NAVISITE INC
AMENDMENT TO AND RESTATEMENT OF INVESTOR RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>dex107.txt
<DESCRIPTION>AMENDMENT TO AND RESTATEMENT OF INVESTOR RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.7
                                                                    ------------


                                 NAVISITE, INC.

                       AMENDMENT TO AND RESTATEMENT OF THE
                            INVESTOR RIGHTS AGREEMENT

          This Agreement dated as of November 8, 2001 is entered into by and
among NaviSite, Inc., a Delaware corporation (the "Company"), Compaq Financial
Services Corporation, a Delaware corporation ("CFS"), and CMGI, Inc., a Delaware
corporation ("CMGI," together with CFS, the "Purchasers").

                                    Recitals

          WHEREAS, the Company and the Purchasers entered into a Note Purchase
Agreement dated October 29, 2001 (the "Note Purchase Agreement");

          WHEREAS, in order to induce the Purchasers to enter into the Note
Purchase Agreement, the Company has agreed to provide for certain arrangements
with respect to the registration of shares of capital stock of the Company under
the Securities Act of 1933, as amended;

          WHEREAS, the Company and CMGI entered into the Investor Rights
Agreement on October 27, 1999 (the "Investor Rights Agreement"), as amended on
June 8, 2000 and December 12, 2000; and

          WHEREAS, the Company and CMGI desire to amend and restate in its
entirety the Investor Rights Agreement;

          NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

I.   Certain Definitions.

          As used in this Agreement, the following terms shall have the
following respective meanings:

          "Commission" means the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.

          "Common Stock" means the common stock, $.01 par value per share, of
the Company.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.

          "Initiating Holders" means the Stockholders initiating a request for
registration pursuant to Section 2.1(a).
<PAGE>

          "Initial Public Offering" means the initial underwritten public
offering of shares of Common Stock pursuant to an effective Registration
Statement.

          "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

          "Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of securities of the
Company (other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).

          "Registration Expenses" means the expenses described in Section 2.4.

          "Registrable Shares" means (i) the shares of Common Stock held by CMGI
upon the closing of the Initial Public Offering; (ii) the shares of Common Stock
acquired by CMGI in connection with the Common Stock Purchase Agreement between
the Company and CMGI, dated as of June 8, 2000; (iii) the shares of Common Stock
acquired by CMGI upon any conversion of the Notes issued pursuant to the Note
and Warrant Purchase Agreement between the Company and CMGI, dated as of
December 12, 2000, (the "Note and Warrant Purchase Agreement"); (iv) the shares
of Common Stock acquired by CMGI as payment for interest accrued on the Notes
issued pursuant to the Note and Warrant Purchase Agreement; (v) the shares of
Common Stock acquired by CMGI upon exercise or conversion of the Warrants issued
pursuant to the Note and Warrant Purchase Agreement; (vi) the shares of Common
Stock acquired by CFS and CMGI upon any conversion of the Notes issued pursuant
to the Note Purchase Agreement; (vii) the shares of Common Stock acquired by CFS
and CMGI as payment for interest accrued on the Notes issued pursuant to the
Note Purchase Agreement; and (viii) any other shares of Common Stock issued in
respect of such shares of Common Stock referred to in clause (i), (ii), (iii),
(iv), (v), (vi), or (vii) (because of stock splits, stock dividends,
reclassifications, recapitalizations or similar events); provided, however, that
shares of Common Stock which are Registrable Shares shall cease to be
Registrable Shares upon (i) any sale pursuant to a Registration Statement or
Rule 144 under the Securities Act or (ii) any sale in any manner to a person or
entity which, by virtue of Section 3.3 of this Agreement, is not entitled to the
rights provided by this Agreement.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.

          "Selling Stockholder" means any Stockholder owning Registrable Shares
included in a Registration Statement.

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<PAGE>

          "Stockholders" means the Purchasers and any persons or entities to
whom the rights granted under this Agreement are transferred by the Purchasers,
its successors or assigns, pursuant to Section 3.3 hereof.

II.  Registration Rights.

          2.1  Required Registrations.

          (a) At any time, a Stockholder or Stockholders may request, in
writing, that the Company effect the registration on Form S-1 or Form S-3 (or
successor forms) of Registrable Shares owned by such Stockholder or Stockholders
having an aggregate value of at least $2,500,000 (based on the then current
public market price).

