SECOND AMENDMENT TO LLC AGREEMENT DATED DECEMBER 31, 2000



 Exhibit 10.76 
  
 SECOND AMENDMENT TO 
 LIMITED LIABILITY COMPANY AGREEMENT 
 OF 
 @VENTURES PARTNERS III, LLC 
  
 THIS SECOND AMENDMENT, effective as of the 31st day of December, 2000, 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 persons named as Members on Schedule A to the
Agreement. 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. Treatment of Mr. Garlinghouse in Respect of Event of
Termination. Effective as of the date hereof, Mr. Garlinghouse’s relationship with all Employers has terminated, and such termination constitutes an Event of Forfeiture. The Members and Mr. Garlinghouse agree that, notwithstanding any
provision of the Agreement to the contrary, (i) such Event of Forfeiture shall not constitute a Clause Z Event, and (ii) Mr. Garlinghouse’s Vested Percentage shall equal 40%. Therefore, effective as of the date hereof, (a) Mr.
Garlinghouse’s Percentage Interest has been reduced to zero; (b) Mr. Garlinghouse’s Investment Percentage Interest in each Investment in which he participates has been reduced in accordance with Section 3.04(b)(ii) of the Agreement and the
Investment Percentage Interest of the other Members participating in such Investments shall be increased to the extent and in the manner provided in Section 3.04(b)(ii); and (c) any amount held in any Vesting Escrow for the benefit of Mr.
Garlinghouse which is attributable to the portion of his interest which has been forfeited effective as of the date hereof shall be forfeited as provided in Section 3.04(b)(iii). Mr. Garlinghouse shall continue to be subject to all other provisions
of the Agreement, including without limitation, Sections 3.01(b)(ii) and (iii), 3.04(b)(iv), 3.04(c) and 6.06(b), and the last sentence in the definition of the term “Event of Forfeiture.” 
  
 2. No Other Amendments. In all other respects, the Agreement is hereby
ratified and confirmed. 
  
 [Signature pages follow.] 

 









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

  

			
	CAPITAL MEMBER:
	
	CMG @VENTURES CAPITAL CORP.
		
	 By
	 	 /s/ Andrew J. Hajducky III

	 Name
	 	 Andrew J. Hajducky III

	 Title
	 	 CFO



  

			
	MANAGING MEMBERS:
	
	 /s/ Guy A. Bradley


	 Guy A. Bradley



  

			
	
	 /s/ Jonathan Callaghan


	 Jonathan Callaghan



  

			
	
	 /s/ Brad Garlinghouse        1/20/01


	 Brad Garlinghouse



  

			
	
	 /s/ Andrew J. Hajducky, III


	 Andrew J. Hajducky, III



  

			
	
	 /s/ Denise W. Marks


	 Denise W. Marks



  

			
	
	 /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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