MARSH & MCLENNAN COMPANIES INC
M&M CAPITAL TECHNOLOGY VENTURE GP
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>13
<FILENAME>c23478_ex10-28.txt
<DESCRIPTION>M&M CAPITAL TECHNOLOGY VENTURE GP
<TEXT>



              MARSH & MCLENNAN CAPITAL TECHNOLOGY VENTURE GP, L.P.
                        (a Delaware limited partnership)



                           --------------------------

                              AMENDED AND RESTATED
                          LIMITED PARTNERSHIP AGREEMENT

                           --------------------------





                          Dated as of December 2, 1999



<PAGE>


                                TABLE OF CONTENTS


SECTION                                                             PAGE

                                    ARTICLE I

                               ORGANIZATION, ETC.

 1.1  Continuation...................................................1
 1.2  Name and Offices...............................................2
 1.3  Fiscal Year....................................................3

                                   ARTICLE II

                               PURPOSES AND POWERS

 2.1  Purposes.......................................................3
 2.2  Powers of the Partnership......................................3

                                   ARTICLE III

                         CAPITAL CONTRIBUTIONS; CAPITAL
                              ACCOUNTS; ALLOCATIONS

 3.1  Capital Contributions..........................................4
 3.2  Capital Accounts...............................................5
 3.3  Adjustments to Capital Accounts................................5
 3.4  Sharing of Carried Interest; Points............................5
 3.5  Allocations....................................................6
 3.6  Tax Matters....................................................7
 3.7  Excused Investment.............................................8
 3.8  Estate Partners................................................8

                                   ARTICLE IV

                           DISTRIBUTIONS; WITHHOLDING

 4.1  Withdrawal of Capital..........................................8
 4.2  Distributions..................................................8
 4.3  Holdback for Tier 2 Partners .................................11


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 4.4  Return of Distributions.......................................11
 4.5  Limitations on Distributions..................................12
 4.6  Withholding...................................................12



                                    ARTICLE V

                               MANAGEMENT; VOTING

 5.1  Partners......................................................13
 5.2  The General Partners..........................................13
 5.3  Ability to Bind the Partnership...............................14
 5.4  Actions and Determinations of the Partnership.................15
 5.5  Voting........................................................15
 5.6  Discretion....................................................15

                                   ARTICLE VI

                    LIABILITY, EXCULPATION AND INDEMNIFICATIO

 6.1  Liability.....................................................16
 6.2  Exculpation...................................................16
 6.3  Indemnification...............................................17

                                   ARTICLE VII

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

 7.1  Books and Records.............................................18
 7.2  United States Federal, State and Local Income Tax Information.18
 7.3  Reports to Partners...........................................19

                                  ARTICLE VIII

                   ADMISSION OF ADDITIONAL PARTNERS; TRANSFER

 8.1  Admission of Additional Partners..............................19
 8.2  Transfer by Partners..........................................20
 8.3  Further Actions...............................................20

                                       2
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                                   ARTICLE IX

                                SPECIAL ASSIGNEES

 9.1  Becoming a Special Assignee...................................20
 9.2  Consequences of Special Assignee Status.......................21
 9.3  Economic Rights of Special Assignees..........................21




                                    ARTICLE X

                   DURATION AND TERMINATION OF THE PARTNERSHI

 10.1  Duration.....................................................25
 10.2  Winding Up...................................................25
 10.3  Final Distribution...........................................25
 10.4  Time for Liquidation, etc....................................26
 10.5  Termination..................................................26
 10.6  Bankruptcy of a Partner......................................26
 10.7  Death, Legal Incapacity, etc.................................26

                                   ARTICLE XI

                                   DEFINITIONS

 11.1  Definitions..................................................26

                                   ARTICLE XII

                                  MISCELLANEOUS

 12.1  Notices......................................................34
 12.2  Counterparts.................................................34
 12.3  Table of Contents and Headings...............................34
 12.4  Successors and Assigns.......................................34
 12.5  Severability.................................................35
 12.6  Governing Law................................................35
 12.7  Confidentiality..............................................35
 12.8  Survival of Certain Provisions...............................35
 12.9  Waiver of Partition..........................................35
 12.10  Power of Attorney...........................................36
 12.11  Modifications...............................................37

                                       3
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 12.12  Entire Agreement............................................37
 12.13  Further Actions.............................................38













                                       4
Schedule A





<PAGE>


                  This Amended and Restated Limited Partnership Agreement (as
from time to time amended, supplemented or restated, this "AGREEMENT") of MARSH
& McLENNAN CAPITAL TECHNOLOGY VENTURE GP, L.P., a Delaware limited partnership
(the "PARTNERSHIP"), is made and entered into as of December 2, 1999 among: RC
Tech Fund, LLC, a Delaware limited liability company; SF Tech Fund, a Delaware
limited liability company; CD Tech Fund, LLC, a Delaware limited liability
company; and Marsh & McLennan GP II, Inc., a Delaware corporation ("GP II")
(collectively, the "GENERAL PARTNERS"); and the other Persons listed on the
Partnership Register (the "LIMITED PARTNERS" and, together with the General
Partners, the "PARTNERS", both such terms to include any Person hereinafter
admitted to the Partnership as a Limited Partner or General Partner, as the case
may be, and to exclude any Person that ceases to be a Partner in accordance with
the terms hereof). Certain capitalized terms used herein without definition have
the meanings specified in Article XI.

                  WHEREAS, the Partnership is a limited partnership, organized
under the law of the State of Delaware pursuant to the Act and among the General
Partners and the Limited Partners; and

                  WHEREAS, the Partnership was formed on September 28, 1999 by
the filing of the Certificate of Limited Partnership of the Partnership (as it
may be amended from time to time, the "CERTIFICATE") in the Office of the
Secretary of State of the State of Delaware (the "SECRETARY OF STATE"), and
constituted pursuant to the Limited Partnership Agreement of the Partnership,
dated as of November 19, 1999 (the "INITIAL AGREEMENT"); and

                  WHEREAS, the Partners seek to amend and restate the Initial
Agreement in its entirety;

                  NOW, THEREFORE, in consideration of the premises and mutual
promises contained in this Agreement, the parties hereto hereby amend and
restate the Initial Agreement in its entirety and agree as follows:

                                    ARTICLE I

                               ORGANIZATION, ETC.

                  1.1 CONTINUATION. (a) GENERAL. The Partners hereby agree to
continue the Partnership as a limited partnership subject to the terms of this
Agreement and under and pursuant to the provisions of the Act and agree that the
rights, duties and liabilities of the Partners shall be as provided in the Act,
except as otherwise provided herein.

<PAGE>


                  (b) ADMISSIONS. Upon the execution of this Agreement or a
counterpart of this Agreement, each of the General Partners shall continue as
General Partners, each of the Persons who were limited partners of the
Partnership immediately prior to the amendment and restatement hereby of the
Initial Agreement shall continue as Limited Partners, and each of the other
Persons listed on Schedule A hereto shall be admitted to the Partnership as a
Limited Partner. Subject to the other provisions of this Agreement, a Person may
be admitted as a Partner of the Partnership at the time that (I) this Agreement
or a counterpart of this Agreement is executed by or on behalf of such Person
and (II) such Person is listed on the Partnership Register.

                  (c) PARTNERSHIP REGISTER. The General Partners shall cause to
be maintained in the principal office of the Partnership a register setting
forth, with respect to each Partner, such Partner's name, mailing address,
Capital Commitment, total Capital Contributions to date, Minimum Points, Special
Percentages and, with respect to each Portfolio Investment, the number of Points
allocated to each Partner and the Capital Contribution made by each Partner, and
such other information as the General Partners may deem necessary or desirable
(the "PARTNERSHIP REGISTER"). The General Partners shall from time to time
update the Partnership Register as necessary to maintain the accuracy of the
information contained therein. Except as may otherwise be provided herein, any
reference in this Agreement to the Partnership Register shall be deemed to be a
reference to the Partnership Register as in effect from time to time. The form
of Partnership Register as in effect on the date hereof shall be attached hereto
as Schedule A, and each Partner shall receive as the Schedule A attached to such
Partner's Agreement the information set forth on the Partnership Register on the
date hereof with respect to such Partner's interest in the Partnership, PROVIDED
that no Limited Partner shall have the right to any information set forth on the
Partnership Register with respect to any other Partner. No action of any Limited
Partner, and no amendment of any Schedule A to this Agreement, shall be required
to amend or update the Partnership Register.

                  1.2 NAME AND OFFICES. The name of the Partnership heretofore
formed and continued hereby is "Marsh & McLennan Capital Technology Venture GP,
L.P." The registered office of the Partnership in the State of Delaware is
initially located at One Rodney Square, 10th Floor, Tenth and King Streets,
Wilmington, New Castle County, Delaware, 19801, and the registered agent for
service of process on the Partnership at such address is RL&F Service Corp. At
any time, the General Partners may designate another registered agent for
service of process and/or registered office upon notice to the Limited Partners
in accordance with the terms of this Agreement.

                  The Partnership shall have its initial principal office for
its activities at 20 Horseneck Lane, Greenwich, Connecticut 06830. The General
Partners may from time to time

                                       2
<PAGE>


have such other office or offices within or without the State of Delaware as may
be designated by the General Partners.

                  1.3 FISCAL YEAR. The fiscal year of the Partnership (the
"FISCAL YEAR") shall end on the 31st day of December in each year. The
Partnership shall have the same fiscal year for income tax and for financial and
accounting purposes.

                                   ARTICLE II

                               PURPOSES AND POWERS

                  2.1 PURPOSES. Subject to the other provisions of this
Agreement, the pur poses of the Partnership are to serve as general partner of
the Fund; to acquire, hold and dispose of Securities; and to engage in such
activities as the General Partners deem neces sary, advisable, convenient or
incidental to the foregoing, in all cases subject to the Act.

                  2.2  POWERS OF THE PARTNERSHIP.  (a)  POWERS GENERALLY.
The Partnership shall have the power and authority to take any and all actions
necessary, appropriate, proper, advisable, incidental or convenient to or for
the furtherance of the purpose set forth in Section 2.1, including, but not
limited to, the power and authority:

                  (i) to direct the formulation of investment policies and
         strategies for the Partnership and the Fund, direct the investment
         activities of the Partnership and the Fund, and select and approve the
         investment of the funds of the Partnership and the Fund;

                  (ii) to acquire, hold, manage, own, sell, transfer, convey,
         assign, exchange, pledge or otherwise dispose of Securities, and
         exercise all rights, powers, privileges and other incidents of
         ownership or possession with respect to Securities, including, without
         limitation, the voting of Securities, the approval of a restructuring
         of an investment in Securities, participation in arrangements with
         creditors, the institution and settlement or compromise of suits and
         administrative proceedings and other similar matters;

                  (iii) to establish, have, maintain or close one or more
         offices within or without the State of Delaware and in connection
         therewith to rent or acquire office space and to engage personnel;

                                       3

<PAGE>


                  (iv) to open, maintain and close bank accounts and draw checks
         or other orders for the payment of money and open, maintain and close
         brokerage, mutual fund and similar accounts;

                  (v) to hire consultants, custodians, attorneys, accountants
         and such other agents and employees for the Partnership as it may deem
         necessary or advisable, and authorize any such agent or employee to
         act for and on behalf of the Partnership;

                  (vi) to make and perform such other agreements and
         undertakings as may be necessary or advisable to the carrying out of
         any of the foregoing powers, objects or purposes;

                  (vii) to enter into the Fund Agreement, and cause the Fund to
         enter into Subscription Agreements with its limited partners and other
         agreements and docu ments in connection with the admission of Persons
         as limited partners of the Fund;

                  (viii) to bring and defend actions and proceedings at law or
         in equity or before any governmental, administrative or other
         regulatory agency, body or com mission; and

                  (ix) to carry on any other activities necessary to, in
         connection with or incidental to any of the foregoing, the
         Partnership's business or the Fund's business.

