for any water, gas,
electricity or HVAC usage that is separately metered to the Premises or any part
thereof.

         If Tenant's use of any such utility or service is materially in excess
of the average furnished to the other tenants of the Project, and such utility
or service is not separately metered, then Tenant shall pay to Landlord upon
demand, as additional rent, the full cost of such excess use, as reasonably
determined by Landlord, or Landlord may cause such utility or service to be
separately metered, in which case Tenant shall pay the full cost of such utility
or service and reimburse Landlord upon demand for the cost of installing the
separate meter.

         Notwithstanding any provision to the contrary, (i) the Palo Alto
utility bill will be transferred into Landlord's name on June 1, 2002; (ii) the
existing separate electric meter for the third floor will be segregated into a
separate electricity bill [this meter will track the electricity consumption on
the third floor (excluding the air conditioning unit) and none of this bill will
be charged to Tenant]; (iii) Landlord will cause to be installed, at Landlord's
expense, a private meter measuring the kilowatt-hours

                                       6



used by the air conditioning unit serving the third floor; (iv) Landlord will
cause to be installed, at Landlord's expense, a private meter measuring the
kilowatt-hours used for the outside lights; (v) the cost of electricity used by
the third floor air conditioning unit (to be charged to the third floor tenants)
and the outside lights (to be charged as a common area charge on a percentage
basis) will be deducted from the main electricity bill and the remaining balance
after such deductions will be allocated to Tenant; (vi) if Ingenuity enters into
a lease with Landlord for a portion of the second floor, a monthly amount for
electrical usage shall be established based on a standard usage of electricity
for office space of $.15/sf/mo of rentable area, based on Business Hours of 7:00
a.m. to 7:00 p.m., plus an after hours charge of $25/hr. and such amount shall
be charged to Ingenuity with a corresponding deduction from the main electricity
bill for which Tenant is responsible in clause (v) above. Landlord may revise
the estimated utility charges from time to time, as reasonably required to fully
cover such costs in advance.

         Landlord shall not be liable for, and Tenant shall not be entitled to
any abatement or reduction of rent by reason of, the failure of any person or
entity to furnish any of the foregoing services when such failure is caused by
accident, breakage, repairs, strikes, lockouts or other labor disturbances or
labor disputes of any character, governmental moratoriums, regulations or other
governmental actions, or by any other cause, similar or dissimilar, beyond the
reasonable control of Landlord. In addition, Tenant shall not be relieved from
the performance of any covenant or agreement in this lease because of any such
failure, and no eviction of Tenant shall result from such failure.

         Notwithstanding anything to the contrary in this lease, if: (a) any
services or utilities are interrupted or discontinued due to Landlord's
negligence or willful misconduct and the Premises are untenantable as a result
of such interruption or discontinuance, and (b) Tenant shall have given written
notice respecting such interruption or discontinuance to Landlord, and Landlord
shall have failed to cure such interruption or discontinuance within three (3)
business days after receiving such notice, then Tenant shall be entitled to an
equitable abatement of rent to the extent that Tenant's use of the Premises is
thereafter prevented by such interruption or discontinuance."

         9. Common Area; Parking. Paragraph 15 of the Lease is hereby amended to
add the Common Area Space (and the Additional Common Area Space if the square
footage is reduced to 46,951 square feet) as Common Area under the Lease.

                                       7



         From and after June 1, 2002, the first sentence of the third
subparagraph of paragraph 15 of the Lease is hereby amended to read as follows:

         "Tenant shall have the non exclusive use of (i) one hundred
seventy-nine (179) parking spaces in the common area of the Project if the
Modified Premises consist of 55,000 square feet, and (ii) one hundred
fifty-three (153) parking spaces in the common area of the Project if the
Modified Premises consist of 46,951 square feet, as designated by Landlord from
time to time; provided that Landlord and Landlord's agents, contractors and
employees shall have the right to use such parking areas as reasonably necessary
to fulfill Landlord's obligations under this lease."

         10. Common Area Charges. A new subparagraph is added to the end of
paragraph 16 as follows:

         "If the occupancy of the Project, during any part of any calendar year
is less than one hundred percent (100%), Landlord may make an appropriate
adjustment of the variable components of common area charges for that year, as
reasonably determined by Landlord using sound accounting and management
principles, to determine the amount of common area charges that would have been
incurred had the Project been one hundred percent (100%) occupied. This amount
shall be considered to have been the amount of common area charges for that
calendar year. For purposes of this subparagraph, "variable components" include
only those component expenses that are affected by variations in occupancy
levels."

         11. Security Deposit. Commencing on June 1, 2002 the amount of the
Letter of Credit required under paragraph 4(e) of the Lease shall be reduced to:
(i) Eight Hundred Ninety-Three Thousand Two Hundred Seventy-Nine and 16/100
Dollars ($893,279.16) if the Modified Premises consist of 55,000 square feet,
and (ii) Seven Hundred Sixty-Two Thousand Five Hundred Fifty-One and 82/100
Dollars ($762,551.82) if the Modified Premises consist of 46,951 square feet.

         12. Lease Modification Fee. Tenant acknowledges and agrees that
Landlord's entering into this Amendment, reducing the lease term, reducing the
size of the Premises and terminating future rent obligations for the period
after the Modified Lease Termination Date shall result in a significant
financial benefit to Tenant in excess of the consideration specified below. As
consideration therefor, Tenant shall:

                                       8



                  (a) Concurrent with Tenant's execution of this Amendment:

                      (1) Pay to Landlord the sum of Six Million Dollars
($6,000,000) (consisting of the $4,000,000 cash security deposit currently held
by Landlord and an additional $2,000,000 in immediately available funds);

                      (2) Transfer to Landlord 275,412 shares of CMGI stock
(subject to existing restrictions) at no cost or charge to Landlord;

                      (3) Issue and deliver a common stock purchase warrant for
1,000,000 shares of stock in AltaVista Company in substantially the form
attached hereto as Exhibit D;

                      (4) Transfer title to and ownership of any and all
furniture, fixtures and data cabling in the Current Premises (i.e., the entire
building) as listed on Exhibit E attached hereto to Landlord free of all liens
by Bill of Sale in substantially the form attached hereto as Exhibit F;

                  (b) Pay to Landlord within five (5) days after Landlord's
request (i) the costs incurred by Landlord to demise the space leased to
Ingenuity on the second floor (excluding specific tenant improvements for
Ingenuity within the Ingenuity leased space) and (ii) brokers' commissions/fees
payable in connection with the Ingenuity lease.

         13. Cancellation of Option to Extend Term. Tenant's option to extend
the term of the Lease pursuant to paragraph 57 of the Lease is hereby cancelled
and deleted in its entirety and of no further force or effect. Tenant has no
right to extend the term of the Lease.

         14. Brokers' Commissions. Each party represents and warrants to the
other party that it has not had dealings in any manner with any real estate
broker, finder or other person with respect to the Premises and the negotiation
and execution of this Amendment except CRF Partners and CB Richard Ellis
("Tenant's Brokers") and McCandless Management Corporation ("Landlord's
Broker"). Except for the commissions and fees to be paid to Tenant's Broker by
Tenant pursuant to separate agreement, each party shall indemnify and hold
harmless the other party from all damage, loss, liability and expense (including
attorneys' fees and related costs) arising out of or resulting from any claims
for commissions or fees that have been or may be asserted against the other
party by any broker,

                                       9



finder or other person representing or purporting to represent Tenant or
Landlord, respectively, in connection with the Premises and the negotiation and
execution of this Amendment. Tenant shall be responsible for and pay any and all
broker commissions payable to Tenant's Broker. Landlord's Broker is not
receiving a commission in connection with this transaction.

         15. Use of Personal Property. Tenant shall have the right to use the
personal property currently located in the Modified Premises and listed on
Exhibit E attached ("Personal Property") and such Personal Property is deemed
part of the Premises leased to Tenant hereunder. Tenant shall maintain the
Personal Property in good condition and repair and Tenant's insurance
obligations under paragraph 11 of the Lease shall apply to and over the Personal
Property and Tenant's use thereof.

         16. Building Systems. Commencing June 1, 2002, Landlord shall own,
control and operate the existing building security system, provided that each
Tenant will have the ability to control access to its Premises. Secured doors
with alarm monitoring and controlled by access card readers and panic hardware
alarms (as shown on Exhibit G) will be installed by Landlord (as part of
demising the Premises), at Tenant's cost. Each Tenant will pay for their own
access cards. Tenant shall deliver any surplus cards to Landlord. Commencing on
June 1, 2002, Landlord will be responsible for the RFI fire monitoring contracts
and maintenance of the fire monitoring system. All costs incurred by Landlord to
maintain and operate the building systems, including without limitation, the
security system, panic hardware alarm system and fire monitoring system shall be
included in common area charges and Tenant shall pay its percentage share
thereof.

         17. Waiver of Prior Rent Payment Defaults. Landlord hereby waives any
rights or remedies it may have against Tenant for the defaults in payment of
rent and failure to restore security deposit that occurred prior to June 1,
2002.

         18. Signage. The face of the existing monument sign is to be replaced
giving 50% of the signage to other tenant(s) in the Project as determined by
Landlord, in a configuration and method reasonably approved by Landlord. Tenant
shall pay for the cost of the site and monument sign alterations related to its
own signage. Other tenants in the Project will pay for the costs of their own
signage. The lobby sign reading "AltaVista" shall be removed by Tenant and all
damage to the wall shall be repaired and the wall shall be restored by Tenant,
at Tenant's expense. Tenant may add a

                                       10



new sign on the first level of the main lobby in a location and with a design
approved by Landlord subject to paragraph 50 of the Lease. If Ingenuity occupies
a portion of the second floor, Tenant shall not install its sign by Ingenuity's
second floor entry door. Landlord may allow an additional sign for Ingenuity on
the first level of the main lobby. Any site signage and window signage shall be
altered to accommodate a new tenant(s) in the building. Landlord will have the
right to install a leasing sign on the property for any available space. Tenant
will not be allowed to install a sub-lease sign on the Project during any period
that Landlord has space available for lease in the Project.

         19. Food Service. Tenant shall continue to retain, at its expense, the
existing or comparable quality food service operator to provide a menu similar
to the currently existing operation. Such service shall include breakfast
service (8:00 a.m. - 10:00 a.m.) and lunch service (11:00 a.m. - 2:00 p.m.) at a
minimum. The food services shall be available to all other tenants in the
building (including their employers, clients, guests and invitees) at the same
prices charged to Tenant's employees and on a non-discriminatory basis.

         20. Corporate Authority. If any party hereto is a corporation, (i) each
individual executing this Amendment on behalf of the corporation represents and
warrants that he/she is duly authorized to execute and deliver this Amendment on
behalf of the corporation in accordance with a duly adopted resolution of the
Board of Directors of said corporation and that this Amendment is binding upon
said corporation in accordance with its terms, and (ii) upon Landlord's request,
Tenant shall deliver to Landlord, within ten (10) days of the execution of this
Amendment, a copy of the resolution of the Board of Directors of Tenant
authorizing the execution of this Amendment and naming the officers that are
authorized to execute this Amendment on behalf of Tenant, which copy shall be
certified by Tenant's President or Secretary as correct and in full force and
effect.

         21. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall, for all purposes, be deemed to
be an original; and all such counterparts shall together constitute but one and
the same amendment.

         22. Acceptance of Facsimile Signatures. The parties agree that this
Amendment, agreements ancillary to this Amendment, and related documents to be
entered into in connection with this Amendment, will be considered signed when
the signature of a party

                                       11



is delivered by facsimile transmission. Such facsimile signature shall be
treated in all respects as having the same effect as an original signature.

         23. Restatement of Other Lease Terms. Except as specifically modified
herein, all terms, covenants and conditions of the Lease shall remain in full
force and effect.

         IN WITNESS WHEREOF, the parties hereto execute this Amendment as of the
date first set forth above.

Landlord:                                        Tenant:

ARASTRADERO PROPERTY,                            ALTAVISTA COMPANY,
a California general                             a Delaware corporation
partnership

By:  McCandless-Triad, a
     California general                          By: /s/ James J. Barnett
                                                     --------------------
     partnership, a General
     Partner                                     Name:  James J. Barnett
                                                 Title:  President

     By: /s/ Birk S. McCandless
         ----------------------
          Date: May 24, 2002
          Birk S. McCandless,
          as Trustee under the
          Birk S. McCandless
          and Mary McCandless                    By: /s/ Thomas B. Rosedale
          Inter Vivos Trust                          ----------------------
          Agreement dated                        Name: Thomas B. Rosedale
          February 17, 1982,
          a General Partner                      Title:  Assistant Secretary

     Date: May 29, 2002                          Date: May 24, 2002


                                       12

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. ASTERISKS DENOTE OMISSIONS.


                                                                   EXHIBIT 10.63

                                                                  EXECUTION COPY

                             CMG @VENTURES III, LLC

                                  AMENDMENT TO
                       LIMITED LIABILITY COMPANY AGREEMENT


     THIS AMENDMENT, dated as of the 7th day of June, 2002, to the Limited
Liability Company Agreement of CMG @Ventures III, LLC (the "Company"), dated as
of August 7, 1998 (as amended to date, the "Agreement"), is among CMG@Ventures
Capital Corp., a Delaware corporation (the "Capital Member"), and @Ventures
Partners III, LLC, a Delaware limited liability company (the "Managing Member"
and together with the Capital Member, the "Members"). Capitalized terms used
herein, and not otherwise defined herein, shall have the respective meanings
ascribed thereto in the Agreement.

     WHEREAS, on the date hereof, the Managing Member, in its capacity as the
general partner of each of the Funds, entered into an amendment to each of the
Fund Agreements; and

     WHEREAS, in connection with such amendments, the Capital Member and the
Managing Member desire to modify certain provisions of the Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Members hereby agree as
follows:

     1. Amendment to Section 4.4. Section 4.4.2 of the Agreement is hereby
amended to add, at the end thereof, the following sentence:

     "Notwithstanding anything to the contrary in this Agreement or the
     Management Contract, in no event shall the Management Fee be reduced in the
     event that either the Domestic Fund or the Foreign Fund (or both) is in the
     Continuity Mode (i.e., the contemplated 50% reduction of the Management Fee
     in such event is hereby waived)."

     The corresponding provisions of the Management Contract between the Company
and the Management Company are hereby deemed to be amended in the manner
described herein, and the Management Company and the Company, and the Capital
Member (by its signature below), hereby consent to such amendment.

     2. Addition of Section 4.5. Article IV of the Agreement is hereby amended
by inserting, at the end thereof, the following Section 4.5:

        "Section 4.5 LP Advisory Board. In connection with the amendments to the
     Fund Agreements made on or about June __, 2002, there has been established
     an "LP Advisory




     Board" for the Domestic Fund and the Foreign Fund. As provided in such
     amendments, (i) the LP Advisory Board shall be invited to participate (in
     person at the principal place of business of the Funds, or by means of
     telephone conference call) once per month in the regularly scheduled weekly
     meeting of the general partner of the Funds (i.e., the Managing Member), at
     which meeting such general partner shall report on Fund activities, and
     (ii) a representative of the Company shall be entitled to attend and
     participate in all such meetings, but shall not be a member of the LP
     Advisory Board. Any such representative shall be designated, and may be
     removed (with or without cause, for any reason or no reason) or replaced,
     by the Capital Member."

     3. Amendment to Section 8.1. Section 8.1 of the Agreement is hereby amended
to read in its entirety as follows:

     "Section 8.1 Events Causing Dissolution.

        The Company shall dissolve and its affairs shall be wound upon the
     earliest to occur of the following:

                  8.1.1 the Consent of all of the Members;

                  8.1.2 the sale or other disposition by the Company of all or
     substantially all of its assets;

                  8.1.3 the entry of a decree of judicial dissolution under
     Section 18-802 of the Act; and

                  8.1.4 on [***], provided that the term of the Company may be
     extended beyond [***] at the request of the Managing Member, for up to
     three one-year terms, provided that any such extension shall be effective
     only if approved by the Capital Member."

     4. In all other respects, the Agreement is hereby ratified and confirmed.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.

MANAGING MEMBER:                                 CAPITAL MEMBER:

@VENTURES PARTNERS III, LLC                      CMG@VENTURES CAPITAL CORP.

By:  /s/ Peter H. Mills                          By:  /s/ Thomas Oberdorf
     ------------------                               -------------------
Name:  Peter H. Mills                            Name:  Thomas Oberdorf

Title:  Managing Member                          Title:  Chief Financial Officer


                                      -2-




     The Management Company and the Company hereby consent to the amendment to
the Management Contract contemplated by Section 1 of this Amendment, as of the
date first written above.

                                           @VENTURES MANAGEMENT, LLC


                                           By:  /s/ Peter H. Mills
                                               -------------------
                                                    Authorized Member


                                           CMG @VENTURES III, LLC
                                           By       @Ventures Partners III, LLC,
                                                    Managing Member


                                           By:  /s/ Peter H. Mills
                                                ------------------
                                                    Authorized Managing Member


                                      -3-

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. ASTERISKS DENOTE OMISSIONS.


                                                                   EXHIBIT 10.66

                                                                  EXECUTION COPY

                             AMENDMENT NO. 5 TO THE
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                               @VENTURES III, L.P.

         This Amendment, dated as of June 7, 2002 (this "Amendment"), to the
Agreement of Limited Partnership dated as of August 7, 1998 (as amended by a
certain Amendment No. 1 dated as of August 7, 1998, an Amendment dated as of
October 1, 1999 (reflecting a transfer of a limited partnership interest), an
Amendment dated as of December 31, 1999 (reflecting a transfer of a limited
partnership interest), and an Amendment dated as of September 30, 2001
(reflecting a transfer of a limited partnership interest), the "Agreement") of
@Ventures III, L.P., a Delaware limited partnership (the "Partnership"), is by
and among @Ventures Partners III, LLC, the general partner of the Partnership
(the "General Partner"), and the Limited Partners of the Partnership signing
this Amendment below. Capitalized terms used herein but not otherwise defined
herein shall have the respective meanings ascribed to them in the Agreement.

         WHEREAS, the General Partner has represented that the Partnership made
distributions to the Partners, in accordance with the Agreement, in respect of
the Partnership's investments in MCA Health Pages, Inc. (which was acquired by
Promedix Corp., which was in turn acquired by Ventro Corporation (formerly known
as Chemdex Corporation)) and ONElist Inc. (which was merged into eGroups, Inc.,
which was subsequently acquired by Yahoo! Inc.), which distributions consisted
of shares of capital stock of Ventro Corporation and Yahoo! Inc. (the
"Distributed Securities"); and

         WHEREAS, the undersigned Partners desire to amend the Agreement to (i)
compensate the Limited Partners for certain excess distributions to the General
Partner arising out of the distributions of the Distributed Securities and to
modify certain of the General Partner's obligations to the Partnership which
relate to the General Partner's receipt of a portion of the Distributed
Securities, (ii) reflect that the General Partner and the Management Company
have agreed to waive certain Incentive Distributions and Management Fees,
respectively, with respect to the conduct of the business of the Partnership
from and after February 1, 2002, (iii) establish an advisory board consisting of
representatives selected by the Limited Partners and the limited partners of the
Foreign Fund and (iv) modify certain other provisions of the Agreement, as more
fully set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned Partners agree as
follows:

         1. Effective Date of Amendment. This Amendment shall become effective
on the date on which (a) this Amendment has been signed and delivered by the
General Partner and at least 80% in Interest of the Limited Partners, (b) the
Management Contract

                                      - 1 -



has been effectively amended in the form attached hereto as Exhibit 3 and (c) an
LP Release (as defined in Section 5.2E of the Agreement (as amended by this
Amendment)) has been signed and delivered by each of such Limited Partners and
each of said Limited Partners has received its Pro Rata Share of the Settlement
Amount (as each of such terms are defined below in said Section 5.2E of the
Agreement, as amended by this Amendment) and of the Operating Receipts as
provided in Section 5.10 of the Agreement (as amended by this Amendment) (such
date, the "Amendment Effective Date").

         2. Representation by General Partner. The General Partner hereby
represents and warrants that (i) the audited annual financial statements of the
Partnership for the Partnership's fiscal years ended December 31, 1999 and
December 31, 2000, as audited by the Partnership's independent certified public
accountants and heretofore furnished to the Limited Partners, are complete and
correct in all material respects and fairly present the financial condition and
results of operations of the Partnership, at the dates and for the periods
indicated; (ii) the informational schedules entitled (A) "Summary - Incentive
Distributions of @Ventures Partners III, LLC from @Ventures III, LP and from
@Ventures Foreign Fund III, LP," (B) "[***] Calculation - @Ventures III, LP and
@Ventures Foreign Fund III, LP, " (C) "Financial Impact by Fund," and (D)
"Limited Partners and Capital Commitments," as prepared by the General Partner
and attached hereto as Exhibit 2, are complete and correct and fairly present
the distributions to the Partners with respect to the Distributable Securities,
the calculation of the "carried interest" to the General Partner entity
(including the Escrow Amounts), fund cash to be returned, the Limited Partners
and the respective amounts of their original Capital Commitments, and the other
amounts set forth therein; (iii) the amounts specified on the Partnership's
unaudited balance sheet as of March 31, 2002, which is included in Exhibit 2,
for "Cash and cash equivalents" and "Restricted cash" are correct in all
material respects as of such date (and include amounts held in the Defaulting
Partners' escrow account contemplated by Section 3.4C of the Agreement); and
(iv) in the case of each of clauses (i), (ii) and (iii) above such information
does not contain any untrue statements of material fact or omit to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading. Notwithstanding the
foregoing, no claim for a breach of the representation and warranty in clause
(i) above may be asserted based on the omission from the Partnership's financial
statements of any reference to the failure to establish or fund the escrow
account with respect to the Distributed Securities contemplated by Section 5.2F
of the Agreement.

         3. Amendment to Section 2.5. Section 2.5 of the Agreement is hereby
amended to read in its entirety as follows:

               "2.5 Term.

                    The Partnership shall continue in full force and effect
               until [***], unless extended or earlier terminated pursuant to
               Section 11.1."

                                      - 2 -



         4. Amendment to Section 3.1. The following paragraph is hereby added at
the end of Section 3.1:

               "Notwithstanding the foregoing, or any other provision of this
          Agreement, from and after the effective date (the "Amendment Effective
          Date") of Amendment No. 5 to the Agreement of Limited Partnership of
          the Partnership dated as of June 7, 2002 (the "Fifth Amendment"), the
          General Partner on behalf of the Partnership will not be authorized
          (a) to call for additional contributions from the Partners in respect
          of their unfunded Capital Commitments for any purpose, or (b) to use
          Operating Receipts or Investment Receipts for any purpose other than
          (I) payment of Partnership expenses, including without limitation,
          permitted debts, and establishment of reasonable reserves for such
          expenses and debts, but excluding Management Fees, except with respect
          to periods after [***] (if the term of the Partnership is extended
          pursuant to Section 11.1(1)(x)) and except to the extent provided in
          Section 11.1(1)(y)(II)), or (II) distributions to the Partners.
          Without limiting the foregoing, the General Partner will not call for
          additional Capital Contributions or use Operating Receipts or
          Investment Receipts, for the purpose of enabling the Partnership (i)
          to make any investments (whether Bridge Financings, new investments,
          Committed Investments or Follow-on Investments) or (ii) to pay
          Management Fees in respect of any period prior to [***] (except to the
          extent provided in Section 11.1(1)(y)(II)). If pursuant to Section
          6.5C and 11.1(1)(y), the term of the Partnership is extended and a
          Management Fee is due, the Partners shall determine at that time the
          source of payment for such Management Fee in accordance with Section
          11.1(1)(y). The Partnership is not hereby releasing any rights it may
          have against each of [***] and [***] (as defined in Section 3.4G) as a
          Defaulting Partner in respect of amounts which were required to be
          contributed by such Limited Partner to the Partnership in respect of
          periods prior to the Amendment Effective Date."

         5. Amendment to Section 3.4. The following subsection G is hereby
inserted at the end of Section 3.4:

               "G. [***] Partners and [***] Partners, each a Limited Partner
          ("[***]" and "[***]," respectively), defaulted in their obligation to
          contribute the installment of their Capital Commitments to the
          Partnership which were due and payable on August 1, 2001 (the "Default
          Date"), which installments were in the aggregate amount of $170,000
          (the "Default Amount"). Provided that [***] and [***], on or before
          the Amendment Effective Date, (I) execute and deliver the Fifth
          Amendment and the LP Release contemplated by Section 5.2E of this
          Agreement (as amended by the Fifth Amendment), (II) pay (in the manner
          described below) to the Partnership the Default Amount plus interest
          thereon from the Default Date through the Amendment Effective Date at
          a rate of interest equal to 4.0% per annum (noncompounded), the
          Partnership will restore [***] and [***] to the status of
          non-Defaulting Partners, and release to [***] and [***] all amounts
          held for them in the escrow accounts established for Defaulting
          Partners pursuant to

                                      - 3 -



          Section 3.4C (after deducting the amounts contemplated by the
          following sentence). On the Amendment Effective Date (and provided
          that [***] and [***] have delivered the items described in clause
          (I) above), the Partnership shall withdraw from the escrow accounts
          established for [***] and [***] pursuant to Section 3.4C of the
          Agreement, their respective shares of the Default Amount plus interest
          thereon (as described above), and such withdrawn amounts shall be
          distributed to the Limited Partners as contemplated by Section 5.2E
          (as amended by the Fifth Amendment). Following such withdrawal from
          such escrow accounts, [***] and [***] shall be deemed to have paid
          to the Partnership the amounts due pursuant to this Section 3.4G, and
          the Partnership shall be deemed to have released it rights described
          in the last sentence of Section 3.1 (as amended by this Fifth
          Amendment)."

         6. Amendment to Section 5.2E. Section 5.2E of the Agreement is hereby
amended by adding, at the end thereof, the following paragraph:

               "Notwithstanding the foregoing, or any other provision of this
          Agreement (including without limitation, Section 5.3), in full
          satisfaction of the General Partner's liability under this Section
          5.2E with respect to the distribution of Distributed Securities, the
          General Partner has contributed to the capital of the Partnership, in
          cash, $[***], which amount is held in the Escrow Account contemplated
          by Section 5.2F below, and which amount shall be distributed to the
          Limited Partners together with the Default Amount and interest
          thereon, if any, paid to the Partnership pursuant to Section 3.4G
          above (collectively, the "Settlement Amount"), in accordance with
          their Pro Rata Shares, at the times provided in the following
          sentence, provided that interest paid on the Default Amount pursuant
          to Section 3.4G shall be distributed to the Limited Partners other
          than [***] and [***]. Each Limited Partner shall be entitled to his,
          her or its Pro Rata Share of such Settlement Amount on (i) the
          Amendment Effective Date, if such Limited Partner has signed and
          returned to the Partnership a release in the form and on the terms
          attached hereto as Exhibit 1 the ("LP Release") on or prior to such
          date, (ii) at the General Partner's discretion, on such date within 60
          days after the Amendment Effective Date as a Limited Partner signs and
          returns to the Partnership an LP Release, or (iii) with respect to a
          Limited Partner who declines to sign an LP Release, upon the
          liquidation of the Partnership following its termination, provided
          that distributions under this clause (iii) may be made to a Limited
          Partner at such earlier time after the Amendment Effective Date as the
          General Partner may determine to be prudent and in the best interests
          of the Partnership in connection with the settlement of pending or
          Imminent litigation brought by such Limited Partner. For purposes of
          this Agreement, "Pro Rata Share" shall mean, in the case of each
          Limited Partner, the Capital Contributions of such Limited Partner
          divided by the sum of the Capital Contributions of all Limited
          Partners, provided that in the case of calculations with respect to
          interest paid on the Default Amount, the denominator shall be the
          Capital Contributions of all Limited Partners other than [***] and
          [***]. In all other respects, this Section 5.2E shall remain in full
          force and effect."

                                      - 4 -



         7. Amendment to Section 5.2F. Section 5.2F of the Agreement is hereby
amended by adding, at the end thereof, the following language:

          "Immediately prior to the Amendment Effective Date, the General
          Partner deposited $[***] in cash into the Escrow Account, and such
          amount shall be distributed at the times and in the manner described
          in Section 5.2E (as amended by the Fifth Amendment). Notwithstanding
          the foregoing or any other provision of the Agreement, from and after
          the Amendment Effective Date, the General Partner shall have no
          further obligations under this Section 5.2F with respect to the
          Distributed Securities. In all other respects, this Section 5.2F shall
          remain in full force and effect."

         8. Amendment to Section 5.3. Section 5.3 of the Agreement is hereby
amended by adding, at the end thereof, the following sentence:

          "Notwithstanding any other provision of this Section 5.3, for purposes
          of calculating the balance in the General Partner's Capital Account
          pursuant to the third sentence of this Section, there shall be added
          to the General Partner's Capital Account an amount equal to $[***]
          (solely to offset previous allocations relating to the Distributed
          Securities, which resulted in the General Partner's obligations under
          Section 5.2E)."

         9. Amendment to Section 5.6B. Section 5.6B of the Agreement is hereby
amended to read in its entirety as follows:

               "B. From and after the Amendment Effective Date, Marketable
          Securities shall (i) if traded on a national securities exchange, be
          valued at the last sale price for such Marketable Securities on such
          exchange on the date of distribution (or if no distribution, as of the
          date of determination), or (ii) if the trading of such Marketable
          Securities is reported through the National Association of Securities
          Dealers Automated Quotation System, such Marketable Securities shall
          be valued at the last closing "bid" price for such Marketable
          Securities as shown by the National Association of Securities Dealers
          Automated Quotation System on the date of distribution (or if no
          distribution, as of the date of determination)."

         10. Addition of Section 5.10. The following Section 5.10 is hereby
added to the Agreement, immediately following Section 5.9:

               "5.10 General Partner Distributions and Payments; Amendment
          Effective Date Distributions.

                    A. From and after the Amendment Effective Date, the General
               Partner hereby waives its right to receive (i) any Incentive
               Distributions until such time as (x) the Limited Partners have
               received aggregate distributions from the Partnership pursuant to
               Article V, including distributions contemplated by Sections 5.2E
               and F (as amended hereby) and Section 5.10C, equal to the

                                      - 5 -



               aggregate amount of their Capital Contributions to the
               Partnership (determined for this purpose, as if all amounts
               deposited into the escrow account established for Defaulting
               Partners pursuant to Section 3.4 had been distributed to the
               Defaulting Partners), and (y) it has waived, pursuant to this
               Section 5.10A, receipt of a total of $[***] of Incentive
               Distributions (the date on which the conditions in both clauses
               (x) and (y) have occurred, the "Waiver Date"), (ii) any
               associated allocations of Operating Income or Loss and Investment
               Gain or Loss to the extent attributable to the amounts waived
               pursuant to clause (i) of this Section 5.10A and (iii) any
               distributions upon liquidation in respect of its positive Capital
               Account to the extent of any portion of such Capital Account
               balance which is attributable to amounts waived pursuant to
               clauses (i) and (ii) of this Section 5.10A. From and after the
               Waiver Date, Incentive Distributions may be made to the General
               Partner, but only after (A) the LP Advisory Board (as defined in
               Section 6.6 below) has reviewed the proposed distribution and
               determined that it is in accordance with the provisions of this
               Agreement, as amended hereby and giving effect to the foregoing
               waiver, and (B) such distribution has been approved by Two-Thirds
               in Interest of the Limited Partners.

                    B. From and after the date that the Limited Partners have
               received aggregate distributions from the Partnership which are
               equal to their aggregate Capital Contributions (determined, for
               this purpose, as if all amounts deposited into the escrow account
               established for Defaulting Partners pursuant to Section 3.4 had
               been distributed to such Defaulting Partners), the Partnership,
               upon the recommendation of the LP Advisory Board and with the
               prior approval of Two-Thirds in Interest of the Limited Partners,
               shall be authorized to cause the Partnership to pay, out of
               Partnership receipts, a bonus to the Principals (as defined in
               Section 6.4(a)), in such amounts as such Two-Thirds in Interest
               of the Limited Partners may determine.

                    C. As soon as practicable following the Amendment Effective
               Date, the Partnership will distribute Operating Receipts, to the
               Limited Partners in accordance with their Pro Rata Shares and
               otherwise in accordance with Section 5.2A, in an amount equal to
               the excess of (i) $[***] over (ii) the reasonably estimated fees
               and expenses of a single counsel to the Limited Partners and the
               out-of-pocket conference call charges incurred by one or more
               Limited Partners in connection with the transactions contemplated
               by the Fifth Amendment. The Partnership shall pay the fees and
               expenses described in clause (ii) in connection with the
               transactions contemplated by the Fifth Amendment, up to the
               amount of the estimate contemplated by the preceding sentence."

         11. Amendments to Section 6.4. Section 6.4 of the Agreement is hereby
amended and restated in its entirety to read as follows:

                    "If, on or before [***], any of [***], or any person who has
               been substituted for any of the foregoing individuals upon the
               recommendation of the LP Advisory Board and with the prior
               approval of Two

                                      - 6 -



               Thirds in Interest of the Limited Partners (individually, a
               "Principal" and collectively, the "Principals") (x) cease to be
               members of either the General Partner or the Management Company
               or otherwise cease to be actively involved on a substantially
               full time basis in the business of the Partnership, the Foreign
               Fund, the CMGI Funds, the Management Company, @Ventures Expansion
               Management LLC, @Ventures Expansion Fund, L.P., @Ventures Foreign
               Expansion Fund, L.P., CMGI @Ventures IV, LLC and any other future
               @Ventures investment entities of which CMGI is the sole investor,
               or (y) breach the covenant of the Principals contained in Section
               7.1 (as amended by this Fifth Amendment) (any such event
               hereinafter referred to as a "Triggering Event"), prompt notice
               of such Triggering Event shall be given to all Limited Partners.
               At any time within ninety (90) days after receipt of notice of a
               Triggering Event, Two-Thirds in Interest of the Limited Partners
               may by an election in writing determine to put the Partnership
               into Continuity Mode. While in Continuity Mode, the General
               Partner shall continue to act on behalf of the Partnership to
               perform the functions of the General Partner with respect to the
               existing investments of the Partnership. At any time after
               commencement of the Continuity Mode (or such shorter period of
               time as may be agreed to by Two-Thirds in Interest of the Limited
               Partners), Two-Thirds in Interest of the Limited Partners may by
               an election in writing remove the General Partner or dissolve the
               Partnership.

                    Each of [***] agrees that, during the period from the
               Amendment Effective Date through [***], he shall be engaged in
               the activities contemplated by the second sentence of Section 7.1
               (as amended by this Fifth Amendment), and, unless the Management
               Company becomes entitled [***], he shall not be entitled to
               receive out of amounts paid by the Partnership to the Management
               Company as management fees (or otherwise), [***], and that the
               Partnership [***] or any other person during such period (except
               pursuant to Section 5.10B). If a Triggering Event occurs as a
               result of (x) the Resignation (as hereinafter defined) of any of
               [***] from the management of the Partnership and the Foreign Fund
               on or before [***] (other than a Resignation following a
               termination of the Partnership or removal of the General Partner
               for reasons other than for cause relating to acts or omissions of
               such Principal), or (y) a breach by such Principal of his
               obligations under the second sentence of Section 7.1 of this
               Agreement (as amended by this Fifth Amendment), the applicable
               Principal shall pay, to the Partnership, as liquidated damages,
               within 30 days following the occurrence of such Triggering Event,
               an amount equal to (aa) $[***] multiplied by (bb) [***], and the
               denominator of which is 22, provided that Two-Thirds in Interest
               of the Limited Partners may waive in any instance the payment

                                      - 7 -



               of any such amount. Any amount so paid shall promptly be
               distributed to the Limited Partners in proportion to their
               Percentages of Contributed Capital. If any Principal fails to pay
               any such amount when due, such Principal shall also be
               responsible for the payment of the Partnership's reasonable costs
               of collection with respect to such amount. As used herein,
               "Resignation" means a voluntary or involuntary termination of the
               applicable Principal's activities related to the management of
               the Partnership and the Foreign Fund, other than by reason of his
               death or ill health or as a result of the terminal illness of a
               spouse that causes such Principal to cease working in any
               professional capacity (including without limitation all work for
               the Partnership, any other @Ventures entity and otherwise)."

         12. Amendment to Section 6.5C.

               (a) Section 6.5C of the Agreement is hereby amended by adding at
          the end thereof, the following language:

               "Notwithstanding the foregoing or any provision of the Management
               Contract to the contrary, with respect to all periods from and
               after February 1, 2002 through [***], the General Partner shall
               cause the Management Company to waive, and the Management Company
               by signing below hereby does waive, [***] Management Fees;
               provided however, that if, pursuant to Section 11.1(1)(y), the
               term of the Partnership is extended by the Limited Partners
               through [***] following a termination of @Ventures Expansion
               Fund, L.P. ("Expansion Fund") prior to [***], the Partnership
               shall pay to the Management Company a Management Fee equal to the
               amount of the management fee which would have been payable by
               Expansion Fund to @Ventures Expansion Management LLC for the
               period between the date of the termination of Expansion Fund and
               [***] (i.e., fees at an annualized rate of $[***], but reduced by
               amounts paid by Expansion Fund on account of periods preceding
               the date of termination of the Expansion Fund), any such fee to
               be payable in advance, in a lump sum, at the time specified in
               Section 11.1(1)(y), and @Ventures Expansion Management LLC shall
               refund to Expansion Fund any previously paid portion of the
               management fee in respect of the period following the date of
               termination of Expansion Fund for distribution to the limited
               partners of Expansion Fund in accordance with the Expansion Fund
               partnership agreement, as amended. If, pursuant to Section
               11.1(1)(x), the term of the Partnership is extended, the
               Management Fee for any such extension period payable to the
               Management Company shall be an amount mutually acceptable to the
               Management Company and the Partnership (any such Partnership
               approval to require the consent of Two-Thirds in Interest of the
               Limited Partners), but in no event shall such fees exceed $[***]
               per year, and any such Management Fee shall be payable in
               semi-annual installments on January 1 and July 1 of each year
               during the extension period. Notwithstanding any provision of
               this Agreement or the Management Contract to the contrary, the
               Management Contract shall automatically terminate on the last day
               of the Partnership term determined in accordance with Section
               2.5."

                                      - 8 -



               (b) Section 6.5E of the Agreement is hereby amended by adding at
          the end thereof, the following sentence:

               "Notwithstanding the foregoing, any amount which, pursuant to
               this Section 6.5E, is to be retained by the Management Company,
               the General Partner and/or their respective Affiliates and
               credited against the Management Fee payable by the Partnership in
               respect of any period from and after the Amendment Effective Date
               through [***], shall, if the Partnership is not at the time
               paying a Management Fee equal to or greater than such amount,
               instead be paid to the Partnership."

               (c) Section 6.5F of the Agreement is hereby amended by adding at
          the end thereof the following language:

               "Notwithstanding the foregoing, any amount which, pursuant to
               this Section 6.5F, is to be retained by the Management Company,
               the General Partner and/or their respective Affiliates and
               credited against the Management Fee payable by the Partnership in
               respect of any period from and after the Amendment Effective Date
               through [***], shall, if the Partnership is not at the time
               paying a Management Fee equal to or greater than such amount,
               instead be paid to the Partnership."

         13. Addition of Section 6.6. The following Section 6.6 is hereby added
to the Agreement, immediately following Section 6.5:

               "6.6 LP Advisory Board.

                    A. There shall be established for the Partnership and the
               Foreign Fund an LP Advisory Board, which shall consist of four
               persons, three of whom shall be designated by the Limited
               Partners of the Partnership, by action of Two-Thirds in Interest
               thereof (each a "Domestic Designee" and collectively, the
               "Domestic Designees"), and one of whom shall be designated by the
               limited partners of the Foreign Fund, by action of a majority in
               interest of the limited partners of the Foreign Fund (the
               "Foreign Designee"). Any Domestic Designee may be removed or
               replaced at any time, for any reason or no reason, only by action
               of Two-Thirds in Interest of the Limited Partners of the
               Partnership. The Foreign Designee may be removed or replaced at
               any time, for any reason or no reason, only by action of a
               majority in interest of the limited partners of the Foreign Fund.
               The persons initially designated by the Limited Partners as
               Domestic Designees are representatives of [***]; the person
               initially designated by the Foreign Fund Limited Partner as
               Foreign Designee is [***].

                    B. The General Partner shall give the LP Advisory Board
               reasonable advance notice (which shall be provided in writing or
               by electronic mail) in order to permit the LP Advisory Board to
               participate (at their discretion,

                                      - 9 -



               in person at the principal place of business of the Partnership,
               or by means of telephone conference call) once per month in the
               General Partner's regularly scheduled weekly meeting, at which
               meeting the General Partner shall report on Partnership
               activities. A representative of CMG @Ventures III, LLC shall be
               entitled to attend and participate in all such meetings, but
               shall not be a member of the LP Advisory Board.

