Purchase and Contribution Agreement - CMGI Inc., Compaq Computer Corp., Digital Equipment Corp. and AltaVista Co.


                       PURCHASE AND CONTRIBUTION AGREEMENT


                                  BY AND AMONG

                                   CMGI, INC.,

                                       and

                                ZOOM NEWCO INC.,

                                       and

                          COMPAQ COMPUTER CORPORATION,

                         DIGITAL EQUIPMENT CORPORATION,

                                       and

                                ALTAVISTA COMPANY



                                  JUNE 29, 1999






      
PURCHASE AND CONTRIBUTION AGREEMENT

ARTICLE I

PURCHASE AND SALE; CONTRIBUTION; MERGER; CLOSING                             1
1.1     Purchase  and  Sale  of  Assets                                      1
        -------------------------------
1.2     Contributions  by  CMGI  and  Digital                                1
        -------------------------------------
1.3     Merger  of  AV  and  Newco                                           2
        --------------------------
1.4     Options                                                              3
        -------
1.5     No  Further  Rights                                                  3
        -------------------
1.6     Dilution  Protection                                                 3
        --------------------
1.7     Closing.                                                             4
        -------

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF CMGI TO NEWCO AND REPRESENTATIONS AND
WARRANTIES OF NEWCO TO COMPAQ                                                4
2.1     Organization;  Qualification  of  CMGI                               4
        --------------------------------------
2.2     Subsidiaries  and  Affiliates                                        5
        -----------------------------
2.3     Capitalization                                                       5
        --------------
2.4     Authorization  of  Agreement                                         6
        ----------------------------
2.5     Consents  and  Approvals;  No  Violations                            6
        -----------------------------------------
2.6     Financial  Statements                                                7
        ---------------------
2.7     Absence  of  Certain  Changes  or  Events                            7
        -----------------------------------------
2.8     Litigation                                                           7
        ----------
2.9     Compliance  with  Laws                                               8
        ----------------------
2.10     Environmental  Matters                                              8
         ----------------------
2.11     Intellectual  Property                                              11
         ----------------------
2.12     Year  2000                                                          11
         ----------
2.13     ERISA  Compliance                                                   12
         -----------------
2.14     Brokers                                                             12
         -------
2.15     Opinion  of  Financial  Advisor                                     12
         -------------------------------
2.16     Taxes                                                               12
         -----
2.17     Information  in  Proxy  Statement                                   13
         ---------------------------------

ARTICLE  III

REPRESENTATIONS AND WARRANTIES OF COMPAQ, DIGITAL AND AV TO NEWCO;
REPRESENTATIONS AND WARRANTIES OF NEWCO TO CMGI                              13
3.1     Organization  Qualification  of  AV                                  13
        -----------------------------------
3.2     Subsidiaries                                                         14
        ------------
3.3     Capitalization                                                       14
        --------------
3.4     Authorization  of  Agreement                                         15
        ----------------------------

      
3.5     Consents  and  Approvals  No  Violations                             16
        ----------------------------------------
3.6     Financial  Statements                                                16
        ---------------------
3.7     Absence  of  Certain  Changes  or  Events                            17
        -----------------------------------------
3.8     Litigation                                                           17
        ----------
3.9     Compliance  with  Laws                                               17
        ----------------------
3.10     Environmental  Matters                                              17
         ----------------------
3.11     Intellectual  Property                                              19
         ----------------------
3.12     Year  2000                                                          20
         ----------
3.13     ERISA  Compliance                                                   21
         -----------------
3.14     Brokers                                                             22
         -------
3.15     Opinion  of  Financial  Advisor                                     23
         -------------------------------
3.16     Taxes                                                               23
         -----
3.17     Information  in  Proxy  Statement                                   24
         ---------------------------------
3.18     Undisclosed  Liabilities                                            24
         ------------------------
3.19     Assets                                                              25
         ------
3.20     Owned  Real  Property                                               25
         ---------------------
3.21     Contracts                                                           25
         ---------

ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS                                    26
4.1     Funding  of  the  AV  Business                                       26
        ------------------------------
4.2     Conduct  of  the  AV  Business                                       26
        ------------------------------

ARTICLE V

SALE OF SHARES; BOARD MEMBERSHIP; VOTING AGREEMENT; STANDSTILL               28
5.1     Lock-Up                                                              29
        -------
5.2     Rights  of  First  Offer                                             29
        ------------------------
5.3     Registration  Rights                                                 30
        --------------------
5.4     Board  Designee                                                      30
        ---------------
5.5     Voting  Agreement                                                    30
        -----------------
5.6     Standstill                                                           31
        ----------
5.7     Investment  Company  Act                                             31
        ------------------------

ARTICLE VI

ADDITIONAL AGREEMENTS                                                        31
6.1     Stockholders'  Meeting                                               31
        ----------------------
6.2     Access  and  Information                                             32
        ------------------------
6.3     HSR  Act  Filing                                                     33
        ----------------
6.4     Reasonable  Best  Efforts                                            33
        -------------------------
6.5     Publicity                                                            33
        ---------

      
6.6     Employee  Benefit  Plans                                             34
        ------------------------
6.7     Restriction  on  Transfer  of  AV  Shares                            34
        -----------------------------------------
6.8     Funding                                                              35
        -------

ARTICLE VII

CLOSING CONDITIONS                                                           35
7.1     Conditions to Each Party's Obligation to Complete the Transaction    35
        -----------------------------------------------------------------
7.2     Additional  Conditions  to  the  Obligation  of  CMGI  and  Newco    35
        -----------------------------------------------------------------
7.3     Additional  Conditions to the Obligation of Compaq Digital and AV    36
        -----------------------------------------------------------------

ARTICLE VIII

TERMINATION, AMENDMENT AND EXPENSES                                          37
8.1     Termination                                                          37
        -----------
8.2     Effect  of  Termination                                              38
        -----------------------
8.3     Amendment                                                            38
        ---------
8.4     Waiver                                                               38
        ------
8.5     Expenses                                                             39
        --------

ARTICLE IX

TAX MATTERS                                                                  39
9.1     Preparation  and  Filing  of  Tax  Returns                           39
        ------------------------------------------
9.2     Payment  of  Taxes                                                   40
        ------------------
9.3     Tax  Indemnification                                                 40
        --------------------
9.4     Allocation  of  Certain  Taxes                                       41
        ------------------------------
9.5     Cooperation  on  Tax  Matters                                        41
        -----------------------------
9.6     Termination  of  Tax-Sharing  Agreements                             42
        ----------------------------------------
9.7     Certain  Tax  Elections                                              42
        -----------------------
9.8     Tax  Claims                                                          43
        -----------
9.9     Refunds                                                              44
        -------
9.10     Treatment  of  the  Contributions                                   44
         ---------------------------------
9.11     Allocation  of  Considerations                                      44
         ------------------------------
9.12     Tax  Disputes                                                       44
         -------------
9.13     Adjustment  to  Consideration                                       44
         -----------------------------

ARTICLE X

DEFINITIONS AND INTERPRETATION                                               45
10.1     Certain  Definitions                                                45
         --------------------
10.2     Interpretation                                                      49
         --------------

      
ARTICLE XI

GENERAL PROVISIONS                                                           50
11.1     Survival  of  Representations                                       50
         -----------------------------
11.2     Notices                                                             50
         -------
11.3     Entire  Agreement  No  Assignment  Governing  Law                   51
         -------------------------------------------------
11.4     Parties  in  Interest                                               51
         ---------------------
11.5     Counterparts                                                        51
         ------------
11.6     Headings                                                            52
         --------
11.7     Severability                                                        52
         ------------


Exhibit  A     -     Terms  of  Promissory  Note
Exhibit  B     -     Terms  of  Series  D  Preferred  Stock
Exhibit  C     -     Form  of  Assignment  Agreement
Exhibit  D     -     Form  of  Registration  Rights  Agreement



                                                                             53

                       PURCHASE AND CONTRIBUTION AGREEMENT


     PURCHASE  AND  CONTRIBUTION  AGREEMENT  dated  as  of  June  29,  1999 (the
"Agreement")  by  and  among Compaq Computer Corporation, a Delaware corporation
("Compaq"),  Digital  Equipment  Corporation,  a Massachusetts corporation and a
wholly  owned  subsidiary  of  Compaq ("Digital"), AltaVista Company, a Delaware
corporation  and  a  wholly  owned  subsidiary  of Digital ("AV"), CMGI, Inc., a
Delaware corporation ("CMGI"), and Zoom Newco Inc., a Delaware corporation and a
wholly  owned  subsidiary  of  CMGI  ("Newco").

     WHEREAS,  for  federal income tax purposes, the contribution by CMGI of the
Digital  Assets (as defined below) and the contribution by Compaq and Digital of
the  Assigned  Assets (as defined below) shall together constitute a transaction
described  in  Section  351  of  the  Code.

     NOW  THEREFORE,  in  consideration  of  the  foregoing  and  the respective
representations,  warranties,  covenants,  agreements and conditions hereinafter
set  forth,  and  for  other  good  and  valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties,
intending  to  be  legally  bound,  hereby  agree  as  follows:


                                   ARTICLE I
                 
                  PURCHASE AND SALE; CONTRIBUTION; MERGER; CLOSING

     1.1     Purchase  and  Sale  of Assets .  Subject to and upon the terms and
             ------------------------------
conditions of this Agreement, at the closing of the transactions contemplated by
this  Agreement (the "Closing"), Digital or Compaq shall sell, transfer, convey,
assign and deliver to CMGI, and CMGI shall purchase from Digital or Compaq, such
number  of  shares  of  capital  stock of Shopping.com, a California corporation
("SDC"),  and,  if  necessary,  such  number  of shares of capital stock of ZIP2
Corporation,  a  California  corporation  ("ZIP2")  (collectively,  the "Digital
Assets"),  as  have  an  aggregate  fair  market  value,  as  of the Closing, as
determined  by  an  independent  appraiser  mutually  acceptable  to the parties
hereto,  equal  to  $220,000,000.  In consideration for the Digital Assets, CMGI
shall  deliver  to  Compaq  or  Digital,  as  directed,  a  promissory  note, on
substantially the terms set forth on Exhibit A attached hereto, in the principal
                                     ---------
amount  of  $220,000,000.

     1.2     Contributions  by CMGI and Digital .  Subject to and upon the terms
             ----------------------------------
and  conditions  of  this  Agreement,  at the Closing, immediately following the
consummation  of  the  transaction  contemplated  by  Section  1.1:

      
          (a)     CMGI  shall  contribute  to Newco (i) the Digital Assets, (ii)
18,994,975  shares  of  common  stock,  par  value  $0.01, of CMGI ("CMGI Common
Stock"),  and (iii) 18,090.45 shares of preferred stock of CMGI to be designated
as  Series  D Preferred Stock, par value $.01 per share (the "Series D Preferred
Stock"),  which  shall  have  the  rights and preferences described on Exhibit B
                                                                       ---------
attached  hereto,  in  exchange  for the issuance by Newco to CMGI of 81,495,116
shares  of  common  stock, par value $0.01, of Newco ("Newco Common Stock"); and

          (b)     Compaq  and  Digital  shall  contribute  to  Newco  (i)  the
properties,  assets and other rights and interests to be transferred pursuant to
the  Assignment  Agreement  attached  hereto  as  Exhibit  C  (the  "Assignment
                                                  ----------
Agreement")  and  (ii) all of the outstanding shares of capital stock of SDC and
ZIP2  not  owned  by  Newco,  if  any,  after  giving  effect to the transaction
described  in  Sections 1.1 and 1.2(a) (collectively, the "Assigned Assets"), in
exchange  for  (A)  the  issuance by Newco to Digital or Compaq, as directed, of
18,504,884 shares of Newco Common Stock, (B) the transfer by Newco to Digital or
Compaq,  as  directed,  of  18,994,975  shares  of CMGI Common Stock and (C) the
transfer  by Newco to Digital or Compaq, as directed, 18,090.45 shares of Series
D  Preferred  Stock.