                  (b) FUND AGREEMENT. Notwithstanding any other provision of
this Agreement, the Partnership, and any General Partner on behalf of the
Partnership, is hereby authorized to execute, deliver and perform its
obligations under the Fund Agreement.

                                   ARTICLE III

                         CAPITAL CONTRIBUTIONS; CAPITAL
                              ACCOUNTS; ALLOCATIONS

                  3.1 CAPITAL CONTRIBUTIONS. Each Partner shall make cash
Capital Contributions to the Partnership in the aggregate amount of the Capital
Commitment set forth opposite such Partner's name on the Partnership Register.
Except as otherwise provided herein, the Partners shall make such Capital
Contributions to the Partnership PRO RATA in accordance with their respective
Capital Commitments at such times and in such amounts as are sufficient to meet
Partnership Expenses or enable the Partnership to contribute the amount of
capital required to be contributed by the Partnership to the Fund pursuant to
the applicable provisions of the Fund Agreement, PROVIDED that Capital
Contributions to fund any Portfolio Investments shall be made


                                       4

<PAGE>


by the Partners participating in such Portfolio Investment PRO RATA in
accordance with their respective Remaining Capital Commitments and PROVIDED,
FURTHER, that in respect of each Partner such Partner's aggregate Capital
Contributions shall not exceed such Partner's Capital Commitment. Each Partner's
Remaining Capital Commitment shall be increased by any amounts returned to such
Partner (I) pursuant to Section 4.2(b)(i) or (II) pursuant to Section
4.2(b)(ii), to the same extent that such amounts would increase the remaining
capital commitments of the limited partners of the Fund if such amounts had been
distributed to them pursuant to the Fund Agreement.

                  3.2  CAPITAL ACCOUNTS.  There shall be established on the
books and records of the Partnership a capital account (a "CAPITAL ACCOUNT") for
each Partner.

                  3.3 ADJUSTMENTS TO CAPITAL ACCOUNTS. As of the last day of
each Period, the balance in each Partner's Capital Account shall be adjusted by
(A) increasing such balance by (I) such Partner's allocable share of each item
of Net Investment Profit and Net Profit for such Period (allocated in accordance
with Section 3.5) and (II) the Capital Contributions, if any, made by such
Partner during such Period and (B) decreasing such balance by (I) the amount of
cash or the Value of Securities or other property distributed to such Partner
pursuant to Article IV or X and (II) such Partner's allocable share of each item
of Net Investment Loss and Net Loss for such Period (allocated in accordance
with Section 3.5). Each Partner's Capital Account shall be further adjusted with
respect to any special allocations or adjustments pursuant to this Agreement.

                  3.4 SHARING OF CARRIED INTEREST; POINTS. (a) GENERAL. The
Partnership's share of the carried interest in the Fund with respect to each
Portfolio Investment shall be shared among the Partners of the Partnership based
on the number of Points (the "POINTS") held by each Partner with respect to such
Portfolio Investment. There shall be a total of 1,000 Points allocated to the
Partners with respect to each Portfolio Investment. Prior to the consummation of
a Portfolio Investment, each Partner shall be allocated, with respect to such
Portfolio Investment, Points equal to the Minimum Points, if any, then listed
with respect to such Partner on the Partnership Register (subject to Section
3.4(b)), and, if the aggregate number of such Points is less than 1,000, the
difference shall be allocated to one or more Partners as determined by a
majority of the Tier 1 General Partners in their sole discretion, PROVIDED that
(I) without the consent of GP II, the aggregate number of Points allocated to
the Tier 1 Partners with respect to any Portfolio Investment shall not exceed
325 Points, (II) without the consent of GP II, no Points shall be allocated to
CD Tech Fund, LLC or to Charles A. Davis in excess of the Minimum Points then
listed with respect to such Partner on the Partnership Register and (iii) any
Points allocated to any Partner and its Estate Partner shall be allocated
between such Partner and such Estate Partner in proportion to their Capital
Commitments. Subject to the provisos contained in the preceding sentence, any
Points forfeited by a Partner who becomes a

                                       5

<PAGE>


Special Assignee pursuant to Article IX shall be reallocated to one or more
Partners as determined by a majority of the then remaining Tier 1 General
Partners in their sole discretion.

                  (b) ZERO POINTS IF EXCUSED INVESTMENT. Notwithstanding
anything to the contrary in Section 3.4(a), a Partner shall be allocated zero
Points with respect to a Portfolio Investment if, pursuant to Section 3.7, such
Partner is excused from making a Capital Contribution with respect to, or
otherwise participating in, such Portfolio Investment.

                  3.5  ALLOCATIONS.  (a)  ALLOCATIONS OF NET INVESTMENT PROFIT
AND NET INVESTMENT LOSS. Except as otherwise provided herein, allocations shall
be made as follows:

                           (i) The Net Investment Profit or Net Investment Loss
         for each Period allocated to the Partnership pursuant to section 7.1(b)
         of the Fund Agreement in respect of any Portfolio Investment shall be
         allocated to the Partners in proportion to the Capital Contributions
         used to fund such Portfolio Investment.

                           (ii) The Net Investment Profit or Net Investment Loss
         for each Period allocated to the Partnership pursuant to section
         7.1(c)(ii) or 7.1(d)(ii) of the Fund Agreement in respect of any
         Portfolio Investment shall be allocated to the Partners in proportion
         to their Special Percentages.

                           (iii) The Net Investment Profit or Net Investment
         Loss for each Period allocated to the Partnership pursuant to section
         7.1(c)(iii) or 7.1(d)(i) of the Fund Agreement in respect of any
         Portfolio Investment shall be allocated to the Partners in proportion
         to the number of Points then held by each Partner with respect to such
         Portfolio Investment, PROVIDED, however, that (A) the amount of Net
         Investment Profit otherwise allocable to M&M Vehicle, L.P. pursuant to
         this Section 3.5(a)(iii) shall be reduced, but not below zero, by the
         aggregate Preferential Allocation Amounts of all Additional Partners
         indicated on the Partnership Register as being subject to the provision
         for Preferential Allocation and Distribution Amounts and (B) the amount
         of Net Investment Profit allocated to each Additional Partner indicated
         on the Partnership Register as being subject to the provision for
         Preferential Allocation and Distribution Amounts shall be increased by
         an amount equal to the product of (1) the amount described in clause
         (A) and (2) the quotient obtained by dividing such Additional Partner's
         Preferential Allocation Amount by the aggregate Preferential Allocation
         Amounts of all Additional Partners.

                  (b)  ALLOCATION OF NET PROFIT AND NET LOSS.

                                       6

<PAGE>

                           (i) The Net Profit or the Net Loss for any Period
         allocated to the Partnership pursuant to section 7.2(a) of the Fund
         Agreement in respect of any Bridge Financing shall be allocated among
         the Partners in proportion to the Capital Contributions of the Partners
         used to fund such Bridge Financing.

                           (ii) The Net Profit or the Net Loss for any Period
         allocated to the Partnership pursuant to section 7.2(b) of the Fund
         Agreement shall be allocated among the Partners in accordance with
         their respective Capital Commitments.

                           (iii) All other Net Profit, if any, and all other Net
         Loss, if any, for any Period shall be allocated among the Partners in
         accordance with their respective Capital Commitments.

                  (c) CAPITAL ACCOUNT DEFICITS. Notwithstanding the foregoing
provisions of this Section 3.6, a Partner shall not be allocated his, her of its
share of any item of loss or deduction if such Partner's Capital Account is
negative or to the extent that such allocation would reduce such Partner's
Capital Account below zero. Any item of loss or deduction or portion thereof
which, but for the limitation provided in the immediately preceding sentence,
would be allocated to a Partner, shall be allocated to each other Partner having
a positive balance in his, her or its Capital Account PRO RATA in proportion to
such other Partners' Capital Contributions or, if applicable, their Capital
Commitments or Points with respect to such item, to the extent of such positive
balance, and, if no Partner has a positive balance remaining in his, her or its
Capital Account, proportionately to the General Partners. A Partner who would
have been allocated an item of loss or deduction but for the limitation provided
in the first sentence of this Sec tion 3.6(c) shall thereafter share in items of
income or gain only after the other Partners have been allocated 100% of such
Partner's share of income and gain to the extent of (and among such other
Partners in proportion to) the amount of loss and deduction allocated to such
other Partners pursuant to the immediately preceding sentence.

                  3.6 TAX MATTERS. The income, gains, losses, credits and
deductions recog nized by the Partnership shall be allocated among the Partners,
for United States federal, state and local income tax purposes, to the extent
permitted under the Code and the Treasury Regulations, in the same manner that
each such item is allocated to the Partners' Capital Accounts. Notwithstanding
the foregoing, the General Partners shall have the power to make such
allocations for United States federal, state and local income tax purposes as
may be necessary to maintain substantial economic effect, or to insure that such
allocations are in accordance with the interests of the Partners in the
Partnership, in each case within the meaning of the Code and the Treasury
Regulations thereunder. Tax credits shall be equitably allocated by the General
Partners. All matters concerning allocations for United States federal, state
and local and non-U.S. income tax purposes, including accounting procedures, not
expressly provided for by the

                                       7
<PAGE>


terms of this Agreement shall be equitably determined in good faith by the
General Partners. GP II is hereby designated as the tax matters partner of the
Partnership as provided in the Treasury Regulations pursuant to section 6231 of
the Code (and any similar provisions under any state, local or non-U.S. tax
laws). Each Partner hereby consents to such designation and agrees that upon the
request of the tax matters partner it will execute, certify, acknow ledge, swear
to, file and record at the appropriate public offices such documents as may
be necessary or appropriate to evidence such consent. The General Partners may,
in their sole discretion, cause the Partnership to make the election provided
for under section 754 of the Code. Each Partner shall provide to the Partnership
upon request such information or forms which the General Partner may reasonably
request with respect to the Partnership's compliance with applicable tax laws.
The Partnership shall not participate in the establishment of an "established
securities market" (within the meaning of section 1.7704-1(b) of the Treasury
Regulations) or a "secondary market or the substantial equivalent thereof"
(within the meaning of section 1.7704-1(c) of the Treasury Regu lations) or, in
either case, the inclusion of interests in the Partnership thereon. No Partner
shall permit the Partnership to elect, and the Partnership shall not elect, to
be treated as an association taxable as a corporation for United States federal,
state or local income tax purposes under Treasury Regulations section
301.7701-3(a) or under any corresponding provision of state or local law.

                  3.7 EXCUSED INVESTMENT. Notwithstanding Section 3.1 and 3.5,
no Partner shall make a Capital Contribution with respect to, or otherwise
participate in, any Portfolio Investment of the Fund if the General Partners
have determined in their sole discretion that participation by such Partner in
such Portfolio Investment might give rise to a conflict of interest or to a
material tax or regulatory requirement for such Partner or the Partnership.

                  3.8 ESTATE PARTNERS. Notwithstanding any other provision of
this Agree ment, Capital Commitments and Capital Contributions of, and
allocations to, any Partner and its Estate Partner (including, without
limitation, pursuant to Section 4.4) shall be apportioned between such Partner
and such Estate Partner in proportion to their Capital Commitments.

                                   ARTICLE IV

                           DISTRIBUTIONS; WITHHOLDING

                  4.1 WITHDRAWAL OF CAPITAL. Except as otherwise expressly
provided in this Article IV or in Article X, no Partner shall have the right to
withdraw capital from the Partnership or to receive any distribution or return
of, or interest on, his Capital Contribution.

