EXHIBIT 10.01

This Agreement is made as of this ____ day of ____, 199_, between CMG Information Services, Inc., a Delaware corporation (the "Company"), and _________________ (the "Indemnitee").

WITNESSETH THAT:

WHEREAS, it is essential to the Company to retain and attract as Directors the most capable people available; and

WHEREAS, the Indemnitee is a Director of the Company and in such capacity provides valuable services to the Company; and

WHEREAS, both the Company and the Indemnitee recognize that the Indemnitee, while serving as a Director of the Company is exposed to a substantial risk of expensive litigation at a time when liability insurance may not continue to be available to insure adequately against such risk, and at a time when the Company and the Indemnitee recognize that the Indemnitee is not being paid sufficient compensation by the Company to compensate for such risk; and

WHEREAS, it is now and has always been the express policy of the Company to indemnify its Directors and Officers; and

WHEREAS, the Company has adopted an Article in its Restated Certificate of Incorporation and a By-Law providing for the indemnification of Officers and Directors of the Company as authorized by Section 145 of the Delaware General Corporation Law; and

WHEREAS, such Article and By-Law and the Delaware General Corporation Law specifically provide that they are not exclusive, and thereby contemplate that individual indemnification agreements may be entered into between the Company and its Directors; and

WHEREAS, in accordance with the authorization provided by law, the Company intends to purchase and maintain a policy or policies of Directors and Officers Liability Insurance ("D&O Insurance"), providing certain basic protection against risk of personal liability of Directors and Officers at a reasonable cost, and Indemnitee has relied on the availability of such coverage, but such coverage may become increasingly difficult to obtain on terms providing reasonable protection at a reasonable cost for all risks; and

WHEREAS, to induce Indemnitee to serve or to continue to serve as a Director of the Company and to provide Indemnitee with specific contractual assurance of substantial protection against personal liability (regardless of, among other things, any amendment to or revocation of any provision of the Company's Restated Certificate of Incorporation or By-Laws concerning indemnification or any change in the composition of the Company's Board of Directors or any acquisition of the Company), the Company desires to enter into this Agreement; and

WHEREAS, in order to induce Indemnitee to become, or to remain in Indemnitee's position as, a Director of the Company and in consideration of Indemnitee's so becoming or remaining, the Company desires to indemnify Indemnitee according to the terms and conditions set forth below; and

WHEREAS, the form of this Indemnification Agreement has been ratified and approved by the stockholders of the Company.

NOW, THEREFORE, in consideration of the foregoing premises and of the Indemnitee's serving or continuing to serve the Company, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

(a) "Change in Control" shall be deemed to have occurred when (i) there has been a change in control of the Company, not approved by a resolution of the Company's Board of Directors, of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including in any event the acquisition by any "person" (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, (ii) followed within a period of not more than two years by a change in the identity of a majority of the members of the Company's Board of Directors otherwise than through death, disability or retirement in accordance with the Company's retirement policies.

(b) The term "Claim" shall include any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether brought by or in the right of the Company or by any other party and whether of a civil, criminal, administrative or investigative nature, including any inquiry or investigation which the Indemnitee in good faith believes might lead to the institution of any action, suit or proceeding, in which Indemnitee may be or may have been involved as a party, witness or otherwise, by reason of the fact that Indemnitee is or was a Director of the Company, by reason of any action taken by him or of any inaction on his part while acting as such a Director, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

(c) The term "Expenses" shall include, without limitation, expenses of investigations, judicial or administrative proceedings or appeals, amounts paid in settlement of

any Claim by or on behalf of Indemnitee, attorneys, fees and disbursements, any expenses of establishing a right to indemnification or Expense Advances under Sections 9 and 10 of this Agreement, and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participant in, any Claim, but shall not include the amount of judgments, fines or penalties against Indemnitee.

(d) References to "other enterprise" shall include employee benefit plans; references to "fines" shall include any excise tax assessed with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries.

(e) "Potential Change in Control" shall be deemed to have occurred if (i) any person publicly announces an intention to take or to consider taking such actions which if consummated might result in a Change in Control, (ii) any "person" (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) acquires beneficial ownership, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (iii) the Company's Board of Directors in its sole discretion adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

The right to indemnification and the immediate right to Expense Advances pending final determination of the right to indemnification or lack thereof, as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate as provided in this Agreement or otherwise shall be on the party claiming to diminish such indemnification. The failure of the Company (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, shall not be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing has right to indemnification, in whole or in part, with respect to any such Claim shall also be paid by the Company under this Agreement immediately upon written request in advance in accordance with the terms and conditions of Section 9.

In the event of any demand by the Indemnitee for the indemnification with respect to any judgment, fine or penalty hereunder or under the Company's By- Laws, the Board of Directors of the Company shall either approve the indemnification or shall designate independent legal counsel referred to above. The obligations of the Company hereunder with respect to the payment of any judgment, fine or penalty shall be subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that the Indemnitee is not permitted to be indemnified under Applicable law. The obligation of the Company to make Expense Advances pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that the Indemnitee is not permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If the Indemnitee has commenced legal proceedings (either before or after the determination by independent legal counsel) in a court of competent jurisdiction to secure a determination that the Indemnitee may be indemnified under this Agreement or otherwise, any determination made by the independent legal counsel that the Indemnitee is not permitted to be indemnified under applicable law shall not be binding, and the Indemnitee shall not be required to reimburse the Company for any Expense Advances and shall continue to be entitled to Expense Advances until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the independent legal counsel or if the independent legal counsel determines that the Indemnitee is not permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the states of Massachusetts or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the independent legal counsel or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding.

In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all such papers and do all such things as may be necessary or desirable to secure such rights. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise received payment (under any insurance policy, By-law or otherwise) of the amounts otherwise indemnifiable hereunder.

This Agreement shall inure to the benefit of and be enforceable by Indemnitee's personal or legal representatives, executors, administrators, successors, heirs, devisee and legatees. If Indemnitee should die while any amounts would still be payable to Indemnitee hereunder if Indemnitee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Indemnitee's devisee, legatees, or other designees, or if there be no such devisee, legatees or designees, to Indemnitee's estate.

(a) The Company will be entitled to participate therein at its own expense; and

(b) Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel with respect to such Claim, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof with counsel satisfactory to Indemnitee shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Claim, or (iii) the Company shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel for the Indemnitee shall be paid immediately by the Company. The Company shall not be entitled to assume the defense of any Claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

(c) The Company shall not be liable to indemnify the Indemnitee under his Agreement for any amounts paid in settlement of any Claim effected without its written consent. The Company shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

If to Indemnitee:

If to the Company:

CMG Information Services, Inc.
100 Brickstone Square
1st Floor
Andover, MA 01810

With a copy to Counsel:

William Williams II, Esquire
Palmer & Dodge LLP
One Beacon Street
Boston, MA 02108

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the day and year first above written.

CMG INFORMATION SERVICES, INC.

Indemnitee

EXHIBIT 10.33

FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT

WHEREAS, the Borrower and the Banks have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this First Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) a counterpart of this First Amendment, executed by the Borrower and the Banks; and

(b) evidence that all necessary corporate action has been taken on the part of the Borrower to authorize the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as a document under seal as of the date first above written.

CMG INFORMATION SERVICES, INC.

BANKBOSTON, N.A.

                                    Revolving Credit   Commitment Percentage of
              Banks                 Loan Commitment     Revolving  Credit Loans
================================================================================

BANKBOSTON, N.A.                       $4,000,000                   100%
Domestic Lending Office:
100 Federal Street, 01-08-06
Boston, Massachusetts  02110
Attn: High Technology Division

Eurodollar Lending Office:
Same as above
================================================================================
     Totals:                           $4,000,000                   100%
--------------------------------------------------------------------------------

EXHIBIT 10.34

SECOND AMENDMENT
TO
REVOLVING CREDIT AGREEMENT

WHEREAS, the Borrower and the Banks have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this Second Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) Section 7.2(c)(iv) of the Credit Agreement is hereby amended by inserting immediately after the words "Investments made by the Borrower in compliance with its Investment Policy" the words "and Investments consisting of acquisitions permitted by (S)7.2(e) hereof".

(b) Section 7.2(e) of the Credit Agreement is hereby amended by deleting (S)7.2(e) in its entirety and restating it as follows:

(a) make capital expenditures which in the aggregate and on a consolidated basis exceed (i) $10,000,000 in the 1998 fiscal year; and (ii) $3,700,000 in any fiscal year ending thereafter; provided, however, that if during any fiscal year, other than the 1998 fiscal year, the amount of capital expenditures permitted for that fiscal year is not so utilized, such unutilized amount may be utilized in the next succeeding fiscal year, but not in any subsequent year;

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as a document under seal as of the date first above written.

CMG INFORMATION SERVICES, INC.

BANKBOSTON, N.A.

EXHIBIT 10.35

THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT

WHEREAS, the Borrower and the Banks have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this Third Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) Section 7.1(a)(viii) of the Credit Agreement is hereby amended by inserting immediately before the words "from time to time" the words "simultaneously with the Borrower making an acquisition which is permitted pursuant to (S)7.2(e) hereof, or incurring Indebtedness which is permitted to be incurred pursuant to (S)7.2(a), as the case may be, information evidencing the aggregate purchase price of all acquisitions made to date (including the contemplated acquisition), in the case of an acquisition, or information detailing the outstanding Indebtedness of the Borrower on such date (including the Indebtedness to be incurred), in the event of the incurrence of any Indebtedness, and, in addition,";

(b) Section 7.2(a) of the Credit Agreement is hereby amended by inserting immediately after the roman numeral (iv) the words "(a) Indebtedness of the Borrower to SalesLink in an aggregate principal amount not to exceed $5,000,000 pursuant to the SalesLink Intercompany Note; (b) Indebtedness of the Borrower to Robert Lee in an aggregate principal amount not to exceed $4,249,845 pursuant to the Lee Note; (c) Indebtedness of Blaxxun in an aggregate principal amount not to exceed (1) $1,000,000 pursuant to certain promissory notes dated prior to the date hereof from Blaxxun to CMG @ Ventures I, and ERM/EBIT; and (2) 6,400,000 DM pursuant to certain promissory notes dated prior to the date hereof from Blaxxun to Technologie-Beteiligungsgesellschaft der Deutschen Ausgleichsbank and Bayern Kapital; and (d)";

(c) Section 7.2(c)(iv) of the Credit Agreement is hereby amended by deleting the text of (S)7.2(c)(iv) in its entirety and restating it as follows:
"(iv) Investments made by the Borrower in compliance with its Investment Policy, Investments consisting of acquisitions permitted by (S)7.2(e) hereof and an Investment by the Borrower in Open Market, Inc., provided such Investment is made on or prior to July 31, 1998 and is in an aggregate amount of not more than $5,000,000".

(d) Section 7.2(e) of the Credit Agreement is hereby amended by deleting (S)7.2(e) in its entirety and restating it as follows:

any such acquisition; (v) the business and assets so acquired in each such acquisition shall be acquired by the Borrower free and clear of all liens and Indebtedness; and (vi) the aggregate purchase price of all acquisitions permitted hereunder does not exceed the greater of (1) $11,000,000 and (2) the aggregate purchase price of each of the Accipiter Acquisition, the Servercast Acquisition, the InSolutions Acquisition and the OnDemand Acquisition during the term of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as a document under seal as of the date first above written.

CMG INFORMATION SERVICES, INC.

BANKBOSTON, N.A.

EXHIBIT 10.36

FOURTH AMENDMENT
TO
REVOLVING CREDIT AGREEMENT

WHEREAS, the Borrower and the Banks have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this Fourth Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as a document under seal as of the date first above written.

CMG INFORMATION SERVICES, INC.

BANKBOSTON, N.A.

                                Revolving Credit       Commitment Percentage of
               Banks            Loan Commitment         Revolving Credit Loans
================================================================================

BANKBOSTON, N.A.                    $5,000,000                     100%
Domestic Lending Office:
100 Federal Street, 01-08-06
Boston, Massachusetts  02110
Attn: High Technology Division

Eurodollar Lending Office:
Same as above
================================================================================
     Totals:                        $5,000,000                     100%
--------------------------------------------------------------------------------

EXHIBIT 10.37

FIFTH AMENDMENT
TO
REVOLVING CREDIT AGREEMENT

WHEREAS, the Borrower and the Banks have agreed to modify certain terms and conditions of the Credit Agreement as specifically set forth in this Fifth Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) Section 7.2(c)(iv) of the Credit Agreement is hereby amended by deleting the text of (S)7.2(c)(iv) in its entirety and restating it as follows:
"(iv) Investments made by the Borrower in compliance with its Investment Policy, Investments consisting of acquisitions permitted by (S)7.2(e) hereof, the Investment by the Borrower in Open Market, Inc. provided such Investment is made on or prior to July 31, 1998 and is in the aggregate amount of not more than $5,000,000 and the Investment made by the Borrower on or about July 16, 1998 in Magnitude Network, LLC provided such Investment is in the aggregate amount of not more than $500,000."

(b) Section 7.2(e) of the Credit Agreement is hereby amended by deleting (S)7.2(e) in its entirety and restating it as follows:

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as a document under seal as of the date first above written.

CMG INFORMATION SERVICES, INC.

BANKBOSTON, N.A.

EXHIBIT 10.57

Dated as of June 11, 1998

among
SALESLINK CORPORATION,
INSOLUTIONS INCORPORATED,
PACIFIC DIRECT MARKETING CORP.

BANKBOSTON, N.A.
AND THE OTHER LENDING
INSTITUTIONS SET FORTH ON SCHEDULE 1 HERETO

and

BANKBOSTON, N.A. as Agent

1.   DEFINITIONS:.........................................................  1
2.   REVOLVING CREDIT FACILITY............................................ 11
       2.1.  Commitment to Lend........................................... 11
       2.2.  Requests for Loans........................................... 12
       2.3.  Conversion Options........................................... 13
               2.3.1.  Conversion to Different Loan Type.................. 13
               2.3.2.  Continuation of Loan Type.......................... 14
               2.3.3.  LIBOR Rate Loans................................... 14
       2.4.  Interest..................................................... 14
       2.5.  Repayments and Prepayments................................... 15
       2.6.  Funds for Revolving Credit Loan.............................. 15
               2.6.1.  Funding Procedures................................. 15
               2.6.2.  Advances by Agent.................................. 16
3.   THE TERM LOAN........................................................ 16
       3.1.  Commitment to Lend........................................... 16
       3.2.  The Term Notes............................................... 16
       3.3.  Schedule of Installment Payments of Principal of Term Loan... 17
       3.4.  Optional Prepayment of Term Loan............................. 17
       3.5.  Interest on Term Loan........................................ 17
               3.5.1.  Interest Rates..................................... 18
               3.5.2.  Notification by Borrower........................... 18
               3.5.3.  Amounts, Etc....................................... 18
4.   LETTER OF CREDIT FACILITY............................................ 18
       4.1.  Letter of Credit Commitment.................................. 18
       4.2.  Reimbursement Obligation of the Borrower..................... 20
       4.3.  Letter of Credit Payments.................................... 20
       4.4.  Obligations Absolute......................................... 21
       4.5.  Reliance by Issuer........................................... 22
       4.6.  Letter of Credit Fees........................................ 22
5.   CHANGES IN CIRCUMSTANCES, ETC........................................ 22
       5.1.  Inability to Determine LIBOR Rate............................ 22
       5.2.  Illegality................................................... 22
       5.3.  Changes in Circumstances..................................... 23
       5.4.  Certificate.................................................. 24
       5.5.  Indemnity.................................................... 24
6.   FEES AND PAYMENTS.................................................... 24
7.   REPRESENTATIONS AND WARRANTIES....................................... 25
8.   CONDITIONS PRECEDENT................................................. 27
9.   COVENANTS............................................................ 29
       9.1.  Affirmative Covenants........................................ 29
       9.2.  Negative Covenants........................................... 31
       9.3.  Financial Covenants.......................................... 32
10.  EVENTS OF DEFAULT; ACCELERATION...................................... 33
11.  SETOFF............................................................... 35
12.  THE AGENT............................................................ 36
       12.1. Authorization................................................ 36

         12.2.  Employees and Agents.............................................  37
         12.3.  No Liability.....................................................  37
         12.4.  No Representations...............................................  37
         12.5.  Payments.........................................................  38
                 12.5.1.  Payments to Agent......................................  38
                 12.5.2.  Distribution by Agent..................................  38
                 12.5.3.  Delinquent Banks.......................................  38
         12.6.  Holders of Notes.................................................  39
         12.7.  Indemnity........................................................  39
         12.8.  Agent as Bank....................................................  39
         12.9.  Resignation......................................................  39
         12.10. Notification of Defaults and Events of Default...................  40
         12.11. Duties in the Case of Enforcement................................  40
13.  ASSIGNMENT AND PARTICIPATION................................................  40
         13.1.  Conditions to Assignment by Banks................................  40
         13.2.  Certain Representations and Warranties; Limitations; Covenants...  41
         13.3.  Register.........................................................  42
         13.4.  New Notes........................................................  42
         13.5.  Participations...................................................  43
         13.6.  Disclosure.......................................................  43
         13.7.  Assignee or Participant Affiliated with the Borrower.............  43
         13.8.  Miscellaneous Assignment Provisions..............................  44
         13.9.  Assignment by Borrower...........................................  44
14.  MISCELLANEOUS...............................................................  44

WHEREAS, pursuant to a Revolving Credit and Term Loan Agreement dated as of October 24, 1996 (as amended from time to time, the "Original Credit Agreement") by and among SalesLink, the Parent (as hereinafter defined), certain of the Banks (as hereinafter defined) and the Agent, the lenders party thereto made loans available to SalesLink for, among other things, financing a portion of the acquisition of Pacific Direct and for general corporate and working capital purposes; and

WHEREAS, SalesLink has requested, among other things, to amend and restate the Original Credit Agreement and to provide additional financing, to refinance certain Indebtedness (as hereinafter defined) and to provide funds for working capital and general corporate purposes, and the Banks are willing to amend and restate the Original Credit Agreement and to provide such additional financing on the terms and conditions set forth herein;

NOW, THEREFORE, the Borrowers, the Banks and the Agent agree that on and as of the Closing Date (as hereinafter defined) the Original Credit Agreement is hereby amended and restated in its entirety and shall remain in full force and effect only as expressly set forth herein.

                                            BASE RATE   LIBOR RATE
---------------------------------------------------------------------
                LEVERAGE RATIO               LOANS        LOANS
---------------------------------------------------------------------
---------------------------------------------------------------------
  Greater than or equal to 2.00:1.00          .50%        2.00%
---------------------------------------------------------------------
---------------------------------------------------------------------
  Less than 2.00:1.00 but greater
  than or equal to 1.50:1.00                  .25%        1.75%
---------------------------------------------------------------------
---------------------------------------------------------------------
  Less than 1.50:1.00                           0%        1.50%
---------------------------------------------------------------------

Notwithstanding the foregoing, (a) for Loans outstanding during the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the fiscal quarter ending July 31, 1998, the Applicable Margin shall be at the highest level set forth above and (b) if the Borrowers fail to deliver any Compliance Certificate pursuant to (S)9.1(a)(iv) hereof, then, for the period commencing on the next Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the highest Applicable Margin set forth above.

banking business generally and, in the case of LIBOR Rate Loans, also a day which is a LIBOR Business Day.

which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) if, but only if, any Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Agent, such approval not to be unreasonably withheld.

in effect for the fiscal year therein reported in the most recent Financials submitted to the Agent prior to execution of this Agreement.

(a) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, that Interest Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding LIBOR Business Day;

(b) if any Interest Period with respect to a Base Rate Loan would end on a day that is not a Business Day, that Interest Period shall end on the next succeeding Business Day;

(c) If the Borrowers shall fail to give notice as provided in (S)2.3, the Borrowers shall be deemed to have requested a conversion of the affected LIBOR Rate Loan to a Base Rate Loan and the continuance of all Base Rate Loans as Base Rate Loans on the last day of the then current Interest Period with respect thereto;

(d) any Interest Period relating to any LIBOR Rate Loan that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last LIBOR Business Day of a calendar month; and

(e) any Interest period relating to any LIBOR Rate Loan that would otherwise extend beyond the Revolving Credit Loan Maturity Date (if comprising a Revolving Credit Loan) or the Term Loan Maturity Date (if comprising the Term Loan or a portion thereof) shall end on the Revolving Credit Loan Maturity Date or, as the case may be, the Term Loan Maturity Date.

such other eurodollar interbank market as may be selected by the Agent in its sole discretion acting in good faith.

Incorporated and the shareholders of InSolutions Corporation identified therein, together with all schedules, exhibits and annexes thereto.

1.2. RULES OF INTERPRETATION. For purposes of this Agreement, the parties hereto hereby acknowledge and agree that when a reference is made to any fiscal year, fiscal quarter, fiscal month or any other such period, until such time as InSolutions changes its fiscal year to be identical to that of SalesLink, such term shall mean the fiscal year, fiscal quarter and fiscal month of

SalesLink, and shall include the relevant information of InSolutions for those identical months, quarter or twelve month period, regardless of the actual fiscal year of InSolutions. For example, a reference to the Combined Current Assets of the Borrowers for the fiscal quarter ended July 31, 1998 shall mean the current assets of SalesLink and it Subsidiaries for its period of April 1, 1998 through July 31, 1998, and the current assets of InSolutions and its Subsidiaries for the three month period of April 1, 1998 through July 31, 1998.

(a) SalesLink shall give to the Agent written notice in form and substance satisfactory to the Agent (or telephonic notice confirmed in writing in form and substance satisfactory to the Agent) of each Revolving Credit Loan being requested hereunder (a "Loan Request") (i) no later than 10:00 a.m. (Boston time) on the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (A) the principal amount of the Revolving Credit Loan being requested, (B) the proposed Drawdown Date of such Revolving Credit Loan,
(C) in the event the Revolving Credit Loan being requested is a LIBOR Rate Loan, the Interest Period for such Revolving Credit Loan and (D) whether such Revolving Credit Loan shall be a Base Rate Loan or a LIBOR Rate Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Each Loan Request shall be irrevocable and binding upon the Borrowers and shall obligate the Borrowers to accept the Revolving Credit Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of $100,000 or an integral multiple thereof.

(b) Notwithstanding the notice requirements set forth in (S)2.2(a) and the minimum Revolving Credit Loan amount provisions contained in (S)2.1 and 2.2(a), Revolving Credit Loans may be made from time to time in the following manner: the Banks may make Revolving Credit Loans to the Borrowers by entry of credits by the Agent to the Borrowers' controlled disbursement account (the "Disbursement Account") with the Agent to cover checks and other charges which the Borrowers have drawn or made against such Disbursement Account. The Borrowers hereby request and authorize the Banks to make from time to time such Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented. The Borrowers and the Banks may also agree to effect such other controlled disbursement arrangements as may be mutually satisfactory. The Borrowers acknowledge and agree that the making of such Revolving Credit Loans in accordance with this (S)2.2(b) shall, in each case, be subject in all respects to the provisions of this Agreement as if they were Revolving Credit Loans covered by a Loan Request, including without limitation, the limitations set forth in (S)2.1 and the requirement that the applicable provisions of (S)8 be satisfied. All actions taken by the Agent and the Banks pursuant to the provisions of this (S)2.2(b) shall be conclusive and binding upon the Borrowers.

(c) Notwithstanding the notice requirement set forth in (S)2.2(a) and the minimum Revolving Credit Loan provisions contained in (S)2.1 and (S)2.2(a), each of the Banks agrees to make Revolving Credit Loans to the Borrowers sufficient to pay to the Banks any Unpaid Reimbursement Obligations on the date on which such Reimbursement Obligations become Unpaid Reimbursement Obligations. The Borrowers hereby request and authorize the Banks to make from time to time such Revolving Credit Loans by means of paying Unpaid Reimbursement Obligations. The Borrowers acknowledge and agree that the making of such Revolving Credit Loans shall, in each case, be subject in all respects to the provisions of this Agreement, including, without limitation, the limitations set forth in (S)2.1(a) and the requirements of the applicable conditions in (S)8. All actions taken by the Agent and the Banks pursuant to the provisions of this (S)2.2(c) shall be conclusive and binding on the Borrowers.

(d) The joint and several obligations of the Borrowers to repay to the Banks the principal of the Revolving Credit Loans and interest accrued thereon shall be evidenced by separate joint and several promissory notes (each a "Revolving Credit Note") dated as of the Closing Date and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Revolving Credit Loan Commitment or, if less, the outstanding amount of all Revolving Credit Loans made by such Bank, plus interest accrued thereon, as set forth in (S)2.4 below.

Commitment by a minimum principal amount of $100,000 or an integral multiple thereof, upon written notice to the Agent given by 10:00 a.m. Boston time at least two (2) Business Days prior to the date of such reduction or termination. The Borrowers shall not be entitled to reinstate the Revolving Credit Loan Commitment following such reduction or termination.

Agent shall be entitled to recover such amount from the Borrowers on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown Date.