     1.3     Merger  of  AV  and  Newco  .
             --------------------------

          (a)     Immediately  following  the  consummation  of the transactions
described  in Section 1.2, AV and Newco shall consummate a merger (the "Merger")
pursuant  to  which  (i) AV shall be merged with and into Newco and the separate
corporate  existence  of  AV  shall  thereupon  cease,  (ii)  Newco shall be the
successor  or  surviving corporation in the Merger (the "Surviving Corporation")
and shall continue to be governed by the Laws of the State of Delaware and (iii)
the  separate  corporate  existence  of  Newco  with all its rights, privileges,
immunities,  powers and franchises shall continue unaffected by the Merger.  The
Merger  shall have the effects set forth in the Delaware General Corporation Law
(the  "DGCL").  As  a  result  of  the Merger, all shares of outstanding capital
stock  of  AV  shall  be canceled without payment of any consideration therefor.

          (b)     Immediately  following  the Closing, the Surviving Corporation
will cause the Merger to be consummated by filing a Certificate of Ownership and
Merger  (the  "Certificate  of  Merger")  with  the  Secretary  of  the State of
Delaware,  in  such  form  as  required by, and executed in accordance with, the
relevant portions of the DGCL.  The Merger shall become effective at the time at
which  the Certificate of Merger has been duly filed with the Secretary of State
of  the  State  of  Delaware,  and  such  time is hereinafter referred to as the
"Effective  Time."

          (c)     The  Certificate of Incorporation of the Surviving Corporation
immediately following the Effective Time shall be the same as the Certificate of
Incorporation  of Newco immediately prior to the Effective Time, except that (1)
the name of the corporation set forth therein shall be changed to the name of AV

      
and  (2)  the identity of the incorporator shall be deleted.  The By-laws of the
Surviving Corporation immediately following the Effective Time shall be the same
as the By-laws of Newco immediately prior to the Effective Time, except that the
name  of  the  corporation set forth therein shall be changed to the name of AV.

     1.4     Options  .
             -------

          (a)     As  of  the  Effective  Time,  all  options to purchase common
stock,  par  value  $0.01  per  share,  of  AV  ("AV Common Stock") issued by AV
pursuant  to  its stock option plans or otherwise ("AV Options"), whether vested
or  unvested,  shall be assumed by Newco.  Immediately after the Effective Time,
each  AV  Option  outstanding  immediately  prior to the Effective Time shall be
deemed  to  constitute an option to acquire, on the same terms and conditions as
were  applicable  under  such  AV  Option  at the Effective Time, such number of
shares  of  Newco  Common Stock as is equal to the number of shares of AV Common
Stock  subject to the unexercised portion of such AV Option.  The exercise price
per  share of each AV Option assumed in accordance with this Section 1.4 ("Newco
Options")  shall be equal to the exercise price of such Newco Option immediately
prior to the Effective Time.  The term, exercisability, vesting schedule, status
as an "incentive stock option" under Section 422 of the Code, if applicable, and
all  of  the  other terms of the Newco Options shall otherwise remain unchanged.

          (b)     As soon as practicable after the Effective Time, the Surviving
Corporation  shall  deliver  to the holders of Newco Options appropriate notices
setting  forth  such  holders'  rights  pursuant  to such Newco Options, and the
agreements  evidencing  such  Newco Options shall continue in effect on the same
terms  and conditions (subject to the terms provided for in this Section 1.4 and
such  notice).

          (c)     The  Surviving  Corporation  shall  take  all corporate action
necessary  to reserve for issuance a sufficient number of shares of Newco Common
Stock  for  delivery  upon  exercise  of  the  Newco  Options.

     1.5     No  Further  Rights .  From and after the Effective Time, no shares
             -------------------
of  AV  Common  Stock  shall  be  deemed  to  be  outstanding,  and  holders  of
certificates  evidencing such shares shall cease to have any rights with respect
thereto,  except  as  provided  herein  or  by  law.

     1.6     Dilution  Protection  .  If  between the date of this Agreement and
             --------------------
the  Effective  Time  the  outstanding  shares of the common stock of CMGI or AV
shall  have been changed into a different number of shares or a different class,
by  reason  of  any  stock  dividend,  subdivision,  reclassification,
recapitalization,  split,  conversion, consolidation, combination or exchange of
shares  or similar transaction, then appropriate adjustments to reflect any such
action  shall  be  made  to the numbers and implied exchange ratios contained in
Section  1.2  and/or  Section  1.4.

     1.7     Closing.   Compaq  and  CMGI  shall  as promptly as possible notify
             -------
each  other  when  the  conditions  to  such party's obligations to complete the
transactions  contemplated by this Agreement have been satisfied or waived.  The
Closing  shall  take place at the offices of Hale and Dorr LLP, 60 State Street,
Boston,  Massachusetts  at  10:00  a.m.  Boston  time on the second business day
following  the satisfaction or waiver of the conditions set forth in Article VII
(other  than  conditions involving actions which will take place at the Closing)
or at such other time, date and place as CMGI and Compaq shall agree in writing.
The  date  on  which the Closing occurs is hereafter referred to as the "Closing
Date."


                                   ARTICLE II

      REPRESENTATIONS AND WARRANTIES OF CMGI TO NEWCO AND REPRESENTATIONS
                        AND WARRANTIES OF NEWCO TO COMPAQ

     Except  as specifically set forth in the CMGI Disclosure Schedule delivered
to  Compaq  and  Newco simultaneously with the execution hereof, CMGI represents
and  warrants to Newco, and Newco represents and warrants to Compaq, that all of
the statements contained in this Article II are true and complete as of the date
of  this  Agreement  (or,  if made as of a specified date, as of such date), and
will  be  true and complete as of the Closing Date as though made on the Closing
Date.  Each  exception  and each other response set forth in the CMGI Disclosure
Schedule  is  identified  by  reference  to, or has been grouped under a heading
referring  to,  a  specific  section  of this Agreement and, except as otherwise
specifically  stated  with  respect  to  such  exception,  relates  only to such
referenced  section.  CMGI  guarantees  to  Compaq  the  accuracy  of  the
representations  and  warranties  of  Newco  in  this  Article  II.

     2.1     Organization;  Qualification  of  CMGI .  CMGI (a) is a corporation
             --------------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
state  of  Delaware;  (b)  has all required Permits and full corporate power and
authority  to  carry on its business as it is now being conducted and to own the
properties and assets it now owns; and (c) is duly qualified to do business as a
foreign  corporation  and  is  in  good  standing in every jurisdiction in which
ownership of property or the conduct of its business requires such qualification
or,  if  CMGI  is  not  so  qualified in any such jurisdiction, it can become so
qualified  in  such jurisdiction without causing a CMGI Material Adverse Effect.
CMGI  has  heretofore  delivered  to  Compaq  complete and correct copies of the
certificate  of  incorporation  and  by-laws  of  CMGI  as  presently in effect.

     2.2     Subsidiaries  and  Affiliates .  Section 2.2 of the CMGI Disclosure
             -----------------------------
Schedule  sets  forth,  as  of  the  date  hereof,  the name and jurisdiction of
incorporation  of  each  CMGI  Subsidiary  and,  as  of  the  date  hereof,  the
approximate  percent  of the outstanding shares of each CMGI Subsidiary owned by
CMGI.  Section 2.2(a) of the CMGI Disclosure Schedule lists each other entity of
which,  as  of  the  date hereof, CMGI has a direct or indirect equity ownership
interest.  Each  CMGI  Subsidiary  (a)  is  a  corporation  or limited liability
company  duly  organized  or formed, validly existing and in good standing under
the  laws  of  its state of incorporation; (b) has all required Permits and full
corporate  or  limited  liability  company  power  and authority to carry on its
business  as  it  is now being conducted and to own the properties and assets it
now  owns;  and (c) is duly qualified to do business as a foreign corporation or
limited  liability  company  in  good  standing  in  every jurisdiction in which
ownership of property or the conduct of its business requires such qualification
or,  if  a  CMGI Subsidiary is not so qualified in any such jurisdiction, it can
become so qualified in such jurisdiction without causing a CMGI Material Adverse
Effect.  CMGI  has  heretofore  made  available  to  Compaq complete and correct
copies of the Organizational Documents, of each CMGI Subsidiary, as presently in
effect.

     2.3     Capitalization  .
             --------------

          (a)     The  authorized  capital  stock  of  CMGI  consists  of  (i)
400,000,000  shares  of  CMGI  Common  Stock,  of  which, as of the date hereof,
95,364,292 shares were issued and outstanding, all of which are duly authorized,
validly issued, fully paid and nonassessable and were not issued in violation of
any  preemptive  or  similar  rights  of any Person and (ii) 5,000,000 shares of
preferred stock, par value $0.01 per share, of which, as of the date hereof, 250
are designated as Series A Convertible Preferred Stock, of which none are issued
and  outstanding,  and  50,000  are designated as Series B Convertible Preferred
Stock,  of  which  35,000  are  issued  and  outstanding.

          (b)     Except  as  set  forth  above  and except for the transactions
contemplated  by  this  Agreement  and the issuance of shares under employee and
director  stock  option  plans and employee stock purchase plans of CMGI and its
affiliates, as of the date hereof, (i) there are no securities outstanding which
are  convertible into or exercisable or exchangeable for shares of capital stock
of CMGI, and (ii) there are no outstanding options, rights, Contracts, warrants,
subscriptions,  conversion rights or other agreements or commitments pursuant to
which  CMGI  may  be  required  to purchase, redeem, issue or sell any shares of
capital  stock  or  other  securities  of  CMGI.

          (c)     The  issued  and  outstanding  shares  of capital stock of, or
other  equity interests in, each of the CMGI Subsidiaries that are owned by CMGI
or  any  of  its  Subsidiaries have been duly authorized and are validly issued,
and,  with  respect to capital stock, are fully paid and nonassessable, and were
not  issued in violation of any preemptive or similar rights of any Person.  All
such  issued and outstanding shares or other equity interests that are indicated
as  owned  by  CMGI  or  one of the CMGI Subsidiaries in Section 2.2 of the CMGI
Disclosure  Schedule  are owned beneficially by CMGI or such Subsidiaries as set
forth  therein  and  free  and  clear  of  all  Liens.

          (d)     As  of  the date hereof, the authorized capital stock of Newco
consists of (i) 100 shares of Newco Common Stock of which 100 shares are issued,
outstanding and owned by CMGI, all of which are duly authorized, validly issued,
fully  paid and nonassessable and were not issued in violation of any preemptive
or  similar  rights  of  any  Person.

