Sixth Amendment to Limited Liability Company Agreement dated February 3, 2003



 EXHIBIT 10.5 
  
 SIXTH AMENDMENT TO 
 LIMITED LIABILITY COMPANY AGREEMENT 
 OF 
 @VENTURES PARTNERS III, LLC 
  
 THIS SIXTH AMENDMENT, effective as of the 3rd day of February, 2003, to the Limited Liability Company Agreement dated as of June 30, 1999 (as amended to date, the “Agreement”), of @Ventures Partners III, LLC, a Delaware limited
liability company (the “LLC”), is by and among the Capital Member and all of the Managing Members of the LLC. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the
Agreement. 
  
 For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Members hereby amend the Agreement as follows. 
  
 1. Garlinghouse Transfer. The records of the LLC are hereby amended, in order to reflect that (i) effective as of the date of this Amendment,
Bradley Garlinghouse (“Garlinghouse”) has transferred all of his right, title and interest in and to the LLC, if any, to the LLC (the “LLC Interest”). The LLC Interest is that of Member for whom an Event of Forfeiture has
occurred, and such interest shall not be subject to the provisions of Section 3.04 or 6.06(b) of the Agreement. 
  
 2. Interests Acquired. Effective as of the date hereof, the LLC has also acquired from Garlinghouse certain interests in (i) @Ventures Expansion
Partners, LLC (“Expansion Partners”), (ii) @Ventures Investors, LLC (“Investors LLC”), (iii) @Ventures Expansion Investors, LLC (“Expansion Investors”) and (iv) CMGI @Ventures IV, LLC (“IV LLC”). The LLC
Interest, and all such other interests acquired on the date hereof, are hereinafter referred to as the “Garlinghouse Interests”. The Garlinghouse Interests shall not constitute Investments for purposes of the Agreement. 
  
 3. Definitions. The definition of the term “Other Cash
Receipts” included in Article I of the Agreement is hereby amended to read in its entirety as follows: 
  
 “Other Cash Receipts” means cash receipts of the LLC, exclusive of capital contributions of the Members, which the Voting
Managing Members reasonably determine are not allocable to Investments, provided that distributions of cash and property received in respect of the Garlinghouse Interests shall not constitute Other Cash Receipts.” 
  
 4. Amendment to Section 4.01(b). Section 4.01(b) of the Agreement is
hereby amended to read in its entirety as follows: 
  
 “(b) Subject to the provisions of Sections 4.02 and 9.02(b) below: (I) Distributable Cash and Property related to an Investment shall be distributed to the Members in proportion to their respective Investment Percentage Interests in
such Investment on the date the LLC makes such distribution; (ii) Distributable Other Cash shall be distributed to the Members in proportion to their respective Percentage Interests 







 on the date the LLC makes such distribution; and (iii) distributions of cash and property received in
respect of the Garlinghouse Interests shall be distributed to the following Members in the following proportions: 
  

				
	 Peter H. Mills
	  	36.01	%
	 David S. Wetherell
	  	36.01	%
	 CMG @Ventures Capital Corp.
	  	10.00	%
	 David J. Nerrow, Jr.
	  	8.99	%
	 Marc D. Poirier
	  	8.99	%”

  
 5 Amendment to
Section 5.01(a). Section 5.01(a) of the Agreement is hereby amended to read in its entirety as follows: 
  
 “(a) Net Profits and Net Losses shall be computed on an Investment by Investment basis as of the end of each fiscal year (or other
relevant period). Except as provided in Section 5.02 below (which shall be applied first) and Section 5.01(b) below, Net Profits and Net Losses attributable to a particular Investment shall be allocated among the Members in proportion to their
respective Investment Percentage Interests in such Investment. Net Profits and Net Losses attributable to Other Cash Receipts shall be allocated among the Members in proportion to their respective Percentage Interests. Net Profits and Net Losses
attributable to the Garlinghouse Interests shall be allocated among the Members in the following proportions: 
  

				
	 Peter H. Mills
	  	36.01	%
	 David S. Wetherell
	  	36.01	%
	 CMG @Ventures Capital Corp.
	  	10.00	%
	 David J. Nerrow, Jr.
	  	8.99	%
	 Marc D. Poirier
	  	8.99	%”

  
 6. No Other
Amendments. In all other respects, the Agreement is hereby ratified and confirmed. 
  
 [Signature page follows.] 
  

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 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

  

			
	CAPITAL MEMBER:
	
	CMG @VENTURES CAPITAL CORP.
		
	By	  	 /s/ Peter L. Gray


	Name	  	Peter L. Gray
	Title	  	Secretary


  

	
	MANAGING MEMBERS (to be executed by all
Managing Members):
	
	 /s/ Peter H. Mills


	Peter H. Mills
	
	 /s/ David J. Nerrow, Jr.


	David J. Nerrow, Jr.
	
	 /s/ Marc Poirier


	Marc Poirier
	
	 /s/ David S. Wetherell


	David S. Wetherell


  

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