                                       8

<PAGE>



                  4.2 DISTRIBUTIONS. (a) FORM OF DISTRIBUTIONS. Subject to the
other provi sions of this Article IV, as determined by a majority of the General
Partners, the Partnership shall, at any time and after payment of any
Partnership Expenses and establishing reasonable reserves for material
anticipated obligations or commitments of the Partnership, promptly distribute
cash or Securities to the Partners, PROVIDED that no reserve shall be
established with respect to any anticipated Clawback Amount other than
pursuant to Section 4.3. Upon a distribution of Securities, the Securities
distributed shall be valued in accordance with the valuation provisions of the
Fund Agreement, and such Securities shall be deemed to have been sold at such
value and the proceeds of such sale shall be deemed to have been distributed to
the Partners for all purposes of this Agreement. Subject to Sections 10.2 and
10.3, Securities distributed in kind shall be distributed in proportion to the
aggregate amounts that would be distributed to each Partner pursuant to this
Section 4.2, such aggregate amounts to be estimated in the good faith judgment
of the General Partners. The Partnership may cause certificates eviden cing any
Securities to be distributed to be imprinted with legends as to such
restrictions on Transfer as it may deem necessary or appropriate, including
legends as to applicable United States federal or state or non-U.S. securities
laws or other legal or contractual restrictions, and may require any Partner to
which Securities are to be distributed to agree in writing (I) that such
Securities will not be transferred except in compliance with such restrictions
and (II) to such other matters as may be deemed necessary or appropriate.
Notwithstanding the foregoing, at the request of any Partner, the General
Partners may cause the Partnership to dispose of any property that would be
distributed to such Partner pursuant to this Section and distribute the net
proceeds of such disposition to such Partner and such Partner shall bear all
out-of-pocket expenses incurred to effect such sale, PROVIDED, however, that the
General Partners shall only be required to effect such disposi tion to the
extent such distribution (A) would cause such Partner to own or control in
excess of the amount of such property that it may lawfully own, (B) would
subject such Partner to any material filing or regulatory requirement, or would
make such filing or requirement more burdensome, or (C) would violate any
applicable legal or regulatory restriction, and PROVIDED, FURTHER, that any
taxable income, gain, loss or deduction recognized by the Partnership in
connection with the disposition of such property shall be allocated only to such
Partner requesting to receive proceeds instead of property and PROVIDED,
FURTHER, that such Partner shall be treated for all other purposes of this
Agreement as if such property had been distributed as contemplated by the second
sentence of this Section 4.2(a).

                  (b) MAKING OF DISTRIBUTIONS. Distributions received from the
Fund shall be distributed promptly to the Partners but in any event within 120
days after receipt by the Partnership. Except as otherwise provided herein,
distributions shall be made as follows:

                  (i) NON-CONSUMMATED INVESTMENTS AND EXTRA DRAWDOWN AMOUNTS.
         Amounts returned from the Fund pursuant to section 5.3 of the Fund
         Agreement (non-consummated investments and extra drawdown amounts) in
         respect of any
                                       9

<PAGE>


         Portfolio Investment or Bridge Financing (or proposed Portfolio
         Investment or Bridge Financing) shall be distributed to the
         Partners in proportion to the Capital Contributions of the
         Partners used (or intended to be used) to fund such Portfolio
         Investment or Bridge Financing.

                  (ii) PARTNERSHIP'S CAPITAL INVESTMENT. Distributions received
         from the Fund with respect to any Portfolio Investment that were
         distributed to the Partnership based on the Partnership's Sharing
         Percentage (as defined in the Fund Agreement) for such Portfolio
         Investment pursuant to section 8.2(b) of the Fund Agreement (including
         distributions received from the Fund pursuant to section 8.3 of the
         Fund Agreement (tax distributions) or section 15.2(a) of the Fund
         Agreement (liquidating distributions) that are attributable to the
         Partnership's Sharing Percentage with respect to any Portfolio
         Investment) shall be distributed among the Partners in proportion to
         their Capital Contributions used to fund such Portfolio Investment.
         Distributions received from the Fund with respect to any Bridge
         Financing or Temporary Investment pursuant to section 8.2(c) or 8.2(d)
         (including distributions received from the Fund pursuant to section
         15.2(a) of the Fund Agreement (liquidating distributions) that are
         attributable to any Bridge Financing or any Temporary Investment) of
         the Fund Agreement shall be distributed among the Partners in
         proportion to their Capital Contributions used to fund such Bridge
         Financing or Temporary Investment.

                  (iii) PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.3,
         distributions received from the Fund with respect to any Portfolio
         Investment pursuant to section 8.2(b) of the Fund Agreement that are
         not described in Section 4.2(b)(ii) (the Partnership's carried interest
         with respect to such Portfolio Investment) (including distributions
         received from the Fund pursuant to section 8.3 of the Fund Agreement
         (tax distributions) or section 15.2(a) of the Fund Agreement
         (liquidating distributions) that are not described in Section
         4.2(b)(ii)) shall be distributed among the Partners in proportion to
         the number of Points then held by each Partner with respect to such
         Portfolio Investment, PROVIDED, however, that (A) distributions
         received from the Fund pursuant to Section 8.2(b)(iv) of the Fund
         Agreement shall be distributed to the Partners in proportion to their
         Special Percentages and (B) the amount otherwise distributable to M&M
         Vehicle, L.P. pursuant to this Section 4.2(b)(iii) shall be reduced,
         but no below zero, by the aggregate Preferential Distribution
         Amounts of all Additional Partners indicated on the Partnership
         Register as being subject to the provision for Preferential Allocation
         and Distribution Amounts and (C) the amount distributed to each
         Additional Partner indicated on the Partnership Register as being
         subject to the provision for Preferential Allocation and Distribution
         Amounts shall be increased by an amount equal to the product of (1)
         the amount described in clause (B) and (2) the quotient obtained by
         dividing such Additional Partner's Preferential


                                       10
<PAGE>


         Distribution Amount by the aggregate Preferential Distribution Amounts
         of all Additional Partners, PROVIDED, HOWEVER, that the aggregate
         amount distributed to Additional Partners pursuant to clause (C) shall
         not exceed the aggregate amount previously distributed or currently
         distributable to M&M Vehicle, L.P. pursuant to this Section
         4.2(b)(iii) in respect of the Points held by M&M Vehicle, L.P. in
         excess of 490 Points (determined without giving effect to the first
         proviso of this Section 4.2(b)(iii)).

                  (iv)  OTHER DISTRIBUTIONS.  Distributions of amounts not
         described in paragraphs (i), (ii) or (iii) above shall be distributed
         among the Partners as equitably determined by the General Partners.

The General Partners' good faith determination as to whether amounts are
described in paragraph (i), (ii), (iii) or (iv) of this Section 4.2, shall,
absent manifest error, be final and binding on all Partners.

                  4.3 HOLDBACK FOR TIER 2 PARTNERS PENDING DISSOLUTION OF THE
PARTNERSHIP. Notwithstanding Section 4.2(b), the General Partners may, in their
sole discretion, withhold from any distribution to a Tier 2 Partner pursuant to
Section 4.2(b)(iii) an amount equal to the difference between (A) up to 50% of
the amount that would otherwise be distributed and (B) an amount intended to
enable such Tier 2 Partner to discharge its U.S. federal, state and local income
tax liabilities arising from allocations attributable to the amount described in
clause (a) as determined by the General Partners in their reasonable discretion.
Any amount withheld from a Tier 2 Partner pursuant to this Section 4.3 shall be
placed in a separate account (a "HOLDBACK ACCOUNT") maintained separately on the
books of the Partnership until such time as (I) the Partnership is dissolved
pursuant to Article X, at which time such amount shall be distributed to such
Tier 2 Partner or (II) the General Partners determine in their sole discretion
that the amount in such Holdback Account exceeds the amount that can reasonably
be expected to be necessary to fund such Tier 2 Partner's share of any Clawback
Amount, at which time the excess shall be distributed to such Tier 2 Partner.
Any amount placed in a Holdback Account with respect to such Tier 2 Partner
shall be invested by the General Partners in investments selected by such Tier 2
Partner within investment categories specified by the General Partners and the
income earned thereon shall be distributed quarterly to such Tier 2 Partner. Any
distribution to a Tier 2 Partner pursuant to this Section 4.3 shall also be
treated as a distribution pursuant to Section 4.2(b)(iii) for all purposes of
this Agreement, including without limitation Section 4.4.

                  4.4 RETURN OF DISTRIBUTIONS. If and to the extent that the
Partnership is obligated under section 13.2(b) of the Fund Agreement to
contribute to the Fund all or a portion of the distributions received by the
Partnership from the Fund (the amount of such required contribution, the
"CLAWBACK AMOUNT"), the Partners shall be required to fund the Clawback


                                       11
<PAGE>


Amount PRO RATA in proportion to the negative balances in their Capital
Accounts. Each Tier 2 Partner's obligation under this Section 4.4 shall first be
satisfied from such Tier 2 Partner's Holdback Account established pursuant to
Section 4.3, if any. Each Partner shall make contributions to the Partnership in
satisfaction of its obligation under this Section 4.4 (or in the case of a Tier
2 Partner, the remainder of such obligation). If any Tier 2 Partner fails to
contribute when due any portion of such Tier 2 Partner's obligation to
contribute amounts in excess of amounts in such Tier 2 Partner's Holdback
Account or Accounts under this Section 4.4, GP II shall make a contribution to
the Partnership equal to such unpaid contribution; if GP II has made any such
contribution, any amounts recovered from such Tier 2 Partner pursuant to the
next succeeding sentence shall be distributed entirely to GP II. Notwithstanding
the foregoing, a Partner's obligation to make contributions to the Partnership
under this Section 4.4 shall survive the dissolution, liquidation, winding up
and termination of the Partnership, and for purposes of this Section 4.4, the
Partnership and the General Partners may pursue and enforce all rights and
remedies it and they may have against each Partner under this Section 4.4,
including instituting a lawsuit to collect such contribution with interest from
the date such contribution was required to be paid under this Section 4.4
calculated at a rate equal to the Prime Rate plus two percentage points per
annum (but not in excess of the highest rate per annum permitted by law).
Notwithstanding anything in this Section 4.4 to the contrary, a Partner's
liability to make contributions to the Partnership under this Section 4.4 shall
not exceed the aggregate amount of all distributions received or deemed to have
been received by such Partner pursuant to Section 4.2(b)(iii) (excluding
distributions received or deemed to have been received pursuant to Section
4.2(b)(iii) that are attributable to such Partner's share of distributions
received from the Fund pursuant to section 8.3 of the Fund Agreement (tax
distributions)). If the Clawback Amount exceeds the aggregate amount of
contributions to be made by the Partners pursuant to this Section 4.4, as
limited by the preceding sentence, the Partners who are not limited by the
preceding sentence shall be required to fund such excess PRO RATA in proportion
to their obligations as determined pursuant to the first sentence of this
Section 4.4, but subject always to the preceding sentence and with reapplication
of this sentence as necessary. The provisions of this Section 4.4 are intended
solely to benefit the Partnership and, to the fullest extent permitted by
applicable law, shall not be construed as conferring any benefit upon any
creditor of the Partnership (and no such creditor shall be a third party
beneficiary of this Agreement), and no Partner shall have any duty or obligation
to any creditor of the Partnership to make any contributions to the Partnership.

                  4.5 LIMITATIONS ON DISTRIBUTIONS. Notwithstanding any
provisions to the contrary contained in this Agreement, (a) the Partnership
shall not make a distribution to any Partner on account of such Partner's
interest in the Partnership if such distribution would violate the Act or other
applicable law, (b) the Partnership shall not make a distribution to any Partner
to the extent that after giving effect to such distribution a deficit balance in
such Partner's Capital Account would exist and (c) holdings of Points by, and
Distributions made to, any

                                       12
<PAGE>

Partner and its Estate Partner shall be apportioned between such Partner and
such Estate Partner in proportion to their Capital Commitments.