     2.4     Authorization  of  Agreement  .  CMGI  and Newco (collectively, the
             ----------------------------
"Buyers")  have  all  requisite  corporate  power  and  authority to execute and
deliver  this  Agreement  and each instrument required hereby to be executed and
delivered  by  them  at  the Closing, to perform their obligations hereunder and
thereunder  and  to consummate the transactions contemplated hereby and thereby.
The  Board of Directors of CMGI has approved the Transaction.  The execution and
delivery  by the Buyers of this Agreement and each instrument required hereby to
be  executed  and  delivered by them at the Closing and the performance of their
obligations  hereunder  and  thereunder have been duly and validly authorized by
all  requisite  corporate  action on the part of the Buyers.  This Agreement has
been  duly executed and delivered by the Buyers and, assuming due authorization,
execution  and  delivery hereof by CDA, constitutes the legal, valid and binding
obligation  of the Buyers, enforceable against the Buyers in accordance with its
terms,  subject to bankruptcy, insolvency, reorganization, moratorium or similar
Laws  now  or  hereafter in effect relating to creditors' rights generally or to
general  principles  of  equity.

     2.5     Consents and Approvals; No Violations .  Except for the Consents as
             -------------------------------------
may  be  required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the  "HSR  Act") and the filing of the Certificate of Merger as required by the
DGCL,  none  of  the execution, delivery or performance of this Agreement by the
Buyers,  or  the  consummation  by  the  Buyers  of  any  of  the  transactions
contemplated  hereby,  will  (i)  conflict  with  or result in any breach of any
provision  of the Organizational Documents of the Buyers or any CMGI Subsidiary,
(ii)  require  any Consent of any Governmental Entity, (iii) require any Consent
of any other Person (including consents from parties to loans, Contracts, leases
and  other  agreements  to which CMGI or any affiliate of CMGI is a party), (iv)
result in a violation or breach of, or constitute (with or without due notice or
the  passage  of  time  or  both)  a  default  (or  give  rise  to  any right of
termination,  amendment,  cancellation or acceleration) under, any of the terms,
conditions  or  provisions  of  any  Contract,  or (v) violate any Law, Order or
Permit applicable to CMGI or any affiliate of CMGI or any of their properties or
assets,  excluding  from the foregoing clauses (iii), (iv) and (v) such absences
of  required  consents,  violations,  breaches  or  defaults  which  would  not,
individually  or  in  the  aggregate,  have  a  CMGI  Material Adverse Effect or
adversely  affect  the  Buyers'  ability  to  consummate  the  Transaction.

     2.6     Financial  Statements  .
             ---------------------

          (a)     Since  February  1, 1998, CMGI has timely filed as of the date
hereof  and  will file as of the Effective Time all reports required to be filed
by  it  with  the Securities and Exchange Commission (the "SEC") pursuant to the
federal  securities  Laws and the SEC rules and regulations thereunder.  Each of
such  reports  complied in all material respects with applicable requirements of
the  Exchange  Act (collectively, the "CMGI SEC Reports").  None of the CMGI SEC
Reports,  as  of  their  respective  dates, contained or will contain any untrue
statement  of  a  material fact or omitted or will omit to state a material fact
required  to  be  stated  therein  or  necessary in order to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.

          (b)     The  consolidated  statements  of  financial  position and the
related  consolidated  statements  of  operations, stockholders' equity and cash
flows  (including  the  related  notes thereto) of CMGI included in the CMGI SEC
Reports (the "CMGI Financial Statements") complied in all material respects with
applicable  accounting  requirements  and the published rules and regulations of
the  SEC  with  respect  thereto,  have  been prepared in conformity with United
States generally accepted accounting principles ("GAAP") (except, in the case of
unaudited  statements,  as permitted by Form 10-Q of the SEC) applied on a basis
consistent  with  prior periods (except as otherwise noted therein), and present
fairly the consolidated financial position of CMGI as at their respective dates,
and  the  consolidated  results  of  its  operations  and its cash flows for the
periods  presented  therein  subject,  in  the  case  of  the  unaudited interim
financial  statements,  to  normal  and  recurring  year-end  adjustments.

     2.7     Absence  of  Certain  Changes or Events .  Since April 30, 1999 (i)
             ---------------------------------------
the  business  of  CMGI  and  its  Subsidiaries  has been carried on only in the
ordinary  and  usual course consistent with past practice and (ii) there has not
occurred  any  event,  development  or  change  which,  individually  or  in the
aggregate,  has resulted in or is reasonably likely to result in a CMGI Material
Adverse  Effect.

     2.8     Litigation  .  There  is no Litigation pending, or to the Knowledge
             ----------
of  CMGI, threatened, against or involving CMGI or any CMGI Subsidiary or any of
their  respective  assets  as  to  which there is a reasonable possibility of an
adverse  determination  and  that,  if  determined adversely to CMGI or any CMGI
Subsidiary,  would  reasonably be expected, individually or in the aggregate, to
have  a CMGI Material Adverse Effect or, as of the date hereof, which in any way
may  prevent,  enjoin,  alter  or  delay  the  Transaction.

     2.9     Compliance  with Laws .  CMGI and each CMGI Subsidiary is and since
             ---------------------
February  1,  1997  has  been in compliance with all applicable Laws, except for
violations  which  do  not,  and  would  not  reasonably  be  expected  to have,
individually or in the aggregate, a CMGI Material Adverse Effect.  Since January
1,  1997,  neither CMGI nor any CMGI Subsidiary has received any notice or other
communication  (whether  written  or oral) from any Person regarding any actual,
alleged,  possible  or potential violation of or failure to comply with any Law,
except  for  violations  which  do  not, and would not reasonably be expected to
have, individually or in the aggregate, a CMGI Material Adverse Effect.  Neither
CMGI,  any  person controlling, controlled by or under common control with CMGI,
nor  any  Venture  Fund is now or at any time since February 1, 1995 has been an
investment  company as defined in the Investment Company Act of 1940, as amended
(the  "Investment  Company  Act"),  or  required  to  be  registered  under  the
Investment  Company  Act,  in  each  case,  after  giving  effect  to  Rule 3a-2
thereunder.  Immediately  after giving effect to the closing of the Transaction,
none  of  CMGI,  Newco nor any Person controlling, controlled by or under common
control  with,  CMGI will be an investment company as defined in Section 3(a) of
the  Investment  Company  Act,  without  giving  effect to Rule 3a-2 thereunder.

     2.10     Environmental  Matters  .  Except  as  is not reasonably likely to
              ----------------------
result  in  a  CMGI  Material  Adverse  Effect:

          (a)     CMGI  and each of the CMGI Subsidiaries (i) has been and is in
compliance with all applicable Environmental Laws; (ii) has obtained all Permits
required for the operation of its businesses by any applicable Environmental Law
(collectively "Environmental Permits") and all such Environmental Permits are in
full  force  and  in effect, no appeal nor any other action is pending to revoke
any  such  Environmental  Permit;  and  (iii)  is  in  compliance  with all such
Environmental  Permits,  and  has  filed  in a timely manner all applications to
renew  such  Environmental Permits or to obtain new Environmental Permits to the
extent  such  applications  are  currently  required.

          (b)     There has been no Release of any Hazardous Material that would
reasonably  be  likely to form the basis of any Environmental Claim against CMGI
or  any  CMGI  Subsidiary  at the properties owned or leased by CMGI or any CMGI
Subsidiary  (the  "CMGI Properties").  To the Knowledge of CMGI, CMGI Properties
are  not  adversely affected by any Release or threatened Release of a Hazardous
Material  originating  or  emanating  from  any  other  property.  There were no
Releases of Hazardous Materials on properties formerly owned or operated by CMGI
or  any  CMGI Subsidiary, or any predecessors thereof, during the period of such
operation  or  ownership,  that  would  reasonably  be  likely  to  result in an
Environmental  Claim  against  CMGI  or  any  CMGI  Subsidiary.

          (c)     Neither  CMGI  nor any CMGI Subsidiary has manufactured, used,
generated,  stored,  treated,  transported,  disposed of, released, or otherwise
managed  any  Hazardous  Material  at  any  of  the  CMGI  Properties.

          (d)     Neither  CMGI  nor  any CMGI Subsidiary: (i) has any liability
for  response  or  corrective  action for natural resources damage, or any other
harm pursuant to any Environmental Law, (ii) is subject to, or has Knowledge of,
any  Environmental Claim involving CMGI or any CMGI Subsidiary, or (iii) has any
Knowledge  of  any  condition  or occurrence at any of the CMGI Properties which
could  form  the  basis  of  an  Environmental  Claim  against  CMGI or any CMGI
Subsidiary,  or  any  of  the  CMGI  Properties.

          (e)     The  CMGI  Properties are not subject to any, and neither CMGI
nor  any  CMGI  Subsidiary has any Knowledge of any, imminent restriction on the
ownership,  occupancy,  use  or  transferability  of  the  CMGI  Properties  in
connection  with any (i) Environmental Law or (ii) Release or threatened Release
of  any  Hazardous  Material.

          (f)     There  are  no  conditions  or  circumstances  at  the  CMGI
Properties  that  pose a risk to the environment or the health and safety of any
Person,  or  would  require  any  remedial  action.

          (g)     Neither  CMGI  nor any CMGI Subsidiary has been subject to any
inquiry  or  request for information related to its disposal, treatment, storage
or  recycling, or the arrangement for said activities, of any Hazardous Material
or  waste,  at  any  property  other  than  the  CMGI  Properties.

          (h)     To the Knowledge of CMGI, neither CMGI nor any CMGI Subsidiary
or  any predecessor thereto has disposed, recycled, treated, stored, or arranged
for  said  activities, at any property that is listed or proposed for listing on
the  Federal  National  Priorities  List,  the Federal CERCLIS list, or any list
compiled  pursuant  to  state statutes or Laws that are analogous to the Federal
Comprehensive  Environmental Response, Compensation and Liability Act, 42 U.S.C.
9601  et  seq.

          (i)     The  CMGI  Properties  do  not contain any underground storage
tanks,  landfills,  electrical  equipment  containing polychlorinated biphenyls,
surface  impoundments, friable asbestos-containing materials, or hazardous waste
treatment,  storage  or  disposal  units  that  either  have or require a Permit
pursuant  to  any  Law.

          (j)     Since  January  1,  1997, neither CMGI nor any CMGI Subsidiary
has  received  a  communication  (written or oral) that alleges that CMGI or any
CMGI  Subsidiary  is  not  in  compliance  with  any  Environmental  Law.

          (k)     As  used  in  this  Agreement:

               (i)     "Environmental  Claim" means any investigation, notice of
violation,  demand,  allegation,  action,  suit, Order, consent decree, penalty,
fine,  Lien, proceeding or claim (whether administrative, judicial or private in
nature)  arising:  (i)  pursuant to, or in connection with, an actual or alleged
violation  of  any  Environmental  Law;  (ii)  in  connection with any Hazardous
Material  or  actual or alleged activity associated with any Hazardous Material;
(iii) from any abatement, removal, remedial, corrective or other response action
in  connection  with any Hazardous Material, Environmental Law or Order; or (iv)
from  any  actual  or  alleged damage, injury, threat or harm to health, safety,
natural  resources  or  the  environment.