       QUARTER ENDING:                  AMOUNT OF EACH PAYMENT
       --------------                   ----------------------

January 31, 1999 - October 31, 1999           $  387,500
January 31, 2000 - October 31, 2000           $  775,000
January 31, 2001 - October 31, 2001           $1,162,500
January 31, 2002 - October 31, 2002           $1,550,000

Term Loan Maturity Date Remaining unpaid balance of Term Loan

(b) Each Letter of Credit Application shall be completed to the satisfaction of the Agent. In the event that any provision of any Letter of Credit Application shall be inconsistent with any provision of this Agreement, then the provisions of this Agreement shall, to the extent of any such inconsistency, govern;

(c) Each Letter of Credit issued, extended or renewed hereunder shall, among other things, (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof

and when accompanied by the documents described therein and (ii) shall have an expiry date no later than the date which is fourteen (14) days (or, if the Letter of Credit is confirmed by a confirmer or otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Revolving Credit Loan Maturity Date. The Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs;

(d) Each Bank severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Bank's Commitment Percentage, to reimburse the Agent on demand for the amount of each draft paid by the Agent under each Letter of Credit to the extent that such amount is not reimbursed by the Borrowers pursuant to (S)4.2 (such agreement for a Bank being called herein the "Letter of Credit Participation" of such Bank); and

(e) Each such payment made by a Bank shall be treated as the purchase by such Bank of a participating interest in the Borrowers' Reimbursement Obligation under (S)4.2 in an amount equal to such payment. Each Bank shall share in accordance with its participating interest in any interest which accrues pursuant to (S)4.2.

(a) except as otherwise expressly provided in (S)4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto,
(i) the amount paid by the Agent under or with respect to the Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit;

(b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations; and

(c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with (S)10 an amount equal to the Maximum Drawing Amount on all Letters of Credit, which amount shall be held by

the Agent for the benefit of the Agent and the Banks as cash collateral for all Reimbursement Obligations.

Unless funded by a Revolving Credit Loan pursuant to (S)2.2(c)(i), each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this (S)4.2 and not required to be funded by a Revolving Credit Loan pursuant to (S)2.2(c)(i) at any time from the date such amounts become due and payable (whether as stated in this (S)4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Bank on demand at the rate specified in (S)2.2 following an Event of Default.

be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrowers, the beneficiary of any Letter of Credit or any financing institution or other party to which such Letter of Credit may be transferred or any claims or defenses whatsoever of either the Parent or the Borrowers against the beneficiary of any Letter of Credit or any such transferee. The Agent and the Banks shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. Each of the Parent and the Borrowers agrees that any action taken or omitted by the Agent or any Bank under or in connection with any Letter of Credit and the related drafts and documents, if done in good faith, shall be binding upon the Borrowers and the Parent and shall not result in any liability on the part of the Agent or any Bank to the Borrowers or the Parent.

Rate Loan or any Note, or shall change the basis of taxation of payments to such Bank of the principal of or interest on, LIBOR Rate Loans or in respect of any other amount due under this Agreement in respect of LIBOR Rate Loans (other than with respect to taxes based upon such Bank's net income); or (iii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to the LIBOR Rate Loan any such requirement included in the applicable Eurocurrency Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank or the Agent, or shall impose on any Bank, the Agent or the London interbank market any other condition affecting LIBOR Rate Loans or the Notes, and the result of any of the foregoing is to increase the cost to any Bank of making or maintaining any LIBOR Rate Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under any Note with respect to any Loan or the Letter of Credit, by an amount reasonably deemed by such Bank or the Agent to be material, then such Bank or the Agent may notify the Borrowers thereof. Each of the Borrowers jointly and severally agrees to pay to the Agent for the account of such Bank or the Agent, as the case may be, (A) the amount of the Borrowers' allocable share of the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Bank of a statement in the amount and setting forth such Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error and (B) such additional amount or amounts as will compensate such Bank for such other increased costs or reduction. Each Bank agrees to allocate shares of such reduction among the Borrowers and such Bank's other customers similarly situated on a fair and non-discriminatory basis.

Each of the Borrowers and the Guarantors represents and warrants to the Banks and the Agent on the date hereof, on the date of any Loan Request, on the date of the request for a Letter of Credit, on each Drawdown Date and on the date on which the Letter of Credit is issued, extended or renewed that:

(a) each of the Borrowers and each of their Subsidiaries is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and is duly qualified and in good standing in every other jurisdiction where it is doing business, and the execution, delivery and performance by the Borrowers and the Guarantors of the Loan Documents to which it is a party (i) are within its corporate authority,
(ii) have been duly authorized, (iii) do not conflict with or contravene its Charter Documents;

(b) upon execution and delivery thereof, each Loan Document shall constitute the legal, valid and binding obligation of the Borrowers and their Subsidiaries party thereto, enforceable in accordance with its terms;

(c) each of the Borrowers and their Subsidiaries has good and marketable title to all its material properties, subject only to Liens permitted hereunder, and possesses all assets, including intellectual properties, franchises and Consents, adequate for the conduct of its business as now conducted, without known conflict with any rights of others. Each of the Borrowers and their Subsidiaries maintains insurance with financially responsible insurers, copies of the policies for which have been previously delivered to the Agent, covering such risks and in such amounts and with such deductibles as are customary in the each of the Borrowers' and their Subsidiaries' business and are adequate;

(d) SalesLink has provided to the Agent its audited Financials as at July 31, 1997, and for the fiscal period then ended, and such Financials are complete and correct and fairly present the position of SalesLink and its Subsidiaries on a consolidated basis as at such date and for such period in accordance with GAAP consistently applied. InSolutions has provided to the Agent the audited Financials of InSolutions Incorporated, and such Financials are complete and correct and fairly present the position of InSolutions and its Subsidiaries on a consolidated basis as at such date and for such period in accordance with GAAP consistently applied. Each of the Borrowers has also provided to the Agent its projections of the consolidated and combined operations of the Borrowers and their Subsidiaries for the period from 1998 through 2003, and such forecast has been prepared in good faith based upon reasonable assumptions;

(e) since July 31, 1997, there has been no materially adverse change of any kind in SalesLink or any of its other Subsidiaries which would have a Materially Adverse Effect, and since March 31, 1998 there has been no materially adverse change of any kind in the business or assets to be acquired in the Acquisition which would have, either individually or in the aggregate, a Materially Adverse Effect;

(f) there are no legal or other proceedings or investigations pending or threatened against the Borrowers or any of their Subsidiaries before any court, tribunal or regulatory authority which would, if adversely determined, alone or together, have a Materially Adverse Effect;

(g) the execution, delivery, performance of its obligations, and exercise of its rights under the Loan Documents by each of the Guarantors and the Borrowers, including borrowing under this Agreement and the obtaining of Letters of Credit (i) do not require any Consents; and (ii) are not and will not be in conflict with or prohibited or prevented by (A) any Requirement of Law, or (B) any Charter Document, corporate minute or resolution, instrument, agreement or provision thereof, in each case binding on it or affecting its property;

(h) neither of the Guarantors nor either Borrower is in violation of
(i) any Charter Document, corporate minute or resolution, (ii) any instrument or agreement, in each case binding on it or affecting its property, or (iii) any Requirement of Law, in a manner which could have a Materially Adverse Effect, including, without limitation, all applicable federal and state tax laws, ERISA and Environmental Laws;

(i) each Borrower is a wholly-owned Subsidiary of the Parent, SalesLink has no Subsidiaries other than Pacific Direct, InSolutions has no Subsidiaries and neither of the Guarantors nor the Borrowers are a party to any partnership or joint venture;

(j) the Acquisition Documents have not been amended in any material respect. Each of the representations and warranties made by the Borrowers in any of the Loan Documents or by the Parent and InSolutions Incorporated in any of the Acquisition Documents was true and correct in all material respects when made and continues to be true and correct in all material respects on the Closing Date, except to the extent that any of such representations and warranties relate, by the express terms thereof, solely to a date falling prior to the Closing Date, and except to the extent that any of such representations and warranties may have been affected by the consummation of the transactions contemplated and permitted or required by the Loan Documents or the Acquisition;

(k) no representation or warranty made by either of the Guarantors or the Borrowers in this Agreement or in any agreement, instrument, document, certificate, statement or letter furnished to the Agent or any Bank by or on behalf of such Guarantor and such Borrower in connection with any of the transactions contemplated by any of the Loan Documents and the Acquisition Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which they are made;

(l) to the best of the Borrowers' knowledge, each of the representations and warranties of the Sellers and InSolutions Incorporated contained in the Meger Agreement are true and correct in all material respects as of the Closing Date and the Acquisition Closing Date;

(m) the proceeds of (i) the Term Loan shall be used to refinance existing Indebtedness of SalesLink and InSolutions and to make a loan to the Parent to finance a portion of the purchase price of the Acquisition; and (ii) the Revolving Credit Loans shall be used for working capital and general corporate purposes of the Borrowers and their Subsidiaries. The Borrowers will obtain other Letters of Credit solely for working capital and general corporate purpposes. No portion of any Loan is to be used,

and no portion of the Letter of Credit is to be obtained, for the purpose of purchasing or carrying any "margin security" or "margin stock" as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224; and

(n) all filings, assignments, pledges and deposits of documents or instruments have been made and all other actions have been taken that are necessary or advisable, under applicable law, to establish and perfect the Agent's security interest in the Collateral. The Collateral and the Agent's rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Borrowers and the Guarantors (with respect to the Collateral under the Guarantor's Security Agreement) is the owner of the Collateral free from any lien, security interest, encumbrance and any other claim or demand, except Liens permitted under (S)9.2(b) (the "Permitted Liens").

In addition to the making of the foregoing representations and warranties and the delivery of the Loan Documents, the Acquisition Documents and such other documents and the taking of such actions as the Agent and each Bank may require at or prior to the time of executing this Agreement, the obligation of any Bank to make any Loan or of the Agent to issue, renew or extend any Letter of Credit to the Borrowers, is subject to the satisfaction of the following further conditions precedent:

(a) each of the representations and warranties of each of the Guarantors and the Borrowers to the Agent and the Banks herein, in any of the other Loan Documents or any documents, certificate or other paper or notice in connection herewith shall be true and correct in all material respects as of the time made or claimed to have been made;

(b) no Default or Event of Default shall have occurred and be continuing;

(c) all proceedings in connection with the transactions contemplated hereby shall be in form and substance satisfactory to the Agent and the Banks, and the Agent and the Banks shall have received all information and documents as it may have reasonably requested;

(d) no change shall have occurred in any law or regulation or in the interpretation thereof that in the reasonable opinion of the Agent or any Bank would make it unlawful for such Bank to make such Loan or for the Agent to issue, extend or renew any Letter of Credit;

(e) each of the Guarantors and the Borrowers shall have delivered to the Agent and the Banks (i) certified copies of its Charter Documents; (ii) evidence that all corporate action necessary for the valid execution,

delivery and performance by each of the Guarantors and the Borrowers of the Loan Documents to which it is a party has been duly and effectively taken;
(iii) an incumbency certificate signed by a duly authorized officer of each of the Guarantors and the Borrowers, and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of each of the Guarantors and the Borrowers, each of the Loan Documents to which each is a party and to give notices and to take action on each of the Guarantor's and the Borrowers' behalf under the Loan Documents; (iv) a solvency certificate of each of the Guarantors and the Borrowers in form and substance satisfactory to the Agent; and (v) a favorable legal opinion addressed to the Agent and the Banks in form and substance satisfactory to the Agent and the Banks from counsel to each of the Guarantors and the Borrowers;

(f) the Borrowers shall have paid to the Agent the closing fee and the agent's fee as set forth in (S)6 hereof;

(g) the Agent and the Banks shall have received an opinion of counsel to the Borrowers and the Guarantors satisfactory to the Agent and the Banks;

(h) the Borrowers shall have caused the Agent to receive evidence that all of the closing conditions in the Merger Agreement have been satisfied without recourse to any provision permitting the waiver by any party thereto of any condition, obligation, covenant or other requirement and that the Acquisition shall have been completed pursuant to Merger Agreement and otherwise on terms and conditions that are satisfactory to the Agent in all respects. In addition the purchase price of the capital stock acquired pursuant to the Acquisition and all expenditures and transaction costs associated therewith shall not exceed $15,000,000 in the aggregate, and the Acquisition shall have been completed on terms and conditions that are satisfactory to the Agent in all respects;

(i) the Agent shall have received evidence satisfactory to the Agent that the Indebtedness under the Original Credit Agreement has been refinanced hereunder, the promissory note issued to Michael Tuite has been repaid in full, and the Letter of Credit issued in favor of Michael Tuite has been cancelled and returned to the Agent (or, in the alternative, appropriate arrangements satisfactory to the Agent have been made for its return and cancellation); and

(j) the Agent and the Banks shall be satisfied that all information provided to the Agent and the Banks prior to the Closing Date accurately sets forth the cash flow for such period attributable to the assets and business to be acquired in the Acquisition and the Agent and the Banks shall be satisfied with the results of its due diligence.

(a) furnish the Agent and the Banks: (i) as soon as available but in any event within ninety (90) days after the close of each fiscal year, each of the Borrowers' audited consolidated and consolidating Financials for such year, certified by its accountants, as well as the Borrowers' combined Financials for such year, certified by its accountants; (ii) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter, the Borrowers' unaudited combined and combining Financials for such quarter, certified by their respective chief financial officers; (iii) as soon as available but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrowers, unaudited monthly combined Financials for such month, certified by their respective chief financial officers; (iv) together with the quarterly and annual audited Financials, a certificate of the Borrowers (the "Compliance Certificate") setting forth computations demonstrating compliance with the Borrowers' financial covenants set forth herein, and certifying that no Default or Event of Default has occurred, or if it has, the actions taken by the Borrowers with respect thereto; (v) within twenty (20) days after the end of each calendar month or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent; (vi) within twenty (20) days after the end of each calendar month, an Accounts Receivable aging report; (vii) contemporaneously with the delivery thereof, copies of all accountants' management letters delivered to the Borrowers or any of their Subsidiaries; and (viii) from time to time such other financial data and information as the Agent or any Bank may request;

(b) keep true and accurate books of account in accordance with GAAP, maintain its current fiscal year and permit the Agent or any Bank or its designated representatives to inspect the Guarantors' and the Borrowers' premises during normal business hours, to examine and be advised as to such or other business records upon the request of the Agent or any Bank, and to permit the Agent's or any Bank's commercial finance examiners to conduct periodic commercial finance examinations which prior to an Event of Default shall be no more often than one (1) per year;

(c) (i) maintain its corporate existence, business and assets, (ii) keep its business and assets adequately insured, (iii) maintain

SalesLink's chief executive office in Boston, Massachusetts or at such other place in the United States of America as SalesLink shall designate upon written notice to the Agent and maintain InSolution's chief executive office in Santa Clara, California or at such other place in the United States of America as InSolutions shall designate upon written notice to the Agent, (iv) continue to engage in substantially similar lines of business, and (v) comply with all Requirements of Law, including ERISA and Environmental Laws;

(d) notify the Agent and the Banks promptly in writing of (i) the occurrence of any Default or Event of Default, (ii) any noncompliance with ERISA or any Environmental Law or proceeding in respect thereof which could have a Materially Adverse Effect, (iii) any change of address, (iv) any threatened or pending litigation or similar proceeding affecting the Guarantors or the Borrowers or their other Subsidiaries or any material change in any such litigation or proceeding previously reported and (v) claims against any assets or properties of the Guarantors, the Borrower or any such Subsidiaries encumbered in favor of the Agent or any Bank;

(e) use the proceeds of the Loans and Letters of Credit solely for the purposes set forth in (S)7(m), and not for the carrying of "margin security" or "margin stock" within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224;

(f) cooperate with the Agent and the Banks, take such action, execute such documents, and provide such information as the Agent and the Banks may from time to time reasonably request in order further to effect the transactions contemplated by and the purposes of the Loan Documents;

(g) by not later than ninety (90) days of the Closing Date, purchase an interest rate cap or swap or effect other interest rate protection arrangements for a minimum period of five (5) years applicable to not less than fifty percent (50%) of the Term Loan, on terms and conditions satisfactory to the Agent; and

(h) simultaneously with the formation or acquisition of any new Subsidiary, cause such Subsidiary to execute and deliver to the Agent a Guaranty, Security Agreement and such other documents, instruments or agreements which the Agent may reasonably request in order to perfect its security interest in all assets of such Subsidiary.

(c) make any investments other than investments in (i) marketable obligations of the United States maturing within one (1) year, (ii) certificates of deposit, bankers' acceptances and time and demand deposits of United States banks having total assets in excess of $1,000,000,000,
(iii) Subsidiaries which are parties to the Loan Documents, (iv) Twin Solutions LLC for the construction of the CD-ROM processing facility provided the aggregate amount of such investment does not exceed $2,500,000; (v) the loan in the principal amount not to exceed $4,249,845 in the aggregate to the Parent or (vi) such other investments as the Agent and the Majority Banks may from time to time approve in writing;

(d) make any Restricted Payment, provided, however, any Subsidiary shall be permitted to make a Distribution to any Borrower;

(f) make any change in or amendment to either of the Borrowers' or the Guarantors' Charter Documents unless such change or amendment that would not have any adverse effect on the Agent's or any Bank's interest under the Loan Documents or the Guarantors' or Borrowers' obligations under the Loan Documents.

(b) permit the Leverage Ratio for any fiscal quarter ending during any period described in the table below to be greater than the ratio set forth opposite such period in such table:

                    PERIOD                          RATIO
                    ------                          -----
July 31, 1998                                     2.50:1.00
October 31, 1998                                  2.40:1.00
January 31, 1999                                  2.25:1.00
April 30, 1999 and thereafter                     2.00:1.00

(c) permit the ratio of the Borrowers' Combined Operating Cash Flow to Combined Total Debt Service for any Reference Period to be less than 1.25:1.00.

(d) permit the ratio of the Borrowers' Combined Current Assets to Combined Current Liabilities at any time to be less than 1.25:1.00; or

(e) permit the Borrower's Combined Net Income for any fiscal quarter to be less than $1.00.

If any of the following events ("Events of Default") shall occur:

(a) the Borrowers shall fail to pay when due and payable any principal of the Loans when the same becomes due;

(b) the Borrowers shall fail to pay interest on the Loans, or the Borrowers shall fail to pay any Reimbursement Obligations not funded by a Revolving Credit Loan pursuant to (S)2.2(c), or any other sum due under any of the Loan Documents within two (2) Business Days after the date on which the same shall have first become due and payable;

(c) either of the Guarantors or the Borrowers shall fail to perform any term, covenant or agreement contained in (S)(S)9.1(a), 9.1(d) through
(g), 9.2 and 9.3;

(d) the Borrowers or any of their Subsidiaries shall fail to perform any other term, covenant or agreement contained in the Loan Documents within fifteen (15) days after the Agent has given written notice of such failure to the Borrowers;

(e) any representation or warranty of the Borrowers or any of their other Subsidiaries in the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made;

(f) the Borrowers or any of their Subsidiaries shall be in default (after any applicable period of grace or cure period) under any agreement or agreements evidencing Indebtedness owing to any Bank or any affiliates of any Bank, to the Seller, or to any other Person in excess of $500,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, or within any applicable period of grace;

(g) any of the Loan Documents shall cease to be in full force and effect or if any of the Loan Documents shall be canceled, terminated, revoked or rescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrowers or any of their Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof;

(h) the Parent, the Borrowers or any of their Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within forty-five (45) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law;

(i) the Borrowers or any of their Subsidiaries shall be unable to pay its debts as they mature;

(j) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against the Borrowers or any of their Subsidiaries that, together with other outstanding claims and execution actions against the Borrowers and their Subsidiaries exceeds $500,000 in the aggregate;

(k) the Parent ceases to own legally or beneficially 80% or more of the voting stock of the Borrowers (or, in the event the Parent contributes 100% of the capital stock of InSolutions to SalesLink, 80% or more of the voting stock of SalesLink) or more than 51% of the voting stock of any Subsidiary of the Borrowers, and either of the Borrowers ceases to own legally or beneficially

100% or more of the voting stock of any Guarantor (or, in the event the Parent contributes 100% of the capital stock of InSolution to SalesLink, SalesLink ceases to own 100% of the capital stock of InSolution);

If any one or more of the Events of Default specified in (S)10.1(h) or (S)10.1(i) shall occur, any unused portion of the credit hereunder shall forthwith terminate and each of the Banks shall be relieved of all further obligations to make Loans to the Borrowers and the Agent shall be relieved of all further obligations to issue, extend or renew any Letter of Credit. If any other Event of Default shall have occurred and be continuing, the Agent may and, upon the request of the Majority Banks, shall, by notice to the Borrowers, terminate the unused portion of the credit hereunder, and upon such notice being given such unused portion of the credit hereunder shall terminate immediately and each of the Banks shall be relieved of all further obligations to make Loans and the Agent shall be relieved of all further obligations to issue, extend or renew any Letter of Credit. No termination of the credit hereunder shall relieve the Borrowers, the Guarantors or any other Subsidiaries of the Borrowers of any of the Obligations.

Regardless of the adequacy of any collateral for the Obligations, any deposits or other sums credited by or due from any of the Banks to the Borrowers or the Guarantors may be applied to or set off following an Event of Default against any principal, interest and any other amounts due from the Borrowers or any Guarantor to the Banks at any time without notice to the Borrowers or the Guarantors, or compliance with any other procedure imposed by statute or otherwise, all of which are hereby expressly waived by the Borrowers and the Guarantors. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against the Borrowers at law or in equity or by proof thereof in

(b) The relationship between the Agent and each of the Banks is that of an independent contractor. The use of the term "Agent" is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Agent and each of the Banks. Nothing contained in this Agreement nor the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between the Agent and any of the Banks.

(c) As an independent contractor empowered by the Banks to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Agent is nevertheless a "representative" of the Banks, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Banks and the Agent with respect to all collateral security and guaranties contemplated by the Loan Documents. Such actions include the designation of the Agent as "secured party", "mortgagee" or the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to secure the payment or performance of any of the Obligations, all for the benefit of the Banks and the Agent.

furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee.

(a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Bank makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto,

(b) the assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Guarantors, the Borrowers and their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;

(c) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the most recent financial statements referred to in (S)9.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance;

(d) such assignee will, independently and without reliance upon the assigning Bank, the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;

(e) such assignee represents and warrants that it is an Eligible Assignee;

(f) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;

(g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank;

(h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; and

such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this (S)13.4, the Borrowers shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the Borrowers.

any such assignee Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)10.1 or (S)10.2, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Loans. If any Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a participant, and such participant is either a Guarantor or a Borrower or an Affiliate of either the Guarantors or the Borrowers, then such transferor Bank shall promptly notify the Agent of the sale of such participation. A transferor Bank shall have no right to vote as a Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Agent pursuant to (S)13.1 or (S)13.2 to the extent that such participation is beneficially owned by either the Guarantors or the Borrowers or any Affiliate of either the Guarantors or the Borrowers, and the determination of the Majority Banks shall for all purposes of this Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Loans to the extent of such participation.

Each of the Guarantors and the Borrowers jointly and severally agrees to indemnify and hold harmless the Agent and the Banks and their officers, employees, affiliates, agents, and controlling persons from and against all claims, damages, liabilities and losses of every kind arising out of the Loan Documents, including without limitation, against those in respect of the application of Environmental Laws to the Guarantors, the Borrowers and their

and several obligations of each of the Borrowers without preferences or distinction among them.

Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this (S)15.3.7 shall remain in effect until all the Obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Agent or the Banks upon the insolvency, bankruptcy or reorganization of the Borrowers, or otherwise, the provisions of this (S)15.3.7 will forthwith be reinstated in effect as though such payment had not been made.

16. TRANSITIONAL ARRANGEMENTS.

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Revolving Credit and Term Loan Agreement as a sealed instrument as of the date first above written.

SALESLINK CORPORATION

By:__________________________________
Name:
Title:

Address:

25 Drydock Avenue
Boston, Massachusetts 02210
Tel: (617)
Fax: (617)

INSOLUTIONS INCORPORATED

By:__________________________________
Name:
Title:

Address:

Tel:
Fax:

PACIFIC DIRECT MARKETING CORP.

By:__________________________________
Name:
Title:

Address:

8852 Thornton Avenue
Newark, California
Tel:
Fax:

BANKBOSTON, N.A., individually and as Agent

By:__________________________________
Name:
Title:

Address:

100 Federal Street
High Technology Division
Boston, Massachusetts 02110
Tel:
Fax: (617)434-0819

IMPERIAL BANK

By:__________________________________
Name:
Title:

Address:

Tel:
Fax:

EXHIBIT 10.58

$5,606,383.01 as of June 11, 1998

FOR VALUE RECEIVED, the undersigned SALESLINK CORPORATION, a Delaware corporation ("SalesLink") and INSOLUTIONS INCORPORATED, a Delaware corporation ("InSolutions", and, collectively with SalesLink, the "Borrowers"), hereby jointly and severally promise to pay to the order of IMPERIAL BANK, a national banking association (the "Bank") at the Agent's Head Office (as defined in the Credit Agreement referred to below):

(a) prior to or on the Term Loan Maturity Date the principal amount of FIVE MILLION SIX HUNDRED SIX THOUSAND THREE HUNDRED EIGHTY THREE DOLLARS AND ONE CENT ($5,606,383.01) evidencing the Term Loan made by the Bank to the BorrowerS pursuant to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), by and among the Borrower, the Bank and other parties thereto;

(b) the principal outstanding hereunder from time to time at the times provided in the Credit Agreement; and

(c) interest from the date hereof on the principal amount from time to time outstanding to and including the maturity hereof at the rates and terms and in all cases in accordance with the terms of the Credit Agreement.