          (b) Upon receipt of any request for registration pursuant to this
Section 2.1, the Company shall promptly give written notice of such proposed
registration to all other Stockholders. Such Stockholders shall have the right,
by giving written notice to the Company within 15 days after the Company
provides its notice, to elect to have included in such registration such of
their Registrable Shares as such Stockholders may request in such notice of
election, subject in the case of an underwritten offering to the approval of the
managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company
shall, as expeditiously as possible, use its best efforts to effect the
registration on an appropriate registration form of all Registrable Shares which
the Company has been requested to so register.

         (c) If the Initiating Holders intend to distribute the Registrable
Shares covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to Section 2.1(a)
and the Company shall include such information in its written notice referred to
in Section 2.1(b). The right of any other Stockholder to include its Registrable
Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon
such other Stockholder's participation in such underwriting on the terms set
forth herein. If the managing underwriter determines that the marketing factors
require a limitation of the number of shares to be underwritten, the number of
Registrable Shares to be included in a Registration Statement filed pursuant to
this Section 2.1 shall be reduced pro rata among the requesting Stockholders
based on the quotient of (i) the total Registrable Shares to be included in the
Registration Statement, divided by (ii) the total number of Registrable Shares
that requested registration.

          (d) The Initiating Holders shall have the right to select the managing
underwriter(s) for any underwritten offering requested pursuant to Section
2.1(a), subject to the approval of the Company, which approval will not be
unreasonably withheld.

          (e) The Company shall not be required to effect more than five
registrations initiated by CMGI pursuant to Section 2.1(a) or more than ten

                                       3
<PAGE>

registrations initiated by CFS pursuant to Section 2.1(a). In addition, the
Company shall not be required to effect any registration within 90 days after
the effective date of any other Registration Statement of the Company relating
to an underwritten offering. For purposes of this Section 2.1(e), a Registration
Statement shall not be counted until such time as such Registration Statement
has been declared effective by the Commission, unless the Initiating Holders
withdraw their request for such registration (other than as a result of
information concerning the business or financial condition of the Company which
is made known to the Stockholders after the date on which such registration was
requested) and elect not to pay the Registration Expenses therefor pursuant to
Section 2.4.

          (f) If at the time of any request to register Registrable Shares by
the Initiating Holders pursuant to this Section 2.1, the Company is engaged or
has plans to engage in a registered public offering or is engaged in any other
activity which, in the good faith determination of the Company's board of
directors, would be adversely affected by the requested registration or if
financial statements required for the requested registration are not then
available, then the Company may at its option direct that such request be
delayed for a period not in excess of 90 days from the date of such request,
such right to delay a request to be exercised by the Company not more than once
in any 12-month period.

          2.2  Incidental Registration.

          (a) Whenever the Company proposes to file a Registration Statement
(other than a Registration Statement filed pursuant to Section 2.1) at any time
and from time to time, it will, prior to such filing, give written notice to all
Stockholders of its intention to do so; provided, that no such notice need be
given if no Registrable Shares are to be included therein as a result of a
determination of the managing underwriter pursuant to Section 2.2(b). Upon the
written request of a Stockholder or Stockholders given within 20 days after the
Company provides such notice (which request shall state the intended method of
disposition of such Registrable Shares), the Company shall use its best efforts
to cause all Registrable Shares which the Company has been requested by such
Stockholder or Stockholders to register to be registered under the Securities
Act to the extent necessary to permit their sale or other disposition in
accordance with the intended methods of distribution specified in the request of
such Stockholder or Stockholders; provided, that the Company shall have the
right to postpone or withdraw any registration effected pursuant to this Section
2.2 without obligation to any Stockholder.

          (b) If the registration for which the Company gives notice pursuant to
Section 2.2(a) involves an underwriting, the Company shall so advise the
Stockholders as a part of the written notice given pursuant to Section 2.2(a).
In such event, the right of any Stockholder to include its Registrable Shares in
such registration pursuant to Section 2.2 shall be conditioned upon such
Stockholder's participation in such underwriting on the terms set forth herein.
All Stockholders

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<PAGE>

proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for the underwriting by the Company. Notwithstanding any
other provision of this Agreement, if the Company and the managing
underwriter(s) determine in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the Company and the
managing underwriter(s) may exclude shares from the registration and the
underwriting, and the number of shares that may be included in the registration
and the underwriting shall be allocated, first to the Company or the Company
stockholder(s) for which the registration was initiated, and second to each of
the Stockholders requesting inclusion of their Registrable Shares in such
registration and each of the other holders of piggyback registration rights on a
parity with those Stockholders on a pro rata basis based on the total number of
Registrable Shares and other securities requested for inclusion in such
registration by each such Stockholder or other holder. If any holder of
Registrable Shares or any other Company stockholder requesting inclusions of
securities in the registration disapproves of the terms of any such
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, and any Registrable Shares or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.

