AMENDMENT NO. 7 TO AMENDED AND RESTATED LLC AGREEMENT DATED FEBRUARY 3, 2003



 Exhibit 10.70 
  
 SEVENTH AMENDMENT TO 
 AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT 
 OF 
 CMGI @VENTURES IV, LLC 
  
 THIS SEVENTH AMENDMENT, dated as of the 3rd day of February, 2003, 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 (i) the Class A Member, (ii) Two-thirds in Number of the
Class B Members and (iii) @Ventures Partners III, 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 undersigned hereby amend the Agreement as follows: 
  
 1. Amendment to Schedules A and B. Schedule A and Schedule B to the Agreement are hereby deleted, and Schedule A and Schedule B attached hereto, respectively, are substituted
therefor, in order to reflect that (i) effective as of the date of this Amendment, Bradley Garlinghouse has transferred all of his right, title and interest in and to the LLC to @Ventures Partners III, LLC (the “Transferee”). The Class A
Member and Two-thirds in Number of the Class B Members hereby consent to such transfer and to the admission of the Transferee to the LLC as a substitute Member for purposes of Article VIII of the Agreement. The interest acquired by the Transferee is
that of a Former Profit Member, and such interest shall not be subject to forfeiture pursuant to Section 3.04 of the Agreement. 
  
 2. Agreement of Transferee. The Transferee, by its execution and delivery of this Amendment, hereby agrees to be bound by and subject to all of the
provisions of the Agreement in respect of the interest acquired by it on the date hereof, hereby ratifies and confirms all actions taken by the LLC to date, and hereby makes each of the representations and warranties contained in Section 2.10 of the
Agreement, as if they were set forth in their entirety herein. The Transferee hereby agrees and acknowledges that it has no right to participate in the conduct of the business or management of the LLC. 
  
 3. 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 A MEMBER
	
	 CMG @VENTURES CAPITAL CORP.

		
	 By
	 	 /s/ Peter L. Gray




			
	 Name
	 	 Peter L. Gray

	 Title
	 	 Secretary



  

			
	CLASS B MEMBERS (to be signed by Two-thirds in Number):
	
	 /s/ Peter H. Mills

 Peter H. Mills

	
	 /s/ David J. Nerrow, Jr.

 David J. Nerrow, Jr.

	
	 /s/ Marc Poirier

 Marc Poirier



  

			
	 TRANSFEREE:

	
	 @VENTURES PARTNERS III, LLC

		
	By	 	 /s/ Peter H. Mills



			
	 Name:
	 	 Peter H. Mills

	 	 	Managing Member

  

 - 2 - 








 CMGI @VENTURES IV, LLC  
  
 SCHEDULE A 
  
 NAMES AND ADDRESSES OF THE MEMBERS 
 AND VESTING
COMMENCEMENT DATES 
  

			
	 Class A Members

	 	 Vesting Commencement Date


	 CMG @ Ventures Capital Corp.
 100 Brickstone Square
 Andover, MA 01810
	 	NA

  

			
	 Class B Members

	 	 Vesting Commencement Date


	 @Ventures Partners III, LLC*
 100 Brickstone Square
 Andover, MA 01810
	 	NA
		
	 Jonathan Callaghan*
 263 Santa Rita
 Palo Alto, CA 94301
	 	11/10/99
		
	 John Scott Case*
 3723 Webster Street
 San Francisco, CA 94123
	 	6/16/00
		
	 Gary Curtis*
 7 Oak Arbor Road
 Orinda, CA 94563
	 	5/1/00
		
	 Josh Daniels*
 1465 Santa Cruz Avenue
 Menlo Park, CA 94025
	 	11/10/99
		
	 Denise W. Marks*
 One Orchard Lane
 Topsfield, MA 01983
	 	11/10/99
		
	 Peter H. Mills
 2 Sierra Lane
 Portola Valley, CA 94028
	 	11/10/99

  

 - 3 - 









			
	 David J. Nerrow, Jr.
 One Jay Lane
 Acton, MA 01720
	 	11/10/99
		
	 Marc D. Poirier
 160 Christian Way
 North Andover, MA 01845
	 	11/10/99
		
	 Lior E. Yahalomi*
 1024 Cathcart Way
 Stanford, CA 94305
	 	1/24/00

  

			
	 Class C Members

	 	 Vesting Commencement Date


		
	 Denise Ames
 123 Beacon Drive
 Milpitas, CA 95034
	 	 11/10/99

		
	 Mainini Cabute*
 1455 Latham Street
 Mountain View, CA 94041
	 	 12/1/99

		
	 Peter Cochran*
 342 King Street
 Redwood City, CA 94062
	 	 7/5/00

		
	 Charles Finnie*
 128 Alvarado Road
 Berkeley, CA 94705
	 	 1/31/00

		
	 Lynne Haro
 233 Vera Avenue
 Redwood City, CA 94061
	 	 2/22/00

		
	 Matthew Jennings*
 3833 Park Boulevard, #9
 Palo Alto, CA 94306
	 	 3/10/00

		
	 John LaBarre*
 1157 Meadowbrook Circle West
 Allentown, PA 18103
	 	 5/15/00




	*	Former Profit Member. 

  

 - 4 - 









			
	 Denise McCabe
 15 Babicz Road
 Tewksbury, MA 01876
	 	12/29/99
		
	 Cara McCauley*
 1209 Beacon Street, Apt. 6
 Brookline, MA 02146
	 	3/6/00
		
	 Daniel Pawliw*
 1681 Union Street
 San Francisco, CA 94123
	 	1/31/00
		
	 Jim Quagliaroli*
 40 Joy Street, Apt. 12
 Boston, MA 02114
	 	11/29/99
		
	 Lisa Scoma*
 184 Lyndhurst Avenue
 San Carlos, CA 94070
	 	10/16/00
		
	 Janet Veino*
 17 Charlemont Court
 Chelmsford, MA 01863
	 	11/10/99

  

 - 5 - 








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

			
	 Class B Members

	 	 Profit Member Percentage Interest


		
	 Peter H. Mills
	 	39.61220%
		
	 David J. Nerrow, Jr.
	 	31.00086%
		
	 Marc D. Poirier
	 	29.27859%
		
	 Former Profit Members (Class B)

	 	 Profit Member Percentage Interest


		
	 Jonathan Callaghan
	 	-0-
		
	 John Scott Case
	 	-0-
		
	 Gary Curtis
	 	-0-
		
	 Josh Daniels
	 	-0-
		
	 Denise W. Marks
	 	-0-
		
	 Lior E. Yahalomi
	 	-0-
		
	 @Ventures Partners III, LLC
	 	-0-
		
	 Class C Members

	 	 Profit Member Percentage Interest


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

  

 - 6 - 









			
	 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-

  

 - 7 -