This Note constitutes the amendment and restatement in its entirety of the Term Note issued by SalesLink to the Bank in the original principal amount of $1,774,193.55, dated as of March 14, 1997 (the "Original Note") and is issued in substitution therefor and an amendment and replacement thereof. Nothing herein or in any other document shall be construed to constitute payment of the Original Note or to release or terminate any guaranty, lien, mortgage, pledge or other security interest in favor of the Bank.

This Note evidences borrowings under and has been issued by the Borrowers in accordance with the terms of the Credit Agreement. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement, the Security Documents and the other Loan Documents, and may enforce the agreements of the Borrowers contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All

capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

Each Borrower has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement.

If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

No delay or omission on the part of the Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any future occasion.

The Borrowers and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.

THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT

SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED BENEATH THE BORROWERS' SIGNATURE ON THE SIGNATURE PAGE OF THE CREDIT AGREEMENT. EACH BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the undersigned has caused this Note to be signed in its corporate name and its corporate seal to be impressed thereon by its duly authorized officer as of the day and year first above written.

[Corporate Seal]

SALESLINK CORPORATION

By:_________________________________
Title:

INSOLUTIONS INCORPORATED

By:_________________________________
Title:

EXHIBIT 10.59

$9,893,616.99 as of June 11, 1998

FOR VALUE RECEIVED, the undersigned SALESLINK CORPORATION, a Delaware corporation ("SalesLink") and INSOLUTIONS INCORPORATED, a Delaware corporation ("InSolutions", and, collectively with SalesLink, the "Borrowers"), hereby jointly and severally promise to pay to the order of BANKBOSTON, N.A., a national banking association (the "Bank") at the Agent's Head Office (as defined in the Credit Agreement referred to below):

(a) prior to or on the Term Loan Maturity Date the principal amount of NINE MILLION EIGHT HUNDRED NINETY THREE THOUSAND SIX HUNDRED SIXTEEN DOLLARS AND NINETY NINE CENTS ($9,893,616.99) evidencing the Term Loan made by the Bank to the BorrowerS pursuant to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), by and among the Borrower, the Bank and other parties thereto;

(b) the principal outstanding hereunder from time to time at the times provided in the Credit Agreement; and

(c) interest from the date hereof on the principal amount from time to time outstanding to and including the maturity hereof at the rates and terms and in all cases in accordance with the terms of the Credit Agreement.

This Note constitutes the amendment and restatement in its entirety of the Term Note issued by SalesLink to the Bank in the original principal amount of $3,725,806.45, dated as of March 14, 1997 (the "Original Note") and is issued in substitution therefor and an amendment and replacement thereof. Nothing herein or in any other document shall be construed to constitute payment of the Original Note or to release or terminate any guaranty, lien, mortgage, pledge or other security interest in favor of the Bank.

This Note evidences borrowings under and has been issued by the Borrowers in accordance with the terms of the Credit Agreement. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement, the Security Documents and the other Loan Documents, and may enforce the agreements of the Borrowers contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All

capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

Each Borrower has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement.

If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

No delay or omission on the part of the Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any future occasion.

The Borrowers and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.

THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT

SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED BENEATH THE BORROWERS' SIGNATURE ON THE SIGNATURE PAGE OF THE CREDIT AGREEMENT. EACH BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the undersigned has caused this Note to be signed in its corporate name and its corporate seal to be impressed thereon by its duly authorized officer as of the day and year first above written.

[Corporate Seal]

SALESLINK CORPORATION

By:_________________________
Title:

INSOLUTIONS INCORPORATED

By:_________________________
Title:

EXHIBIT 10.60

$3,255,319.17 as of June 11, 1998

FOR VALUE RECEIVED, the undersigned SALESLINK CORPORATION a Delaware corporation ("SalesLink") and INSOLUTIONS INCORPORATED ("InSolutions" and, collectively with SalesLink, the "Borrowers"), hereby jointly and severally promise to pay to the order of IMPERIAL BANK, a national banking association (the "Bank") at the Agent's Head Office (as such term is defined in the Credit Agreement referred to below):

(a) prior to or on the Revolving Credit Loan Maturity Date the principal amount of THREE MILLION TWO HUNDRED FIFTY-FIVE THOUSAND THREE HUNDRED NINETEEN DOLLARS AND SEVENTEEN CENTS ($3,255,319.17) or, if less, the aggregate unpaid principal amount of Revolving Credit Loans advanced by the Bank to the Borrowesr pursuant to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), among the Borrowers, the Bank and other parties thereto;

(b) the principal outstanding hereunder from time to time at the times provided in the Credit Agreement; and

(c) interest on the principal balance hereof from time to time outstanding from the Closing Date under the Credit Agreement through and including the maturity date hereof at the times and at the rate provided in the Credit Agreement.

This Note constitutes the second amendment and restatement in its entirety of the Third Amended and Restated Revolving Credit Note issued by SalesLink to the Bank in the original principal amount of $1,774,193.55, dated as of March 31, 1997 (the "Original Note") and is issued in substitution therefor and an amendment and replacement thereof. Nothing herein or in any other document shall be construed to constitute payment of the Original Note or to release or terminate any guaranty, lien, mortgage, pledge or other security interest in favor of the Bank.

This Note evidences borrowings under and has been issued by the Borrowers on a joint and several basis and in accordance with the terms of the Credit Agreement. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement, the Security Documents and the other Loan Documents, and may enforce the agreements of the Borrowers contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective

terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

Each Borrower has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement.

If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

No delay or omission on the part of the Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion.

The Borrowers and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.

THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF

THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED BENEATH THE BORROWERS' SIGNATURE ON THE SIGNATURE PAGE OF THE CREDIT AGREEMENT. EACH BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the undersigned has caused this Revolving Credit Note to be signed in its corporate name and its corporate seal to be impressed thereon by its duly authorized officer as of the day and year first above written.

[Corporate Seal]

SALESLINK CORPORATION

By:____________________________
Title:

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EXHIBIT 10.61

$5,744,680.83 as of June 11, 1998

FOR VALUE RECEIVED, the undersigned SALESLINK CORPORATION a Delaware corporation ("SalesLink") and INSOLUTIONS INCORPORATED ("InSolutions" and, collectively with SalesLink, the "Borrowers"), hereby jointly and severally promise to pay to the order of BANKBOSTON, N.A. a national banking association (the "Bank") at the Agent's Head Office (as such term is defined in the Credit Agreement referred to below):

(a) prior to or on the Revolving Credit Loan Maturity Date the principal amount of FIVE MILLION SEVEN HUNDRED FORTY-FOUR THOUSAND SIX HUNDRED EIGHTY DOLLARS AND EIGHTY-THREE CENTS ($5,744,680.83) or, if less, the aggregate unpaid principal amount of Revolving Credit Loans advanced by the Bank to the Borrowesr pursuant to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), among the Borrowers, the Bank and other parties thereto;

(b) the principal outstanding hereunder from time to time at the times provided in the Credit Agreement; and

(c) interest on the principal balance hereof from time to time outstanding from the Closing Date under the Credit Agreement through and including the maturity date hereof at the times and at the rate provided in the Credit Agreement.

This Note constitutes the second amendment and restatement in its entirety of the Third Amended and Restated Revolving Credit Note issued by SalesLink to the Bank in the original principal amount of $1,774,193.55, dated as of March 31, 1997 (the "Original Note") and is issued in substitution therefor and an amendment and replacement thereof. Nothing herein or in any other document shall be construed to constitute payment of the Original Note or to release or terminate any guaranty, lien, mortgage, pledge or other security interest in favor of the Bank.

This Note evidences borrowings under and has been issued by the Borrowers on a joint and several basis and in accordance with the terms of the Credit Agreement. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement, the Security Documents and the other Loan Documents, and may enforce the agreements of the Borrowers contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective

terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

Each Borrower has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement.

If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

No delay or omission on the part of the Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion.

The Borrowers and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.

THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF

THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED BENEATH THE BORROWERS' SIGNATURE ON THE SIGNATURE PAGE OF THE CREDIT AGREEMENT. EACH BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the undersigned has caused this Revolving Credit Note to be signed in its corporate name and its corporate seal to be impressed thereon by its duly authorized officer as of the day and year first above written.

[Corporate Seal]

SALESLINK CORPORATION

By: __________________________________
Title:

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Date       of Loan       or Prepaid           Unpaid             Made By:
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EXHIBIT 10.62

This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT is made as of June 11, 1998, by and between SalesLink Corporation, a Delaware corporation (the "Company"), and BankBoston, N.A. (f/k/a The First National Bank of Boston), a national banking association, as agent (hereinafter, in such capacity, the "Agent") for itself and the other banking institutions (hereinafter, collectively, the "Banks") which are or may become parties to an Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), among the Company, InSolutions Incorporated ("InSolutions" and, collectively with the Company, the "Borrowers"), Pacific Direct Marketing Corp., the Banks and the Agent.

WHEREAS, SalesLink as well as certain other parties entered into a Revolving Credit and Term Loan Agrement dated as of October 24, 1996 (such agreement as heretofore amended and in effect from time to time, the "Original Loan Agreement"); and

WHEREAS, in connection with the Original Loan Agreement, SalesLink entered into a Stock Pledge Agreement dated as of July 17, 1997 (such agreement as heretofore amended and in effect form time to time, the "Original Stock Pledge Agreement") in favor of BankBoston, N.A. as agent for the lending institutions party to the Original Loan Agreement; and

WHEREAS, each of the Borrower is expected to receive substantial direct and indirect benefits from the extensions of credit by the Banks to the Borrowers pursuant to the Credit Agreement; and

WHEREAS, the Original Loan Agreement will be superseded by the Credit Agreement on the Closing Date (as defined in the Credit Agreement); and

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the Company execute and deliver to the Agent, for the benefit of the Banks and the Agent, a stock pledge agreement in substantially the form hereof; and

WHEREAS, the Company desires to amend and restate all of its rights and obligations under the Original Stock Pledge Agreement and grant security interests in favor of and as provided herein;

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

cumulative, not exclusive, and enforceable alternatively, successively or concurrently, at such time or times as the Agent deems expedient:

(a) if the Agent so elects and gives notice of such election to the Company, the Agent may vote any or all shares of the Stock (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, if the Agent so elects, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Stock and otherwise act with respect thereto as though it were the outright owner thereof (the Company hereby irrevocably constituting and appointing the Agent the proxy and attorney-in-fact of the Company, with full power of substitution, to do so);

(b) the Agent may demand, sue for, collect or make any compromise or settlement the Agent deems suitable in respect of any Stock Collateral;

(c) the Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Stock Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as the Agent thinks expedient, all without demand for performance by the Company or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law;

(d) the Agent may cause all or any part of the Stock held by it to be transferred into its name or the name of its nominee or nominees; and

(e) the Agent may set off against the Obligations any and all sums deposited with it or held by it, including without limitation, any sums standing to the credit of the Cash Collateral Account and any Time Deposits issued by the Agent.

designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of
Section 11(a) of the Securities Act.

performance for any of the Obligations; whether or not the Company shall have notice or knowledge of any of the foregoing.

not been included herein. The Company acknowledges receipt of a copy of this Agreement.

IN WITNESS WHEREOF, intending to be legally bound, the Company and the Agent have caused this Agreement to be executed as of the date first above written.

SALESLINK CORPORATION

By: _______________________________
Title:

BANKBOSTON, N.A. (f/k/a The First
National Bank of Boston), as Agent

By: _______________________________
Title:

The undersigned Subsidiaries hereby join in the above Agreement for the sole purpose of consenting to and being bound by the provisions of (S)(S)4.1, 6 and 7 thereof, the undersigned hereby agreeing to cooperate fully and in good faith with the Agent and the Company in carrying out such provisions.

PACIFIC DIRECT MARKETING CORP.

By: _______________________________
Title:

                                          Number of     Number of     Number of       Par or
                Record       Class of     Authorized      Issued     Outstanding   Liquidation
Issuer          Owner         Shares        Shares        Shares        Shares        Value
-----------  ------------  ------------  ------------  ------------  ------------  ------------
Pacific       SalesLink
 Direct      Corporation
 Marketing
 Corp.

EXHIBIT 10.63

AMENDED AND RESTATED GUARANTY, dated as of June 11, 1998, by PACIFIC DIRECT MARKETING CORP., a California corporation, (the "Guarantor") in favor of (a) BANKBOSTON, N.A., a national banking association, as agent (hereinafter, in such capacity, the "Agent") for itself and the other lending institutions (hereinafter, collectively, the "Banks") which are or may become parties to an Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement") among SalesLink Corporation, a Delaware corporation ("SalesLink"), InSolutions Incorporated, a Delaware corporation ("InSolutions" and, collectively with SalesLink, the "Borrowers"), the Guarantor, the Banks and the Agent and (b) each of the Banks.

WHEREAS, SalesLink as well as certain other parties entered into a Revolving Credit and Term Loan Agreement dated as of October 24, 1996 (such agreement as heretofore amended and in effect from time to time, the "Original Loan Agreement"); and

WHEREAS, in connection with the Original Loan Agreement, the Guarantor entered into a Guaranty dated as of October 24, 1996 (such agreement as heretofore amended and in effect form time to time, the "Original Guaranty") in favor of BankBoston, N.A. as agent for the lending institutions party to the Original Loan Agreement and the Banks party thereto; and

WHEREAS, the Borrowers and the Guarantor have entered into the Credit Agreement with the Agent and the Banks pursuant to which the Banks and the Agent, subject to the terms and conditions contained therein, is to make loans or otherwise to extend to the Borrowers;

WHEREAS, the Borrowers and the Guarantor are members of a group of related corporations, the success of either one of which is dependent in part on the success of the other members of such group;

WHEREAS, the Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrowers by the Agent and the Banks pursuant to the Credit Agreement (which benefits are hereby acknowledged);

WHEREAS, the Original Loan Agreement will be superseded by the Credit Agreement on the Closing Date (as defined in the Credit Agreement); and

WHEREAS, it is a condition precedent to the Bank's making any loans or otherwise extending credit to the Borrowers under the Credit Agreement that

the Guarantor execute and deliver to the Agent and the Banks a guaranty substantially in the form hereof; and

WHEREAS, the Company desires to amend and restate all of its rights and obligations under the Original Guaranty;

NOW, THEREFORE, the Guarantor hereby agrees with the Agent and the Banks as follows:

the Agent or any Bank with respect thereto. The Guarantor waives promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of either the Borrower or the Parent or any other entity or other person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Agent or any Bank to assert any claim or demand or to enforce any right or remedy against the Borrower, the Parent or any other entity or other person primarily or secondarily liable with respect to any of the Obligations; (b) any extensions, compromise, refinancing, consolidation or renewals of any Obligation; (c) any change in the time, place or manner of payment of any of the Obligations or any rescissions, waivers, compromise, refinancing, consolidation, amendments or modifications of any of the terms or provisions of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (d) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Obligation, (e) the adequacy of any rights which the Bank may have against any collateral security or other means of obtaining repayment of any of the Obligations; (f) the impairment of any collateral securing any of the Obligations, including without limitation the failure to perfect or preserve any rights which the Agent or any Bank might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (g) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of (i) any "one action" or "anti-deficiency" law which would otherwise prevent the Agent or any Bank from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against the Guarantor before or after the Agent's or any Bank's commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or (ii) any other law which in any other way would otherwise require any election of remedies by the Agent or any Bank.

if the Guarantor at all times had been the principal obligor on all such Obligations. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Company, or for any other reason, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, the Notes, the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any Obligation shall be immediately due and payable by the Guarantor.

the Agent or any Bank or any affiliate of the Agent or any Bank under any separate subordination agreement which the Agent or such Bank or such affiliate may at any time and from time to time enter into with the Guarantor.

Obligations incurred or accrued pursuant to any contract or commitment in existence prior to such receipt, and all checks, drafts, notes, instruments (negotiable or otherwise) and writings made by or for the account of the Borrower or the Parent and drawn on the Agent or any Bank or any of its agents purporting to be dated on or before the date of receipt of such notice, although presented to and paid or accepted by the Agent or any Bank after that date, shall form part of the Obligations. This Guaranty shall continue to be effective or be reinstated, notwithstanding any such notice, if at any time any payment made or value received with respect to any Obligation is rescinded or must otherwise be returned by the Agent or any Bank upon the insolvency, bankruptcy or reorganization of the Borrower, the Parent, or otherwise, all as though such payment had not been made or value received.

brought in the courts of the Commonwealth of Massachusetts or any federal court sitting therein and consents to the nonexclusive jurisdiction of such court and to service of process in any such suit being made upon the Guarantor by mail at the address specified by reference in (S)12. The Guarantor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

PACIFIC DIRECT MARKETING CORP.

By: _________________________________
Title:

Address:

Telex: ______________________________

EXHIBIT 10.64

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 11, 1998, among SalesLink Corporation, a Delaware corporation ("SalesLink"), InSolutions Incorporated, a Delaware corporation ("InSolutions" and, collectively with SalesLink, the "Companies" and each individually, a "Company") and BankBoston, N.A. (f/k/a The First National Bank of Boston), a national banking association, as agent (hereinafter, in such capacity, the "Agent") for itself and other banking institutions (hereinafter, collectively, the "Banks") which are or may become parties to an Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), among the Companies, Pacific Direct Marketing Corp., the Banks and the Agent.

WHEREAS, SalesLink as well as certain other parties entered into a Revolving Credit and Term Loan Agreement dated as of October 24, 1996 (such agreement as heretofore amended and in effect from time to time, the "Original Loan Agreement"); and

WHEREAS, in connection with the Original Loan Agreement, SalesLink entered into a Security Agreement dated as of July 17, 1997 (such agreement as heretofore amended and in effect form time to time, the "Original Security Agreement") in favor of BankBoston, N.A. as agent for the lending institutions party to the Original Loan Agreement; and

WHEREAS, each of the Companies is expected to receive substantial direct and indirect benefits from the extensions of credit by the Banks to the Companies pursuant to the Credit Agreement; and

WHEREAS, the Original Loan Agreement will be superseded by the Credit Agreement on the Closing Date (as defined in the Credit Agreement); and

WHEREAS, pursuant to the transactions contemplated by the Credit Agreement, InSolutions will be a borrower under the terms of the Credit Agreement; and

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the Companies execute and deliver to the Agent, for the benefit of the Banks and the Agent, a security agreement in substantially the form hereof; and

WHEREAS, certain of the parties hereto desire to amend and restate all of their rights and obligations under the Security Agreement and grant security interests in favor of and as provided herein;

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

All personal and fixture property of every kind and nature including without limitation all furniture, fixtures, equipment, raw materials, inventory, other goods, accounts, contract rights, rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments, securities and other investment property, deposit accounts and all general intangibles including, without limitation, all tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to sue and recover for past infringement of patents, trademarks and copyrights, computer programs, computer software, engineering drawings, service marks, customer lists, goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which each such Company possesses, uses or has authority to possess or use property (whether tangible or intangible) of others or others possess, use or have authority to possess or use property (whether tangible or intangible) of such Company, and all recorded data of any kind or nature, regardless of the medium of recording including, without limitation, all software, writings, plans, specifications and schematics.

(a) Pursuant to the terms hereof, each Company has endorsed, assigned and delivered to the Agent all negotiable or non-negotiable instruments (including certificated securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that such Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments (including certificated securities) or chattel paper to be pledged by it hereunder, such Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify.

(b) To the extent that any securities now or hereafter acquired by either of the Companies are uncertificated and are issued to such Company or its nominee directly by the issuer thereof, such Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Company are held by such Company or its nominee through a securities intermediary, such Company shall (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Company or such nominee. The Agent agrees with each Company that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)13.

such insurance shall be payable to the Agent as loss payee under a "standard" or "New York" loss payee clause for the benefit of the Banks and the Agent. Without limiting the foregoing, each Company will (a) keep all of its physical property insured with casualty or physical hazard insurance on an "all risks" basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an "agreed amount" clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers' compensation or similar insurance as may be required by law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of such Company; business interruption insurance; and product liability insurance.

or incurred in connection with this Agreement. Each Company has at all times operated, and each Company will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.

credited by or due from the Agent or any Bank to any Company may at any time be applied to or set off against any of the Obligations.

Each Company, at its own expense, shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Agent may require more completely to vest in and assure to the Agent and the Banks their respective rights hereunder or in any of the Collateral, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and continuation statements under the Uniform Commercial Code, (ii) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other applicable party referred to in (S)2.3, (iii) obtaining waivers from mortgagees and landlords and (iv) taking all actions required by Sections 8-313 and 8-321 of the Uniform Commercial Code (1990) or Sections 8-106 and 9-115 of the Uniform Commercial Code (1994), as applicable in each relevant jurisdiction, with respect to certificated and uncertificated securities.

limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Company, without notice to or assent by such Company, to do the following:

(a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do at such Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Collateral and the Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as such Company might do, including, without limitation,
(i) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to such Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

(b) to file such financing statements with respect hereto, with or without such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in such Company's name such financing statements and amendments thereto and continuation statements which may require such Company's signature.

evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Agent deems expedient.

suit being made upon such Company by mail at the address specified in the signature page of the Credit Agreement. Each Company hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

IN WITNESS WHEREOF, intending to be legally bound, each Company has caused this Agreement to be duly executed as of the date first above written.

SALESLINK CORPORATION

By:_________________________
Title:

INSOLUTIONS CORPORATION

By:_________________________
Title:

Accepted:

BANKBOSTON, N.A.
(f/k/a The First National
Bank of Boston),
as Agent

By:_________________________
Title:

CERTIFICATE OF ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS __________)

) ss.

COUNTY OF ______________________________)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this _______ day of June, 1998, personally appeared ________________________ to me known personally, and who, being by me duly sworn, deposes and says that he is the ______________________ of SalesLink Corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said ____________________________ acknowledged said instrument to be the free act and deed of said corporation.

CERTIFICATE OF ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS __________)

) ss.

COUNTY OF ______________________________)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this _______ day of June, 1998, personally appeared ________________________ to me known personally, and who, being by me duly sworn, deposes and says that he is the ______________________ of InSolutions Incorporated, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said ____________________________ acknowledged said instrument to be the free act and deed of said corporation.

EXHIBIT 10.65

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 11, 1998, between Pacific Direct Marketing Corp., a California corporation (the "Company"), and BankBoston, N.A. (f/k/a The First National Bank of Boston), a national banking association, as agent (hereinafter, in such capacity, the "Agent") for itself and other banking institutions (hereinafter, collectively, the "Banks") which are or may become parties to an Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), among the Company, SalesLink Corporation ("SalesLink"), InSolutions Incorporated ("InSolutions" and collectively with SalesLink, the "Borrowers"), the Banks and the Agent.

WHEREAS, SalesLink as well as certain other parties entered into a Revolving Credit and Term Loan Agreement dated as of October 24, 1996 (such agreement as heretofore amended and in effect from time to time, the "Original Loan Agreement"); and

WHEREAS, in connection with the Original Loan Agreement, the Company entered into a Guaranty dated as of October 24, 1996 and a Security Agreement dated as of July 17, 1997 (such agreement as heretofore amended and in effect form time to time, the "Original Security Agreement") in favor of BankBoston, N.A. as agent for the lending institutions party to the Original Loan Agreement; and

WHEREAS, the Company is expected to receive substantial direct and indirect benefits from the extensions of credit by the Banks to the Borrowers pursuant to the Credit Agreement; and

WHEREAS, the Original Loan Agreement will be superseded by the Credit Agreement on the Closing Date (as defined in the Credit Agreement); and

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the Company execute and deliver to the Agent, for the benefit of the Banks and the Agent, a security agreement in substantially the form hereof; and

WHEREAS, the Company desires to amend and restate all of its rights and obligations under the Security Agreement and grant security interests in favor of and as provided herein;

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

All personal and fixture property of every kind and nature including without limitation all furniture, fixtures, equipment, raw materials, inventory, other goods, accounts, contract rights, rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments, securities and other investment property, deposit accounts and all general intangibles including, without limitation, all tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to sue and recover for past infringement of patents, trademarks and copyrights, computer programs, computer software, engineering drawings, service marks, customer lists, goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which the Company possesses, uses or has authority to possess or use property (whether tangible or intangible) of others or others possess, use or have authority to possess or use property (whether tangible or intangible) of the Company, and all recorded data of any kind or nature, regardless of the medium of recording including, without limitation, all software, writings, plans, specifications and schematics.

(a) Pursuant to the terms hereof, the Company has endorsed, assigned and delivered to the Agent all negotiable or non- negotiable instruments (including certificated securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified.