               (ii)     "Environmental Law" means any Law pertaining to: (i) the
protection  of  health,  safety  and the indoor or outdoor environment; (ii) the
conservation,  management  or  use  of natural resources and wildlife; (iii) the
protection  or  use  of  surface  water  and  ground water; (iv) the management,
manufacture,  possession,  presence, use, generation, transportation, treatment,
storage,  disposal, release, threatened release, abatement, removal, remediation
or  handling  of,  or  exposure  to,  any  Hazardous  Material; or (v) pollution
(including  any  release  to  air,  land,  surface  water and ground water); and
includes  the  Comprehensive  Environmental Response, Compensation and Liability
Act  of  1980,  42  U.S.C.   9601  et seq., and the Solid Waste Disposal Act, 42
U.S.C.   6901  et  seq.,  the  Hazardous Materials Transportation Act, 49 U.S.C.
5101,  et seq. The Clean Water Act, 33 U.S.C.   1251 et seq., the Clean Air Act,
42  U.S.C.   7401 et seq., the Toxic Substances Control Act, 15 U.S.C.   2601 et
seq.,  the Emergency Planning and Community Right to Know Act, 42 U.S.C.   1986,
the  Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.   136 et seq.,
the  Occupational  Safety  and  Health Act, 29 U.S.C.   651 et seq., any similar
state  laws  and  the  regulations  related  thereto  or  other  Laws.

               (iii)     "Hazardous  Material"  shall  mean  any  substance,
chemical,  compound,  product, solid, gas, liquid, waste, by-product, pollutant,
contaminant  or  material  which is hazardous or toxic, and includes asbestos or
any  substance  containing  asbestos,  polychlorinated  biphenyls,  petroleum
(including crude oil or any fraction thereof), and any hazardous or toxic waste,
material  or  substance  regulated  under  any  Environmental  Law.

               (iv)     "Release"  means  any  release,  spill,  emission, leak,
injection,  deposit, disposal, discharge, dispersal, leaching, or migration into
the  atmosphere,  soil,  surface  water,  groundwater  or  property  (indoors or
outdoors).

     2.11     Intellectual  Property  .
              ----------------------

          (a)     To  the  Knowledge  of  CMGI, CMGI and its Subsidiaries own or
otherwise  have  valid  rights  to  use all Intellectual Property (as defined in
Section  3.11(a))  material  to  their  business  and  operations  as  currently
conducted.

          (b)     There  is  no pending or, to the Knowledge of CMGI, threatened
(in  writing)  claim,  suit,  arbitration  or  other  adversarial  proceeding
(collectively,  "Claims")  before  any  court,  agency,  arbitral  tribunal,  or
registration  authority  in  any jurisdiction (i) involving any item of material
Intellectual Property owned by CMGI or a CMGI Subsidiary, (ii) alleging that the
activities or the conduct of CMGI's or a CMGI Subsidiary's business does or will
infringe  upon,  violate  or constitute the unauthorized use of the intellectual
property  rights  of  any  third  party or (iii) challenging the ownership, use,
validity, enforceability or registrability of any material Intellectual Property
by  CMGI  or a CMGI Subsidiary.  There are no settlements, forebearances to sue,
consents,  judgments,  or  orders  or  similar  obligations  (other than license
agreements  in  the  ordinary course of business) which (a) restrict CMGI's or a
CMGI Subsidiary's rights to use any material Intellectual Property, (b) restrict
CMGI's  or  a CMGI Subsidiary's business in order to accommodate a third party's
intellectual property rights or (c) permit third parties to use any Intellectual
Property  owned by CMGI or a CMGI Subsidiary, except for such Claims as have not
resulted,  and  could  not  reasonably be expected to result, in a CMGI Material
Adverse  Effect.

          (c)     To  the  Knowledge  of  CMGI,  no  third  party  is  making
unauthorized  use  of  or  infringing  in any material respect upon any material
Intellectual  Property  owned  by  CMGI  or  a  CMGI  Subsidiary.

          (d)     CMGI  and  its Subsidiaries have taken commercially reasonable
actions  to  protect each item of material Intellectual Property owned by any of
them,  except  where the failure to take such actions has not resulted and could
not  reasonably  be  expected  to  result  in  a  CMGI  Material Adverse Effect.

          (e)     Neither  CMGI nor any CMGI Subsidiary is in material violation
of  any agreement relating to any Intellectual Property material to its business
or  operations,  except  for such violations as have not resulted, and could not
reasonably  be  expected  to  result,  in  a  CMGI Material Adverse Effect.  The
consummation of the transactions contemplated hereby will not result in the loss
or material impairment of CMGI's or a CMGI Subsidiary's rights to own or use any
Intellectual  Property material to its business or operations, except where such
loss or impairment could not reasonably be expected to result in a CMGI Material
Adverse  Effect.

     2.12     Year  2000  .  All  software,  hardware,  databases  and  embedded
              ----------
control  systems (collectively, "Systems") used by CMGI and its Subsidiaries are
Year  2000 Compliant (as defined in Section 3.12) and, to the Knowledge of CMGI,
all  Systems  used  by  its material suppliers and facilities providers are Year
2000 Compliant, except in each case for failures to be Year 2000 Compliant that,
individually  or in the aggregate, have not resulted and would not reasonably be
likely  to  result  in  a  CMGI  Material  Adverse  Effect.

     2.13     ERISA  Compliance  .  All  "employee benefit plans," as defined in
              -----------------
Section  3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"),  maintained  or  contributed  to  by  CMGI or its Subsidiaries are in
compliance  with  all  applicable provisions of ERISA and the Code, and CMGI and
its  Subsidiaries  do  not  have  any liabilities or obligations with respect to
employee  benefit  plans,  arrangement,  agreements  or programs, whether or not
accrued,  contingent or otherwise, except (a) as previously disclosed in writing
to  Compaq  and (b) for instances of noncompliance or liabilities or obligations
that  would  not, individually or in the aggregate, have a CMGI Material Adverse
Effect.

     2.14     Brokers  .  No  broker,  finder, investment banker or other Person
              -------
(other  than  BancBoston  Robertson Stephens Inc.) is entitled to any brokerage,
finder's  or  other  fee  or  commission  in  connection  with  the transactions
contemplated  by  this Agreement based upon arrangements made by or on behalf of
CMGI.

     2.15     Opinion of Financial Advisor .  The Board of Directors of CMGI has
              ----------------------------
received  the  opinion  of  BancBoston Robertson Stephens Inc., CMGI's financial
advisor,  substantially  to the effect that the consideration to be paid by CMGI
for the shares which it is to receive pursuant to this Agreement is fair to CMGI
from  a  financial  point  of  view.

     2.16     Taxes  .
              -----

          (a)     Except  as  set  forth  in Section 2.16 of the CMGI Disclosure
Schedule,  each  of  CMGI  and  its  Subsidiaries  has (i) duly and timely filed
(including  all  applicable extensions granted without penalty) all material Tax
Returns  required  to  be  filed,  and  such  Tax  Returns are true, correct and
complete  in  all  material  respects,  and  (ii)  paid in full or made adequate
provision  in the financial statements of CMGI (in accordance with GAAP) for all
material  Taxes  shown  to  be  due  on  such  Tax  Returns.

          (b)     Except  as  set  forth  in Section 2.16 of the CMGI Disclosure
Schedule,  (i)  neither CMGI nor its Subsidiaries has requested any extension of
time within which to file any Tax Return in respect of any taxable period and no
request  for waivers of the time to assess any Taxes are pending or outstanding,
(ii)  with  respect  to  each  taxable  period of CMGI and its Subsidiaries, the
federal  and  state  income  Tax  Returns of CMGI and its Subsidiaries have been
audited by the Internal Revenue Service or the appropriate state Tax Authorities
or the time for assessing and collecting income Tax with respect to such taxable
period  has  closed  and such taxable period is not subject to review, (iii) all
Taxes  due  with  respect  to  completed  and  settled examinations or concluded
litigation relating to CMGI or any of its Subsidiaries have been paid in full or
adequate  provision  has  been  made  for  any  such  amounts  in  the financial
statements  of  CMGI  (in  accordance  with GAAP) and (iv) there are no material
liens  for  Taxes upon the assets or property of any of CMGI or its Subsidiaries
except  for  statutory  liens  for  Taxes  not  yet  due.

          (c)     CMGI  does  not  know of any fact and has not taken any action
that  could  reasonably  be  expected to prevent the contributions referenced in
Section  1.2  from  constituting  a  transaction described in Section 351 of the
Code.

     2.17     Information in Proxy Statement .  The proxy statement with respect
              ------------------------------
to  the  Conversion  (as defined in Section 6.1) ( the "Proxy Statement") at the
date  to be mailed to CMGI's shareholders and at the time of the special meeting
provided for in the Proxy Statement (i) will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or  necessary  in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading and (ii) will comply in
all material respects with the provisions of applicable federal securities laws;
provided,  however,  that  no  representation  is  made  by CMGI with respect to
--------   -------
statements  made  therein based on information furnished by Compaq for inclusion
in  the  Proxy  Statement.


                                   ARTICLE III
         REPRESENTATIONS AND WARRANTIES OF COMPAQ, DIGITAL AND AV TO NEWCO;
                 REPRESENTATIONS AND WARRANTIES OF NEWCO TO CMGI

     Except  as  specifically  set  forth  in  the  Compaq  Disclosure  Schedule
delivered  to  Newco  and CMGI simultaneously with the execution hereof, Compaq,
Digital and AV represent and warrant to Newco, and Newco represents and warrants
to  CMGI,  that all of the statements contained in this Article III are true and
complete  as  of the date of this Agreement (or, if made as of a specified date,
as of such date), and will be true and complete as of the Closing Date as though
made  on  the Closing Date.  Each exception and each other response set forth in
the  Compaq  Disclosure  Schedule  is  identified  by  reference to, or has been
grouped  under a heading referring to, a specific section of this Agreement and,
except  as otherwise specifically stated with respect to such exception, relates
only  to such referenced section.  Compaq hereby guarantees to CMGI the accuracy
of  the  representations  and  warranties  of  Newco  in  this  Article  III.

     3.1     Organization  Qualification  of  AV .  AV (a) is a corporation duly
             -----------------------------------
organized,  validly existing and in good standing under the laws of the state of
Delaware; (b) has all required Permits and full corporate power and authority to
carry on its business as it is now being conducted and to own the properties and
assets  it  now  owns;  and  (c)  is  duly qualified to do business as a foreign
corporation  and is in good standing in every jurisdiction in which ownership of
property or the conduct of its business requires such qualification or, if AV is
not  so  qualified  in any such jurisdiction, it can become so qualified in such
jurisdiction  without  any  AV  Material  Adverse  Effect.  AV  has  heretofore
delivered  to  CMGI  complete  and  correct  copies  of  the  certificate  of
incorporation  and  by-laws  of  AV  as  presently  in  effect.