                    C. The LP Advisory Board, working with the General Partner,
               shall establish requirements for periodic reports to be prepared
               by the General Partner and provided on a regular basis to all
               Limited Partners in addition to the reports required under the
               other provisions of this Agreement.

                    D. The General Partner shall disclose in reasonable detail
               to the LP Advisory Board any potential conflicts of interest
               occurring on or after the Amendment Effective Date in any
               transaction or relationship (I) between the Partnership on the
               one hand and the General Partner, the Management Company and/or a
               Limited Partner on the other hand, (II) between the Partnership,
               on the one hand, and CMGI, Inc. or any of its Affiliates on the
               other hand, in connection with any investment or restructuring of
               an existing investment in a portfolio company or other related
               transaction in which both the Partnership and CMGI, Inc. or any
               of its Affiliates has an investment (other than, in the case of
               CMGI, Inc. or its Affiliates, required co-investments made by CMG
               @Ventures III, LLC and CMG @Ventures Expansion, LLC), or (III)
               between the Partnership and any other person or entity that the
               General Partner concludes should be disclosed to the LP Advisory
               Board for purposes of this Section 6.6D. Before proceeding with
               any transaction or relationship involving any such conflict of
               interest, (i) the General Partner shall seek advice from the LP
               Advisory Board regarding the proposed transaction or relationship
               and (ii) the Limited Partners shall have approved the proposed
               transaction or relationship (in the manner provided in the
               following sentence). The General Partner shall notify the Limited
               Partners in writing of the proposed transaction or relationship,
               and unless, prior to the last day of the 10-Business Day period
               following such notice, Limited Partners whose aggregate
               Percentage of Contributed Capital equals or exceeds 33 1/3% of
               all Limited Partners' Percentage of Contributed Capital shall
               have objected in writing to the General Partner to the proposed
               transaction or relationship, the Limited Partners shall be deemed
               to have approved the proposed transaction or relationship. In the
               event the General Partner obtains the requisite Limited Partner
               consent for a matter giving rise to a conflict of interest,
               neither it nor the Management Company nor any of their respective
               Affiliates shall have any liability to the Partnership or any
               Limited Partner in respect of such matter for actions taken in
               good faith by them to the extent that (a) such actions comply
               with any conditions imposed by the Limited Partners who are
               deemed to have approved the matter (as provided above), (b) any
               information furnished to and relied upon by the LP Advisory Board
               or the non-objecting Limited Partners in connection with such
               matter does not include any untrue statement of material fact or
               omit to state a material fact necessary in order to make the
               statements made, in light of the circumstances under which they
               were made, not misleading

                                     - 10 -



               and (c) such action did not constitute a breach by the General
               Partner of its fiduciary duty. Nothing in this Subsection 6.6D is
               intended to (nor shall it) bind CMGI and/or its Affiliates with
               respect to actions taken or proposed to be taken by it or them in
               connection with the matters described in clause (II) above.

                    E. The LP Advisory Board shall have such responsibilities
               and authority, in addition to those set forth in this Section
               6.6, as shall be specified in this Agreement (as amended hereby);
               provided, however, that in no event shall the LP Advisory Board,
               any Domestic Designee or Foreign Designee, or any Limited Partner
               of which such designee is a representative be deemed by virtue of
               its role with respect to the LP Advisory Board to take part in
               the management or control of the Partnership's affairs or to owe
               any fiduciary duty to the Partnership or any other Partner or
               person.

                    F. Except to the extent otherwise expressly provided herein,
               (I) in order for the LP Advisory Board to make a recommendation
               with respect to the Foreign Fund, any decision of the LP Advisory
               Board shall require the approval of the Foreign Designee (and for
               this purpose the vote of the Domestic Designees on any matter
               shall be disregarded), and (II) in order for the LP Advisory
               Board to make a recommendation with respect to the Partnership,
               any decision of the LP Advisory Board shall require the approval
               of a majority in number of the Domestic Designees (and for this
               purpose the vote of the Foreign Designee on any matter shall be
               disregarded).

                    G. Each Domestic Designee shall be entitled to
               indemnification from the Partnership in respect of actions or
               omissions taken by him in such capacity, to the same extent that
               an Indemnitee is entitled to indemnification pursuant to Section
               9.3 of the Agreement, provided, however, that clauses (x) and (y)
               of the first sentence of Section 9.3 shall be deemed modified in
               the case of a Domestic Designee and its Affiliates to state that
               the only circumstance under which such Indemnitees shall not be
               entitled to indemnification or release thereunder shall be if a
               court of competent jurisdiction shall determine that such
               Indemnitee acted in bad faith. No Domestic Designee shall be
               liable to the Partnership or any other Partner for any act or
               omission taken or suffered by such Domestic Designee in good
               faith."

         14. Amendment to Section 7.1. The first paragraph of Section 7.1 of the
Agreement is hereby amended to read in its entirety as follows:

                    "The General Partner hereby agrees to use its best efforts
               in furtherance of the purposes and objectives of the Partnership
               and to devote to such purposes and objectives such of its time as
               shall be necessary for the management of the affairs of the
               Partnership. Until [***], each of the Principals agrees to use
               his best efforts in furtherance of the purposes and objectives of
               the Partnership, to devote such of his time as shall be necessary
               to the business of the Partnership, and to devote substantially
               all of his business time to the affairs of the Partnership, the
               Foreign Fund, the CMGI Funds, the Management Company,

                                     - 11 -



               @Ventures Expansion Management LLC, @Ventures Expansion Fund,
               L.P., @Ventures Foreign Expansion Fund, L.P., CMGI @Ventures IV,
               LLC and other future @Ventures investment entities of which CMGI
               is the sole investor. Breach by any Principal of his obligations
               under the preceding sentence shall constitute a Triggering Event
               for purposes of Section 6.4, and the sole remedy of the
               Partnership and/or any Partner against such Principal for breach
               of such obligations shall be [***] pursuant to and in accordance
               with the second paragraph of Section 6.4."

         15. Amendment to Section 7.3. The following language is hereby inserted
at the end of Section 7.3:

                    "The General Partner represents and warrants that, on the
               Amendment Effective Date there are, and prior to the Amendment
               Effective Date there have been, no side letters or similar
               arrangements ("Side Letters") between (X) (aa) the Partnership,
               (bb) the General Partner or (cc) CMGI, Inc. or its Affiliates,
               but with respect to CMGI, Inc. or any Affiliate solely in its
               capacity as a member of the General Partner or acting for or on
               behalf of the General Partner, on the one hand and (Y) any
               Limited Partner or any Affiliate of a Limited Partner, on the
               other hand, except for those Side Letters listed or described on
               Exhibit 4 hereto. The General Partner hereby undertakes to
               provide the Limited Partners, within ten (10) days after
               execution thereof, with copies of any Side Letters entered into
               after the Amendment Effective Date between (X) (aa) the
               Partnership, (bb) the General Partner or (cc) CMGI, Inc. or its
               Affiliates, but with respect to CMGI, Inc. or any Affiliate
               solely in its capacity as a member of the General Partner or
               acting for or on behalf of the General Partner, on the one hand
               and (Y) any Limited Partner or any Affiliate of a Limited
               Partner, on the other hand (any such Side Letter, a "Future Side
               Letter"). To the extent that any Future Side Letter relates to
               the interest of a Limited Partner in the Partnership, and
               establishes rights or benefits in favor of such Limited Partner
               or its Affiliates that are more favorable to such Limited Partner
               or its Affiliates than the rights or benefits that are
               established in favor of the other Limited Partners, then each of
               the other Limited Partners shall be entitled hereby to the same
               rights granted in any such Side Letter to the same extent as if
               such Limited Partner entered into an identical Side Letter with
               the Partnership, the General Partner or CMGI, Inc. or its
               Affiliate, as applicable (to the extent such rights are
               reasonably applicable to such other Limited Partner), unless the
               Limited Partner notifies the Partnership in writing to the
               contrary within 30 days after it receives a copy of such Side
               Letter.

                    Without limiting the foregoing, the General Partner
               represents and warrants that neither it nor the Management
               Company has: (I) provided to any Limited Partner any financial or
               nonfinancial incentive or inducement to execute the Fifth
               Amendment and/or the LP Release, other than the arrangements
               described in the Fifth Amendment; or (II) modified or agreed to
               modify the terms of the LP Release to be provided by any Limited
               Partner.

                                     - 12 -



                    Neither the General Partner nor the Management Company shall
               (I) provide to any Limited Partner any financial incentive or
               inducement to execute the Fifth Amendment and/or the LP Release,
               other than the arrangements described in the Fifth Amendment or
               (II) modify the terms of the LP Release to be provided by any
               Limited Partner; provided, however, that this sentence shall not,
               and is not intended to, prevent or prohibit the General Partner
               on its own behalf or on behalf of any other party (other than the
               Partnership) from: (x) providing payment of any amount to any
               person (including a Limited Partner) in connection with the
               settlement of any litigation proceeding to which the General
               Partner and/or any of its Affiliates is a party which has been
               commenced or is Imminent (as hereinafter defined) and the General
               Partner shall not be required to offer the benefits of any such
               payment to any Limited Partner pursuant to the second paragraph
               of Section 7.3; or (y) obtaining from a Limited Partner a release
               on such terms as the General Partner may in its sole discretion
               determine in connection with the settlement of any litigation
               proceeding to which the General Partner and/or any of its
               Affiliates is a party which has been commenced or is Imminent,
               provided that if any such release relates primarily to matters
               which are included in the definition of "Released Claims" (as
               defined in the LP Release) and such release is more favorable to
               the releasing party than the terms of the LP Release, the General
               Partner shall offer the same release terms to all Limited
               Partners who previously executed LP Releases. As used herein, a
               litigation proceeding shall be considered to be "Imminent" if the
               General Partner and/or its Affiliates have received a complaint
               from the plaintiffs, regardless of whether the complaint has
               actually been filed in a court of law. The proviso included in
               clause (y) shall not be applicable in the event of settlement of
               claims to the extent that such claims do not relate to matters
               which are included in the definition of "Released Claims" (as
               defined in the LP Release).

                    If the General Partner provides to any Limited Partner any
               non-financial incentive or inducement to execute the Fifth
               Amendment and/or the LP Release, the General Partner shall
               disclose in writing to the Limited Partners such incentive or
               inducement as provided in the second paragraph of this Section
               7.3, and provide to the Limited Partners the benefits of such
               non-financial incentive or inducement to the extent provided in
               said second paragraph of this Section 7.3."

         16. Amendments to Section 11.1.

         (a) Section 11.1(1) is hereby amended to read in its entirety as
follows:

                    "(1)  [***], provided that:

                    (x) the term of the Partnership may be extended at the
               written request of the General Partner, for up to three one-year
               terms, provided that any such extension shall be effective only
               if approved by Two-Thirds in Interest of the Limited Partners;

                                     - 13 -



                    (y) the term of the Partnership may be earlier terminated at
               the election of the General Partner if Expansion Fund has been
               terminated prior to [***] unless, within 30 days following a
               notice from the General Partner to the Limited Partners that
               Expansion Fund has terminated (which notice the General Partner
               agrees to provide promptly upon notice of any actual or imminent
               termination of Expansion Fund), (I) Two-Thirds in Interest of the
               Limited Partners give written notice to the General Partner to
               extend the term of the Partnership through [***], (II) Two-Thirds
               in Interest of the Limited Partners agree that the Partnership
               shall pay (out of Operating Receipts, Investment Receipts and/or
               Partnership reserves) management fees to the Management Company
               through [***], in a lump sum (within five business days of the
               date of the election specified in clause (I)), in the amount of
               the management fees which were payable by Expansion Fund to
               @Ventures Expansion Management LLC for the period from the date
               of termination of Expansion Fund through [***], as provided in
               Section 6.5C, and (III) the Partnership has sufficient funds (out
               of Operating Receipts, Investment Receipts and/or Partnership
               reserves) to pay the Management Fee contemplated by clause (II);
               and

                    (z) the term of the Partnership may be terminated earlier by
               Two-Thirds in Interest of the Limited Partners as set forth in
               Section 6.4."

         17. Amendment to Section 11.2. The second sentence of Section 11.2 of
the Agreement is hereby amended and restated in its entirety to read as follows:

               "At any time during the wind up, liquidation and dissolution of
               the Partnership as provided in this Section 11.2, Two-Thirds in
               Interest of the Limited Partners may (i) remove the General
               Partner and replace it, at Partnership expense, with a
               liquidator, and/or (ii) require the General Partner and/or
               liquidator to use commercially reasonable efforts to set up a
               liquidating trust pursuant to Section 11.3 in order to accomplish
               an orderly liquidation of the Partnership's assets on
               commercially reasonable terms."

         18. Consent to Amendment of Management Contract. The Limited Partners
hereby consent to the amendment of the Management Contract on the terms set
forth in that certain Amendment to Management Contract dated as of the date
hereof and substantially in the form attached hereto as Exhibit 3.

         19. Confidentiality. The Limited Partners hereby confirm the
confidentiality agreements contained in Section 8.12 of their respective
Subscription Agreements, which confidentiality agreements shall be applicable to
the arrangements effectuated by this Amendment.

                                     - 14 -



         20. General Partner Legal Fees. No portion of the legal fees incurred
by the General Partner in connection with the transactions contemplated by this
Amendment will be borne by the Partnership.

         21. Entire Agreement; Ratification. This Amendment together with the LP
Releases contains and constitutes the entire understanding and agreement by and
among the parties hereto with respect to the subject matter hereof and
supersedes all previous oral and written negotiations, agreements, commitments
and writings in connection herewith. The Agreement is to be deemed amended by
this Amendment only to the extent expressly provided in this Amendment, and in
all other respects, the Agreement is hereby ratified and confirmed and shall
remain in full force and effect.

         22. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

         23. Governing Law. This Amendment shall be construed and enforced in
accordance with and governed by the laws of Massachusetts.


                            [Signature pages follow.]

                                     - 15 -



                     Counterpart Signature Page to Amendment
                     to the Agreement of Limited Partnership
                             of @Ventures III, L.P.

         IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.

                                           GENERAL PARTNER:

                                           @VENTURES PARTNERS III, LLC

                                           By: /s/ Peter Mills
                                               ---------------
                                               Authorized Managing Member



                                               LIMITED PARTNER
                                               [***]

         Each of the undersigned is signing this Amendment, effective as of the
Amendment Effective Date, for the limited purposes of reflecting their agreement
to the matters specified in Section 11 of this Amendment (with respect to
Section 6.4 of the Agreement) and Section 14 of this Amendment (with respect to
Section 7.1 of the Agreement), and for no other purpose.


***
- ------------------------

         The undersigned is signing this Amendment, effective as of the
Amendment Effective Date, for the limited purpose of reflecting its Agreement to
the matters specified in Sections 12 and 15 of this Amendment (relating to
Sections 6.5 and 7.3, respectively, of the Agreement), including without
limitation, the waiver of Management Fees contemplated thereby.


@VENTURES MANAGEMENT, LLC

By: /s/ Peter H. Mills
    ------------------
        Authorized Member

                                     - 16 -

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. ASTERISKS DENOTE OMISSIONS.


                                                                   EXHIBIT 10.69

                                                                  EXECUTION COPY

                             AMENDMENT NO. 2 TO THE
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                        @VENTURES FOREIGN FUND III, L.P.

         This Amendment No. 2, dated as of June 7, 2002 (this "Amendment"), to
the Agreement of Limited Partnership dated as of December 22, 1998 (as amended
to date, the "Agreement") of @Ventures Foreign Fund III, L.P., a Delaware
limited partnership (the "Partnership"), is by and among @Ventures Partners III,
LLC, the general partner of the Partnership (the "General Partner"), and all of
the Limited Partners of the Partnership. Capitalized terms used herein but not
otherwise defined herein shall have the respective meanings ascribed to them in
the Agreement.

         WHEREAS, the General Partner has represented that the Partnership made
distributions to the Partners, in accordance with the Agreement, in respect of
the Partnership's investments in MCA Health Pages, Inc. (which was acquired by
Promedix Corp., which was in turn acquired by Ventro Corporation (formerly known
as Chemdex Corporation)) and ONElist Inc. (which was merged into eGroups, Inc.,
which was subsequently acquired by Yahoo! Inc.), which distributions consisted
of shares of capital stock of Ventro Corporation and Yahoo! Inc. (the
"Distributed Securities"); and

         WHEREAS, the undersigned Partners desire to amend the Agreement to (i)
compensate the Limited Partners for certain excess distributions to the General
Partner arising out of the distributions of the Distributed Securities and to
modify certain of the General Partner's obligations to the Partnership which
relate to the General Partner's receipt of a portion of the Distributed
Securities, (ii) reflect that the General Partner and the Management Company
have agreed to waive certain Incentive Distributions and Management Fees,
respectively, with respect to the conduct of the business of the Partnership
from and after February 1, 2002, (iii) establish an advisory board consisting of
representatives selected by the Limited Partners and the limited partners of the
Domestic Fund, and (iv) modify certain other provisions of the Agreement, as
more fully set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned Partners agree as
follows:

         1. Effective Date of Amendment. This Amendment shall become effective
on the date on which each of the following has occurred: (a) this Amendment has
been signed and delivered by the General Partner and all of the Limited
Partners, (b) the Management Contract has been effectively amended in the form
attached hereto as Exhibit 3; and (c) the distributions contemplated by Section
7 of this Amendment have been received by the Limited Partners (such date, the
"Amendment Effective Date").

         2. Representations and Covenants by General Partner and Partnership.
The General Partner hereby represents and warrants that (i) the audited annual
financial statements of the



Partnership for the Partnership's fiscal years ended December 31, 1999 and
December 31, 2000, as audited by the Partnership's independent certified public
accountants and heretofore furnished to the Limited Partners, are complete and
correct in all material respects and fairly present the financial condition and
results of operations of the Partnership, at the dates and for the periods
indicated; (ii) the informational schedules entitled (A) "Summary - Incentive
Distributions of @Ventures Partners III, LLC from @Ventures III, LP and from
@Ventures Foreign Fund III, LP," (B) [***] Calculation - @Ventures III, LP and
@Ventures Foreign Fund III, LP, " and (C) "Financial Impact by Fund," as
prepared by the General Partner and attached hereto as Exhibit 2, are complete
and correct and fairly present the distributions to the Partners with respect to
the Distributable Securities, the calculation of the "carried interest" to the
General Partner entity (including the Escrow Amounts), fund cash to be returned,
and the other amounts set forth therein; (iii) the amounts specified on the
Partnership's unaudited balance sheet as of March 31, 2002, which is included in
Exhibit 2, for "Cash and cash equivalents" and "Restricted cash" are correct in
all material respects as of such date; and (iv) in the case of each of clauses
(i), (ii) and (iii) above such information does not contain any untrue
statements of material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were
made, not misleading. Notwithstanding the foregoing, no claim for a breach of
the representation and warranty in clause (i) above may be asserted based on the
omission from the Partnership's financial statements of any reference to the
failure to establish or fund the escrow account with respect to the Distributed
Securities contemplated by Section 5.2F of the Agreement. In addition, each of
the Partnership and General Partner (I) represents and warrants to the Limited
Partners that as of the Amendment Effective Date (as defined below) there are no
Committed Investments, and (II) covenants not to make or bind the Partnership to
any Committed Investments, Follow-on Investments, or other investments (other
than Temporary Investments) without the prior written approval of a Majority in
Interest of Limited Partners of the Partnership.

         3. Amendment to Section 2.5. Section 2.5 of the Agreement is hereby
amended to read in its entirety as follows:

               "2.5 Term.

                    The Partnership shall continue in full force and effect
               until  [***], unless extended or until earlier terminated
               pursuant to Section 11.1."

         4. Amendment to Section 3.1. The following paragraph is hereby added at
the end of Section 3.1:

               "Notwithstanding the foregoing, or any other provision of this
          Agreement, from and after the effective date ("Amendment Effective
          Date") of Amendment No. 2 to the Agreement of Limited Partnership of
          the Partnership dated as of June 7, 2002 (the "Second Amendment"), the
          General Partner and/or Partnership will not call for additional
          contributions from the Limited Partners in respect of their unfunded
          Capital Commitments for any or no reason, except for Management Fees
          in the event that the term of the Partnership is extended past [***]
          in accordance with Section 11.1(1)(x). If pursuant to Sections 6.5C
          and 11.1(1)(x), the term of the Partnership is

                                      - 2 -



          extended and a Management Fee is due, the Partners shall determine at
          that time the source of payment for such Management Fee in accordance
          with Section 11.1(1)(x)."

         5. Section 3.3 shall be deleted in its entirety and the following is
substituted therefor:

               "Section 3.3 [Intentionally Omitted.]

         6. Without the prior written approval of a Majority in Interest of
Limited Partners of the Partnership, the Partnership shall not (a) fund or
participate in any Bridge Financings or other investments, except for Temporary
Investments, or (b) borrow funds or guarantee any obligations or otherwise
encumber the Partnership's assets.

         7. Amendment to Section 5.2E. Section 5.2E of the Agreement is hereby
amended by adding, at the end thereof, the following paragraph:

               "Notwithstanding the foregoing, or any other provision of this
          Agreement (including without limitation, Section 5.3), in full
          satisfaction of the General Partner's "Excess Distribution Liability"
          (as defined below) solely relating to the Partnership's distribution
          of the Distributed Securities, the General Partner has contributed to
          the capital of the Partnership, in cash, $[***] (and deposited such
          amount into the Escrow Account, as described in Section 5.2F). Such
          amount shall be disbursed on the Amendment Effective Date as follows:
          (i) first, as has been requested by the Limited Partners, $[***] of
          such amount shall be paid to @Ventures Expansion Management LLC, in
          payment of management fees due from @Ventures Foreign Expansion Fund,
          L.P. to @Ventures Expansion Management LLC in respect of the period
          from February 1, 2002 to December 31, 2002; (ii) second, $[***] shall
          be distributed solely to the Limited Partners, in proportion to their
          respective Percentages of Contributed Capital, and (iii) third,
          $10,000 shall be paid to Hogan & Hartson LLP, counsel to the Limited
          Partners of the Partnership and to the limited partners of @Ventures
          Foreign Expansion Fund, L.P. "Excess Distribution Liability" shall
          mean the General Partner's obligation to pay to the Partners under
          Section 5.2E of the Agreement any amount relating to the Partnership's
          distribution of the Distributed Securities. In all other respects,
          this Section 5.2E shall remain in full force and effect."

         8. Amendment to Section 5.2F. Section 5.2F of the Agreement is hereby
amended by adding, at the end thereof, the following language:

          "Immediately prior to the Amendment Effective Date, the General
          Partner deposited $[***] in cash into the Escrow Account, and such
          amount shall be distributed at the times and in the manner described
          in Section 5.2E (as amended by the Second Amendment). Notwithstanding
          the foregoing or any other provision of the Agreement, from and after
          the Amendment Effective Date, the General Partner shall have no
          further obligations under this Section 5.2F relating to the
          Partnership's distribution of Distributed Securities. In all other
          respects, this Section 5.2F shall remain in full force and effect."

                                      - 3 -



         9. Amendment to Section 5.3. Section 5.3 of the Agreement is hereby
amended by adding, at the end thereof, the following sentence:

          "Notwithstanding any other provision of this Section 5.3, for purposes
          of calculating the balance in the General Partner's Capital Account
          pursuant to the third sentence of this Section, there shall be added
          to the General Partner's Capital Account an amount equal to $[***]
          (solely to offset previous allocations relating to the Distributed
          Securities, which resulted in the General Partner's obligations under
          Section 5.2E)."

         10. Amendment to Section 5.6B. Section 5.6B of the Agreement is hereby
amended to read in its entirety as follows:

               "B. From and after the Amendment Effective Date, Marketable
          Securities shall (i) if traded on a national securities exchange, be
          valued at the last sale price for such Marketable Securities on such
          exchange on the trading date immediately preceding the date of
          determination, or (ii) if the trading of such Marketable Securities is
          reported through the National Association of Securities Dealers
          Automated Quotation System, such Marketable Securities shall be the
          last closing "bid" price for such Marketable Securities as shown by
          the National Association of Securities Dealers Automated Quotation
          System on the trading date immediately preceding the date of
          determination."

         11. Addition of Section 5.10. The following Section 5.10 is hereby
added to the Agreement, immediately following Section 5.9:

               "5.10 General Partner Distributions and Payments; Amendment
          Effective Date Distributions.

                    A. From and after the Amendment Effective Date, the General
                Partner hereby waives its right to receive (i) any Incentive
                Distributions until such time as (x) the Limited Partners have
                received aggregate distributions from the Partnership pursuant
                to Article V, including distributions under Sections 5.2E and F
                (as amended hereby), equal to the aggregate amount of their
                Capital Contributions to the Partnership, and (y) it has waived,
                pursuant to this Section 5.10A, receipt of a total of $[***] of
                Incentive Distributions (the date on which the conditions in
                both clauses (x) and (y) have occurred, the "Waiver Date"), (ii)
                any associated allocations of Operating Income or Loss and
                Investment Gain or Loss to the extent attributable to the
                amounts waived pursuant to clause (i) of this Section 5.10A and
                (iii) any distributions upon liquidation in respect of its
                positive Capital Account to the extent of any portion of such
                Capital Account balance which is attributable to amounts waived
                pursuant to clauses (i) and (ii) of this Section 5.10A. From and
                after the Waiver Date, Incentive Distributions may be made to
                the General Partner, but only after (A) the Foreign Designee to
                the LP Advisory Board (as defined in Section 6.6 below) has
                reviewed the proposed distribution and determined that it is in
                accordance with the provisions of this Agreement, as amended
                hereby and giving effect to the foregoing waiver, and (B) such
                distribution has been approved by Two-Thirds in Interest of the
                Limited Partners.

                                      - 4 -



                    B. From and after the date that the Limited Partners have
               received aggregate distributions from the Partnership which are
               equal to their aggregate Capital Contributions, the Partnership,
               upon the recommendation of the Foreign Designee to the LP
               Advisory Board and with the prior approval of Two-Thirds in
               Interest of the Limited Partners, shall be authorized to, but not
               have the obligation to, cause the Partnership to pay, out of
               Partnership receipts, a bonus to the Principals (as defined in
               Section 6.4), in such amounts as Two-Thirds in Interest of the
               Limited Partners may determine, in their sole discretion.

                    C. The Partnership shall pay the fees and expenses of a
               single counsel to the Limited Partners in connection with the
               transactions contemplated by the Second Amendment in an amount
               equal to $10,000.00 on the Amendment Effective Date as set forth
               in Section 5.2E. The General Partner shall pay all legal,
               accounting and other fees and expenses relating to the Second
               Amendment, other than the fees and expenses of counsel to the
               Limited Partners.

         12. Amendments to Section 6.4. Section 6.4 of the Agreement is hereby
amended and restated in its entirety to read as follows:

               "If, on or before December 31, 2003, any of [***], or any person
          who has been substituted for any of the foregoing individuals upon the
          recommendation of the Foreign Designee to the LP Advisory Board and
          with the prior approval of Two-Thirds in Interest of the Limited
          Partners (individually, a "Principal" and collectively, the
          "Principals") (x) cease to be members of either the General Partner or
          the Management Company or otherwise cease to be actively involved on a
          substantially full time basis in the business of the Partnership, the
          Domestic Fund, the CMGI Funds, the Management Company, @Ventures
          Expansion Management LLC, @Ventures Expansion Fund, L.P., @Ventures
          Foreign Expansion Fund, L.P., CMGI @Ventures IV, LLC and any other
          future @Ventures investment entities of which CMGI is the sole
          investor, or (y) breach the covenant of the Principals contained in
          Section 7.1 (as amended by the Second Amendment) (any such event
          hereinafter referred to as a "Triggering Event"), prompt notice of
          such Triggering Event shall be given to all Limited Partners. At any
          time within ninety (90) days after receipt of notice of a Triggering
          Event, Two-Thirds in Interest of the Limited Partners may by an
          election in writing determine to put the Partnership into Continuity
          Mode. While in Continuity Mode, the General Partner shall continue to
          act on behalf of the Partnership to perform the functions of the
          General Partner with respect to the existing investments of the
          Partnership. At any time after commencement of the Continuity Mode (or
          such shorter period of time as may be agreed to by Two-Thirds in
          Interest of the Limited Partners), Two-Thirds in Interest of the
          Limited Partners may by an election in writing remove the General
          Partner or dissolve the Partnership.

               Each of [***] agrees that, during the period from the Amendment
          Effective Date through [***], he shall be engaged in the activities
          contemplated by the second sentence of Section 7.1 (as amended by the
          Second Amendment), he shall not be entitled to receive out of amounts
          paid by the Partnership to

                                      - 5 -



          the Management Company as management fees (or otherwise), [***], and
          that the Partnership [***] or any other person during such period
          (except pursuant to Section 5.10B). If a Triggering Event occurs as a
          result of (x) the Resignation (as hereinafter defined) of any of [***]
          from the management of the Partnership and the Domestic Fund on or
          before [***] (other than a Resignation following a termination of the
          Partnership or removal of the General Partner for reasons other than
          for cause relating to acts or omissions of such Principal), or (y) the
          breach by such Principal of his obligations under the second sentence
          of Section 7.1 of this Agreement (as amended by the Second Amendment)
          the applicable Principal shall pay, to the Partnership, as liquidated
          damages, within 30 days following the occurrence of such Triggering
          Event, an amount equal to (aa) [***] multiplied by (bb) [***], and the
          denominator of which is 22, provided that Two-Thirds in Interest of
          the Limited Partners may waive in any instance the payment of any such
          amount. Any amount so paid shall promptly be distributed to the
          Limited Partners in proportion to their Percentages of Contributed
          Capital. If any Principal fails to pay any such amount when due, such
          Principal shall also be responsible for the payment of the
          Partnership's and the Limited Partners' reasonable costs of collection
          with respect to such amount. As used herein, "Resignation" means a
          voluntary or involuntary termination of the applicable Principal's
          activities related to the management of the Partnership and the
          Domestic Fund, other than by reason of his death or ill health or as a
          result of the terminal illness of a spouse that causes such Principal
          to cease working in any professional capacity (including without
          limitation all work for the Partnership, any other @Ventures entity
          and otherwise)."

          13. Amendment to Section 6.5C.

               (a) Section 6.5C of the Agreement is hereby amended by adding at
          the end thereof the following language:

          "Notwithstanding the foregoing or any provision of the Management
          Contract to the contrary, with respect to all periods from and after
          February 1, 2002 through [***], the General Partner shall cause the
          Management Company to waive, and the Management Company by signing
          below hereby does waive, [***] Management Fees. If, pursuant to
          Section 11.1(1), the term of the Partnership is extended, the
          Management Fee for any such extension period payable to the Management
          Company shall be an amount mutually acceptable to the Management
          Company and the Partnership (any such Partnership approval shall
          require the consent of the Majority in Interest of Limited Partners of
          the Partnership), but in no event shall such fees exceed $[***] per
          year, and any such Management Fee shall be payable in semi-annual
          installments, on January 1 and July 1 of each year during the
          extension period. Notwithstanding any provision of this Agreement or
          the Management Contract to the contrary, the Management Contract shall
          automatically terminate on the last day of the Partnership term
          determined in accordance with Section 2.5."

                                      - 6 -



               (b) Section 6.5E of the Agreement is hereby amended by adding at
          the end thereof, the following sentence:

          "Notwithstanding the foregoing, any amount which, pursuant to this
          Section 6.5E, is to be retained by the Management Company, the General
          Partner and/or their respective Affiliates and credited against the
          Management Fee payable by the Partnership in respect of any period
          from and after the Amendment Effective Date through [***], shall
          instead be paid to the Partnership."

               (c) Section 6.5F of the Agreement is hereby amended by adding at
          the end thereof the following language:

          "Notwithstanding the foregoing, any amount which, pursuant to this
          Section 6.5F, is to be retained by the Management Company, the General
          Partner and/or their respective Affiliates and credited against the
          Management Fee payable by the Partnership in respect of any period
          after the Amendment Effective Date through [***], shall instead be
          paid to the Partnership."

         14. Addition of Section 6.6. The following Section 6.6 is hereby added
to the Agreement, immediately following Section 6.5:

               "6.6 LP Advisory Board.

                    A. There shall be established for the Partnership and the
               Domestic Fund an "LP Advisory Board," which shall consist of four
               persons, three of whom shall be designated by the limited
               partners of the Domestic Fund, by action of two-thirds in
               interest of limited partners of the Domestic Fund (each a
               "Domestic Designee" and collectively, the "Domestic Designees"),
               and one of whom shall be designated by the Limited Partners of
               the Partnership, by action of a Majority in Interest of Limited
               Partners of the Partnership (the "Foreign Designee"). The Foreign
               Designee may be removed or replaced at any time, for any reason
               or no reason, only by action of a Majority in Interest of Limited
               Partners of the Partnership. Any Domestic Designee may be removed
               or replaced at any time, for any reason or no reason, only by
               action of two-thirds in interest of the limited partners of the
               Domestic Fund.

                    B. The General Partner shall deliver the Foreign Designee
               reasonable advance notice (which shall be provided by electronic
               mail or in writing) in order to permit the Foreign Designee and
               the other members of the LP Advisory Board to participate (at
               their discretion, in person at the principal place of business of
               the Partnership or by means of telephone conference call) once
               per month in the General Partner's regularly scheduled weekly
               meeting, at which meeting the General Partner shall report on
               Partnership activities. A representative of CMG @Ventures III,
               LLC shall be entitled to attend and participate in all such
               monthly meetings, but shall not be a member of the LP Advisory
               Board.

                    C. The LP Advisory Board, working with the General Partner,
               shall establish requirements for periodic reports to be prepared
               by the General Partner and

                                      - 7 -



               provided on a regular basis to all Limited Partners in addition
               to the reports required under the other provisions of this
               Agreement.

                    D. The General Partner shall disclose in reasonable detail
               to the LP Advisory Board any potential conflicts of interest
               occurring on or after the Amendment Effective Date in any
               transaction or relationship (I) between the Partnership on the
               one hand and the General Partner, the Management Company and/or a
               Limited Partner on the other hand, (II) between the Partnership,
               on the one hand, and CMGI, Inc. or any of its Affiliates on the
               other hand, in connection with any investment or restructuring of
               an existing investment in a portfolio company or other related
               transaction in which both the Partnership and CMGI, Inc. or any
               of its Affiliates has an investment (other than, in the case of
               CMGI, Inc. or its Affiliates, required co-investments made by CMG
               @Ventures III, LLC and CMG @Ventures Expansion, LLC), or (III)
               between the Partnership and any other person or entity that the
               General Partner concludes should be disclosed to the LP Advisory
               Board for purposes of this Section 6.6D. Before proceeding with
               any transaction or relationship involving any such conflict of
               interest, (i) the General Partner shall seek advice from the LP
               Advisory Board regarding the proposed transaction or relationship
               and (ii) the Limited Partners shall have approved the proposed
               transaction or relationship (in the manner provided in the
               following sentence). The General Partner shall notify the Limited
               Partners in writing of the proposed transaction or relationship,
               and unless, prior to the last day of the 10-Business Day period
               following such notice, Limited Partners whose aggregate
               Percentage of Contributed Capital equals or exceeds 33 1/3% of
               all Limited Partners' Percentage of Contributed Capital shall
               have objected in writing to the General Partner to the proposed
               transaction or relationship, the Limited Partners shall be deemed
               to have approved the proposed transaction or relationship. In the
               event the General Partner obtains the requisite Limited Partner
               consent for a matter giving rise to a conflict of interest,
               neither it nor the Management Company nor any of their respective
               Affiliates shall have any liability to the Partnership or any
               Limited Partner in respect of such matter for actions taken in
               good faith by them to the extent that (a) such actions comply
               with any conditions imposed by the Limited Partners who are
               deemed to have approved the matter (as provided above), (b) any
               information furnished to and relied upon by the LP Advisory Board
               or the non-objecting Limited Partners in connection with such
               matter does not include any untrue statement of material fact or
               omit to state a material fact necessary in order to make the
               statements made, in light of the circumstances under which they
               were made, not misleading and (c) such actions did not constitute
               a breach by the General Partner of its fiduciary duty. Nothing in
               this Subsection 6.6D is intended to (nor shall it) bind CMGI
               and/or its Affiliates with respect to actions taken or proposed
               to be taken by it or them in connection with the matters
               described in clause (II) above.

                    E. The LP Advisory Board shall have such responsibilities
               and authority, in addition to those set forth in this Section
               6.6, as shall be specified in this Agreement (as amended hereby);
               provided, however, that in no event shall the LP Advisory Board,
               any Domestic Designee or Foreign Designee, or any Limited Partner
               of which such designee is a representative be deemed by virtue of
               its role with respect to the LP Advisory Board to take part in
               the management or control of the Partnership's affairs or to owe
               any fiduciary duty to the Partnership or any other Partner or
               person.

                                      - 8 -



                    F. Except to the extent otherwise expressly provided herein,
               (I) in order for the LP Advisory Board to make a recommendation
               with respect to the Partnership, any decision of the LP Advisory
               Board shall require the approval of the Foreign Designee (and for
               this purpose the vote of the Domestic Designees on any matter
               shall be disregarded), and (II) in order for the LP Advisory
               Board to make a recommendation with respect to the Domestic Fund,
               any decision of the LP Advisory Board shall require the approval
               of two-thirds (2/3) in number of the Domestic Designees (and for
               this purpose the vote of the Foreign Designee on any matter shall
               be disregarded).

                    G. The Foreign Designee shall be entitled to indemnification
               from the Partnership in respect of actions or omissions taken by
               him in such capacity, to the same extent that an Indemnitee is
               entitled to indemnification pursuant to Section 9.3 provided,
               however, that clauses (x) and (y) of the first sentence of
               Section 9.3 shall be deemed modified in the case of the Foreign
               Designee and its Affiliates to state that the only circumstance
               under which such Indemnitees shall not be entitled to
               indemnification or release thereunder shall be if a court of
               competent jurisdiction shall determine that such Indemnitee acted
               in bad faith. The Foreign Designee shall not be liable to the
               Partnership or any other Partner for any act or omission taken or
               suffered by the Foreign Designee in good faith.

         15. Amendment to Section 7.1. The first paragraph of Section 7.1 of the
Agreement is hereby amended to read in its entirety as follows:

               "The General Partner hereby agrees to use its best efforts in
          furtherance of the purposes and objectives of the Partnership and to
          devote to such purposes and objectives such of its time as shall be
          necessary for the management of the affairs of the Partnership. Until
          [***], each of the Principals agrees to use his best efforts in
          furtherance of the purposes and objectives of the Partnership, to
          devote such of his time as shall be necessary to the business of the
          Partnership, and to devote substantially all of his business time to
          the affairs of the Partnership, the Domestic Fund, the CMGI Funds, the
          Management Company, @Ventures Expansion Management LLC, @Ventures
          Expansion Fund, L.P., @Ventures Foreign Expansion Fund, L.P., CMGI
          @Ventures IV, LLC and other future @Ventures investment entities of
          which CMGI is the sole investor. Breach by any Principal of his
          obligations under the preceding sentence shall constitute a Triggering
          Event for purposes of Section 6.4, and the sole remedy of the
          Partnership and/or any Partner against such Principal for breach of
          such obligations shall be [***] pursuant to and in accordance with the
          second paragraph of Section 6.4."

         16. Amendment to Section 7.3. The following language is hereby inserted
at the end of Section 7.3:

               "The General Partner represents and warrants that, on the
          Amendment Effective Date there are, and prior to the Amendment
          Effective Date there have been, no side letters or similar
          arrangements ("Side Letters") between (X) (aa) the Partnership or the
          Domestic Fund, (bb) the General Partner or (cc) CMGI, Inc. or its
          Affiliates, but with

                                      - 9 -



          respect to CMGI, Inc. or any Affiliate solely in its capacity as a
          member of the General Partner or acting for or on behalf of the
          General Partner, on the one hand and (Y) any Limited Partner or any
          limited partner of the Domestic Fund (each, a "Fund Limited Partner"),
          or any Affiliate of any Fund Limited Partner, on the other hand,
          except for those Side Letters listed or described on Exhibit 4 hereto.
          The General Partner hereby undertakes to provide the Limited Partners,
          within ten (10) days after execution thereof, with copies of any Side
          Letters entered into after the Amendment Effective Date between (X)
          (aa) the Partnership or the Domestic Fund, (bb) the General Partner or
          (cc) CMGI, Inc. or its Affiliates, but with respect to CMGI, Inc. or
          any Affiliate solely in its capacity as a member of the General
          Partner or acting for or on behalf of the General Partner, on the one
          hand and (Y) any Fund Limited Partner or any Affiliate of a Fund
          Limited Partner, on the other hand (any such Side Letter, a "Future
          Side Letter"). To the extent that any Future Side Letter relates to
          the interest of a Fund Limited Partner in the Partnership or in the
          Domestic Fund, as applicable, and establishes rights or benefits in
          favor of such Fund Limited Partner or its Affiliates that are more
          favorable to such Fund Limited Partner or its Affiliates than the
          rights or benefits that are established in favor of any (other, if
          applicable) Limited Partner in the Partnership, then each of the
          (other, if applicable) Limited Partners in the Partnership shall be
          entitled hereby to the same rights granted in any such Side Letter to
          the same extent as if such Limited Partner entered into an identical
          Side Letter with the Partnership, the General Partner or CMGI, Inc. or
          its Affiliate, as applicable (to the extent such rights are reasonably
          applicable to such other Limited Partner), unless the Limited Partner
          notifies the Partnership in writing to the contrary within 30 days
          after it receives a copy of such Side Letter (provided that nothing
          contained herein shall bind the Domestic Fund or require the Domestic
          Fund to provide any rights or benefits to any Limited Partner of the
          Partnership).