In the event that the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments (including certificated securities) or chattel paper to be pledged by it hereunder, the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify.

(b) To the extent that any securities now or hereafter acquired by the Company are uncertificated and are issued to the Company or its nominee directly by the issuer thereof, the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by the Company are held by the Company or its nominee through a securities intermediary, the Company shall (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of the Company or such nominee. The Agent agrees with the Company that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)13.

licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral".

$25,000, be disbursed to the Company for direct application by the Company solely to the repair or replacement of the Company's property so damaged or destroyed and (b) in all other circumstances, be held by the Agent as cash collateral for the Obligations. The Agent may, at its sole option, disburse from time to time all or any part of such proceeds so held as cash collateral, upon such terms and conditions as the Agent may reasonably prescribe, for direct application by the Company solely to the repair or replacement of the Company's property so damaged or destroyed, or the Agent may apply all or any part of such proceeds to the Obligations with the Total Commitment (if not then terminated) being reduced by the amount so applied to the Obligations.

shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Bank of any payment relating to any of the Collateral, nor shall the Agent or any Bank be obligated in any manner to perform any of the obligations of the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Bank in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Bank may be entitled at any time or times. The Agent's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under (S)9-207 of the Uniform Commercial Code of the Commonwealth of Massachusetts or otherwise, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account.

(a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do at the Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Collateral and the Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Company might do, including, without limitation,
(i) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery

and

recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

(b) to file such financing statements with respect hereto, with or without the Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Company's name such financing statements and amendments thereto and continuation statements which may require the Company's signature.

person other than the Company, the Company waives and agrees not to assert any rights or privileges which it may have under (S)9-112 of the Uniform Commercial Code of the Commonwealth of Massachusetts.

Agreement and all rights and obligations hereunder shall be binding upon the Company and its respective successors and assigns, and shall inure to the benefit of the Agent, the Banks and their respective successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Company acknowledges receipt of a copy of this Agreement.

IN WITNESS WHEREOF, intending to be legally bound, the Company has caused this Agreement to be duly executed as of the date first above written.

PACIFIC DIRECT MARKETING CORP.

By:________________________________
Title:

Accepted:

BANKBOSTON, N.A.
(f/k/a The First National
Bank of Boston),
as Agent

By:____________________________
Title:

CERTIFICATE OF ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS___________ )

) ss.

COUNTY OF SUFFOLK_______________________ )

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this _______ day of June, 1998, personally appeared ________________________ to me known personally, and who, being by me duly sworn, deposes and says that he is the ______________________ of Pacific Direct Marketing Corp., and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said ____________________________ acknowledged said instrument to be the free act and deed of said corporation.

EXHIBIT 10.66

AMENDED AND RESTATED TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of June 11, 1998, between Saleslink Corporation, a Delaware corporation having its principal place of business at 25 Drydock Avenue, Boston, Massachusetts, (the "Assignor"), and BankBoston, N.A. (formerly known as The First National Bank of Boston), a national banking association having an office at 100 Federal Street, Boston, Massachusetts as agent (hereinafter, in such capacity, the "Agent") for itself and other banking institutions (hereinafter, collectively, the "Banks") which are, or may in the future become, parties to an Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), among the Assignor, the Banks, the Agent and certain other parties thereto.

WHEREAS, it is a condition precedent to the Banks' making any loans or otherwise extending credit to the Assignor under the Credit Agreement that the Assignor execute and deliver to the Agent, for the benefit of the Banks and the Agent, a trademark agreement in substantially the form hereof;

WHEREAS, this Trademark Agreement is supplemental to the provisions contained in the Security Agreement;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided therefor in the Credit Agreement and the Security Agreement. In addition, the following terms shall have the meanings set forth in this (S)1 or elsewhere in this Trademark Agreement referred to below:

(a) all patents, inventions, copyrights, trade secrets, confidential information, formulae, methods or processes, compounds, recipes, know-how, methods and operating systems, drawings, descriptions, formulations, manufacturing and production and delivery procedures, quality control procedures, product and service specifications, catalogs, price lists, and advertising materials, relating to the manufacture, production, delivery, provision and sale of goods or services under or in association with any of the Trademarks; and

(b) the following documents and things in the possession or under the control of the Assignor, or subject to its demand for possession or control, related to the production, delivery, provision and sale by the Assignor, or any affiliate, franchisee, licensee or contractor, of products or services sold by or under the authority of the Assignor in connection with the Trademarks or Trademark Rights, whether prior to, on or subsequent to the date hereof:

(i) all lists, contracts, ancillary documents and other information that identify, describe or provide information with respect to any customers, dealers or distributors of the Assignor, its affiliates or franchisees or licensees or contractors, for products or services sold under or in connection with the Trademarks or Trademark Rights, including all lists and documents containing information regarding each customer's, dealer's or distributor's name and address, credit, payment, discount, delivery and other sale terms, and history, pattern and total of purchases by brand, product, style, size and quantity;

(ii) all agreements (including franchise agreements), product and service specification documents and operating, production and quality control manuals relating to or used in the design,

manufacture, production, delivery, provision and sale of products or services under or in connection with the Trademarks or Trademark Rights;

(iii) all documents and agreements relating to the identity and locations of all sources of supply, all terms of purchase and delivery, for all materials, components, raw materials and other supplies and services used in the manufacture, production, provision, delivery and sale of products or services under or in connection with the Trademarks or Trademark Rights; and

(iv) all agreements and documents constituting or concerning the present or future, current or proposed advertising and promotion by the Assignor (or any of its affiliates, franchisees, licensees or contractors) of products or services sold under or in connection with the Trademarks or Trademark Rights.

out of or in connection with any such past, present or future infringement, dilution, damage or injury; and the Trademark License Rights.

Unless otherwise provided herein, the rules of interpretation set forth in (S)* of the Credit Agreement shall be applicable to this Trademark Agreement.

upon the written demand of the Agent at any time during such continuance or (B) immediately and automatically (without notice or action of any kind by the Agent) upon an Event of Default for which acceleration of the Loans is automatic under the Credit Agreement or upon the sale or other disposition of or foreclosure upon the Collateral pursuant to the Security Agreement and applicable law (including the transfer or other disposition of the Collateral by the Assignor to the Agent or its nominee in lieu of foreclosure).

Pursuant to the Security Agreement the Assignor has granted to the Agent, for the benefit of the Banks and the Agent, a continuing security interest in and lien on the Collateral (including the Pledged Trademarks). The Security Agreement, and all rights and interests of the Agent in and to the Collateral (including the Pledged Trademarks) thereunder, are hereby ratified and confirmed in all respects. In no event shall this Trademark Agreement, the grant, assignment, transfer and conveyance of the Pledged Trademarks hereunder, or the recordation of this Trademark Agreement (or any document hereunder) with the PTO, adversely affect or impair, in any way or to any extent, the Security Agreement, the security interest of the Agent in the Collateral (including the Pledged Trademarks) pursuant to the Security Agreement and this Trademark Agreement, the attachment and perfection of such security interest under the Uniform Commercial Code (including the security interest in the Pledged Marks), or any present or future rights and interests of the Agent in and to the Collateral under or in connection with the Security Agreement, this Trademark Agreement or the Uniform Commercial Code. Any and all rights and interests of the Agent in and to the Pledged Trademarks (and any and all obligations of the Assignor with respect to the Pledged Trademarks) provided herein, or arising hereunder or in connection herewith, shall only supplement and be cumulative and in addition to the rights and interests of the Agent (and the obligations of the Assignor) in, to or with respect to the Collateral (including the Pledged Trademarks) provided in or arising under or in connection with the Security Agreement and shall not be in derogation thereof.

exclusive owner of the entire and unencumbered right, title and interest in and to each of the Trademarks (other than ownership and other rights reserved by third party owners with respect to Trademarks that the Assignor is licensed to use), free and clear of any liens, charges, encumbrances and adverse claims, including pledges, assignments, licenses, registered user agreements and covenants by the Assignor not to sue third persons, other than the security interest and assignment created by the Security Agreement and this Trademark Agreement; (vii) the Assignor has the unqualified right to enter into this Trademark Agreement and to perform its terms and has entered and will enter into written agreements with each of its present and future employees, agents, consultants, licensors and licensees that will enable them to comply with the covenants herein contained; (viii) the Assignor has used, and will continue to use, proper statutory and other appropriate proprietary notices in connection with its use of the Trademarks; (ix) the Assignor has used, and will continue to use for the duration of this Trademark Agreement, consistent standards of quality in its manufacture and provision of products and services sold or provided under the Trademarks; (x) this Trademark Agreement, together with the Security Agreement, will create in favor of the Agent a valid and perfected first priority security interest in the Pledged Trademarks upon making the filings referred to in clause (xi) of this (S)3; and (xi) except for the filing of financing statements with the Secretary of State for the Commonwealth of Massachusetts under the Uniform Commercial Code and the recording of this Trademark Agreement with the PTO, no authorization, approval or other action by, and no notice to or filing with, any governmental or regulatory authority, agency or office is required either (A) for the grant by the Assignor or the effectiveness of the security interest and assignment granted hereby or for the execution, delivery and performance of this Trademark Agreement by the Assignor, or (B) for the perfection of or the exercise by the Agent of any of its rights and remedies hereunder.

The Assignor hereby grants to each of the Agent and the Banks and its employees and agents the right to visit the Assignor's plants and facilities that manufacture, inspect or store products sold under any of the Trademarks, and to inspect the products and quality control records relating thereto at reasonable times during regular business hours.

Without the Agent's prior written consent and except for licenses of the Pledged Trademarks in the ordinary course of the Assignor's business consistent with its past practices, the Assignor will not (i) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Pledged Trademarks, or (ii) enter into any agreement (for example, a license agreement) that is inconsistent with the Assignor's obligations under this Trademark Agreement or the Security Agreement.

If, before the Obligations shall have been finally paid and satisfied in full, the Assignor shall obtain any right, title or interest in or to any other or new Trademarks, Trademark Registrations or Trademark Rights, the provisions of this Trademark Agreement shall automatically apply thereto and the Assignor shall promptly provide to the Agent notice thereof in writing and execute and deliver to the Agent such documents or instruments as the Agent may reasonably request further to implement, preserve or evidence the Agent's interest therein.

The Assignor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with the Pledged Trademarks, and shall hold each of the Agent and the Banks harmless from any and all costs, damages, liabilities and expenses that may be incurred by the Agent or any Bank in connection with the Agent's interest in the Pledged Trademarks or any other action or failure to act in connection with this Trademark Agreement or the transactions contemplated hereby. In respect of such responsibility, the Assignor shall retain trademark counsel acceptable to the Agent.

The Assignor shall have the right and the duty, through trademark counsel acceptable to the Agent, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Trademark Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations. Any expenses incurred in connection with such applications and actions shall be borne by the Assignor. The Assignor shall not abandon any filed trademark registration application, or any Trademark Registration or Trademark, without the consent of the Agent, which consent shall not be unreasonably withheld.

The Assignor shall have the right and the duty to bring suit or other action in the Assignor's own name to maintain and enforce the Trademarks, the Trademark Registrations and the Trademark Rights. The Assignor may require the Agent to join in such suit or action as necessary to assure the Assignor's ability to bring and maintain any such suit or action in any proper forum if (but only if) the Agent is completely satisfied that such joinder will

not subject the Agent or any Bank to any risk of liability. The Assignor shall promptly, upon demand, reimburse and indemnify the Agent for all damages, costs and expenses, including legal fees, incurred by the Agent pursuant to this (S)7.3.

In general, the Assignor shall take any and all such actions (including institution and maintenance of suits, proceedings or actions) as may be necessary or appropriate to properly maintain, protect, preserve, care for and enforce the Pledged Trademarks. The Assignor shall not take or fail to take any action, nor permit any action to be taken or not taken by others under its control, that would adversely affect the validity, grant or enforcement of the Pledged Trademarks.

Promptly upon obtaining knowledge thereof, the Assignor will notify the Agent in writing of the institution of, or any final adverse determination in, any proceeding in the PTO or any similar office or agency of the United States or any foreign country, or any court, regarding the validity of any of the Trademarks or Trademark Registrations or the Assignor's rights, title or interests in and to the Pledged Trademarks, and of any event that does or reasonably could materially adversely affect the value of any of the Pledged Trademarks, the ability of the Assignor or the Agent to dispose of any of the Pledged Trademarks or the rights and remedies of the Agent in relation thereto (including but not limited to the levy of any legal process against any of the Pledged Trademarks).

Upon the occurrence and during the continuance of an Event of Default, the Agent shall have, in addition to all other rights and remedies given it by this Trademark Agreement (including, without limitation, those set forth in (S)2.2, the Credit Agreement, the Security Agreement and the other Loan Documents, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, and, without limiting the generality of the foregoing, the Agent may immediately, without demand of performance and without other notice (except as set forth next below) or demand whatsoever to the Assignor, all of which are hereby expressly waived, sell or license at public or private sale or otherwise realize upon the whole or from time to time any part of the Pledged Trademarks, or any interest that the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Pledged Trademarks all expenses incurred by the Agent in attempting to enforce this Trademark Agreement (including all reasonable expenses for broker's fees and legal services), shall apply the residue of such proceeds toward the payment of the Obligations as set forth in or by reference in the Security Agreement. Notice of any sale, license or other disposition of the Pledged Trademarks shall be given to the Assignor at least five (5) days before the time that any intended public sale or other public disposition of the Pledged Trademarks is to be made or after which any private sale or other private disposition of the Pledged Trademarks may be made, which the Assignor hereby agrees shall be reasonable

notice of such public or private sale or other disposition. At any such sale or other disposition, the Agent may, to the extent permitted under applicable law, purchase or license the whole or any part of the Pledged Trademarks or interests therein sold, licensed or otherwise disposed of.

If the Assignor shall fail to do any act that it has covenanted to do hereunder, or if any representation or warranty of the Assignor shall be breached, the Agent, in its own name or that of the Assignor (in the sole discretion of the Agent), may (but shall not be obligated to) do such act or remedy such breach (or cause such act to be done or such breach to be remedied), and the Assignor agrees promptly to reimburse the Agent for any cost or expense incurred by the Agent in so doing.

If any Event of Default shall have occurred and be continuing, the Assignor does hereby make, constitute and appoint the Agent (and any officer or agent of the Agent as the Agent may select in its exclusive discretion) as the Assignor's true and lawful attorney-in-fact, with full power of substitution and with the power to endorse the Assignor's name on all applications, documents, papers and instruments necessary for the Agent to use the Pledged Trademarks, or to grant or issue any exclusive or nonexclusive license of any of the Pledged Trademarks to any third person, or to take any and all actions necessary for the Agent to assign, pledge, convey or otherwise transfer title in or dispose of any of the Pledged Trademarks or any interest of the Assignor therein to any third person, and, in general, to execute and deliver any instruments or documents and do all other acts that the Assignor is obligated to execute and do hereunder. The Assignor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof and releases each of the Agent and the Banks from any claims, liabilities, causes of action or demands arising out of or in connection with any action taken or omitted to be taken by the Agent under this power of attorney (except for the Agent's gross negligence or willful misconduct). This power of attorney is coupled with an interest and shall be irrevocable for the duration of this Trademark Agreement.

The Assignor shall, at any time and from time to time, and at its expense, make, execute, acknowledge and deliver, and file and record as necessary or appropriate with governmental or regulatory authorities, agencies or offices, such agreements, assignments, documents and instruments, and do such other and further acts and things (including, without limitation, obtaining consents of third parties), as the Agent may request or as may be necessary or appropriate in order to implement and effect fully the intentions, purposes and provisions of this Trademark Agreement, or to assure and confirm to the Agent the grant, perfection and priority of the Agent's security interest in the Pledged Trademarks.

At such time as all of the Obligations have been finally paid and satisfied in full, this Trademark Agreement shall terminate and the Agent shall, upon the written request and at the expense of the Assignor, execute and deliver to the Assignor all deeds, assignments and other instruments as may be necessary or proper to reassign and reconvey to and re-vest in the Assignor the entire right, title and interest to the Pledged Trademarks previously granted, assigned, transferred and conveyed to the Agent by the Assignor pursuant to this Trademark Agreement, as fully as if this Trademark Agreement had not been made, subject to any disposition of all or any part thereof that may have been made by the Agent pursuant hereto or the Security Agreement.

No course of dealing between the Assignor and the Agent, nor any failure to exercise, nor any delay in exercising, on the part of the Agent, any right, power or privilege hereunder or under the Security Agreement or any other agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Any and all fees, costs and expenses, of whatever kind or nature, including the reasonable attorneys' fees and expenses incurred by the Agent in connection with the preparation of this Trademark Agreement and all other documents relating hereto, the consummation of the transactions contemplated hereby or the enforcement hereof, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance or renewal fees, encumbrances, or otherwise protecting, maintaining or preserving the Pledged Trademarks, or in defending or prosecuting any actions or proceedings arising out of or related to the Pledged Trademarks, shall be borne and paid by the Assignor.

Until paid, all amounts due and payable by the Assignor hereunder shall be a debt secured by the Pledged Trademarks and other Collateral and shall bear, whether before or after judgment, interest at the rate of interest for overdue principal set forth in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER THE AGENT NOR ANY BANK ASSUMES ANY LIABILITIES OF THE ASSIGNOR WITH RESPECT TO ANY CLAIM OR CLAIMS REGARDING THE ASSIGNOR'S OWNERSHIP OR PURPORTED

OWNERSHIP OF, OR RIGHTS OR PURPORTED RIGHTS ARISING FROM, ANY OF THE PLEDGED TRADEMARKS OR ANY USE, LICENSE OR SUBLICENSE THEREOF, WHETHER ARISING OUT OF ANY PAST, CURRENT OR FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE. ALL OF SUCH LIABILITIES SHALL BE EXCLUSIVELY THE RESPONSIBILITY OF THE ASSIGNOR, AND THE ASSIGNOR SHALL INDEMNIFY THE AGENT AND THE BANKS FOR ANY AND ALL COSTS, EXPENSES, DAMAGES AND CLAIMS, INCLUDING LEGAL FEES, INCURRED BY THE AGENT OR ANY BANK WITH RESPECT TO SUCH LIABILITIES.

All notices and other communications made or required to be given pursuant to this Trademark Agreement shall be in writing and shall be delivered in hand, mailed by United States registered or certified first-class mail, postage prepaid, or sent by telegraph, telecopy or telex and confirmed by delivery via courier or postal service, addressed as follows:

(a) if to the Assignor, at 25 Drydock Avenue, Massachusetts, Attention: President, or at such other address for notice as the Assignor shall last have furnished in writing to the person giving the notice, with copies to Palmer & Dodge LLP, One Beacon Street, Boston, Massachusetts, Attention: William Williams, Esq.; and

(b) if to the Agent, at 100 Federal Street, Boston, Massachusetts, Attention: Tena C. Lindenauer or at such other address for notice as the Agent shall last have furnished in writing to the person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer, (ii) if sent by registered or certified first-class mail, postage prepaid, two (2) Business Days after the posting thereof, and (iii) if sent by telegraph, telecopy, or telex, at the time of the dispatch thereof, if in normal business hours in the country of receipt, or otherwise at the opening of business on the following Business Day.

This Trademark Agreement is subject to modification only by a writing signed by the Agent (with the consent of the Majority Banks) and the Assignor, except as provided in (S)6.2. The Agent shall not be deemed to have waived any right hereunder unless such waiver shall be in writing and signed by the Agent and the Majority Banks. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.

THIS TRADEMARK AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. The Assignor agrees that any suit for the enforcement of this Trademark Agreement may be brought in the courts of the Commonwealth of Massachusetts or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Assignor by mail at the address specified in (S)17. The Assignor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

THE ASSIGNOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS TRADEMARK AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Assignor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Assignor (i) certifies that neither the Agent or any Bank nor any representative, agent or attorney of the Agent or any Bank has represented, expressly or otherwise, that the Agent or any Bank would not, in the event of litigation, seek to enforce the foregoing waivers, and (ii) acknowledges that, in entering into the Credit Agreement and the other Loan Documents to which the Agent or any Bank is a party, the Agent and the Banks are relying upon, among other things, the waivers and certifications contained in this (S)20.

The headings of each section of this Trademark Agreement are for convenience only and shall not define or limit the provisions thereof. This Trademark Agreement and all rights and obligations hereunder shall be binding upon the Assignor and its respective successors and assigns, and shall inure to the benefit of the Agent, the Banks and their respective successors and assigns. In the event of any irreconcilable conflict between the provisions of this Trademark Agreement and the Credit Agreement, or between this Trademark Agreement and the Security Agreement, the provisions of the Credit Agreement or the Security Agreement, as the case may be, shall control. If any term of this Trademark Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Trademark Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Assignor acknowledges receipt of a copy of this Trademark Agreement.

IN WITNESS WHEREOF, this Trademark Agreement has been executed as of the day and year first above written.

SALESLINK CORPORATION

By:______________________________
Name:
Title:

BANKBOSTON, N.A., as Agent

By:______________________________
Name:
Title:

CERTIFICATE OF ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS ______________)

) ss.

COUNTY OF SUFFOLK __________________________)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this __ day of June, 1998, personally appeared __________________ to me known personally, and who, being by me duly sworn, deposes and says that he is the _________________ of SalesLink Corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said _________________ acknowledged said instrument to be the free act and deed of said corporation.

 Trademark                             Registrations --
     or                   United States Patent and Trademark Office
Service Mark        Registration No.                    Registration Date
------------        ----------------                    -----------------




 Trademark                         Pending Applications --
     or                   United States Patent and Trademark Office
Service Mark                   Serial No.            Filing Date
------------                   ----------            -----------

WHEREAS, ______________, a __________________ organized and existing under the laws of the State of ____________, having a place of business at ____________________ (the "Assignee"), is desirous of acquiring the Marks and the registrations thereof and registration applications therefor;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Assignor does hereby assign, sell and transfer unto the Assignee all right, title and interest in and to the Marks, together with (i) the registrations of and registration applications for the Marks, (ii) the goodwill of the business symbolized by and associated with the Marks and the registrations thereof, and (iii) the right to sue and recover for, and the right to profits or damages due or accrued arising out of or in connection with, any and all past, present or future infringements or dilution of or damage or injury to the Marks or the registrations thereof or such associated goodwill.

This Assignment of Trademarks and Service Marks (U.S.) is intended to and shall take effect as a sealed instrument at such time as the Assignee shall complete this instrument by inserting its name in the second paragraph above and signing its acceptance of this Assignment of Trademarks and Service Marks (U.S.) below.

IN WITNESS WHEREOF, the Assignor, by its duly authorized officer, has executed this assignment, as an instrument under seal, on this __ day of ___, 199__.

SALESLINK CORPORATION

By:______________________________
Title:

The foregoing assignment of the Marks and the registrations thereof and registration applications therefor by the Assignor to the Assignee is hereby accepted as of the ____ day of __, 199__.

By:

Title:

COMMONWEALTH OR STATE OF*_____________________)

) ss.

COUNTY OF*____________________________________)

On this the ___ day of ___, 199__, before me appeared ____________, the person who signed this instrument, who acknowledged that (s)he is the ____ of ___________ and that being duly authorized (s)he signed such instrument as a free act on behalf of ____________________.

 Trademark                             Registrations --
     or                   United States Patent and Trademark Office
Service Mark        Registration No.                    Registration Date
------------        ----------------                    -----------------

                        74/022783                         July 22, 1996




 Trademark                         Pending Applications --
     or                   United States Patent and Trademark Office
Service Mark                   Serial No.            Filing Date
------------                   ----------            -----------

EXHIBIT 10.67

TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of June 11, 1998, between InSolutions Incorporated, a Delaware corporation having its principal place of business at 2940 Kifer Road, Santa Clara, California 95051, (the "Assignor"), and BankBoston, N.A. (formerly known as The First National Bank of Boston), a national banking association having an office at 100 Federal Street, Boston, Massachusetts as agent (hereinafter, in such capacity, the "Agent") for itself and other banking institutions (hereinafter, collectively, the "Banks") which are, or may in the future become, parties to an Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in effect from time to time, the "Credit Agreement"), among the Assignor, the Banks, the Agent and certain other parties thereto.

