FIFTH AMENDMENT TO THE AMENDED AND RESTATED LLC AGREEMENT DATED SEPT. 30, 2002



 Exhibit 10.68 
  
 FIFTH AMENDMENT TO 
 AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT 
 OF 
 CMGI @VENTURES IV, LLC 
  
 THIS FIFTH AMENDMENT, dated as of the 30th day of September, 2002, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the
“Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Majority in Number of the persons named as Class B 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 undersigned hereby amend the Agreement as follows:

  
 1. Amendment to Schedule B. Schedule B to the
Agreement is hereby deleted, and Schedule B attached hereto is substituted therefor, in order to reflect that (i) effective as of September 30, 2002, the relationship of Lior Yahalomi with all Employers has terminated, and (ii) such
termination constitutes an Event of Forfeiture. Pursuant to and in accordance with the Agreement: (A) Mr. Yahalomi’s Profit Member Percentage Interest is reduced to zero, effective as of September 30, 2002, and (B) Mr. Yahalomi’s Vested
Percentage is 100%, and therefore, as a result of the occurrence of such Event of Forfeiture, (I) there shall be no modification of Mr. Yahalomi’s Investment Percentage Interest in any Investment in which he participates as of September 30,
2002 and (II) no portion of any amount held in any Vesting Escrow for the benefit of Mr. Yahalomi shall be forfeited. 
  
 Mr. Yahalomi shall continue to be subject to all other provisions of the Agreement, including without limitation, Section 6.06(b), and the fourth to 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 page follows.] 
  









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

  

	
	CLASS B MEMBERS (to be signed by a Majority in Number hereof):
	
	 /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



  

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 CMGI @VENTURES IV, LLC 
  
 SCHEDULE B 
  
 PROFIT MEMBERS AND PROFIT MEMBER PERCENTAGE INTERESTS 
  

			
	 Class B Members

	 	 Profit Member Percentage Interest


		
	 Denise W. Marks
	 	2.51828%
		
	 Peter H. Mills
	 	38.61358%
		
	 David J. Nerrow, Jr.
	 	30.21932%
		
	 Marc D. Poirier
	 	28.54047%
		
	 Former Profit Members (Class B)

	 	 Profit Member Percentage Interest


		
	 Jonathan Callaghan
	 	-0-
		
	 John Scott Case
	 	-0-
		
	 Gary Curtis
	 	-0-
		
	 Josh Daniels
	 	-0-
		
	 Lior E. Yahalomi
	 	-0-
		
	 Class C Members

	 	 Profit Member Percentage Interest


		
	 Charles Finnie
	 	NA
	 	 	See Section 3.03(c)
		
	 Lynne Haro
	 	0.02500%
		
	 Denise McCabe
	 	0.08335%

  

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	 Former Profit Members (Class C)

	 	 Profit Member Percentage Interest


		
	 Denise Ames
	 	-0-
		
	 Mainini Cabute
	 	-0-
		
	 Peter Cochran
	 	-0-
		
	 Matthew Jennings
	 	-0-
		
	 John LaBarre
	 	-0-
		
	 Cara McCauley
	 	-0-
		
	 Daniel Pawliw
	 	-0-
		
	 Jim Quagliaroli
	 	-0-
		
	 Suresh Ramakrishnan
	 	-0-
		
	 Lisa Scoma
	 	-0-
		
	 Janet Veino
	 	-0-

  

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