               Without limiting the foregoing, the General Partner represents
          and warrants that neither it nor the Management Company has: (I)
          provided to any Fund Limited Partner any financial or nonfinancial
          incentive or inducement to execute the Second Amendment and/or the
          Limited Partner Release in the form attached hereto as Exhibit 1 (the
          "LP Release") (or the counterpart amendment and release documents for
          the Domestic Fund, a copy of which is attached as Exhibit 5), other
          than the arrangements described in the Second Amendment (or the
          counterpart amendment for the Domestic Fund); or (II) modified or
          agreed to modify the terms of the LP Release to be provided by any
          Limited Partner (or the counterpart release to be provided by any
          Domestic Fund limited partner).

               Neither the General Partner nor the Management Company shall (I)
          provide to any Fund Limited Partner any financial incentive or
          inducement to execute the Second Amendment and/or the LP Release (or
          the counterpart amendment and release documents for the Domestic
          Fund), other than the arrangements described in the Second Amendment
          (or the counterpart amendment for the Domestic Fund) or (II) modify
          the terms of the LP Release to be provided by any Limited Partner or
          the counterpart release to be provided by any Domestic Fund limited
          partner; provided, however, that this sentence shall not, and is not
          intended to, prevent or prohibit the General Partner on its own behalf
          or on behalf of any other party (other than the Partnership and/or the
          Domestic Fund) from: (x) providing payment of any amount to any person
          (including a Fund Limited Partner) in connection with the settlement
          of any litigation proceeding to which the General Partner

                                     - 10 -



          and/or any of its Affiliates is a party which has been commenced or is
          Imminent (as hereinafter defined) and the General Partner shall not be
          required to offer the benefits of any such payment to any Limited
          Partner pursuant to the second paragraph of Section 7.3; or (y)
          obtaining from a Fund Limited Partner a release on such terms as the
          General Partner may in its sole discretion determine in connection
          with the settlement of any litigation proceeding to which the General
          Partner and/or any of its Affiliates is a party which has been
          commenced or is Imminent, provided that if any such release relates
          primarily to matters which are included in the definition of "Released
          Claims" (as defined in the LP Release) and such release is more
          favorable to the releasing party than the terms of the LP Release, the
          General Partner shall offer the same release terms to all Limited
          Partners who previously executed LP Releases. As used herein, a
          litigation proceeding shall be considered to be "Imminent" if the
          General Partner and/or its Affiliates have received a complaint from
          the plaintiffs, regardless of whether the complaint has actually been
          filed in a court of law. The proviso included in clause (y) shall not
          be applicable in the event of settlement of claims to the extent that
          such claims do not relate to matters which are included in the
          definition of "Released Claims" (as defined in the LP Release).

               If the General Partner provides to any Fund Limited Partner any
          non-financial incentive or inducement to execute the Second Amendment
          and/or the LP Release (or the counterpart amendment and release
          documents for the Domestic Fund), the General Partner shall disclose
          in writing to the Limited Partners such incentive or inducement as
          provided in the second paragraph of this Section 7.3, and provide to
          the Limited Partners the benefits of such non-financial incentive or
          inducement to the extent provided in said second paragraph of this
          Section 7.3."

         17. Amendment to Section 11.1. Section 11.1(1) is hereby amended to
read in its entirety as follows:

                    "(1) [***], provided that: (x) the term of the Partnership
               may be extended at the written request of the General Partner,
               for up to three one-year terms, provided that any such extension
               shall be effective only if approved by Two-Thirds in Interest of
               the Limited Partners of the Partnership; and (y) the term of the
               Partnership may be earlier terminated at the election of the
               General Partner if @Ventures Foreign Expansion Fund, L.P. has
               been terminated;"

         18. Amendment to Section 11.2. The second sentence of Section 11.2 of
the Agreement is hereby amended and restated in its entirety to read as follows:

          "At any time during the wind up, liquidation and dissolution of the
          Partnership as provided in this Section 11.2, Two-Thirds in Interest
          of the Limited Partners may (i) remove the General Partner and replace
          it, at Partnership expense, with a liquidator, and/or (ii) require the
          General Partner and/or liquidator to use commercially reasonable
          efforts to set up a liquidating trust pursuant to Section 11.3 in
          order to accomplish an orderly liquidation of the Partnership's assets
          on commercially reasonable terms."

                                     - 11 -



         19. Amendment to Section 12.17. Section 12.17 of the Agreement is
hereby amended in its entirety to read in its entirety as follows:

          "The General Partner hereby waives and relinquishes any and all of its
          rights to any interests, payments or other rights to co-investments in
          securities of Portfolio Companies as set forth in Section 12.17 of the
          Agreement prior to or after the effective date of the Second
          Amendment."

         20. Consent to Amendment of Management Contract. The Limited Partners
hereby consent to the amendment of the Management Contract on the terms set
forth in that certain Amendment to Management Contract dated as of the date
hereof and substantially in the form attached hereto as Exhibit 3

         21. Confidentiality. The Limited Partners hereby confirm the
confidentiality agreements contained in Section 8.12 of their respective
Subscription Agreements, which confidentiality agreements shall be applicable to
the arrangements effectuated by this Amendment No. 2.

         22. Releases. Each Limited Partner signing this Amendment No. 2 has
delivered to the General Partner an executed Release, in the form and on the
terms of Exhibit 1 attached hereto. Each such Release shall automatically become
effective on the Amendment Effective Date.

         23. General Partner Legal Fees. No portion of the legal fees or other
expenses incurred by the General Partner in connection with the transactions
contemplated by this Amendment No. 2 will be borne by the Partnership.

         24. Ratification. In all other respects, the Agreement is hereby
ratified and confirmed and shall remain in full force and effect.

         25. Counterparts. This Amendment No. 2 may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


                            [Signature pages follow.]

                                     - 12 -



         IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2
as of the date first above written.

                                           GENERAL PARTNER:

                                           @VENTURES PARTNERS III, LLC

                                           By: /s/ Peter H. Mills
                                               ------------------
                                                   Authorized Managing Member

                                               Limited Partner:
                                               [***]

         Each of the undersigned is signing this Amendment No. 2, effective as
of the Amendment Effective Date, for the limited purposes of reflecting their
agreement to the matters specified in Section 12 of this Amendment No. 2 (with
respect to Section 6.4 of the Agreement) and Section 15 of this Amendment No. 2
(with respect to Section 7.1 of the Agreement), and for no other purpose.

[***]
- -------------------
[***]

         The undersigned is signing this Amendment No. 2, effective as of the
Amendment Effective Date, for the limited purpose of reflecting its Agreement to
the matters specified in Sections 13 and 16 of this Amendment No. 2 relating to
Sections 6.5 and 7.3, respectively, of the Agreement, including without
limitation, the waiver of Management Fees contemplated thereby.


@VENTURES MANAGEMENT, LLC


By: /s/ Peter H. Mills
    ------------------
        Authorized Member

                                     - 13 -

                                                                   EXHIBIT 10.71

                              AMENDMENT #8 TO LEASE

1.  Parties.

This Amendment, dated as of November 6, 2001, is between Andover Mills Realty
Limited Partnership ("Landlord") and CMGI, Inc. ("Tenant").

2.  Recitals.

2.1  Landlord and Tenant have entered into Lease, dated as of April 12, 1999,
for space in Brickstone Square in Andover, Massachusetts (as now or hereafter
amended, the "Lease"). Unless otherwise defined, terms used in this Amendment
have the same meanings as those used in the Lease.

2.2  Tenant wishes to lease a designated portion of the Premises as shown in
Exhibit "B-8" attached hereto and incorporated herein (the "Specified Surplus
Space"), with a rentable area agreed to contain 26,053 square feet, to Cambridge
Soundworks, Inc., or one of its affiliates (the "New Tenant"), and has requested
Landlord's help in the leasing and buildout process. In order to accomplish this
and other matters, for $10.00 and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree and the
Lease is amended as follows as of the date hereof, notwithstanding anything to
the contrary:

3.  Amendment.

3.1  For a term of six (6) months from the date of this Amendment (the "Surplus
Term"), in order to help Tenant lease the Surplus Space, Tenant grants to
Surplus Landlord the ongoing right from time to time to market and show the
Space and negotiate and enter into a new lease with the New Tenant for the
Specified Surplus Space (the "New Lease"), with a term of between five (5) and
ten (10) years plus any extensions, and "Buildout Costs" and "New Tenant Costs"
as set forth in Section 3.2(a) below. Landlord has no obligation to exercise any
of these rights. The "Buildout Costs" means Landlord's good faith estimate of
the third-party hard and soft costs of the improvements, modifications, and
tenant allowances to be performed and/or paid for by the lessor in connection
with or as a result of the initial buildout of Specified Surplus Space under
that New Lease (the "Buildout").

3.2  If Landlord enters into the New Lease for the Specified Surplus Space per
Section 3.1, Landlord will notify Tenant in writing, and then:

          (a) Within fifteen (15) days thereafter, Tenant will pay to or as
directed by Landlord the approved Buildout Costs for that New Lease as described
in Section 3.1 above, and leasing commissions for that New Lease (collectively,
the "New Tenant Costs") for ultimate payment by Landlord to the parties entitled
thereto as and when due, in addition to any rent payable by Tenant under the
Lease. Subject to the terms of this Amendment, the New Tenant Costs payable by
Tenant hereunder will not exceed Eight Hundred Eighty-five Thousand Eight




Hundred Two Dollars ($885,802).

          (b) Within thirty (30) days thereafter, Tenant will remove all of
Tenant's Property from the Specified Surplus Space and surrender vacant
possession of the Specified Surplus Space to Landlord in the condition required
by the Lease. Tenant's Property not removed by that date will be deemed
abandoned by Tenant in favor of Landlord. If the New Lease is validly terminated
before the "Start Date" (defined below), possession of the Specified Surplus
Space will be returned to Tenant in its then "as-is" state and will continue to
be part of the Premises subject to all of the terms of the Lease, Landlord will
deliver to Tenant (or credit against rent owed by Tenant under the Lease) any
security deposit from the New Tenant that has been delivered to and may be
retained and applied Landlord under that New Lease, and Landlord will cooperate
reasonably with Tenant (at no cost or Liabilities to Landlord) in Tenant's
enforcement of any claims against the New Tenant under that New Lease.

          (c) Landlord will supervise the performance of the Buildout to be
performed by the lessor under that New Lease, and at Tenant's request in each
instance will reasonably cooperate with and periodically report to Tenant to
keep Tenant informed as to the status of the Buildout, all at no additional
charge to Tenant. As consideration for Landlord's agreement above, Tenant hereby
waives and releases all claims of any type that it may have against Landlord or
any of its affiliated persons or entities in connection with the Buildout
(excluding any contractors or subcontractors), except for claims of Tenant
resulting from Landlord's failure to pay or cause to be paid any Buildout Costs
in excess of those for which Tenant is responsible hereunder. Subject to the
foregoing, Landlord will cooperate reasonably with Tenant (at no cost or
liability to Landlord) if Tenant wishes to assert claims against others in
connection with the Buildout. In addition to any other rights of Landlord,
Tenant acknowledges and agrees that Landlord, the New Tenant and their
respective professionals, contractors, subcontractors and representatives will
have the right to perform the Buildout and to enter the Specified Surplus Space
and other necessary areas of the Premises as may be necessary in connection
therewith. Subject to Section 3.2(b) above, once the New Lease is entered into
Landlord will have no obligations to Tenant with respect to that Specified
Surplus Space and Tenant will have no rights therein except as are specifically
set forth herein. Subject to Section 3.4 below, Tenant's surrender of possession
andlor the performance of the Buildout will not be deemed to be a termination of
the Lease in whole or in part nor will they operate to relieve, reduce or waive
any of Tenant's obligations under the Lease with respect to the payment of rent
or otherwise.

          (d) Tenant will not be responsible for any costs for the New Lease in
excess of the New Tenant Costs per Section 3.2(a) above unless Tenant fails to
pay the New Tenant Costs or fails to vacate and surrender possession of space as
and when required, or otherwise defaults hereunder or under the rest of the
Lease. Tenant acknowledges and agrees that its timely payment in full of the New
Tenant Costs and its surrender of vacant possession as and when required are
material inducements to Landlord to enter into this Amendment, and Tenant's
failure to do so will be a default under the Lease, and in addition to any other
rights and remedies of Landlord, Tenant will be responsible for any Liabilities
incurred by Landlord under that New Lease and/or in connection with that
Specified Surplus Space resulting therefrom

3.3  [INTENTIONALLY OMITTED]




3.4  Subject to the terms hereof, and despite the entry into the New Lease and
the earlier surrender of possession, the Lease will continue for the Specified
Surplus Space until the "Start Date" for that New Lease. The "Start Date" for
that New Lease will be the date that the New Tenant under that New Lease accepts
the Specified Surplus Space and occupies a substantial part of that space to
conduct business, or the rent commencement date occurs under that New Lease,
whichever is earlier. As of the Start Date: (a) the Lease will terminate and
expire as to that Specified Surplus Space only (and no other space) and the
agreed rentable area of the remainder of the Premises will be reduced by the
rentable area of that Specified Surplus Space; (b) Tenant' s parking rights
under the Lease will be reduced by 78 vehicles (26 of which will be assigned
spaces), as shown in Exhibit "A-8" attached hereto; and (c) provided that Tenant
has complied with Sections 3.2(a) and (b) above and is not otherwise in default,
Tenant's Percentage will be reduced by 2.77% and Tenant's obligation to pay rent
for that Specified Surplus Space for periods thereafter will terminate.

3.5  Amendment #6 to Lease, dated 4/17/2001, and Amendment #7 to Lease, dated
4/18/2001, both are deleted from the Lease and are null and void.

3.6  As a material inducement to Tenant to enter into this Amendment, Landlord
agrees that, as of the date hereof, Tenant owes no amounts to Landlord except
the rent due under the Lease and Tenant is not, to Landlord's knowledge, in
default under the Lease.

3.7  As a material inducement to Landlord to enter into this Amendment Tenant
agrees that, as of the date hereof, Landlord owes no amounts to Tenant under the
Lease and Landlord is not, to Tenant's knowledge, in default under the Lease,
and Tenant agrees, represents and warrants to Landlord that: Tenant has not
leased, subleased, assigned or conveyed the Specified Surplus Space or its
interests therein to anyone else and has not employed or engaged any brokers or
agents in connection therewith or in connection with this Amendment, and in
either case will not (and will not have the right or power to) do so during the
Surplus Term.

3.8  The Lease remains in full force and effect, and except as set forth in this
Amendment, the Lease remains unchanged. Time is of the essence in this Amendment
and the rest of the Lease and holding over will not be permitted. Except for the
representations and warranties specifically set forth in this Amendment, neither
party has made nor relied on any representations and warranties of any type,
express or implied, in connection with this amendment or its subject matter.
Landlord and Tenant are not partners or joint venturers nor are they agents of
the other. Landlord will not be deemed to have assumed any of Tenant's
Liabilities by reason of Landlord's exercise of or failure to exercise any of
its rights hereunder or under the rest of the Lease, and Landlord is under no
obligation to exercise any of its rights hereunder or to exercise them in any
particular manner, including, without limitation, showing, marketing or
negotiating for the lease of any of the Specified Surplus Space. Notwithstanding
anything to the contrary, and without limiting the generality of the foregoing,
Landlord may in its sole and absolute discretion show, market, negotiate or
lease any or all of its own space in the Project to or with existing New Tenant
or other prospective tenants before, during, after or in lieu of showing,
marketing, negotiating or leasing any of the Specified Surplus Space, regardless
of the effect on the leasing of the Specified Surplus Space, and without
incurring any Liabilities to Tenant or



anyone else. On Landlord's written request from time to time, Tenant will
promptly execute and deliver to Landlord amendments to this Lease and/or the
existing Notice of Lease evidencing the termination of the Lease with respect to
the Specified Surplus Space and the other matters provided for in this
Amendment. Tenant's failure to execute and deliver such amendments will not be a
condition to the effectiveness of such termination and the other matters
provided for in this Amendment.

     IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Amendment as of the date in Article 1 above.

CMGI, INC., a Delaware corporation


By: /s/ George A. McMillan
Name:  George A. McMillan
Title:  Chief Financial Officer
Authorized Signature

ANDOVER MILLS REALTY LIMITED PARTNERSHIP, a
Massachusetts limited partnership
By: Brickstone Square Realty, Inc., a Massachusetts
   corporation,
General Partner
By: /s/ Illegible
Name: Illegible
Title:

Authorized Signature

                                                                   EXHIBIT 10.72

                     LIMITED LIABILITY COMPANY AGREEMENT OF
                          @ VENTURES PARTNERS III, LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT of @ Ventures Partners III,
LLC (the "LLC"), dated as of June 30, 1999, is by and among the persons named on
Schedule A attached hereto, each of whom is designated as either a Capital
Member or a Managing Member.

         WHEREAS, CMG @ Ventures Capital Corp. formed the LLC as a limited
liability company pursuant to the Delaware Limited Liability Company Act, by the
filing, on May 27, 1998, in the Office of the Secretary of State of the State of
Delaware, of a Certificate of Formation for the LLC (the "Certificate"); and

         WHEREAS, effective as of the date hereof, the persons designated on
Schedule A as Managing Members have been admitted to the LLC; and

         WHEREAS, the Members desire to enter into this Agreement to set forth
the agreements among the Members with respect to the LLC, all as more fully set
forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the
agreements hereinafter set forth, the parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         The following capitalized terms used in this Agreement shall have the
respective meanings ascribed to them below:

         "Act" means the Delaware Limited Liability Company Act, in effect at
the time of the initial filing of the Certificate with the Office of the
Secretary of State of the State of Delaware, and as thereafter amended from time
to time.




         "Affiliate" shall mean, with respect to any specified person or entity,
(i) any person or entity that directly or indirectly controls, is controlled by,
or is under common control with such specified person or entity; (ii) any person
or entity that directly or indirectly controls 10% or more of the outstanding
equity securities of the specified entity or of which the specified person or
entity is directly or indirectly the owner of 10% or more of any class of equity
securities; (iii) any person or entity that is an officer of, director of,
manager of, partner in, or trustee of, or serves in a similar capacity with
respect to, the specified person or entity or of which the specified person or
entity is an officer, director, partner, manager or trustee, or with respect to
which the specified person or entity serves in a similar capacity; or (iv) any
person that is a spouse, mother, father, brother, sister or lineal descendant of
the specified person.

         "Agreement" means this Limited Liability Company Agreement as it may be
amended, supplemented, or restated from time to time.

         "Capital Account" means a separate account maintained for each Member
and adjusted in accordance with Treasury Regulations under Section 704 of the
Code. To the extent consistent with such Treasury Regulations, the adjustments
to such accounts shall include the following:

                  (i) There shall be credited to each Member's Capital Account
         the amount of any cash actually contributed by such Member to the
         capital of the LLC, the fair market value of any property contributed
         by such Member to the capital of the LLC, the amount of liabilities of
         the LLC assumed by the Member or to which property distributed to the
         Member was subject and such Member's share of the Net Profits of the
         LLC and of any items in the nature of income or gain separately
         allocated to the Members; and there shall be charged against each
         Member's Capital Account the amount of all cash distributions to such
         Member, the fair market value of any property distributed to such
         Member by the LLC, the amount of liabilities of the Member assumed by
         the LLC or to which property contributed by the Member to the LLC was
         subject and such Member's share of the Net Losses of the LLC and of any
         items in the nature of losses or deductions separately allocated to the
         Members.

                  (ii) If the LLC at any time distributes any of its assets
         in-kind to any Member, the Capital Account of each Member shall be
         adjusted to account for that Member's allocable share of the Net
         Profits, Net Losses or items thereof that would be realized by the LLC
         if it sold the assets that were distributed at their respective fair
         market values (taking Code Section 7701(g) into account) immediately
         prior to their distribution.


                                       -2-



                  (iii) If elected by the LLC in accordance with Section 6.01(b)
         hereof, at any time specified in Treasury Regulation Section
         1.704-1(b)(2)(iv)(f), the Capital Account balance of each Member shall
         be adjusted to the extent provided under such Treasury Regulation to
         reflect the Member's allocable share (as determined under Article V) of
         the items of Net Profits or Net Losses that would be realized by the
         LLC if it sold all of its property at its fair market value (taking
         Code Section 7701(g) into account) on the day of the adjustment.

         "Capital Member" shall refer severally to any person named as a Capital
Member in this Agreement and any person who becomes an additional, substitute or
replacement Capital Member as permitted by this Agreement, in such person's
capacity as a Capital Member of the LLC. "Capital Members" shall refer
collectively to all such persons in their capacities as Capital Members.

         "Carrying Value" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes; provided, however, that (i) the initial
Carrying Value of any asset contributed to the LLC shall be adjusted to equal
its gross fair market value at the time of its contribution and (ii) the
Carrying Values of all assets held by the LLC shall be adjusted to equal their
respective gross fair market values (taking Code Section 7701(g) into account)
upon an adjustment to the Capital Accounts of the Members described in paragraph
(iii) of the definition of "Capital Account." The Carrying Value of any asset
whose Carrying Value was adjusted pursuant to the preceding sentence thereafter
shall be adjusted in accordance with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(iv)(g).

         "Cause" shall mean, in connection with the termination of a Managing
Member's relationship with the Employer:

                  (i) conviction of, or plea of nolo contendere to, (A) a
         felony, whether or not business related, which may injure the business
         or reputation of the Employer, or (B) a crime of moral turpitude;

                  (ii) theft or embezzlement of assets of the Employer;

                  (iii) a material breach of any agreement between the Managing
         Member and the Employer including, without limitation, any violation of
         the covenants set forth in Sections 6.06 and 6.07 below;


                                       -3-



                  (iv) the willful and continued failure by the Managing Member
         to substantially perform his or her duties (other than as a result of
         incapacity due to physical or mental illness); or

                  (v) gross neglect of duties or responsibilities as an employee
         of the Employer, or as a Managing Member, or dishonesty or
         incompetence, or willful misconduct, which in any case adversely
         affects the business of the Employer, but only if there has been a good
         faith determination by a Majority in Number of the Voting Managing
         Members other than the subject Managing Member that such neglect or
         misconduct or dishonesty or incompetence has occurred.

         "Certificate" means the Certificate of Formation creating the LLC, as
it may, from time to time, be amended in accordance with the Act.

         "CMGI" means CMGI Inc., a Delaware corporation.

         "CMGI Fund" means CMG @ Ventures III, LLC, a Delaware limited liability
company.

         "CMGI Fund Agreement" means the Limited Liability Company Agreement of
the CMGI Fund, as from time to time amended and in effect.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Distributable Cash and Property", with respect to any particular
Investment shall mean, with respect to any fiscal period, the excess of all
receipts of cash and property of the LLC from such Investment, including
dividends or distributions in respect of such Investment, proceeds from a
capital transaction relating to such Investment, and any and all other sources
over the sum of:

                  (i) Any and all expenses of the LLC related directly or
         indirectly to such Investment, including an allocable share of the
         following types of LLC expenses:

                           (A) cash disbursements for all items which are
                  customarily considered to be "operating expenses";

                           (B) payments of interest, principal and premium and
                  points and other costs of borrowing under any indebtedness of
                  the LLC;


                                       -4-



                           (C) payments made to purchase inventory or capital
                  assets, and for capital construction, rehabilitation,
                  acquisitions, alterations and improvements;

                           (D) payments made to purchase or sell securities, and
                  brokerage commissions, finders fees and transaction costs; and

                           (E) amounts set aside as reserves for working
                  capital, contingent liabilities, replacements or for any of
                  the expenditures described in clauses (A), (B), (C) and (D)
                  above which are deemed by the Voting Managing Members (in
                  their reasonable discretion) to be necessary to meet the
                  current and anticipated future needs of the LLC; and

                  (ii) The amount of expenses described in clause (i) above that
         (A) are attributable to another Investment (the "Other Investment"),
         (B) are not paid from the receipts of cash and property attributable to
         the Other Investment as a result of the total expenses attributable to
         the Other Investment for the fiscal period exceeding the total receipts
         of cash and property attributable to the Other Investment for the
         fiscal period and (C) are paid from the receipts of cash and property
         in respect of the Investment for which the computation of Distributable
         Cash and Property is being made (the "First Investment"); provided,
         however, that if Distributable Cash and Property with respect to the
         First Investment is reduced as a result of this clause (ii), a
         corresponding amount of the next amount of Distributable Cash and
         Property with respect to the Other Investment shall be treated as a
         receipt attributable to the First Investment.

For purposes of determining Distributable Cash or Property in respect of any
particular Investment, the Voting Managing Members shall allocate all LLC
expenses of the types described in clauses (i) and (ii) above among all
Investments and among Other Cash Receipts in such manner as they may reasonably
determine.

         "Distributable Other Cash" means, with respect to any fiscal period,
the excess of Other Cash Receipts over the sum of the expenses (including those
described in clause (i) of the definition of "Distributable Cash and Property")
which the Voting Managing Members reasonably allocate to Other Cash Receipts.

         "Domestic Fund" means @ Ventures III, L.P., a Delaware limited
partnership.

         "Domestic Fund Agreement" means the Limited Partnership Agreement of
the Domestic Fund, as from time to time amended and in effect.


                                       -5-



         "Employer" shall mean, for any Managing Member, the LLC, any Fund, CMGI
or any Affiliate of any of them that employs the Managing Member on a
substantially full-time basis. For purposes of this Agreement, a Portfolio
Company shall not constitute an Affiliate of any of the LLC, any Fund or CMGI
(and a Managing Member shall not be deemed to be employed by an Employer if such
Managing Member is employed by a Portfolio Company), unless the Capital Member
specifically elects in writing to treat a Portfolio Company as an Affiliate and
such Portfolio Company falls within the definition of "Affiliate" set forth
above.

         "Event of Forfeiture" shall mean and shall be deemed to have occurred
in the event that:

                  (x) a Managing Member dies or becomes mentally or physically
         disabled (as determined by a physician licensed in the Commonwealth of
         Massachusetts, selected by the Voting Managing Members exclusive of any
         Managing Member which is the subject of the determination) or a
         conservator or guardian is appointed for the benefit of any Managing
         Member or his property;

                  (y) the relationship of such Managing Member to all Employers
         is terminated without Cause or for any reason other than the reasons
         specified in clauses (x) and (z) of this definition; or

                  (z) a Managing Member defaults in its obligation to make
         Capital Contributions to the LLC pursuant to Section 3.01 below and the
         Voting Managing Members exercise the remedy in Section 3.01(e), or the
         relationship of such Managing Member to the LLC is terminated with
         Cause (in accordance with the procedures described below), or is
         terminated by the Managing Member (each of the foregoing, a "Clause Z
         Event").

An Event of Forfeiture for a Managing Member whose relationship with all
Employers was terminated pursuant to clause (y) may thereafter occur if any
Clause Z Event occurs with respect to such Managing Member.

         "Follow-on Investment" shall have the meaning ascribed thereto in the
Domestic Fund Agreement, the Foreign Fund Agreement and the CMGI Fund Agreement.

         "Foreign Fund" means @ Ventures Foreign Fund III, L.P., a Delaware
limited partnership.


                                       -6-



         "Foreign Fund Agreement" means the Limited Partnership Agreement of the
Foreign Fund, as from time to time amended and in effect.

         "Funds" means the Domestic Fund, the Foreign Fund and the CMGI Fund,
and "Fund" means any one of the Funds.

         "Investment" means an investment in a Portfolio Company made by any
Fund, including without limitation a Follow-on Investment. As and when a Fund or
Funds makes an Investment, there shall be attached to this Agreement a Schedule
for such Investment, which shall reflect the information described in Section
3.03(a). Each such Schedule is hereinafter referred to as an "Investment
Schedule" and all such Schedules are referred to collectively as the "Investment
Schedules." The term "Investment" shall not include short-term investments made
by any Fund pending investments in securities of Portfolio Companies.

         "Investment Percentage Interest" means each Member's Percentage
Interest in an Investment, as specified on the Investment Schedule for such
Investment.

         "LLC" means the limited liability company formed pursuant to the
Certificate and this Agreement, as it may from time to time be constituted and
amended.

         "Majority in Number of the Voting Managing Members" means, with respect
to a particular action or matter, a majority in number of the Voting Managing
Members then entitled to vote on the action.

         "Managing Member" shall refer severally to any person named as a
Managing Member in this Agreement (whether a Voting Managing Member or a
Non-Voting Managing Member) and any person who becomes an additional, substitute
or replacement Managing Member as permitted by this Agreement, in such person's
capacity as a Managing Member of the LLC. "Managing Members" shall refer
collectively to all such persons in their capacities as Managing Members. Except
as expressly set forth in this Agreement, the rights, obligations and interests
of the Voting Managing Members and the Non-Voting Managing Members shall be
identical.

         "Member" shall refer severally to any person named as a Capital Member
or Managing Member in this Agreement and any person who becomes an additional,
substitute or replacement Capital Member or Managing Member as permitted by this
Agreement, in such person's capacity as a Member of the LLC. "Members" shall
refer collectively to all such persons in their capacities as Members.


                                       -7-



         "Net Profits" and "Net Losses" mean the taxable income or loss, as the
case may be, for a period as determined in accordance with Code Section 703(a)
computed with the following adjustments:

                  (i) Items of gain, loss, and deduction shall be computed based
         upon the Carrying Values of the LLC's assets (in accordance with
         Treasury Regulation Sections 1.704(b)(2)(iv)(g) and/or 1.704-3(d))
         rather than upon the assets' adjusted bases for federal income tax
         purposes;

                  (ii) Any tax-exempt income received by the LLC shall be
         included as an item of gross income;

                  (iii) The amount of any adjustments to the Carrying Values of
         any assets of the LLC pursuant to Code Section 743 shall not be taken
         into account;

                  (iv) Any expenditure of the LLC described in Code Section
         705(a)(2)(B) (including any expenditures treated as being described in
         Section 705(a)(2)(B) pursuant to Treasury Regulations under Code
         Section 704(b)) shall be treated as a deductible expense;

                  (v) The amount of items of income, gain, loss or deduction
         specially allocated to any Members pursuant to Section 5.02 shall not
         be included in the computation; and

                  (vi) The amount of any items of Net Profits or Net Losses
         deemed realized pursuant to paragraphs (ii) and (iii) of the definition
         of "Capital Account" shall be included in the computation.

         "Non-Voting Managing Member" shall refer severally to any Managing
Member identified as a Non-Voting Managing Member on Schedule A hereto and any
person who becomes an additional, substitute or replacement Non-Voting Managing
Member as permitted by this Agreement, in such person's capacity as a Non-Voting
Managing Member of the LLC. "Non-Voting Managing Members" shall refer
collectively to all such persons in their capacities as Non-Voting Managing
Members.

         "Other Cash Receipts" means cash receipts of the LLC, exclusive of
capital contributions of the Members, which the Voting Managing Members
reasonably determine are not allocable to Investments.


                                       -8-



         "Percentage Interest" shall be the percentage interest of a Member set
forth in Schedule B, as amended from time to time, and subject to adjustment
pursuant to Sections 3.04, 8.02 and 8.03.

         "Permitted Transferee" means (A) any Member; (B) any spouse, parent,
lineal descendant, brother, sister, or spouse of a brother or sister of a
Member; (C) any trust, corporation or partnership or other entity in which any
Member and/or one of the persons designated in clause (B) is a principal,
beneficiary, majority stockholder, member or limited or general partner with an
aggregate interest in profits and losses of greater than fifty percent; (D)
grantors or beneficiaries of a trust which is (or of which the trustees thereof
are, in their capacities as trustees) a Member; or (E) charitable foundations
created or primarily endowed by a Member or a member of his or her family.

         "Portfolio Company" means the issuer of any security in which any Fund
has invested, other than issuers in which the Fund has made short-term
investments pending the making of long-term investments.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Vesting Commencement Date" means, for each Managing Member, the
Vesting Commencement Date specified on Schedule A attached hereto.

         "Vesting Escrow" shall have the meaning ascribed thereto in Section
4.02.

         "Vested Percentage" means, for any Managing Member, a fraction
(expressed as a percentage) the numerator of which is the number of whole
calendar quarters that have elapsed between such Managing Member's Vesting
Commencement Date and the date of determination and the denominator of which is
20; provided, however, that in no event shall a Managing Member's Vested
Percentage exceed 100%.

         "Voting Managing Member" shall refer severally to any Managing Member
identified as a Voting Managing Member on Schedule A hereto and any person who
becomes an additional, substitute or replacement Voting Managing Member as
permitted by this Agreement, in such person's capacity as a Voting Managing
Member of the LLC. "Voting Managing Members" shall refer collectively to all
such persons in their capacities as Voting Managing Members.


                                       -9-



                                   ARTICLE II

                               GENERAL PROVISIONS

         2.01 Formation of Limited Liability Company; Foreign Qualification. The
Capital Member formed the LLC as a limited liability company under the Act on
May 27, 1998, by the filing on such date of the Certificate in the Office of the
Secretary of State of the State of Delaware.

         Prior to the LLC's conducting business in any jurisdiction other than
the State of Delaware, the LLC shall comply, to the extent procedures are
available, with all requirements necessary to qualify the LLC as a foreign
limited liability company in each such jurisdiction where foreign qualification
is either necessary or appropriate. Each Member shall execute, acknowledge,
swear to and deliver all certificates and other instruments conforming to this
Agreement that are necessary or appropriate to qualify, or, as appropriate, to
continue or terminate the foreign qualification of, the LLC as a limited
liability company in all such jurisdictions in which the LLC may conduct
business.

         2.02 Name of the LLC. The name of the LLC shall be @ Ventures Partners
III, LLC.

         2.03 Business of the LLC. The general character of the business of the
LLC is to (a) serve as the general partner of each of the Domestic Fund and the
Foreign Fund, (b) serve as the Managing Member of the CMGI Fund, (c) own a
limited liability company interest in Covestco-Ateura, LLC, and (d) engage in
any activities directly or indirectly related or incidental thereto which may be
lawfully conducted by a limited liability company formed under the laws of the
State of Delaware.

         2.04 Place of Business of the LLC; Resident Agent. The address of the
principal place of business of the LLC, and the office at which the LLC will
maintain its records is 100 Brickstone Square, Andover, Massachusetts 01810. the
LLC's registered office in Delaware is c/o Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware, 19810, and the LLC's registered agent for
service of process in Delaware is Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware, 19810. The Voting Managing Members may at any time and
from time to time change the LLC's principal place of business, establish
additional places of business, change the LLC's registered agent or registered
office in Delaware, and in each case shall promptly provide notice of any of
such actions (identifying all such offices and agents) to all Members.


                                       -10-



         2.05 Duration of the LLC. The term of the LLC commenced on May 27,
1998, and the LLC shall have perpetual existence, unless earlier terminated in
accordance with Article IX hereof.

         2.06 Members' Names and Addresses. The name and address of each Member
are set forth on Schedule A. Additional Members may be admitted in accordance
with the procedures specified in Article VIII. A Member may not resign from the
LLC at any time.

         2.07 No Partnership. The LLC is not intended to be a general
partnership, limited partnership or joint venture, and no Member shall be
considered to be a partner or joint venturer of any other Member, for any
purposes other than foreign and domestic federal, state, provincial and local
income tax purposes, and this Agreement shall not be construed to suggest
otherwise.

         2.08 Title to LLC Property. All property owned by the LLC, whether real
or personal, tangible or intangible, shall be deemed to be owned by the LLC as
an entity, and no Member, individually, shall have any ownership of such
property. The LLC may hold any of its assets in its own name or in the name of
its nominee, which nominee may be one or more trusts. Any property held by a
nominee trust for the benefit of the LLC shall, for purposes of this Agreement,
be treated as if such property were directly owned by the LLC.

         2.09 Nature of Member's Interest. The interests of all of the Members
in the LLC are personal property and shall not, under any circumstances, be
considered real property.

         2.10 Investment Representations. Each Member, by execution of this
Agreement or an amendment hereto reflecting such Member's admission to the LLC,
hereby represents and warrants to the LLC that:

                  (a) It is acquiring an interest in the LLC for its own account
         for investment only, and not with a view to, or for sale in connection
         with, any distribution thereof in violation of the Securities Act or
         any rule or regulation thereunder.

                  (b) It understands that (i) the interest in the LLC it is
         acquiring has not been registered under the Securities Act or
         applicable state securities laws and cannot be resold unless
         subsequently registered under the Securities Act and such laws or
         unless an exemption from such registration is available, (ii) such
         registration under the



                                       -11-



         Securities Act and such laws is unlikely at any time in the future and
         neither the LLC nor the Members are obligated to file a registration
         statement under the Securities Act or such laws, and (iii) the
         assignment, sale, transfer, exchange, or other disposition of the
         interests in the LLC is restricted in accordance with the terms of this
         Agreement.

                  (c) It has had such opportunity as it has deemed adequate to
         ask questions of and receive answers from representatives of the LLC
         concerning the LLC, and to obtain from representatives of the LLC such
         information which the LLC possesses or can acquire without unreasonable
         effort or expense, as is necessary to evaluate the merits and risks of
         an investment in the LLC.

                  (d) It has, either alone or with its professional advisers,
         sufficient experience in business, financial and investment matters to
         be able to evaluate the merits and risks involved in investing in the
         LLC and to make an informed investment decision with respect to such
         investment.

                  (e) It can afford a complete loss of the value of its
         investment in the LLC and is able to bear the economic risk of holding
         such investment for an indefinite period.

                  (f) If it is an entity, (i) it is duly organized, validly
         existing and in good standing under the laws of its jurisdiction of
         organization, (ii) it has full organizational power to execute and
         deliver this Agreement and to perform its obligations hereunder, (iii)
         its execution, delivery and performance of this Agreement has been
         authorized by all requisite action on behalf of the entity, and (iv) it
         has duly executed and delivered this Agreement.

                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

         3.01     Capital Contributions.

                  (a) Each Member shall be required to contribute capital to the
         LLC in accordance with this Section 3.01.

                  (b) As and when the LLC is required to contribute capital to
         any Fund, each Member shall contribute to the LLC his or its
         proportionate share of the amount required to be contributed by the LLC
         to such Fund, determined in the manner


                                       -12-



          hereinafter provided. Each of the Members hereby acknowledges that it
          has received copies of the CMGI Fund Agreement, the Domestic Fund
          Agreement and the Foreign Fund Agreement, that it has read each of
          such Agreements, and understands the LLC's obligations thereunder,
          including without limitation, the LLC's obligations to make capital
          contributions to each of the Funds and to fund certain escrow
          accounts.

                           (i) With respect to any routine call for capital by
                  any Fund (which capital calls the Members acknowledge are
                  generally, but not always, called for on a quarter annual
                  basis), each Member shall contribute a portion of the total
                  amount called for based on his Percentage Interest in the LLC
                  on the date on which such capital is required to be
                  contributed by the LLC to the Fund. Notwithstanding the
                  foregoing, the Voting Managing Members may, in respect of any
                  particular call for capital, determine to modify each Member's
                  share of the contribution to be made by such Member to the LLC
                  if the Voting Managing Members reasonably determine that the
                  amounts called for by any Fund relate in whole or in part to a
                  Follow-on Investment, in which case the portion of the
                  contributions which relate to such Follow-on Investment shall
                  be contributed by the Members in accordance with their
                  respective Investment Percentage Interests in such Follow-on
                  Investment. The Voting Managing Members may also make other
                  equitable adjustments to the portion to be contributed by each
                  Member to the LLC in respect of Investments to be made by the
                  Funds to take into account similar factors.

                           If any Member is admitted to the LLC during any
                  calendar quarter, such Member shall be required to contribute
                  to the LLC an amount equal to (x) the aggregate amount of the
                  sum of (I) any contributions made by the other Members to the
                  LLC during or with respect to such calendar quarter pursuant
                  to this Section 3.01(b)(i) plus (II) the unspent amount, if
                  any, of the capital contributions made by the Members to the
                  LLC in previous quarters multiplied by (y) such Member's
                  Percentage Interest in the LLC. The amount so contributed by
                  such Member shall be distributed to the other Members
                  (exclusive of Members whose Percentage Interests have been
                  reduced to zero), so that, following the admission of such
                  additional Member, all Members will have contributed a portion
                  of the amount described in clause (x) of the preceding
                  sentence equal to their respective Percentage Interests in the
                  LLC as in effect immediately following such admission.