WHEREAS, it is a condition precedent to the Banks' making any loans or otherwise extending credit to the Assignor under the Credit Agreement that the Assignor execute and deliver to the Agent, for the benefit of the Banks and the Agent, a trademark agreement in substantially the form hereof;

WHEREAS, this Trademark Agreement is supplemental to the provisions contained in the Security Agreement;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided therefor in the Credit Agreement and the Security Agreement. In addition, the following terms shall have the meanings set forth in this (S)1 or elsewhere in this Trademark Agreement referred to below:

(a) all patents, inventions, copyrights, trade secrets, confidential information, formulae, methods or processes, compounds, recipes, know-how, methods and operating systems, drawings, descriptions, formulations, manufacturing and production and delivery procedures, quality control procedures, product and service specifications, catalogs, price lists, and advertising materials, relating to the manufacture, production, delivery, provision and sale of goods or services under or in association with any of the Trademarks; and

(b) the following documents and things in the possession or under the control of the Assignor, or subject to its demand for possession or control, related to the production, delivery, provision and sale by the Assignor, or any affiliate, franchisee, licensee or contractor, of products or services sold by or under the authority of the Assignor in connection with the Trademarks or Trademark Rights, whether prior to, on or subsequent to the date hereof:

(i) all lists, contracts, ancillary documents and other information that identify, describe or provide information with respect to any customers, dealers or distributors of the Assignor, its affiliates or franchisees or licensees or contractors, for products or services sold under or in connection with the Trademarks or Trademark Rights, including all lists and documents containing information regarding each customer's, dealer's or distributor's name and address, credit, payment, discount, delivery and other sale terms, and history, pattern and total of purchases by brand, product, style, size and quantity;

(ii) all agreements (including franchise agreements), product and service specification documents and operating, production and quality control manuals relating to or used in the design, manufacture, production, delivery, provision and sale of products or

services under or in connection with the Trademarks or Trademark Rights;

(iii) all documents and agreements relating to the identity and locations of all sources of supply, all terms of purchase and delivery, for all materials, components, raw materials and other supplies and services used in the manufacture, production, provision, delivery and sale of products or services under or in connection with the Trademarks or Trademark Rights; and

(iv) all agreements and documents constituting or concerning the present or future, current or proposed advertising and promotion by the Assignor (or any of its affiliates, franchisees, licensees or contractors) of products or services sold under or in connection with the Trademarks or Trademark Rights.

Unless otherwise provided herein, the rules of interpretation set forth in (S)* of the Credit Agreement shall be applicable to this Trademark Agreement.

upon an Event of Default for which acceleration of the Loans is automatic under the Credit Agreement or upon the sale or other disposition of or foreclosure upon the Collateral pursuant to the Security Agreement and applicable law (including the transfer or other disposition of the Collateral by the Assignor to the Agent or its nominee in lieu of foreclosure).

party owners with respect to Trademarks that the Assignor is licensed to use), free and clear of any liens, charges, encumbrances and adverse claims, including pledges, assignments, licenses, registered user agreements and covenants by the Assignor not to sue third persons, other than the security interest and assignment created by the Security Agreement and this Trademark Agreement; (vii) the Assignor has the unqualified right to enter into this Trademark Agreement and to perform its terms and has entered and will enter into written agreements with each of its present and future employees, agents, consultants, licensors and licensees that will enable them to comply with the covenants herein contained; (viii) the Assignor has used, and will continue to use, proper statutory and other appropriate proprietary notices in connection with its use of the Trademarks; (ix) the Assignor has used, and will continue to use for the duration of this Trademark Agreement, consistent standards of quality in its manufacture and provision of products and services sold or provided under the Trademarks; (x) this Trademark Agreement, together with the Security Agreement, will create in favor of the Agent a valid and perfected first priority security interest in the Pledged Trademarks upon making the filings referred to in clause
(xi) of this (S)3; and (xi) except for the filing of financing statements with the Secretary of State for the Commonwealth of Massachusetts under the Uniform Commercial Code and the recording of this Trademark Agreement with the PTO, no authorization, approval or other action by, and no notice to or filing with, any governmental or regulatory authority, agency or office is required either (A) for the grant by the Assignor or the effectiveness of the security interest and assignment granted hereby or for the execution, delivery and performance of this Trademark Agreement by the Assignor, or (B) for the perfection of or the exercise by the Agent of any of its rights and remedies hereunder.

The Assignor hereby grants to each of the Agent and the Banks and its employees and agents the right to visit the Assignor's plants and facilities that manufacture, inspect or store products sold under any of the Trademarks, and to inspect the products and quality control records relating thereto at reasonable times during regular business hours.

Without the Agent's prior written consent and except for licenses of the Pledged Trademarks in the ordinary course of the Assignor's business consistent with its past practices, the Assignor will not (i) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Pledged Trademarks, or (ii) enter into any agreement (for example, a license agreement) that is inconsistent with the Assignor's obligations under this Trademark Agreement or the Security Agreement.

in or to any other or new Trademarks, Trademark Registrations or Trademark Rights, the provisions of this Trademark Agreement shall automatically apply thereto and the Assignor shall promptly provide to the Agent notice thereof in writing and execute and deliver to the Agent such documents or instruments as the Agent may reasonably request further to implement, preserve or evidence the Agent's interest therein.

promptly, upon demand, reimburse and indemnify the Agent for all damages, costs and expenses, including legal fees, incurred by the Agent pursuant to this (S)7.3.

Upon the occurrence and during the continuance of an Event of Default, the Agent shall have, in addition to all other rights and remedies given it by this Trademark Agreement (including, without limitation, those set forth in (S)2.2, the Credit Agreement, the Security Agreement and the other Loan Documents, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, and, without limiting the generality of the foregoing, the Agent may immediately, without demand of performance and without other notice (except as set forth next below) or demand whatsoever to the Assignor, all of which are hereby expressly waived, sell or license at public or private sale or otherwise realize upon the whole or from time to time any part of the Pledged Trademarks, or any interest that the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Pledged Trademarks all expenses incurred by the Agent in attempting to enforce this Trademark Agreement (including all reasonable expenses for broker's fees and legal services), shall apply the residue of such proceeds toward the payment of the Obligations as set forth in or by reference in the Security Agreement. Notice of any sale, license or other disposition of the Pledged Trademarks shall be given to the Assignor at least five (5) days before the time that any intended public sale or other public disposition of the Pledged Trademarks is to be made or after which any private sale or other private disposition of the Pledged Trademarks may be made, which the Assignor hereby agrees shall be reasonable notice of such public or private sale or other disposition. At any such sale or other

disposition, the Agent may, to the extent permitted under applicable law, purchase or license the whole or any part of the Pledged Trademarks or interests therein sold, licensed or otherwise disposed of.

If the Assignor shall fail to do any act that it has covenanted to do hereunder, or if any representation or warranty of the Assignor shall be breached, the Agent, in its own name or that of the Assignor (in the sole discretion of the Agent), may (but shall not be obligated to) do such act or remedy such breach (or cause such act to be done or such breach to be remedied), and the Assignor agrees promptly to reimburse the Agent for any cost or expense incurred by the Agent in so doing.

If any Event of Default shall have occurred and be continuing, the Assignor does hereby make, constitute and appoint the Agent (and any officer or agent of the Agent as the Agent may select in its exclusive discretion) as the Assignor's true and lawful attorney-in-fact, with full power of substitution and with the power to endorse the Assignor's name on all applications, documents, papers and instruments necessary for the Agent to use the Pledged Trademarks, or to grant or issue any exclusive or nonexclusive license of any of the Pledged Trademarks to any third person, or to take any and all actions necessary for the Agent to assign, pledge, convey or otherwise transfer title in or dispose of any of the Pledged Trademarks or any interest of the Assignor therein to any third person, and, in general, to execute and deliver any instruments or documents and do all other acts that the Assignor is obligated to execute and do hereunder. The Assignor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof and releases each of the Agent and the Banks from any claims, liabilities, causes of action or demands arising out of or in connection with any action taken or omitted to be taken by the Agent under this power of attorney (except for the Agent's gross negligence or willful misconduct). This power of attorney is coupled with an interest and shall be irrevocable for the duration of this Trademark Agreement.

The Assignor shall, at any time and from time to time, and at its expense, make, execute, acknowledge and deliver, and file and record as necessary or appropriate with governmental or regulatory authorities, agencies or offices, such agreements, assignments, documents and instruments, and do such other and further acts and things (including, without limitation, obtaining consents of third parties), as the Agent may request or as may be necessary or appropriate in order to implement and effect fully the intentions, purposes and provisions of this Trademark Agreement, or to assure and confirm to the Agent the grant, perfection and priority of the Agent's security interest in the Pledged Trademarks.

At such time as all of the Obligations have been finally paid and satisfied in full, this Trademark Agreement shall terminate and the Agent shall, upon the written request and at the expense of the Assignor, execute and deliver to the Assignor all deeds, assignments and other instruments as may be necessary or proper to reassign and reconvey to and re-vest in the Assignor the entire right, title and interest to the Pledged Trademarks previously granted, assigned, transferred and conveyed to the Agent by the Assignor pursuant to this Trademark Agreement, as fully as if this Trademark Agreement had not been made, subject to any disposition of all or any part thereof that may have been made by the Agent pursuant hereto or the Security Agreement.

No course of dealing between the Assignor and the Agent, nor any failure to exercise, nor any delay in exercising, on the part of the Agent, any right, power or privilege hereunder or under the Security Agreement or any other agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Any and all fees, costs and expenses, of whatever kind or nature, including the reasonable attorneys' fees and expenses incurred by the Agent in connection with the preparation of this Trademark Agreement and all other documents relating hereto, the consummation of the transactions contemplated hereby or the enforcement hereof, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance or renewal fees, encumbrances, or otherwise protecting, maintaining or preserving the Pledged Trademarks, or in defending or prosecuting any actions or proceedings arising out of or related to the Pledged Trademarks, shall be borne and paid by the Assignor.

Until paid, all amounts due and payable by the Assignor hereunder shall be a debt secured by the Pledged Trademarks and other Collateral and shall bear, whether before or after judgment, interest at the rate of interest for overdue principal set forth in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER THE AGENT NOR ANY BANK ASSUMES ANY LIABILITIES OF THE ASSIGNOR WITH RESPECT TO ANY CLAIM OR CLAIMS REGARDING THE ASSIGNOR'S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED RIGHTS ARISING FROM, ANY OF THE PLEDGED TRADEMARKS OR ANY USE, LICENSE OR

SUBLICENSE THEREOF, WHETHER ARISING OUT OF ANY PAST, CURRENT OR FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE. ALL OF SUCH LIABILITIES SHALL BE EXCLUSIVELY THE RESPONSIBILITY OF THE ASSIGNOR, AND THE ASSIGNOR SHALL INDEMNIFY THE AGENT AND THE BANKS FOR ANY AND ALL COSTS, EXPENSES, DAMAGES AND CLAIMS, INCLUDING LEGAL FEES, INCURRED BY THE AGENT OR ANY BANK WITH RESPECT TO SUCH LIABILITIES.

All notices and other communications made or required to be given pursuant to this Trademark Agreement shall be in writing and shall be delivered in hand, mailed by United States registered or certified first-class mail, postage prepaid, or sent by telegraph, telecopy or telex and confirmed by delivery via courier or postal service, addressed as follows:

(a) if to the Assignor, at 25 Drydock Avenue, Massachusetts, Attention: President, or at such other address for notice as the Assignor shall last have furnished in writing to the person giving the notice, with copies to Palmer & Dodge LLP, One Beacon Street, Boston, Massachusetts, Attention: William Williams, Esq.; and

(b) if to the Agent, at 100 Federal Street, Boston, Massachusetts, Attention: Tena C. Lindenauer., or at such other address for notice as the Agent shall last have furnished in writing to the person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer, (ii) if sent by registered or certified first-class mail, postage prepaid, two (2) Business Days after the posting thereof, and (iii) if sent by telegraph, telecopy, or telex, at the time of the dispatch thereof, if in normal business hours in the country of receipt, or otherwise at the opening of business on the following Business Day.

This Trademark Agreement is subject to modification only by a writing signed by the Agent (with the consent of the Majority Banks) and the Assignor, except as provided in (S)6.2. The Agent shall not be deemed to have waived any right hereunder unless such waiver shall be in writing and signed by the Agent and the Majority Banks. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.

THIS TRADEMARK AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE

COMMONWEALTH OF MASSACHUSETTS. The Assignor agrees that any suit for the enforcement of this Trademark Agreement may be brought in the courts of the Commonwealth of Massachusetts or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Assignor by mail at the address specified in (S)17. The Assignor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

THE ASSIGNOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS TRADEMARK AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Assignor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Assignor (i) certifies that neither the Agent or any Bank nor any representative, agent or attorney of the Agent or any Bank has represented, expressly or otherwise, that the Agent or any Bank would not, in the event of litigation, seek to enforce the foregoing waivers, and (ii) acknowledges that, in entering into the Credit Agreement and the other Loan Documents to which the Agent or any Bank is a party, the Agent and the Banks are relying upon, among other things, the waivers and certifications contained in this (S)20.

The headings of each section of this Trademark Agreement are for convenience only and shall not define or limit the provisions thereof. This Trademark Agreement and all rights and obligations hereunder shall be binding upon the Assignor and its respective successors and assigns, and shall inure to the benefit of the Agent, the Banks and their respective successors and assigns. In the event of any irreconcilable conflict between the provisions of this Trademark Agreement and the Credit Agreement, or between this Trademark Agreement and the Security Agreement, the provisions of the Credit Agreement or the Security Agreement, as the case may be, shall control. If any term of this Trademark Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Trademark Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Assignor acknowledges receipt of a copy of this Trademark Agreement.

IN WITNESS WHEREOF, this Trademark Agreement has been executed as of the day and year first above written.

INSOLUTIONS INCORPORATED

By:___________________________
Name:
Title:

BANKBOSTON, N.A., as Agent

By:___________________________
Name:
Title:

COMMONWEALTH OF MASSACHUSETTS ________  )
                                        )  ss.
COUNTY OF SUFFOLK ____________________  )

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this __ day of June, 1997, personally appeared __________________ to me known personally, and who, being by me duly sworn, deposes and says that he is the _________________ of InSolutions Incorporated, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said _________________ acknowledged said instrument to be the free act and deed of said corporation.

  Trademark                           Registrations --
     or                    United States Patent and Trademark Office
Service Mark          Registration No.                  Registration Date
------------          ----------------                  -----------------





  Trademark                  Pending Applications --

WHEREAS, ______________, a __________________ organized and existing under the laws of the State of ____________, having a place of business at ____________________ (the "Assignee"), is desirous of acquiring the Marks and the registrations thereof and registration applications therefor;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Assignor does hereby assign, sell and transfer unto the Assignee all right, title and interest in and to the Marks, together with (i) the registrations of and registration applications for the Marks, (ii) the goodwill of the business symbolized by and associated with the Marks and the registrations thereof, and (iii) the right to sue and recover for, and the right to profits or damages due or accrued arising out of or in connection with, any and all past, present or future infringements or dilution of or damage or injury to the Marks or the registrations thereof or such associated goodwill.

This Assignment of Trademarks and Service Marks (U.S.) is intended to and shall take effect as a sealed instrument at such time as the Assignee shall complete this instrument by inserting its name in the second paragraph above and signing its acceptance of this Assignment of Trademarks and Service Marks (U.S.) below.

IN WITNESS WHEREOF, the Assignor, by its duly authorized officer, has executed this assignment, as an instrument under seal, on this __ day of ___, 199__.

INSOLUTIONS INCORPORATED

By: ______________________________
Title:

The foregoing assignment of the Marks and the registrations thereof and registration applications therefor by the Assignor to the Assignee is hereby accepted as of the ____ day of __, 199__.

                              By:______________________________
                                  Title:

COMMONWEALTH OR STATE OF *__________  )
                                      )  ss.
COUNTY OF * ________________________  )

On this the ___ day of ___, 199__, before me appeared ____________, the person who signed this instrument, who acknowledged that (s)he is the ____ of ___________ and that being duly authorized (s)he signed such instrument as a free act on behalf of ____________________.

  Trademark                             Registrations --
    or                      United States Patent and Trademark Office
Service Mark             Registration No.                Registration Date
------------             ---------------                 -----------------

Insolutions                  2,054,299                     April 22, 1997

EXHIBIT 10.68

REGISTRATION RIGHTS AGREEMENT

June 16, 1998

Dear Gentlemen:

This will confirm that in consideration of the provisions contained in the Agreement and Plan of Merger dated June 16, 1998 (the "Merger Agreement"), among CMG Information Services, Inc. (the "Buyer"), InSolutions Incorporated and CMG- InSolutions Merger Corporation ("Merger Sub"), the Buyer covenants and agrees with each of you as follows:

(a) The Buyer will use its reasonable best efforts to cause to be declared effective one registration statement on Form S-3 or any successor thereto (or in the event the Buyer is not eligible to use Form S-3 or such successor form, Form S-1 or any other form then available for such purpose) following the date which is twelve months after the date hereof. Forty- five days prior to such date, the Buyer shall send a Notice of Registration Statement and Selling Securityholder Questionnaire to each individual or entity which holds Restricted Stock which, as a result of such twelve month date referenced above, will no longer be subject to the "Lock-Up" described in the Investment Representation and Lock-Up Agreement executed on the date hereof. To be included on such registration statement, a holder must return a completed Notice of Registration Statement and Selling Securityholder Questionnaire within fifteen days of the date of the Notice of Registration Statement and Selling Securityholder Questionnaire. If after expiration of such fifteen day period, the holders of Restricted Stock have not indicated a desire to have eligible shares with an aggregate price to the public of at least $600,000 included in the registration statement, the Buyer shall not be required to file a registration statement at such time. If holders of Restricted Stock have indicated a desire to have eligible shares with an aggregate price to the public of at least $600,000 included in the registration statement, the Buyer shall as promptly as practicable file a registration statement covering such shares and shall use its reasonable best efforts to have such registration statement declared effective.

(b) If holders of a majority of the Restricted Stock to be registered request that the intended method of disposition be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering shall designate the managing underwriter of such offering, subject to the approval of the Buyer, which approval shall not be unreasonably withheld.

(c) The Buyer shall be entitled to include in any registration statement referred to in this Section 2 shares of Common Stock to be sold by the Buyer for its own account, except as and to the extent that such method of disposition is an underwritten public offering and in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

(d) The Buyer's obligation to file a registration statement or cause such registration statement to become effective shall be suspended for up to 30 days if there exists at the time material non-public information relating to the Buyer which the Buyer determines in good faith would interfere with or affect the negotiation or completion of a contemplated transaction (whether or not a final decision has been made to undertake such transaction) or involve initial or continuing disclosure obligations that are not in the best interest of the Buyer.

(e) The Buyer shall be obligated to keep a registration statement filed pursuant to Section 2(a) effective until the earliest of (i) the sale of all of the shares included thereunder, (ii) the agreement by the holders of such shares to terminate the registration, (iii) each holder of such shares becoming eligible, under Rule 144 under the Securities Act, to make unregistered sales in a three-month period of all its shares included on such registration statement

or (iv) the registration rights of the holders of such shares have terminated hereunder. At such time, the Buyer may file a post-effective amendment to such registration statement removing from registration the shares included in such registration statement.

(a) subject to the provisions of Sections 2 and 3, prepare and file with the Commission such registration statement including such securities and use reasonable commercial efforts to cause such registration statement to become effective;

(b) subject to the provision of Section 4(a), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus included therein as may be necessary to keep such registration statement effective for the period of distribution set forth herein, and comply with the provisions of the Securities Act;

(c) use reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of such registration statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify each holder of Restricted Stock included in such registration statement of such order and its withdrawal;

(d) furnish to each seller of Restricted Stock such number of copies of the prospectus included in such registration statement (including each preliminary prospectus) as such persons reasonably may request in order to comply with the requirements of the Securities Act;

(g) use reasonable efforts to include the Restricted Stock covered by such registration statement on the Nasdaq National Market or any securities exchange on which the Common Stock of the Buyer is then listed; and

(h) in the event of an underwritten public offering of the Restricted Securities, enter into and perform its obligations under an underwriting agreement, in usual and customary form reasonably acceptable to the Buyer, with the managing underwriter of such offering.

(a) furnish to the Buyer such information regarding itself and the intended method of disposition as necessary to assure compliance with federal and applicable state securities laws or as the Buyer shall reasonably request;

(b) upon receipt of any notice from the Buyer of the happening of any event of the kind described in Section 4(c), immediately discontinue disposition of Restricted Stock pursuant to the registration statement until withdrawal of the stop order referred to in Section 4(c); and

(c) not sell or otherwise transfer any Restricted Stock during the period from the date specified in the Standstill Notice given by the Buyer pursuant to
Section 4(e) above that the Buyer has determined that it will delay the preparation and filing of an amendment or supplement to the prospectus included in the registration statement until the expiration date specified in such notice.

The Buyer shall pay all Registration Expenses. All Selling Expenses shall be borne by the participating sellers.

(a) Make and keep public information available, as those terms are understood and defined in Commission Rule 144 or any similar or analogous rule promulgated under the Securities Act;

(b) File with the Commission, in a timely manner, all reports and other documents required of the Buyer under the Exchange Act;

(c) So long as the holders own any Restricted Stock, furnish to the holders forthwith upon request: a written statement by the Buyer as to its compliance with the reporting requirements of said Rule 144 under the Securities Act, and of the Exchange Act, a copy of the

most recent annual or quarterly report of the Buyer; and such other reports and documents as a holder of Restricted Stock may reasonably request in availing itself of any rule or regulation of the Commission allowing it to sell any such securities without registration.

(a) Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when so delivered in person, by overnight courier, by facsimile transmission (with receipt confirmed by telephone or by automatic transmission report) or two business days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows:

(i) if to the Buyer, to:

CMG Information Services, Inc.
100 Brickstone Square, 1st Floor
Andover, MA 01810
Attention: Chief Financial Officer
Telephone: 781-684-3660
Facsimile: 781-684-3172

with a copy to:

Palmer & Dodge LLP
One Beacon Street
Boston, MA 02108-3190
Attention: William Williams II
Telephone: 617-573-0100
Facsimile: 617-227-4420

(ii) if to a current holder of Restricted Stock, to:

InSolutions Incorporated
2940 Kifer Road
Santa Clara, CA 95051
Attention: President
Telephone: 408-986-6344
Facsimile: 408-986-6344

with a copy to:

Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304-1050 Attention: Christopher J. Ozburn Telephone: 650-493-9300 Facsimile: 650-493-6811

(iii) if to any subsequent holder of Restricted Stock, at the address that has been furnished to the Buyer in writing, or, in any case, at such other address or addresses as shall have been furnished in writing to the Buyer (in the case of a holder of Restricted Stock) or to the holders of Restricted Stock (in the case of the Buyer) in accordance with the provisions of this paragraph.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to choice of law provisions.

(c) This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of the Buyer and the holders of at least a majority of the outstanding shares of Restricted Stock.

(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) The obligations of the Buyer to register shares of Restricted Stock, or to keep a registration statement including shares of Restricted Stock effective, under Sections 2 or 3 shall terminate with respect to each holder upon such time as all of the holder's Merger Shares are eligible for sale during a single three month period under Rule 144.

(f) The rights hereunder of the holder may be assigned to a transferee of the Restricted Stock as long as: (i) the Buyer is, within thirty (30) days following such transfer, furnished with written notice of the name and address of such transferee, (ii) immediately following such transfer, the further disposition of Restricted Stock is restricted under the Securities Act, (iii) the transferee agrees in writing with the Buyer to be bound by all of the provisions hereof and (iv) such transfer is made in accordance with the applicable requirements of the Lock-Up. No rights under this Agreement shall be assigned to any person or entity to whom less than all of the Restricted Stock held by transferor are transferred, unless such transfer is made in connection with distributions without consideration, such as by a partnership to its partners.

(g) If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

Please indicate your acceptance of the foregoing by signing and returning the enclosed counterpart of this letter, whereupon this Agreement shall be a binding agreement between the Buyer and you.

CMG INFORMATION SERVICES, INC.

AGREED TO AND ACCEPTED as of the date first above written.

Shareholder's Address for Notice:

SCHEDULE I

Robert F. Lee

Sam L. Williams

K&G Consulting, Inc.