          (c) Notwithstanding the foregoing, the Company shall not be required,
pursuant to this Section 2.2, to include any Registrable Shares in a
Registration Statement if such Registrable Shares can then be sold pursuant to
Rule 144(k) under the Securities Act and represent less than 1% of the then
outstanding shares of Common Stock.

          2.3  Registration Procedures.

          (a) If and whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any Registrable
Shares under the Securities Act, the Company shall:

                    (i)    file with the Commission a Registration Statement
          with respect to such Registrable Shares and use its best efforts to
          cause that Registration Statement to become effective as soon as
          possible;

                    (ii)   as expeditiously as possible, prepare and file with
          the Commission any amendments and supplements to the Registration
          Statement and the prospectus included in the Registration Statement as
          may be necessary to comply with the provisions of the Securities Act
          (including the anti-fraud provisions thereof) and to keep the
          Registration Statement effective for 12 months from the effective date
          or such lesser period until all such Registrable Shares are sold;

                    (iii)  as expeditiously as possible, furnish to each Selling
          Stockholder such reasonable numbers of copies of the Prospectus,
          including any preliminary Prospectus, in conformity with the
          requirements

                                       5
<PAGE>

          of the Securities Act, and such other documents as such Selling
          Stockholder may reasonably request in order to facilitate the public
          sale or other disposition of the Registrable Shares owned by such
          Selling Stockholder;

                    (iv)   as expeditiously as possible, use its best efforts to
          register or qualify the Registrable Shares covered by the Registration
          Statement under the securities or Blue Sky laws of such states as the
          Selling Stockholders shall reasonably request and do any and all other
          acts and things that may be necessary or desirable to enable the
          Selling Stockholders to consummate the public sale or other
          disposition in such states of the Registrable Shares owned by the
          Selling Stockholder; provided, however, that the Company shall not be
          required in connection with this paragraph (iv) to qualify as a
          foreign corporation or execute a general consent to service of process
          in any jurisdiction;

                    (v)    as expeditiously as possible, cause all such
          Registrable Shares to be listed on each securities exchange or
          automated quotation system on which similar securities issued by the
          Company are then listed; and

                    (vi)   promptly make available for inspection by the Selling
          Stockholders, any managing underwriter participating in any
          disposition pursuant to such Registration Statement and any attorney
          or accountant or other agent retained by any such underwriter or
          selected by the Selling Stockholders, all financial and other records,
          pertinent corporate documents and properties of the Company and cause
          the Company's officers, directors, employees and independent
          accountants to supply all information reasonably requested by any such
          Selling Stockholder, underwriter, attorney, accountant or agent in
          connection with such Registration Statement.

          (b) If the Company has delivered a Prospectus to the Selling
Stockholders, and after having done so, the Prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the
Selling Stockholders and, if requested, the Selling Stockholders shall
immediately cease making offers of Registrable Shares and return all
Prospectuses to the Company. The Company shall promptly provide the Selling
Stockholders with revised Prospectuses, and following receipt of the revised
Prospectuses, the Selling Stock holders shall be free to resume making offers of
the Registrable Shares.

          (c) In the event that, in the judgment of the Company, it is advisable
to suspend use of a Prospectus included in a Registration Statement due to
pending material developments or other events that have not yet been publicly
disclosed and as to which the Company believes public disclosure would be
detrimental to the Company, the Company shall notify all Selling Stockholders to
such effect, and upon receipt of such notice, each such Selling Stockholder
shall immediately

                                       6
<PAGE>

discontinue any sales of Registrable Shares pursuant to such Registration
Statement until such Selling Stockholder has received copies of a supplemented
or amended Prospectus or until such Selling Stockholder is advised in writing by
the Company that the then current Prospectus may be used and has received copies
of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. Notwithstanding anything to the
contrary herein, the Company shall not exercise its rights under this Section
2.3(c) to suspend sales of Registrable Shares for a period in excess of 90 days
in any 365-day period.

