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                                                                 EXHIBIT 10.2

                    AMENDMENT NO. 2 AND WAIVER TO CREDIT AND
                               GUARANTY AGREEMENT

            THIS AMENDMENT NO. 2 AND WAIVER TO CREDIT AND GUARANTY AGREEMENT,
dated as of September 26, 2006 (this "AMENDMENT"), by and among NaviSite, Inc.,
a Delaware corporation ("COMPANY"), the Subsidiaries of the Company party
hereto, as Guarantors ("GUARANTORS"), the Lenders (defined below) party hereto
and Silver Point Finance, LLC ("SILVER POINT"), as Administrative Agent
("ADMINISTRATIVE AGENT").

                                    RECITALS:

            WHEREAS, the Company, the Guarantors, the lenders party thereto (the
"LENDERS"), the Administrative Agent and Silver Point, as Collateral Agent, are
parties to that certain Credit and Guaranty Agreement dated as of April 11,
2006, as amended by that certain Amendment No. 1 to Credit and Guaranty
Agreement dated as of June 2, 2006 (the "CREDIT AGREEMENT"; capitalized terms
used and not defined herein shall have the meanings set forth in the Credit
Agreement); and

            WHEREAS, the Company has requested that the Lenders waive compliance
by the Company with Section 6.8(d) of the Credit Agreement (Maximum Consolidated
Capital Expenditures) for the Company's Fiscal Year ending July 31, 2006, and to
extend the time period for certain post-closing deliveries and the Lenders have
agreed to provide such waiver and extensions on the terms, and subject to the
conditions, set forth herein;

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

      Section 1 Amendment.

            The Section 5.1 of the Credit Agreement is hereby amended (i) by
redesignating subsection "(s)" thereof as subsection "(t)" and (ii) by adding a
new subsection "(s)" thereto, which shall read in its entirety as follows:

            (s) Location Reports; etc. Together with each delivery of financial
      statements of Company and each other Credit Party pursuant to Sections
      5.l(a), 5.1 (b), and 5.1 (c), a report specifying, (i) for each leased
      premises housing a co-location site, the price per square foot paid by the
      relevant Credit Party for such co-location site for such calendar month,
      (ii) for each premises housing a managed hosting site, the average price
      per server employed at such managed hosting site for such calendar month
      and (iii) with respect to the Credit Parties' professional services
      business, the average charge per billed consultant hour for such calendar
      month.

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      Section 2 Waiver.

            Upon the effectiveness of this Amendment in accordance with Section
4 hereof, each of the Lenders party hereto hereby waives compliance by the
Company with the requirements of Section 6.8(d) of the Credit Agreement (Maximum
Consolidated Capital Expenditures) for the Company's Fiscal Year ending July 31,
2006, and hereby further waives any Default or Event of Default that may have
arisen prior to the date hereof under Section 8(c) of the Credit Agreement in
connection with such non-compliance.

      Section 3 Extensions.

      Upon the effectiveness of this Amendment in accordance with Section 4
hereof, each of the Lenders party hereto hereby consents to the extensions of
the time periods contained on Schedule 5.15 of the Credit Agreement that are
reflected on Annex I hereto.

      Section 4 Conditions to Effectiveness of this Amendment.

            This Amendment shall be effective as of the date hereof, upon the
satisfaction (or waiver) of the following conditions precedent:

                (a) the Administrative Agent shall have received counterparts to
        this Amendment duly executed and delivered by the Company, each
        Guarantor and the Requisite Lenders;

                (b) the Company shall have paid all costs, fees and expenses
        incurred by the Administrative Agent in connection with the preparation
        of this Amendment;

                (c) after giving effect to this Amendment, no Default or Event
        of Default shall have occurred and be continuing; and

                (d) after giving effect to this Amendment, the representations
        and warranties contained herein and in the Credit Documents shall be
        true and correct in all material respects on and as of the date hereof
        to the same extent as though made on and as of such date, except to the
        extent such representations and warranties specifically relate to an
        earlier date, in which case such representations and warranties shall
        have been true and correct in all material respects on and as of such
        earlier date.

      Section 5 Representations and Warranties.

            The Company and each Guarantor hereby represent and warrant to each
Lender, the Administrative Agent and the Collateral Agent that (a) it is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (b) it has all requisite power and authority to
enter into is Amendment, (c) the execution, delivery and performance by it of
this Amendment (i) has been duly authorized by all necessary organizational
action and (ii) does not and will not (A) violate any provision of

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any law or any governmental rule or regulation applicable to it or any of the
Organizational Documents; (B) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation binding on it or (C) result in or require the creation
or imposition of any Lien upon any of its properties or assets and (d) this
Amendment has been duly executed and delivered by it and is its legally valid
and binding obligation, enforceable against it in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.

      Section 6 Miscellaneous.


            (a) The waivers set forth herein are effective solely for the
      purposes set forth herein and shall be limited precisely as written, and
      shall not be deemed to (i) be a consent to, or acknowledgment of, any
      amendment, waiver or modification of any other term or condition of the
      Credit Agreement or any other Credit Document or of the same provision of
      the Credit Agreement for any subsequent period or (ii) prejudice any right
      or remedy which the Administrative Agent, the Collateral Agent or any
      Lender may now have or may have in the future under or in connection with
      the Credit Agreement or any other Credit Document. This Amendment shall be
      construed in connection with and as part of the Credit Agreement, and all
      terms, conditions, representations, warranties, covenants and agreements
      set forth in the Credit Agreement, each other Credit Document and each
      other instrument or agreement referred to therein, except as herein
      waived, are hereby ratified and confirmed and shall remain in full force
      and effect.