                  4.6 WITHHOLDING. Notwithstanding any other provision of this
Agreement, each Partner hereby authorizes the Partnership to withhold and to pay
over, or otherwise pay, any withholding or other taxes payable by the
Partnership (pursuant to the Code or any provision of United States federal,
state or local or non-U.S. tax law) with respect to such Partner or as a result
of such Partner's status as a Partner hereunder. If and to the extent that the
Partnership shall be required to withhold or pay any such withholding or other
taxes, such Partner shall be deemed for all purposes of this Agreement
(including without limitation Section 4.2(b)(iii)) to have received a payment
from the Partnership as of the time such withholding or other tax is required to
be paid, which payment shall be deemed to be a distribution with respect to such
Partner's interest in the Partnership to the extent that such Partner (or any
successor to such Partner's interest in the Partnership) would have received a
distribution but for such withholding. In addition, if and to the extent that
the Partnership or the Fund receives a distribution or payment from or in
respect of which tax was withheld, as a result of (or attributable to) such
Partner's status as a Partner hereunder, as determined by the General Partners,
such Partner shall be deemed for all purposes of this Agreement (including
without limitation Sec tion 4.2(b)(iii)) to have received a distribution from
the Partnership as of the time such withholding was paid. Unless the General
Partners determine otherwise, the withholdings by the Partnership referred to in
this Section 4.6 shall be made at the maxi mum applicable statutory rate under
the applicable tax law.

                                    ARTICLE V

                               MANAGEMENT; VOTING

                  5.1 PARTNERS. Subject to Section 8.1, the Partnership shall
consist of the General Partners and the Limited Partners. Pursuant to Section
8.1, the General Partners may admit additional Partners from time to time.

                  5.2 THE GENERAL PARTNERS. (a) GENERAL. The business and
affairs of the Partnership shall be managed by the General Partners of the
Partnership from time to time. Except as otherwise expressly provided herein, no
Limited Partner shall take part in the management or control of the
Partnership's affairs, vote with respect to any action taken or to be taken by
the Partnership (including, but not limited to, merger or dissolution of the
Partnership or any amendment to this Agreement), transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership.

                                       13
<PAGE>

                  (b) RESTRICTIONS ON THE PARTNERS. The Partners shall not: (I)
do any act in contravention of any applicable law, regulation or provision of
this Agreement or (II) possess Partnership property for other than a Partnership
purpose. In addition, the General Partners shall not admit any Person as a
Partner except as permitted in this Agreement and the Act.

                  (c) ACTS OF THE GENERAL PARTNERS. (i) The act of a majority of
the General Partners shall be the act of the General Partners, except as
otherwise specifically provided by this Agreement, (II) in the event that one or
more of the General Partners determine that participation in a vote could
constitute a conflict of interest and therefore abstain from participating in
such vote, the act of a majority of the General Partners voting on such matter
shall be the act of the General Partners, whether or not all or a majority of
the voting General Partners constitute a majority of the General Partners, and
(III) in the event that a vote taken by the General Partners or the Tier 1
General Partners, as the case may be, has resulted in a tie vote among the
General Partners or the Tier 1 General Partners, as the case may be, GP II shall
be entitled to cast the deciding vote that shall determine the act of the
General Partners, whether or not all or a majority of the voting General
Partners (including GP II) constitute a majority of the General Partners.

                  (d) ACTIONS WITH RESPECT TO THE MANAGER. The removal or
replacement of M&M Capital as the manager of the Fund shall occur only upon the
majority vote of the General Partners, which majority shall include, in any
case, GP II.

                  (e) ACTIONS WITH RESPECT TO PORTFOLIO INVESTMENTS. Any
determination or action required to be made or taken by the Partnership with
respect to the acquisition, holding, disposition or valuation of Portfolio
Investments, in connection therewith or to give effect thereto, shall require
the vote of a majority of the members of the Investment Committee.

                  (f) ACTION BY UNANIMOUS CONSENT OF THE GENERAL PARTNERS. The
unanimous vote of the General Partners shall be required to (I) dissolve the
Partnership pursuant to Section 10.1(b), (II) approve the merger or sale of
substantially all of the assets of the Partnership or (III) approve the transfer
of all or any portion of the interest of a General Partner in the Partnership.

                  (g) APPOINTMENT OF GP II AGENTS. GP II hereby designates and
appoints each of: the Chairman and President of GP II, the members of the Board
of Directors of GP II, and the Secretary of GP II, as agents of GP II (the
"CORPORATE AGENTS") to perform all of the duties and functions of GP II under
this Agreement and as authorized persons within the meaning of the Act, PROVIDED
that GP II has the sole discretion to remove one or more of the Corporate Agents
with or without cause at any time and to designate and appoint one or more
replacement Corporate Agents. Any action undertaken by any of the Corporate
Agents in accordance with this Agreement shall bind GP II.

                                       14
<PAGE>


                  5.3 ABILITY TO BIND THE PARTNERSHIP. Unless otherwise
expressly provided herein, each General Partner shall have the authority to
sign, in the name and on behalf of the Partnership, checks, orders, contracts,
leases, notes, drafts and other documents and instruments in connection with the
ordinary course of the business of the Partnership, commitments regarding the
acquisition or disposition of Portfolio Investments of the Fund, conveyances of
real estate, documents evidencing the lending or borrowing by the Partnership,
and other documents and instruments otherwise arising outside the ordinary
course of business of the Partnership, PROVIDED that any action that would bind
the Partnership with respect to amounts in excess of $500,000 shall require the
consent of a majority of the General Partners.

                  5.4 ACTIONS AND DETERMINATIONS OF THE PARTNERSHIP. Subject to
the other provisions of this Agreement, whenever this Agreement provides that a
determination shall be made or an action shall be taken by the Partnership, such
determination or act may be made or taken by the General Partners.

                  5.5 VOTING. (a) Any action of the Partnership requiring the
vote or assent of more than one of the General Partners under this Agreement may
be taken only upon notice to each General Partner entitled to vote thereon
either personally, by telephone, by mail, by facsimile, or by any other means of
communication reasonably calculated to give notice; and reasonable efforts shall
be made to allow each General Partner entitled to vote thereon to participate in
a vote on such matter.

                  (b) Except as expressly provided herein, on any matter that is
to be voted on by the General Partners or all Partners, as the case may be, the
General Partners or the Partners, as the case may be, may take such action
without a meeting and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed and/or ratified by the
General Partners or the Partners, as the case may be, having not less than the
minimum voting percentage or the requisite number of the General Partners or the
Partners, as the case may be, that would be necessary to authorize or take such
action at a meeting, PROVIDED, however, that prior notice of the matter to be
voted on is given to all the General Partners and all the Partners entitled to
vote thereon (PROVIDED that a consent in writing at any time to such action
shall constitute a waiver of such prior notice), and PROVIDED, FURTHER, that the
Partnership shall promptly provide copies to all General Partners (and, for
matters on which all Partners were entitled to vote, to all Partners) of any
consents or written actions taken by any General Partners or the Partners, as
the case may be.

                  5.6 DISCRETION. Whenever in this Agreement the General
Partners are permitted or required to make a decision (I) in their "sole
discretion" or "discretion" or under a grant of similar authority or latitude,
the General Partners may consider any interests they desire, including their own
interests, or (II) in their "good faith" or under another expressed

                                       15
<PAGE>

standard, the General Partners shall act under such express standard and shall
not be subject to any other or different standard imposed by this Agreement or
any other agreement contemplated herein or by relevant provisions of law or in
equity or otherwise. If any questions should arise with respect to the operation
of the Partnership, which are not otherwise specifically provided for in this
Agreement or the Act, or with respect to the interpretation of this Agreement,
the General Partners are hereby authorized to make a final determination with
respect to any such question and to interpret this Agreement in their sole
discretion, and their determination and interpretation so made shall be final
and binding on all parties.

                                   ARTICLE VI

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

                  6.1 LIABILITY. Except as otherwise provided by the Act, the
debts, obli gations and liabilities of the Partnership, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Partnership, and no Covered Person shall be obligated
personally for any such debt, obligation or liability of the Partnership solely
by reason of being a Covered Person.

                  6.2 EXCULPATION. (a) GENERALLY. No Covered Person shall be
liable to the Partnership or any Partner for any act or omission taken or
suffered by such Covered Person in good faith, except to the extent that it
shall be finally judicially determined that such act or omission constitutes
fraud, gross negligence or willful misfeasance of the Covered Person. No Partner
shall be liable to the Partnership or any Partner for any action taken by any
other Partner.

                  (b) RELIANCE GENERALLY. A Covered Person shall incur no
liability in acting upon any signature or writing reasonably believed by it to
be genuine, and may rely on a certificate signed by an officer of any Person in
order to ascertain any fact with respect to such Person or within such Person's
knowledge and may rely on an opinion of counsel selected by such Covered Person
with respect to legal matters. Each Covered Person may act directly or through
its agents or attorneys. Each Covered Person may consult with counsel,
appraisers, actuaries, engineers, accountants and other skilled Persons of its
choosing, and shall not be liable for anything done, suffered or omitted in good
faith and within the scope of this Agreement in reasonable reliance upon the
advice of any of such Persons. No Covered Person shall be liable to the
Partnership or any Partner for any error of judgment made in good faith by a
responsible officer or employee of such Covered Person or its or his Affiliate.
Except as otherwise provided in this Sec tion 6.2, no Covered Person shall be
liable to the Partnership or any Partner for any mistake of fact or judgment by
such Covered Person in conducting the

                                       16
<PAGE>


affairs of the Partnership or otherwise acting in respect of and within the
scope of this Agreement.

                  (c) RELIANCE ON THIS AGREEMENT. To the extent that, at law or
in equity, a Covered Person has duties (including fiduciary duties) and
liabilities relating thereto to the Partnership or to the Partners, any Covered
Person acting under this Agreement or otherwise shall not be liable to the
Partnership or to any Partner for its good faith reliance on the provisions of
this Agreement. The provisions of this Agreement, to the extent that
they restrict the duties and liabilities of a Covered Person otherwise existing
at law or in equity, are agreed by the Partners to replace such other duties and
liabilities of such Covered Person.

                  (d) NOT LIABLE FOR RETURN OF CAPITAL CONTRIBUTIONS. No Covered
Person shall be liable for the return of the Capital Contributions or Capital
Account of any Partner, and such return shall be made solely from available
Partnership assets, if any, and each Partner hereby waives any and all claims it
may have against each Covered Person in this regard.

                  6.3 INDEMNIFICATION. (a) INDEMNIFICATION GENERALLY. The
Partnership shall and hereby does, to the fullest extent permitted by applicable
law, indemnify, hold harmless and release each Covered Person from and against
all claims, demands, liabilities, costs, expenses, damages, losses, suits,
proceedings and actions, whether judicial, administrative, investigative or
otherwise, of whatever nature, known or unknown, liquidated or unliquidated
("CLAIMS"), that may accrue to or be incurred by any Covered Person, or in which
any Covered Person may become involved, as a party or otherwise, or with which
any Covered Person may be threatened, relating to or arising out of the business
and affairs of, or activities undertaken in connection with, the Partnership, or
otherwise relating to or arising out of this Agreement, including, but not
limited to, amounts paid in satisfaction of judgments, in compromise or as fines
or penalties, and counsel fees and expenses incurred in connection with the
preparation for or defense or disposition of any investigation, action, suit,
arbitration or other proceeding (a "PROCEEDING"), whether civil or criminal (all
of such Claims and amounts covered by this Section 6.3, and all expenses
referred to in Section 6.3(d), are referred to as "DAMAGES"), except to the
extent that it shall have been finally judicially determined that such Damages
arose primarily from the fraud, gross negligence or willful misfeasance of such
Covered Person. The termination of any Proceeding by settlement shall not, of
itself, create a presumption that any Damages relating to such settlement arose
from a material violation of this Agreement by, or the gross negligence of, any
Covered Person.