          2.4  Allocation of Expenses.  The Company will pay all Registration
Expenses for all registrations under this Agreement; provided, however, that if
a registration under Section 2.1 is withdrawn at the request of the Initiating
Holders (other than as a result of information concerning the business or
financial condition of the Company which is made known to the Stockholders after
the date on which such registration was requested) and if the Initiating Holders
elect not to have such registration counted as a registration requested under
Section 2.1, the requesting Stockholders shall pay the Registration Expenses of
such registration pro rata in accordance with the number of their Registrable
Shares included in such registration. For purposes of this Section, the term
"Registration Expenses" shall mean all expenses incurred by the Company in
complying with this Agreement, including, without limitation, all registration
and filing fees, exchange listing fees, printing expenses, fees and expenses of
counsel for the Company and the fees and expenses of one counsel selected by the
Selling Stockholders to represent the Selling Stockholders, state Blue Sky fees
and expenses and the expense of any special audits incident to or required by
any such registration, but excluding underwriting discounts, selling commissions
and the fees and expenses of Selling Stockholders' own counsel (other than the
counsel selected to represent all Selling Stockholders).

          2.5  Indemnification and Contribution.

          (a) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, the Company will indemnify
and hold harmless the Selling Stockholder, each underwriter of such Registrable
Shares and each other person, if any, who controls such Selling Stockholder or
underwriter within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which such
Selling Stockholder, underwriter or controlling person may become subject under
the Securities Act, the Exchange Act, state securities or Blue Sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) (i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Shares were registered under the
Securities Act, any preliminary prospectus or final prospectus contained in the
Registration Statement or any amendment or supplement to such Registration
Statement or (ii) arise out of or are based upon the omission or alleged
omission to state a material fact required to be

                                       7
<PAGE>

stated therein or necessary to make the statements therein not misleading; and
the Company will reimburse such Selling Stockholder, underwriter and controlling
person for any legal or any other expenses reasonably incurred by such Selling
Stockholder, underwriter or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
untrue statement or omission made in such Registration Statement, preliminary
prospectus or prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by or
on behalf of such Selling Stockholder, underwriter or controlling person
specifically for use in the preparation thereof.

          (b) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, each Selling Stockholder,
severally and not jointly, will indemnify and hold harmless the Company, each of
its directors and officers and each underwriter (if any) and each person, if
any, who controls the Company or any such underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company, such directors and
officers, underwriter or controlling person may become subject under the
Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) (i) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement
under which such Registrable Shares were registered under the Securities Act,
any preliminary prospectus or final prospectus contained in the Registration
Statement or any amendment or supplement to the Registration Statement or (ii)
arise out of or are based upon any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance upon
and in conformity with information relating to such Selling Stockholder
furnished in writing to the Company by or on behalf of such Selling Stockholder
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment or supplement; provided, however, that the
obligations of a Selling Stockholder hereunder shall be limited to an amount
equal to the net proceeds to such Selling Stockholder of Registrable Shares sold
in connection with such registration.

          (c) Each party entitled to indemnification under this Section 2.5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld);

                                       8
<PAGE>

and, provided, further, that the failure of any Indemnified Party to give notice
as provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 2.5 except to the extent that the Indemnifying Party is
adversely affected by such failure. The Indemnified Party may participate in
such defense at such Indemnified Party's expense; provided, however, that the
Indemnifying Party shall pay such expense if representation of such Indemnified
Party by the counsel retained by the Indemnifying Party would be inappropriate
due to actual or potential differing interests between the Indemnified Party and
any other party represented by such counsel in such proceeding; provided further
that in no event shall the Indemnifying Party be required to pay the expenses of
more than one law firm per jurisdiction as counsel for the Indemnified Party.
The Indemnifying Party also shall be responsible for the expenses of such
defense if the Indemnifying Party does not elect to assume such defense. No
Indemnifying Party, in the defense of any such claim or litigation shall, except
with the consent of each Indemnified Party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect of such claim or litigation, and no
Indemnified Party shall consent to entry of any judgment or settle such claim or
litigation without the prior written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld.

          (d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 2.5 is
due in accordance with its terms but for any reason is held to be unavailable to
an Indemnified Party in respect to any losses, claims, damages and liabilities
referred to herein, then the Indemnifying Party shall, in lieu of indemnifying
such Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities to
which such party may be subject in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the Selling Stockholders
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company and the Selling
Stockholders shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of material fact related to information
supplied by the Company or the Selling Stockholders and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Stockholders agree that it would
not be just and equitable if contribution pursuant to this Section 2.5 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 2.5(d), (a) in no case shall any
one Selling Stockholder be liable or responsible for any amount in excess of the
net proceeds received by such Selling Stockholder from the offering of
Registrable Shares and (b) the Company shall be liable and responsible for any
amount in excess of such proceeds; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the

                                       9
<PAGE>

Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 2.5(d), notify such
party or parties from whom contribution may be sought, but the omission so to
notify such party or parties from whom contribution may be sought shall not
relieve such party from any other obligation it may have thereunder or otherwise
under this Section 2.5(d). No party shall be liable for contribution with
respect to any action, suit, proceeding or claim settled without its prior
written consent, which consent shall not be unreasonably withheld.