                           (ii) With respect to any amount required to satisfy
                  the LLC's obligations under Section 5.2E of the Domestic Fund
                  Agreement [clawback obligation], or Section 5.2E of the
                  Foreign Fund Agreement [clawback



                                       -13-



                  obligation], each Member shall contribute a portion of the
                  total amount called for based on the aggregate amount of
                  distributions received by such Member from the LLC which are,
                  in the reasonable judgment of the Voting Managing Members,
                  attributable to the Domestic Fund and the Foreign Fund,
                  respectively, as compared to the aggregate amount of
                  distributions received by all Members from the LLC which are,
                  in the reasonable judgment of the Voting Managing Members,
                  attributable to the Domestic Fund and the Foreign Fund,
                  respectively. Notwithstanding the foregoing, in no event shall
                  any Member be obligated to contribute to the LLC any amount
                  pursuant to this clause (ii) in excess of the total amount of
                  distributions received by (or held in the Vesting Escrow for
                  the benefit of) such Member from the LLC. The obligation of
                  each Member to make contributions pursuant to this Section
                  3.01(b)(ii) shall survive the withdrawal, resignation or
                  default (as described in Section 3.01(e) below) of any Member,
                  and the occurrence of an Event of Forfeiture of any Member.
                  The LLC may contribute to the Domestic Fund or the Foreign
                  Fund on behalf of any Member any amounts held in a Vesting
                  Escrow on behalf of such Member, in respect of such Member's
                  obligations under this Section 3.01(b)(ii).

                           (iii) As and when the LLC is required to deposit
                  amounts into the escrow account established pursuant to
                  Section 5.2F of the Domestic Fund Agreement or Section 5.2F of
                  the Foreign Fund Agreement, the Voting Managing Members may
                  determine to call for contributions of cash to the LLC to
                  enable the LLC to satisfy any such obligation. Each Member
                  shall contribute a portion of the amount which the Voting
                  Managing Members so determine to call, based on the aggregate
                  amount of distributions received by such Member from the LLC
                  which are, in the reasonable judgment of the Voting Managing
                  Members, attributable to the Domestic Fund and the Foreign
                  Fund, respectively, as compared to the aggregate amount of
                  distributions received by all Members from the LLC which are,
                  in the reasonable judgment of the Voting Managing Members,
                  attributable to the Domestic Fund and the Foreign Fund,
                  respectively. In no event shall any Member be obligated to
                  contribute to the LLC any amount pursuant to this clause (iii)
                  in excess of the total amount of distributions received by (or
                  held in the Vesting Escrow for the benefit of) such Member
                  from the LLC. The obligation of each Member to make
                  contributions pursuant to this Section 3.01(b)(iii) shall
                  survive the withdrawal, resignation or default (as described
                  in Section 3.01(e) below) of any Member, and the occurrence of
                  an Event of Forfeiture of any Member. The LLC may contribute
                  to the Domestic Fund or the Foreign Fund on behalf of any
                  Member any amounts held in a Vesting Escrow on behalf of such
                  Member, in respect of such Member's obligations under this
                  Section 3.01(b)(iii).


                                       -14-




                  (c) The Voting Managing Members may call for capital for other
         LLC purposes as they may from time to time reasonably determine, and
         any capital called for pursuant to this Section 3.01(c) shall be
         contributed by the Members in proportion to their respective Percentage
         Interests on the date on which such capital is called for.

                  (d) The Voting Managing Members shall call for capital from
         all Members for the purposes specified in this Section 3.01 from time
         to time as needed. In connection with any such call, the Voting
         Managing Members shall provide to each Member notice of a call for
         capital (which notice may be given in writing or by electronic mail),
         which notice shall specify the aggregate amount called for from the
         LLC, a general statement of the purposes for which such capital call is
         being made, each Member's share of the total amount called for, and the
         date on which the capital contribution is due (which date shall, to the
         extent reasonably practicable, be not less than 10 days after the date
         of the notice).

                  (e) Any contribution of capital which is not made when due
         shall bear interest at the prime rate of interest announced from time
         to time by The Wall Street Journal plus 1% per annum, until paid in
         full. Without limiting the foregoing, if a Member fails to satisfy his,
         her or its capital contribution obligation as required under this
         Section 3.01 in a timely manner, the LLC may exercise any rights it may
         have under the Act or otherwise at law or in equity, and shall also
         have the rights provided in this Section 3.01(e). In any such event, a
         Majority in Number of the Voting Managing Members (determined exclusive
         of the Member which has defaulted in his capital contribution
         obligation) may (but shall not be obligated to) cause the LLC to
         deliver to such Member a notice ("Default Notice") making reference to
         the Member's failure to contribute capital to the LLC, and to this
         Section 3.01(e). If the defaulting Member fails to fund such capital
         contribution obligation within five business days after the date of
         delivery of the Default Notice, then an Event of Forfeiture shall be
         deemed to have occurred with respect to such Member, with the
         consequences specified in Section 3.04 below.

                  (f) The LLC shall maintain written records indicating the
         amount of capital contributed by each Member to the LLC.

                  (g) The LLC may elect to withhold from any amounts which are
         otherwise distributable to a Member in accordance with the terms of
         this Agreement any amount which such Member may be required to
         contribute to the LLC pursuant to this Section 3.01. In the event the
         LLC so withholds, for all purposes of this Agreement the Member with
         respect to whom the withholding occurs shall be treated as if he had



                                       -15-




         been distributed such amount in accordance with Article IV hereof and
         then recontributed such amount pursuant to this Section 3.01.

         3.02 No Additional Capital. Except as provided in this Article III, no
Member shall be obligated or permitted to contribute any additional capital to
the LLC. No interest shall accrue on any contributions to the capital of the
LLC, and no Member shall have the right to withdraw or to be repaid any capital
contributed by it or to receive any other payment in respect of its interest in
the LLC, including without limitation as a result of the withdrawal or
resignation of such Member from the LLC, except as specifically provided in this
Agreement.

         3.03 Anticipated Operations of the LLC.

                  (a) As and when any Fund acquires an Investment, the Managing
         Members shall create an Investment Schedule for such Investment, which
         shall be attached to this Agreement. The Investment Schedule for each
         Investment shall reflect (a) the Fund or Funds making the acquisition,
         (b) the Portfolio Company issuing the securities, (c) the Acquisition
         Date, (d) the number and class or series of shares of such securities,
         (d) the purchase price and/or other consideration payable by each Fund,
         (e) the Investment Percentage Interest of each of the Members in such
         Investment (determined in the manner hereinafter provided) and (f) such
         other information, if any, as the Managing Members may deem
         appropriate.

                  (b) The Investment Percentage Interest of the Capital Member
         in each Investment (including Follow-on Investments) shall at all times
         equal 10%.

                  (c) (i) Subject to Sections 3.03(c)(ii) and (iii) and 3.04,
         the Investment Percentage Interest of each Managing Member for whom an
         Event of Forfeiture has not occurred shall equal 90% multiplied by a
         fraction (x) the numerator of which shall equal such Managing Member's
         Percentage Interest at the beginning of the calendar quarter in which
         the Investment was made (the "Applicable Quarter") and the denominator
         of which shall equal the aggregate Percentage Interests at the
         beginning of the Applicable Quarter for all Managing Members exclusive
         of those for whom an Event of Forfeiture has occurred. The Investment
         Percentage Interest of each Managing Member in each Investment shall be
         subject to reduction upon the occurrence of an Event of Forfeiture.

                           (ii) Notwithstanding Section 3.03(c)(i), if any Fund
                  makes a Follow-on Investment, the Investment Percentage
                  Interests of the Managing Members in such Follow-on Investment
                  shall be their Investment Percentage



                                       -16-



                  Interests then in effect for other investments in the same
                  Portfolio Company (except that the Investment Percentage
                  Interest in any Follow-on Investment for any Managing Member
                  for whom an Event of Forfeiture has occurred shall be zero).

                           (iii) Notwithstanding Section 3.03(c)(i), Brad
                  Garlinghouse, David J. Nerrow, Jr. and Denise W. Marks, who
                  were admitted to the LLC as of January 11, 1999, February 3,
                  1999 and March 1, 1999, respectively, shall be entitled to
                  participate in those Investments made by the Fund prior to the
                  respective dates on which they were admitted to the LLC, and
                  their respective Investment Percentage Interests in such
                  investments are reflected on the Investment Schedules with
                  respect to such Investments, and all of the Members hereby
                  consent to such participation.

         3.04 Event of Forfeiture.

                  (a) Each Managing Member's Percentage Interest and Investment
         Percentage Interest in each Investment are subject to adjustment upon
         the occurrence of an Event of Forfeiture with respect to such Managing
         Member, as provided in this Section 3.04. In no event shall the
         provisions of this Section 3.04 be applicable to the interest of the
         Capital Member.

                  (b) Upon the occurrence of an Event of Forfeiture with respect
         to a Managing Member:

                           (i) Such Managing Member's Percentage Interest in the
                  LLC shall, from and after the date of the Event of Forfeiture,
                  be reduced to zero, and the Percentage Interest in the LLC of
                  all other Managing Members (exclusive of any Managing Member
                  for whom an Event of Forfeiture has occurred) shall be
                  increased by an aggregate amount equal to the amount of the
                  Percentage Interest of the Managing Member for whom the Event
                  of Forfeiture has occurred (such increase to be allocated
                  among them in proportion to their respective Percentage
                  Interests immediately prior to the adjustment contemplated
                  hereby).

                           (ii) If the Event of Forfeiture is not a Clause Z
                  Event, such Managing Member's Investment Percentage Interest
                  in each Investment in which such Managing Member participates
                  shall be reduced to a Percentage determined by multiplying the
                  Managing Member's initial Investment Percentage Interest by
                  such Managing Member's then Vested Percentage; and, if the
                  Event of Forfeiture is a Clause Z Event, such Managing
                  Member's Investment



                                       -17-



                  Percentage Interest in each Investment in which such Managing
                  Member participates shall be reduced to zero. The Investment
                  Percentage Interest in each Investment of all other Managing
                  Members (exclusive of any Managing Member for whom an Event of
                  Forfeiture has occurred) participating in such Investment
                  shall be increased by an aggregate amount equal to the amount
                  of the reduction in the Investment Percentage Interest of the
                  Managing Member for whom the Event of Forfeiture has occurred
                  (such increase to be allocated among them in proportion to
                  their respective Investment Percentage Interests in such
                  Investment immediately prior to the adjustment contemplated
                  hereby).

                           (iii) Any amount held in any Vesting Escrow for the
                  benefit of such Managing Member shall be forfeited. Amounts so
                  forfeited shall (subject to the provisions of this Section
                  3.04 and Section 4.02), on an Investment by Investment basis,
                  be allocated to all other Managing Members (exclusive of any
                  Managing Member for whom an Event of Forfeiture has occurred)
                  participating in each such Investment (such distributions to
                  be allocated among them in proportion to their respective
                  Investment Percentage Interests in each such Investment
                  immediately prior to the adjustment contemplated hereby).

                           (iv) Such Managing Member (whether Voting or
                  Non-Voting) shall have no right to vote on or participate in
                  any decision or matter on or in which Managing Members are
                  entitled to vote or participate and such Managing Member shall
                  be disregarded for all purposes in determining the number of
                  Managing Members which constitute a Majority in Number of the
                  Voting Managing Members or the number or percentage or
                  Managing Members entitled to vote on any matter, as the case
                  may be.

                  (c) A Managing Member with respect to whom an Event of
         Forfeiture has occurred: (i) shall not be entitled to participate in
         any Investment acquired by the LLC (including without limitation, a
         Follow-on Investment) made by the LLC after the date of the Event of
         Forfeiture; (ii) shall not be required to make subsequent capital
         contributions to the LLC from and after the date of the Event of
         Forfeiture, except for capital contributions required pursuant to
         Section 3.01(b)(ii) and (iii); and (iii) shall automatically and
         without any action on the part of the LLC, such Managing Member or any
         other Member, be deemed to have withdrawn from the LLC on the first
         date on which the LLC no longer owns any Investment in which such
         Managing Member has an Investment Percentage Interest.

                  The Voting Managing Members shall make all determinations
         under this Section 3.04 (including determinations as to when and
         whether an Event of Forfeiture has occurred, and the reduction in the
         Percentage Interest and Investment Percentage



                                       -18-



         Interests of the affected Managing Member in connection therewith), in
         their reasonable discretion.

                  (d) Notwithstanding the foregoing, the interest of Denise W.
         Marks shall not be subject to the provisions of this Section 3.04 and
         such interest shall not be subject to forfeiture, reduction or
         modification upon the occurrence of an Event of Forfeiture with respect
         to Ms. Marks.


                                   ARTICLE IV

                                  DISTRIBUTIONS

         4.01 Distribution of Distributable Cash and Property and Distributable
Other Cash.

                  (a) Distributable Cash and Property of the LLC shall be
         distributed on an Investment by Investment basis, at such times and in
         such amounts as the Voting Managing Members may in their reasonable
         discretion determine. Any non-cash distributions made to the Members
         shall be valued at their respective fair market values, as determined
         by the Voting Managing Members in good faith and in a manner consistent
         with the valuation procedures established in the Domestic Fund
         Agreement and the Foreign Fund Agreement. Distributable Other Cash
         shall be distributed, in such amounts as the Voting Managing Members
         may determine, not less frequently than quarterly, within 30 days
         following the last day of each fiscal quarter of the LLC.

                  (b) Subject to the provisions of Sections 4.02 and
         9.02(b)below: (i) Distributable Cash and Property related to an
         Investment shall be distributed to the Members in proportion to their
         respective Investment Percentage Interests in such Investment on the
         date the LLC makes such distribution; and (ii) Distributable Other Cash
         shall be distributed to the Members in proportion to their respective
         Percentage Interests on the date the LLC makes such distribution.

                  (c) The Voting Managing Members will use reasonable efforts to
         cause the LLC to distribute to each Member in each year the Tax
         Distribution Amount (as defined below), which amount shall be treated
         as an advance against future distributions to such Member pursuant to
         Section 4.01(b) above. The Tax Distribution Amount shall equal an
         amount which, when added to all distributions previously made to the
         Member pursuant to this Section 4.01 from the inception of the LLC,
         equals the product of (i) the Member's allocable share of the net
         taxable income of the LLC



                                       -19-



         computed on an aggregate cumulative basis from the inception of the LLC
         and (ii) the highest combined marginal rate of federal and
         Massachusetts state income tax applicable to individuals for any year
         since the inception of the LLC. Separate Tax Distribution Amounts shall
         be computed with respect to each Investment, and, to the extent
         practicable, the required distribution of the Tax Distribution Amount
         attributable to a particular Investment for a particular period shall
         be satisfied by a distribution of Distributable Cash and Property
         attributable to such Investment. To the extent that the required
         distribution of the Tax Distribution Amount attributable to a
         particular Investment is satisfied by a distribution of Distributable
         Cash and Property attributable to another Investment, rules similar to
         those set forth in clause (ii) of the definition of "Distributable Cash
         and Property" shall apply.

         4.02 Vesting Escrow.

                  (a) Notwithstanding the provisions of Section 4.01 above, the
         LLC shall distribute to each Managing Member on the date of any
         distribution only that portion of any Distributable Cash and Property
         to which he is entitled which is equal to his Vested Percentage of such
         amount. Any portion of any distribution which is not distributed as a
         result of the operation of this Section 4.02(a) shall be held in escrow
         by the LLC, in accordance with this Section 4.02. Any escrow
         established pursuant to this Section 4.02 is herein referred to as a
         "Vesting Escrow." Subject to Section 3.04, on the last day of each
         calendar quarter following the date of the distribution with respect to
         any Investment, one-twentieth of the amount of the original
         distribution (plus a proportionate amount of interest or other amounts
         earned thereon, if any), shall be disbursed from such Vesting Escrow to
         such Managing Member.

                  (b) The interest of the Capital Member shall not be subject to
         the provisions of this Section 4.02, and it shall at all times be
         entitled to receive 100% of any distributions to Distributable Cash and
         Property allocable to it pursuant to and in accordance with Section
         4.01.

                  (c) Each of the Managing Members hereby agrees and
         acknowledges that, as a result of the operation of this Section 4.02,
         (i) such Managing Member may be allocated Net Profits and Net Losses of
         the LLC without corresponding distributions of Distributable Cash or
         Property; (ii) the Managing Members are authorized to and may (but
         shall not be required to) invest amounts that are held in a Vesting
         Escrow in short-term investments pending distribution of such amounts
         to the Managing Members; (iii) the LLC may hold in a Vesting Escrow
         securities which would otherwise have been distributed to such Managing
         Member, and the LLC shall be entitled to vote, transfer, sell, assign
         and exercise all rights of ownership with respect to all such
         securities prior



                                       -20-



         to their distribution to the Managing Members in accordance with this
         Section 4.02; and (iv) amounts held in escrow pursuant to this Section
         4.02 shall be irrevocably forfeited by a Managing Member from and after
         the date of any Event of Forfeiture with respect to such Managing
         Member. If any property which is held in escrow pursuant to this
         Section 4.02 is sold or otherwise disposed of, the proceeds of such
         sale or other disposition shall be substituted in the Vesting Escrow
         for such property, and released in accordance with Section 4.02(a)
         above at the same time such property would have been released from such
         Vesting Escrow.

                  (d) Upon the discontinuance of the activities of the LLC
         related to the funding of additional investments after the Funds have
         been fully invested, and with the approval of a Majority in Number of
         the Voting Managing Members, the Vested Percentage of each Managing
         Member shall be increased to one hundred percent (100%).

                  (e) Notwithstanding the foregoing, distributions of
         Distributable Cash and Property to Denise W. Marks shall not be subject
         to the provisions of this Section 4.02 and no portion thereof shall be
         required to be held in a Vesting Escrow.

         4.03 Certain Payments to the Internal Revenue Service Treated as
Distributions. Notwithstanding anything to the contrary herein, to the extent
that the LLC is required (as determined in the discretion of the Voting Managing
Members), or elects, pursuant to applicable law, either (i) to pay tax
(including estimated tax) on a Member's allocable share of LLC items of income
or gain, whether or not distributed, or (ii) to withhold and pay over to the tax
authorities any portion of a distribution otherwise distributable to a Member,
the LLC may pay over such tax or such withheld amount to the tax authorities,
and such amount shall be treated as a distribution to such Member at the time it
is paid to the tax authorities. In the event that the amount paid (or paid over)
to the tax authorities on behalf of a Member exceeds the amount that would have
been distributed to such Member absent such tax obligation, such excess shall be
treated as a demand loan from the LLC to such Member, which loan shall bear
interest at the prime rate announced from time to time by The Wall Street
Journal, until paid in full.

         4.04 Distributions in Kind. A Member, regardless of the nature of his
contribution to the LLC, shall have no right to demand or receive any
distribution from the LLC in any form other than cash. The LLC may, at any time
and from time to time, make distributions in kind to the Members. Any Member
entitled to any interest in such assets shall, unless otherwise determined by
the Members, receive separate assets



                                       -21-



of the LLC and not an interest as a tenant-in-common with other Members so
entitled in any asset being distributed.

         4.05 Distributions Upon Transfer or Admission. In the event that a
Member acquires an interest in the LLC either by transfer from another Member or
by acquisition from the LLC, the LLC shall close its books as of the date of the
acquisition and Distributable Cash and Property and items thereof computed for
the portion of the year ending on the date of the acquisition shall be
distributed among the Members without regard to such acquisition, and
Distributable Cash and items thereof computed for the portion of the year
commencing on the day following the date of the acquisition shall be allocated
among the Members taking into account such acquisition. For purposes of this
Section 4.04, any modifications to a Member's Percentage Interest or Investment
Percentage Interest for any Investment, shall be treated as if a Member acquired
an interest in the LLC.

         4.06 Right to Set Off Certain Amounts. The LLC may withhold from any
amounts which are otherwise distributable to a Member in accordance with this
Agreement, and pay over to @Ventures Management, LLC (the "Management Company"),
any amount which such Member may owe to the Management Company pursuant to
certain promissory notes made by such Member to the Management Company, which
notes evidence loans made by the Management Company to such Member in order to
enable such Member to satisfy its capital contribution obligations to the LLC.


                                       -22-



                                    ARTICLE V

                    ALLOCATION OF NET PROFITS AND NET LOSSES

         5.01 Basic Allocations.

                  (a) Net Profits and Net Losses shall be computed on an
         Investment by Investment basis as of the end of each fiscal year (or
         other relevant period). Except as provided in Section 5.02 below (which
         shall be applied first) and Section 5.01(b) below, Net Profits and Net
         Losses attributable to a particular Investment shall be allocated among
         the Members in proportion to their respective Investment Percentage
         Interests in such Investment. Net Profits and Net Losses attributable
         to Other Cash Receipts shall be allocated among the Members in
         proportion to their respective Percentage Interests.

                  (b) Notwithstanding Section 5.01(a) above, Net Profits and Net
         Losses attributable to any assets held in a Vesting Escrow shall be
         specially allocated to the Managing Member to whom such Vesting Escrow
         relates.

                  (c) For purposes of this Article V, the amount of the Net
         Profits or Net Losses from any Investment (treating all sources of
         Other Cash Receipts as one Investment) shall be determined by
         allocating expenses incurred by the LLC among the Investments in the
         same manner that expenses are allocated pursuant to the last sentence
         of the definition of "Distributable Cash and Property."

                  (d) Allocations of Net Profits and Net Losses provided for in
         this Section 5.01 shall generally be made as of the end of the fiscal
         year of the LLC; provided, however, that allocations of items of Net
         Profits and Net Losses described in clause (vi) of the definition of
         "Net Profits" and "Net Losses" shall be made at the time deemed
         realized as described in the definition of "Capital Account."

                  (e) Upon admission of any Managing Member to the LLC following
         the date of formation of the LLC, any deduction attributable to such
         admission shall be allocated among the Managing Members of the LLC
         (determined immediately prior to the admission of such new Managing
         Member), in proportion to such Managing Members' respective Percentage
         Interests as in effect immediately prior to such admission.


                                       -23-



         5.02 Regulatory Allocations. Notwithstanding the provisions of Section
5.01 above, the following allocations of Net Profits, Net Losses and items
thereof shall be made in the following order of priority:

                  (a) Items of income or gain (computed with the adjustments
         contained in paragraphs (i), (ii) and (iii) of the definition of "Net
         Profits and Net Losses") for any taxable period shall be allocated to
         the Members in the manner and to the minimum extent required by the
         "minimum gain chargeback" provisions of Treasury Regulation Section
         1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4).

                  (b) All "nonrecourse deductions" (as defined in Treasury
         Regulation Section 1.704-2(b)(1)) of the LLC for any year shall be
         allocated to the Members in the manner in which Net Profits and Net
         Losses are allocated; provided, however, that nonrecourse deductions
         attributable to "partner nonrecourse debt" (as defined in Treasury
         Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in
         accordance with the provisions of Treasury Regulation Section
         1.704-2(i)(1).

                  (c) Items of income or gain (computed with the adjustments
         contained in paragraphs (i), (ii) and (iii) of the definition of "Net
         Profits and Net Losses") for any taxable period shall be allocated to
         the Members in the manner and to the extent required by the "qualified
         income offset" provisions of Treasury Regulation Section
         1.704-1(b)(2)(ii)(d).

                  (d) In no event shall Net Losses of the LLC be allocated to a
         Member if such allocation would cause or increase a negative balance in
         such Member's Capital Account (determined for purposes of this Section
         5.02(d) only, by increasing the Member's Capital Account balance by (i)
         the amount the Member is obligated to restore to the LLC pursuant to
         Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and (ii) such Member's
         share of "minimum gain" and of "partner nonrecourse debt minimum gain"
         as determined pursuant to Treasury Regulation Sections 1.704-2(g) and
         1.704-2(i)(5), respectively).

                  (e) Except as otherwise provided herein or as required by Code
         Section 704, for tax purposes, all items of income, gain, loss,
         deduction or credit shall be allocated to the Members in the same
         manner as are Net Profits and Net Losses; provided, however, that if
         the Carrying Value of any property of the LLC differs from its adjusted
         basis for tax purposes, then items of income, gain, loss, deduction or
         credit related to such property for tax purposes shall be allocated
         among the Members so as to take account of the variation between the
         adjusted basis of the property for tax purposes and its Carrying Value
         in the manner provided for under Code Section 704(c).


                                       -24-



                  (f) In the event that Net Profits, Net Losses or items thereof
         in respect of any Investment are allocated to one or more Members
         pursuant to subsections (a) or (b) above, subsequent Net Profit, Net
         Losses or items thereof will first be allocated (subject to the
         provisions of subsections (a) and (b)) to the Members in a manner
         designed to result in each Member having been allocated an amount of
         Net Profits, Net Losses or items thereof attributable to each
         Investment as such Member would have been allocated had Section 5.02
         not been contained in this Agreement.

         5.03 Allocations Upon Transfer or Admission. In the event that a Member
acquires an interest in the LLC either by transfer from another Member or by
acquisition from the LLC, the LLC shall close its books as of the date of the
acquisition and Net Profits, Net Losses and items thereof computed for the
portion of the year ending on the date of the acquisition shall be allocated
among the Members without regard to such acquisition, and Net Profits, Net
Losses and items thereof computed for the portion of the year commencing on the
day following the date of the acquisition shall be allocated among the Members
taking into account such acquisition. For purposes of this Section 5.03, any
modifications to a Member's Percentage Interest or Investment Percentage
Interest for any Investment, shall be treated as if a Member acquired an
interest in the LLC.

                                   ARTICLE VI

                                   MANAGEMENT

         6.01 Management of the LLC. (a) Subject to the provisions of this
Agreement and the Act, all powers shall be exercised by or under the authority
of, and the business and affairs of the LLC shall be controlled by the Members.


                  (b) Except to the extent that this Agreement specifically
         provides for a higher or lower number or percentage of Members, all
         decisions respecting any matter set forth herein or otherwise affecting
         or arising out of the conduct of the business of the LLC shall be made
         by action of a Majority in Number of the Voting Managing Members;
         provided that, Voting Managing Members with respect to whom an Event of
         Forfeiture has occurred shall have no right to vote on or participate
         in any matter or decision to be made by the Voting Managing Members and
         shall be disregarded for all purposes in determining the number of
         Voting Managing Members which constitute a Majority in Number of the
         Voting Managing Members. Except to the extent specifically provided in
         this Agreement, the Non-Voting Managing Members shall not be entitled
         to vote on, consent to or approve any matter relating to the conduct of




                                       -25-



         the LLC's business. The Voting Managing Members, by action of a
         Majority in Number thereof, may at any time and from time to time
         change the status of any Managing Member from Voting to Non-Voting, and
         vice versa.

                  Subject to the foregoing, the Voting Managing Members shall
         have the exclusive right and full authority to manage, conduct and
         operate the LLC business. Specifically, but not by way of limitation,
         the Voting Managing Members (by action of such Majority in Number)
         shall be authorized, for and on behalf of the LLC:

                           (i) to borrow money, to issue evidences of
                  indebtedness and to guarantee the debts of others for whatever
                  purposes they may specify, and, as security therefor, to
                  pledge or otherwise encumber the assets of the LLC;

                           (ii) to cause to be paid on or before the due date
                  thereof all amounts due and payable by the LLC to any person
                  or entity;

                           (iii) to employ such agents, employees, managers,
                  accountants, attorneys, consultants and other persons
                  necessary or appropriate to carry out the business and affairs
                  of the LLC, whether or not any such persons so employed are
                  Members or are affiliated or related to any Member, and to pay
                  such fees, expenses, salaries, wages and other compensation to
                  such persons as the Members shall in their sole discretion
                  determine;

                           (iv) to pay, extend, renew, modify, adjust, submit to
                  arbitration, prosecute, defend or compromise, upon such terms
                  as they may determine and upon such evidence as they may deem
                  sufficient, any obligation, suit, liability, cause of action
                  or claim, including taxes, either in favor of or against the
                  LLC;

                           (v) to pay any and all fees and to make any and all
                  expenditures which the Voting Managing Members, in their
                  discretion, deem necessary or appropriate in connection with
                  the organization of the LLC, and the carrying out of its
                  obligations and responsibilities under this or any other
                  Agreement;

                           (vi) to invest the assets of the LLC, and to lease,
                  sell, finance, refinance or dispose of all or any portion of
                  the LLC's property;

                           (vii) to cause the LLC to make or revoke any of the
                  elections referred to in Sections 108, 704, 709, 754 or 1017
                  of the Code or any similar provisions enacted in lieu thereof,
                  or in any other Section of the Code;


                                       -26-




                           (viii) to establish and maintain reserves for such
                  purposes and in such amounts as they deem appropriate from
                  time to time;

                           (ix) to pay all organizational expenses and general
                  and administrative expenses of the LLC;

                           (x) to deal with, or otherwise engage in business
                  with, or provide services to and receive compensation therefor
                  from, any person who has provided or may in the future provide
                  any services to, lend money to, sell property to, or purchase
                  property from the LLC, including without limitation, a Member;

                           (xi) to engage in any kind of activity and to perform
                  and carry out contracts of any kind necessary to, or in
                  connection with, or incidental to the accomplishment of the
                  purposes of the LLC;

                           (xii) to compromise the obligation of a Member to
                  make a contribution to the capital of the LLC or to return to
                  the LLC money or other property paid or distributed to such
                  Member in violation of this Agreement or the Act;

                           (xiii) to cause to be paid any and all taxes, charges
                  and assessments that may be levied, assessed or imposed upon
                  any of the assets of the LLC, unless the same are contested by
                  the Voting Managing Members;

                           (xiv) to exercise all powers and authority granted by
                  the Act to members, except as otherwise specifically provided
                  in this Agreement;

                           (xv) to cause the LLC to take any of the foregoing
                  actions in the name and on behalf of the Funds, in the LLC's
                  respective capacity as a general partner or managing member,
                  as applicable, of any Fund;

                           (xvi) to exercise all other rights, powers,
                  privileges and other incidents of ownership with respect to
                  the interest of the LLC in each of the Funds, and to perform
                  the LLC's respective obligations under the Fund Agreements.

                  (c) Notwithstanding the foregoing, the Voting Managing Members
         shall not be authorized to take any of the following actions without
         the prior approval of the Capital Member:


                                       -27-




                           (i) to do any act that is in contravention of this
                  Agreement or that is not consistent with the purposes of the
                  LLC;

                           (ii) to do any act that would make it impossible to
                  carry on the ordinary business of the LLC;

                           (iii) to guarantee the obligations of any Portfolio
                  Company; or

                           (iv) to take any other action which requires the
                  consent of the Capital Member pursuant to this Agreement.

         Other than as set forth in this Section 6.01(c), the Capital Member
         shall not participate in the management or control of the LLC and
         shall have no authority to act for or bind the LLC.

                  (d) Any Managing Member is authorized to execute, deliver and
         file on behalf of the LLC any documents to be filed with the Secretary
         of State of the State of Delaware. The signature of one Managing Member
         on any agreement, contract, instrument or other document shall be
         sufficient to bind the LLC in respect thereof and conclusively evidence
         the authority of such Managing Member and the LLC with respect thereto,
         and no third party need look to any other evidence or require the
         joinder or consent of any other party.

                  (e) Each Managing Member is authorized to use the title
         "Managing Director" when acting on behalf of the LLC in the conduct of
         the LLC's business.

                  (f) The Voting Managing Members, by action of a Majority in
         Number of the Voting Managing Members exclusive of the Managing Member
         as to whom the determination is being made, shall determine whether or
         not "Cause" is present in connection with the termination of the
         relationship of a Managing Member with the LLC. A Managing Member's
         relationship with the LLC may be terminated for Cause only after a
         hearing to consider the matter. Any such hearing shall be held only
         after written notice has been given to all Members, including the
         Managing Member proposed to be terminated. Such notice must be given
         not less than 10 days prior to such hearing, and must specify the time
         and place at which the hearing will be held, and a general statement of
         the nature of the charges against the Managing Member proposed to be
         terminated. At such hearing, the Managing Member proposed to be
         terminated will have an opportunity to respond to the charges
         constituting Cause. None of the Members (including the Managing Member
         proposed to be terminated),



                                       -28-



         may be represented at such hearing by counsel or other representatives.
         At the time any such notice is given, or any time thereafter, but prior
         to a decision of a Majority in Number of the Voting Managing Members
         following the hearing, a Majority in Number of the Voting Managing
         Members (exclusive of the Member proposed to be terminated) may
         immediately relieve the Managing Member proposed to be terminated of
         his or her duties and responsibilities hereunder pending a decision.

         6.02 Tax Matters Partner. Andrew J. Hajducky, III shall be the tax
matters partner for the LLC pursuant to Code Sections 6221 through 6231.

         6.03 Liability of the Members; Indemnification.

                  (a) No Member shall be liable to the LLC or any other Member
         for any act or omission taken by the Member in good faith and in the
         belief that such act or omission is in the best interests of the LLC;
         provided that such act or omission is not in violation of this
         Agreement and does not constitute negligence, misconduct, fraud or a
         willful violation of law by the Member. No Member shall be liable to
         the LLC or any other Member for any action taken by any other Member,
         nor shall any Member (in the absence of negligence, misconduct, fraud
         or a willful violation of law by the Member) be liable to the LLC or
         any other Member for any action of any employee or agent of the LLC
         provided that the Member shall have exercised appropriate care in the
         selection and supervision of such employee or agent.


                                       -29-



                  (b) Each Member and its respective partners, agents, employees
         and Affiliates (the "Indemnitees") shall be and hereby are (i)
         indemnified and held harmless by the LLC and (ii) released by the other
         Members from and against any and all claims, demands, liabilities,
         costs, expenses, damages, losses, suits, proceedings and actions for
         which such Indemnitee has not otherwise been reimbursed (collectively,
         "Liabilities"), whether judicial, administrative, investigative or
         otherwise, of any nature whatsoever, known or unknown, liquidated or
         unliquidated, that may accrue to the LLC or any other Member or in
         which any of the Indemnitees may become involved, as a party or
         otherwise, arising out of the conduct of the business or affairs of the
         LLC by the respective Indemnitee or otherwise relating to this
         Agreement, provided that an Indemnitee shall not be entitled to
         indemnification or release hereunder if it shall have been determined
         by (i) in the case of the Capital Member or an Indemnitee claiming by
         or through the Capital Member, a court of competent jurisdiction, or
         (ii) in the case of any Managing Member or an Indemnitee claiming by or
         through the Managing Member, by the Capital Member, that (x) such
         person did not act in good faith and in a manner such person reasonably
         believed to be in the best interests of the LLC and, in the case of a
         criminal proceeding, did not have reasonable cause to believe that its
         conduct was lawful, or (y) such Liabilities shall have arisen from a
         violation of this Agreement or the negligence, misconduct, fraud or
         willful violation of law by such Indemnitee, or actions of such
         Indemnitee outside the scope of and unauthorized by this Agreement, and
         provided further that an Indemnitee shall not be entitled to
         indemnification hereunder with respect to any liability arising in
         connection with its activities performed for or on behalf of any
         Portfolio Company, the securities of which have been sold or have been
         distributed to the Members pursuant to Article IV, if such activities
         were performed after the date on which such securities were sold or
         distributed. The termination of any proceeding by settlement shall not,
         of itself, create a presumption that the Indemnitee did not act in good
         faith and in a manner that such person reasonably believed to be in the
         best interests of the LLC or that the Indemnitee did not have
         reasonable cause to believe that its conduct was lawful. The
         indemnification rights provided for in this Section 6.03 shall survive
         the termination of the LLC or this Agreement.

                  Expenses incurred by an Indemnitee in defense or settlement of
         any claim that may be subject to a right of indemnification hereunder
         may be advanced by the LLC prior to the final disposition thereof
         provided that the following conditions are satisfied: (i) the claim
         relates to the performance of duties or services by the Indemnitee on
         behalf of the LLC and (ii) the Indemnitee undertakes to repay the
         advanced funds to the LLC if it is ultimately determined that the
         Indemnitee is not entitled to be indemnified hereunder or under
         applicable law. The right of any Indemnitee to indemnification provided
         herein shall be cumulative of, and in addition to, any and all



                                       -30-



         rights to which such Indemnitee may otherwise be entitled by contract
         or as a matter of law or equity and shall extend to such Indemnitee's
         successors, assigns and legal representatives. The obligations of the
         Members under this Section 6.03(b) shall be satisfied only after any
         applicable insurance proceeds have been exhausted and then only out of
         LLC assets and, to the extent required by law, distributions made by
         the LLC to the Members, and the Members shall have no liability to fund
         any indemnification payment hereunder.

         6.04 Liability of Members. The liability of the Members for the losses,
debts and obligations of the LLC shall be limited to their capital
contributions; provided, however, that under applicable law, the Members may
under certain circumstances be liable to the LLC to the extent of previous
distributions made to them in the event that the LLC does not have sufficient
assets to discharge its liabilities.

         6.05 Certain Fees and Expenses. All out-of-pocket expenses reasonably
incurred by any Member in connection with the LLC's business (including an
allocable share of certain overhead and similar expenses of the Capital Member)
shall be paid by the LLC or reimbursed to the Member by the LLC.

         6.06     Other Activities.

                  (a) Subject to Sections 6.06(b) and Section 6.07 below, the
         Members and their respective Affiliates may engage in and possess
         interests in other business ventures and investment opportunities of
         every kind and description, independently or with others, including
         serving as directors, officers, stockholders, managers, members and
         general or limited partners of corporations, partnerships or other
         limited liability companies with purposes similar to or the same as
         those of the LLC. Neither the LLC nor any other Member shall have any
         rights in or to such ventures or opportunities or the income or profits
         therefrom.

                  (b) Each Managing Member agrees that (I) during his or her
         employment by the Employer, and (II) while he or she holds any interest
         in the LLC, and (III) for a period of three (3) years following
         termination of his or her employment relationship with the Employer if
         such employment is terminated: (A) by the Managing Member voluntarily,
         or (B) by the Employer for Cause, such Managing Member will not,
         directly or indirectly:

                           (x) recruit, solicit or induce, or attempt to induce,
                  any employee or consultant of the Employer or of any Portfolio
                  Company or of any Affiliate of any of them to terminate his or
                  her employment with, or otherwise cease any



                                       -31-



                  relationship with, the Employer or any Portfolio Company or
                  any Affiliate of any of them; or

                           (y) solicit, divert, take away, or attempt to divert
                  or take away, any investment opportunity with respect to any
                  Portfolio Company or any investment opportunity with respect
                  to any prospective investment or prospective portfolio company
                  which the Employer contacted or solicited during such Managing
                  Member's employment relationship with the Employer.

If any restriction set forth herein is found by any court to be unenforceable
because it extends for too long a period of time, or over too great a range of
activities, or over too broad a geographic area, the restriction shall be
interpreted to extend only over the maximum period of time, range of activities,
or geographic area which the court finds to be enforceable. Each Managing Member
acknowledges and agrees that the restrictions contained in this Section 6.06(b)
are necessary for the protection of the business and goodwill of the Employer,
the Portfolio Companies and the Affiliates of any of them and are considered by
such Managing Member to be reasonable for such purpose and that his or her
interest in the LLC is being received partly in consideration for the foregoing
covenant.

         6.07 Commitment of Members. Each of the Managing Members hereby agrees
to use its best efforts in connection with the purposes and objectives of the
LLC and to devote to such purposes and objectives such of its time and resources
as shall be necessary for the management of the affairs of the LLC.

         6.08 Conflicts of Interest. No contract or transaction between the LLC
and one or more of its Members or Affiliates, or between the LLC and any other
corporation, partnership association or other organization in which one or more
of its Members or Affiliates are directors, officers, members, managers or
partners or have a financial interest, shall be void or voidable solely for such
reason, or solely because the Member or Affiliate is present at or participates
in any meeting of Managing Members which authorizes the contract or transaction,
or solely because his, her or its votes are counted for such purpose, if:

                  (i) the material facts as to his, her or its interest as to
         the contract or transaction are disclosed or are known to the Voting
         Managing Members and the Voting Managing Members authorize the contract
         or transaction by a vote sufficient for such purpose without counting
         the vote of any interested Voting Managing Member even though the
         disinterested Voting



                                       -32-



         Managing Members may be less than a Majority in Number of the Voting
         Managing Members entitled to vote thereon; or

                  (ii) the material facts as to his, her or its interest and as
         to the contract or transaction are disclosed or are known to the Voting
         Managing Members entitled to vote thereon, and the contract or
         transaction is specifically approved by a vote of the Voting Managing
         Members; or

                  (iii) the contract or transaction is fair to the LLC or its
         Affiliates as of the time it is authorized, approved or ratified by the
         Voting Managing Members.