                  (b) CONTRIBUTION. At any time and from time to time prior to
the third anniversary of the last day of the Term, the Partnership may require
the Partners to make further capital contributions (in addition to Capital
Commitments) to satisfy all or any portion of the indemnification obligations of
the Partnership pursuant to Section 6.3(a) above or the Fund


                                       17
<PAGE>


Agreement, whether such obligations arise before or after the last day of the
Term or before or after such Partner's resignation from the Partnership in such
proportions as shall be determined in good faith by the General Partners to be
equitable under the circumstances and, where such obligations arise out of a
particular Portfolio Investment, taking into account the proportion in which
distributions were made with respect to such Portfolio Investment, PROVIDED that
each Partner's obligation to make such capital contributions in respect of such
Partner's share of any such indemnification payment shall be limited to amounts
distributed to such Partner pursuant to this Agreement.

                  (c) EXPENSES, ETC. To the fullest extent permitted by law, the
reasonable expenses incurred by a Covered Person in defense or settlement of any
Claim that may be subject to a right of indemnification hereunder shall be
advanced by the Partnership prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the Covered Person to repay such amount if
it shall be determined ultimately that the Covered Person is not entitled to be
indemnified hereunder. The right of any Covered Person to the indemnification
provided herein shall be cumulative with, and in addition to, any and all rights
to which such Covered Person may otherwise be entitled by contract or as a
matter of law or equity and shall extend to such Covered Person's successors,
assigns and legal representatives.

                  (d) NOTICES OF CLAIMS, ETC. Promptly after receipt by a
Covered Person of notice of the commencement of any Proceeding, such Covered
Person shall, if a claim for indemnification in respect thereof is to be made
against the Partnership, give written notice to the Partnership of the
commencement of such Proceeding, PROVIDED that the failure of any Covered Person
to give notice as provided herein shall not relieve the Partnership of its
obligations under this Section 6.3, except to the extent that the Partnership is
actually prejudiced by such failure to give notice. In case any such Proceeding
is brought against a Covered Person (other than a derivative suit in right of
the Partnership), the Partnership will be entitled to participate in and to
assume the defense thereof to the extent that the Partnership may wish, with
counsel reasonably satisfactory to such Covered Person. After notice from the
Partnership to such Covered Person of the Partnership's election to assume the
defense thereof, the Partnership will not be liable for expenses subsequently
incurred by such Covered Person in connection with the defense thereof. The
Partnership will not consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Covered Person of a release from all liability
in respect to such Claim.

                                       18
<PAGE>


                                   ARTICLE VII

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

                  7.1 BOOKS AND RECORDS. The Partnership shall keep or cause to
be kept full and accurate accounts of the transactions of the Partnership in
proper books and records of account which shall set forth all information
required by the Act. Such books and records shall be maintained on the basis
utilized in preparing the Partnership's United States income tax returns. Such
books and records shall be available for inspection and copying by the Partners
or their duly authorized representatives during normal business hours for any
purpose reasonably related to such Partner's interest in the Partnership.

                  7.2 UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAX
INFORMATION. Within 120 days after the end of each Fiscal Year (or as soon as
reasonably practicable thereafter), the Partnership shall send to each Person
that was a Partner at any time during such Fiscal Year copies of (A) Schedule
K-1, "Partner's Share of Income, Credits, Deductions, Etc." (or successor
schedule) with respect to such Person, together with such additional information
as may be necessary for such Person to file his United States federal income tax
returns, and (B) such similar schedules as are required to be furnished by the
Partnership for United States state and local income tax purposes.

                  7.3 REPORTS TO PARTNERS. The Partnership shall provide to each
Partner and each Special Assignee on a timely basis, if such Partner or Special
Assignee so requests in writing, (A) all reports sent to the limited partners of
the Fund pursuant to the Fund Agreement, (B) the Partnership's unaudited
financial statements for each fiscal quarter and (C) the Partnership's audited
financial statements for each Fiscal Year. Except as otherwise provided in this
Agreement or required by applicable law, the Partnership shall send to each
Partner only such other financial reports as the General Partners shall deem
appropriate.

                                  ARTICLE VIII

                   ADMISSION OF ADDITIONAL PARTNERS; TRANSFERS

                  8.1 ADMISSION OF ADDITIONAL PARTNERS. (a) GENERAL. One or more
Persons may be admitted to the Partnership as a Limited Partner (each, an
"ADDITIONAL PARTNER"). Each such Person shall be admitted as an Additional
Partner at the time such Person (I) executes this Agreement or a counterpart of
this Agreement and (II) is named as a Partner on the Partnership Register. In
connection with the admission of any Additional Partner pursuant to this Section
8.1, a majority of the General Partners voting on such admission (in their sole
discretion) shall

                                       19
<PAGE>


determine the Minimum Points of, and Capital Commitment that will be accepted
from, such Additional Partner.

                  (b) ADMISSION OF LIMITED PARTNERS. Upon the consent of a
majority of the Tier 1 General Partners, a new Limited Partner may be admitted
to the Partnership.

                  (c)  ADMISSION OF GENERAL PARTNERS.  Upon the consent both
of GP II and of a majority of the Tier 1 General Partners, a new general partner
may be admitted to the Partnership, PROVIDED that (I) if CD Tech Fund, LLC has
become a Special Assignee pursuant to Section 9.1(a), CD Tech Fund, LLC may be
replaced by GP II with an entity controlled by the then chief executive officer
of Marsh & McLennan Capital, Inc. and (II) subject to the provisions of Article
IX of this Agreement, there shall be no reduction or dilution of Points held by
any Tier 1 Partner without the prior written consent of such Tier 1 Partner.

                  8.2 TRANSFER BY PARTNERS. (a) GENERAL. No Partner may assign,
sell, convey, pledge, mortgage, encumber, hypothecate or otherwise transfer in
any manner whatsoever (a "TRANSFER") all or any part of such Partner's interest
in the Partnership with out the express prior written consent of a majority of
the General Partners, PROVIDED that an Estate Partner may Transfer all or part
of its interest without such consent to the Partner with whom such Estate
Partner is affiliated after having first offered to the Partnership the
opportunity to acquire the interest of such Estate Partner on terms at least as
favorable as those of the proposed Transfer.

                  (b) CONDITIONS TO TRANSFER. No Transfer of an interest in the
Partnership shall be permitted if (I) such Transfer would result in a violation
of applicable law, including any securities laws, (II) as a result of such
Transfer, either the Partnership or the Fund would be required to register as an
investment company under the Investment Company Act of 1940, as amended, or
(III) such Transfer would result in the Partnership at any time during its
taxable year having more than 100 members, within the meaning of section
1.7704-1(h)(1)(ii) of the Treasury Regulations (taking into account section
1.7704-1(h)(3) of the Treasury Regulations). No attempted or purported Transfer
in violation of this Section 8.2 shall be effective.

                  8.3 FURTHER ACTIONS. The Partnership shall cause this
Agreement to be amended to reflect as appropriate the occurrence of any of the
events referred to in this Article VIII, as promptly as is practicable after
such occurrence.

                                       20

<PAGE>


                                   ARTICLE IX

                                SPECIAL ASSIGNEES

                  9.1  BECOMING A SPECIAL ASSIGNEE.  (a)  TIER 1 PARTNERS.
A Tier 1 Partner shall cease to be a Partner and become a "SPECIAL ASSIGNEE"
upon the occurrence of any of the following events:

                  (i) The death or Disability of such Tier 1 Partner or the
         Person with whom such Tier 1 Partner is Associated;

                  (ii) The status of such Tier 1 Partner as a Partner hereunder
         is involuntarily terminated, either with or without Cause,

                           (A) In the case of CD Tech Fund, LLC or Charles A.
                   Davis, by GP II;

                           (B) In the case of RC Tech Fund, LLC, SF Tech Fund,
                  LLC, Taravest Partners or The Stephen Friedman 1999 Family
                  Trust, by a majority of the remaining General Partners; or

                  (iii) Such Tier 1 Partner voluntarily terminates its status as
         a Partner hereunder.

                  (b) TIER 2 PARTNERS. A Tier 2 Partner shall cease to be a
Partner and become a "SPECIAL ASSIGNEE" upon the occurrence of any of the
following events:

                  (i)  The death or Disability of such Tier 2 Partner;

                  (ii) The status of such Tier 2 Partner as a Partner hereunder
         is involuntarily terminated, either with or without an M&M Cause
         Determination, by the Tier 1 General Partners;

                  (iii)  Such Tier 2 Partner voluntarily terminates its status
         as a Partner hereunder; or

                  (iv) Such Tier 2 Partner shall fail to make any Capital
         Contribution when due and such failure shall not have been cured 30
         days after the mailing or delivery of written notice of such failure.


                                       21
<PAGE>


                  9.2 CONSEQUENCES OF SPECIAL ASSIGNEE STATUS. On and after the
date that a Partner becomes a Special Assignee, such Special Assignee shall be
treated as a Partner for purposes of Articles III, IV, VI, VII and XII and shall
continue to be bound by the terms of this Agreement (including, without
limitation, Section 4.4) and, subject to Section 12.11, all amendments hereto,
as if such Special Assignee were a Partner, such Partner's Remaining Capital
Commitment shall be reduced to zero, and the Remaining Capital Commitments of
M&M Vehicle, L.P. shall be increased by such reduction. Whenever the act, vote,
consent or decision of the General Partners (or of representatives of the
General Partners on the Investment Committee) is required or permitted pursuant
to this Agreement, Special Assignees of General Partners (or their
representatives) shall not be entitled to perform such act, to participate in
such vote or consent, or to make such decision, and such act, vote, consent or
decision shall be performed, tabulated or made as if such Special Assignee were
not a General Partner.


                  9.3 ECONOMIC RIGHTS OF SPECIAL ASSIGNEES. (a) TIER 1 PARTNERS.

                  (i) DEATH OR DISABILITY. Subject to Section 9.3(a)(v), if a
Tier 1 Partner becomes a Special Assignee due to the death or Disability of such
Tier 1 Partner or the Person with whom such Tier 1 Partner is Associated:

                  (A) In the case of CD Tech Fund, LLC, SF Tech Fund, LLC,
         Charles A. Davis or The Stephen Friedman 1999 Family Trust, such Tier 1
         Partner's Minimum Points shall be reduced by 50%.

                  (B) In the case of RC Tech Fund, LLC and Taravest Partners,
         such Tier 1 Partner's Minimum Points shall remain unchanged.

                  (ii) INVOLUNTARY TERMINATION WITH CAUSE. If a Tier 1 Partner
becomes a Special Assignee due to termination from the Partnership with Cause of
such Tier 1 Partner or termination of a Tier 1 Partner because of the commission
of any action constituting Cause by the Person with whom such Tier 1 Partner is
Associated, (X) such Tier 1 Partner shall forfeit 100% of the Points allocated
to such Tier 1 Partner with respect to each Portfolio Investment then held by
the Fund and (Y) the Minimum Points for such Tier 1 Partner shall become zero
unless:

                  (A) In the case of CD Tech Fund II, LLC or Charles A. Davis,
         GP II shall restore all or a portion of the Minimum Points; or


                                       22
<PAGE>


                  (B) In the case of RC Tech Fund, LLC, SF Tech Fund, LLC,
         Taravest Partners or The Stephen Friedman 1999 Family Trust, a majority
         of the then remaining General Partners shall restore all or a portion
         of the Minimum Points.

A judicial determination of Cause may occur after the termination of a Tier 1
Partner. In addition, in the event of a termination for Cause, GP II shall have
the right to purchase or direct the purchase of such Tier 1 Partner's interest
in the Partnership at fair market value. Fair market value (1) shall be as
mutually agreed by the parties, provided that in the absence of such agreement,
fair market value shall be determined by an independent appraiser mutually
agreed to by GP II and by such Tier 1 Partner, which agreement shall not be
unreasonably withheld by either party, and (2) shall be determined as if the
Partnership and the Fund had been liquidated as of such date. Each of the
Partnership, the Tier 1 Partners and GP II shall cooperate with the appraiser
and furnish such information as is required for it to perform the valuation of
such interest. Upon purchase by GP II or its designee of the interest of such
Tier 1 Partner in the Partnership, such Tier 1 Partner shall have no further
interest in the Partnership.