EXHIBIT 10.69

CMG @ VENTURES II LLC

OPERATING AGREEMENT

(A DELAWARE LIMITED LIABILITY COMPANY)

CMG @ VENTURES II LLC

OPERATING AGREEMENT

                                                                                                              Page No.
                                                                                                              --------
ARTICLE ONE              THE COMPANY........................................................................     - 1 -
     Section 1.1         Organization; Name.................................................................     - 1 -
                         ------------------
     Section 1.2         Purpose and Character of Business..................................................     - 1 -
                         ---------------------------------
     Section 1.3         Place of Business; Registered Agent................................................     - 2 -
                         -----------------------------------
     Section 1.4         Term...............................................................................     - 2 -
                         ----
     Section 1.5         Statutory Compliance; Qualification In Other Jurisdictions.........................     - 2 -
                         ----------------------------------------------------------

ARTICLE TWO              MEMBERS AND CAPITAL CONTRIBUTIONS..................................................     - 3 -
     Section 2.1         Capital Commitments and Contributions..............................................     - 3 -
                         -------------------------------------
     Section 2.2         Admission of Additional Members....................................................     - 3 -
                         -------------------------------
     Section 2.3         Capital Accounts and Revaluations..................................................     - 3 -
                         ---------------------------------
     Section 2.4         No Rights to Demand Return of Capital Contributions................................     - 4 -
                         ---------------------------------------------------
     Section 2.5         Liabilities of Members.............................................................     - 4 -
                         ----------------------

ARTICLE THREE            ALLOCATIONS; DISTRIBUTIONS.........................................................     - 5 -
     Section 3.1         Net Operating Profits and New Operating Losses-Allocation..........................     - 5 -
                         ---------------------------------------------------------
     Section 3.2         Capital Gains and Capital Losses with Respect to
                         ------------------------------------------------
                              Portfolio Securities-Allocation...............................................     - 6 -
                              -------------------------------
     Section 3.3         Special Allocation Rules...........................................................     - 8 -
                         ------------------------
     Section 3.4         Corrective Allocations.............................................................     - 9 -
                         ----------------------
     Section 3.5         Tax Allocations....................................................................     - 9 -
                         ---------------
     Section 3.6         Distributions Prior to Liquidation.................................................    - 10 -
                         ----------------------------------
     Section 3.7         Distributions Upon Liquidation.....................................................    - 10 -
                         ------------------------------
     Section 3.8         Distributions of Securities in Kind................................................    - 11 -
                         -----------------------------------
     Section 3.9         Valuation..........................................................................    - 12 -
                         ---------

ARTICLE FOUR             MANAGEMENT; PAYMENT OF EXPENSES....................................................    - 13 -
     Section 4.1         Description of Managing Members....................................................    - 13 -
                         -------------------------------
     Section 4.2         Management by the Managing Members.................................................    - 13 -
                         ----------------------------------
     Section 4.3         Actions Requiring Member Consent...................................................    - 14 -
                         --------------------------------
     Section 4.4         Indemnification....................................................................    - 15 -
                         ---------------
     Section 4.5         Payment of Fees and Expenses.......................................................    - 15 -
                         ----------------------------
ARTICLE FIVE             MANAGING MEMBERS...................................................................    - 15 -
     Section 5.1         Managing Members; Rights Thereof...................................................    - 15 -
                         --------------------------------

     Section 5.2         Award and Vesting of Carried Interest Percentages..................................    - 16 -
                         -------------------------------------------------
     Section 5.3         Termination of Employment and Partnership Status...................................    - 18 -
                         ------------------------------------------------
     Section 5.4         Change of Control..................................................................    - 20 -
                         -----------------
     Section 5.5         No Recruitment or Solicitation.....................................................    - 24 -
                         ------------------------------
     Section 5.6         Non-Disclosure and Invention Assignment Agreement..................................    - 24 -
                         -------------------------------------------------
     Section 5.7         Admission of Additional Managing Members...........................................    - 24 -
                         ----------------------------------------

ARTICLE SIX              OTHER ACTIVITIES OF MEMBERS; CONFLICTS OF INTEREST.................................    - 25 -
     Section 6.1         Commitment of Members..............................................................    - 25 -
                         ---------------------
     Section 6.2         Agreements with Portfolio Companies................................................    - 25 -
                         -----------------------------------
     Section 6.3         Obligations and Opportunities for Members..........................................    - 25 -
                         -----------------------------------------
     Section 6.4         Conflicts of Interest..............................................................    - 26 -
                         ---------------------

ARTICLE SEVEN            TRANSFERABILITY....................................................................    - 26 -
     Section 7.1         Assignment of Member Interest......................................................    - 26 -
                         -----------------------------
     Section 7.2         Restrictions on Transfer...........................................................    - 27 -
                         ------------------------

ARTICLE EIGHT            LIABILITY OF MEMBERS; INDEMNIFICATION..............................................    - 28 -
     Section 8.1         Liability of Managing Members......................................................    - 28 -
                         -----------------------------
     Section 8.2         Liability of Capital Members.......................................................    - 29 -
                         ----------------------------
     Section 8.3         Indemnification of the Managing Members and the Capital Member.....................    - 29 -
                         --------------------------------------------------------------
     Section 8.4         Payment of Expenses................................................................    - 30 -
                         -------------------

ARTICLE NINE             DISSOLUTION, LIQUIDATION AND
                              TERMINATION OF THE COMPANY....................................................    - 30 -
     Section 9.1         Events Causing Dissolution.........................................................    - 30 -
                         --------------------------
     Section 9.2         Wind Up and Liquidation............................................................    - 31 -
                         -----------------------

ARTICLE TEN              CONSENTS, VOTING AND MEETINGS......................................................    - 31 -
     Section 10.1        Method of Giving Consent...........................................................    - 31 -
                         ------------------------
     Section 10.2        Meetings...........................................................................    - 31 -
                         ---------
     Section 10.3        Submissions to Members.............................................................    - 32 -
                         ----------------------

ARTICLE ELEVEN           BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS.......................................    - 32 -
     Section 11.1        Accounting for the Company.........................................................    - 32 -
                         --------------------------
     Section 11.2        Books and Records..................................................................    - 32 -
                         -----------------
     Section 11.3        Reports to Members.................................................................    - 32 -
                         ------------------
     Section 11.4        Elections..........................................................................    - 33 -
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ARTICLE TWELVE           DEFINITIONS........................................................................    - 33 -

ARTICLE THIRTEEN         MISCELLANEOUS PROVISIONS...........................................................    - 38 -
     Section 13.1        Appointment of Tax Matters Partner.................................................    - 38 -
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Section 13.2        Notification.......................................................................    - 38 -
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Section 13.3        Amendments.........................................................................    - 38 -
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Section 13.4        Binding Provisions.................................................................    - 39 -
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Section 13.5        No Waiver..........................................................................    - 39 -
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Section 13.6        Certification of Interests.........................................................    - 39 -
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Section 13.7        Legends............................................................................    - 39 -
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Section 13.8        Applicable Law.....................................................................    - 39 -
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Section 13.9        Separability of Provisions.........................................................    - 39 -
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Section 13.10       Entire Agreement...................................................................    - 40 -
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Section 13.11       Section Titles.....................................................................    - 40 -
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Section 13.12       Counterparts.......................................................................    - 40 -
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Section 13.13       Variation of Pronouns..............................................................    - 40 -
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CMG @ VENTURES II LLC

OPERATING AGREEMENT

THIS OPERATING AGREEMENT OF CMG @ VENTURES II LLC (the "Company"), dated as of February 26, 1998 is among CMG@ Ventures Capital Corp., a Delaware corporation ("@Ventures Capital"), CMG@Ventures, Inc., a Delaware corporation ("@Ventures, Inc." and together with @Ventures Capital Corp., the "Capital Members") and David S. Wetherell, Guy A. Bradley, Jonathan Callaghan, Andrew Hajducky and Peter H. Mills (collectively, the "Managing Members" and together with the Capital Members, the "Members" and each individually a "Member"). Definitions of certain terms used in this Agreement are contained in Article Twelve.

RECITALS

WHEREAS, the Members wish to set out fully their respective rights, obligations and duties with respect to the Company.

NOW THEREFORE, in consideration of the mutual covenants expressed herein, the parties hereto hereby agree as follows:

ARTICLE ONE

THE COMPANY

The Company has been organized as a limited liability company pursuant to the provisions of the Act. The name of the Company is CMG @ VENTURES II LLC. The business of the Company may be conducted under any other name designated in writing by the Managing Member upon compliance with applicable law.

The Company's purpose and character of business shall be to (a) make investments directly or through holding companies in equity and equity-related securities, notes, debentures, limited partnership interests, limited liability company interests, or other equity or debt instruments or other interests or investments of any nature whatsoever, including, without limitation, notes,

debentures and common or preferred stock (whether or not convertible or exchangeable), and rights, options and warrants to purchase notes, debentures and common or preferred stock or other securities or debt instruments, or direct or indirect interests in tangible or intangible assets of any kind whatsoever (all of the foregoing being hereafter referred to as "Investments" or as "Portfolio Securities"), in privately or publicly held or solely owned operating or investment businesses or other entities or parts thereof or assets, (b) manage, supervise and dispose of such investments, receiving the profits, losses and income from such activities and engaging in all other activities that are necessary, incidental and ancillary thereto, and (c) pending utilization or disbursement of funds, to invest such funds in Temporary Investments. Notwithstanding anything to the contrary contained herein, the Members acknowledge and agree that the Company shall not make any Investments after the date on which @Ventures III, L.P. completes the initial closing of the sale of limited partnership interests, except that this limitation shall not restrict the Company's right to make Follow-on Investments after such date.

The principal place of business of the Company shall be maintained at 100 Brickstone Square, Andover, Massachusetts 01801. The Company shall maintain a registered agent in the State of Delaware. The name and address of the resident agent of the Company in the State of Delaware and the address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Managing Members may at any time change the location of the Company's principal place of business, establish additional offices and places of business and change the registered agent and registered office of the Company and upon any such change shall give prompt notice to each Member of any such change.

The Company shall continue in full force and effect until December 31, 2007, unless extended or earlier terminated pursuant to Section 8.1.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware including the Act. The Managing Members promptly shall make such filings as they believe necessary or as are required by applicable law to give effect to the provisions of this Agreement and to cause the Company to be treated as a limited liability company under the laws of the State of Delaware. The Managing Members shall cause the Company to be registered or qualified under its own name or under an assumed or fictitious name pursuant to a foreign limited liability company statute or similar laws in any jurisdictions in which the Company owns property or transacts business if such registration or qualification is necessary to protect the limited liability of the

Members or to permit the Company lawfully to own property or transact business in such jurisdiction.

ARTICLE TWO

MEMBERS AND CAPITAL CONTRIBUTIONS

(b) From time to time, the Members, acting unanimously, may determine that capital in excess of the aggregate Capital Commitment of the Capital Members is required in order for the Company to meet its obligations and to pursue its business activities. The Members shall agree on the amount of any additional capital required to be contributed and the timing of the funding of such capital by the Members.

Additional Members may be admitted to the Company at such times and on such terms as shall be determined by a Majority of the Managing Members.

The Company shall establish and maintain a capital account (a "Capital Account") for each Member. A Member's Capital Account shall be (i) increased by
(a) the amount of such Member's Capital Contribution, (b) such Member's allocations of Profit pursuant to Section 3.1

and (c) items of income or gain specially allocated to such Member pursuant to Sections 3.2 or 3.3, (ii) decreased by (x) the amount of money and the fair market value of any property distributed to such Member by the Company, (y) such Member's allocations of Loss pursuant to Section 3.1 and (z) items of loss, deduction or expenditure specially allocated to such Member pursuant to Sections 3.2 or 3.3, and (iii) adjusted to reflect any liabilities that are assumed by such Member or the Company (within the meaning of Section 1.704-1(b)(2)(iv)(c) of the Regulations), all in accordance with Sections 1.704-1(b)(2)(iv) and 1.704-2 of the Regulations. Except as otherwise provided in the Regulations, a transferee of all or a portion of a Member's Interest shall succeed to the Capital Account of his transferor to the extent allocable to the transferred Interest.

No Member shall be entitled to withdraw any part of its or his Capital Account or Capital Contribution, to receive any distribution from the Company or to cause a partition of the assets of the Company except as expressly provided in this Agreement. No Member shall be paid interest on any Capital Contribution or receive any salary or drawing with respect to its Capital Contribution or Capital Account or for services rendered on behalf of the Company or otherwise in its capacity as a Member, except as otherwise provided in this Agreement.

Except as otherwise expressly set forth herein or in the Act, the Members shall not have, and the Managing Members shall at all times conduct their affairs and the affairs of the Company so that no Member shall have, any personal liability whatsoever in his capacity as a Member, whether to the Company, to any Member or to the creditors of the Company, for the debts, liabilities, contracts or other obligations of the Company or for any losses of the Company.

ARTICLE THREE

ALLOCATIONS; DISTRIBUTIONS

(a) Prior to the allocation of any Net Realized Capital Gains or Net Realized Capital Losses for each Fiscal Year as provided in Section 3.2 below, Net Operating Profits, if any, of the Company for each Fiscal Year shall be allocated to the Members as follows and in the following order of priority as of the end of such Fiscal Year:

(i) First, so much of such Net Operating Profits for such Fiscal Year as shall not exceed the @Ventures, Inc. Loss, if any, as of the end of the preceding Fiscal Year shall be allocated to @Ventures, Inc. to cover part or all of such @Ventures, Inc. Loss.

(iii) Third, so much of any remaining Net Operating Profits for such Fiscal Year as shall not exceed the Managing Member Loss, if any, as of the end of the preceding Fiscal Year shall be allocated to the Managing Members as a group to be further allocated among the Managing Members pro rata according to each Managing Member's Carried Interest Percentage and added to their respective Capital Accounts to cover part or all of such Managing Member Loss.

(iv) Fourth, the balance of any remaining Net Operating Profits, if any, for such Fiscal Year shall be allocated as follows: (A) twenty percent (20%) shall be allocated to the Managing Members as a group to be further allocated among the Managing Members pro rata according to each Managing Member's Carried Interest Percentage and added to their respective Capital Accounts, and (B) eighty percent (80%) shall be allocated to @Ventures, Inc. and added to its Capital Account

(b) Prior to the allocation of any Net Realized Capital Gains or Net Realized Capital Losses for each Fiscal Year as provided in Section 3.2 below, Net Operating Losses, if any, of the Company for each Fiscal Year shall be allocated to the Members as follows and in the following order of priority as of the end of such Fiscal Year:

(i) First, such Net Operating Losses for such Fiscal Year shall be allocated as follows: (A) twenty percent (20%) of such Net Operating Losses (but

not to exceed the Managing Members' positive account balances, if any, existing in their Capital Accounts as of the end of the preceding Fiscal Year) shall be allocated to the Managing Members as a group as a Managing Member Loss to be further allocated among such Managing Members in proportion to each Managing Member's Carried Interest Percentage and debited pro rata to their respective Capital Accounts, and (B) eighty percent (80%) of such Net Operating Losses shall be allocated to @Ventures, Inc. and added to its Capital Account.

(ii) Second, the balance of such Net Operating Losses as shall exceed (A) the positive account balances, if any, existing in the Managing Members' Capital Accounts as of the end of the preceding Fiscal Year and (B) the excess of the Unrecovered Capital of the Capital Members of the Capital Members Loss, if any, as of the end of the preceding Fiscal Year, shall be allocated to @Ventures, Inc. as an @Ventures, Inc. Loss.

(a) Following the allocation of any Net Operating Profits or Net Operating Losses for each Fiscal Year as provided in Section 3.1 above, Net Realized Capital Gains, if any, of the Company for each Fiscal Year shall be allocated to the Members as follows and in the following order of priority as of the end of such Fiscal Year.

(i) First, so much of such Net Realized Capital Gains for such Fiscal Year as shall not exceed the @Ventures, Inc. Loss, if any, as of the end of the preceding Fiscal Year (as increased or decreased by the allocation of any Net Operating Losses or Net Operating Profits for the current Fiscal Year) shall be allocated to @Ventures, Inc. to cover part or all of such @Ventures, Inc. Loss.

(ii) Second, so much of any remaining Net Realized Capital Gains for such Fiscal Year as shall not exceed the Capital Member Loss, if any, as of the end of the preceding Fiscal Year (as increased or decreased by the allocation of any Net Operating Losses or Net Operating Profits for the current Fiscal Year) shall be allocated to the Capital Members in proportion to their Percentages in Interest to cover part or all of such Capital Member Loss.

(iii) Third, so much of any remaining Net Realized Capital Gains for such Fiscal Year as shall not exceed the Managing Member Loss, if any, as of the end of the preceding Fiscal Year (as increased or decreased by the allocation of any Net Operating Losses or Net Operating Profits for the current Fiscal Year) shall be allocated to the Managing Members as a group to be further allocated among the Managing Members pro rata according to each Managing Member's Carried

Interest Percentage and added to their respective Capital Accounts to cover part or all of such Managing Member Loss.

(b) Following the allocation of any Net Operating Profits or Net Operating Losses for each Fiscal Year as provided in Section 3.1 above, Net Realized Capital Losses, if any, of the Company for each Fiscal Year shall be allocated to the Members as follows and in the following order of priority as of the end of such Fiscal Year:

(ii) Second, the balance of such Net Realized Capital Losses as shall exceed (A) the positive account balances, if any, existing in the Managing Members' Capital Accounts as of the end of the preceding Fiscal Year and (B) the excess of the Unrecovered Capital of the Capital Members over the Capital Member Loss, if any, as of the end of the preceding Fiscal Year, shall be allocated to @Ventures, Inc. as an @Ventures, Inc. Loss.

Before any allocations are made pursuant to Section 3.1 or 3.2, the following special allocations shall be made in the following order

3.3.1 If any Member unexpectedly receives any adjustment, allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, such Member's Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 3.3.1 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.1 were not in this Agreement. This Section 3.2.1 is intended to constitute a "qualified income offset" as defined in Section 1.704-1(b)(2)(ii)(d) of the Regulations.

3.3.2 If any Member has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations (the so-called deficit restoration rule), items of Company income and gain in the amount of such excess shall be specially allocated to such Member as quickly as possible, provided that an allocation pursuant to this Section 3.3.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.2 were not in this Agreement.

3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704- 1(b)(2)(iv)(m) of the Regulations.

3.3.4 Notwithstanding Section 3.1 or 3.2, an allocation of Loss shall not be made to a Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit. An allocation of Loss that would be made to a Member but for this Section 3.3.4 shall instead be made to the other Members to the extent of and in proportion to the amounts of such loss that they could then be allocated without themselves having Adjusted Capital Account Deficits (or, if such other Members would not have Adjusted Capital Account

Deficits, in proportion to their respective Percentages of Contribution Capital) and thereafter to the Capital Members.

The allocations set forth in Section 3.3 (the "Regulatory Allocations") are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Regulations. Notwithstanding any other provision of this Article Three, the Regulatory Allocations shall be taken into account in making allocations of items of income, gain, loss, deduction and expenditure among the Members so that, to the extent possible consistent with the Code and the Regulations and on a cumulative basis, the respective net amounts of such allocations of other items and the Regulatory Allocations to the Members are equal to the respective net amounts that would have been allocated to the Members had no Regulatory Allocations been made. The Managing Member shall apply this Section 3.4 at such times and in whatever order, and shall divide allocations made pursuant to this
Section 3.4 among the Members in such manner, as it determines is likely to minimize any economic distortions that might otherwise be caused by the Regulatory Allocations.

3.5.1 Tax allocations for each fiscal year or other accounting period of the Company shall be made consistent with the allocations of Profit and Loss and items specially allocated pursuant to Sections 3.3 and 3.4 for such year or period, except that, solely for tax purposes, (i) items of income, gain, loss and deduction with respect to Company assets reflected hereunder in the Members' Capital Accounts and on the books of the Company at values that differ from the Company's adjusted tax bases in such assets shall be allocated among the Members so as to take account of those differences pursuant to the "traditional method with curative allocations" set forth in Section 1.704-3(c) of the Regulations and in such manner as the Managing Members reasonably determine is in accordance with the principles of Section 704(c) of the Code and with Sections 1.704-
1(b)(2)(iv)(f), 1.704-1(b)(2)(iv)(g), 1.704-1(b)(4)(i) and 1.704-3 of the Regulations, and (ii) adjustments made pursuant to Section 734(b) or Section 743(b) of the Code shall be taken into account.

3.5.2 The Members are aware of the federal income tax consequences of the allocations made by this Article Three and agree to report their shares of Company income and loss for income tax purposes in accordance with this Article Three.

3.6.1 Subject to Sections 3.7, 3.8 and Article Five, Available Cash for each fiscal year (or fractional portion thereof) shall be distributed to the Members at such time or times determined by the Managing Members (but not less often than annually) in proportion to their respective allocations of Net Operating Profits and Net Realized Capital Gains as determined

pursuant to ARTICLE III; provided, however, that Available Cash may first be applied to the payment of expenses incurred by the Company in the sale or other disposition of Portfolio Securities or any other expenses with respect to which the Company does not receive sufficient cash to pay such expenses. In the event the Company is unable, for any reason, to pay any portion of such expenses, the amount not paid shall be carried forward, as a priority item, without interest, to be paid out of Available Cash or on liquidation. Final distributions of Available Cash for each Fiscal Year, determined in accordance with the provisions of this Section 3.6, shall be made as soon as practicable following such Fiscal Year.

3.6.2 In addition to any other obligations hereunder including that set forth in Schedule 5.2(h), the Managing Members shall endeavor (if practical and reasonable to do so in light of the circumstances of the Company) to distribute, if available, sufficient amounts of Available Cash to the Members in accordance with this Section 3.6 to enable such Members to make timely payment of any Federal, state, local and foreign income tax liabilities incurred by them as a result of their participation in the Company.

3.7.1 Upon the liquidation of the Company, the assets of the Company shall first be applied to the payment of, or the establishment of adequate reserves or other provision for the payment of, the debts and obligations of the Company. Thereafter, there shall be made a final allocation of Profit or Loss, as the case may be, and other items to the Members' Capital Accounts in accordance with Sections 3.1 through 3.4. The assets of the Company (or the proceeds of sales or other dispositions in liquidation of assets of the Company) remaining after the payment or other provision for the Company's debts and obligations shall then be distributed to the Members in proportion to the positive balances in their Capital Accounts determined after the final allocation of Profit or Loss and other items to Capital Accounts has been made. Amounts reserved or otherwise set aside in connection with the Company's liquidation for the payment of Company debts and obligations shall be distributed to the Members, in the same proportions that such amounts would have been distributed hereunder if distributed upon the Company's liquidation, as soon as practicable. No Member shall be required or otherwise obligated to restore or contribute any deficit balance in such Member's Capital Account upon the liquidation of the Company.

3.7.2 The Managing Members, or an authorized liquidating trustee if one is appointed, may distribute assets of the Company in kind upon the liquidation of the Company. Any asset to be distributed in kind shall be distributed on the basis of its Fair Market Value as determined in accordance with the provisions of Section 3.9. For purposes of making the final allocation of Profit or Loss, and other items required by Section 3.7.1, any asset other than cash that is to be distributed to one or more Members in kind shall be treated as having then been sold by the Company for its Fair Market Value as determined in accordance with the provisions of Section 3.9. Each Member who receives an interest in any Company asset distributed hereunder

shall hold his interest in such asset as a tenant-in-common with all other Members who receive an interest in such asset.

3.8.1 The Managing Members, upon the affirmative vote of a Majority of the Managing Members, shall distribute to the Members Portfolio Securities which are Marketable Securities, unless the Capital Member determines that a distribution of such securities would not serve the best interests of the Company. The Managing Members shall notify the Members each time a Portfolio Security becomes a Marketable Security. The Managing Members shall not distribute Portfolio Securities that are not Marketable Securities at any time other than upon the liquidation of the Company.

3.8.2 With respect to securities distributed in kind to the Members in liquidation or otherwise, (i) any unrealized appreciation or unrealized depreciation in the values of such securities shall be deemed to be realized by the Company immediately prior to the liquidation or other distribution event; and (ii) such appreciation or depreciation shall be allocated to the Members as part of the allocation of Profit or Loss, as the case may be, for the year of the distribution in accordance with Sections 3.1 through 3.4 hereof, and treating any property so distributed as a distribution of an amount in cash equal to the Fair Market Value of the property determined pursuant to Section
3.9. For the purposes of this Section 3.8.2, "unrealized appreciation" or "unrealized depreciation" shall mean the difference between the fair market value of such assets and the adjusted basis of such assets for Federal income tax purposes (or, in the case of any asset that is reflected on the books of the Company at a value that is different from the Company's Federal tax basis in such asset in compliance with the Regulations, the value of such asset as shown on the Company's books). This Section 3.8.2 is merely intended to provide a rule for allocating unrealized gains and losses upon a liquidation or other distribution event, and nothing contained in this Section 3.8.2 or elsewhere in this Agreement is intended to treat or cause such distributions to be treated as sales for value.

3.8.3 The Managing Members may cause certificates evidencing any securities to be distributed to be imprinted with legends as to such restrictions on transfers that it may deem necessary, including legends as to applicable Federal or state securities laws or other legal or contractual restrictions, and may require any Member to which securities are to be distributed to agree in writing that such securities will not be transferred except in compliance with such restrictions and applicable law.

For all purposes of this Agreement, the Fair Market Value of securities and other property of the Company shall be determined as follows:

3.9.1 Marketable Securities shall (i) if traded on a national securities exchange, be valued at their last sales price on such exchange on which such Marketable Securities shall have traded on the last trading day on which such Marketable Securities were traded immediately preceding the date of determination, or (ii) if the trading of such Marketable Securities is reported through the National Association of Securities Dealers Automated Quotation System, such Marketable Securities shall be valued at the last sale price as shown by the National Association of Securities Dealers Automated Quotation System on the last trading day on which such Marketable Securities were traded immediately preceding the date of determination.

3.9.2 All property other than Marketable Securities shall be valued by the Managing Members in good faith. Factors considered in valuing individual securities shall include, but need not be limited to, purchase price, estimates of liquidation value, the price at which Members receiving a distribution of securities will be able to sell them and the time at which such securities may be sold, the existence of restrictions on transferability, prices received in recent significant private placements of securities of the same issuer, prices of securities of comparable public companies engaged in similar businesses and changes in the financial condition and prospects of the issuer.