                                   ARTICLE VII

                        BOOKS, RECORDS AND BANK ACCOUNTS

         7.01 Books and Records. The Managing Members shall keep or cause to be
kept just and true books of account with respect to the operations of the LLC.
Such books shall be maintained at the LLC's principal place of business, or at
such other place as the Members shall determine, and all Members, and their duly
authorized representatives, shall at all reasonable times have access to such
books as well as any information required to be made available to the Members
under the Act. The Managing Members shall not be required to deliver or mail
copies of the LLC's Certificate of Formation or copies of certificates of
amendment thereto or cancellation thereof to the Members, although such
documents shall be available for review and/or copying by the Members at the
LLC's principal place of business.

         7.02 Accounting Basis and Fiscal Year. The LLC's books shall be kept on
the accrual method of accounting, or on such other method of accounting as the
Members may from time to time determine, and shall be closed and balanced at the
end of each fiscal year of the LLC. The fiscal year of the LLC shall be the
calendar year.

         7.03 Bank Accounts. The Managing Members shall be responsible for
causing one or more accounts to be maintained in a bank (or banks), which
accounts shall be used for the payment of the expenditures incurred by the
Managing Members in connection with the business of the LLC, and in which shall
be deposited any and all cash receipts of the LLC. All deposits and funds not
needed for the operations of the LLC may be invested in such short-term
investments as the Managing Members may determine. All such amounts shall be and
remain the property of the LLC, and shall be



                                       -33-



received, held and disbursed by the Managing Members for the purposes specified
in this Agreement. There shall not be deposited in any of said accounts any
funds other than funds belonging to the LLC, and no other funds shall in any way
be commingled with such funds.

         7.04 Reports to Members. Within 90 days after the end of each fiscal
year, the Managing Members shall cause the LLC to furnish to each Member (i)
such information as may be needed to enable the Members to file their federal
income tax returns and any required state income tax returns, and (ii) an
audited balance sheet of the LLC as of the last day of such fiscal year, and
audited financial statements of the LLC for such fiscal year. The cost of such
reporting shall be paid by the LLC as a LLC expense. Any Member may, at any
time, at its own expense, cause an audit of the LLC books to be made by a
certified public accountant of its own selection. All expenses incurred by such
accountant shall be borne by such Member.

                                  ARTICLE VIII

                        TRANSFERS OF INTERESTS OF MEMBERS

         8.01 Substitution and Assignment of Member's Interest.

                  (a) Subject to Section 8.01(b) below, no Managing Member may
         sell, transfer, assign, pledge, hypothecate or otherwise dispose of all
         or any part of its interest in the LLC (whether voluntarily,
         involuntarily or by operation of law), unless (i) the Capital Member
         and (ii) a Majority in Number of the Voting Managing Members (exclusive
         of the transferor) shall have previously consented to such transfer,
         assignment, pledge, hypothecation or disposition in writing, the
         granting or denying of which consent shall be in such Members' absolute
         discretion. The provisions of this Section 8.01(a) shall not be
         applicable to any assignment of the interest of a Managing Member to a
         Permitted Transferee (provided that no such Permitted Transferee may be
         admitted to the LLC as a substitute Member except as provided in
         Section 8.01(c) below). Subject to Section 8.01(b) below, the Capital
         Member may sell, transfer, assign, pledge, hypothecate or otherwise
         dispose of all or any part of its interest in the LLC without the
         consent or approval of any other Member, provided that the transferee
         of any such interest may not be admitted to the LLC as a substitute
         Member except as provided in Section 8.01(c) below.

                  (b) No assignment of the interest of a Member shall be made
         if, in the opinion of counsel to the LLC, such assignment (i) may not
         be effected without



                                       -34-



         registration under the Securities Act of 1933, as amended, (ii) would
         result in the violation of any applicable state securities laws, (iii)
         would result in a termination of the LLC under Section 708 of the Code,
         unless such a transfer is consented to by (i) the Capital Member and
         (ii) a Majority in Number of the Voting Managing Members, (iv) would
         result in the treatment of the LLC as an association taxable as a
         corporation or as a "publicly-traded limited partnership" for tax
         purposes, unless such a transfer is consented to by all Members or (v)
         would require the LLC or any Fund to register as an investment company
         under the Investment Company Act of 1940, as amended, or as an
         investment advisor under the Investment Advisors Act of 1940, as
         amended. The LLC shall not be required to recognize any assignment
         until the instrument conveying such interest has been delivered to the
         LLC for recordation on the books of the LLC. Unless an assignee becomes
         a substituted Member in accordance with the provisions of Section
         8.01(c), it shall not be entitled to any of the rights granted to a
         Member hereunder, other than the right to receive all or part of the
         share of the Net Profits, Net Losses, distributions of cash or property
         or returns of capital to which his assignor would otherwise be
         entitled.

                  (c) An assignee of the interest of a Member, or any portion
         thereof, shall become a substituted Member entitled to all the rights
         of a Member if, and only if:

                           (i) the assignor gives the assignee such right;

                           (ii) in the case of an assignee of a Managing Member,
                  the Capital Member and a Majority in Number of the Voting
                  Managing Members (exclusive of the assignor) consent to such
                  substitution, the granting or denying of which consent shall
                  be in the other Members' absolute discretion;

                           (iii) in the case of an assignee of the Capital
                  Member, a Majority in Number of the Voting Managing Members
                  consent to such substitution, the granting or denying of which
                  consent shall be in the Voting Managing Members' absolute
                  discretion, except that, in the case of a transfer all or
                  substantially all of the business or assets of CMGI (by sale
                  of assets, sale of stock, merger or otherwise), including its
                  indirect interest in the LLC, no such consent of the Voting
                  Managing Members shall be required;

                           (iv) the assignee or the assignor pays to the LLC all
                  costs and expenses incurred in connection with such
                  substitution, including specifically, without limitation,
                  costs incurred in the review and processing of the assignment
                  and in amending this Agreement; and


                                       -35-



                           (v) the assignee executes and delivers such
                  instruments, in form and substance satisfactory to the LLC, as
                  may be necessary or desirable to effect such substitution and
                  to confirm the agreement of the assignee to be bound by all of
                  the terms and provisions of this Agreement.

         Unless a Majority in Number of the Voting Managing Members (exclusive
         of the assignor) otherwise approve, any assignee of the interest of a
         Voting Managing Member who becomes a substitute Managing Member shall
         be and become a Voting Managing Member, and any assignee of the
         interest of a Non-Voting Managing Member who becomes a substitute
         Managing Member shall be and become a Non-Voting Managing Member.

                  (d) The LLC and the Members shall be entitled to treat the
         record owner of any interest in the LLC as the absolute owner thereof
         in all respects, and shall incur no liability for distributions of cash
         or other property made in good faith to such owner until such time as a
         written assignment of such interest has been received and accepted by
         the Managing Members and recorded on the books of the LLC. The Managing
         Members may refuse to accept an assignment until the end of the next
         successive quarterly accounting period. In no event shall any interest
         in the LLC, or any portion thereof, be sold, transferred or assigned to
         a minor or incompetent, and any such attempted sale, transfer or
         assignment shall be void and ineffectual and shall not bind the LLC.

                  (e) If a Member who is an individual dies or a court of
         competent jurisdiction adjudges him to be incompetent to manage his
         person or his property, the Member's executor, administrator, guardian,
         conservator or other legal representative may exercise all of the
         Member's rights hereunder, but solely for the purpose of settling his
         estate or administering his property, and in no event shall such
         executor, administrator, guardian, conservator or legal representative
         participate in any way in the conduct of the business of the LLC, or in
         the making of any decision or the taking of any action provided for
         hereunder (including without limitation, Section 6.01(a) or (b)) for
         any other purpose. If a Member is a corporation, trust or other entity,
         and is dissolved or terminated, the powers of that Member may be
         exercised by its legal representative or successor.

         8.02 Additional Members.

                  (a) Except as provided in Section 8.01, additional Members may
         be admitted to the LLC only upon the written consent of the Capital
         Member and a Majority in Number of the Voting Managing Members. Any
         such consent shall specify



                                       -36-



         (i) the capital contribution, if any, and the Percentage Interest of
         the additional Member, (ii) whether such Managing Member is a Voting or
         Non-Voting Managing Member and (iii) any other rights and obligations
         of such additional Member. Such approval shall bind all Members. In
         connection with any such admission of an additional Member, this
         Agreement (including Schedules A and B) shall be amended to reflect the
         additional Member, its capital contribution, if any, its Percentage
         Interest, its Vesting Commencement Date, and any other rights and
         obligations of the additional Member. In connection with any such
         admission of an additional Member, the Percentage Interest or other
         rights and interests of the Capital Member in the LLC may not be
         diluted or otherwise modified or adjusted without the specific written
         consent of the Capital Member.

                  (b) Unless all Voting Managing Members (exclusive of those
         with respect to whom an Event of Forfeiture has occurred) otherwise
         agree, in connection with the admission of any additional Managing
         Member to the LLC, the Percentage Interests of all Managing Members
         shall be diluted proportionately based on their respective Percentage
         Interests immediately prior to any such admission.

                  (c) Each Managing Member, and each person who is hereinafter
         admitted to the LLC as a Managing Member, hereby (i) consents to the
         admission to the LLC of any such third party on such terms as may be
         approved by the Members in accordance with this Section 8.02, and to
         any amendment to this Agreement which may be necessary or appropriate
         to reflect the admission of any such third party and the terms of its
         interest in the LLC, and (ii) acknowledges that, in connection with any
         admission of any such person, such Member's interest in allocations of
         Net Profits and Net Losses and distributions of cash and property of
         the LLC, and net proceeds upon liquidation of the LLC, may be diluted
         or otherwise altered (subject to the provisions of this Section 8.02).
         Any amendment to this Agreement which shall be made in order to
         effectuate the provisions of this Section 8.02 shall be executed by the
         Capital Member and a Majority in Number of the Voting Managing Members,
         and any such amendment shall be binding upon all of the Members.

         8.03 Reallocation of Percentage Interests. The Voting Managing Members,
by action of a Majority in Number thereof, may not later than 10 business days
following the commencement of any fiscal year, elect to modify the respective
Percentage Interests of the Managing Members. Any such determination to modify
the Percentage Interests of the Managing Members shall be made based on the
respective professional and managerial contribution and anticipated contribution
to the business of the LLC of the Managing Members, and any such determination
shall take effect as of the first day of such fiscal year, and shall not
otherwise have any retroactive effect. In no event shall



                                       -37-



the Percentage Interest of the Capital Member be modified or adjusted as a
result of this Section 8.03. In connection with any such adjustment, Schedule B
shall be amended accordingly, and all Members shall be bound by the
determination of a Majority in Number of the Voting Managing Members.

                                   ARTICLE IX

                           DISSOLUTION AND TERMINATION

         9.01 Events of Dissolution.

                  (a) The LLC shall be dissolved:

                           (i) on a date designated in writing by (A) the
                  Capital Member and (B) a Majority in Number of the Voting
                  Managing Members;

                           (ii) following the dissolution (following which the
                  business is not continued) of the last to dissolve of the
                  Funds, and the liquidation of all of assets of the Funds and
                  the winding up of their respective businesses;

                           (iii) upon the sale or other disposition of all of
                  the LLC's assets; or

                           (iv) upon the entry of a decree of judicial
                  dissolution under Section 18-802 of the Act.

                  (b) Dissolution of the LLC shall be effective on the day on
         which the event occurs giving rise to the dissolution, but the LLC
         shall not terminate until the LLC's Certificate of Formation shall have
         been cancelled and the assets of the LLC shall have been distributed as
         provided herein. Notwithstanding the dissolution of the LLC, prior to
         the termination of the LLC, as aforesaid, the business of the LLC and
         the affairs of the Members, as such, shall continue to be governed by
         this Agreement. A liquidator appointed by the Voting Managing Members
         (who may be a Member), shall liquidate the assets of the LLC, and
         distribute the proceeds thereof as contemplated by this Agreement and
         cause the cancellation of the LLC's Certificate of Formation.


                                       -38-




         9.02 Distributions Upon Liquidation.

                  (a) After payment of liabilities owing to creditors, the
         liquidator shall set up such reserves as it deems reasonably necessary
         for any contingent or unforeseen liabilities or obligations of the LLC
         (including without limitation, any liabilities or obligations to the
         Funds). Said reserves may be paid over by such liquidator to a bank, to
         be held in escrow for the purpose of paying any such contingent or
         unforeseen liabilities or obligations and, at the expiration of such
         period as such liquidator may deem advisable, such reserves shall be
         distributed to the Members or their assigns in the manner set forth in
         paragraph (b) below.

                  (b) After paying such liabilities and providing for such
         reserves, the liquidator shall cause the remaining net assets of the
         LLC to be distributed to all Members with positive Capital Account
         balances (after such balances have been adjusted to reflect all debits
         and credits required by applicable Treasury Regulations under Section
         704(b) of the Code for all events through and including the
         distribution in liquidation of the LLC), in proportion to and to the
         extent of such positive balances. In the event that any part of such
         net assets consists of notes or accounts receivable or other non-cash
         assets, the liquidator may take whatever steps it deems appropriate to
         convert such assets into cash or into any other form which would
         facilitate the distribution thereof. If any assets of the LLC are to be
         distributed in kind, such assets shall be distributed on the basis of
         their fair market value net of any liabilities. No Member other than
         the Capital Member shall have any right or interest in or to the name
         "@ Ventures" and all rights and interest in such name shall, upon
         termination of the LLC, be assigned and transferred to the Capital
         Member.


                                       -39-



                                    ARTICLE X

                                  MISCELLANEOUS

         10.01 Notices. Except as otherwise specifically provided in this
Agreement, any and all notices, requests, elections, consents or demands
permitted or required to be made under this Agreement shall be in writing,
signed by the Member giving such notice, request, election, consent or demand,
and shall be delivered personally, or sent by registered or certified mail, or
by overnight mail, Federal Express or other similar commercial overnight
courier, to the other Member or Members at their addresses set forth in Schedule
A, and, in the case of a notice to the LLC, at the address of its principal
office as set forth in Article I hereof, or at such other address as may be
supplied by written notice given in conformity with the terms of this Section
10.01. The date of personal delivery, three days after the date of mailing, the
business day after delivery to an overnight courier, as the case may be, or the
date of actual delivery if sent by any other method, shall be the date of such
notice.

         10.02 Successors and Assigns. Subject to the restrictions on transfer
set forth herein, this Agreement, and each and every provision hereof, shall be
binding upon and shall inure to the benefit of the Members, their respective
successors, successors-in-title, heirs and assigns, and each and every
successor-in-interest to any Member, whether such successor acquires such
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

         10.03 Amendments. Except as otherwise specifically provided in this
Agreement (including without limitation, Section 3.04 and Article VIII), this
Agreement may be amended or modified only by (i) the Capital Member and (ii) a
Majority in Number of the Voting Managing Members; provided that (x) no such
amendment shall increase the liability of, increase the obligations of or
adversely affect the interest of, any Member without the specific approval of
such Member (other than upon the occurrence of an Event of Forfeiture, upon
admission of a Managing Member in accordance with Section 8.02 or upon the
adjustment of the Percentage Interests of the Managing Members in accordance
with Section 8.03); (y) if any provision of this Agreement provides for the
approval or consent of a greater number of Members or of Members holding a
higher percentage of the total Percentage Interests of the Members, any
amendment effectuated pursuant to such provision, and any amendment to such
provision, shall require the approval or consent of such greater number of
Members or of Members holding such higher percentage of Percentage Interests;
and (z) subject to clauses (x) and (y) above, any amendment to this Section
10.03 shall require the



                                       -40-



approval of (i) the Capital Member and (ii) Managing Members holding not less
than two-thirds of all Percentage Interests held by all Managing Members.

         10.04 Partition. The Members hereby agree that no Member nor any
successor-in-interest to any Member, shall have the right while this Agreement
remains in effect to have the property of the LLC partitioned, or to file a
complaint or institute any proceeding at law or in equity to have the property
of the LLC partitioned, and each Member, on behalf of himself, his successors,
representatives, heirs and assigns, hereby waives any such right. It is the
intention of the Members that during the term of this Agreement, the rights of
the Members and their successors-in-interest, as among themselves, shall be
governed by the terms of this Agreement, and that the right of any Member or
successor-in-interest to assign, transfer, sell or otherwise dispose of his
interest in the LLC shall be subject to the limitations and restrictions of this
Agreement.

         10.05 No Waiver. The failure of any Member to insist upon strict
performance of a covenant hereunder or of any obligation hereunder, irrespective
of the length of time for which such failure continues, shall not be a waiver of
such Member's right to demand strict compliance in the future. No consent or
waiver, express or implied, to or of any breach or default in the performance of
any obligation hereunder, shall constitute a consent or waiver to or of any
other breach or default in the performance of the same or any other obligation
hereunder.

         10.06 Entire Agreement. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof.

         10.07 Captions. Titles or captions of Articles or sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision hereof.

         10.08 Counterparts. This Agreement may be executed in a number of
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the Members notwithstanding that all Members have not
signed the same counterpart.

         10.09 Applicable Law. This Agreement and the rights and obligations of
the parties hereunder shall be governed by and interpreted, construed and
enforced in accordance with the laws of the State of Delaware.


                                       -41-



         10.10 Gender, Etc. In the case of all terms used in this Agreement, the
singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires.

         10.11 Creditors. None of the provisions of this Agreement shall be for
the benefit of or enforceable by any creditor of any Member or of the LLC other
than a Member who is such a creditor of the LLC.


                                       -42-



         IN WITNESS WHEREOF, the Members have signed and sworn to this Agreement
under penalties of perjury as of the date first above written.

                                    CAPITAL MEMBER:

                                    CMG @ VENTURES CAPITAL CORP.


                                    By /s/ Andrew J. Hajducky III
                                       -----------------------------------

                                    Name Andrew J. Hajducky III
                                         ---------------------------------

                                    Title CFO
                                         ---------------------------------

                                    MANAGING MEMBERS:

                                    /s/ David S. Wetherell
                                    --------------------------------------
                                    David S. Wetherell

                                    /s/ Guy A. Bradley
                                    --------------------------------------
                                    Guy A. Bradley

                                    /s/ Jonathan Callaghan
                                    --------------------------------------
                                    Jonathan Callaghan

                                    /s/ Andrew J. Hajducky, III
                                    --------------------------------------
                                    Andrew J. Hajducky, III

                                    /s/ Peter H. Mills
                                    --------------------------------------
                                    Peter H. Mills

                                    /s/ Marc Poirier
                                    --------------------------------------
                                    Marc Poirier

                                    /s/ Brad Garlinghouse
                                    --------------------------------------
                                    Brad Garlinghouse

                                    /s/ David J. Nerrow, Jr.
                                    --------------------------------------
                                    David J. Nerrow, Jr.

                                       -43-

                                                                   EXHIBIT 10.73

                               FIRST AMENDMENT TO
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           @VENTURES PARTNERS III, LLC

         THIS FIRST AMENDMENT, dated as of the 15th day of October, 2000, to the
Limited Liability Company Agreement dated as of June 30, 1999 (the "Agreement"),
of @Ventures Partners III, LLC, a Delaware limited liability company (the
"LLC"), is by and among the persons named as Members on Schedule A to the
Agreement. Capitalized terms used herein, and not otherwise defined herein,
shall have the respective meanings ascribed to them in the Agreement.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Members hereby amend the Agreement as follows.

         1. Amendment to Section 4.02 to Allow Certain Hedging Activities.
Section 4.02 of the Agreement is hereby amended by adding, at the end thereof,
the following subsection (f):

                  "(f) The LLC may, at the request and on behalf of any Managing
         Member, engage in hedging activities with respect to securities held in
         the Vesting Escrow of such Managing Member, provided that (i) a
         Majority in Number of the Voting Managing Members approves in advance
         any such hedging activities; (ii) the Managing Member for whose benefit
         the hedging activities were undertaken bears all of the costs incurred
         in connection with such activities and indemnifies the LLC in writing
         with respect to any costs or losses incurred by the LLC in connection
         with any such activities; and (iii) the securities held in such
         Managing Member's Vesting Escrow may not be used to settle any "hedged"
         position until such time as such securities are released to such
         Managing Member from such Vesting Escrow.

                  The Voting Managing Members, by action of Two-thirds in Number
         thereof, may determine to engage in hedging activities with respect to
         all of the LLC's securities of a Portfolio Company which are held in
         Vesting Escrows, in which case all Managing Members for whom a Vesting
         Escrow which includes such Portfolio Company security shall be bound by
         such hedging arrangements. If the Managing Members determine to hedge
         Portfolio Company securities pursuant to the preceding sentence, the
         Managing Members shall bear all of the costs incurred in connection
         with such activities and indemnify the LLC in writing with respect to
         any costs or losses incurred by the LLC in connection with any such
         activities; and the securities held in the Managing Members' Vesting
         Escrows may not be used to settle any "hedged" position until such time
         as such securities are released to the Managing Members from such
         Vesting Escrow.

                  The Managing Members agree and acknowledge that, if the LLC
         has engaged in hedging activities with respect to securities held in a
         Vesting Escrow pursuant to and in accordance with this Section 4.02(f),
         and an Event of Forfeiture occurs with respect to a



                                       -1-



         Member whose Vesting Escrow includes such hedged securities, then the
         Managing Members who are entitled to a share of the forfeited Vesting
         Escrow which includes such "hedged" securities will receive "hedged"
         securities upon such forfeiture. In no event shall the Capital Member
         or the LLC bear any of the costs associated with any hedging activities
         permitted by this Section. Except as permitted in this Section 4.02(f),
         the LLC shall not engage in any other hedging activities except with
         the prior approval of the Capital Member."

         2. No Other Amendments. In all other respects, the Agreement is hereby
ratified and confirmed.

                            [Signature pages follow.]


                                       -2-



         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                                    CAPITAL MEMBER:

                                    CMG @VENTURES CAPITAL CORP.


                                    By /s/ Illegible
                                       --------------------------------------

                                    Name
                                        -------------------------------------

                                    Title
                                         ------------------------------------

                                    MANAGING MEMBERS:

                                    /s Guy A. Bradley
                                    -----------------------------------------
                                    Guy A. Bradley

                                    /s/ Jonathan Callaghan
                                    -----------------------------------------
                                    Jonathan Callaghan

                                    /s/ Brad Garlinghouse
                                    -----------------------------------------
                                    Brad Garlinghouse

                                    /s/ Andrew J. Hajducky III
                                    -----------------------------------------
                                    Andrew J. Hajducky, III

                                    /s/ Denise W. Marks
                                    -----------------------------------------
                                    Denise W. Marks

                                    /s/ Peter H. Mills
                                    -----------------------------------------
                                    Peter H. Mills

                                    /s/ David J. Nerrow
                                    -----------------------------------------
                                    David J. Nerrow, Jr.

                                    /s/ Marc Poirier
                                    -----------------------------------------
                                    Marc Poirier

                                    /s/ David S. Wetherell
                                    -----------------------------------------
                                    David S. Wetherell

                                       -3-

                                                                   EXHIBIT 10.74


                     LIMITED LIABILITY COMPANY AGREEMENT OF
                            @ VENTURES INVESTORS, LLC

         THIS LIMITED LIABILITY COMPANY AGREEMENT of @ Ventures Investors, LLC
(the "LLC"), dated as of July 31, 1999, is by and among the persons named on
Schedule A attached hereto, each of whom is designated as either a Class A
Member or a Class B Member.

         WHEREAS, the LLC was formed as a limited liability company pursuant to
the Delaware Limited Liability Company Act, by the filing, on August 3, 1998, in
the Office of the Secretary of State of the State of Delaware, of a Certificate
of Formation for the LLC (the "Certificate"); and

         WHEREAS, the Members desire to enter into this Agreement to set forth
the agreements among the Members with respect to the LLC, all as more fully set
forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the
agreements hereinafter set forth, the parties hereby agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         The following capitalized terms used in this Agreement shall have the
respective meanings ascribed to them below:

         "Act" means the Delaware Limited Liability Company Act, in effect at
the time of the initial filing of the Certificate with the Office of the
Secretary of State of the State of Delaware, and as thereafter amended from time
to time.

         "Affiliate" shall mean, with respect to any specified person or entity,
(i) any person or entity that directly or indirectly controls, is controlled by,
or is under common control with such specified person or entity; (ii) any person
or entity that directly or indirectly controls 10% or more of the outstanding
equity securities of the specified entity or of which the specified person or
entity is directly or indirectly the owner of 10% or more of any class of equity
securities; (iii) any person or entity that is an officer of, director of,
manager of, partner in, or trustee of, or serves in a similar capacity with
respect to, the specified person or entity or of which the specified person or
entity is an officer, director, partner, manager or trustee, or with respect to
which the specified person or entity serves in a similar capacity; or (iv) any
person that is a spouse, mother, father, brother, sister or lineal descendant of
the specified person.

         "Agreement" means this Limited Liability Company Agreement as it may be
amended, supplemented, or restated from time to time.

         "Capital Account" means a separate account maintained for each Member
and adjusted in accordance with Treasury Regulations under Section 704 of the
Code. To the extent consistent with such Treasury Regulations, the adjustments
to such accounts shall include the following:



                  (i) There shall be credited to each Member's Capital Account
         the amount of any cash actually contributed by such Member to the
         capital of the LLC, the fair market value of any property contributed
         by such Member to the capital of the LLC, the amount of liabilities of
         the LLC assumed by the Member or to which property distributed to the
         Member was subject and such Member's share of the Net Profits of the
         LLC and of any items in the nature of income or gain separately
         allocated to the Members; and there shall be charged against each
         Member's Capital Account the amount of all cash distributions to such
         Member, the fair market value of any property distributed to such
         Member by the LLC, the amount of liabilities of the Member assumed by
         the LLC or to which property contributed by the Member to the LLC was
         subject and such Member's share of the Net Losses of the LLC and of any
         items in the nature of losses or deductions separately allocated to the
         Members.

                  (ii) If the LLC at any time distributes any of its assets
         in-kind to any Member, the Capital Account of each Member shall be
         adjusted to account for that Member's allocable share of the Net
         Profits, Net Losses or items thereof that would be realized by the LLC
         if it sold the assets that were distributed at their respective fair
         market values (taking Code Section 7701(g) into account) immediately
         prior to their distribution.

                  (iii) If elected by the LLC in accordance with Section 6.01(b)
         hereof, at any time specified in Treasury Regulation Section
         1.704-1(b)(2)(iv)(f), the Capital Account balance of each Member shall
         be adjusted to the extent provided under such Treasury Regulation to
         reflect the Member's allocable share (as determined under Article V) of
         the items of Net Profits or Net Losses that would be realized by the
         LLC if it sold all of its property at its fair market value (taking
         Code Section 7701(g) into account) on the day of the adjustment.

         "Carrying Value" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes; provided, however, that (i) the initial
Carrying Value of any asset contributed to the LLC shall be adjusted to equal
its gross fair market value at the time of its contribution and (ii) the
Carrying Values of all assets held by the LLC shall be adjusted to equal their
respective gross fair market values (taking Code Section 7701(g) into account)
upon an adjustment to the Capital Accounts of the Members described in paragraph
(iii) of the definition of "Capital Account." The Carrying Value of any asset
whose Carrying Value was adjusted pursuant to the preceding sentence thereafter
shall be adjusted in accordance with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(iv)(g).

         "Certificate" means the Certificate of Formation creating the LLC, as
it may, from time to time, be amended in accordance with the Act.

         "Class A Member" shall refer severally to any person named as a Class A
Member in this Agreement and any person who becomes an additional, substitute or
replacement Class A Member as permitted by this Agreement, in such person's
capacity as a Class A Member of the LLC. "Class A Members" shall refer
collectively to all such persons in their capacities as Class A Members.

         "Class B Member" shall refer severally to any person named as a Class B
Member in this Agreement and any person who becomes an additional, substitute or
replacement Class B Member as permitted by this Agreement, in such person's
capacity as a Class B Member of the LLC. "Class B Members" shall refer
collectively to all such persons in their capacities as Class B Members.

         "CMGI" means CMGI Inc., a Delaware corporation.

         "CMGI Fund" means CMG @ Ventures III, LLC, a Delaware limited liability
company.

                                       2



         "CMGI Fund Agreement" means the Limited Liability Company Agreement of
the CMGI Fund, as from time to time amended and in effect.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Distributable Cash and Property", with respect to any particular
Investment shall mean, with respect to any fiscal period, the excess of all cash
receipts and property of the LLC from such Investment, including dividends or
distributions in respect of such Investment, proceeds from a capital transaction
relating to such Investment, and any and all other sources (but excluding
capital contributions of the Members) over the sum of:

                  (i) Any and all expenses of the LLC related directly or
         indirectly to such Investment (except to the extent such expenses are
         reattributed to one or more other Investments pursuant to clause (ii)
         below), including an allocable share of the following types of LLC
         expenses:

                           (A) cash disbursements for all items which are
                  customarily considered to be "operating expenses";

                           (B) payments of interest, principal and premium and
                  points and other costs of borrowing under any indebtedness of
                  the LLC;

                           (C) payments made to purchase or sell securities, and
                  brokerage commissions, finders fees and transaction costs;

                           (D) payments made to purchase inventory or capital
                  assets, and for capital construction, rehabilitation,
                  acquisitions, alterations and improvements; and

                           (E) amounts set aside as reserves for working
                  capital, contingent liabilities, replacements or for any of
                  the expenditures described in clauses (A), (B), (C) and (D)
                  above which are deemed by the Class B Members (in their
                  reasonable discretion) to be necessary to meet the current and
                  anticipated future needs of the LLC; and

                  (ii) The amount of expenses described in clause (i) above that
         (A) are attributable to another Investment (the "Other Investment"),
         (B) are not paid from the receipts of cash and property attributable to
         the Other Investment as a result of the total expenses attributable to
         the Other Investment for the fiscal period exceeding the total receipts
         of cash and property attributable to the Other Investment for the
         fiscal period and (C) are paid from the receipts of cash and property
         in respect of the Investment for which the computation of Distributable
         Cash and Property is being made (the "First Investment"); provided,
         however, that if Distributable Cash and Property with respect to the
         First Investment is reduced as a result of this clause (ii), a
         corresponding amount of the next amount of Distributable Cash and
         Property with respect to the Other Investment shall be treated as a
         receipt attributable to the First Investment.

For purposes of determining Distributable Cash or Property in respect of any
particular Investment, the Class B Members shall allocate all LLC expenses of
the types described in clauses (i) and (ii) above among all Investments and to
Other Cash Receipts in such manner as they may reasonably determine.

         "Distributable Other Cash" means, with respect to any fiscal period,
the excess of Other Cash Receipts over the sum of the types of expenses
described in clause (i) of the definition of "Distributable Cash and Property"
which the Class B Members reasonably allocate to Other Cash Receipts.

                                       3



         "Domestic Fund" means @ Ventures III, L.P., a Delaware limited
partnership.

         "Domestic Fund Agreement" means the Limited Partnership Agreement of
the Domestic Fund, as from time to time amended and in effect.

         "Employer" shall mean the LLC, the Management Company, any Fund, CMGI
or any Affiliate of any of them. For purposes of this Agreement, a Portfolio
Company shall not constitute an Affiliate of any of the LLC, any Fund or CMGI
(and a Member shall not be deemed to be employed by the Employer if such Member
is employed by a Portfolio Company), unless the Class B Members specifically
elect in writing treat a Portfolio Company as an Affiliate and such Portfolio
Company falls within the definition of "Affiliate" set forth above.

         "Foreign Fund" means @ Ventures Foreign Fund III, L.P., a Delaware
limited partnership.

         "Foreign Fund Agreement" means the Limited Partnership Agreement of the
Foreign Fund, as from time to time amended and in effect.

         "Funds" means the Domestic Fund, the Foreign Fund and the CMGI Fund,
and "Fund" means any one of the Funds.

         "Investment" means each investment (excluding short-term investments
made pending investments in securities in Portfolio Companies) made by the LLC.
The LLC will invest only in Portfolio Companies in which one or more of the
Funds invests (excluding short-term investments made by any Fund pending
investments in securities in Portfolio Companies), and only at substantially the
same times and upon substantially the same terms upon which the Funds invest in
such Portfolio Companies.

         "Investment Percentage Interest" means each Member's percentage
interest in an Investment, as specified on the Investment Schedule for such
Investment.

         "Investment Schedule" means, with respect to each Investment, a
Schedule which shall be attached to this Agreement at such time as the
Investment is made and shall reflect the information described in Section
3.03(a) hereof with respect to the Investment.

         "LLC" means the limited liability company formed pursuant to the
Certificate and this Agreement, as it may from time to time be constituted and
amended.

         "Majority in Number of the Class B Members" means, with respect to a
particular action or matter, a majority in number of the Class B Members then
entitled to vote on the action.

         "Management Company" means @Ventures Management, LLC, a Delaware
limited liability company which provides management services to the Funds.

         "Maximum Contribution Obligation" for any Class A Member means the
amount set forth opposite such Class A Member's name on Schedule A hereto, as
amended and in effect from time to time.

         "Member" shall refer severally to any person named as a Class A Member
or Class B Member in this Agreement and any person who becomes an additional,
substitute or replacement Class A Member or Class B Member as permitted by this
Agreement, in such person's capacity as a Member of the LLC. "Members" shall
refer collectively to all such persons in their capacities as Members.

                                       4



         "Net Profits" and "Net Losses" mean the taxable income or loss, as the
case may be, for a period as determined in accordance with Code Section 703(a),
but computed with the following adjustments:


                  (i) Items of gain, loss, and deduction shall be computed based
         upon the Carrying Values of the LLC's assets (in accordance with
         Treasury Regulation Sections 1.704(b)(2)(iv)(g) and/or 1.704-3(d))
         rather than upon the assets' adjusted bases for federal income tax
         purposes;

                  (ii) Any tax-exempt income received by the LLC shall be
         included as an item of gross income;

                  (iii) The amount of any adjustments to the Carrying Values of
         any assets of the LLC pursuant to Code Section 743 shall not be taken
         into account;

                  (iv) Any expenditure of the LLC described in Code Section
         705(a)(2)(B) (including any expenditures treated as being described in
         Section 705(a)(2)(B) pursuant to Treasury Regulations under Code
         Section 704(b)) shall be treated as a deductible expense; and

                  (v) The amount of any items of Net Profits or Net Losses
         deemed realized pursuant to paragraphs (ii) and (iii) of the definition
         of "Capital Account" shall be included in the computation.

         "Other Cash Receipts" means cash receipts of the LLC, exclusive of
capital contributions of the Members, which the Class B Members reasonably
determine are not allocable to Investments.

         "Percentage Interest" shall be the percentage interest of a Member set
forth in Schedule B, as amended from time to time, and subject to adjustment
pursuant to Sections 3.04, 8.02 and 8.03.

         "Permitted Transferee" means (A) any Member; (B) any spouse, parent,
lineal descendant, brother, sister, or spouse of a brother or sister of a
Member; (C) any trust, corporation or partnership or other entity in which any
Member and/or one of the persons designated in clause (B) is a principal,
beneficiary, majority stockholder, member or limited or general partner with an
aggregate interest in profits and losses of greater than fifty percent; (D)
grantors or beneficiaries of a trust which is (or of which the trustees thereof
are, in their capacities as trustees) a Member; or (E) charitable foundations
created or primarily endowed by a Member or a member of his or her family.

         "Portfolio Company" means the issuer of any security in which the LLC
invests other than issuers of short-term investments pending investment in
long-term investments. The LLC will invest only in Portfolio Companies in which
one or more Funds invests.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Separation Event" shall mean and shall be deemed to have occurred in
the event that:

                  (x) a Member dies or becomes mentally or physically disabled
         (as determined by a physician licensed in the Commonwealth of
         Massachusetts, selected by the Class B Members (exclusive of any Class
         B Member as to whom the determination is being made) or a conservator
         or guardian is appointed for the benefit of any Class B Member or his
         property;

                  (y) the employment or other service relationship of such
         Member to the Employer is terminated with or without cause; or

                                       5



                  (z) a Member defaults in its obligation to make Capital
         Contributions to the LLC pursuant to Section 3.01 below.



                                   ARTICLE II

                               GENERAL PROVISIONS

         2.01 Formation of Limited Liability Company; Foreign Qualification. The
LLC was formed as a limited liability company under the Act on August 3, 1998,
by the filing on such date of the Certificate in the Office of the Secretary of
State of the State of Delaware.

         Prior to the LLC's conducting business in any jurisdiction other than
the State of Delaware, the LLC shall comply, to the extent procedures are
available, with all requirements necessary to qualify the LLC as a foreign
limited liability company in each such jurisdiction where foreign qualification
is either necessary or appropriate. Each Member shall execute, acknowledge,
swear to and deliver all certificates and other instruments conforming to this
Agreement that are necessary or appropriate to qualify, or, as appropriate, to
continue or terminate the foreign qualification of, the LLC as a limited
liability company in all such jurisdictions in which the LLC may conduct
business.

         2.02 Name of the LLC. The name of the LLC shall be @ Ventures
Investors, LLC.

         2.03 Business of the LLC. The general character of the business of the
LLC is to (a) invest in each company in which one or more of the Funds invests,
and (b) engage in any activities directly or indirectly related or incidental
thereto which may be lawfully conducted by a limited liability company formed
under the laws of the State of Delaware. Each investment made by the LLC shall
(i) be in an amount which, when added to the amounts invested by the Funds in
such company, will equal 2% of the aggregate amount invested in such company by
the Funds and the LLC, (ii) be made at substantially the same time at which such
Funds invest in such company, and (iii) be upon substantially the same terms
upon which such Funds invest in such company.

         2.04 Place of Business of the LLC; Resident Agent. The address of the
principal place of business of the LLC, and the office at which the LLC will
maintain its records is 100 Brickstone Square, Andover, Massachusetts 01810. the
LLC's registered office in Delaware is c/o Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware, 19810, and the LLC's registered agent for
service of process in Delaware is Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware, 19810. The Class B Members may at any time and from time
to time change the LLC's principal place of business, establish additional
places of business, change the LLC's registered agent or registered office in
Delaware, and in each case shall promptly provide notice of any of such actions
(identifying all such offices and agents) to all Members.

         2.05 Duration of the LLC. The term of the LLC commenced on August 3,
1998, and the LLC shall have perpetual existence, unless earlier terminated in
accordance with Article IX hereof.

         2.06 Members' Names and Addresses. The name and address of each Member
are set forth on Schedule A. Additional Members may be admitted in accordance
with the procedures specified in Article VIII. A Member may not resign from the
LLC at any time.

         2.07 No Partnership. The LLC is not intended to be a general
partnership, limited partnership or joint venture, and no Member shall be
considered to be a partner or joint venturer of any other Member, for any
purposes other than foreign and domestic federal, state, provincial and local
income tax purposes, and this Agreement shall not be construed to suggest
otherwise.

                                       6



         2.08 Title to LLC Property. All property owned by the LLC, whether real
or personal, tangible or intangible, shall be deemed to be owned by the LLC as
an entity, and no Member, individually, shall have any ownership of such
property. The LLC may hold any of its assets in its own name or in the name of
its nominee, which nominee may be one or more trusts. Any property held by a
nominee trust for the benefit of the LLC shall, for purposes of this Agreement,
be treated as if such property were directly owned by the LLC.

         2.09 Nature of Member's Interest. The interests of all of the Members
in the LLC are personal property and shall not, under any circumstances, be
considered real property.

         2.10 Investment Representations. Each Member, by execution of this
Agreement or an amendment hereto reflecting such Member's admission to the LLC,
hereby represents and warrants to the LLC that:

              (a) It is acquiring an interest in the LLC for its own account for
investment only, and not with a view to, or for sale in connection with, any
distribution thereof in violation of the Securities Act or any rule or
regulation thereunder.

              (b) It understands that (i) the interest in the LLC it is
acquiring has not been registered under the Securities Act or applicable state
securities laws and cannot be resold unless subsequently registered under the
Securities Act and such laws or unless an exemption from such registration is
available, (ii) such registration under the Securities Act and such laws is
unlikely at any time in the future and neither the LLC nor the Members are
obligated to file a registration statement under the Securities Act or such
laws, and (iii) the assignment, sale, transfer, exchange, or other disposition
of the interests in the LLC is restricted in accordance with the terms of this
Agreement.

              (c) It has had such opportunity as it has deemed adequate to ask
questions of and receive answers from representatives of the LLC concerning the
LLC, and to obtain from representatives of the LLC such information which the
LLC possesses or can acquire without unreasonable effort or expense, as is
necessary to evaluate the merits and risks of an investment in the LLC.

              (d) It has, either alone or with its professional advisers,
sufficient experience in business, financial and investment matters to be able
to evaluate the merits and risks involved in investing in the LLC and to make an
informed investment decision with respect to such investment.

              (e) It can afford a complete loss of the value of its investment
in the LLC and is able to bear the economic risk of holding such investment for
an indefinite period.

              (f) If it is an entity, (i) it is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, (ii) it
has full organizational power to execute and deliver this Agreement and to
perform its obligations hereunder, (iii) its execution, delivery and performance
of this Agreement has been authorized by all requisite action on behalf of the
entity, and (iv) it has duly executed and delivered this Agreement.