                  (iii)  INVOLUNTARY TERMINATION WITHOUT CAUSE.  Subject to
Section 9.3(a)(v), if a Tier 1 Partner becomes a Special Assignee due to
involuntary termination from the Partnership without Cause or voluntary
termination from the Partnership for Good Reason of such Tier 1 Partner or the
Person with whom such Tier 1 Partner is Associated:

                  (A) In the case of CD Tech Fund, LLC or Charles A. Davis, such
         Tier 1 Partner's Minimum Points shall be reduced to zero.

                  (B) In the case of RC Tech Fund, LLC, SF Tech Fund, LLC,
         Taravest Partners or The Stephen Friedman 1999 Family Trust, such Tier
         1 Partner's Minimum Points shall remain unchanged.

                  (iv)  VOLUNTARY TERMINATION.  Subject to Section 9.3(a)(v),
if a Tier 1 Partner becomes a Special Assignee due to the voluntary termination
from the Partnership of such Tier 1 Partner:

                  (A) In the case of CD Tech Fund, LLC, SF Tech Fund, LLC,
         Charles A. Davis, or The Stephen Friedman 1999 Family Trust, such Tier
         1 Partner's Minimum Points shall be reduced to zero.

                  (B) In the case of RC Tech Fund, LLC and Taravest Partners,
         such Tier 1 Partner's Minimum Points shall be reduced to zero unless
         such Tier 1 Partner shall become a Special Assignee after June 4, 2002,
         in which case such Tier 1 Partner's Minimum Points shall remain
         unchanged.

                                       23
<PAGE>


                  (v) CHANGE IN CONTROL. Notwithstanding Sections 9.3(a)(i),
(iii) and (iv), if a Change in Control has occurred prior to the time a Tier 1
Partner becomes a Special Assignee (other than as a result of involuntary
termination with Cause), such Tier 1 Partner's Minimum Points shall remain
unchanged, and at no time will such Tier 1 Partner's Minimum Points change
without such Tier 1 Partner's consent.

                  (b) TIER 2 PARTNERS. If a Tier 2 Partner becomes a Special
Assignee, (I) with respect to each Portfolio Investment made on or after the
date such Tier 2 Partner becomes a Special Assignee, such Tier 2 Partner shall
be allocated zero Points and (II) with respect to each Portfolio Investment then
held by the Fund that was made prior to the date such Tier 2 Partner becomes a
Special Assignee, such Tier 2 Partner shall forfeit a percentage of the Points
allocated to such Tier 2 Partner as specified below:


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
If the Tier 2 Partner                                                         Percentage of
Becomes a Special Assignee                                              Points That are Forfeited
--------------------------                                              -------------------------
<S>                                                                               <C>
During the 12 month period commencing on the                                      100%
later of May 11, 1999 and the date such Tier 2
Partner begins employment with M&M Capital.
-------------------------------------------------------------------------------------------------
If the Tier 2 Partner Percentage of During the 12 month period                     80%
commencing on the first anniversary of the later of
May 11, 1999 and the date such Tier 2
Partner begins employment with M&M Capital.
-------------------------------------------------------------------------------------------------
During the 12 month period commencing on the                                       60%
second anniversary of the later of May 11, 1999
and the date such Tier 2 Partner begins
employment with M&M Capital.
-------------------------------------------------------------------------------------------------
After the third anniversary of the later of May                                    40%
11, 1999 and the date such Tier 2 Partner begins
employment with M&M Capital.
-------------------------------------------------------------------------------------------------
</TABLE>

PROVIDED that (A) if such Tier 2 Partner becomes a Special Assignee due to
termination with an M&M Capital Cause Determination, such Tier 2 Partner shall
forfeit 100% of the Points allocated to such Tier 2 Partner with respect to each
Portfolio Investment then held by the Fund that was made prior to the date such
Tier 2 Partner becomes a Special Assignee, (B) if such Tier 2 Partner becomes a
Special Assignee due to death or Disability, such Tier 2 Partner shall forfeit
zero Points with respect to each Portfolio Investment then held by the Fund that
was made prior to the date such Tier 2 Partner becomes a Special Assignee, and
(C) if a Change of

                                       24
<PAGE>


Control has occurred before a Tier 2 Partner becomes a Special Assignee (other
than as a result of death, disability or involuntary termination with an M&M
Capital Cause Determination), in no event shall such Tier 2 Partner forfeit more
than 40 percentage points with respect to each Portfolio Investment then held by
the Fund that was made prior to the date such Tier 2 Partner becomes a Special
Assignee.

                  If a Tier 2 Partner becomes a Special Assignee other than by
reason of death or Disability, the General Partners shall have the right to
purchase or direct the purchase of such Tier 2 Partner's interest in the
Partnership. The purchase price for such Tier 2 Partner's interest in the
Partnership shall be the fair market value of such interest, which shall be
mutually agreed upon by the parties, PROVIDED, that in the absence of such
agreement, fair market value shall be determined by an independent appraiser
selected by the General Partners and approved by such Tier 2 Partner, which
approval shall not be unreasonably withheld by such Tier 2 Partner. The cost of
such appraisal shall be shared equally by the Partnership and such Tier 2
Partner, and each of the Partnership, the General Partners and the Tier 2
Partners shall cooperate with the appraiser and furnish such information as is
required for it to perform the valuation of such interest. Fair market value as
of any date shall be determined as if the Partnership and the Fund had been
liquidated as of such date. Upon purchase by the General Partners or their
designees of the interest of such Tier 2 Partner in the Partnership, such Tier 2
Partner shall have no further interest in the Partnership.

                                    ARTICLE X

                   DURATION AND TERMINATION OF THE PARTNERSHIP

                  10.1 DURATION. There shall be a dissolution of the
Partnership, and its affairs shall be wound up, upon the first to occur of any
of the following events:

                  (a)  the day after the second anniversary of the last day of
         the Term of the Fund;

                  (b)  the decision, made by all of the General Partners, to
         dissolve the Partnership; or

                  (c)  the entry of a decree of judicial dissolution of the
         Partnership pursuant to the Act.

                  10.2 WINDING UP. Upon the dissolution of the Partnership, the
General Partners (or any duly elected liquidating trustee or other duly
designated representative) shall


                                       25
<PAGE>



use all commercially reasonable efforts to liquidate all of the Partnership
assets in an orderly manner and apply the proceeds of such liquidation as set
forth in Section 10.3, provided that if in the good faith judgment of the
General Partners (or such liquidating trustee or other representative) a
Partnership asset should not be liquidated, the General Partners (or such
liquidating trustee or other representative) shall allocate, on the basis of the
Value of any Partnership assets not sold or otherwise disposed of, any
unrealized gain or loss based on such Value to the Partners' Capital Accounts as
though the assets in question had been sold on the date of distribution and,
after giving effect to any such adjustment, distribute said assets in accordance
with Section 10.3, subject to the priorities set forth in Section 10.3, and
provided, further, that the General Partners (or such liquidating trustee or
other representative) will in good faith attempt to liquidate sufficient
Partnership assets to satisfy in cash (or make reasonable provision for) the
debts and liabilities referred to in Section 10.3.

                  10.3 FINAL DISTRIBUTION. After the application or distribution
of the pro ceeds of the liquidation of the Partnership's assets in one or more
installments to the satisfaction of the liabilities of the Partnership to
creditors of the Partnership, including without limitation to the satisfaction
of the expenses of the winding-up, liquidation and dissolution of the
Partnership (whether by payment or the making of reasonable provision for
payment thereof), the remaining proceeds, if any, plus any remaining assets of
the Partnership shall, by the end of the taxable year of the Partnership in
which the liquidation occurs (or, if later, within 90 days after the date of
such liquidation), be distributed to the Partners in proportion to, and to the
extent of, each Partner's Capital Account, as such Partner's Capital Account has
been adjusted pursuant to Articles III and IV.

                  10.4 TIME FOR LIQUIDATION, ETC. A reasonable time period shall
be allowed for the orderly winding up and liquidation of the assets of the
Partnership and the discharge of liabilities to creditors so as to enable the
Partnership to seek to minimize potential losses upon such liquidation. The
provisions of this Agreement shall remain in full force and effect during the
period of winding up and until the filing of a certificate of cancellation of
the Partnership with the Secretary of State.

                  10.5 TERMINATION. Upon completion of the foregoing, any
General Partner (or any duly elected liquidating trustee or other duly
designated representative) shall execute, acknowledge and cause to be filed a
certificate of cancellation of the Partnership with the Secretary of State. Such
certificate of cancellation will not be filed by a General Partner (or such
liquidating trustee or other representative) prior to the third anniversary of
the last day of the Term unless otherwise required by law.

                                       26

<PAGE>



                  10.6 BANKRUPTCY OF A PARTNER. The bankruptcy (as defined in
the Act) of a Partner shall not cause such Partner to cease to be a member of
the Partnership, and upon the occurrence of such an event, the business of the
Partnership shall continue without dissolution.

                  10.7 DEATH, LEGAL INCAPACITY, ETC. The death, bankruptcy,
dissolution, insanity, incompetency, other legal incapacity, or retirement,
expulsion or resignation from the Partnership of a Partner or the occurrence of
any other event that causes a Partner to cease to be a member of the
Partnership, or the status of any Partner as a Special Assignee, shall not cause
the dissolution or termination of the Partnership, and the Partnership,
notwithstanding such event, shall continue without dissolution upon the terms
and conditions provided in this Agreement and in accordance with the Act, and
each Partner, by executing this Agreement, agrees to such continuation of the
Partnership without dissolution.

                                   ARTICLE XI

                                   DEFINITIONS

                  11.1 DEFINITIONS. As used in this Agreement, the following
terms have the following meanings (each such meaning to be equally applicable to
the singular and plural forms of the respective terms so defined):

                  "ACT":  the Delaware Revised Uniform Limited Partnership
Act, 6 Del. C. ss. 17-701 et seq., as amended, and any successor to such
statute.

                  "ADDITIONAL PARTNER":  As defined in Section 8.1.

                  "ADJUSTMENT DATE": The last day of each fiscal year of the
Partnership and any other date that the General Partners, in their sole
discretion, deem appropriate for an interim closing of the Partnership's books.

                  "AFFILIATE": With respect to any specified Person, (A) a
Person that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person
specified, (B) a trust or other estate in which such Person has a substantial
beneficial interest or as to which such Person serves as trustee or in another
similar fiduciary capacity, and (C) any relative or spouse of such Person, or
any relative of such spouse, who has the same home as such Person, PROVIDED
that, for pur poses of this Agreement, none of the Portfolio Companies shall be
deemed to be Affiliates of the Partnership.

                  "AGREEMENT":  As defined in the preamble hereto.

                                       27
<PAGE>


                  "ASSOCIATED":  RC Tech Fund, LLC and Taravest Partners are
Associated with Robert Clements; SF Tech Fund, LLC and The Stephen Friedman 1999
Family Trust are Associated with Stephen Friedman; and CD Tech Fund, LLC is
Associated with Charles A. Davis.

                  "BRIDGE FINANCING":  As defined in the Fund Agreement.

                  "BUSINESS DAY":  Any day on which banks located in New York
City are not required or authorized by law to remain closed.

                  "CAPITAL ACCOUNT":  As defined in Section 3.2.

                  "CAPITAL COMMITMENT":  With respect to any Partner, the
amount set forth opposite the name of such Partner on the Partnership Register
under the heading "Capital Commitment".