          2.6  Other Matters with Respect to Underwritten Offerings.  In the
event that Registrable Shares are sold pursuant to a Registration Statement in
an underwritten offering pursuant to Section 2.1, the Company agrees to enter
into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of the Company and
customary covenants and agreements to be performed by the Company, including
without limitation customary provisions with respect to indemnification by the
Company of the underwriters of such offering.

          2.7  Information by Holder.  Each Selling Stockholder shall furnish to
the Company such information regarding such Selling Stockholder and the
distribution proposed by such Selling Stockholder as the Company may reasonably
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.

III. General.

          3.1  Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.

          3.2  Specific Performance.  In addition to any and all other remedies
that may be available at law in the event of any breach of this Agreement, each
Purchaser shall be entitled to specific performance of the agreements and
obligations of the Company hereunder and to such other injunctive or other
equitable relief as may be granted by a court of competent jurisdiction.

          3.3  Transfers of Rights.  The rights and obligations of the
Purchasers under Section 2 may be assigned by either Purchaser to any person or
entity that acquires shares of Common Stock having an aggregate value of at
least $2,500,000 (as adjusted in stock splits and similar events) from such
Purchaser. In the event of any such assignment, the assignee must provide
written notice of such assignment to the Company and agree in writing to be
bound by the applicable provisions of this Agreement.

                                       10
<PAGE>

          3.4  Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the state of New York.

          3.5  Notices.  All notices, requests and other communications to any
party hereunder shall be in writing (including prepaid overnight courier,
facsimile transmission or similar writing) and shall be given to such party at
its address or facsimile number set forth below or at such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Company.

If to the Company to:               NaviSite, Inc.
                                    400 Minuteman Road
                                    Andover, MA 01810
                                    Attention: General Counsel
                                    Facsimile: (978) 682-8100

If to CFS to:                       Compaq Financial Services Corporation
                                    420 Mountain Avenue
                                    Murray Hill, NJ 07974
                                    Attention: General Counsel
                                    Facsimile: (908) 898-4137


With a copy to:                     Davis Polk & Wardwell
                                    450 Lexington Avenue
                                    New York, New York  10017
                                    Attention: Chris Mayer
                                    Fax: (212) 450-4800

If to CMGI to:                      CMGI, Inc.
                                    100 Brickstone Square
                                    Andover, MA 01810
                                    Attention: General Counsel
                                    Facsimile: (978) 684-3601


With a copy to:                     Hale and Dorr LLP
                                    60 State Street
                                    Boston, MA 02109
                                    Attention: Mark G. Borden, Esq.
                                    Facsimile: (617) 526-5000



Each such notice, request or other communication shall be effective (i) when
delivered to such party at its address specified above, (ii) when sent to such
party by facsimile, addressed to it at its facsimile number specified above, and
such party sends back an electronic confirmation of receipt, or (iii) ten days
after being

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<PAGE>

sent to such party by certified or registered United States mail, addressed to
it at its address specified below, with first class or airmail postage.

          3.6  Complete Agreement.  This Agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.

          3.7  Amendments and Waivers.  Any term of this Agreement may be
amended or terminated and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) with the written consent of the Company and the Purchasers.

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

          3.9  Counterparts; Facsimile Signatures.  This Agreement may be
executed in two counterparts, each of which shall be deemed to be an original,
and both of which together shall constitute one and the same document. This
Agreement may be executed by facsimile signatures.

          3.10 Section Headings.  The section headings are for the convenience
of the parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties.

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<PAGE>

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

                                  NAVISITE, INC.


                                  By:  /s/ Patricia Gilligan
                                      ---------------------------------
                                      Name: Patricia Gilligan
                                      Title: Chief Executive Officer


                                  COMPAQ FINANCIAL SERVICES
                                    CORPORATION


                                  By:  /s/ Edward W. Andrews, Jr.
                                      ---------------------------------
                                      Name: Edward W. Andrews, Jr.
                                      Title: Vice President and Managing
                                             Director


                                  CMGI, INC.


                                  By:  /s/ George A. McMillan
                                      ---------------------------------
                                      Name:
                                      Title:

</TEXT>
</DOCUMENT>
