CMGI INC
AMEND. #2 TO AGREE.OF LIMITED PARTNERSHIP 6/7/02
<DOCUMENT>
<TYPE>EX-10.69
<SEQUENCE>8
<FILENAME>dex1069.txt
<DESCRIPTION>AMEND. #2 TO AGREE.OF LIMITED PARTNERSHIP 6/7/02
<TEXT>
<PAGE>
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

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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

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          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."

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         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.

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                    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

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          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."

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               (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

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               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.

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                    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

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          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 -

<PAGE>

          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 -

<PAGE>

         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 -

<PAGE>

         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 -

</TEXT>
</DOCUMENT>