3.9.3 Upon any valuation of securities or other property of the Company pursuant to Section 3.8, the Managing Members shall notify the Capital Member in writing of the Fair Market Value of such securities or other property as determined by the Managing Members in accordance with the provisions of Section
3.9. The Capital Members shall, not more than ten Business Days after the receipt of such notice from the Managing Members, furnish notice in writing to the Managing Members stating whether or not it has approved or has not approved the Managing Members' valuation. If the Capital Members approve such valuation (or shall have failed to provide the Managing Members with the aforementioned notice within such ten Business Days), such valuation shall constitute the Fair Market Value of such property for all purposes hereof. If the Capital Members does not approve such valuation, and if the Managing Members and the Capital Members cannot agree on a valuation within five Business Days (or such other period of time as the Managing Members and the Capital Members may determine) of the date on which the Capital Members advise the Managing Members that they have not approved such valuation, the Managing Members and the Capital Members shall jointly select an independent appraiser who shall be retained to determine, as promptly as practicable, the Fair Market Value of the property to be distributed. The Company shall pay the expenses of such appraiser.

ARTICLE FOUR

MANAGEMENT; PAYMENT OF EXPENSES

The Managing Members of the Company shall initially be David S. Wetherell, Guy A. Bradley, Jonathan Callaghan, Andrew Hajducky, and Peter H. Mills.

The management, policy and operation of the Company shall be vested exclusively in the Managing Members who shall perform all acts and enter into and perform all contracts and other undertakings which they deem necessary or advisable to carry out any and all of the purposes of the Company. Except as may otherwise be required by law, all actions which Managing Members are permitted or required to take hereunder shall require the approval of a Majority of the Managing Members. Without limiting the foregoing general powers and duties, and except as is otherwise expressly set forth herein, the Managing Members are hereby authorized and empowered on behalf of the Company and, as relevant herein, is required:

(1) To identify investment opportunities for the Company, negotiate and structure the terms of such investments, arrange additional financing needed to consummate such investments and monitor such investments.

(2) To invest the assets of the Company in accordance with the purposes set forth herein in the securities of any organization, domestic or foreign, without other limitation as to kind and without other limitation as to marketability of the securities, and pending such investment, to invest the assets of the Company in Temporary Investments.

(3) To exercise all rights, powers, privileges and other incidents of ownership with respect to the Portfolio Securities, including, without limitation the voting of such Portfolio Securities, the approval of a restructuring of an investment, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matters.

(4) To sell, transfer, liquidate or otherwise terminate investments made by the Company.

(5) To employ or consult brokers, accountants, attorneys, or specialists in any field of endeavor whatsoever, including, subject to the provisions of Article Six, such persons or firms who may be Members.

(6) To deposit any funds of the Company in any bank or trust company or money market fund provided that, in the case of any bank or trust company such bank or trust company qualifies as a Financial Institution and in the case of any money market fund such fund would qualify as a money market fund in which the Company may make a Temporary Investment, and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Company; provided, however, that from time to time, in order to facilitate any transaction, any of the said securities, monies, documents and papers belonging to or relating to the Company may be deposited in and entrusted to any brokerage firm that is a member of the New York Stock Exchange and which has minimum net capital of $10 million as calculated in accordance with the Securities Exchange Act of 1934.

(7) To determine, settle and pay all expenses, debts and obligations of and claims against the Company and, in general, to make all accounting and financial determinations and decisions.

(8) To provide bridge financing to Portfolio Companies.

(9) To enter into, make and perform all contracts, agreements and other undertakings as may be determined to be necessary or advisable or incident to the carrying out of the foregoing objectives and purposes, the execution thereof by the Managing Member to be conclusive evidence of such determination.

(10) To execute all other instruments of any kind or character which the Managing Member determines to be necessary or appropriate in connection with the business of the Company, the execution thereof by the Managing Member to be conclusive evidence of such determination.

(11) To make Follow-on Investments in Portfolio Companies from either Capital Contributions called from the Members pursuant to Section 2.1 or Available Cash.

(12) To guarantee obligations of Portfolio Companies.

(13) To interpret and construe the terms, conditions and other provisions of this Agreement or any agreement entered into in connection herewith such construction or interpretation to be binding on the Members.

Notwithstanding any other provision of this Agreement, the Managing Members shall have no authority without the Consent of the Capital Members to (i) do any act that is in contravention of this Agreement or that is not consistent with the purposes of the Company, (ii) do any act that would make it impossible to carry on the ordinary business of the Company, (iii)

guarantee obligations of Portfolio Companies, (iv) to provide bridge financing to any Portfolio Company, or (v) invest more than 25% of the aggregate Capital Commitments in the securities of any one issuer. Other than as set forth in this
Section 4.3 or elsewhere in the Agreement, the Capital Members shall not participate in the management, operation or control of the Company.

The Managing Members and the Capital Members shall be entitled to indemnity from the Company for any liability incurred and/or for any act performed by any of them within the scope of the authority conferred on them, by this Agreement, and/or for any act omitted to be performed, provided, however, that no indemnification shall be available in the event that any such Managing Member or Capital Member shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Company. Indemnification hereunder shall include all reasonable expenses incurred, including reasonable legal and other professional fees and expenses.

The Company shall be responsible for and shall pay all fees and reasonable expenses of the Company, including without limitation: (i) out-of-pocket expenses incurred and fees paid by the Company or the Managing Members in connection with the formation of the Company and the offering and distribution of interests therein; and (ii) expenses which relate to office space, supplies and other facilities of its business and salary, fees and expenses of officers, employees, consultants, outside counsel and accountants and similar outside advisors; provided that, with respect to consummated investments, it is expected, and the Managing Members will use their reasonable best efforts to ensure that such fees and expenses are paid by the Portfolio Company in which the investment is made.

ARTICLE FIVE

MANAGING MEMBERS

Set forth on the signature pages hereto are the names of the Managing Members. Each Managing Member shall possess a Carried Interest Percentage determined pursuant to this Article Five with respect to such Managing Member's Vested Units. A Managing Member's Carried Interest Percentage shall, subject to the provisions of this Article Five, entitle such Managing Member to allocations of Profits and distributions of Available Cash, Marketable Securities and other assets of the Company pursuant to Article Three.

(b) The Carried Interest Percentage of each Managing Member (including Former Managing Members to the extent that they have not forfeited their Vested Units as hereinafter provided) with respect to the allocation of Profits and Losses of the Company as determined pursuant to the provisions of this Agreement shall be determined at any time or from time to time by dividing the number of Units (including Unvested Units) owned by that particular Managing Member by the total number of Units (including Unvested Units) owned by all Managing Members (including Former Managing Members to the extent they have not forfeited their Units as hereinafter provided).

(c) That portion of any allocation of Profits and Losses of the Company which is attributable to Unvested Units which have not been forfeited shall be added to the Capital Account maintained by the Company for each respective Managing Member and shall be accompanied by a corresponding allocation of all tax items but shall not be distributed to such Managing Member except to the extent that such Units have vested. As of any distribution date, each Managing Member shall therefore be entitled to receive (subject to the terms and conditions of this Agreement) distributions of Available Cash pursuant to Section 3.6 only to the extent of (i) his or her vested percentage (determined by dividing his or her Vested Units as of the distribution date by the total of his or her Vested and Unvested Units as of such date) of all amounts allocated to such Capital Account up to the distribution date less (ii) any prior distributions. Any Managing Member whose relationship with the Company is terminated as provided in Section 5.3 below (a "Former Managing Member"), shall forfeit all of his or her Units to the extent that such Units are unvested at the time of

termination but shall retain that portion of his or her Capital Account, if any, which is at that time held with respect to Vested Units. Such Managing Member shall become a Former Managing Member and shall retain his or her Vested Units subject to the terms and conditions of this Agreement. A Managing Member whose relationship with the Company is terminated for Cause as hereinafter defined, shall immediately forfeit all of his or her Vested and Unvested Units and shall forfeit that portion of his or her Capital Account, if any, which is at that time held in suspense pending vesting of such Unvested Units, but shall retain that portion of his or her Capital Account, if any, which is at that time held with respect to Vested Units. The Managing Members shall invest Available Cash that would otherwise be distributable to the Managing Members pursuant to
Section 3.6 but which arises with respect to Unvested Units of the Managing Members and is retained by the Partnership in Temporary Investments pending the vesting of Unvested Units or other distribution events pursuant to this Section 5.2.

(d) No portion of any Carried Interest Percentage allocation shall be made with respect to Vested or Unvested Units which have been forfeited as hereinafter provided, but any such previously allocated portion (to the extent not previously distributed) shall be reallocated to the Capital Members in proportion to their respective Percentage in Interest as set forth on Schedule I for subsequent allocation to existing or additional Managing Members as may be determined by the Capital Members in their sole discretion.

(e) Any Units belonging to any Former Managing Members must only be Units which were Vested Units belonging to such Former Managing Members at the time of his or her termination. No Units shall vest whatsoever in a Managing Member after his or her partnership relationship with the Company has terminated for any reason whatsoever.

(f) Additional Units may be awarded from time to time by the Managing Members or by the Capital Members to one or more Managing Members and to one or more additional Managing Members but only with the approval of a Majority of the Managing Members. Furthermore, the Managing Members may reallocate Units (both vested and unvested) among the Managing Members but only with the approval of a Majority of the Managing Members provided that no Managing Member shall give up any Units (either vested or unvested) without his or her consent, except as herein provided with respect to termination). The Managing Members may accelerate the vesting of any Units for any one or more of the Managing Members or by fulfillment of such conditions as the Managing Members shall approve or otherwise, but only with the approval of a Majority of the Managing Members. The Managing Members may also attach conditions or restrictions to the award or vesting of Units with respect to any Managing Members but only with the approval of a Majority of the Managing Members.

(g) Upon the discontinuance of the activities of the Company, or the discontinuance by the Parent or any of its Affiliates, of activities related to the funding of additional investment funds after the Company has been fully invested, and with the approval of a Majority of the Managing Members, the Unvested Units belonging to the Managing

Members shall all become Vested Units, provided, however, that the provisions of Sections 5.2(e) and 5.3 shall nonetheless control in the case of Former Managing Members.

(h) The Members acknowledge that as a result of the vesting provisions of this Section 5.2, the Managing Members shall be allocated Profit with respect to Unvested Units in a year in which there is no distribution of Available Cash with respect to such Unvested Units. The Managing Members shall, accordingly, use their best efforts to distribute Available Cash to the Managing Members each year in an amount equal to the product of each Managing Member's allocation of Profit with respect to his or her Unvested Units and the highest marginal federal and state income tax rates applicable to a resident of Massachusetts. This provision shall be in addition and in priority to the tax distribution provision set forth in Section 3.6.2.

(a) In the event of termination of a Managing Member's employment relationship with the Company (i) by a Managing Member voluntarily, or (ii) by the Capital Members with the concurrence of a Majority of the Members but otherwise in their sole discretion for any reason or for no reason except for Cause as hereinafter defined, or (iii) by the death of a Managing Member, or
(iv) by the Capital Members on account of the continuous disability of a Managing Member for a period of more than three (3) months (provided that the Capital Members determine in their sole discretion that such Managing Member cannot continue to fulfill his or her executive responsibilities to the Company on account of such disability and gives such Managing Member at least thirty
(30) days notice of such determination), then in each such case such Managing Member's employment relationship with the Company and status as a Managing Member shall terminate forthwith and said Managing Member shall become a Former Managing Member and shall retain his or her Vested Units for purposes of determining his or her Vested Carried Interest Percentage at any time and from time to time, but said Former Managing Member shall forfeit all of his or her Units to the extent not vested at the time of termination. In the event of termination of a Managing Member's employment relationship with the Company by the Capital Members in their sole discretion for Cause as hereinafter defined, then such Managing Member's employment relationship with the Company and status as a Managing Member shall terminate forthwith and said Managing Member shall not become a Former Managing Member but rather shall forfeit all of his or her Units both vested and unvested and shall forfeit in its entirety such Managing Member's Vested Carried Interest Percentage and any and all other interests he or she may have in the Company or in any Capital Account held for the benefit of such Managing Member pursuant hereto except that said Managing Member shall retain that portion of his or her Capital Account, if any, which is at that time held with respect to Vested Units and shall also retain the right to participate to the extent of his or her Vested Units at the time of his or her termination in the Carried Interest Percentage but only to the extent of any Profit or Loss with respect to Portfolio Company Securities owned by the Company at the time of his or her termination for Cause. The status of a Former Managing Member and his or her

relationship as such with the Company may also be terminated by the Capital Members in their sole discretion at any time for Cause as hereinafter defined, in which event the Former Managing Member shall immediately forfeit all of his or her Vested Units and shall forfeit in its entirety such Former Managing Member's Vested Carried Interest Percentage and any and all other interests he or she may have in the Company or in any Capital Account held for the benefit of such Former Managing Member pursuant hereto except that said Managing Member shall retain that portion of his or her Capital Account, if any, which is at that time held with respect to Vested Units.

(b) Cause. For purposes of this Agreement, termination of a Managing Member's employment relationship with the Company and status as a Managing Member or status as a Former Managing Member for Cause shall be determined in each instance in the sole discretion of the Boards of Directors of the Capital Members and shall mean:

(i) conviction for, or plea of nolo contenders to, (A) a felony, whether or not business related, which may injure the business or reputation of the Company, the Capital Member or an Affiliate of either of them, or (B) a crime of moral turpitude;

(ii) theft or embezzlement of assets of the Company, the Capital Member or an Affiliate of either of them;

(iii) a material breach of any agreement between the Managing Member and the Company, the Capital Member or an Affiliate of either of them including, without limitation, any violation of the non-competition covenant hereinafter set forth in Section 5.5 (the "Non-Competition Covenant");

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

(v) gross neglect of duties or responsibilities as an employee of the Company or as a Managing Member, or dishonesty or incompetence, or willful misconduct, which in any case seriously and adversely affects the business of the Company or of the Capital Members or of an Affiliate of either of them but only if there has been a good faith determination by the Boards of Directors of the Capital Members that such neglect or misconduct or dishonesty or incompetence has occurred.

Termination for Cause can only be effected by the Boards of Directors of the Capital Members by notice to the Managing Member, which notice must be given within five (5) days following a hearing before the Board at which the Managing Member will have an opportunity to answer the charges constituting Cause. The hearing before the Board can be held only after

at least twenty (20) days' written notice to the Managing Member (unless the Managing Member agrees to a shorter period) of the date and time of the hearing and the nature of the charges constituting Cause. At the time of a notice of the hearing or any time thereafter but prior to the Board's decision following the hearing, the Board may immediately relieve the Managing Member of his or her duties and responsibilities hereunder pending its decision.

(a) Upon a Change of Control, as hereinafter defined, the Company shall repurchase all, and not less than all, of the Units of each of the Managing Members and each of the Former Managing Members, at the individual election (an "Initial Election") of each Managing Member and each Former Managing Member (such election to be exercised within two (2) months of the date of the Change of Control) for an aggregate purchase price per Unit (the "Change of Control Repurchase Price per Unit") equal to twenty percent (20%) of the fair market value of the Company (determined as if the Company were a publicly traded entity) in excess of the Capital Member's Unrecovered Capital (as calculated in accordance with Section 5.4(b), the "Fair Market Value of the Capital"), divided by the total number of Units (both vested and unvested) owned by the Managing Members and Former Managing Members at the time of the Change of Control.

(b) For purposes of determining the Change of Control Repurchase Price per Unit, the Fair Market Value of the Company (determined as if the Company were a publicly traded entity) shall be determined by an independent firm of investment bankers of national reputation (the "Appraiser"), the selection of which by either the Managing Members or the Capital Member is acceptable to both
(i) a majority of all the members of the Board of Directors of the Capital Member and (ii) a Majority of the Managing Members. The Appraiser must be selected within one (1) month of the date of the Change of Control. If a majority of all the members of the Board of Directors of the Capital Member and a Majority of the Managing Members fail to select an Appraiser, then each shall select an independent firm of investment bankers of national reputation and those two firms shall select an Appraiser in no case more than two (2) months following the date of the Change of Control. The Fair Market Value of the Company shall be (i) the fair market value of the Company determined by the Appraiser as if the Company were a publicly traded entity at the time of the Change of Control (ii) less the Capital Member's Unrecovered Capital. In determining the Fair Market Value of the Company as if it were a publicly traded entity, the Appraiser shall give primary and substantial weight as a relevant frame of reference to the fair market value of the Company determined in accordance with the following methodology:

(i) The Appraiser shall first determine the consideration or value belonging or accruing to all the stockholders of the Parent as the ultimate owners of both (A) 100% of the Unrecovered Capital and 20% of the profits of the Company and (B) all the other assets of the Parent, at the time of the Change of Control, which consideration or value shall be deemed to be equal to the Common Stock Price, as hereinafter defined,

multiplied by the number of shares of Common Stock of the Parent outstanding at the time of the Change of Control determined after giving effect to (X) the conversion of all convertible securities of the Parent and (Y) the exercise of all options, whether or not exercisable, outstanding at such time.

(ii) The Appraiser shall then deduct from that consideration or value (A) all cash, cash equivalents and the amount of any invested cash held directly or indirectly by the Parent (including, without limitation, all Unrecovered Capital of the Company as appearing on the books of the Company) and (B) the fair market value of the Parent's other core businesses (excluding the Company and its Investments, Portfolio Companies and other activities) comprised of companies, tangible assets and operating divisions to the extent owned by the Parent (determined as if these other core businesses were, in the aggregate, a separate publicly traded entity), the fair market value of which shall also be determined by the Appraiser as of the time of the Change of Control. The purpose of this calculation is to determine the value of the Company considered as if it were a publicly traded entity at the time of the Change of Control by determining that portion of the value of the Parent as measured by the Common Stock Price (less cash, cash equivalents and the amount of any invested cash including the Unrecovered Capital of the Company and the appraised value of the Parent's interest in other core businesses) which reflects the value of all the Company's Internet-related Investments, Portfolio Companies and activities which have been invested in by the Company determined as if the Company were a publicly traded entity owned by the stockholders of the Parent immediately prior to the time of the Change of Control with the remainder of the value of the Parent as measured by the Common Stock Price reflecting the value of the Parent's other core businesses (excluding the Company and its investments, Portfolio Companies and other activities) determined as if those other core businesses were a separate publicly traded entity also owned by the stockholders of the Parent immediately prior to the time of the Change of Control.

The Appraiser must first determine the Fair Market Value of the Company determined as if it were a publicly traded entity by applying the methodology set forth above, since this is the best available evidence of the actual value of the Company as if it were a publicly traded entity at the time of the Change of Control to the extent that the Common Stock Price reflects the Fair Market Value of the Company. Thereafter, the Appraiser, in its discretion, may also (but need not) consider and take into account the following criteria in descending order of importance:

(x) The fair market value of other publicly traded entities dealing primarily in Internet-related investments and activities of a kind similar to those of the Company; and

(y) The Fair Market Value of the Company (determined as if the Company were a publicly traded entity) taken as a whole after taking into account the future earnings potential business prospects of all its various Internet-related investments and

activities taken as a whole, with particular emphasis on the Company's business plan and strategy for implementing that plan, taken as a whole, and the general market conditions in the venture capital industry for Internet- related investments and activities of the kind owned by the Company.

In determining the Fair Market Value of the Company, the Appraiser in no event shall determine the individual value of each of the Portfolio Company Securities or Investments of the Company and then add these values together because such a methodology would fail to take into account the overall business plan and strategy of the Company to build a business comprised of Intemet- related investments and activities which complement and support each other as parts of an overall strategy for the development of an Internet business), but must in all events consider the Fair Market Value of the Company taken as a whole.

(c) Upon a Change of Control, as hereinafter defined, the Unvested Units belonging to the Managing Members shall all become Vested Units, provided, however, that the provisions of Sections 5.2(e) and 5.3 shall nonetheless control in the case of Former Managing Members.

(d) The Company, the Capital Members, and the Parent shall be jointly and severally liable to the Managing Members for the payment of the Change of Control Repurchase Price per Unit with respect to the Company's repurchase of the Vested Units pursuant to this Section 5.4.

(e) Upon the consummation of the repurchase by the Company of any of the Units of the Managing Members upon a Change of Control pursuant to the terms of this Section 5.4, the Managing Member may, in its sole discretion, and without the approval of the Managing Members (i) retire the repurchased Units or
(ii) admit additional Managing Members in accordance with Section 5.7 hereof and award to the additional Profit General Partners any or all of the repurchased Units.

(f) For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred when there has occurred a change of control of the Parent (i) which has not been approved by a majority of all the members of the Board of Directors of the Parent, or (ii) which has been approved by a majority of all the members of the Board of Directors of the Parent but which has not been approved by a Majority of the Members and which is likely by its terms to have a material adverse effect upon the business and prospects of the Company as currently, or planned to be, conducted, and which change of control in either event is of a nature that would be required to be reported in response to Items 6(e) or 14(i), (iv), or (v) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") provided that, in the case of a Change of Control reportable under Item 6(e), such Change of Control involves the acquisition by any "person" (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act, but expressly excluding David S. Wetherell) of beneficial ownership, directly or indirectly, of securities or

interests in the Parent which represent more than thirty percent (30%) of the combined voting power of the Parent's outstanding securities. For purposes of this Agreement, a "Change of Control" shall also be deemed to have occurred when there has occurred a change of control of the Capital Member (i) which has not been approved by a majority of all the members of the Board of Directors of the Parent, or (ii) which has been approved by a majority of all the members of the Board of Directors of the Parent but which has not been approved by a Majority of the Managing Members and which is likely by its terms to have a material adverse effect upon the business and prospects of the Company as currently, or planned to be, conducted, and which change of control in either event involves (i) the acquisition by any "person" (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership, directly or indirectly, of securities or interests in the Capital Member which represents more than fifty percent (50%) of the combined voting power of the Capital Member's outstanding securities, or (ii) a sale of all or substantially all of the assets of the Company or of the Capital Members, or (iii) either the merger or consolidation of the Company or the Capital Members with another entity which is the surviving entity of such merger or consolidation provided that such other entity, prior to such merger or consolidation, was not controlled directly or indirectly by the Parent.

(g) All fees and expenses associated with the appraisal process set forth above shall be paid by the Parent.

(h) Each Managing Member or Former Managing Member making an Initial Election to have his or her Units repurchased by the Company as provided in
Section 5.4(a) above following a Change of Control shall have one (1) month following the determination of the Change of Control Repurchase Price per Unit as provided above to reconsider and withdraw such Initial Election. Any withdrawal of an Initial Election must be made by the Managing Member or Former Managing Member by written notice to the Company within said one (1) month period. In the event any such Initial Election is not withdrawn in a timely manner, then it shall become final and binding on the parties and the Company shall proceed to repurchase the Units owned by such Managing Member or Former Managing Member within two (2) months following the date of the determination of the Change of Control Repurchase Price per Unit as provided above. In the event that any Managing Member or Former Managing Member fails to make a timely Initial Election (except for reasons beyond his or her control) to have his or her Units repurchased by the Company as provided in Section 5.4(a) above following a Change of Control, such right shall immediately become null and void and shall be of no further force or effect with respect to that Change of Control, but said Managing Member or Former Managing Member shall retain his or her rights hereunder with respect to any other or future Change of Control.

Each Managing Member agrees that during his or her employment by the Company and while, he or she is a Managing Member and for a period of three (3) years following termination of his or her employment relationship with the Company (i) by the Managing Member voluntarily, or (ii) by the Capital Member for Cause, such Managing Member will not, directly or indirectly: (A) recruit, solicit or induce, or attempt to induce, any employee or consultant of the Parent or of the Capital Member or of the Company or of any Portfolio Company or of any Affiliate of any of them to terminate his or her employment with, or otherwise cease any relationship with, the Parent or the Capital Member or the Company or any Portfolio Company or any Affiliate of any of them; or (B) solicit, divert, take away, or attempt to divert or take away, any investment opportunity with respect to any Portfolio Company or any investment opportunity with respect to any prospective investment or prospective portfolio company which the Capital Member or the Company contacted or solicited during such Managing Member's employment relationship with the Company. If any restriction set forth herein is found by any court to be unenforceable because it extends for too long a period of time, or over too great a range of activities, or over too broad a geographic area, the restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area which the court finds to be enforceable. Each Managing Member acknowledges and agrees that the restrictions contained in this Section 5.5 are necessary for the protection of the business and goodwill of the Parent and of the Capital Member and of the Company and of the Portfolio Companies and of the Affiliates of any of them and are considered by such Managing Member to be reasonable for such purpose and that his or her interest in the Company is being received partly in consideration for the foregoing non-competition covenant.

Each Managing Member shall enter into a Non-Disclosure and Invention Assignment Agreement with the Partnership in the form of Exhibit A attached hereto.

and each such Managing Member shall be bound by all the provisions hereof. Each additional Managing Member admitted pursuant to this Section 5.7 shall be deemed for purposes of all allocations pursuant to Article Three to have been admitted on the date of hire. Admission of an additional Managing Member in accordance with the terms hereof shall not be a cause of dissolution of the Company. Additional Managing Members shall be admitted to the Company only with the written consent of, and on the terms approved by, the Capital Member and a Majority of the Managing Members.