     3.2     Subsidiaries  .  Section 3.2 of the Compaq Disclosure Schedule sets
             ------------
forth  the  name, jurisdiction of incorporation, capitalization, and the name of
each  record holder of the capital stock of each Subsidiary which is part of the
AV  Business  and, for each Subsidiary which is material to the AV Business, the
jurisdictions  in  which  each  such  Subsidiary  is  qualified  to do business.
Section 3.2(a) of the Compaq Disclosure Schedule lists each entity which is part
of  the  AV Business and in which Compaq or any of its Subsidiaries has a direct
or  indirect equity ownership interest and sets forth the approximate percent of
outstanding  shares  or  other equity interests owned by Compaq, Digital and AV.
Each  AV Subsidiary (a) is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation; (b) has all required
Permits and full corporate power and authority to carry on its business as it is
now being conducted and to own the properties and assets it now owns; and (c) is
duly qualified to do business as a foreign corporation in good standing in every
jurisdiction  in  which  ownership  of  property  or the conduct of its business
requires  such  qualification or, if an AV Subsidiary is not so qualified in any
such  jurisdiction,  it can become so qualified in such jurisdiction without any
AV  Material Adverse Effect.  AV has heretofore made available to CMGI and Newco
complete  and  correct  copies  of  the  Organizational  Documents,  of  each AV
Subsidiary,  as  presently  in  effect.

     3.3     Capitalization  .
             --------------

          (a)     As  of  the  date  hereof,  the authorized capital stock of AV
consists  of  (i)  1,000  shares  of  AV  Common Stock of which 1,000 shares are
issued,  outstanding  and  owned  by  Digital, all of which are duly authorized,
validly issued, fully paid and nonassessable and were not issued in violation of
any  preemptive  or  similar  rights  of  any  Person.

          (b)     Except  as  set  forth  above and except for, the transactions
contemplated  by  this  Agreement and the options set forth in Section 3.3(f) of
the  Compaq  Disclosure  Schedule,  as  of  the  date  hereof,  (i) there are no
securities outstanding which are convertible into or exercisable or exchangeable
for  shares  of  capital stock of AV or any AV Subsidiary, and (ii) there are no
outstanding  options,  rights,  Contracts,  warrants,  subscriptions, conversion
rights  or  other  agreements  or  commitments  pursuant  to  which AV or any AV
Subsidiary  may  be  required  to  purchase, redeem, issue or sell any shares of
capital  stock  or  other  securities  of AV or any AV Subsidiary (collectively,
"Options").

          (c)     The  authorized,  issued  and outstanding capital stock of, or
other  equity  interest  in,  each  of  the AV Subsidiaries and the names of the
holders  of record of the capital stock or other equity interest in each such AV
Subsidiary,  in each case as of the date hereof, are set forth in Section 3.3(c)
of the Compaq Disclosure Schedule.  The issued and outstanding shares of capital
stock  of,  or  other  equity interest in, each of the AV Subsidiaries have been
duly  authorized  and  validly  issued,  and, with respect to capital stock, are
fully  paid  and  non-assessable,  and  were  not  issued  in  violation  of any
pre-emptive  or  similar  rights  of any Person.  All the issued and outstanding
shares  or  other equity interests of the AV Subsidiaries are owned beneficially
as  set  forth  therein,  free  and  clear  of  all  Liens.

          (d)     Except as set forth in Section 3.3(d) of the Compaq Disclosure
Schedule,  there  are  no  outstanding or authorized stock appreciation, phantom
stock  or  similar  rights  with  respect  to  AV  or  any  AV  Subsidiary.

          (e)     There  are  no agreements to which AV or any AV Subsidiary are
party  or  by  which  it  is bound with respect to the voting (including without
limitation  voting  trusts, or proxy), registration under the Securities Act, or
sale  or  transfer  (including  without  limitation  agreements  relating  to
pre-emptive  rights,  rights  of  first  refusal, co-sale rights or "drag along"
rights)  of  any  securities  of  AV  or  any  AV  Subsidiary.

          (f)     Section  3.3(f) of the Compaq Disclosure Schedule sets forth a
complete list of (i) all outstanding Options to purchase shares of capital stock
of  AV or any AV Subsidiary, indicating the holder thereof, the number of shares
subject  to  each  such  Option,  the  exercise  price,  date  of grant, vesting
schedule,  expiration  date and terms regarding the acceleration of vesting, and
(ii)  all  stock  option  plans  and  other equity-related plans of AV or any AV
Subsidiary.

          (g)     As  of  the  date  hereof, Options to purchase an aggregate of
9,794,554  shares  of  AV  Common  Stock  are  outstanding.

     3.4     Authorization of Agreement .  Compaq, Digital and AV (collectively,
             --------------------------
"CDA")  have  all requisite corporate power and authority to execute and deliver
this  Agreement and each instrument required hereby to be executed and delivered
by  them  at  the Closing, to perform their obligations hereunder and thereunder
and  to  consummate  the  transactions  contemplated  hereby  and  thereby.  The
execution  and  delivery  by  CDA of this Agreement and each instrument required
hereby  to  be executed and delivered by them at the Closing and the performance
of  their  obligations  hereunder  and  thereunder  have  been  duly and validly
authorized by all requisite corporate action on the part of CDA.  This Agreement
has  been  duly  executed  and delivered by CDA and, assuming due authorization,
execution  and  delivery  hereof  by  the  Buyers,  constitutes legal, valid and
binding  obligations  of  CDA,  enforceable  against  CDA in accordance with its
terms,  subject to bankruptcy, insolvency, reorganization, moratorium or similar
Laws  now  or  hereafter in effect relating to creditors' rights generally or to
general  principles  of  equity.

     3.5     Consents  and Approvals No Violations .  Except for the Consents as
             -------------------------------------
may be required under the HSR Act and the filing of the Certificate of Merger as
required  by  the  DGCL,  none of the execution, delivery or performance of this
Agreement  by  CDA,  or  the  consummation  by  CDA  of  any of the transactions
contemplated  hereby  will  (i)  conflict  with  or  result in any breach of any
provision  of  the  Organizational Documents of CDA, (ii) require any Consent of
any  Governmental  Entity,  (iii)  require  any  Consent  of  any  other  Person
(including  consents  from  parties  to  loans,  Contracts,  leases  and  other
agreements  to  which  AV,  Digital  or any affiliate of AV is a party), (iv) or
result in a violation or breach of, or constitute (with or without due notice or
the  passage  of  time  or  both)  a  default  (or  give  rise  to  any right of
termination,  amendment,  cancellation or acceleration) under, any of the terms,
conditions  or  provisions  of  any  Contract,  or (v) violate any Law, Order or
Permit  applicable  to  CDA or any of their properties or assets, excluding from
the foregoing clauses (iii), (iv) and (v) such absences of consents, violations,
breaches  or defaults which would not, individually or in the aggregate, have an
AV  Material  Adverse Effect or adversely affect CDA's ability to consummate the
Transaction.

     3.6     Financial  Statements  .  Compaq  has  delivered  to CMGI and Newco
             ---------------------
copies  of  the following draft financial statements prepared by management on a
carve-out  basis  which  have  not  been  reviewed  or  audited  by  independent
accountants  (collectively  the  "AV  Financial  Statements"):

          (a)     statements  of  operations  and cash flows for the years ended
December  31,  1996  and  December 31, 1997 and the period commencing January 1,
1998  and  ending  June  11,  1998  for  the  AltaVista  division  of  Digital;

          (b)     a  balance  sheet  as  at  December 31, 1997 for the AltaVista
division  of  Digital;  and

          (c)     a  balance  sheet  as  at  December 31, 1998 and statements of
operations  and  cash  flows  for the period commencing June 12, 1998 and ending
December  31,  1998  for  the  AltaVista  division  of  Digital.

Except  for  (a) the fact that the AV Financial Statements do not contain all of
the  required  adjustments relating to the final allocation of purchase price in
connection  with  the  acquisitions  by  Compaq  of  Digital,  (b)  any non-cash
compensatory charges related to stock compensation arrangements, (c) other final
adjustments,  which  other final adjustments will not be material in amount, and
(d) the fact that the notes are in draft form and not complete, the AV Financial
Statements  have  been prepared in conformity with GAAP on a carve-out basis and
present  fairly  the  financial  position  of the AltaVista division as at their
respective dates and the statements of operations and cash flows for the periods
presented  therein.

     3.7     Absence of Certain Changes or Events .  Since December 31, 1998 (i)
             ------------------------------------
the  AV  Business  has  been  carried  on  only in the ordinary and usual course
consistent  with  past  practice  and  (ii)  there  has  not occurred any event,
development  or  change which, individually or in the aggregate, has resulted in
or  is  reasonably  likely  to  result  in  an  AV  Material  Adverse  Effect.

     3.8     Litigation  .  There  is no Litigation pending, or to the Knowledge
             ----------
of Compaq, Digital or AV, threatened, against or involving AV, any AV Subsidiary
or  any  of  their respective assets or the AV Business, which is not a Retained
Liability  (as  defined  in  the  Assignment  Agreement).

     3.9     Compliance  with Laws .  Each of CDAS is, and since January 1, 1997
             ---------------------
has  been, in compliance, with respect to AV Business, with all applicable Laws,
except  for  any violations which would not reasonably be expected to have an AV
Material  Adverse  Effect.  Since January 1, 1997, none of CDAS has received any
notice  or  other  communication  (whether  written  or  oral)  from  any Person
regarding  any actual, alleged, possible or potential violation of or failure to
comply  with  any Law with respect to the AV Business, except in connection with
Retained Liabilities (as defined in the Assignment Agreement) and for violations
which  do  not, and would not reasonably be expected to have, individually or in
the  aggregate,  an  AV  Material  Adverse  Effect.

     3.10     Environmental  Matters  .   Except  as is not reasonably likely to
              ----------------------
result  in  an  AV  Material  Adverse  Effect:

          (a)     AV,  each  of the AV Subsidiaries and the AV Business (i) have
been  and  are  in  compliance with all applicable Environmental Laws; (ii) have
obtained  all  Permits  required  for  the  operation of their businesses by any
applicable Environmental Law (collectively "Environmental Permits") and all such
Environmental  Permits  are  in  full  force and effect, no appeal nor any other
action  is  pending  to  revoke  any such Environmental Permit; and (iii) are in
compliance  with  all  such  Environmental  Permits,  and have filed in a timely
manner  all  applications  to  renew such Environmental Permits or to obtain new
Environmental  Permits  to  the extent such applications are currently required.

          (b)     There has been no Release of any Hazardous Material that would
reasonably  be likely to form the basis of any Environmental Claim against AV or
any  AV Subsidiary at the properties owned or leased by AV, any AV Subsidiary or
the  AV Business (the "AV Properties").  AV Properties are not, to the Knowledge
of  CDAS  adversely affected by any Release or threatened Release of a Hazardous
Material  originating  or  emanating  from  any  other  property.  There were no
Releases  of Hazardous Materials on properties formerly owned or operated by AV,
any  AV  Subsidiary  or the AV Business, or any predecessors thereof, during the
period of such operation or ownership, that would reasonably be likely to result
in  an  Environmental  Claim  against  AV  or  any  AV  Subsidiary.

          (c)     Neither  AV,  any  AV  Subsidiary  nor  AV  Business  has
manufactured,  used,  generated,  stored,  treated,  transported,  disposed  of,
released,  or  otherwise  managed  any  Hazardous  Material  at  any  of  the AV
Properties.