                                       7



                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

         3.01     Capital Contributions.

         (a) Each Member shall be required to contribute capital to the LLC in
accordance with this Section 3.01. In no event shall any Class A Member be
required or permitted to contribute to the LLC, in the aggregate, an amount
which exceeds such Class A Member's Maximum Contribution Obligation.

         (b) As and when the LLC determines to make an Investment, the Members
participating in such Investment, as more fully described below (the
"Participating Members") shall be required to contribute capital to the LLC in
an aggregate amount sufficient to enable the LLC to make such Investment. Each
Participating Member shall contribute to the LLC his or her proportionate share
of the amount required to enable the LLC to make such Investment determined in
the manner hereinafter provided. Each Participating Member's proportionate share
of the total amount required shall equal a fraction, the numerator of which
shall be such Participating Member's Percentage Interest on the date on which
the capital contribution is called for, and the denominator of which shall be
the aggregate Percentage Interests of all Participating Members on such date,
provided, however, (i) that in no event shall a Class A Member be required or
permitted to contribute to the LLC any amount if such amount, together with all
amounts previously contributed by such Class A Member to the LLC would exceed
such Class A Member's Maximum Contribution Obligation, and (ii) if, as a result
of the limitation contained in the preceding clause (i), a Class A Member's
proportionate share of a particular capital call is reduced, the amount of such
capital call to be made by the Participating Class B Members as a group shall be
correspondingly increased (such increase to be allocated among such
Participating Class B Members based on their respective Percentage Interests).
As used herein, "Participating Members" means all Members of the LLC, other than
(x) Members for whom a Separation Event has occurred and (y) Class A Members who
have made aggregate capital contributions to the LLC equal to their Maximum
Contribution Obligation.

         (c) Subject to the limitations on Class A Members specified in Section
3.01(a), the Class B Members may call for capital for other LLC purposes as they
may from time to time reasonably determine, and any capital called for pursuant
to this Section 3.01(c) shall be contributed by the Members exclusive of Members
for whom a Separation Event has occurred in proportion to their respective
Percentage Interests on the date on which such capital is called for.

         (d) The Class B Members shall call for capital from all Members for the
purposes specified in this Section 3.01 from time to time as needed. In
connection with any such call, the Class B Members shall provide to each Member
notice of a call for capital (which notice may be given in writing or by
electronic mail), which notice shall specify the aggregate amount called for by
the LLC, a general statement of the purposes for which such capital call is
being made, each Member's share of the total amount called for, and the date on
which the capital contribution is due (which shall, to the extent reasonably
practicable, be not less than 10 days after the date of the notice).

         (e) The LLC shall maintain written records indicating the amount of
capital contributed by each Member to the LLC.

         (f) The LLC may elect to withhold from any amounts which are otherwise
distributable to a Member in accordance with the terms of this Agreement any
amount which such Member may be required to contribute to the LLC pursuant to
this Section 3.01. In addition, the LLC may withhold from any amounts which are
otherwise distributable to a Member in accordance with this

                                       8



Agreement, and pay over to the Management Company, any amount which such Member
may owe to the Management Company pursuant to certain promissory notes made by
such Member to the Management Company, which notes evidence loans made by the
Management Company to such Member in order to enable such Member to satisfy its
capital contribution obligations to the LLC.

         3.02 No Additional Capital. Except as provided in this Article III, no
Member shall be obligated or permitted to contribute any additional capital to
the LLC. No interest shall accrue on any contributions to the capital of the
LLC, and no Member shall have the right to withdraw or to be repaid any capital
contributed by it or to receive any other payment in respect of its interest in
the LLC, including without limitation as a result of the withdrawal or
resignation of such Member from the LLC, except as specifically provided in this
Agreement.

         3.03 Anticipated Operations of the LLC.

         (a) As and when any Fund determines to make an investment (other than a
short-term investment), the LLC shall make an Investment in the same issuer, in
the amounts and on the terms described in Section 2.03. In connection therewith,
the Class B Members shall call for capital in accordance with Section 3.01(b),
and after such capital contributions are made, the Class B Members shall create
an Investment Schedule for such Investment, which shall be attached to this
Agreement. The Investment Schedule for each Investment shall reflect (a) the
Portfolio Company issuing the securities, (b) the acquisition date, (c) the
number and class or series of shares of such securities, (d) the purchase price
and/or other consideration payable by the LLC therefor, (e) the Investment
Percentage Interest of each of Participating Member in such Investment
(determined in the manner hereinafter provided) and (f) such other information,
if any, as the Class B Members may deem appropriate.

         (b) The Investment Percentage Interest of each Member in each
Investment shall equal the amount of the capital contribution made by such
Participating Member to the LLC to enable the LLC to acquire such Investment
divided by the aggregate amount of the capital contributions made by all Members
to the LLC to enable the LLC to acquire such Investment.

         3.04 Separation Event.

         (a) Upon the occurrence of a Separation Event with respect to any
member:

                  (i) Such Member's Percentage Interest in the LLC shall, from
         and after the date of the Separation Event, be reduced to zero, and the
         Percentage Interest in the LLC of all Class B Members (exclusive of any
         Class B Member for whom a Separation Event has occurred) shall be
         increased by an aggregate amount equal to the amount of the Percentage
         Interest of the Member for whom the Separation Event has occurred (such
         increase to be allocated among them in proportion to their respective
         Percentage Interests immediately prior to the adjustment contemplated
         hereby).

                  (ii) Such Member shall not be entitled to participate in any
         Investment made by the LLC from and after the date of the Separation
         Event.

                  (iii) Such Member, if a Class B Member, shall have no right to
         vote on or participate in any decision or matter on or in which Class B
         Members are entitled to vote or participate and such Class B Member
         shall be disregarded for all purposes in determining the number of
         Class B Members which constitute a Majority in Number of the Class B
         Members.

                  (iv) Such Member shall not be required to make any capital
         contributions to the LLC from and after the date of the Separation
         Event.

                                       9




                  (v) Such Member shall automatically and without any action on
         the part of the LLC, such Member or any other Member, be deemed to have
         withdrawn from the LLC on the first date on which the LLC no longer
         owns any Investment in which such Member has an Investment Percentage
         Interest.

         The Class B Members shall make all determinations under this Section
3.04 (including determinations as to when and whether a Separation Event has
occurred, and the adjustment of the Percentage Interests of the Members in
connection therewith), in their reasonable discretion.

         (b) Schedules A and B shall be amended as required to effectuate the
provisions of this Section 3.04(b), any such amendments to be approved by a
Majority in Number of the Class B Members and attached to this Agreement.


                                   ARTICLE IV

                                  DISTRIBUTIONS

         4.01 Distribution of Distributable Cash and Property and Distributable
Other Cash.

         (a) Distributable Cash and Property of the LLC shall be distributed on
an Investment by Investment basis, at such times and in such amounts as the
Class B Members may in their reasonable discretion determine. Any non-cash
distributions made to the Members shall be valued at their respective fair
market values, as determined by the Class B Members in good faith and in a
manner consistent with the valuation procedures established in the Domestic Fund
Agreement and the Foreign Fund Agreement. Distributable Other Cash shall be
distributed, in such amounts as the Class B Members may determine, not less
frequently than quarterly, within 30 days following the last day of each fiscal
quarter of the LLC.

         (b) Subject to the provisions of Section 9.02(b) below: (i)
Distributable Cash and Property related to an Investment shall be distributed to
the Members in proportion to their respective Investment Percentage Interests in
such Investment; and (ii) Distributable Other Cash shall be distributed to the
Members in proportion to their respective Percentage Interests on the date the
LLC makes such distribution.

         (c) The Class B Members will use reasonable efforts to cause the LLC to
distribute to each Member in each year the Tax Distribution Amount (as defined
below), which amount shall be treated as an advance against future distributions
to such Member pursuant to Section 4.01(b) above. The Tax Distribution Amount
shall equal an amount which, when added to all distributions previously made to
the Member pursuant to this Section 4.01 from the inception of the LLC, equals
the product of (i) the Member's allocable share of the net taxable income of the
LLC computed on an aggregate cumulative basis from the inception of the LLC and
(ii) the highest combined marginal rate of federal and Massachusetts state
income tax applicable to individuals for any year since the inception of the
LLC. Separate Tax Distribution Amounts shall be computed with respect to each
Investment, and, to the extent practicable, the required distribution of the Tax
Distribution Amount attributable to a particular Investment for a particular
period shall be satisfied by a distribution of Distributable Cash and Property
attributable to such Investment. To the extent that the required distribution of
the Tax Distribution Amount attributable to a particular Investment is satisfied
by a distribution of Distributable Cash and Property attributable to another
Investment, rules similar to those set forth in the parenthetical in clause (i)
and clause (ii) of the definition of "Distributable Cash and Property" shall
apply.

                                       10




         4.02 Certain Payments to the Internal Revenue Service Treated as
Distributions.

         (a) For purposes of this Section 4.03, the Class B Members may assume
that any Member who fails to provide to the LLC satisfactory evidence of its tax
status for United States federal income tax purposes is a foreign person taxable
as corporation.

         (b) Notwithstanding anything to the contrary herein, to the extent that
the LLC is required, or elects, pursuant to applicable law, either (i) to pay
tax (including estimated tax) on a Member's allocable share of LLC items of
income or gain, whether or not distributed, or (ii) to withhold and pay over to
the tax authorities any portion of a distribution otherwise distributable to a
Member, the LLC may pay over such tax or such withheld amount to the tax
authorities, and such amount shall be treated as a distribution to such Member
at the time it is paid to the tax authorities. In the event that the amount paid
(or paid over) to the tax authorities on behalf of any Member exceeds the amount
which would have been distributed to such Member absent such tax obligation,
such excess shall be treated as a demand loan from the LLC to such Member, which
loan shall bear interest at the prime rate announced from time to time by The
Wall Street Journal, until paid in full.

         4.03 Distributions in Kind. A Member, regardless of the nature of his
contribution to the LLC, shall have no right to demand or receive any
distribution from the LLC in any form other than cash. The LLC may, at any time
and from time to time, make distributions in kind to the Members. Any Member
entitled to any interest in such assets shall, unless otherwise determined by
the Members, receive separate assets of the LLC and not an interest as a
tenant-in-common with other Members so entitled in any asset being distributed.


                                    ARTICLE V

                    ALLOCATION OF NET PROFITS AND NET LOSSES

         5.01 Basic Allocations.

         (a) Net Profits and Net Losses shall be computed on an Investment by
Investment basis as of the end of each fiscal year (or other relevant period).
Except as provided in Section 5.02 below (which shall be applied first), Net
Profits and Net Losses attributable to a particular Investment shall be
allocated among the Members in proportion to their respective Investment
Percentage Interests in such Investment. Net Profits and Net Losses attributable
to Other Cash Receipts shall be allocated among the Members in proportion to
their respective Percentage Interests.

         (b) For purposes of this Article V, the amount of the Net Profits or
Net Losses from any Investment (treating all sources of Other Cash Receipts as
one Investment) shall be determined by allocating expenses incurred by the LLC
among the Investments in the same manner that expenses are allocated pursuant to
the last sentence of the definition of "Distributable Cash and Property."

         (c) Allocations of Net Profits and Net Losses provided for in this
Section 5.01 shall generally be made as of the end of the fiscal year of the
LLC; provided, however, that allocations of items of Net Profits and Net Losses
described in clause (v) of the definition of "Net Profits" and "Net Losses"
shall be made at the time deemed realized as described in the definition of
"Capital Account."

         5.02 Regulatory Allocations. Notwithstanding the provisions of Section
5.01 above, the following allocations of Net Profits, Net Losses and items
thereof shall be made in the following order of priority:

                                       11




         (a) Items of income or gain (computed with the adjustments contained in
paragraphs (i), (ii) and (iii) of the definition of "Net Profits and Net
Losses") for any taxable period shall be allocated to the Members in the manner
and to the minimum extent required by the "minimum gain chargeback" provisions
of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section
1.704-2(i)(4).

         (b) All "nonrecourse deductions" (as defined in Treasury Regulation
Section 1.704-2(b)(1)) of the LLC for any year shall be allocated to the Members
in the manner in which Net Profits and Net Losses are allocated; provided,
however, that nonrecourse deductions attributable to "partner nonrecourse debt"
(as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to
the Members in accordance with the provisions of Treasury Regulation Section
1.704-2(i)(1).

         (c) Items of income or gain (computed with the adjustments contained in
paragraphs (i), (ii) and (iii) of the definition of "Net Profits and Net
Losses") for any taxable period shall be allocated to the Members in the manner
and to the extent required by the "qualified income offset" provisions of
Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

         (d) In no event shall Net Losses of the LLC be allocated to a Member if
such allocation would cause or increase a negative balance in such Member's
Capital Account (determined for purposes of this Section 5.02(d) only, by
increasing the Member's Capital Account balance by (i) the amount the Member is
obligated to restore to the LLC pursuant to Treasury Regulation Section
1.704-1(b)(2)(ii)(c) and (ii) such Member's share of "minimum gain" and of
"partner nonrecourse debt minimum gain" as determined pursuant to Treasury
Regulation Sections 1.704-2(g) and 1.704-2(i)(5), respectively).

         (e) Except as otherwise provided herein or as required by Code Section
704, for tax purposes, all items of income, gain, loss, deduction or credit
shall be allocated to the Members in the same manner as are Net Profits and Net
Losses; provided, however, that if the Carrying Value of any property of the LLC
differs from its adjusted basis for tax purposes, then items of income, gain,
loss, deduction or credit related to such property for tax purposes shall be
allocated among the Members so as to take account of the variation between the
adjusted basis of the property for tax purposes and its Carrying Value in the
manner provided for under Code Section 704(c).

         (f) In the event that Net Profits, Net Losses or items thereof in
respect of any Investment are allocated to one or more Members pursuant to
subsections (a) through (d) above, subsequent Net Profit, Net Losses or items
thereof will first be allocated (subject to the provisions of subsections (a)
through (d)) to the Members in a manner designed to result in each Member having
been allocated an amount of Net Profits, Net Losses or items thereof
attributable to each Investment as such Member would have been allocated had
Section 5.02 not been contained in this Agreement.

                                   ARTICLE VI

                                   MANAGEMENT

         6.01 Management of the LLC. (a) Subject to the provisions of this
Agreement and the Act, all powers shall be exercised by or under the authority
of, and the business and affairs of the LLC shall be controlled by the Members.

         (b) Except to the extent that this Agreement specifically provides for
a higher or lower number or percentage of Members, all decisions respecting any
matter set forth herein or otherwise affecting or arising out of the conduct of
the business of the LLC shall be made by action of a Majority in Number of the
Class B Members; provided that, Class B Members with respect to whom a
Separation Event has occurred shall have no right to vote on or participate in
any matter or decision to be made by

                                       12



the Class B Members and shall be disregarded for all purposes in determining the
number of Class B Members which constitute a Majority in Number of the Class B
Members. Subject to the foregoing, the Class B Members shall have the exclusive
right and full authority to manage, conduct and operate the LLC business.
Specifically, but not by way of limitation, the Class B Members (by action of
such Majority in Number) shall be authorized, for and on behalf of the LLC:

                  (i) to borrow money, to issue evidences of indebtedness and to
         guarantee the debts of others for whatever purposes they may specify,
         and, as security therefor, to pledge or otherwise encumber the assets
         of the LLC;

                  (ii) to cause to be paid on or before the due date thereof all
         amounts due and payable by the LLC to any person or entity;

                  (iii) to employ such agents, employees, managers, accountants,
         attorneys, consultants and other persons necessary or appropriate to
         carry out the business and affairs of the LLC, whether or not any such
         persons so employed are Members or are affiliated or related to any
         Member, and to pay such fees, expenses, salaries, wages and other
         compensation to such persons as the Members shall in their sole
         discretion determine;

                  (iv) to pay, extend, renew, modify, adjust, submit to
         arbitration, prosecute, defend or compromise, upon such terms as they
         may determine and upon such evidence as they may deem sufficient, any
         obligation, suit, liability, cause of action or claim, including taxes,
         either in favor of or against the LLC;

                  (v) to pay any and all fees and to make any and all
         expenditures which the Class B Members, in their discretion, deem
         necessary or appropriate in connection with the organization of the
         LLC, and the carrying out of its obligations and responsibilities under
         this or any other Agreement;

                  (vi) to invest the assets of the LLC, and to lease, sell,
         finance, refinance or dispose of all or any portion of the LLC's
         property;

                  (vii) to cause the LLC to make or revoke any of the elections
         referred to in Sections 108, 704, 709, 754 or 1017 of the Code or any
         similar provisions enacted in lieu thereof, or in any other Section of
         the Code;

                  (viii) to establish and maintain reserves for such purposes
         and in such amounts as they deem appropriate from time to time;

                  (ix) to pay all organizational expenses and general and
         administrative expenses of the LLC;

                  (x) to deal with, or otherwise engage in business with, or
         provide services to and receive compensation therefor from, any person
         who has provided or may in the future provide any services to, lend
         money to, sell property to, or purchase property from the LLC,
         including without limitation, a Member;

                  (xi) to engage in any kind of activity and to perform and
         carry out contracts of any kind necessary to, or in connection with, or
         incidental to the accomplishment of the purposes of the LLC;

                                       13



                  (xii) to compromise the obligation of a Member to make a
         contribution to the capital of the LLC or to return to the LLC money or
         other property paid or distributed to such Member in violation of this
         Agreement or the Act;

                  (xiii) to cause to be paid any and all taxes, charges and
         assessments that may be levied, assessed or imposed upon any of the
         assets of the LLC, unless the same are contested by the Class B
         Members; and

                  (xiv) to exercise all powers and authority granted by the Act
         to members, except as otherwise specifically provided in this
         Agreement.

         (d) Any Class B Member is authorized to execute, deliver and file on
behalf of the LLC any documents to be filed with the Secretary of State of the
State of Delaware. The signature of one Class B Member on any agreement,
contract, instrument or other document shall be sufficient to bind the LLC in
respect thereof and conclusively evidence the authority of such Class B Member
and the LLC with respect thereto, and no third party need look to any other
evidence or require the joinder or consent of any other party.

         (e) Each Class B Member is authorized to use the title "Managing
Director" when acting on behalf of the LLC in the conduct of the LLC's business.

         (f) No Class A Member, in his or her capacity as such, shall be
authorized to act for or on behalf of or to bind the LLC.


         6.02 Tax Matters Partner. Andrew J. Hajducky, III shall be the tax
matters partner for the LLC pursuant to Code Sections 6221 through 6231.

         6.03 Liability of the Members; Indemnification.

         (a) No Member shall be liable to the LLC or any other Member for any
act or omission taken by the Member in good faith and in the belief that such
act or omission is in the best interests of the LLC; provided that such act or
omission is not in violation of this Agreement and does not constitute
negligence, misconduct, fraud or a willful violation of law by the Member. No
Member shall be liable to the LLC or any other Member for any action taken by
any other Member, nor shall any Member (in the absence of negligence,
misconduct, fraud or a willful violation of law by the Member) be liable to the
LLC or any other Member for any action of any employee or agent of the LLC
provided that the Member shall have exercised appropriate care in the selection
and supervision of such employee or agent.

                                       14



         (b) Each Member and its respective partners, agents, employees and
Affiliates (the "Indemnitees") shall be and hereby are (i) indemnified and held
harmless by the LLC and (ii) released by the other Members from and against any
and all claims, demands, liabilities, costs, expenses, damages, losses, suits,
proceedings and actions for which such Indemnitee has not otherwise been
reimbursed (collectively, "Liabilities"), whether judicial, administrative,
investigative or otherwise, of any nature whatsoever, known or unknown,
liquidated or unliquidated, that may accrue to the LLC or any other Member or in
which any of the Indemnitees may become involved, as a party or otherwise,
arising out of the conduct of the business or affairs of the LLC by the
respective Indemnitee or otherwise relating to this Agreement, provided that an
Indemnitee shall not be entitled to indemnification or release hereunder if it
shall have been determined by a Majority in Number of the Class B Members that
(x) such person did not act in good faith and in a manner such person reasonably
believed to be in the best interests of the LLC and, in the case of a criminal
proceeding, did not have reasonable cause to believe that its conduct was
lawful, or (y) such Liabilities shall have arisen from a violation of this
Agreement or the negligence, misconduct, fraud or willful violation of law by
such Indemnitee, or actions of such Indemnitee outside the scope of and
unauthorized by this Agreement, and provided further that an Indemnitee shall
not be entitled to indemnification hereunder with respect to any liability
arising in connection with its activities performed for or on behalf of any
Portfolio Company, the securities of which have been sold or have been
distributed to the Members pursuant to Article IV, if such activities were
performed after the date on which such securities were sold or distributed. The
termination of any proceeding by settlement shall not, of itself, create a
presumption that the Indemnitee did not act in good faith and in a manner that
such person reasonably believed to be in the best interests of the LLC or that
the Indemnitee did not have reasonable cause to believe that its conduct was
lawful. The indemnification rights provided for in this Section 6.03 shall
survive the termination of the LLC and this Agreement.

         Expenses incurred by an Indemnitee in defense or settlement of any
claim that may be subject to a right of indemnification hereunder may be
advanced by the LLC prior to the final disposition thereof provided that the
following conditions are satisfied: (i) the claim relates to the performance of
duties or services by the Indemnitee on behalf of the LLC and (ii) the
Indemnitee undertakes to repay the advanced funds to the LLC if it is ultimately
determined that the Indemnitee is not entitled to be indemnified hereunder or
under applicable law. The right of any Indemnitee to indemnification provided
herein shall be cumulative of, and in addition to, any and all rights to which
such Indemnitee may otherwise be entitled by contract or as a matter of law or
equity and shall extend to such Indemnitee's successors, assigns and legal
representatives. The obligations of the Members under this Section 6.03(b) shall
be satisfied only after any applicable insurance proceeds have been exhausted
and then only out of LLC assets and, to the extent required by law,
distributions made by the LLC to the Members, and the Members shall have no
liability to fund any indemnification payment hereunder.

         6.04 Liability of Members. The liability of the Members for the losses,
debts and obligations of the LLC shall be limited to their capital
contributions; provided, however, that under applicable law, the Members may
under certain circumstances be liable to the LLC to the extent of previous
distributions made to them in the event that the LLC does not have sufficient
assets to discharge its liabilities.

         6.05 Certain Fees and Expenses. All out-of-pocket expenses reasonably
incurred by any Member in connection with the LLC's business (other than
overhead and similar expenses of any Member) shall be paid by the LLC or
reimbursed to the Member by the LLC.

                                       15



         6.06 Other Activities.

         (a) Subject to Section 6.06(b) below, the Members and their respective
Affiliates may engage in and possess interests in other business ventures and
investment opportunities of every kind and description, independently or with
others, including serving as directors, officers, stockholders, managers,
members and general or limited partners of corporations, partnerships or other
limited liability companies with purposes similar to or the same as those of the
LLC. Neither the LLC nor any other Member shall have any rights in or to such
ventures or opportunities or the income or profits therefrom.

         (b) Each Member agrees that (I) during his or her employment by the
Employer, and (II) while he or she holds any interest in the LLC, such Member
will not, directly or indirectly:

                  (x) recruit, solicit or induce, or attempt to induce, any
         employee or consultant of the Employer or of any Portfolio Company or
         of any Affiliate of any of them to terminate his or her employment
         with, or otherwise cease any relationship with, the Employer or any
         Portfolio Company or any Affiliate of any of them; or

                  (y) solicit, divert, take away, or attempt to divert or take
         away, any investment opportunity with respect to any Portfolio Company
         or any investment opportunity with respect to any prospective
         investment or prospective portfolio company which the Employer
         contacted or solicited during such Member's employment relationship
         with the Employer.

If any restriction set forth herein is found by any court to be unenforceable
because it extends for too long a period of time, or over too great a range of
activities, or over too broad a geographic area, the restriction shall be
interpreted to extend only over the maximum period of time, range of activities,
or geographic area which the court finds to be enforceable. Each Member
acknowledges and agrees that the restrictions contained in this Section 6.06(b)
are necessary for the protection of the business and goodwill of the Employer,
the Portfolio Companies and the Affiliates of any of them and are considered by
such Member to be reasonable for such purpose and that his or her interest in
the LLC is being received partly in consideration for the foregoing covenant.

                                   ARTICLE VII

                        BOOKS, RECORDS AND BANK ACCOUNTS

         7.01 Books and Records. The Class B Members shall keep or cause to be
kept just and true books of account with respect to the operations of the LLC.
Such books shall be maintained at the LLC's principal place of business, or at
such other place as the Members shall determine, and all Members, and their duly
authorized representatives, shall at all reasonable times have access to such
books as well as any information required to be made available to the Members
under the Act. The Class B Members shall not be required to deliver or mail
copies of the LLC's Certificate of Formation or copies of certificates of
amendment thereto or cancellation thereof to the Members, although such
documents shall be available for review and/or copying by the Members at the
LLC's principal place of business.


         7.02 Accounting Basis and Fiscal Year. The LLC's books shall be kept on
the accrual method of accounting, or on such other method of accounting as the
Members may from time to time determine, and shall be closed and balanced at the
end of each fiscal year of the LLC. The fiscal year of the LLC shall be the
calendar year.

                                       16



         7.03 Bank Accounts. The Class B Members shall be responsible for
causing one or more accounts to be maintained in a bank (or banks), which
accounts shall be used for the payment of the expenditures incurred by the Class
B Members in connection with the business of the LLC, and in which shall be
deposited any and all cash receipts of the LLC. All deposits and funds not
needed for the operations of the LLC may be invested in such short-term
investments as the Class B Members may determine. All such amounts shall be and
remain the property of the LLC, and shall be received, held and disbursed by the
Class B Members for the purposes specified in this Agreement. There shall not be
deposited in any of said accounts any funds other than funds belonging to the
LLC, and no other funds shall in any way be commingled with such funds.

         7.04 Reports to Members. Within 90 days after the end of each fiscal
year, the Class B Members shall cause the LLC to furnish to each Member (i) such
information as may be needed to enable the Members to file their federal income
tax returns and any required state income tax returns, and (ii) a balance sheet
of the LLC as of the last day of such fiscal year, and financial statements of
the LLC for such fiscal year, none of which need be audited. The cost of such
reporting shall be paid by the LLC as a LLC expense. Any Member may, at any
time, at its own expense, cause an audit of the LLC books to be made by a
certified public accountant of its own selection. All expenses incurred by such
accountant shall be borne by such Member.

                                  ARTICLE VIII

                        TRANSFERS OF INTERESTS OF MEMBERS

         8.01 Substitution and Assignment of Member's Interest.

         (a) Subject to Section 8.01(b) below, no Member may sell, transfer,
assign, pledge, hypothecate or otherwise dispose of all or any part of its
interest in the LLC (whether voluntarily, involuntarily or by operation of law),
unless a Majority in Number of the Class B Members shall have previously
consented to transfer, assignment, pledge, hypothecation or disposition in
writing, the granting or denying of which consent shall be in the Class B
Members' absolute discretion. The provisions of this Section 8.01(a) shall not
be applicable to any assignment of the interest of a Member to a Permitted
Transferee (provided that no such Permitted Transferee may be admitted to the
LLC as a substitute Member except as provided in Section 8.01(c) below).

         (b) No assignment of the interest of a Member shall be made if, in the
opinion of counsel to the LLC, such assignment (i) may not be effected without
registration under the Securities Act of 1933, as amended, (ii) would result in
the violation of any applicable state securities laws, (iii) would result in a
termination of the LLC under Section 708 of the Code, unless such a transfer is
consented to by a Majority in Number of the Class B Members, (iv) would result
in the treatment of the LLC as an association taxable as a corporation or as a
"publicly-traded limited partnership" for tax purposes, unless such a transfer
is consented to by a Majority in Number of the Class B Members or (v) would
require the LLC or any Fund to register as an investment company under the
Investment Company Act of 1940, as amended, or as an investment advisor under
the Investment Advisors Act of 1940, as amended. The LLC shall not be required
to recognize any assignment until the instrument conveying such interest has
been delivered to the LLC for recordation on the books of the LLC. Unless an
assignee becomes a substituted Member in accordance with the provisions of
Section 8.01(c), it shall not be entitled to any of the rights granted to a
Member hereunder, other than the right to receive all or part of the share of
the Net Profits, Net Losses, distributions of cash or property or returns of
capital to which his assignor would otherwise be entitled.

                                       17



         (c) An assignee of the interest of a Member, or any portion thereof,
shall become a substituted Member entitled to all the rights of a Member if, and
only if:

                  (i) the assignor gives the assignee such right;

                  (ii) a Majority in Number of the Class B Members consent to
         such substitution, the granting or denying of which consent shall be in
         the Class B Members' absolute discretion;

                  (iii) the assignee or the assignor pays to the LLC all costs
         and expenses incurred in connection with such substitution, including
         specifically, without limitation, costs incurred in the review and
         processing of the assignment and in amending this Agreement; and

                  (iv) the assignee executes and delivers such instruments, in
         form and substance satisfactory to the LLC, as may be necessary or
         desirable to effect such substitution and to confirm the agreement of
         the assignee to be bound by all of the terms and provisions of this
         Agreement.

         (d) The LLC and the Class B Members shall be entitled to treat the
record owner of any interest in the LLC as the absolute owner thereof in all
respects, and shall incur no liability for distributions of cash or other
property made in good faith to such owner until such time as a written
assignment of such interest has been received and accepted by the Class B
Members and recorded on the books of the LLC. The Class B Members may refuse to
accept an assignment until the end of the next successive quarterly accounting
period. In no event shall any interest in the LLC, or any portion thereof, be
sold, transferred or assigned to a minor or incompetent, and any such attempted
sale, transfer or assignment shall be void and ineffectual and shall not bind
the LLC.

         (e) If a Member who is an individual dies or a court of competent
jurisdiction adjudges him to be incompetent to manage his person or his
property, the Member's executor, administrator, guardian, conservator or other
legal representative may exercise all of the Member's rights hereunder, but
solely for the purpose of settling his estate or administering his property, and
in no event shall such executor, administrator, guardian, conservator or legal
representative participate in any way in the conduct of the business of the LLC,
or in the making of any decision or the taking of any action provided for
hereunder (including without limitation, Section 6.01(a) or (b)) for any other
purpose. If a Member is a corporation, trust or other entity, and is dissolved
or terminated, the powers of that Member may be exercised by its legal
representative or successor.

         8.02 Additional Members.

         (a) Additional Class A Members may be admitted to the LLC at any time
and from time to time upon the written consent of a Majority in Number of the
Class B Members. Additional Class B Members may be admitted to the LLC at any
time and from time to time upon the written consent of a Majority in Number of
the Class B Members. Any such consent shall specify the Maximum Contribution
Obligation, if any, and/or the capital contribution, if any, and Percentage
Interest of the additional Member, and any other rights and obligations of such
additional Member. Any such approval shall bind all Members. In connection with
any such admission of an additional Member, this Agreement (including Schedules
A and B) shall be amended to reflect the additional Member, its capital
contribution, if any, its Percentage Interest, and any other rights and
obligations of the additional Member.

         (b) In connection with any such admission of an additional Member, the
Percentage Interest or other rights and interests of the Class A Members in the
LLC shall not be diluted or otherwise modified or adjusted. Unless all Class B
Members (exclusive of those with respect to whom a Separation

                                       18



Event has occurred) otherwise agree in connection with the admission of any
additional Member to the LLC, the Percentage Interests of all Class B Members
(but not the Percentage Interests of the Class A Members) shall be diluted
proportionately based on their respective Percentage Interests immediately prior
to any such admission.

         (c) Each Member, and each person who is hereinafter admitted to the LLC
as a Class B Member, hereby consents to the admission to the LLC of any such
third party on such terms as may be approved by the Class B Members in
accordance with this Section 8.02, and to any amendment to this Agreement which
may be necessary or appropriate to reflect the admission of any such third party
and the terms of its interest in the LLC. Each Class B Member acknowledges that,
in connection with any admission of any such person, such Class B Member's
interest in allocations of Net Profits and Net Losses and distributions of cash
and property of the LLC, and net proceeds upon liquidation of the LLC, may be
diluted or otherwise altered (subject to the provisions of this Section 8.02).

         (d) Any amendment to this Agreement which shall be made in order to
effectuate the provisions of this Section 8.02 shall be executed by the number
of Class B Members required to approve the admission of the additional Member or
Members, as described in Section 8.02, and the Member being admitted to the LLC,
and any such amendment shall be binding upon all of the Members.

                                   ARTICLE IX

                           DISSOLUTION AND TERMINATION

         9.01 Events of Dissolution.

         (a) The LLC shall be dissolved:

                  (i) on a date designated in writing by a Majority in Number of
         the Class B Members;

                  (ii) upon the sale or other disposition of all of the LLC's
         assets; or

                  (iii) upon the entry of a decree of judicial dissolution under
         Section 18-802 of the Act.

         (b) Dissolution of the LLC shall be effective on the day on which the
event occurs giving rise to the dissolution, but the LLC shall not terminate
until the LLC's Certificate of Formation shall have been cancelled and the
assets of the LLC shall have been distributed as provided herein.
Notwithstanding the dissolution of the LLC, prior to the termination of the LLC,
as aforesaid, the business of the LLC and the affairs of the Members, as such,
shall continue to be governed by this Agreement. A liquidator appointed by the
Class B Members (who may be a Member), shall liquidate the assets of the LLC,
and distribute the proceeds thereof as contemplated by this Agreement and cause
the cancellation of the LLC's Certificate of Formation.

                                       19



         9.02 Distributions Upon Liquidation.

         (a) After payment of liabilities owing to creditors, the liquidator
shall set up such reserves as it deems reasonably necessary for any contingent
or unforeseen liabilities or obligations of the LLC. Said reserves may be paid
over by such liquidator to a bank, to be held in escrow for the purpose of
paying any such contingent or unforeseen liabilities or obligations and, at the
expiration of such period as such liquidator may deem advisable, such reserves
shall be distributed to the Members or their assigns in the manner set forth in
paragraph (b) below.


         (b) After paying such liabilities and providing for such reserves, the
liquidator shall cause the remaining net assets of the LLC to be distributed to
all Members with positive Capital Account balances (after such balances have
been adjusted to reflect all debits and credits required by applicable Treasury
Regulations under Section 704(b) of the Code for all events through and
including the distribution in liquidation of the LLC), in proportion to and to
the extent of such positive balances. In the event that any part of such net
assets consists of notes or accounts receivable or other non-cash assets, the
liquidator may take whatever steps it deems appropriate to convert such assets
into cash or into any other form which would facilitate the distribution
thereof. If any assets of the LLC are to be distributed in kind, such assets
shall be distributed on the basis of their fair market value net of any
liabilities. No Member shall have any right or interest in or to the name "@
Ventures" and all rights and interest in such name shall, upon termination of
the LLC, be assigned and transferred to CMGI or an Affiliate designated by CMGI.

                                    ARTICLE X

                                  MISCELLANEOUS

         10.01 Notices. Except as otherwise specifically provided in this
Agreement, any and all notices, requests, elections, consents or demands
permitted or required to be made under this Agreement shall be in writing,
signed by the Member giving such notice, request, election, consent or demand,
and shall be delivered personally, or sent by registered or certified mail, or
by overnight mail, Federal Express or other similar commercial overnight
courier, to the other Member or Members at their addresses set forth in Schedule
A, and, in the case of a notice to the LLC, at the address of its principal
office as set forth in Article I hereof, or at such other address as may be
supplied by written notice given in conformity with the terms of this Section
10.01. The date of personal delivery, three days after the date of mailing, the
business day after delivery to an overnight courier, as the case may be, or the
date of actual delivery if sent by any other method (including electronic mail),
shall be the date of such notice.

         10.02 Successors and Assigns. Subject to the restrictions on transfer
set forth herein, this Agreement, and each and every provision hereof, shall be
binding upon and shall inure to the benefit of the Members, their respective
successors, successors-in-title, heirs and assigns, and each and every
successor-in-interest to any Member, whether such successor acquires such
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

         10.03 Amendments. Except as otherwise specifically provided in this
Agreement (including without limitation, Section 3.04 and Article VIII), this
Agreement may be amended or modified only by a Majority in Number of the Class B
Members; provided that (x) no such amendment shall increase the liability of,
increase the obligations of or adversely affect the interest of, any Member
without the specific approval of such Member (other than upon the occurrence of
a Separation Event, or upon admission of a Member in accordance with Section
8.02); (y) if any provision of this Agreement provides for the approval or
consent of a greater number of Members or of Members holding a higher percentage
of the total Percentage Interests of the Members, any amendment effectuated
pursuant to such provision, and

                                       20



any amendment to such provision, shall require the approval or consent of such
greater number of Members or of Members holding such higher percentage of
Percentage Interests; and (z) subject to clauses (x) and (y) above, any
amendment to this Section 10.03 shall require the approval of Class B Members
holding not less than two-thirds of all Percentage Interests held by all Class B
Members.

         10.04 Partition. The Members hereby agree that no Member nor any
successor-in-interest to any Member, shall have the right while this Agreement
remains in effect to have the property of the LLC partitioned, or to file a
complaint or institute any proceeding at law or in equity to have the property
of the LLC partitioned, and each Member, on behalf of himself, his successors,
representatives, heirs and assigns, hereby waives any such right. It is the
intention of the Members that during the term of this Agreement, the rights of
the Members and their successors-in-interest, as among themselves, shall be
governed by the terms of this Agreement, and that the right of any Member or
successor-in-interest to assign, transfer, sell or otherwise dispose of his
interest in the LLC shall be subject to the limitations and restrictions of this
Agreement.

         10.05 No Waiver. The failure of any Member to insist upon strict
performance of a covenant hereunder or of any obligation hereunder, irrespective
of the length of time for which such failure continues, shall not be a waiver of
such Member's right to demand strict compliance in the future. No consent or
waiver, express or implied, to or of any breach or default in the performance of
any obligation hereunder, shall constitute a consent or waiver to or of any
other breach or default in the performance of the same or any other obligation
hereunder.

         10.06 Entire Agreement. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof.

         10.07 Captions. Titles or captions of Articles or sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision hereof.

         10.08 Counterparts. This Agreement may be executed in a number of
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the Members notwithstanding that all Members have not
signed the same counterpart.

         10.09 Applicable Law. This Agreement and the rights and obligations of
the parties hereunder shall be governed by and interpreted, construed and
enforced in accordance with the laws of the State of Delaware.

         10.10 Gender, Etc. In the case of all terms used in this Agreement, the
singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires.

         10.11 Creditors. None of the provisions of this Agreement shall be for
the benefit of or enforceable by any creditor of any Member or of the LLC other
than a Member who is such a creditor of the LLC.

                            [SIGNATURE PAGES FOLLOW.]

                                       21



         IN WITNESS WHEREOF, the Members have signed and sworn to this Agreement
under penalties of perjury as of the date first above written.

                                    CLASS A MEMBER:

                                    /s/ Denise Ames
                                    --------------------------------
                                    Denise Ames

                                    /s/ Joshua Daniels
                                    --------------------------------
                                    Joshua Daniels

                                    /s/ Denise W. Marks
                                    --------------------------------
                                    Denise W. Marks

                                    /s/ Janet Veino
                                    --------------------------------
                                    Janet Veino


                                    CLASS B MEMBERS:

                                    /s/ David S. Wetherell
                                    --------------------------------
                                    David S. Wetherell

                                    /s/ Guy A. Bradley
                                    --------------------------------
                                    Guy A. Bradley

                                    /s/ Jonathan Callaghan
                                    --------------------------------
                                    Jonathan Callaghan

                                    /s/ Andrew J. Hajducky, III
                                    --------------------------------
                                    Andrew J. Hajducky, III

                                    /s/ Peter H. Mills
                                    --------------------------------
                                    Peter H. Mills

                                    /s/ Marc Poirier
                                    --------------------------------
                                    Marc Poirier

                                    /s/ Brad Garlinghouse
                                    --------------------------------
                                    Brad Garlinghouse

                                    /s/ David Nerrow
                                    --------------------------------
                                    David Nerrow


                                       22

                                                                   EXHIBIT 10.75

                     LIMITED LIABILITY COMPANY AGREEMENT OF
                           @ VENTURES MANAGEMENT, LLC

          THIS LIMITED LIABILITY COMPANY AGREEMENT of @ Ventures Management, LLC
(the "LLC), dated as of May 27, 1998, is by and among the persons named on
Schedule A attached hereto. Each of such persons is sometimes hereinafter
referred to individually as a "Member," and such persons are sometimes
hereinafter referred to collectively as the "Members."