            (b) Nothing contained in this Amendment shall extinguish the
      obligations for the payment of money outstanding under the Credit
      Agreement or discharge or release the Liens created under or affect the
      priority of any Collateral Document.

            (c) This Amendment may be executed in any number of counterparts and
      by different parties hereto in separate counterparts, each of which shall
      be deemed to be an original, but all of which taken together shall
      constitute one and the same agreement. Delivery of an executed counterpart
      of this Amendment by telefacsimile or a .PDF by electronic mail shall be
      equally as effective as delivery of an original executed counterpart of
      this Amendment. Any party delivering an executed counterpart of this
      Amendment by telefacsimile also shall deliver an original executed
      counterpart of this Amendment but the failure to deliver an original
      executed counterpart shall not affect the validity, enforceability, and
      binding effect of this Amendment.

            (d) Any provision of this Amendment which is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be
      ineffective to the extent of such prohibition or unenforceability without
      invalidating the

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remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

            (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
      CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
      NEW YORK GENERAL OBLIGATIONS LAW) THEREOF.

            (f) Each of the parties hereto agrees that no party hereto shall be
      deemed to be the drafter of this Amendment.

            (g) EACH GUARANTOR HEREBY CONSENTS TO THIS AMENDMENT AND HEREBY
      CONFIRMS AND AGREES THAT (A) NOTWITHSTANDING THE EFFECTIVENESS OF THIS
      AMENDMENT, ITS OBLIGATIONS UNDER SECTION 7 OF THE CREDIT AGREEMENT AND THE
      OTHER CREDIT DOCUMENT ARE, AND SHALL CONTINUE TO BE, IN FULL FORCE AND
      EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS AND (B) THE
      COLLATERAL DOCUMENTS TO WHICH IT IS A PARTY AND ALL OF THE COLLATERAL
      DESCRIBED THEREIN DO, AND SHALL CONTINUE TO, SECURE THE PAYMENT OF ALL OF
      THE OBLIGATIONS SECURED THEREBY.

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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                        Company:

                                        NAVISITE, INC.

                                        By: /s/ John J. Gavin Jr.
                                            -----------------------------
                                            Name: John J. Gavin Jr.
                                            Title: CFO and Treasurer

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                                        Guarantors:

                                        AVASTA, INC.
                                        CLEARBLUE TECHNOLOGIES
                                            MANAGEMENT, INC.
                                        CLEARBLUE TECHNOLOGIES/
                                            CHICAGO-WELLS, INC.
                                        CLEARBLUE TECHNOLOGIES/ LAS
                                            VEGAS, INC.
                                        CLEARBLUE TECHNOLOGIES/ LOS
                                            ANGELES, INC.
                                        CLEARBLUE TECHNOLOGIES/
                                            MILWAUKEE, INC.
                                        CLEARBLUE TECHNOLOGIES/ OAK
                                            BROOK, INC.
                                        CLEARBLUE TECHNOLOGIES/
                                            VIENNA, INC.
                                        CLEARBLUE TECHNOLOGIES/
                                            DALLAS, INC.
                                        CLEARBLUE TECHNOLOGIES/ NEW
                                            YORK, INC.
                                        CLEARBLUE TECHNOLOGIES/ SAN
                                            FRANCISCO, INC.
                                        CLEARBLUE TECHNOLOGIES/
                                            SANTA CLARA, INC.
                                        CONXION CORPORATION
                                        INTREPID ACQUISITION CORP.
                                        LEXINGTON ACQUISITION CORP.
                                        MANAGEDOPS.COM, INC.
                                        SUREBRIDGE ACQUISITION CORP.
                                        SUREBRIDGE SERVICES, INC.
                                        SITEROCK CORPORATION
                                        NAVISITE ACQUISITION
                                            SUBSIDIARY, INC.


                                        By: /s/ John J. Gavin Jr.
                                            -----------------------------
                                            Name: John J. Gavin Jr.
                                            Title: CFO and Treasurer

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                                          SILVER POINT FINANCE, LLC,
                                          as Administrative Agent

                                          By: /s/ Richard Petrilli
                                             -----------------------------
                                              Name: Richard Petrilli
                                              Title: Authorized Signatory

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                                          FIELD POINT I, LTD.,
                                          as a Lender

                                          By: /s/ Richard Petrilli
                                             -----------------------------
                                              Name: Richard Petrilli
                                              Title: Authorized Signatory

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                                          FIELD POINT III, LTD.,
                                          as a Lender

                                          By: /s/ Richard Petrilli
                                             -----------------------------
                                              Name: Richard Petrilli
                                              Title: Authorized Signatory

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                                          SPF CDO I, LLC,
                                          as a Lender

                                          By: /s/ Richard Petrilli
                                             -----------------------------
                                              Name: Richard Petrilli
                                              Title: Authorized Signatory

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                                   ANNEX I TO
                           AMENDMENT NO. 2 AND WAIVER

                Extension regarding certain Post-Closing Matters

As to existing lien filing related matters:

      (i) Company will provide to Administrative Agent on or before November 1,
2006, agreements terminating or releasing all copyright and trademark lien
filings made against SSI by Fleet National Bank or its successor, in form and
substance satisfactory to Lender; and

      (ii) on or before November 1, 2006, the Company will dissolve siteRock
Corporation or, in the alternative, cause all UCC-1 filings made against such
company as of the Closing Date to be terminated.

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