          (d)     Neither  AV,  any  AV  Subsidiary nor AV Business: (i) has any
liability for response or corrective action for natural resources damage, or any
other  harm  pursuant  to  any  Environmental  Law,  (ii)  is subject to, or has
Knowledge  of, any Environmental Claim involving AV or any AV Business, or (iii)
has  any  Knowledge  of  any condition or occurrence at any of the AV Properties
which  could  form  the  basis  of  an  Environmental  Claim  against AV, any AV
Subsidiary  or  any  AV  Business,  or  any  of  the  AV  Properties.

          (e)     The  AV  Properties  are  not  subject  to  any, and AV has no
Knowledge  of  any,  imminent  restriction  on  the ownership, occupancy, use or
transferability  of  the  AV Properties in connection with any (i) Environmental
Law  or  (ii)  Release  or  threatened  Release  of  any  Hazardous  Material.

          (f)     There  are no conditions or circumstances at the AV Properties
that  pose  a risk to the environment or the health and safety of any Person, or
would  require  any  remedial  action.

          (g)     Neither AV, any AV Subsidiary nor AV Business has been subject
to  any  inquiry  or request for information related to its disposal, treatment,
storage  or  recycling, or the arrangement for said activities, of any Hazardous
Material  or  waste,  at  any  property  other  than  the  AV  Properties.

          (h)     To  the  Knowledge of AV, neither AV, any AV Subsidiary nor AV
Business  or any predecessor thereto has disposed, recycled, treated, stored, or
arranged  for  said  activities,  at any property that is listed or proposed for
listing  on  the  Federal National Priorities List, the Federal CERCLIS list, or
any  list  compiled pursuant to state statutes or Laws that are analogous to the
Federal Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C.   9601  et  seq.

          (i)     The  AV  Properties  do  not  contain  any underground storage
tanks,  landfills,  electrical  equipment  containing polychlorinated biphenyls,
surface  impoundments, friable asbestos-containing materials, or hazardous waste
treatment,  storage  or  disposal  units  that  either  have or require a Permit
pursuant  to  any  Law.

          (j)     Since  January  1,  1997,  neither  AV nor any AV Business has
received communication (written or oral) that alleges that AV or any AV Business
is  not  in  compliance  with  any  Environmental  Law.

     3.11     Intellectual  Property  .
              ----------------------

          (a)     To the Knowledge of CDAS, CDAS with respect to the AV Business
own  or  otherwise  have the right to use all Intellectual Property necessary to
(a)  provide  the  services  currently  provided,  and  currently  planned to be
provided, by the AV Business, AV and its Subsidiaries to third parties; (b) use,
manufacture,  copy,  modify,  market  and distribute the products currently, and
currently  planned  to  be,  manufactured, marketed, sold, licensed or otherwise
distributed  by the AV Business, AV and its Subsidiaries; and (c) to operate the
internal  systems  of the AV Business, AV and its Subsidiaries that are material
to  the  business  or  operations  of  the AV Business, AV and its Subsidiaries,
including  without  limitation,  computer  hardware  systems  and  software
applications. Except for third party licenses that are not assignable, each item
of  such  Intellectual  Property  will  be  owned  or available for use by Newco
immediately  following  the  Closing  on  substantially  identical  terms  and
conditions  as  it  was  available  to  the AV Business immediately prior to the
Closing,  except  where  the failure to own or have available for use such item,
individually  or in the aggregate, could not reasonably be expected to result in
an  AV  Material  Adverse Effect.  For purposes of this Agreement, "Intellectual
Property"  shall  mean  any and all of the following: trademarks, service marks,
trade  names,  Internet  domain  names,  designs,  logos,  slogans,  and general
intangibles  of  like  nature,  together  with  all  goodwill, registrations and
applications  related  to  the  foregoing;  patents  and  patent  applications
(including  any  continua-tions,  divisions,  continuations-in-part,  renewals,
reissues,  and  applications  for  any  of  the  foregoing),  industrial  design
registrations  and  applications  (including  any  renewals thereof); copyrights
(including  any  registrations  and  applications  therefor  );  software; data;
documentation;  "mask  works"  (as  defined  under  17  USC   901)  and  any
registrations  and  applications for "mask works"; technology, trade secrets and
other  confidential  information,  know-how,  proprietary  processes,  formulae,
algorithms,  models  and  methodologies;  and  other  property  of  like nature.

          (b)     To  the  Knowledge  of CDAS, the activities and the conduct of
the AV Business do not infringe upon, violate or constitute the unauthorized use
of  the  intellectual  property rights of any third party.   There is no pending
or,  to  the  Knowledge of CDAS, threatened (in writing) Claim before any court,
agency,  arbitral  tribunal,  or  registration authority in any jurisdiction (i)
involving  any  item of Intellectual Property owned or used by CDAS with respect
to  the  AV Business, (ii) alleging that the activities or the conduct of the AV
Business  does or will infringe upon, violate or constitute the unauthorized use
of the intellectual  property rights of any third party or (iii) challenging the
ownership,  use,  validity, enforceability or registrability of any Intellectual
Property by CDAS with respect to the AV Business, except for such Claims as have
not  resulted and could not reasonably be expected to result, individually or in
the  aggregate,  in  an  AV  Material Adverse Effect.  There are no settlements,
forebearances  to  sue,  consents,  judgments,  or orders or similar obligations
(other  than  license  agreements  in the ordinary course of business) which (a)
restrict  the  rights  of  CDAS  to  use any material Intellectual Property with
respect to the AV Business, (b) restrict the AV Business in order to accommodate
a  third party's intellectual property rights or (c) permit third parties to use
any  material  Intellectual  Property  owned  by  CDAS  with  respect  to the AV
Business.

          (c)     To  the  Knowledge  of  CDAS,  no  third  party  is  making
unauthorized  use  of  or  infringing  in any material respect upon any material
Intellectual  Property  owned  by  CDAS  with  respect  to  the  AV  Business.

          (d)     CDAS  have  taken  commercially  reasonable actions to protect
each item of material Intellectual Property owned by any of them with respect to
the  AV Business, except where the failure to take such actions has not resulted
and  could  not  reasonably  be  expected  to  result,  individually  or  in the
aggregate,  in  an  AV  Material  Adverse  Effect.

          (e)     None  of CDAS is in violation of any agreement relating to any
Intellectual  Property  with  respect  to  the  AV  Business,  except  for  such
violations as have not resulted, and could not reasonably be expected to result,
individually  or  in  the  aggregate,  in  an  AV  Material Adverse Effect.  The
consummation of the transactions contemplated hereby will not result in the loss
or  impairment  of  the  rights  of  any  of  CDAS  to  own,  use or enforce any
Intellectual  Property used in its business or operations with respect to the AV
Business,  except where such loss or impairment could not reasonably be expected
to  result,  individually or in the aggregate, in an AV Material Adverse Effect.

          (f)     To  the  Knowledge  of  CDAS,  none  of CDAS has disclosed the
source  code  for  any  of  the software owned by any of CDAS and used in the AV
Business  (the  "Software")  or  other  confidential  information  constituting,
embodied  in  or  pertaining  to  the  Software  to any person or entity, except
pursuant  to  nondisclosure  agreements,  and  CDAS  have  taken  reasonable
commercially  reasonable  measures  to  prevent  disclosure of such source code.

     3.12     Year  2000 .  All Systems used in the AV Business or used by AV or
              ----------
its  Subsidiaries  are, or will be prior to August 31, 1999, Year 2000 Compliant
and,  to  the  Knowledge of CDAS, all Systems used by the material suppliers and
facilities  providers of the AV Business are Year 2000 Compliant, except in each
case  for  failures  to  be  Year  2000  Compliant  that, individually or in the
aggregate,  have not resulted  and could not reasonably be expected to result in
an  AV  Material  Adverse  Effect.  For  purposes  of this Agreement, "Year 2000
Compliant"  means  that  the  Systems  (i)  accurately  receive,  record, store,
provide,  recognize  and process date data (including calculating, comparing and
sequencing) from, into and between the twentieth and twenty-first centuries, the
years  1999  and  2000, and leap year calculations, (ii) operate accurately with
otherwise  compatible  software and hardware that use four-digit date format for
representation of the year, and (iii) will not malfunction, cease to function or
provide invalid or incorrect results as a result of (x) the change of years from
1999  to 2000, (y) date data, including date data which represents or references
different  centuries,  different  dates  during  1999 and 2000, or more than one
century  or  (z)  the  occurrence  of  any  particular  date.

     3.13     ERISA  Compliance  .
              -----------------

          (a)     For purposes of this Agreement, the following terms shall have
the  following  meanings:

               (i)     "Employee  Benefit  Plan"  means  any  "employee  pension
benefit  plan"  (as  defined  in  Section  3(2) of ERISA), any "employee welfare
benefit  plan"  (as  defined in Section 3(1) of ERISA), and any other written or
oral  plan,  agreement  or  arrangement  (excluding  agreements  with individual
employees)  involving  compensation,  including  without  limitation  insurance
coverage,  severance  benefits,  disability  benefits,  deferred  compensation,
bonuses,  stock  options,  stock  purchase, phantom stock, stock appreciation or
other forms of incentive compensation or post-retirement compensation maintained
or  contributed to by AV, any AV Subsidiary, or any ERISA Affiliate with respect
to  present  or  former  employees  of  AV  or  any  AV  Subsidiary.

               (ii)     "ERISA"  means  the  Employee Retirement Income Security
Act  of  1974,  as  amended.

               (iii)     "ERISA  Affiliate" means any entity which is, or at any
applicable  time  was,  a  member  of (1) a controlled group of corporations (as
defined  in  Section  414(b)  of  the Code), (2) a group of trades or businesses
under  common  control  (as  defined  in  Section 414(c) of the Code), or (3) an
affiliated  service  group  (as  defined under Section 414(m) of the Code or the
regulations under Section 414(o) of the Code), any of which includes or included
AV  or  any  of  its  Subsidiaries.

          (b)     Section  3.13(b)  of the Compaq Disclosure Schedule contains a
complete  and accurate list of all Employee Benefit Plans.  All Employee Benefit
Plans  are  in  compliance with all applicable provisions of ERISA and the Code.
AV,  the  AV  Subsidiaries,  and  the  Employee  Benefit  Plans  do not have any
liabilities  or  obligations with respect to the Employee Benefit Plans, whether
or  not  accrued, contingent or otherwise, except (a) as previously disclosed in
writing  to  CMGI,  and  (b)  for  instances  of noncompliance or liabilities or
obligations  that  would  not,  individually  or  in  the  aggregate, have an AV
Material  Adverse  Effect.  Other  than  acceleration  of vesting of options, no
employee  of  AV  or  any of its Subsidiaries will be entitled to any additional
benefits  or  any acceleration of the time of payment or vesting of any benefits
under  any Employee Benefit Plan as a result of the transactions contemplated by
this  Agreement,  either  alone  or  in  combination  with  another  event.

          (c)     Neither  AV,  any of its Subsidiaries, nor any ERISA Affiliate
has  ever maintained an Employee Benefit Plan subject to Section 412 of the Code
or  Title  IV  of  ERISA.