          WHEREAS, the Members formed the LLC upon the filing, on May 27, 1998,
of a Certificate of Formation for the LLC pursuant to the Delaware Limited
Liability Company Act; and

          WHEREAS, the Members desire to enter into this Agreement to set forth
the agreements among the Members with respect to the LLC, all as more fully set
forth herein.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the
agreements hereinafter set forth, the parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          The following capitalized terms used in this Agreement shall have the
respective meanings ascribed to them below:

          "Act" means the Delaware Limited Liability Company Act, in effect at
the time of the initial filing of the Certificate with the Office of the
Secretary of State of the State of Delaware, and as thereafter amended from time
to time.

          "Adjusted Capital Account" means, for each Member, such Member's
Capital Account balance increased by such Member's share of "minimum gain" and
of "partner nonrecourse debt minimum gain" (as determined pursuant to Treasury
Regulation Sections 1.704-2(g) and 1.704-2(i)(5), respectively).

          "Affiliate" shall mean, with respect to any specified person or
entity, (i) any person or entity that directly or indirectly controls, is
controlled by, or is under common control with such specified person or entity;
(ii) any person or entity that directly or indirectly controls 10% or more of
the outstanding equity securities of the specified entity or of which the
specified person or entity is directly or indirectly the owner of 10% or more of
any class of equity securities; (iii) any person or entity that is an officer
of, director of, manager of, partner in, or trustee of, or serves in a similar
capacity with respect to, the specified person or entity or of which the
specified person or entity is an officer, director, partner, manager or trustee,
or with respect to



which the specified person or entity serves in a similar capacity; or (iv) any
person that is a spouse, mother, father, brother, sister or lineal descendant of
the specified person.

          "Agreement" means this Limited Liability Company Agreement as it may
be amended, supplemented, or restated from time to time.

          "Capital Account" means a separate account maintained for each Member
and adjusted in accordance with Treasury Regulations under Section 704 of the
Code. To the extent consistent with such Treasury Regulations, the adjustments
to such accounts shall include the following:

                    (i) There shall be credited to each Member's Capital Account
          the amount of any cash actually contributed by such Member to the
          capital of the LLC, the fair market value of any property contributed
          by such Member to the capital of the LLC, the amount of liabilities of
          the LLC assumed by the Member or to which property distributed to the
          Member was subject and such Member's share of the Net Profits of the
          LLC and of any items in the nature of income or gain separately
          allocated to the Members; and there shall be charged against each
          Member's Capital Account the amount of all cash distributions to such
          Member, the fair market value of any property distributed to such
          Member by the LLC, the amount of liabilities of the Member assumed by
          the LLC or to which property contributed by the Member to the LLC was
          subject and such Member's share of the Net Losses of the LLC and of
          any items in the nature of losses or deductions separately allocated
          to the Members.

                    (ii) If the LLC at any time distributes any of its assets
          in-kind to any Member, the Capital Account of each Member shall be
          adjusted to account for that Member's allocable share of the Net
          Profits, Net Losses or items thereof that would be realized by the LLC
          if it sold the assets that were distributed at their respective fair
          market values (taking Code Section 7701(g) into account) immediately
          prior to their distribution.

                    (iii) If elected by the LLC in accordance with Section
          6.01(b) hereof, at any time specified in Treasury Regulation Section
          1.704-1(b)(2)(iv)(f), the Capital Account balance of each Member shall
          be adjusted to the extent provided under such Treasury Regulation to
          reflect the Member's allocable share (as determined under Article V)
          of the items of Net Profits or Net Losses that would be realized by
          the LLC if it sold all of its property at its fair market value
          (taking Code Section 7701(g) into account) on the day of the
          adjustment.

          "Carrying Value" means, with respect to any asset, the asset's
adjusted basis for federal income tax purposes; provided, however, that (i) the
initial Carrying Value of any asset contributed to the LLC shall be adjusted to
equal its gross fair market value at the time of its contribution and (ii) the
Carrying Values of all assets held by the LLC shall be adjusted to equal their
respective gross fair market values (taking Code Section 7701(g) into account)
upon an adjustment to the Capital Accounts of the Members described in paragraph
(iii) of the definition of "Capital Account." The Carrying Value of any asset
whose Carrying Value was adjusted pursuant to the preceding sentence thereafter
shall be adjusted in accordance with the provisions


                                       2



of Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

          "Certificate" means the Certificate of Formation creating the LLC, as
it may, from time to time, be amended in accordance with the Act.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Distributable Cash" means, with respect to any fiscal period, the
excess of all cash receipts of the LLC from any source whatsoever, including
normal operations, sales of assets, proceeds of borrowings, capital
contributions of the Members, proceeds from a capital transaction, amounts
released from reserves and any and all other sources over the sum of the
following amounts:

                    (i) cash disbursements for salaries, employee benefits
          (including profit-sharing, bonus and similar plans), fringe benefits,
          accounting and bookkeeping services and equipment, costs of sales of
          assets, utilities, rental payments with respect to equipment or real
          property, management fees and expenses, insurance, real estate taxes,
          legal expenses, costs of repairs and maintenance, and any and all
          other items which are customarily considered to be "operating
          expenses";

                    (ii) payments of interest, principal and premium and points
          and other costs of borrowing under any indebtedness of the LLC;

                    (iii) payments made to purchase inventory or capital assets,
          and for capital construction, rehabilitation, acquisitions,
          alterations and improvements; and

                    (iv) amounts set aside as reserves for working capital,
          contingent liabilities, replacements or for any of the expenditures
          described in clauses (i), (ii) and (iii) above which are deemed by the
          Voting Members to be necessary to meet the current and anticipated
          future needs of the LLC.

          "LLC" means the limited liability company formed pursuant to the
Certificate and governed by this Agreement, as it may from time to time be
constituted and amended.

          "LLC Capital" means an amount equal to the sum of all of the Members'
Adjusted Capital Account balances determined immediately prior to the allocation
to the Members pursuant to Sections 5.01(a)(ii) or 5.01(b)(i) of any Net Profits
or Net Losses, increased by the aggregate amount of Net Profits then to be
allocated to the Members pursuant to Section 5.01(a)(ii) or decreased by the
aggregate amount of Net Losses then to be allocated to the Members pursuant to
Section 5.01(b)(i).

          "Majority in Number of the Voting Members" means, with respect to a
particular action, a majority in number of all Voting Members then entitled to
vote on such action.

          "Member" shall refer severally to any person named as a Member in this
Agreement (whether a Voting Member or a Non-Voting Member) and any person who
becomes an


                                       3



additional, substitute or replacement Member as permitted by this Agreement, in
such person's capacity as a Member of the LLC. "Members" shall refer
collectively to all such persons in their capacities as Members. Except as
expressly set forth in this Agreement, the rights, obligations and interests of
the Voting Members and the Non-Voting Members shall be identical.

          "Net Profits" and "Net Losses" mean the taxable income or loss, as the
case may be, for a period as determined in accordance with Code Section 703(a)
computed with the following adjustments:

                    (i) Items of gain, loss, and deduction shall be computed
          based upon the Carrying Values of the LLC's assets (in accordance with
          Treasury Regulation Sections 1.704(b)(2)(iv)(g) and/or 1.704-3(d))
          rather than upon the assets' adjusted bases for federal income tax
          purposes;

                    (ii) Any tax-exempt income received by the LLC shall be
          included as an item of gross income;

                    (iii) The amount of any adjustments to the Carrying Values
          of any assets of the LLC pursuant to Code Section 743 shall not be
          taken into account;

                    (iv) Any expenditure of the LLC described in Code Section
          705(a)(2)(B) (including any expenditures treated as being described in
          Section 705(a)(2)(B) pursuant to Treasury Regulations under Code
          Section 704(b)) shall be treated as a deductible expense;

                    (v) The amount of items of income, gain, loss or deduction
          specially allocated to any Members pursuant to Section 5.02 shall not
          be included in the computation; and

                    (vi) The amount of any items of Net Profits or Net Losses
          deemed realized pursuant to paragraphs (ii) and (iii) of the
          definition of "Capital Account" shall be included in the computation.

          "Non-Voting Member" shall refer severally to any Member identified as
a Non-Voting Member on Schedule A hereto and any person who becomes an
additional, substitute or replacement Non-Voting Member as permitted by this
Agreement, in such person's capacity as a Non-Voting Member of the LLC.
"Non-Voting Members" shall refer collectively to all such persons in their
capacities as Non-Voting Members.

          "Percentage Interest" shall be the percentage interest of a Member set
forth in Schedule A, as amended from time to time.

          "Permitted Transferee" means (A) any Member, (B) any spouse, parent or
lineal descendant of a Member; (C) any trust, corporation or partnership or
other entity in which any Member and/or one or more of the persons described in
clause (B) are the only principals, beneficiaries, stockholders, member or
limited or general partners; (D) grantors or beneficiaries


                                       4



of a trust which is (or of which the trustees thereof are, in their capacities
as trustees) a Member; or (E) charitable foundations created or primarily
endowed by a Member or a member of his or her family.

          "Securities Act" means the Securities Act of 1933, as amended.

          "75% in Number of the Voting Members" means, with respect to a
particular action, 75% of all Voting Members then entitled to vote on such
action.

          "Two-thirds in Number of the Voting Members" means, with respect to a
particular action, two-thirds of all Voting Members then entitled to vote on
such action.

          "Voting Member" shall refer severally to any Member identified as a
Voting Member on Schedule A hereto and any person who becomes an additional,
substitute or replacement Voting Member as permitted by this Agreement, in such
person's capacity as a Voting Member of the LLC. "Voting Members" shall refer
collectively to all such persons in their capacities as Voting Members.

                                   ARTICLE II

                               GENERAL PROVISIONS

          2.01 Formation of Limited Liability Company; Foreign qualification.
The Members formed the LLC as a limited liability company under the Act. The
term of the LLC commenced on May 27, 1998, upon the filing of the Certificate in
the Office of the Secretary of State of the State of Delaware. The LLC shall
comply with all requirements necessary to qualify the LLC as a foreign limited
liability company in each such jurisdiction where foreign qualification is
either necessary or appropriate. Each Member shall execute, acknowledge, swear
to and deliver all certificates and other instruments conforming to this
Agreement that are necessary or appropriate to qualify, or, as appropriate, to
continue or terminate such qualification of, the LLC as a foreign limited
liability company in all such jurisdictions in which the LLC may conduct
business.

          2.02 Name of the LLC. The name of the LLC shall be @ Ventures
Management, LLC.

          2.03 Business of the LLC. The general character of the business of the
LLC is to provide management services to venture capital and other investment
funds, including without limitation, CMG @ Ventures, LLC, CMG @ Ventures II,
LLC, @ Ventures Ill, L.P., @ Ventures Foreign Fund III, L.P. and CMG (C)
Ventures III, LLC; and to engage in any activities directly or indirectly
related or incidental thereto or convenient for the conduct of such activities.

          2.04 Place of Business of the LLC; Resident Agent. The address of the
principal place of business of the LLC, and the office of the LLC in the
Commonwealth of Massachusetts at which the LLC will maintain its records will be
at 100 Brickstone Square, Andover, Massachusetts 01810. The LLC's registered
office in the State of Delaware shall be located at c/o The


                                       5



Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19810, and
the LLC's resident agent for service of process in Delaware shall be The
Corporation Trust Company, at 1209 Orange Street, Wilmington, Delaware 19810.
The LLC may at any time and from time to time establish additional places of
business and close places of business. The LLC shall provide prompt notice to
all Members if at any time the LLC opens an additional office, or changes its
principal place of business or registered office or registered agent in
Delaware, any such notice to specify the location of any new office, principal
place of business or registered office in Delaware, or the identity of any new
registered agent, as applicable.

          2.05 Duration of the LLC. The term of the LLC commenced upon the
filing of the Certificate, and the LLC shall have perpetual existence, unless
earlier terminated in accordance with Article IX hereof.

          2.06 Members' Names and Addresses. The name and business address of
each Member are set forth on Schedule A. Additional Members may be admitted in
accordance with the procedures specified in Article VIII. A Member may not
resign from the LLC at any time without the prior approval of a 75% in Number of
the Voting Members.

          2.07 No Partnership. The LLC is not intended to be a general
partnership, limited partnership or joint venture, and no Member shall be
considered to be a partner or joint venturer of any other Member, for any
purposes other than foreign and domestic federal, state and local income tax
purposes, and this Agreement shall not be construed to suggest otherwise.

          2.08 Title to LLC Property. All property owned by the LLC, whether
real or personal, tangible or intangible, shall be deemed to be owned by the LLC
as an entity, and no Member, individually, shall have any ownership of such
property. The LLC may hold any of its assets in its own name or in the name of
its nominee, which nominee may be one or more trusts. Any property held by a
nominee trust for the benefit of the LLC shall, for purposes of this Agreement,
be treated as if such property were directly owned by the LLC.

          2.09 Nature of Member's Interest. The interests of all of the Members
in the LLC are personal property and shall not, under any circumstances, be
considered real property.

          2.10 Investment Representations. Each Member, by execution of this
Agreement or an amendment hereto reflecting such Member's admission to the LLC,
hereby represents and warrants to the LLC that:

          (a) It is acquiring an interest in the LLC for its own account for
investment only, and not with a view to, or for sale in connection with, any
distribution thereof in violation of the Securities Act or any rule or
regulation thereunder.

          (b) It understands that (i) the interest in the LLC it is acquiring
has not been registered under the Securities Act or applicable state securities
laws and cannot be resold unless subsequently registered under the Securities
Act and such laws or unless an exemption from such registration is available,
(ii) such registration under the Securities Act and such laws is unlikely at any
time in the future and neither the LLC nor the Members are obligated to file a
registration


                                       6



statement under the Securities Act or such laws, and (iii) the assignment, sale,
transfer, exchange, or other disposition of the interests in the LLC is
restricted in accordance with the terms of this Agreement.

          (c) It has had such opportunity as it has deemed adequate to ask
questions of and receive answers from representatives of the LLC concerning the
LLC, and to obtain from representatives of the LLC such information which the
LLC possesses or can acquire without unreasonable effort or expense, as is
necessary to evaluate the merits and risks of an investment in the LLC.

          (d) It has, either alone or with its professional advisers, sufficient
experience in business, financial and investment matters to be able to evaluate
the merits and risks involved in investing in the LLC and to make an informed
investment decision with respect to such investment.

          (e) It can afford a complete loss of the value of its investment in
the LLC and is able to bear the economic risk of holding such investment for an
indefinite period.

                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

          3.01 Capital Contributions. Each Member has contributed, in cash, to
the capital of the LLC the amount set forth opposite his or her name on Schedule
A.

          3.02 No Additional Capital. No Member shall be obligated or permitted
to contribute any additional capital to the LLC. No interest shall accrue on any
contributions to the capital of the LLC, and no Member shall have the right to
withdraw or to be repaid any capital contributed by it or to receive any other
payment in respect of its interest in the LLC, including without limitation as a
result of the withdrawal or resignation of such Member from the LLC, except as
specifically provided in this Agreement.

                                   ARTICLE IV

                               CASH DISTRIBUTIONS

          4.01 Distribution of Distributable Cash. Except as provided in Section
9.02(b) below, Distributable Cash of the LLC shall be distributed to the
Members, at such times and in such amounts as the Voting Members may determine,
in proportion to their respective Percentage Interests.

          4.02 Distributions in Kind. A Member, regardless of the nature of his
contribution to the LLC, shall have no right to demand or receive any
distribution from the LLC in any form other than cash. The LLC may, at any time
and from time to time, make distributions in kind to the


                                       7



Members. If any assets of the LLC are distributed in kind, such assets shall be
distributed on the basis of their fair market value as determined by the Voting
Members. Any Member entitled to any interest in such assets shall, unless
otherwise determined by the Voting Members, receive separate assets of the LLC
and not an interest as a tenant-in-common with other Members so entitled in any
asset being distributed.

          4.03 Certain Payments to Tax Authorities Treated as Distributions.
Notwithstanding anything to the contrary herein, to the extent that the LLC is
required, or elects, pursuant to applicable law, either (i) to pay tax
(including estimated tax) on a Member's allocable share of any LLC items of
income or gain, whether or not distributed, or (ii) to withhold and pay over to
the tax authorities any portion of a distribution otherwise distributable to a
Member, and such tax or withheld amount shall be treated as a distribution to
such Member at the time it is paid to the tax authorities. In the event that the
amount paid (or paid over) to the tax authorities on behalf of a Member exceeds
the amount that would then have been distributed to the Member absent such tax
obligation, such excess shall be treated as a demand loan from the LLC to such
Member, which loan shall bear interest at the prime rate announced from time to
time by The Wall Street Journal, until paid in full.

                                    ARTICLE V

                     ALLOCATION OF NET PROFITS AND NET LOSSES

          5.01 Basic Allocations.

          (a) Except as provided in Section 5.02 below (which shall be applied
first), Net Profits of the LLC for any relevant period shall be allocated as
follows:

                    (i) First, to any Members having negative Adjusted Capital
          Account balances, in proportion to and to the extent of such negative
          balances; and

                    (ii) The balance, if any, to the Members in such proportions
          and in such amounts as would result in the Adjusted Capital Account
          balance of each Member equaling, as nearly as possible, such Member's
          share of the then LLC Capital determined by calculating the amount the
          Member would receive if an amount equal to the LLC Capital were
          distributed to the Members in accordance with the provisions of
          Section 4.01 hereof.

          (b) Except as provided in Section 5.02 below (which shall be applied
first), Net Losses of the LLC for any relevant period shall be allocated among
the Members as follows:

                    (i) First, to each Member with a positive Adjusted Capital
          Account balance, in the amount of such positive balance; provided,
          however, that if the amount of Net Losses to be allocated is less than
          the sum of the Adjusted Capital Account balances of all Members having
          positive Adjusted Capital Account balances, then the Net Losses shall
          be allocated to the Members in such proportions and in such amounts as
          would


                                       8



          result in the Adjusted Capital Account balance of each Member
          equaling, as nearly as possible, such Member's share of the then LLC
          Capital determined as set forth in Section 5.01(a) above; and

                    (ii) The balance, if any, to the Members in proportion to
          their respective Percentage Interests.

          (c) If the amount of Net Profits allocable to the Members pursuant to
Section 5.01(a)(ii) or the amount of Net Losses allocable to them pursuant to
Section 5.01(b)(i) is insufficient to allow the Adjusted Capital Account balance
of each Member to equal such Member's share of the LLC Capital, such Net Profits
or Net Losses shall be allocated among the Members in such a manner as to
decrease the differences between the Members' respective Adjusted Capital
Account balances and their respective shares of the LLC Capital in proportion to
such differences.

          (d) Allocations of Net Profits and Net Losses provided for in this
Section 5.01 shall generally be made as of the end of the fiscal year of the
LLC; provided, however, that allocations of items of Net Profits and Net Losses
described in clause (vi) of the definition of "Net Profits" and "Net Losses"
shall be made at the time deemed realized as described in the definition of
"Capital Account."

          (e) Upon admission of any Member to the LLC following the date of
formation of the LLC, any deduction attributable to such admission shall be
allocated among the Members of the LLC (determined immediately prior to the
admission of such new Member), in proportion to such Members' respective
Percentage Interests as in effect immediately prior to such admission.

          5.02 Regulatory Allocations. Notwithstanding the provisions of Section
5.01 above, the following allocations of Net Profits, Net Losses and items
thereof shall be made in the following order of priority:

          (a) Items of income or gain (computed with the adjustments contained
in paragraphs (i), (ii) and (iii) of the definition of "Net Profits and Net
Losses") for any taxable period shall be allocated to the Members in the manner
and to the minimum extent required by the "minimum gain chargeback" provisions
of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section
1.704-2(i)(4).

          (b) All "nonrecourse deductions" (as defined in Treasury Regulation
Section 1.704-2(b)(1)) of the LLC for any year shall be allocated to the Members
in accordance with their respective Percentage Interests; provided, however,
that nonrecourse deductions attributable to "partner nonrecourse debt" (as
defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the
Members in accordance with the provisions of Treasury Regulation Section
1.704-2(i)(1).

          (c) Items of income or gain (computed with the adjustments contained
in paragraphs (i), (ii) and (iii) of the definition of "Net Profits and Net
Losses") for any taxable


                                       9



period shall be allocated to the Members in the manner and to the extent
required by the "qualified income offset" provisions of Treasury Regulation
Section 1.704-1(b)(2)(ii)(d).

          (d) In no event shall Net Losses of the LLC be allocated to a Member
if such allocation would cause or increase a negative balance in such Member's
Adjusted Capital Account (determined for purposes of this Section 5.02(d) only,
by increasing the Member's Adjusted Capital Account balance by the amount the
Member is obligated to restore to the LLC pursuant to Treasury Regulation
Section 1.704-1(b)(2)(ii)(c).

          (e) Except as otherwise provided herein or as required by Code Section
704, for tax purposes, all items of income, gain, loss, deduction or credit
shall be allocated to the Members in the same manner as are Net Profits and Net
Losses; provided, however, that if the Carrying Value of any property of the LLC
differs from its adjusted basis for tax purposes, then items of income, gain,
loss, deduction or credit related to such property for tax purposes shall be
allocated among the Members so as to take account of the variation between the
adjusted basis of the property for tax purposes and its Carrying Value in the
manner provided for under Code Section 704(c).

                                   ARTICLE VI

                                   MANAGEMENT

          6.01 Management of the LLC.

          (a) Subject to the provisions of this Agreement and the Act, all
powers shall be exercised by or under the authority of, and the business and
affairs of the LLC shall be controlled by the Members.

          (b) Except to the extent that this Agreement specifically provides for
a higher or lower number or percentage or group of Members, all decisions
respecting any matter set forth herein or otherwise affecting or arising out of
the conduct of the business of the LLC shall be made by action of a Majority in
Number of the Voting Members. Subject to the foregoing, the Voting Members shall
have the exclusive right and full authority to manage, conduct and operate the
LLC business. Specifically, but not by way of limitation, the Voting Members (by
action of such Majority in Number) shall be authorized, for and on behalf of the
LLC:

                    (i) to borrow money, to issue evidences of indebtedness and
          to guarantee the debts of others for whatever purposes they may
          specify, whether or not related to the LLC or the LLC's assets, and,
          as security therefor, to mortgage, pledge or otherwise encumber the
          assets of the LLC;

                    (ii) to cause to be paid on or before the due date thereof
          all amounts due and payable by the LLC to any person or entity;

                    (iii) to employ such agents, employees, managers,
          accountants,


                                       10



          attorneys, consultants and other persons necessary or appropriate to
          carry out the business and affairs of the LLC, whether or not any such
          persons so employed are Members or are affiliated or related to any
          Member, and to pay such fees, expenses, salaries, wages and other
          compensation to such persons as the Voting Members shall in their sole
          discretion determine;

                    (iv) to pay, extend, renew, modify, adjust, submit to
          arbitration, prosecute, defend or compromise, upon such terms as they
          may determine and upon such evidence as they may deem sufficient, any
          obligation, suit, liability, cause of action or claim, including
          taxes, either in favor of or against the LLC;

                    (v) to pay any and all fees and to make any and all
          expenditures which the Voting Members, in their discretion, deem
          necessary or appropriate in connection with the organization of the
          LLC, and the carrying out of its obligations and responsibilities
          under this or any other Agreement;

                    (vi) to lease, sell, finance or refinance all or any portion
          of the LLC's property;

                    (vii) to cause the LLC to make or revoke any of the
          elections referred to in Sections 108, 704, 709, 754 or 1017 of the
          Code or any similar provisions enacted in lieu thereof, or in any
          other Section of the Code;

                    (viii) to establish and maintain reserves for such purposes
          and in such amounts as it deems appropriate from time to time;

                    (ix) to pay all organizational expenses and general and
          administrative expenses of the LLC;

                    (x) to deal with, or otherwise engage in business with, or
          provide services to and receive compensation therefor from, any person
          who has provided or may in the future provide any services to, lend
          money to, sell property to, or purchase property from the LLC,
          including without limitation, a Member;

                    (xi) to engage in any kind of activity and to perform and
          carry out contracts of any kind necessary to, or in connection with,
          or incidental to the accomplishment of the purposes of the LLC;

                    (xii) to compromise the obligation of a Member to make a
          contribution to the capital of the LLC or to return to the LLC money
          or other property paid or distributed to such Member in violation of
          this Agreement or the Act;

                    (xiii) to cause to be paid any and all taxes, charges and
          assessments that may be levied, assessed or imposed upon any of the
          assets of the LLC, unless the same are contested by the Voting
          Members; and


                                       11



                    (xiv) to exercise all powers and authority granted by the
          Act to members, except as otherwise specifically provided in this
          Agreement.

          (c) Any Member is authorized to execute, deliver and file on behalf of
the LLC any documents to be filed with the Secretary of States of the State of
Delaware, the Commonwealth of Massachusetts or any other jurisdiction in which
the LLC may qualify to transact business. The signature of one Member on any
agreement, contract, instrument or other document shall be sufficient to bind
the LLC in respect thereof and conclusively evidence the authority of such
Member and the LLC with respect thereto, and no third party need look to any
other evidence or require the joinder or consent of any other party.

          (d) The Voting Members, by action of a Majority in Number thereof, may
at any time and from time to time change the status of any Member from Voting to
Non-Voting, and vice versa. The Voting Members may, from time to time, designate
officers of the LLC, with such titles and authority as the Voting Members shall
determine. Each Member is authorized to use the title "Managing Director" when
acting on behalf of the LLC in the conduct of its business.

          6.02 Tax Matters Partner. Andrew J. Hajducky III shall be the tax
matters partner for the LLC pursuant to Code Sections 6221 through 6231. The tax
matters partner may be removed or replaced, at any time, by action of a Majority
in Number of the Voting Members.

          6.03 Liability of the Members; Indemnification. Neither the Members,
nor any of their respective Affiliates shall have any liability to the LLC or to
any other Member for any loss suffered by the LLC which arises out of any action
or inaction of such Member or their Affiliates if such Member or its Affiliates,
as the case may be, in good faith, determined that such course of conduct was in
the best interests of the LLC and such course of conduct did not constitute
gross negligence, willful misconduct, fraud or intentional violation of the law
on the part of such Member or its Affiliates. Each Member and its Affiliates
shall be indemnified by the LLC against any losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by them with
respect to actions taken by them on behalf of the LLC, provided that the same
were not the result of gross negligence, willful misconduct, fraud or
intentional violation of the law on the part of such Member or its Affiliates.
Without limiting the foregoing, the Voting Members may elect (on a case by case
basis) to permit such indemnification to include payment by the LLC of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition of such action or proceeding, upon receipt of an undertaking
by the person indemnified to repay such payment if he shall be adjudicated not
to be entitled to indemnification under this Section 6.03, which undertaking may
be accepted without reference to the financial ability of such person to make
repayment. Any indemnity under this Section 6.03 shall be paid from, and only to
the extent of, LLC assets, and no Member shall have any personal liability on
account thereof.

          6.04 Liability of Members. The liability of the Members for the
losses, debts and obligations of the LLC shall be limited to their capital
contributions; provided, however, that under applicable law, the Members may
under certain circumstances be liable to the LLC to the extent of previous
distributions made to them in the event that the LLC does not have sufficient


                                       12



assets to discharge its liabilities.

          6.05 Certain Fees and Expenses. All out-of-pocket expenses reasonably
incurred by any Member in connection with the LLC's business (other than
overhead and similar expenses of any Member) shall be paid by the LLC or
reimbursed to the Member by the LLC.

          6.06 Conflicts of Interest. No contract or transaction between the LLC
and one or more of its Members or Affiliates, or between the LLC and any other
corporation, partnership association or other organization in which one or more
of its Members or Affiliates are directors, officers or partners or have a
financial interest, shall be void or voidable solely for such reason, or solely
because the Member or Affiliate is present at or participates in any meeting of
Members which authorizes the contract or transaction, or solely because his, her
or its vote is counted for such purpose, if:

          (a) the material facts as to his, her or its interest as to the
contract or transaction are disclosed or are known to the Voting Members and the
Voting Members authorize the contract or transaction by a vote sufficient for
such purpose without counting the vote of the interested Member even though the
disinterested Voting Members may be less than a Majority in Number of the Voting
Members;

          (b) the material facts as to his, her or its interest and as to the
contract or transaction are disclosed or are known to the Voting Members
entitled to vote thereon, and the contract or transaction is specifically
approved by a vote of the Voting Members; or

          (c) the contract or transaction is fair to the LLC or its Affiliates
as of the time it is authorized, approved or ratified by the Voting Members.

          6.07 Other Activities. Each of the Members hereby agrees to use its
best efforts in connection with the purposes and objectives of the LLC and to
devote to such purposes and objectives such of his time and resources as shall
be necessary for the management of the affairs of the LLC. Subject to Section
8.03 below and the terms of any other agreement between the LLC and any Member,
the Members and their respective Affiliates may engage in and possess interests
in other business ventures and investment opportunities of every kind and
description, independently or with others, including serving as directors,
officers, stockholders, managers, members and general or limited partners of
corporations, partnerships or other limited liability companies with purposes
similar to or the same as those of the LLC. Neither the LLC nor any other Member
or Manager shall have any rights in or to such ventures or opportunities or the
income or profits therefrom.

                                   ARTICLE VII

                        BOOKS, RECORDS AND BANK ACCOUNTS

          7.01 Books and Records. The Members shall keep or cause to be kept
just and true books of account with respect to the operations of the LLC. Such
books shall be maintained at the


                                       13



LLC's principal place of business, or at such other place as the Voting Members
shall determine, and all Members, and their duly authorized representatives,
shall at all reasonable times have access to such books as well as any
information required to be made available to the Members under the Act. The
Members shall not be required to deliver or mail copies of the LLC's Certificate
of Formation or copies of certificates of amendment thereto or cancellation
thereof to the Members, although such documents shall be available for review
and/or copying by the Members at the LLC's principal place of business.

          7.02 Accounting Basis and Fiscal Year. The LLC's books shall be kept
on the accrual method of accounting, or on such other method of accounting as
the Voting Members may from time to time determine, and shall be closed and
balanced at the end of each fiscal year of the LLC. The fiscal year of the LLC
shall be the calendar year, or such other fiscal year as the Voting Members may
from time to time determine.

          7.03 Bank Accounts. The Voting Members shall be responsible for
causing one or more accounts to be maintained in a bank (or banks), which
accounts shall be used for the payment of the expenditures incurred by the
Members in connection with the business of the LLC, and in which shall be
deposited any and all cash receipts of the LLC. All deposits and funds not
needed for the operations of the LLC may be invested in such short-term
investments as the Voting Members may determine. All such amounts shall be and
remain the property of the LLC, and shall be received, held and disbursed by the
Voting Members for the purposes specified in this Agreement. There shall not be
deposited in any of said accounts any funds other than funds belonging to the
LLC, and no other funds shall in any way be commingled with such funds.

          7.04 Reports to Members. Within 120 days after the end of each fiscal
year, the Members shall cause the LLC to furnish to each Member such information
as may be needed to enable the Members to file their federal income tax returns
and any required state income tax returns. The cost of such reporting shall be
paid by the LLC as an LLC expense. Any Member may, at any time, at its own
expense, cause an audit of the LLC books to be made by a certified public
accountant of its own selection. All expenses incurred by such accountant shall
be borne by such Member.

                                  ARTICLE VIII

                           TRANSFERS OF INTERESTS OF MEMBERS

          8.01 Substitution and Assignment of Member's Interest.

          (a) No Member may sell, transfer, assign, pledge, hypothecate or
otherwise dispose of all or any part of its interest in the LLC (whether
voluntarily, involuntarily or by operation of law), unless a Majority in Number
of the Voting Members (exclusive of the transferring Member) shall have
previously consented to such assignment in writing, the granting or denying of
which consent shall be in the such Voting Members' absolute discretion. The
provisions of this Section 8.01(a) shall not be applicable to (i) any transfer
of an interest in the LLC pursuant to Sections 8.03 or 8.04, or (ii) any
assignment of an interest to a Permitted


                                       14



Transferee (provided that such Permitted Transferee may not be admitted as a
substitute Member without compliance with this Section 8.01(a)).

          (b) No assignment of the interest of a Member shall be made if, in the
opinion of counsel to the LLC, such assignment (i) may not be effected without
registration under the Securities Act of 1933, as amended, (ii) would result in
the violation of any applicable state securities laws, (iii) would result in a
termination of the LLC under Section 708 of the Code, unless such a transfer is
consented to by a Majority in Number of the Voting Members without regard to the
transferring Member or (iv) would result in the treatment of the LLC as an
association taxable as a corporation or as a "publicly-traded limited
partnership" for tax purposes, unless such a transfer is consented to by a
Majority in Number of the Voting Members without regard to the transferring
Member. The LLC shall not be required to recognize any assignment until the
instrument conveying such interest has been delivered to the LLC for recordation
on the books of the LLC. Unless an assignee becomes a substituted Member in
accordance with the provisions of Section 8.01(c), it shall not be entitled to
any of the rights granted to a Member hereunder, other than the right to receive
all or part of the share of the Net Profits, Net Losses, items of income, gain,
loss or deduction, distributions or returns of capital to which his assignor
would otherwise be entitled.

          (c) An assignee of the interest of a Member, or any portion thereof,
shall become a substituted Member entitled to all the rights of a Member if, and
only if:

                    (i) the assignor gives the assignee such right;

                    (ii) the Voting Members by action of a Majority in Number
          thereof (without regard to the transferring Member) consent to such
          substitution, the granting or denying of which consent shall be in
          such Voting Members' absolute discretion;

                    (iii) the assignee or the assignor pays to the LLC all costs
          and expenses incurred in connection with such substitution, including
          specifically, without limitation, costs incurred in the review and
          processing of the assignment and in amending this Agreement; and

                    (iv) the assignee executes and delivers such instruments, in
          form and substance satisfactory to the LLC, as may be necessary or
          desirable to effect such substitution and to confirm the agreement of
          the assignee to be bound by all of the terms and provisions of this
          Agreement.

          The provisions of clause (ii) of this Section 8.01(c) shall not be
applicable to any transfer of an interest in the LLC pursuant to Sections 8.03
or 8.04.

          (d) Unless a Majority in Number of the Voting Members (exclusive of
the assignor) otherwise approve, any assignee of the interest of a Voting Member
who becomes a substitute Member shall be and become a Voting Member, and any
assignee of the interest of a Non-Voting Member who becomes a substitute Member
shall be and become a Non-Voting Member.


                                       15



          (e) The LLC and the Members shall be entitled to treat the record
owner of any interest in the LLC as the absolute owner thereof in all respects,
and shall incur no liability for distributions of cash or other property made in
good faith to such owner until such time as a written assignment of such
interest has been received and accepted by the Members and recorded on the books
of the LLC. The Voting Members may refuse to accept an assignment until the end
of the next successive quarterly accounting period. In no event shall any
interest in the LLC, or any portion thereof, be sold, transferred or assigned to
a minor or incompetent, and any such attempted sale, transfer or assignment
shall be void and ineffectual and shall not bind the LLC.

          (f) Subject to Section 8.04, if a Member who is an individual dies or
a court of competent jurisdiction adjudges him to be incompetent to manage his
person or his property, the Member's executor, administrator, guardian,
conservator or other legal representative may exercise all of the Member's
rights hereunder, but solely for the purpose of settling his estate or
administering his property, and in no event shall such executor, administrator,
guardian, conservator or legal representative participate in any way in the
conduct of the business of the LLC, or in the making of any decision or the
taking of any action provided for hereunder (including without limitation,
Section 6.01(a) or (b)) for any other purpose. If a Member is a corporation,
trust or other entity, and is dissolved or terminated, the powers of that Member
may be exercised by its legal representative or successor.

          8.02 Additional Members. Except as provided in Sections 8.01, 8.03 and
8.04, additional Members may be admitted to the LLC only upon the written
consent of 75% in Number of the Voting Members, and any such consent shall
specify whether the Member is a Voting or Non-Voting Member and the capital
contribution, Percentage Interest and any other rights and obligations of such
additional Member. Such approval shall bind all Members. In connection with any
such admission, this Agreement (including Schedule A) shall be amended to
reflect the additional Member, its capital contribution, if any, its Percentage
Interest, and any other rights and obligations of the additional Member.

          In connection with any such admission of additional Members, the
Percentage Interests of the Members shall be diluted proportionately, based on
their respective Percentage Interests immediately prior to any such dilution.
Without in any way limiting the foregoing, the interest of any third party
admitted to the LLC pursuant to this Section 8.02 in the Net Profits, Net
Losses, items of income, gain, loss or deduction, and distributions of cash or
property of any nature may have such priority or priorities in relationship to
the interests therein of the Members as 75% in Number of the Voting Members may
in their sole discretion determine, provided that, the relative priorities of
the Members in the Net Profits, Net Losses, items of income, gain, loss or
deduction, and distributions of any nature of the LLC shall not be altered as a
result of the admission of any such new member.

          Each Member, and each person who is hereinafter admitted to the LLC as
a Member, hereby (i) consents to the admission of any such third party on such
terms as 75% in Number of the Voting Members may determine (subject to the
provisions of this Section 8.02), and to any amendment to this Agreement which
may be necessary or appropriate to reflect the admission of any such third party
and the terms on which it invests in the LLC, and (ii) acknowledges that, in


                                       16



connection with any admission of any such person, such Member's interest in
allocations of Net Profits, Net Losses, items of income, gain, loss or
deduction, and distributions of cash and property of the LLC, and net proceeds
upon liquidation of the LLC, may be diluted or otherwise altered (subject to the
provisions of this Section 8.02). Any amendment to this Agreement which shall be
made in order to effectuate the provisions of this Section 8.02 shall be
executed by not less than 75% in Number of the Voting Members, and any such
amendment shall be binding upon all of the Members.

          8.03 Right to Remove a Member.

          (a) The Members, by action of Two-thirds in Number of the Voting
Members (determined exclusive of the Member which is the subject of removal
pursuant to this Section 8.03(a) (the "Subject Member")), may remove any Member
from the LLC, with or without cause, for any reason or for no reason. Following
the effective date of any such removal, the removed Member shall be deemed to
have withdrawn from the LLC, and thereafter shall not be entitled to participate
in allocations of Net Profits or Net Losses of the LLC, or in distributions of
cash and property of the LLC or net proceeds upon liquidation of the LLC. A
removed Member shall not be entitled to any distribution, payment or other
compensation from the LLC in respect of his removal as a Member of the LLC
pursuant to this Section 8.03(a).

          (b) Any Member may be removed from the LLC, for Cause (as defined
below), by action of a Majority in Number of the Voting Members (determined
exclusive of the Subject Member). Following the effective date of any such
removal, the removed Member shall be deemed to have withdrawn from the LLC, and
thereafter shall not be entitled to participate in allocations of Net Profits,
Net Losses or items of income gain, loss or deduction of the LLC, or in
distributions of cash and property of the LLC or net proceeds upon liquidation
of the LLC. A removed Member shall not be entitled to any distribution, payment
or other compensation from the LLC in respect of his removal as a Member of the
LLC pursuant to this Section 8.03(b).

          For purposes of this Section 8.03(b), the LLC shall have "Cause" to
remove a Member if:

                    (i) the Member is convicted of a felony involving dishonesty
          or moral turpitude; or

                    (ii) the Member engages in any business or enterprise
          (whether as owner, partner, officer, director, employee, consultant,
          investor, lender or otherwise, except as the holder of not more than
          1% of the outstanding stock of a publicly-held company) that is
          competitive with the business of the LLC or the entities to which the
          LLC provides management services, as reasonably determined by 75% in
          Number of the Voting Members exclusive of the Subject Member.

          8.04 Death or Disability of a Member. Upon the death or disability (as
hereinafter defined) of any Member, the LLC may, but shall not be obligated to,
purchase the interest of such Member. The purchase price for such interest shall
equal the fair market value of such interest, as reasonably determined by
agreement of (x) the legal representatives of the deceased or disabled Member
and (y) a Majority in Number of the Voting Members. If such persons are


                                       17



unable to agree upon such fair market value, such value shall be determined by
an independent appraiser, mutually acceptable to the legal representatives of
the deceased or disabled Member and a Majority in Number of the Voting Members.
For purposes of this Agreement, a Member shall be deemed to be disabled if he is
unable, as a result of mental or physical incapacity, to render services to the
LLC on a regular ongoing basis for a period of 180 days.

          The purchase price for the interest shall be paid in cash, or by
delivery of a promissory note of the LLC, or some combination thereof, as the
LLC may determine. Any such promissory note shall be unsecured, and shall
provide for payment of equal annual installments over a term not to exceed four
years, and shall bear interest at the then Applicable Federal Rate (as defined
in Code Section 1274(d)) for a note with the maturity date of such promissory
note. Such promissory note shall be prepayable by the LLC at any time without
premium or penalty.

          The closing of a purchase pursuant to this Section 8.04 shall be held
at the principal office of the LLC within 60 days after the date on which the
purchase price for the interest is determined, but in no event more than one
year after the date of death or the date on which the disabled Member is
determined to be disabled, as applicable. The estate or legal representative of
the deceased or disabled Member shall transfer to the LLC (or its designee) the
entire interest of such Member in the LLC, free and clear of all liens, security
interests and competing claims, and shall deliver to the LLC or its designee
such instruments of assignment, transfer, releases and such evidence of due
authorization, execution and delivery and of the absence of any liens, security
interests or competing claims as the LLC shall reasonably request. Each Member
shall execute and deliver at such closing such other instruments as shall be
necessary, appropriate or convenient to effectuate such transfer.