ARTICLE SIX

OTHER ACTIVITIES OF MEMBERS; CONFLICTS OF INTEREST

Each of the Managing Members hereby agrees to use its best efforts in connection with the purposes and objectives of the Company and to devote to such purposes and objectives such of their time and resources as shall be necessary for the management of the affairs of the Company. Subject to the other provisions of this Agreement, the Members and any of their respective Affiliates may act as a director, officer, employee or advisor of any corporation, a trustee of any trust, or a partner of any partnership; may receive compensation for its services as an advisor with respect to, or participation in profits derived from, the investments of any such corporation, trust or partnership; and may acquire, invest in, hold and sell securities of any entity. Neither the Company nor the Capital Member or any Managing Member shall have by virtue of this Agreement, any right, title or interest in or to such other corporation, trust, partnership, investment or security.

The Managing Members, the Parent of the Capital Member and its or their Affiliates may enter into contracts, commitments and agreements with Portfolio Companies consistent with Section 6.4 for the benefit of said Managing Member, the Parent of the Capital Member and/or its or their Affiliates.

The Managing Members shall be obligated to refer investment opportunities, consistent with the purposes and objectives of the Company, to the Company. Any determination as to the appropriateness of an investment opportunity for the Company or for an Affiliate of the Company or for the Parent of the Capital Member shall be made by the Capital Member.

No contract or transaction between any Capital Member or the Company and one or more of its Members or Affiliates, or between any Capital Member or the Company and any other corporation, partnership association or other organization in which one or more of its Members or affiliates are directors, officers or partners or have a financial interest, shall be void or voidable solely for this reason, or solely because the Members or affiliate is present at or participates in any meeting of directors or partners which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if:

(a) the material facts as to his, her or their interest as to the contract or transaction are disclosed or are known to the directors or the partners and the directors or the partners authorize in good faith the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or partner even though the disinterested directors or the disinterested partners be less than a quorum; or

(b) the material facts as to his, her or their interest and as to the contract or transaction are disclosed or are known to the partners or directors entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the partners or directors; or

(c) the contract or transaction is fair to the Capital Member or the Company or its or their Affiliates as of the time it is authorized, approved or ratified by the directors or the partners.

ARTICLE SEVEN

TRANSFERABILITY

(a) Either Capital Member may transfer or assign all or any part of its interest in the Company as set forth in this Section, and provided that the restrictions set forth in Section 7.2 do not apply, to a substitute Member ("Substitute Member"). A transferee or assignee of the Capital Member's interest in the Company that does not comply with the provisions of this Section 7.1 or is subject to the restrictions set forth in Section 7.2 shall not be admitted to the Company as a Substitute Member and shall have none of the rights of the Capital Member and the assigning or transferring Capital Member in such case shall remain fully liable for all obligations hereunder as if such assignment or transfer had not occurred. The assignee or transferee of the Capital Member's Interest in the Company (an "Assignee") shall have the right to become a Substitute Member only if the following conditions are satisfied:

(1) A duly executed and acknowledged written instrument of assignment shall have been delivered to the Company.

(2) The Capital Member and the Assignee shall have executed and acknowledged such other instruments and taken such other action as the Managing Members shall reasonably deem necessary or desirable to effect such substitution, including, without limitation, the execution by the Assignee of a transfer document and an appropriate amendment to this Agreement.

(3) The restrictions on transfer contained in Section 7.2 shall be inapplicable, and, if requested by the Managing Members, the Capital Member or the Assignee shall have obtained an opinion of counsel reasonably satisfactory to the Managing Members as to the legal matters set forth in that Section.

(4) The Capital Member or the Assignee shall have paid to the Company such amount of money as is sufficient to cover all expenses incurred by or on behalf of the Company in connection with such substitution.

(5) A Majority of the Managing Members shall have Consented, in their sole and absolute discretion, to such substitution.

Any assignment or transfer not in compliance with this Article Seven shall have no force or effect, and the assigning or transferring Member shall continue for all purposes under the Act and this Agreement to be a Member of the Company.

(b) No Managing Member may sell, assign or otherwise transfer all or any part of his or her interest as a Managing Member of the Company in any respect whatsoever except that (i) the interest of a Managing Member may be transferred to such Managing Member's spouse, children, grandchildren, parents or siblings or a trust or any other entity for the benefit of any of such persons or the Managing Member, and (ii) the interest of a Managing Member may be transferred by will or by the laws of descent and distribution to such Managing Member's estate or to his or her beneficiaries or heirs following the death of such Managing Member, provided that each and every such transferee agrees to be bound by all the terms and conditions of this Agreement applicable to Managing Members and Former Managing Members including, without limitation, those set forth in Article Three and Article Five.

Notwithstanding any other provision of this Agreement, except as otherwise provided in Section 7.1(b), no Member may assign or otherwise transfer all or any part of its interest in the Company, and no attempted or purported assignment or transfer of such interest shall be effective, unless (i) after giving effect thereto, the aggregate of all the assignments or transfers by the Members of Interests in the Company within the 12 month period ending on the proposed

date of such assignment or transfer would not equal or exceed 50% of the total Interests of the Member in the capital or profits of the Company, and such assignment or transfer would not otherwise terminate the Partnership for the purposes of section 708 of the Code, (ii) such assignment or transfer would not result in a violation of applicable law, including the federal and state securities laws, or any term or condition of this Agreement and, as a result of such assignment or transfer, the Company would not be required to register as an investment company under the Investment Company Act and (iii) if requested by the Managing Member, such Member shall deliver a favorable opinion of counsel satisfactory to the Managing Member that such transfer would not result in (x) a violation of the Securities Act of 1933 or any blue sky laws or other securities laws of any state of the United States applicable to the Company or the Interest to be transferred, (y) the Company being required to register, or seek an exemption from registration, under the Investment Company Act of 1940, and (z) the Company being deemed to be a "publicly traded partnership" within the meaning of Section 7704 of the Code.

ARTICLE EIGHT

LIABILITY OF MEMBERS; INDEMNIFICATION

8.1.1. The Managing Members shall not be liable to the Company or any Member for any act or omission taken by any Managing Member in good faith and in the belief that such act or omission is in the best interests of the Company; provided that such act or omission is not in violation of this Agreement and does not constitute negligence, misconduct, fraud or a willful violation of law by such Managing Member. The Managing Members shall not be liable to the Company or any other Member for any action taken by any other Member, nor shall any Managing Member (in the absence of negligence, misconduct, fraud or a willful violation of law by such Managing Member) be liable to the Company or any other Member for any action of any employee or agent of the Company provided that such Managing Member shall have exercised appropriate care in the selection and supervision of such employee or agent.

8.1.2 Whenever in this Agreement the Managing Members are permitted or required to make a decision (i) in their "discretion" or "sole discretion" or under a grant of similar authority or latitude, the Managing Members shall be entitled to consider only such interests and factors as they desire, including their own interests, and shall have no duty or obligation to give any consideration to any interests of or factors affecting the Company or any other Person, or (ii) in their "good faith" or under another express standard, the Managing Members shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

8.1.3 Notwithstanding Section 8.3 below, the Managing Members shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of

each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission and the Massachusetts Securities Division with respect to the issue of indemnification for securities law violations. The Company shall not incur the cost of that portion of any insurance, other than public liability insurance, which insures any party against any liability the indemnification of which is herein prohibited.

The liability of the Capital Members shall be limited to its uncalled Capital Commitment of such Capital Member, provided, that the Capital Members shall be liable for the return of any part of a distribution in respect of its Capital Contribution to the extent required by law.

The Managing Members and their respective partners, agents, employees and Affiliates and the Capital Members (the "Indemnitees") shall be and hereby are
(i) indemnified and held harmless by the Company and (ii) released by the other Members from and against any and all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions for which such Indemnitee has not otherwise been reimbursed (collectively, "Liabilities"), whether judicial, administrative, investigative or otherwise, of any nature whatsoever, known or unknown, liquidated or unliquidated, that may accrue to the Company or any other Member or in which any of the Indemnitees may become involved, as a party or otherwise, arising out of the conduct of the business or affairs of the Company by the respective Indemnitee or otherwise relating to this Agreement, provided that an Indemnitee shall not be entitled to indemnification or release hereunder if it shall have been determined by a court of competent jurisdiction, or in the case of an Indemnitee that is a Managing Member, its partners, agents, employees and Affiliates, it has been determined by the Capital Member, that (x) such person did not act in good faith and in a manner such person reasonably believed to be in the best interests of the Company and, in the case of a criminal proceeding, did not have reasonable cause to believe that his conduct was lawful, or (y) such Liabilities shall have arisen from a violation of this Agreement or the negligence, misconduct, fraud or willful violation of law by such Indemnitee, or actions of such Indemnitee outside the scope of and unauthorized by this Agreement, and provided further that an Indemnitee shall not be entitled to indemnification or release hereunder with respect to any liability arising in connection with its activities performed for or on behalf of any Portfolio Company, the securities of which have been sold or have been distributed to the Members pursuant to Section 3.9, if such activities were performed after the date on which such securities were sold or distributed. The termination of any proceeding by settlement shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that such person reasonably believed to be in the best interests of the Company or that the Indemnitee did

not have reasonable cause to believe that its conduct was lawful. Any indemnification right provided for in this Section 8.3 shall be retained by any removed Managing Member and its partners, agents, employees and Affiliates. The indemnification rights provided for in this Section shall survive the termination of the Company or this Agreement.

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

periods;

     9.1.2  the Consent of the Capital Members and a Majority of the Managing
Members;

     9.1.3  the sale or other disposition by the Company of all or substantially

all of its assets; or

9.1.3 the entry of a decree of judicial dissolution under Section 44 of the Act.

9.2.1 The Managing Members, or an authorized liquidating trustee for the Company if one is appointed, shall be responsible for the winding up and liquidation of the Company. Subject to Section 3.8, the Managing Members or such liquidating trustee shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation for the purpose of obtaining fair value for such assets, having due regard to the activity and condition of the relevant markets and general financial and economic conditions. Prior to the distribution of all of the assets of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.

9.2.2 Profit or Loss and other items arising from sales upon liquidation shall be allocated, and the proceeds of such liquidation shall be applied, as provided in Article Three.

9.2.3 In connection with the dissolution and liquidation of the Company, the Managing Members or authorized liquidating trustee shall file an instrument evidencing the cancellation of the Certificate in accordance with the Act.

ARTICLE TEN

CONSENTS, VOTING AND MEETINGS

Any Consent required by this Agreement may be given by:

10.1.1 a written consent given by the consenting Member and received by the Managing Members at or prior to the doing of the act or thing for which the Consent is solicited; or

10.1.2 the affirmative vote by the consenting Member to the doing of the act or thing for which the Consent is solicited at any meeting called and held pursuant to Section 10.2 to consider the doing of such act or thing.

Any matter requiring the Consent of the Members pursuant to this Agreement may be considered at a meeting held not less than 2 nor more than 10 days after Notification thereof shall have been given by the Managing Members to such Members or appointees, as the case may be. Any such Notification shall state briefly the purpose, time and place of the meeting. All such meetings shall be held at such reasonable times and places as the Managing Member shall designate.

The Managing Members shall give the Members Notification of any proposal or other matter required by any provision of this Agreement or by law to be submitted for the consideration and approval of the Members. Such Notification shall include any information required by the relevant provision of this Agreement or by law.

ARTICLE ELEVEN

BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS

The Company shall use the accrual method of accounting and its financial statements shall be prepared in accordance with generally accepted accounting principles. The Company's tax return shall be prepared on an accrual basis. The fiscal year of the Company shall end on July 31.

The Managing Members shall keep or cause to be kept complete and appropriate records and books of account. Except as otherwise expressly provided herein, such books and records shall be maintained on the basis used in preparing the Company's Federal income tax returns. Such information as is necessary to reconcile such books and records with generally accepted accounting principles shall also be maintained. The books and records shall be maintained at the principal office of the Company and shall be available for inspection and copying by any Member at its expense during ordinary business hours following reasonable notice.

Promptly after consummation of each investment in a Portfolio Company, the Managing Members shall prepare and deliver to each Member a description of such investment and the Portfolio Company in which it was made. Within forty-five
(45) days after the end of each calendar quarter, the Managing Members will prepare and deliver to each Member (i) an unaudited balance sheet and income statement of the Company for such quarter, accompanied by a report on any material developments in existing investments which occurred during such quarter and (ii) a statement showing the balance in such Member's Capital Account and a reconciliation of such balance. After the end of each fiscal year, the Managing Members shall cause an audit of the Company to be made by an independent public accountant of nationally recognized status of the financial statements of the Company for that year. Such audit shall be certified and a copy thereof shall be delivered to each Member within ninety (90) days after the end of each of the Company's fiscal years. Such certified financial statements shall also be accompanied by a report on the Company's activities during the year prepared by the

Managing Members. Within ninety (90) days after the end of each fiscal year, the Company will deliver to each Member the Managing Members' good faith estimate of the fair value of the Company's investments as of the end of such year, a statement showing the balances in each Member's Capital Account as of the end of such year, and such other information, reports and forms as are necessary to assist each Member in the preparation of his federal, state and local tax returns. The Managing Members shall give prompt notice to the Members if at any time the Company's general counsel or accountants withdraw or are replaced.

The Managing Members shall cause the Company to make such elections under the Code and the Regulations, including those permitted by Sections 709(b) and 754 of the Code, and state tax or similar laws as it shall determine to be in the Members' best interests.

ARTICLE TWELVE

DEFINITIONS

The defined terms used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this Article Twelve. The singular shall include the plural and the masculine gender shall include the feminine, the neuter and vice versa, as the context requires:

"@Ventures, Inc." means CMG@Ventures, Inc., a Delaware corporation.

"@Ventures, Inc. Loss" means, as of the end of any Fiscal Year, the excess of any Net Realized Capital Losses and/or Net Operating Losses allocated to @Ventures, Inc. pursuant to Section 3.1(b)(ii) and Section 3.2(b)(ii).

"Act" means the Delaware Limited Liability Company Act as amended from time to time, and any successor to such Act.

"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year or other accounting period determined after (i) crediting to such Capital Account any amounts which such Member is obligated to restore thereto hereunder or is deemed to be obligated to restore thereto pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations and (ii) debiting to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704- 1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

"Affiliate" means with respect to any Person, any officer, director, member, employee or partner of, or any Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

"Agreement" means this Operating Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

"Assignee" is as defined in Section 7.1.

"Available Cash" means amounts received by the Company from all sources including with respect to (including payments and distributions on and proceeds of dispositions of) interests in and assets of Portfolio Companies, net of (i) amounts necessary to pay all expenses, debts and obligations of the Company or to establish reserves therefor, and (ii) amounts deemed necessary by the Managing Members, in their sole discretion, to make Follow-on Investments pursuant to Section 4.2(11). Available Cash shall include the amount of any fees paid to the Company.

"Business Day" means any day, including Saturday, Sunday and any other day on which commercial banks in Boston, Massachusetts are required by law not to be open for business.

"Capital Account" means, with respect to any Member, the capital account established and maintained for such Member pursuant to Section 2.3.

"Capital Commitment" is as defined in Section 2.1.

"Capital Contribution" is as defined in Section 2.1.

"Capital Member Loss" means Net Operating Losses and Net Realized Capital Losses allocated to the Capital Members' Capital Accounts as provided in Sections 3.1 and 3.2.

"Carried Interest Percentage" is as defined in Section 5.2(a).

"Certificate" means the Certificate of Formation filed on behalf of the Company with the Secretary of State of the State of Delaware, as such certificate may be amended from time to time.

"Code" means the Internal Revenue Code of 1986, as amended, and, where applicable, any predecessor or successor thereto.

"Company" means CMG @ VENTURES II LLC.

"Consent" is as defined in Section 10.1.

"Financial Institution" means a bank, savings institutions, trust company, insurance company, pension or profit sharing trust, or similar entity which is a member of any group of such persons, having assets of at least $100 million, or other entity (other than an individual) a substantial part of whose business consists of investing in, purchasing or selling the securities of others.

"Fiscal Year" means the fiscal year ending on the last day of July in any year. In the case of the first and last fiscal years, the fraction thereof commencing on the date on which the Company is formed or ending on the date on which the winding up of the Company is completed, as the case may be.

"Follow-on Investment" means any investment, other than a Committed Investment, in Portfolio Securities of a Portfolio Company in which the Company holds, immediately prior thereto, Portfolio Securities.

"Investments" is as defined in Section 1.2.

"Loss" means for any fiscal year or other accounting period of the Company, the amount, if any, by which the Company's gross taxable deductions and losses exceed the Company's gross taxable income and gains. Calculations of Loss shall be consistent with calculations made for Federal income tax purposes and with the calculation of Profit.

"Managing Member Loss" means Net Operating Losses and Net Realized Capital Losses allocated to the Managing Members' Capital Accounts as provided in Sections 3.1 and 3.2.

"Majority of the Managing Members" means those Managing Members who then constitute in excess of 50% by number of all Managing Members.

"Marketable Securities" Securities (i) that are freely tradeable pursuant to a registration under the Securities Act of 1933, as amended, or an exemption therefrom, (ii) that immediately after giving effect to their distribution will not be subject to any contractual restriction on transfer, (iii) that will be traded on a national securities exchange or reported through the National Association of Securities Dealers Automated Quotation System, and (iv) that may be sold without regard to volume limitations.

"Net Operating Losses", with respect to any period, shall mean the excess of aggregate expenses incurred during (or attributable to) such period by the Company (other than expenses directly relating or attributable to the sale, purchase, exchange or distribution of Portfolio Securities) over the aggregate income earned during such period by the Company from all sources whatsoever (other than net gain from the sale, purchase, exchange or distribution of Portfolio Securities), such Net Operating Losses to be computed in accordance with applicable U.S. federal income tax accounting principles and (to the extent possible) with generally accepted accounting principles.

"Net Operating Profits", with respect to any period, shall mean the excess of aggregate income earned during such period by the Company from all sources whatsoever (other than net gain from the sale, purchase, exchange or distribution of Portfolio Securities) over all expenses incurred during (or attributable to) such period by the Company (other than expenses directly relating or attributable to the sale, purchase, exchange or distribution of Portfolio Securities), such Net Operating Profits to be computed in accordance with applicable U.S. federal income tax accounting principles and (to the extent possible) with generally accepted accounting principles.

"Net Realized Capital Gains", with respect to any period, shall mean the excess of gains, determined in accordance with U.S. federal income tax principles, on any sales or other dispositions of Portfolio Securities for such Fiscal Year over the losses, determined in accordance with federal income tax principles, on any sales or other dispositions of Portfolio Securities for such Fiscal Year.

"Net Realized Capital Losses", with respect to any period, shall mean the excess of losses, determined in accordance with U.S. federal income tax principles, on any sales or other dispositions of Portfolio Securities for such Fiscal Year over the gains, determined in accordance with federal income tax principles, on any sales or other dispositions of Portfolio Securities for such Fiscal Year.

"Notification" means a writing, containing the information required by this Agreement to be communicated to any Person, sent as provided in Section 13.2.

"Parent" means CMG Information Services, Inc., a Delaware corporation.

"Person" means any individual, corporation, Company, trust, unincorporated organization or association, or other entity.

"Portfolio Companies" means companies in which the Company makes investments in accordance with the provisions of this Agreement.

"Portfolio Securities" is as defined in Section 1.2.

"Profit" means for any period, the amount, if any, by which the Company's gross taxable income and gains and the amount of any fees earned by the Company, exceed the Company's gross taxable deductions and losses. The following amounts shall be included in determining Profit: any interest, dividend or similar distribution with respect to Portfolio Securities, and any and all payments arising out of the disposition of Portfolio Securities, including without limitation any option payment, lump sum payment, principal or interest paid or imputed under any promissory note, and any payment made pursuant to a royalty or earn-out arrangement or similar form of contingent payment. Calculations of Profit shall be consistent with calculations made for Federal income tax purposes, except that Profit shall be determined (i) by taking into account unrealized gains and losses with respect to Portfolio Securities that are revalued pursuant

to the penultimate sentence of Section 3.3 or distributed in kind hereunder,
(ii) with reference to the book value rather than the adjusted tax basis of any Portfolio Security that has been revalued pursuant to the penultimate sentence of Section 3.3, (iii) without regard to any amounts that are specially allocated pursuant to Article Three, (iv) without giving effect to any adjustments made pursuant to Sections 743 or 734 of the Code, (v) income of the Company that is exempt from Federal income tax and that is not otherwise taken into account in computing income or loss shall be added to Operating Income (Loss) and (vi) expenditures of the Company that are neither deductible for Federal income tax purposes nor allowable as additions to the basis of Company property (or that are so treated pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) shall be subtracted from such taxable income or loss.

"Regulations" means the Income Tax Regulations promulgated from time to time under the Code. References to specific sections of the Regulations shall be to such sections as amended, supplemented or superseded by Regulations currently in effect.

"Substitute Member" is as defined in Section 6.1.

"Temporary Investments" means

(i) Investments in direct obligations of the United States of America, or obligations of any instrumentality or agency thereof, payment of principal and interest of which is unconditionally guaranteed by the United States of America, having a final maturity or not more than 180 days from the date of issue thereof.

(ii) Investments in certificates of deposit or repurchase agreements having a final maturity not more than 180 days from the date of acquisition thereof issued by any bank or trust company organized under the laws of the United States of America or any state thereof having capital and surplus of at least $100,000,000;

(iii) Investments in money market funds; and

(iv) Commercial paper payable on demand or having a final maturity not more than 180 days from the date of acquisition thereof which has the highest credit rating of either Standard & Poor's Corporation or Moody's Investors Service, Inc.

"Unrecovered Capital" means amounts in the capital account of the Capital Account of the Capital Members up to the amount of its Capital Contribution, less any distributions of any amounts in the Capital Account of the Capital Members attributable to the Capital Contribution of the Capital Members previously made to the Capital Members pursuant to Article Three.

ARTICLE THIRTEEN

MISCELLANEOUS PROVISIONS

If the Company is subject to the rules set forth in Sections 6221 through 6233 of the Code, Andrew Hajducky shall be the "Tax Matters Partner" for the Company as defined in Section 6231(a)(7) of the Code. As Tax Matters Partner, Andrew Hajducky shall have all of the rights, duties, obligations and powers of a Tax Matters Partner, as so defined, set forth in Sections 6221 through 6233 of the Code.

13.2.1 Any Notification to a Member shall be at the address of such Member or appointee set forth in the books and records of the Company or such other mailing address of which such Member shall advise the Managing Member in writing. Any Notification to the Company or the Managing Member shall be at the principal office of the Company or the address of the Managing Member, as the case may be, as set forth in the books and records of the Company. The Managing Member may at any time change the location of its principal office. Notification of any such change shall be given to the Members on or before the date of any such change.

13.2.2 Any Notification shall be deemed to have been duly given if personally delivered or sent by United States mail or express mail service or by telegram confirmed by letter and will be deemed given, unless earlier received,
(1) if sent by certified or registered mail, return receipt requested, or by first-class mail, five calendar days after being deposited in the United States mails, postage prepaid, (2) if sent by United States Express Mail or other express mail service, two calendar days (other than Sundays and Federal holidays) after being deposited therein, (3) if sent by telegram or telecopy, on the date sent provided confirmatory notice is sent by first-class mail, postage prepaid, and (4) if delivered by hand, on the date of receipt.

This Agreement may be amended from time to time with the consent of a Majority of the Managing Members and the Capital Member. The Managing Member shall, within a reasonable time after the adoption of any amendment to this Agreement (but not longer than the period required by the Act), make any filings or publications if required by the Act or desirable to make such amendments.

The covenants and agreements contained herein shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties hereto.

The failure of any Member to seek redress for violation, or to insist on strict performance, of any covenant or condition of this Agreement shall not prevent a subsequent act which would have constituted a violation from having the effect of an original violation.

In the sole discretion of the Managing Member, the Members' Interests may be evidenced by certificates. In such case, the sale, assignment on other transfer of any Interest hereunder shall be accompanied by the surrender for cancellation and re-issuance of the certificate evidencing such Interest.

If certificates are issued evidencing the Members' Interests, each such certificate shall bear such legends as may be required by applicable federal and state laws, or as may be deemed necessary or appropriate by the Managing Member, to reflect restrictions upon transfer contemplated herein.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid or unenforceable in any jurisdiction, such provision or provisions shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof, or the application of the affected provision to Persons or circumstances other than those to which it was held invalid or unenforceable, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

This Agreement constitutes the entire agreement among the parties governing the relationship established hereby. This Agreement supersedes any prior agreement or understanding among the parties and may not be modified or amended in any manner other than as set forth herein or therein.

Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

This Agreement may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto notwithstanding that all the parties have not signed the same counterpart.

When used herein, pronouns and variations thereof shall be deemed to refer to the masculine, feminine or neuter or to the singular or plural as the identity of the Person or Persons referenced or the context may require.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Agreement is executed as of the date first above written by the Managing Members and by the Capital Members.

__________________________________    By:________________________________
David S. Wetherell                       Name:
                                         Title:


__________________________________    CMG@VENTURES, INC.
Guy A. Bradley


                                      By:________________________________
__________________________________       Name:
Jonathan Callaghan                       Title:



__________________________________
Andrew Hajducky


__________________________________
Peter H. Mills

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            Name                Percentage
            ----                ----------
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CMG@Ventures Capital Corp.         99%
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CMG@Ventures, Inc.                  1%
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