          (d)     No  Employee  Benefit  Plan  is  funded by, associated with or
related  to  a "voluntary employee's beneficiary association" within the meaning
of  Section  501(c)(9)  of  the  Code.

          (e)     Section  3.13(e)  of  the Compaq Disclosure Schedule discloses
each:  (i)  agreement with any director, executive officer or other key employee
of AV or any of the AV Subsidiaries (A) the benefits of which are contingent, or
the  terms of which are materially altered, upon the occurrence of a transaction
involving  AV  or  any  of  the  AV  Subsidiaries  of  the  nature of any of the
transactions  contemplated  by  this  Agreement,  (B)  providing  any  term  of
employment  or  compensation  guarantee  or  (C) providing severance benefits or
other  benefits  after the termination of employment of such director, executive
officer  or  key  employee;  (ii) agreement, plan or arrangement under which any
person  may  receive  payments from AV or any of the AV Subsidiaries that may be
subject  to  the  tax  imposed  by  Section  4999 of the Code or included in the
determination  of  such  person's  "parachute payment" under Section 280G of the
Code;  and  (iii)  agreement  or  plan binding AV or any of the AV Subsidiaries,
including  without  limitation  any  stock option plan, stock appreciation right
plan,  restricted  stock  plan,  stock  purchase plan, severance benefit plan or
Employee  Benefit  Plan,  any of the benefits of which will be increased, or the
vesting  of  the benefits of which will be accelerated, by the occurrence of any
of  the  transactions  contemplated by this Agreement or the value of any of the
benefits  of  which  will  be calculated on the basis of any of the transactions
contemplated  by  this  Agreement.

          (f)     All  Options  are  subject  to  a right of first refusal and a
buyback  right  upon  termination  of  employment  of  the  optionee.

     3.14     Brokers  .  No  broker,  finder, investment banker or other Person
              -------
(other  than  Greenhill  & Co.,  LLC  and Morgan Stanley & Co. Incorporated) is
entitled  to  any  brokerage,  finder's or other fee or commission in connection
with  the  transactions  contemplated  by this Agreement based upon arrangements
made  by  or  on  behalf  of  any  of  CDAS.

     3.15     Opinion  of  Financial Advisor .  The Board of Directors of Compaq
              ------------------------------
has  received  the  opinions  of  Greenhill  & Co., LLC and Morgan Stanley & Co.
Incorporated,  Compaq's  financial advisor, substantially to the effect that the
consideration  to  be  paid  by  CDAS for the shares which Digital is to receive
pursuant  to  this  Agreement  is fair to Compaq from a financial point of view.

     3.16     Taxes  .
              -----

          (a)     Each  of  the  Companies  has  timely  filed  all material Tax
Returns  that it was required to file, and all such Tax Returns were correct and
complete in all material respects.  Each group of corporations with which any of
the  Companies  has  filed  (or  was  required  to file) consolidated, combined,
unitary  or  similar  Tax  Returns,  other than the Compaq Group (an "Affiliated
Group")  has  timely filed all material Tax Returns that it was required to file
with  respect  to  any period in which any of the Companies was a member of such
Affiliated  Group  (an "Affiliated Period"), and all such Tax Returns were true,
correct  and  complete in all material respects.  Each of the Companies has paid
all  material Taxes (whether or not shown on such Tax Returns) that were due and
payable  and  each  Affiliated Group has paid all material Taxes (whether or not
shown  on  such  Tax  Returns)  that  were  due  and payable with respect to all
Affiliated  Periods.  All  Taxes that any of the Companies is or was required by
law  to  withhold  or  collect  have been duly withheld or collected and, to the
extent required, have been paid to the proper taxing authority, except where the
failure  to  withhold  or collect could not reasonably be expected to have an AV
Material  Adverse  Effect.

          (b)     Compaq's  taxable  year ends November 30.  Each of AV, SDC and
ZIP2 joined the Compaq Group in the taxable year beginning December 1, 1998.  No
examination  or audit of any Tax Return of the Companies or any Affiliated Group
with  respect to an Affiliated Period by any Governmental Entity is currently in
progress or, to the Knowledge of the Companies and the members of any Affiliated
Group, threatened or contemplated.  None of the Companies nor the members of any
Affiliated  Group  has  been  informed by any jurisdiction that the jurisdiction
believes  that any of the Companies or the Affiliated Group was required to file
any  Tax  Return  that  was  not  filed.

          (c)     None  of  the Companies or any Affiliated Group has waived any
statute  of  limitations with respect to Taxes or agreed to an extension of time
with  respect  to  a  Tax  assessment  or  deficiency.

          (d)     None of the Companies is a "consenting corporation" within the
meaning  of  Section  341(f)  of  the Code, and none of the assets of any of the
Companies  is  subject  to  an  election  under  Section  341(f)  of  the  Code.

          (e)     None  of the assets, or any beneficial interest therein, to be
transferred to Newco pursuant to this Agreement, has been transferred by Digital
to  any  of  its  Subsidiaries  prior  to  the  Closing.

          (f)     None  of  the  Companies has any actual or potential liability
for any Taxes of any person (other than the Companies) under Treasury Regulation
Section  1.1502-6 (or any similar provision of federal, state, local, or foreign
law),  or  as  a  transferee  or  successor,  by  contract,  or  otherwise.

          (g)     None  of the Companies has undergone a change in its method of
accounting  resulting in an adjustment to its taxable income pursuant to Section
481(h)  of  the  Code.

          (h)     None  of the Companies is or has been required to make a basis
reduction  pursuant  to  Treasury  Regulation  Section  1.1502-20(b) or Treasury
Regulation  Section  1.337(d)-2(b).

          (i)     None  of Compaq, Digital or the Companies knows of any fact or
has  taken  any  action  that  could  reasonably  be  expected  to  prevent  the
contributions  referenced  in  Section  1.2  from  constituting  a  transaction
described  in  Section  351  of  the  Code.

     3.17     Information  in  Proxy Statement .  The information to be provided
              --------------------------------
to  CMGI  by  Compaq for inclusion in the Proxy Statement to be mailed to CMGI's
shareholders  with  respect  to  the  Conversion  will  not  contain  any untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein  or  necessary  in  order  to  make  the  statements made in the
information  to  be  provided by Compaq, in the light of the circumstances under
which  they  were  made,  not  misleading.

     3.18     Undisclosed  Liabilities  .  None  of CDAS, with respect to the AV
              ------------------------
Business,  has  any  liability  (whether absolute or contingent), except for (a)
liabilities  shown  on  the most recent balance sheet referred to in Section 3.6
(the  "Most  Recent Balance Sheet"), (b) liabilities which have arisen since the
date  of  the  Most Recent Balance Sheet in the ordinary course of business, (c)
contractual  and  other  liabilities incurred in the ordinary course of business
which  are  not  required  by  GAAP  to  be  reflected  on  a balance sheet, (d)
liabilities  of  SDC  and  ZIP2, (e) compensation expense in connection with the
issuance  of Options and (f) liabilities which would not reasonably be expected,
individually  or  in  the  aggregate,  to  have  an  AV Material Adverse Effect.

     3.19     Assets .  Except as would reasonably not be expected to have an AV
              ------
Material  Adverse Effect, Newco, after the consummation of the Transaction, will
own or lease all tangible assets necessary for the conduct of the AV Business as
presently  conducted.  Each  such  tangible  asset which is personal property is
free  from  material  defects,  has  been  maintained  in accordance with normal
industry  practice, is in good operating condition and repair (subject to normal
wear  and tear) and is suitable for the purposes for which it is presently used,
other  than  defects  and  failures  which  would  not,  individually  or in the
aggregate,  have  an AV Material Adverse Effect.  Except as would reasonably not
be  expected  to  have  an AV Material Adverse Effect, no material asset of CDAS
with  respect  to  the  AV  Business  is  subject  to  any  Lien.

     3.20     Owned  Real  Property  .  Section  3.20  of  the Compaq Disclosure
              ---------------------
Schedule lists all real property owned by any of CDAS which is used primarily in
the  AV  Business.  With  respect  to  each  parcel of such owned real property,
Newco,  after  the  consummation  of  the  Transaction, will have good and clear
record  and  marketable title to such parcel, free and clear of any Lien, except
for  easements,  covenants and other restrictions which do not materially impair
the  uses  and  occupancy  of  such parcel, and a lease to a portion of property
referenced  in  the  Compaq  Disclosure  Schedule.

     3.21     Contracts  .
              ---------

          (a)     Section 3.21 of Compaq Disclosure Schedule lists the following
agreements  (written  or  oral)  to  which  any  of  CDAS with respect to the AV
Business  is  a  party  as  of  the  date  of  this  Agreement:

               (i)     any  agreement,  or  group  of  related agreements, which
involves  more  than  $1,000,000;

               (ii)    any  agreement under which the AV Business,  AV or any AV
Subsidiary  has  incurred,  assumed  or  guaranteed, or may assume or guarantee,
indebtedness  for  borrowed  money  (including capitalized lease obligations) of
more  than  $1,000,000;

               (iii)   any agreement restricting the AV Business,  AV or any  AV
Subsidiary  from  competing  in  any  manner;

               (iv)    any  agreement  with  an  officer  or director of the  AV
Business;  and

               (v)     any  agreement under which the consequences of a  default
or  termination  would  be  reasonably  expected  to have an AV Material Adverse
Effect.

          (b)     Compaq  has  made  available  to CMGI a copy of each agreement
listed in Section 3.21 of the Compaq Disclosure Schedule.  None of CDAS, nor, to
the Knowledge of CDAS, any other party, is in breach or violation of, or default
under, any such agreement, which would reasonably be expected to result in an AV
Material  Adverse  Effect.


                                   ARTICLE IV

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

     4.1     Funding  of  the  AV  Business  .
             ------------------------------

          (a)     During  the  period  prior  to  the  Closing Date, Compaq will
provide cash for the AV Business in monthly amounts equal to one-third of the AV
Budget  (as  previously  furnished  to  CMGI)  for  the applicable quarter.  Any
funding  in  excess  of  that  amount  shall be subject to agreement by CMGI and
Compaq.

          (b)     On  the  Closing  Date and prior to the Effective Time, Compaq
will make a cash capital contribution to the AV Business or the AV Business will
pay  a  cash  dividend  (or  otherwise  transfer  cash)  to Compaq such that the
remainder  of  the  cash  and  cash  equivalents  of  the  AV Business minus its
indebtedness  for  borrowed  money  will  be  equal  to  zero.