                                   ARTICLE IX

                           DISSOLUTION AND TERMINATION

          9.01 Events of Dissolution.

          (a) The LLC shall be dissolved:

                    (i) on a date designated in writing by 75% in Number of the
          Voting Members;

                    (ii) upon the sale or other disposition of all of the LLC's
          assets; or

                    (iii) upon the entry of a decree of judicial dissolution
          under Section 18-802 of the Act.

          (b) Dissolution of the LLC shall be effective on the day on which the
event occurs giving rise to the dissolution, but the LLC shall not terminate
until the LLC's Certificate of Formation shall have been cancelled and the
assets of the LLC shall have been distributed as


                                       18



provided herein. Notwithstanding the dissolution of the LLC, prior to the
termination of the LLC, as aforesaid, the business of the LLC and the affairs of
the Members, as such, shall continue to be governed by this Agreement. A
liquidator appointed by the Voting Members (which liquidator may be a Member),
shall liquidate the assets of the LLC, and distribute the proceeds thereof as
contemplated by this Agreement and cause the cancellation of the LLC's
Certificate of Formation.

          9.02 Distributions Upon Liquidation.

          (a) After payment of liabilities owing to creditors, the liquidator
shall set up such reserves as it deems reasonably necessary for any contingent
or unforeseen liabilities or obligations of the LLC. Said reserves may be paid
over by such liquidator to a bank, to be held in escrow for the purpose of
paying any such contingent or unforeseen liabilities or obligations and, at the
expiration of such period as such liquidator may deem advisable, such reserves
shall be distributed to the Members or their assigns in the manner set forth in
paragraph (b) below.

          (b) After paying such liabilities and providing for such reserves, the
liquidator shall cause the remaining net assets of the LLC to be distributed to
all Members with positive Capital Account balances (after such balances have
been adjusted to reflect all debits and credits required by applicable Treasury
Regulations under Section 704(b) of the Code for all events through and
including the distribution in liquidation of the LLC), in proportion to and to
the extent of such positive balances. In the event that any part of such net
assets consists of notes or accounts receivable or other non-cash assets, the
liquidator may take whatever steps it deems appropriate to convert such assets
into cash or into any other form which would facilitate the distribution
thereof. If any assets of the LLC are to be distributed in kind, such assets
shall be distributed on the basis of their fair market value net of any
liabilities.

                                    ARTICLE X

                                  MISCELLANEOUS

          10.01 Notices. Any and all notices, requests, elections, consents or
demands permitted or required to be made under this Agreement shall be in
writing, signed by the Member giving such notice, request, election, consent or
demand, and shall be delivered personally, or sent by registered or certified
mail, or by overnight mail, Federal Express or other similar commercial
overnight courier, to the other Member or Members at their addresses set forth
in Schedule A, and, in the case of a notice to the LLC, at the address of its
principal office as set forth in Article I hereof, or at such other address as
may be supplied by written notice given in conformity with the terms of this
Section 10.01. The date of personal delivery, three days after the date of
mailing, the business day after delivery to an overnight courier, as the case
may be, or the date of actual delivery if sent by any other method, shall be the
date of such notice.

          10.02 Successors and Assigns. Subject to the restrictions on transfer
set forth herein, this


                                       19



Agreement, and each and every provision hereof, shall be binding upon and shall
inure to the benefit of the Members, their respective successors,
successors-in-title, heirs and assigns, and each and every successor-in-interest
to any Member, whether such successor acquires such interest by way of gift,
purchase, foreclosure, or by any other method, shall hold such interest subject
to all of the terms and provisions of this Agreement.

          10.03 Amendments. Except as otherwise specifically provided in this
Agreement (including without limitation, Article VIII), this Agreement may be
amended or modified only by a Majority in Number of the Voting Members; provided
that (x) no such amendment shall increase the liability of, increase the
obligations of or, except as specifically provided in this Agreement (such as,
for example, in Section 8.03), adversely affect the interest of, any Member
without the specific approval of such Member; (y) if any provision of this
Agreement provides for the approval or consent of a greater number of Members or
of Members holding a higher percentage of the total Percentage Interests of the
Members, any amendment effectuated pursuant to such provision, and any amendment
to such provision, shall require the approval or consent of such greater number
of Members or of Members holding such higher percentage of Percentage Interests;
and (z) subject to clauses (x) and (y) above, any amendment to this Section
10.03 shall require the approval of 75% in Number of the Voting Members.

          10.04 Partition. The Members hereby agree that no Member nor any
successor-in-interest to any Member, shall have the right while this Agreement
remains in effect to have the property of the LLC partitioned, or to file a
complaint or institute any proceeding at law or in equity to have the property
of the LLC partitioned, and each Member, on behalf of himself, his successors,
representatives, heirs and assigns, hereby waives any such right. It is the
intention of the Members that during the term of this Agreement, the rights of
the Members and their successors-in-interest, as among themselves, shall be
governed by the terms of this Agreement, and that the right of any Member or
successor-in-interest to assign, transfer, sell or otherwise dispose of his
interest in the LLC shall be subject to the limitations and restrictions of this
Agreement.

          10.05 No Waiver. The failure of any Member to insist upon strict
performance of a covenant hereunder or of any obligation hereunder, irrespective
of the length of time for which such failure continues, shall not be a waiver of
such Member's right to demand strict compliance in the future. No consent or
waiver, express or implied, to or of any breach or default in the performance of
any obligation hereunder, shall constitute a consent or waiver to or of any
other breach or default in the performance of the same or any other obligation
hereunder.

          10.06 Entire Agreement. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof.

          10.07 Captions. Titles or captions of Articles or sections contained
in this Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision hereof.

          10.08 Counterparts. This Agreement may be executed in a number of
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the Members notwithstanding that all Members have not
signed the same counterpart.


                                       20



          10.09 Applicable Law. This Agreement and the rights and obligations of
the parties hereunder shall be governed by and interpreted, construed and
enforced in accordance with the laws of the State of Delaware.

          10.10 Gender, etc. In the case of all terms used in this Agreement,
the singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires.

          10.11 Creditors. None of the provisions of this Agreement shall be for
the benefit of or enforceable by any creditor of any Member or of the LLC other
than a Member who is such a creditor of the LLC.

          IN WITNESS WHEREOF, the Members have signed and sworn to this
Agreement under penalties of perjury as of the date first above written.

                                             MEMBERS:


                                             /s/ David S. Wetherell
                                             ----------------------------
                                             David S. Wetherell

                                             /s/ Peter H. Mills
                                             ----------------------------
                                             Peter H. Mills

                                             /s/ Jonathan Callaghan
                                             ----------------------------
                                             Jonathan Callaghan

                                             /s/ Guy A. Bradley
                                             ----------------------------
                                             Guy A. Bradley

                                             /s/ Andrew J. Hajducky III
                                             ----------------------------
                                             Andrew J. Hajducky III

                                             /s/ Marc D. Poirier
                                             ----------------------------
                                             Marc D. Poirier

                                       21

                                                                   EXHIBIT 10.76

                               @VENTURES III, L.P.

                               MANAGEMENT CONTRACT

     AGREEMENT between @Ventures III, L.P., a limited partnership organized
under the laws of the State of Delaware (the "Partnership"), and @Ventures
Management, LLC, a limited liability company organized under the laws of the
State of Delaware with its principal office in Andover, Massachusetts (the
"Company"). Capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Agreement of Limited Partnership of the
Partnership.

     WHEREAS, the Partnership has been formed pursuant to an Agreement of
Limited Partnership (the "Agreement") for the purpose of making investments in
Portfolio Companies; and

     WHEREAS, the Partnership wishes to engage the Company to provide certain
services to further the objectives and purposes of the Partnership, and the
Company is willing to provide such services;

     NOW THEREFORE, in consideration of the mutual covenants contained herein,
it is agreed as follows:

     1.   Services to be Rendered by the Company to the Partnership. The Company
will use its best efforts to provide the Partnership with investment
opportunities in Portfolio Securities meeting the requirements of the Agreement.
The Company shall provide such assistance as the Partnership may reasonably
request in identifying, evaluating, structuring, consummating, monitoring and
disposing of potential investments by the Partnership. All investment decisions
shall be made by the general partner of the Partnership on behalf of the
Partnership, and nothing in this contract shall be construed to constitute the
Company an agent of the Partnership.

     2.   Other Activities. It is understood and agreed that the Company may
have management, consulting, service or other contracts with other entities,
including companies in which the Partnership invests. The Partnership agrees
that the Company shall be free to pursue such opportunities, and that the
Partnership shall have no interest therein.

     3.   Payment of Expenses. The Company, so long as this Contract is in
effect, shall be responsible for and shall pay all of its out-of-pocket expenses
and those of the General Partner, including expenses which relate to salaries,
office space, supplies and other facilities of their businesses, except as set
forth in Section 6.5A(4) of the Agreement. It is expected that in the case of
consummated investments, the Company will use its reasonable best efforts to
ensure that all the fees and expenses incurred by the Partnership in connection
with identifying, evaluating, structuring and consummating such investments will
be paid by the Portfolio Company in which the investment was made.

     4.   The Management Fee. As full compensation for the services rendered to
the




Partnership hereunder and the expenses borne by the Company hereunder, during
the period ending four (4) years after the Initial Closing Date (the "Initial
Payment Period"), the Partnership shall pay the Company a management fee equal
to 2% per annum of the aggregate Capital Commitments of all Partners. The
management fee shall be paid semi-annually in advance commencing on the Initial
Closing Date of the Partnership and continuing on the first days of each
February and August thereafter until termination of this Contract. Subsequent to
the end of the Initial Payment Period, the management fee will be equal to 1%
per annum of the aggregate Capital Commitments of all Partners. In addition the
management fee will be reduced by one-half during any period in which the
Partnership is in a Continuity Mode as provided in Section 6.4 of the Agreement
and to the extent that the Partnership is placed in a Continuity Mode during any
period with respect to which the management fee has already been paid, such
reduction shall be reflected as a credit against the management fee to be paid
in the following semi-annual period.

     5.   Set-Offs Against Management Fee. The Company, the General Partner and
their respective Affiliates may receive management, directors', consulting and
other similar fees and compensation from companies in which the Partnership
invests, provided that the amount of such fees and other compensation is
reasonable in relation to the work performed by the Company and bear a
reasonable relation to fees and compensation charged for similar work by third
parties. One half of such fees and other compensation (referred to herein as
"Shared Portfolio Company Fees") shall be credited against the management fee
payable by the Partnership, the Foreign Fund and CMGI in proportion to their
respective aggregate capital commitments. In addition, subject to Section 6.2.0
of the Agreement, any fee, reimbursement or other form of compensation payable
by a third party as a result of the failure to consummate an investment
("Break-up Fees") to the Partnership, the General Partner, the Company or their
respective Affiliates shall be paid as follows: An amount equal to the aggregate
unreimbursed fees and expenses paid by the Partnership, the General Partner, the
Company or their Affiliates which were specific to the transaction giving rise
to such fee shall be paid to each such entity in proportion to the fees and
expenses incurred by it. The balance of any such Break-Up Fee shall be paid to
the Company; provided that one-half of the remaining Break-Up Fee shall be
credited against the management fee payable by the Partnership, the Foreign Fund
and CMGI in proportion to their respective aggregate capital commitments. To the
extent that the sum of such Shared Portfolio Company Fees and Break-up Fees
exceed the management fee payable to the Company for that period, such excess
shall be credited against the management fee payable by the Partnership, the
Foreign Fund and CMGI (in proportion to their respective aggregate capital
commitments) in subsequent periods. In the event that such amounts exceed total
future installments of the management fee, they shall be paid to the
Partnership, the Foreign Fund and CMGI (in proportion to their respective
aggregate capital commitments) and included as Operating Receipts. A
determination of the amount of management fee set-off, if any, shall be made
semi-annually as of June 30 and January 31 of each calendar year and any such
amount shall be credited against the next installment of the management fee
otherwise payable.

     6.   Term and Termination. This Contract shall become effective on its
execution and shall remain in full force and effect continuously thereafter
until the earlier to occur of (i) the date the Partnership is wound up,
liquidated and dissolved, and (ii) the removal of @Ventures Partners III, LLC as
the general partner of the Partnership. This Contract shall automatically
terminate,

                                       2



without the payment of any penalty, in the event of its assignment by the
Company without the consent of the Partnership.

     7.   Liability and Indemnification. The Company shall not be liable to the
Partnership or any Partner for any act or omission taken or suffered by the
Company in good faith and in the belief that such act or omission is in or is
not opposed to the best interests of the Partnership; provided that such act or
omission is not in violation of this Contract and does not constitute
negligence, misconduct, fraud or a willful violation of the law by the Company.
The Partnership agrees to indemnify, hold harmless and release the Company and
its respective agents, officers, employees, directors and affiliates to the same
extent that such indemnification is provided to the General Partner under
Section 9.3 of the Agreement.

     IN WITNESS WHEREOF, @Ventures III, L.P. and @Ventures Management, LLC have
caused this agreement to be signed in duplicate as of the 7th day of August,
1998.


                                        @VENTURES III, L.P.
                                        By: @Ventures Partners III, LLC,
                                            its general partner

                                        By: /s/ Andrew J. Hajducky III
                                            --------------------------

                                        @VENTURES MANAGEMENT, LLC


                                        By: /s/ Andrew J. Hajducky III
                                            --------------------------

                                       3

                                                                   EXHIBIT 10.77

                        @VENTURES FOREIGN FUND III, L.P.

                               MANAGEMENT CONTRACT

     AGREEMENT between @Ventures Foreign Fund III, L.P., a limited partnership
organized under the laws of the State of Delaware (the "Partnership"), and
@Ventures Management, LLC, a limited liability company organized under the laws
of the State of Delaware with its principal office in Andover, Massachusetts
(the "Company"). Capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Agreement of Limited Partnership of the
Partnership.

     WHEREAS, the Partnership has been formed pursuant to an Agreement of
Limited Partnership (the "Agreement") for the purpose of making investments in
Portfolio Companies; and

     WHEREAS, the Partnership wishes to engage the Company to provide certain
services to further the objectives and purposes of the Partnership, and the
Company is willing to provide such services;

     NOW THEREFORE, in consideration of the mutual covenants contained herein,
it is agreed as follows:

     1.   Services to be Rendered by the Company to the Partnership. The Company
will use its best efforts to provide the Partnership with investment
opportunities in Portfolio Securities meeting the requirements of the Agreement.
The Company shall provide such assistance as the Partnership may reasonably
request in identifying, evaluating, structuring, consummating, monitoring and
disposing of potential investments by the Partnership. All investment decisions
shall be made by the general partner of the Partnership on behalf of the
Partnership, and nothing in this contract shall be construed to constitute the
Company an agent of the Partnership.

     2.   Other Activities. It is understood and agreed that the Company may
have management, consulting, service or other contracts with other entities,
including companies in which the Partnership invests. The Partnership agrees
that the Company shall be free to pursue such opportunities, and that the
Partnership shall have no interest therein.

     3.   Payment of Expenses. The Company, so long as this Contract is in
effect, shall be responsible for and shall pay all of its out-of-pocket expenses
and those of the General Partner, including expenses which relate to salaries,
office space, supplies and other facilities of their businesses, except as set
forth in Section 6.5A(4) of the Agreement. It is expected that in the case of
consummated investments, the Company will use its reasonable best efforts to
ensure that all the fees and expenses incurred by the Partnership in connection
with identifying, evaluating, structuring and consummating such investments will
be paid by the Portfolio Company in which the investment was made.

     4. The Management Fee. As full compensation for the services rendered to
the



Partnership hereunder and the expenses borne by the Company hereunder, during
the period ending four (4) years after the Initial Closing Date (the "Initial
Payment Period"), the Partnership shall pay the Company a management fee equal
to 2% per annum of the aggregate Capital Commitments of all Partners. The
management fee shall be paid semi-annually in advance commencing on the Initial
Closing Date of the Partnership and continuing on the first days of each
February and August thereafter until termination of this Contract. Subsequent to
the end of the Initial Payment Period, the management fee will be equal to 1%
per annum of the aggregate Capital Commitments of all Partners. In addition the
management fee will be reduced by one-half during any period in which the
Partnership is in a Continuity Mode as provided in Section 6.4 of the Agreement
and to the extent that the Partnership is placed in a Continuity Mode during any
period with respect to which the management fee has already been paid, such
reduction shall be reflected as a credit against the management fee to be paid
in the following semi-annual period.

     5.   Set-Offs Against Management Fee. The Company, the General Partner and
their respective Affiliates may receive management, directors', consulting and
other similar fees and compensation from companies in which the Partnership
invests, provided that the amount of such fees and other compensation is
reasonable in relation to the work performed by the Company and bear a
reasonable relation to fees and compensation charged for similar work by third
parties. One half of such fees and other compensation (referred to herein as
"Shared Portfolio Company Fees") shall be credited against the management fee
payable by the Partnership, the Domestic Fund and CMGI in proportion to their
respective aggregate capital commitments. In addition, subject to Section 6.2.0
of the Agreement, any fee, reimbursement or other form of compensation payable
by a third party as a result of the failure to consummate an investment
("Break-up Fees") to the Partnership, the General Partner, the Company or their
respective Affiliates shall be paid as follows: An amount equal to the aggregate
unreimbursed fees and expenses paid by the Partnership, the General Partner, the
Company or their Affiliates which were specific to the transaction giving rise
to such fee shall be paid to each such entity in proportion to the fees and
expenses incurred by it. The balance of any such Break-Up Fee shall be paid to
the Company; provided that one-half of the remaining Break-Up Fee shall be
credited against the management fee payable by the Partnership, the Domestic
Fund and CMGI in proportion to their respective aggregate capital commitments.
To the extent that the sum of such Shared Portfolio Company Fees and Break-up
Fees exceed the management fee payable to the Company for that period, such
excess shall be credited against the management fee payable by the Partnership,
the Domestic Fund and CMGI (in proportion to their respective aggregate capital
commitments) in subsequent periods. In the event that such amounts exceed total
future installments of the management fee, they shall be paid to the
Partnership, the Domestic Fund and CMGI (in proportion to their respective
aggregate capital commitments) and included as Operating Receipts. A
determination of the amount of management fee set-off, if any, shall be made
semi-annually as of June 30 and January 31 of each calendar year and any such
amount shall be credited against the next installment of the management fee
otherwise payable.

     6.   Term and Termination. This Contract shall become effective on its
execution and shall remain in full force and effect continuously thereafter
until the earlier to occur of (i) the date the Partnership is wound up,
liquidated and dissolved, and (ii) the removal of @Ventures Partners III, LLC as
the general partner of the Partnership. This Contract shall automatically
terminate,

                                      2



without the payment of any penalty, in the event of its assignment by the
Company without the consent of the Partnership.

     7.   Liability and Indemnification. The Company shall not be liable to the
Partnership or any Partner for any act or omission taken or suffered by the
Company in good faith and in the belief that such act or omission is in or is
not opposed to the best interests of the Partnership; provided that such act or
omission is not in violation of this Contract and does not constitute
negligence, misconduct, fraud or a willful violation of the law by the Company.
The Partnership agrees to indemnify, hold harmless and release the Company and
its respective agents, officers, employees, directors and affiliates to the same
extent that such indemnification is provided to the General Partner under
Section 9.3 of the Agreement.

     IN WITNESS WHEREOF, @Ventures Foreign Fund III, L.P. and @Ventures
Management, LLC have caused this agreement to be signed in duplicate as of the
22nd day of December, 1998.

                                        @VENTURES FOREIGN FUND III, L.P.
                                        By: @Ventures Partners III, LLC,
                                            its general partner

                                        By: /s/ Andrew J. Hajducky III
                                            --------------------------
                                        @VENTURES MANAGEMENT, LLC


                                        By: /s/ Andrew J. Hajducky III
                                            --------------------------

                                       3

                                                                   EXHIBIT 10.78

                             CMG @ VENTURES III, LLC

                               MANAGEMENT CONTRACT

          THIS MANAGEMENT CONTRACT, between CMG @ Ventures III, LLC., a limited
liability company organized under the laws of the State of Delaware (the "LLC"),
and @Ventures Management, LLC, a limited liability company organized under the
laws of the State of Delaware (the "Company"), is dated as of September 4, 1998.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Limited Liability Company Agreement
of the LLC (the "Limited Liability Company Agreement").

          WHEREAS, the LLC has been formed pursuant to the Limited Liability
Company Agreement for the purpose of making investments in Portfolio Companies;
and

          WHEREAS, the LLC wishes to engage the Company to provide certain
services to further the objectives and purposes of the LLC, and the Company is
willing to provide such services.

          NOW THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

          1. Services to be Rendered by the Company to the LLC. The Company will
provide the LLC with investment opportunities in Portfolio Securities meeting
the requirements of the Limited Liability Company Agreement. The Company shall
provide such assistance as the LLC may reasonably request in identifying,
evaluating, structuring, consummating, monitoring and disposing of potential
investments by the LLC. All investment decisions shall be made by the Managing
Member of the LLC on behalf of the LLC, and nothing in this contract shall be
construed to constitute the Company an agent of the LLC.

          2. Other Activities. It is understood and agreed that the Company may
have management, consulting, service or other contracts with other entities,
including companies in which the LLC invests. The LLC agrees that the Company
shall be free to pursue such opportunities~ and that the LLC shall have no
interest therein.

          3. Payment of Expenses. The Company, so long as this Contract is in
effect, shall be responsible for and shall pay all of its out-of-pocket expenses
and those of the Managing Member, including expenses which relate to salaries,
office space supplies and other facilities of their businesses. It is expected
that in the case of consummated investments, the Company will use its reasonable
best efforts to ensure that all the fees and expenses incurred by the LLC in
connection with identifying, evaluating, structuring and consummating such
investments will be paid by the Portfolio Company in which the investment was
made.

          4. The Management Fee. As full compensation for the services rendered
to the LLC hereunder and the expenses borne by the Company hereunder, during
the period ending four (4)






years after the date hereof (the "Initial Payment Period"), the LLC shall pay
the Company a management fee equal to 2% per annum of the aggregate Capital
Commitments of all Members (such Capital Commitments being in the aggregate
amount of $55,762,673). The management fee shall be paid semi-annually in
advance commencing on the date hereof and continuing on the first days of each
February and August thereafter until termination of this Contract. Subsequent to
the end of the Initial Payment Period, the management fee will be equal to 1%
per annum of the aggregate Capital Commitments of all Members. The management
fee will be reduced by one-half during any period in which the Domestic Fund is
in a Continuity Mode as provided in Section 6.4 of the Domestic Fund Agreement
and to the extent that the Domestic Fund is placed in a Continuity Mode during
any period with respect to which the management fee has already been paid, such
reduction shall be reflected as a credit against the management fee to be paid
in the following semi-annual period.

          5. Set-Offs Against Management Fee. The Company, the Managing Member
and their respective Affiliates may receive management, directors', consulting
and other similar fees and compensation from companies in which the LLC invests,
provided that the amount of such fees and other compensation is reasonable in
relation to the work performed by the Company and bear a reasonable relation to
fees and compensation charged for similar work by third parties. One-half of
such fees and other compensation (referred to herein as "Shared Portfolio
Company Fees") shall be credited against the management fee payable by the LLC
and the Funds in proportion to their respective aggregate capital commitments.
In addition, any Break-up Fee paid to the LLC, the Managing Member, the Company
or their respective Affiliates shall be paid as follows: An amount equal to the
aggregate unreimbursed fees and expenses paid by the LLC, the Managing Member,
the Company or their Affiliates which were specific to the transaction giving
rise to such Break-Up Fee shall be paid to each such entity in proportion to the
fees and expenses incurred by it. The balance of any such Break-Up Fee shall be
paid to the Company; provided that one-half of the remaining Break-Up Fee shall
be credited against the management fee payable by the LLC and the Funds in
proportion to their respective aggregate capital commitments. To the extent that
the sum of such Shared Portfolio Company Fees and Break-up Fees exceed the
management fee payable to the Company for any period, such excess shall be
credited against the management fee payable by the LLC and the Funds (in
proportion to their respective aggregate capital commitments) in subsequent
periods. In the event that such amounts exceed total future installments of the
management fee, they shall be paid to the LLC and the Funds (in proportion to
their respective aggregate capital commitments) and included as operating
receipts. A determination of the amount of the management fee set-off, if any,
shall be made semi-annually as of June 30 and January 31 of each calendar year
and any such amount shall be credited against the next installment of the
management fee otherwise payable.

          6. Term and Termination. This Contract shall become effective on the
date hereof and shall remain in full force and effect continuously thereafter
until the earlier to occur of (i) the date the LLC is wound up, its assets are
liquidated and it is dissolved, and (ii) the removal of @Ventures Partners III,
LLC as the general partner of the Domestic Fund. This Contract shall
automatically terminate, without the payment of any penalty, in the event of its
assignment by the Company without the consent of the LLC.

          7. Liability and Indemnification. The Company shall not be liable to
the LLC or any



                                       2



Member for any act or omission taken or suffered by the Company in good faith
and in the belief that such act or omission is in or is not opposed to the best
interests of the LLC; provided that such act or omission is not in violation of
this Contract and does not constitute negligence, misconduct, fraud or a willful
violation of the law by the Company. The LLC agrees to indemnify, hold harmless
and release the Company and its respective agents, officers, employees,
directors and affiliates to the same extent that such indemnification is
provided to the Managing Member under Section 6.03 of the Limited Liability
Company Agreement.

          IN WITNESS WHEREOF, CMG@Ventures III, LLC and @Ventures Management,
LLC have caused this Contract to be executed, in one or more counterparts as of
the date first above written.

                            CMG @ VENTURES III, LLC

                            By: @Ventures Partners III, LLC, its Managing Member


                                By: /s/ Andrew J. Hajducky III
                                    --------------------------
                                    Name: Andrew J. Hajducky III
                                    Title: Managing Member

                            @VENTURES MANAGEMENT, LLC

                                By: /s/ Andrew J. Hajducky III
                                    --------------------------
                                Name: Andrew J. Hajducky III
                                Title: Managing Member

                                       3

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. ASTERISKS DENOTE OMISSIONS.

                                                                   EXHIBIT 10.79

                                                                  EXECUTION COPY

                               @VENTURES III, L.P.

                        AMENDMENT TO MANAGEMENT CONTRACT

     THIS AMENDMENT dated as of June 7, 2002, to the Management Contract dated
as of August 7, 1998 (the "Management Contract"), between @Ventures III, L.P., a
Delaware limited partnership (the "Partnership"), and @Ventures Management, LLC,
a Delaware limited liability company (the "Company"), shall be and become
effective on the Amendment Effective Date (as that term is defined in the
Agreement of Limited Partnership of the Partnership (as amended and in effect
from time to time, the "Agreement").

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Partnership and the Company hereby agree to amend
the Management Contract as follows:

1.   Amendment to Section 4.  Section 4 of the Management Contract is hereby
     ----------------------
amended by (a) deleting the last sentence thereof, and (b) by adding, at the end
thereof, the following paragraph:

          "Notwithstanding the foregoing or any provision of this Contract to
     the contrary, with respect to all periods from and after February 1, 2002
     through [***], the Company hereby waives [***] management fees; provided
     however, that if, pursuant to Section 11.1(1)(y) of the Agreement, the term
     of the Partnership is extended by the Limited Partners through [***]
     following a termination of @Ventures Expansion Fund, L.P. ("Expansion
     Fund") prior to [***], the Partnership shall pay to the Company a
     management fee equal to the amount of the management fee which would have
     been payable by Expansion Fund to @Ventures Expansion Management LLC for
     the period between the date of the termination of Expansion Fund and [***]
     (i.e., fees at an annualized rate of $[***], but reduced by amounts paid by
     Expansion Fund on account of periods preceding the date of termination of
     the Expansion Fund), any such fee to be payable in advance, in a lump sum,
     at the time specified in Section 11.1(1)(y) of the Agreement. If, pursuant
     to Section 11.1(1)(x) of the Agreement, the term of the Partnership is
     extended, the management fee for any such extension period payable to the
     Company shall be an amount mutually acceptable to the Company and the
     Partnership (any such Partnership approval to require the consent of
     Two-Thirds in Interest of the Limited Partners), but in no event shall such
     fees exceed $[***] per year, and any such management fee shall be payable
     in semi-annual installments on January 1 and July 1 of each year during the
     extension period."

2.   Amendment to Section 5.  Section 5 of the Management Contract is hereby
     ----------------------
amended by adding, at the end thereof, the following sentence:





     "Notwithstanding the foregoing, any amount which, pursuant to this Section
     5, is to be retained by the Company and credited against the management fee
     payable by the Partnership in respect of any period from and after the
     Amendment Effective Date through [***], shall, if the Partnership is not at
     the time paying a management fee equal to or greater than such amount,
     instead be paid to the Partnership."

3.   Amendment to Section 6.  Section 6 of the Management Contract is hereby
     ----------------------
amended by adding, at the end thereof, the following sentence:

     "Notwithstanding any provision of the Agreement or this Contract to the
     contrary, this Contract shall automatically terminate on the last day of
     the Partnership term determined in accordance with Section 2.5 of the
     Agreement."

                            [Signature page follows.]


                                      - 2 -



          IN WITNESS WHEREOF, the Partnership and the Company have caused this
     Amendment be signed (in counterparts) as of the date first above written.

                                        @VENTURES III, L.P.

                                        By:  @Ventures Partners III, LLC,
                                             its general partner

                                        By: /s/ Peter H. Mills
                                            ---------------------

                                        Name: Peter H. Mills
                                              --------------------------
                                              Authorized Managing Member


                                        @VENTURES MANAGEMENT, LLC


                                        By: /s/ Peter H. Mills
                                            ------------------

                                        Name: /s/ Peter H. Mills
                                              ------------------
                                              Authorized Member

                                      - 3 -

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. ASTERISKS DENOTE OMISSIONS.

                                                                   EXHIBIT 10.80

                                                                  EXECUTION COPY

                                AMENDMENT TO THE
                             MANAGEMENT CONTRACT OF
                        @VENTURES FOREIGN FUND III, L.P.

     This Amendment (this "Amendment"), dated as of June 7, 2002, to Management
Contract of @Ventures Foreign Fund III, L.P. dated as of December 22, 1998 (as
amended to date, the "Contract") between @Ventures Foreign Fund III, L.P., a
Delaware limited partnership (the "Partnership"), and @Ventures Management, LLC,
a Delaware limited liability company (the "Company"). Capitalized terms used
herein but not otherwise defined herein shall have the respective meanings
ascribed to them in the Contract.

     WHEREAS, the Company has executed Amendment No. 2 to the Agreement of
Limited Partnership of @Ventures Foreign Fund III, L.P. dated the same date
hereof (together with the Agreement of Limited Partnership of the Partnership
dated December 22, 1998, as amended to date, the "Agreement"), pursuant to which
the Company has agreed to waive [***] management fees and other amounts payable
under the Agreement in respect from February 1, 2002 through [***]; and

     WHEREAS, the Partnership and the Company desire to effect such waiver of
the management fees and other amounts payable under the Contract by amending the
Contract through this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned parties hereby
agree as follows:

1.   Amendments to Section 4 of Contract. Section 4 of the Contract is hereby
amended by (a) in the first sentence, deleting the phrase "four (4) years after
the Initial Closing Date" and substituting in its place the phrase "[***]", (b)
deleting the last two sentences thereof, and (c) by adding, at the end thereof,
the following paragraph:

     "Notwithstanding any provision of this Contract to the contrary, with
     respect to all periods from and after February 1, 2002 through [***], [***]
     management fees or other amounts shall be payable by the Partnership (or
     any of its limited partners) to the Company. If, pursuant to Section
     11.1(1) of the Agreement, the term of the Partnership is extended, the
     management fee for any such extension period payable to the Company shall
     be an amount mutually acceptable to the Company and the Partnership (any
     such Partnership approval shall require the consent of the Majority in
     Interest of Limited Partners of the Partnership), but in no event shall
     such fees exceed $[***] per year, and any such management fee shall be
     payable in semi-annual installments on January 1 and July 1 of each year
     during the extension period."




2.   Amendments to Section 5 of Contract.  Section 5 of the Contract is hereby
     -----------------------------------
amended by adding at the end thereof, the following sentence:

     "Notwithstanding the foregoing, any amount which is to be retained by the
     Company under Section 5 of this Contract and credited against the
     management fee payable by the Partnership in respect of any period after
     the date hereof, shall instead be paid to the Partnership."

3.   Amendments to Section 6 of Contract.  Section 6 of the Contract is hereby
     -----------------------------------
amended by adding at the end thereof, the following sentence:

     "Notwithstanding any provision of this Contract, this Contract shall
     automatically terminate on the last day of the Partnership term determined
     in accordance with Section 2.5 of the Agreement."

4.   Legal Fees.  All of the legal, accounting and other fees and expenses
     ----------
relating to this Amendment shall be paid exclusively by the Company.

5.   Ratification.  In all other respects, the Contract is hereby ratified and
     ------------
confirmed and shall remain in full force and effect.

6.   Counterparts.  This Amendment may be executed in two or more counterparts,
     ------------
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

                            [Signature pages follow.]

                                      - 2 -



     IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.

                                        COMPANY:

                                        @VENTURES MANAGEMENT, LLC

                                        By: /s/ Peter H. Mills
                                            ----------------------------------
                                            Authorized Managing Member

                                        PARTNERSHIP:

                                        @VENTURES FOREIGN FUND III, L.P.

                                        By   @Ventures Partners III, LLC, its
                                             General Partner


                                             By /s/ Peter H. Mills
                                               --------------------------------

                                             Name Peter Mills
                                                  -----------

                                             Title Authorized Member
                                                   -----------------


                                      - 3 -

                                                                                                        EXHIBIT 21

                           SUBSIDIARIES OF CMGI, INC.
                             As of October 25, 2002

                                     Name                                        Jurisdiction of Organization
- -------------------------------------------------------------------------------- ---------------------------------
                                                                              
Maktar Limited                                                                                Ireland
- -------------------------------------------------------------------------------- ---------------------------------
CMGI Asia Limited                                                                            Hong Kong
- -------------------------------------------------------------------------------- ---------------------------------
           Lippri Limited                                                                     Ireland
- -------------------------------------------------------------------------------- ---------------------------------
                CMGI EuroUSA S.L.                                                              Spain
- -------------------------------------------------------------------------------- ---------------------------------
                CMGI France S.A.S                                                              France
- -------------------------------------------------------------------------------- ---------------------------------
                CMGI Germany GmbH                                                             Germany
- -------------------------------------------------------------------------------- ---------------------------------
                CMGI Italia S.r.l.                                                             Italy
- -------------------------------------------------------------------------------- ---------------------------------
                CMGI Netherlands B.V.                                                       Netherlands
- -------------------------------------------------------------------------------- ---------------------------------
                CMGI Sweden A.B.                                                               Sweden
- -------------------------------------------------------------------------------- ---------------------------------
                CMGI EuroHolding Limited                                                 England and Wales
- -------------------------------------------------------------------------------- ---------------------------------
                      CMGI (UK) Limited                                                  England and Wales
- -------------------------------------------------------------------------------- ---------------------------------
                      CMGI Europe Limited                                                England and Wales
- -------------------------------------------------------------------------------- ---------------------------------
AltaVista Company                                                                             Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      Shopping.com                                                                           California
- -------------------------------------------------------------------------------- ---------------------------------
      Transium Corporation                                                                    Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      AltaVista Internet Holding Ltd.                                                         Ireland
- -------------------------------------------------------------------------------- ---------------------------------
           AltaVista Internet Operations Ltd.                                                 Ireland
- -------------------------------------------------------------------------------- ---------------------------------
                AltaVista Internet Solutions Limited                                          Ireland
- -------------------------------------------------------------------------------- ---------------------------------
                      AltaVista AB                                                             Sweden
- -------------------------------------------------------------------------------- ---------------------------------
CMG Securities Corporation                                                                 Massachusetts
- -------------------------------------------------------------------------------- ---------------------------------
CMG @ Ventures Capital Corporation                                                            Delaware
- -------------------------------------------------------------------------------- ---------------------------------
CMG @ Ventures Securities Corporation                                                         Delaware
- -------------------------------------------------------------------------------- ---------------------------------
CMG @ Ventures, Inc.                                                                          Delaware
- -------------------------------------------------------------------------------- ---------------------------------
CMG @ Ventures I, LLC                                                                         Delaware
- -------------------------------------------------------------------------------- ---------------------------------
CMG @ Ventures II, LLC                                                                        Delaware
- -------------------------------------------------------------------------------- ---------------------------------
CMG @ Ventures III, LLC                                                                       Delaware
- -------------------------------------------------------------------------------- ---------------------------------
CMGI @ Ventures IV, LLC                                                                       Delaware
- -------------------------------------------------------------------------------- ---------------------------------
CMG @ Ventures Expansion, LLC                                                                 Delaware
- -------------------------------------------------------------------------------- ---------------------------------
ProvisionSoft, Inc.                                                                           Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      CMGion North America, Inc.                                                              Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      CMGion Securities Corporation                                                           Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      Fredmay Limited                                                                         Ireland
- -------------------------------------------------------------------------------- ---------------------------------
           Alyked Limited                                                                     Ireland
- -------------------------------------------------------------------------------- ---------------------------------
                Rayken Limited                                                                Ireland
- -------------------------------------------------------------------------------- ---------------------------------
SalesLink Corporation                                                                         Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      Pacific Direct Marketing Corporation                                                   California
- -------------------------------------------------------------------------------- ---------------------------------
      SalesLink DE Mexico Holding Corp.                                                       Delaware
- -------------------------------------------------------------------------------- ---------------------------------
           SalesLink de Mexico, S. de R.L. de C.V.                                             Mexico
- -------------------------------------------------------------------------------- ---------------------------------
      InSolutions Incorporated                                                                Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      On-Demand Solutions, Inc.                                                            Massachusetts
- -------------------------------------------------------------------------------- ---------------------------------
Shortbuzz LLC                                                                                 Delaware
- -------------------------------------------------------------------------------- ---------------------------------
Tallan, Inc.                                                                                  Delaware
- -------------------------------------------------------------------------------- ---------------------------------
uBid, Inc.                                                                                    Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      Bondai Limited                                                                          Ireland
- -------------------------------------------------------------------------------- ---------------------------------
               Brentgrove Limited                                                             Ireland
- -------------------------------------------------------------------------------- ---------------------------------
Yesmail, Inc.                                                                                 Delaware
- -------------------------------------------------------------------------------- ---------------------------------
SL Supply Chain Services International Corp.                                                  Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      SLC Acquisition Netherlands, Inc.                                                       Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      SLC Acquisition Dutch, Inc.                                                             Delaware
- -------------------------------------------------------------------------------- ---------------------------------
      SLC Acquisition Holland, Inc.                                                           Delaware
- -------------------------------------------------------------------------------- ---------------------------------






                                        Name                                     Jurisdiction of Organization
- -------------------------------------------------------------------------------- ---------------------------------
                                                                              
           SalesLink International C.V.                                                     Netherlands
- -------------------------------------------------------------------------------- ---------------------------------
                SalesLink International B.V.                                                Netherlands
- -------------------------------------------------------------------------------- ---------------------------------
      Logistix Holdings Europe Ltd.                                                           Ireland
- -------------------------------------------------------------------------------- ---------------------------------
           Logistix Ireland Ltd.                                                              Ireland
- -------------------------------------------------------------------------------- ---------------------------------
      Logistix Supply Chain Management Pte. Ltd.                                             Singapore
- -------------------------------------------------------------------------------- ---------------------------------
           Logistix Supply Chain Management Sdn. Bhd.                                         Malaysia
- -------------------------------------------------------------------------------- ---------------------------------
           SB Holdings Pte. Ltd.                                                             Singapore
- -------------------------------------------------------------------------------- ---------------------------------
                SB TAC Pte. Ltd.                                                             Singapore
- -------------------------------------------------------------------------------- ---------------------------------

                                                                      Exhibit 23

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Stockholders
CMGI, Inc.:

     We consent to the incorporation by reference in the registration statements
No. 333-71863, No. 333-90587 and No. 333-93005 on Form S-3 and No. 33-86742, No.
333-91117, No. 333-93189, No. 333-94479, No. 333-94645, No. 333-95977, No.
333-33864, No. 333-52636, No. 333-75598, No. 333-84648 and No. 333-90608 on Form
S-8 of CMGI, Inc. of our report dated October 28, 2002, with respect to the
consolidated balance sheets of CMGI, Inc. as of July 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended July 31, 2002, and
all related financial statement schedules, which report appears in the July 31,
2002, annual report on Form 10-K of CMGI, Inc.

/s/KPMG LLP
- --------------


Boston, Massachusetts
October 29, 2002