                  "CAPITAL CONTRIBUTION":  With respect to any Partner, the
amount of capital contributed by such Partner to the Partnership pursuant to
Section 3.1.

                  "CAUSE": With respect to any Person or the Partner with which
such Person is Associated shall mean (a) the conviction of such Person for any
felony or (b) the final determination by a court of competent jurisdiction that
such Person has engaged in (I) misconduct that causes actual material injury to
MMC or one of its material Affiliates or (II) gross negligence or material
willful misfeasance relating to such Person's work at M&M Capital.

                  "CERTIFICATE":  As defined in the preamble hereto.

                  "CHANGE IN CONTROL":  the occurrence of any of the
         following events:

                  (a) any "person," as such term is used in Sections 13(d) and
         14(d) of the Exchange Act, (other than MMC, any trustee or other
         fiduciary holding securities under an employee benefit plan of the
         Parent or any corporation owned, directly or indirectly, by the
         stockholders of MMC in substantially the same proportions as their
         ownership of stock of MMC), is or becomes the "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
         of securities of MMC representing 50% or more of the combined voting
         power of MMC's then outstanding voting securities;

                  (b) during any period of not more than two consecutive years,
         individuals who at the beginning of such period constitute the MMC
         board, and any new director


                                       28
<PAGE>



         whose election by MMC board of directors or nomination for election by
         MMC's stockholders was approved by a vote of at least two-thirds of
         the directors of the MMC board then still in office who either were
         directors of the MMC board at the beginning of the period or whose
         election or nomination for election was previously so approved, cease
         for any reason to constitute at least a majority thereof;

                  (c) the stockholders of MMC approve a merger or consolidation
         of MMC with any other corporation, other than (I) a merger or
         consolidation which would result in the voting securities of MMC
         outstanding immediately prior thereto continuing to represent (either
         by remaining outstanding or by being converted into voting securities
         of the surviving or parent entity) 50% or more of the combined voting
         power of the voting securities of MMC or such surviving or parent
         entity outstanding immediately after such merger or consolidation or
         (II) a merger or consolidation effected to implement a recapitalization
         of MMC (or similar transaction) in which no "person" (as herein above
         defined) acquired 50% or more of the combined voting power of the then
         outstanding securities of MMC;

                  (d) the stockholders of MMC approve a plan of complete
         liquidation of MMC or an agreement for the sale or disposition by MMC
         of all or substantially all of MMC's assets (or any transaction having
         a similar effect); or

                  (e)  MMC no longer owns at least 50% of the value and
         voting power of M&M Capital.

                  "CLAIMS":  As defined in Section 6.3(a).

                  "CLAWBACK AMOUNT":  As defined in Section 4.4.

                  "CODE":  The Internal Revenue Code of 1986, as amended.

                  "CORPORATE AGENTS":  As defined in Section 5.2(g).

                  "COVERED PERSON": A Partner; any Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with the Partnership of any of the Partners or is
Associated with any of the Partners; any officers, directors, shareholders,
controlling Persons, partners, employees, representatives or agents (or any of
their Affiliates) of a Partner or of the Partnership (including, without
limitation, members of the Investment Committee), or of any of their respective
Affiliates; and any Person who was, at the time of the act or omission in
question, such a Person.


                                       29
<PAGE>


                  "DAMAGES":  As defined in Section 6.3(a).

                  "DISABILITY": As set forth in the Marsh & McLennan Companies
Benefit Program, or, if different, the employment agreement of a Tier 1 Partner
or the Person with whom such Tier 1 Partner is Associated.

                  "ESTATE PARTNER": For SF Tech Fund, LLC, the Stephen Friedman
1999 Family Trust; for RC Tech Fund, LLC, Taravest Partners; and any other trust
or family partnership formed for the purpose of estate planning by a Tier 1
Partner to which such Tier 1 Partner transfers all or any portion of its
interest in the Partnership pursuant to Section 8.2 and which is designated on
the Partnership Register as an Estate Partner.

                  "EXCHANGE ACT":  The Securities Exchange Act of 1934,
 as amended.

                  "FISCAL YEAR":  As defined in Section 1.3.

                  "FUND":  Marsh & McLennan Capital Technology Venture
Fund, L.P., a Delaware limited partnership, and it successors and assigns.

                  "FUND AGREEMENT":  The limited partnership agreements of
the Fund, as  amended and restated from time to time.

                  "GENERAL PARTNER":  As defined in the preamble to this
 Agreement.

                  "GOOD REASON":  With respect to any Person Associated with
a Tier 1 Partner or with respect to the Tier 1 Partner with which such Person
is Associated, shall mean the occurrence of one or more of the following events
(unless in the case of clause (a), (b), (c) or (d) below, such occurrence is
cured by M&M Capital within 30 days of receipt of notice by M&M Capital
regarding such occurrence):

                  (a) a reduction in such Person's base salary or consulting
         fee; failure to pay to such Person, at the time such payments are
         required to be made, the bonus or performance payments, if any,
         described in such Person's employment or consulting agreement with M&M
         Capital; failure to award to such Person participation in future M&M
         Capital investments in accordance with such Person's employment or
         consulting agreement with M&M Capital, or make any required payments
         pursuant to such award; or the elimination of MMC equity opportunity
         referred to in such Person's employment or consulting agreement with
         M&M Capital.

                                       30
<PAGE>


                  (b) the failure to continue such Person in the position
         described in such Person's employment or consulting agreement with M&M
         Capital or a more senior position (unless M&M Capital has notified such
         Person in writing of the existence for the basis for Cause or as
         otherwise provided such Person's employment or consulting agreement
         with M&M Capital) or such Person's removal from such position;

                  (c)  material diminution in such Person's duties, or
         assignment of duties materially inconsistent with such Person's
         position;

                  (d) relocation of such Person's principal office location
         other than as permitted pursuant to such Person's employment or
         consulting agreement with M&M Capital;

                  (e) a Change in Control of MMC or a Change in Control
         of M&M Capital.

                  "GP II": As defined in the preamble to this Agreement.

                  "HOLDBACK ACCOUNT":  As defined in Section 4.3.

                  "INITIAL AGREEMENT":  As defined in the preamble to this
Agreement.

                  "INVESTMENT COMMITTEE": A committee of the Partnership formed
to act pursuant to Section 5.2(e), consisting of one representative of each of
the General Partners. The members are initially: Robert Clements representing RC
Tech Fund, LLC; Charles A. Davis representing CD Tech Fund, LLC; Stephen
Friedman representing SF Tech Fund, LLC; and A.J.C. Smith representing GP II.
The members will include: (a) upon the death or resignation of any member or the
removal of such member by the General Partner such member represents, the
successor to such member (I) selected by the General Partner that such member
represented and (II) other than in the case of GP II, approved by a majority of
the other General Partners; and (B) upon the admission of a General Partner
pursuant to Section 8.1(c), a representative of such General Partner (I)
selected by such General Partner and (II) approved by a majority of the other
General Partners.

                  "LIMITED PARTNER":  As defined in the preamble to this
Agreement.

                  "M&M CAPITAL":  Marsh & McLennan Capital, Inc., a Delaware
corporation, and any successors and assigns thereof.

                                       31
<PAGE>

                  "M&M CAPITAL CAUSE DETERMINATION" shall mean, with respect to
any Tier 2 Limited Partner, (A) the conviction of such Tier 2 Limited Partner
for any felony and (B) a determination (made in a reasonable manner) by the Tier
1 General Partners that such Tier 2 Limited Partner has committed one or more
acts involving gross negligence or willful misconduct.

                  "MMC":  Marsh & McLennan Companies, Inc., a Delaware
corporation, and any successors and assigns thereof.

                  "MINIMUM POINTS": With respect to each Partner and as of any
date, the minimum number of Points that may be allocated to such Partner with
respect to any Portfolio Investment to be made on or after such date.

                  "NET INVESTMENT PROFIT" and "NET INVESTMENT LOSS":  As
defined in the Fund Agreement.

                  "NET PROFIT" and "NET LOSS": For any Period or any Fiscal
Year, the net income or net loss of the Partnership for such Period or Fiscal
Year (including the Net Profit and Net Loss of the Fund, as such terms are used
in the Fund Agreement) other than net income or net loss derived directly or
indirectly from Portfolio Investments, determined in accordance with Section
703(a) of the Code, including any items that are separately stated for purposes
of Section 702(a) of the Code, as determined in accordance with federal income
tax accounting principles with the following adjustments:

                  (i)  any income of the Partnership that is exempt from
         federal income tax shall be included as income; and

                  (ii) any expenditures of the Partnership described in Code
         Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
         expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)
         (iv)(i) shall be treated as current expenses.

                  "PARTNER":  As defined in the preamble to this Agreement.

                  "PARTNERSHIP":  As defined in the preamble to this Agreement.

                  "PARTNERSHIP EXPENSES": The costs and expenses that, in the
good faith judgment of the General Partners, arise out of or are incurred in
connection with the organization and operation of the Partnership, including,
without limitation, legal, and accounting expenses, extraordinary expenses and
indemnification obligations.

                                       32
<PAGE>


                  "PARTNERSHIP REGISTER":  As defined in Section 1.1(c).

                  "PERIOD": The period beginning on the day following any
Adjustment Date (or, in the case of the first Period, beginning on the day of
formation of the Partnership) and ending on the next succeeding Adjustment Date.

                  "PERSON":  Any individual, entity, corporation, company,
partnership, association, limited liability company, joint-stock company,
trust or unincorporated organization.

                  "POINTS":  As defined in Section 3.4(a).

                  "PORTFOLIO COMPANY":  As defined in the Fund Agreement.

                  "PORTFOLIO INVESTMENT":  As defined in the Fund Agreement.

                  "PREFERENTIAL ALLOCATION AMOUNT": With respect to each
Additional Partner indicated on the Partnership Register as being subject to the
provision for Preferential Allocation and Distribution Amounts, determined only
as of the date of an allocation made pursuant to Section 3.5(a)(iii) and only
with respect to Portfolio Investments made on or after the date of admission of
such Additional Partner, an amount equal to the excess of (A) solely with
respect to Portfolio Investments made prior to, and disposed of after, the date
of admission of such Additional Partner, the amounts that would have previously
been allocated to such Additional Partner pursuant to Section 3.5(a)(iii) if
such Additional Partner had been allocated with respect to all such Portfolio
Investments (subject to Section 9.3(b)) the Minimum Points listed with respect
to such Additional Partner on the Partnership Register as of the date of
admission of such Additional Partner over (B) all amounts previously allocated
to such Additional Partner pursuant to Section 3.5(a)(iii)(B).

                  "PREFERENTIAL DISTRIBUTION AMOUNT": With respect to each
Additional Partner indicated on the Partnership Register as being subject to the
provision for Preferential Allocation and Distribution Amounts, determined only
as of the date of a distribution made pursuant to Section 4.2(b)(iii) and only
with respect to Portfolio Investments made on or after the date of admission of
such Additional Partner, an amount equal to the excess of (A) solely with
respect to Portfolio Investments made prior to, and disposed of after, the date
of admission of such Additional Partner, the amounts that would have previously
been distributed to such Additional Partner pursuant to Section 4.2(b)(iii) if
such Additional Partner had been allocated with respect to all such Portfolio
Investments (subject to Section 9.3(b)) the Minimum Points listed with respect
to such Additional Partner on the Partnership Register as of the date of
admission of such Additional Partner over (b) all amounts previously distributed
to such Additional Partner pursuant to Section 4.2(b)(iii)(C), PROVIDED,
however, that Section 4.3 shall


                                       33
<PAGE>


be disregarded solely for purposes of determining the amounts described in
clauses (a) and (b) of this paragraph. For the avoidance of doubt, Section 4.3
shall apply to distributions made pursuant to Section 4.2(b)(iii) (including
Section 4.2(b)(iii)(C)).

