CMGI INC
AMEND. #5 TO AGREMENT OF LIMITED PARTNERSHIP
<DOCUMENT>
<TYPE>EX-10.66
<SEQUENCE>7
<FILENAME>dex1066.txt
<DESCRIPTION>AMEND. #5 TO AGREMENT OF LIMITED PARTNERSHIP
<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 10.66

                                                                  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

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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."

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         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

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          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."

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         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

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               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

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               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

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               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."

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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, 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,

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               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

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<PAGE>

               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 -

<PAGE>

               @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 -

<PAGE>

                    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 -

<PAGE>

                    (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 -

<PAGE>

         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 -

<PAGE>

                     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 -

</TEXT>
</DOCUMENT>