                  "PRIME RATE":  As defined in the Fund Agreement.

                  "PROCEEDING":  As defined in Section 6.3(a).

                  "REMAINING CAPITAL COMMITMENT": For any Partner, the excess of
(A) such Partner's Capital Commitment over (B) the aggregate amount of such
Partner's Capital Contributions, as adjusted pursuant to Section 9.2.

                  "SECRETARY OF STATE":  As defined in the preamble hereto.

                  "SECURITIES": Shares of capital stock, limited partner
interests, limited liability company interests, warrants, options, bonds, notes,
debentures and other securi ties and equity and debt interests of whatever kind
of any Person, whether or not publicly traded or readily marketable.

                  "SPECIAL ASSIGNEE":  As defined in Section 9.1.

                  "SPECIAL PERCENTAGE":  With respect to any Partner, the
percentage set forth opposite the name of such Partner on the Partnership
Register under the heading "Special Percentage".

                  "SUBSCRIPTION AGREEMENTS":  The subscription agreements
between the Fund and each of its limited partners.

                  "TEMPORARY INVESTMENT":  As defined in the Fund Agreement.

                  "TERM":  As such term will be defined in the Fund Agreement.


                  "TIER 1 GENERAL PARTNER": Each of SF Tech Fund, LLC, RC Tech
Fund, LLC, and CD Tech Fund, LLC or any other General Partner admitted in
accordance with Section 8.1(b) and listed on the Partnership Register as a Tier
1 General Partner.

                  "TIER 1 PARTNER": Each of the Tier 1 General Partners, The
Stephen Friedman 1999 Family Trust, Taravest Partners, and Charles A. Davis or
any other Partner admitted in accordance with Section 8.1(a) and listed on the
Partnership Register as a Tier 1 Partner.


                                       34
<PAGE>



                  "TIER 2 PARTNER": Any Partner admitted in accordance with
Section 8.1(a) and listed on the Partnership Register as a Tier 2 Partner.

                  "TRANSFER":  As defined in Section 8.2(a).

                  "TREASURY REGULATIONS":  The Regulations the United States
issued pursuant to the Code.

                  "VALUE": As defined in the Fund Agreement, PROVIDED that the
provisions of the Fund Agreement regarding the board of advisors of the Fund
shall not apply to assets or Securities not held by the Fund.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  12.1 NOTICES. All notices, requests, demands and other
communications relating to this Agreement shall be in writing and shall be
deemed to have been duly given if (A) delivered in person, (B) mailed by
registered or certified mail, return receipt requested and first-class postage
paid, or (C) mailed by overnight or next day express mail, as follows: (1) if to
the Partners, at the addresses set forth on the Partnership's books and records,
(2) if to the Partnership, at the address referred to in Section 1.4, or (3) to
such other address as any Partner (or a General Partner on behalf of the
Partnership) shall have last designated by notice to the Partnership and the
other Partners, as the case may be. Notices given in person, or by facsimile
transmission followed by a confirmation by an officer of a General Partner,
shall be deemed to have been made when given (and, in the case of facsimile,
confirmed). Notices mailed in accordance with the first sentence of this Section
12.1 shall be deemed to have been given and made three days following the date
so mailed.

                  12.2 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which
taken together shall constitute a single agreement.

                  12.3 TABLE OF CONTENTS AND HEADINGS. The table of contents and
the headings of the articles and sections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof.

                                       35
<PAGE>


                  12.4 SUCCESSORS AND ASSIGNS. Except as otherwise specifically
provided herein, this Agreement shall be binding upon and inure to the benefit
of the Partners and their legal representatives, heirs, administrators,
executors, successors, and permitted assigns.

                  12.5 SEVERABILITY. Every term and provision of this Agreement
is intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such term or provision will be enforced to
the maximum extent per mitted by law and, in any event, such illegality or
invalidity shall not affect the validity of the remainder of this Agreement.

                  12.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, ALL
RIGHTS AND REMEDIES BEING GOVERNED BY DELAWARE LAW, WITHOUT REGARD TO CONFLICTS
OF LAWS RULES.

                  12.7 CONFIDENTIALITY. Each Partner agrees that he, she or it
shall keep confidential and not disclose to any third Person or use for his own
benefit, without the written consent of the General Partners, any trade secrets
or confidential or proprietary information with respect to the Partnership, the
Fund or any Portfolio Company, or any of its or their Affiliates, PROVIDED that
a Partner may disclose any such information (A) as has become generally
available to the public other than as a result of a disclosure by a Partner or
his or her representative, (B) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or national (including
without limitation foreign) regulatory body having or claiming to have
jurisdiction over such Partner, (C) as may be required in response to any
summons or subpoena or in connection with any litigation and (D) to the extent
necessary in order to comply with any law, order, regula tion or ruling
applicable to such Partner, and PROVIDED FURTHER that, to the extent permitted
by applicable law and not restricted by confidentiality or other agreements,
arrangements or requirements to which the Partnership, any Portfolio Company,
the Fund or any of their Affiliates are bound, such Partner may, after becoming
a Special Assignee, disclose to third persons the performance of investments
made by the Fund while, he, she or it was a Partner solely for the purpose of
providing information relating to such Special Assignee's track record, but
nothing in this proviso shall authorize any Partner or Special Assignee to
retain or to disclose to any third Person any books, records, documents or other
written materials held by such Partner or available to such Partner before
becoming a Special Assignee containing information of the kind described in this
sentence before the first proviso.

                  12.8 SURVIVAL OF CERTAIN PROVISIONS. The obligations of each
Partner pur suant to Section 4.4, Article VI and Section 12.7 shall survive the
termination or expiration of this Agreement and the dissolution, winding up and
termination of the Partnership.

                                       36
<PAGE>


                  12.9 WAIVER OF PARTITION. Except as may be otherwise provided
by law in connection with the dissolution, winding up and liquidation of the
Partnership, each Partner hereby irrevocably waives any and all rights that he,
she or it may have to maintain an action for partition of any of the
Partnership's property.

                  12.10 POWER OF ATTORNEY. Subject to Section 12.11, each
Limited Partner does hereby irrevocably constitute and appoint each General
Partner, with full power of substitution, the true and lawful attorney-in-fact
and agent of such Partner, to execute, acknowledge, verify, swear to, deliver,
record and file, in his or her name, place and stead, all instruments, documents
and certificates which may from time to time be required by the laws of the
State of Delaware, the United States of America, the State of Connecticut, the
State of New York, and any other jurisdiction in which the Partnership conducts
or plans to conduct business, or any political subdivision or agency thereof, to
effectuate, implement and continue the valid existence and business of the
Partnership, including, without limitation, the power and authority to execute,
verify, swear to, acknowledge, deliver, record and file:

                  (a) all certificates and other instruments, including, without
         limitation, any amendments to this Agreement or to the Certificate,
         that the General Partners deem appropriate to form, qualify or continue
         the Partnership as a limited partnership in the State of Delaware and
         all other jurisdictions in which the Partnership conducts or plans to
         conduct business;

                  (b) all instruments that the General Partners deem appropriate
         to reflect any amendment to this Agreement or the Certificate (I) to
         satisfy any requirements, conditions, guidelines or opinions contained
         in any opinion, direc tive, order, ruling or regulation of the
         Securities and Exchange Commission, the Internal Revenue Service, or
         any other United States federal or state agency, or in any United
         States federal or state statute, compliance with which the General
         Partners deem to be in the best interests of the Partnership, (II) to
         change the name of the Partnership or (III) to cure any ambiguity or
         correct or supplement any provision herein or therein contained that
         may be incomplete or inconsistent with any other provision herein or
         therein contained;

                  (c) all conveyances and other instruments that the General
         Partners deem appropriate to reflect and effect the dissolution and
         termination of the Partnership pursuant to the terms of this Agreement,
         including without limitation the filing of a notice of dissolution as
         provided for in Article X;

                  (d) all instruments relating to duly authorized (I) Transfers
         of interests of Partners, (ii) admissions of Additional Partners, (iii)
         changes in the Capital Commit-

                                       37
<PAGE>


         ment, Minimum Points or Points of any Partner or (IV) duly adopted
         amendments to this Agreement, all in accordance with the terms of this
         Agree ment;

                  (e) certificates of assumed name and such other certificates
         and instru ments as may be necessary under the fictitious or assumed
         name statutes from time to time in effect in the State of Delaware, the
         State of Connecticut, the State of New York and any other jurisdiction
         in which the Partnership conducts or plans to conduct business; and

                  (f) any other instruments determined by the General Partners
         to be neces sary or appropriate in connection with the proper conduct
         of the business of the Partnership and that do not adversely affect the
         interests of the Partners.

                  Such attorney-in-fact and agent shall not, however, have the
right, power or authority to amend or modify this Agreement when acting in such
capacities, except to the extent authorized herein. This power of attorney shall
not be affected by the subse quent disability or incompetence of the principal.

                  The power of attorney granted herein shall be deemed to be
coupled with an interest, shall be irrevocable, shall survive the death,
dissolution, bankruptcy or legal disability of each of the Partners and shall
extend to their successors and assigns. The power of attorney granted herein may
be exercised by such attorney-in-fact and agent for all Partners of the
Partnership (or any of them) by listing all (or any) of such Partners required
to execute any such instrument on the signature page of such instrument, and
signing such instrument at the end of such list, acting as attorney-in-fact. Any
person dealing with the Partnership may conclusively presume and rely upon the
fact that any instrument referred to above, executed by such attorney-in-fact
and agent, is authorized, regular and binding, without further inquiry. If
required, the Partners shall execute and deliver to the Partnership, within five
Business Days after receipt of a request therefor, such further designations,
powers of attorney or other instruments as the General Partners shall reasonably
deem necessary for the purposes hereof.

                  12.11 MODIFICATIONS. Except as otherwise expressly provided
herein, this Agreement may be modified or amended, and any provision hereof may
be waived only upon the written consent of each of the General Partners,
PROVIDED that no such modification, amendment or waiver that would (a) adversely
alter (i) any Partner's economic interest in the Partnership (including, without
limitation, such Partner's Capital Commitment, Minimum Points, Points allocated
with respect to any Portfolio Investment, Capital Contribution, obligations
pursuant to Section 4.4, or right to or timing of distributions), voting rights
contained in Article V hereof (solely with respect to General Partners), rights
under the liability, exculpation and indemnification provisions in Article VI
hereof, right to receive information, or the definition of


                                       38
<PAGE>


Partnership Expenses or (ii) the tax consequences to such Partner relating to
the Partnership which would discriminate against such Partner vis-a-vis the
other Partners, as applicable, or (b) extend or increase any financial
obligation or liability of such Partner, shall be effective without the consent,
in each case, of such Partner, as applicable.

                  12.12 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the Partners with respect to the subject matter hereof and
supersedes any prior agreement or understanding, both written and oral, among
them with respect to such subject matter.

                  12.13 FURTHER ACTIONS. Each Partner shall execute and deliver
such other certificates, agreements and documents, and take such other actions,
as may reasonably be requested by the Partnership in connection with the
formation of the Partnership and the achievement of its purposes, including,
without limitation, (A) any documents that the General Partners deem necessary
or appropriate to form, qualify or continue the Partner ship as a limited
partnership in all jurisdictions in which the Partnership conducts or plans to
conduct business and (B) all such agreements, certificates, tax statements and
other documents as may be required to be filed in respect of the Partnership.
                                       39

<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written, and
have indicated their Capital Commitments in the spaces below provided next to
their names.

                                            MARSH & McLENNAN GP II, INC.


$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:


                                            RC TECH FUND, LLC


$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:


                                            SF TECH FUND, LLC


$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:


                                            CD TECH FUND, LLC


$_________________                          By:_________________________
Capital Commitment                             Name:
                                                 Title:


<PAGE>








                                LIMITED PARTNERS:



</TEXT>
</DOCUMENT>