     4.2     Conduct of the AV Business .  Except as set forth in Section 4.2 of
             --------------------------
the  Compaq  Disclosure  Schedule,  during  the  period  from  the  date of this
Agreement  to the Closing Date (unless CMGI shall otherwise agree in writing and
except  as  otherwise  contemplated  by  this  Agreement), CDAS will conduct the
operations of the AV Business in the ordinary course of business consistent with
past  practice  and  shall  use  all  reasonable  efforts to preserve intact its
current  business  organizations,  keep  available the services of their current
officers  and  employees,  maintain  its  material  contracts  and  preserve its
relationships with customers, suppliers and others having business dealings with
it.  Without  limiting  the generality of the foregoing, and except as otherwise
contemplated  by  this  Agreement,  or as set forth in Section 4.2 of the Compaq
Disclosure  Schedule,  or  as agreed to in writing by CMGI, CDAS with respect to
the  AV  Business  agree  that:

          (a)     Issuance  of  Securities.  Except  for  issuing  options  to
                  ------------------------
purchase  up  to  500,000  shares of stock under the AltaVista 1999 Stock Option
Plan  (upon  terms  to  be  mutually  approved  by  CMGI), neither AV nor any AV
Subsidiary  shall  issue,  sell,  grant,  dispose of or authorize or propose the
issuance,  sale  or disposition of (i) any additional shares of capital stock of
any  class,  or  any securities or rights convertible into, exchangeable for, or
evidencing  the  right  to  subscribe  for  any  shares of capital stock, or any
rights,  warrants,  options,  calls,  commitments or any other agreements of any
character  to  purchase or acquire any shares of capital stock or any securities
or  rights  convertible  into,  exchangeable  for,  or  evidencing  the right to
subscribe  for,  any  shares  of  capital  stock or (ii) any other securities in
respect  of,  in lieu of, or in substitution for, shares outstanding on the date
hereof.

          (b)     Restructuring.  Neither AV nor any AV Subsidiary shall adopt a
                  -------------
plan  of  complete  or  partial liquidation, dissolution, merger, consolidation,
restructuring,  recapitalization  or  other  reorganization.

          (c)     Governing  Documents.  Except  for  an  amendment  to  the  AV
                  --------------------
Certificate  of  Incorporation to increase its authorized common stock, AV shall
not  adopt  any  amendments  to  its  Organizational Documents, or alter through
merger,  liquidation,  reorganization, restructuring or in any other fashion its
corporate  structure  or  ownership  of  any  AV  Subsidiary.

          (d)     No  Acquisitions.  None  of  CDAS,  with  respect  to  the  AV
                  ----------------
Business,  shall  acquire  or  agree  to acquire (i) by merging or consolidating
with,  or  by purchasing a substantial portion of the assets of, or by any other
manner, any business or any corporation, limited liability company, partnership,
association  or  other  business  organization  or  division thereof or (ii) any
assets  that, individually or in the aggregate, are material to the AV Business.

          (e)     No  Dispositions.  Except  in  the ordinary course of business
                  ----------------
consistent  with  past  practice,  neither  AV nor any AV Subsidiary shall sell,
lease, license or otherwise encumber or subject to any Lien or otherwise dispose
of  any  of  its  properties  or  assets  with  respect  to  the  AV  Business.

          (f)     Capital  Expenditures.  None  of CDAS shall commit to make any
                  ---------------------
capital  expenditures  with  respect  to  the  AV  Business relating to a single
project  in  excess  of $1,000,000 or in the aggregate in excess of $15,000,000.

          (g)     Employee  Matters.  Except as required by Law or in accordance
                  -----------------
with  this  Agreement,  none of CDAS, with respect to the AV Business, shall (i)
increase  the  compensation  of  any  of  its  respective  employees, other than
non-officer  employees  in  the ordinary course of business consistent with past
practice  as to both frequency and amount, (ii) amend or enter into any Contract
with  any  of  its  respective  employees  regarding  his  or  her  employment,
compensation  or  benefits, other than offer letters to prospective employees in
the  ordinary  course of business and stock options permitted by Section 4.2(a),
or  (iii)  adopt  any  employee benefit plan as defined in Section 3(3) of ERISA
("Plan"),  arrangement  or  policy  which would become a Plan or amend any Plan.

          (h)     Liens.  None  of  CDAS  shall  create,  incur  or  assume  any
                  -----
material  Lien  on any of their material assets with respect to the AV Business.

          (i)     Claims.  None  of CDAS shall settle any material claim, action
                  ------
or proceeding involving money damages or waive or release any material rights or
claims  with  respect  to  the  AV  Business,  except  in the ordinary course of
business.

          (j)     Representations  and  Warranties.  Neither Compaq nor AV shall
                  --------------------------------
(i)  take,  or  agree  or  commit  to  take  any  action  that  would  make  any
representation  and  warranty  of  Compaq  and  AV  hereunder  inaccurate in any
material  respect  on  the Closing Date, or (ii) omit, or agree to omit, to take
any  action  necessary to prevent any such representation or warranty from being
inaccurate  in any material respect on the Closing Date; provided, however, that
                                                         --------  -------
Compaq  and  AV shall be permitted to take or omit to take such action which can
be  cured,  and  in  fact  is  cured,  at  or  prior  to  the  Closing  Date.

          (k)     Intellectual Property.  None of CDAS shall transfer or license
                  ---------------------
to  any  Person  any  rights  to  Intellectual Property used primarily in the AV
Business,  other  than  to  customers  in  the  ordinary  course  of  business.

          (l)     Contracts.  None  of  CDAS  shall  enter into (i) any Contract
                  ---------
which,  if  entered  into  prior  to the date of this Agreement, would have been
required  to  be  disclosed in Section 3.21 of the Compaq Disclosure Schedule or
(ii)  any  Contract with a party other than a majority-owned CMGI Subsidiary for
services  to  be  used  in  the AV Business that could be provided on reasonably
comparable  terms  from  a  majority-owned  CMGI  Subsidiary.

          (m)     No  Agreements.  None of CDAS shall enter into any Contract to
                  --------------
do  any  of  the  foregoing.

     4.3     Conduct  of Business of CMGI.  CMGI shall not (i) take, or agree or
             ----------------------------
commit  to  take  any  action that would make any representation and warranty of
CMGI  hereunder  inaccurate in any material respect on the Closing Date, or (ii)
omit,  or  agree  to  omit,  to  take  any  action necessary to prevent any such
representation  or warranty from being inaccurate in any material respect on the
Closing Date; provided, however, that CMGI shall be permitted to take or omit to
              --------  -------
take  such  action  which can be cured, and in fact is cured, at or prior to the
Closing  Date.


                                   ARTICLE V

           SALE OF SHARES; BOARD MEMBERSHIP; VOTING AGREEMENT; STANDSTILL

     5.1     Lock-Up  .  Without  the  prior  written  consent  of CMGI, neither
             -------
Compaq  nor  any  of  its  Subsidiaries  may offer to sell, contract to sell, or
otherwise  sell,  dispose  of,  loan,  pledge, transfer or grant any rights with
respect  to,  or  enter  into  any  short  sale  or  otherwise  hedge  against
(collectively,  a "Share Disposition") any Acquisition Shares on or prior to the
first anniversary of the Closing Date; provided, however, that the provisions of
                                       --------  -------
this  Section  5.1 shall not prohibit any Share Disposition among Compaq and its
Subsidiaries,  provided that any such transferee agrees to be bound by the terms
               --------
of  this  Agreement,  including  without limitation this Section 5.1.  After the
first  anniversary  of the Closing Date, Compaq or its Subsidiaries may transfer
or  otherwise  dispose  of  the  Acquisition  Shares  only:  (i) pursuant to the
Registration  Rights  Agreement, (ii) pursuant to Rule 144 promulgated under the
Securities  Act,  to  the  extent  applicable,  or  (iii)  pursuant to privately
negotiated  sales;  provided that (A) neither Compaq nor any of its Subsidiaries
                    --------
shall knowingly sell a number of Acquisition Shares equal to more than 5% of the
then  outstanding  shares  of  Common  Stock  of  CMGI  to any single Person (or
affiliates  of such Person) other than to a broker-dealer for resale, (B) during
the  period  from twelve months to eighteen months after the Closing, Compaq and
its  Subsidiaries  shall  not  sell  more than 50% of the Acquisition Shares and
during  the period from eighteen months to twenty-four months after the Closing,
Compaq  and  its  Subsidiaries  shall  not sell more than 50% of the Acquisition
Shares, and (C) Compaq and its Subsidiaries shall not, other than pursuant to an
underwritten public offering pursuant to the Registration Rights Agreement, sell
a  number of Acquisition Shares on any day equal to more than 10% of the average
daily  trading  volume  for  CMGI  Common  Stock  during  the  prior  week.

     5.2     Rights  of  First  Offer  .  In  the  event  of  a  proposed  Share
             ------------------------
Disposition  to any single Person (or affiliates of such Person) of 3,000,000 or
more  Acquisition  Shares  (subject  to  appropriate adjustment in the case of a
stock  split,  stock dividend, reclassification or similar event) by (i) Compaq,
(ii)  Subsidiaries  of  Compaq  who  shall have acquired Acquisition Shares from
Compaq  or  any  other Subsidiaries of Compaq or (iii) Compaq and one or more of
such  Subsidiaries  together,  other  than  in  connection  with  a registration
pursuant  to  the Registration Rights Agreement, Compaq or such Subsidiary shall
first offer such Acquisition Shares to CMGI by delivery of a written notice (the
"Offer  Notice") to CMGI specifying the number of Acquisition Shares proposed to
be  sold  or  transferred,  the  price  to be paid for such shares and the other
material terms and conditions of the proposed sale. CMGI shall have the right to
purchase  all  but  not less than all of the Acquisition Shares specified in the
Offer  Notice, which right may be exercised only by delivery to Compaq within 10
business  days  after  the  Offer  Notice shall have been delivered to CMGI of a
written notice (the "Acceptance Notice) setting forth its acceptance of Compaq's
offer.  In  the  event that CMGI does not deliver an Acceptance Notice to Compaq
by  the  close of business on the tenth business day following Compaq's delivery
of an Offer Notice (the "Last Acceptance Day"), Compaq (or Compaq's Subsidiaries
or Compaq and its affiliates) shall be free to sell or transfer up to the number
of  Acquisition  Shares  specified  in  the Offer Notice for a period of 90 days
after  the  Last  Acceptance Day to one or more Persons; provided, however, that
                                                         --------  -------
any  Acquisition Shares not sold within such 90 day period shall, if proposed to
be  sold  or  transferred  in  sale or transfer of 3,000,000 or more Acquisition
Shares  (subject  to  appropriate  adjustment  in the case of stock split, stock
dividend,  reclassification  or  similar  event), shall thereafter be offered to
CMGI  in  accordance  with this Section 5.2.  In the event that CMGI delivers an
Acceptance  Notice prior to the Last Acceptance Day, the closing of the purchase
of  Acquisition  Shares  by  CMGI  shall  take  place  30 days after the date of
Acceptance  Notice.

     5.3     Registration  Rights  .  Compaq  and CMGI will at the Closing enter
             --------------------
into  a  Registration Rights Agreement substantially in the form attached hereto
as  Exhibit  D  (the  "Registration  Rights  Agreement").
    ----------

     5.4     Board  Designee  .
             ---------------

          (a)     The  Board  of  Directors  of CMGI (the "Board"), shall elect,
effective  as  of the Effective Time, a member of the Board designated by Compaq
(the  "Compaq Designee").  In connection with any meeting of the stockholders of
Newco  at  which members of the Board are to be elected and at which the term of
the  Compaq  Designee  expires,  the  Board,  or the applicable committee, shall
nominate  and  recommend  to its stockholders one Compaq Designee.  In the event
that  a  Compaq  Designee dies, retires, or is otherwise removed from the Board,
the  Board  shall  elect as a replacement a new Compaq Designee.  If at any time
Compaq or an affiliate of Compaq owns less than 5% of the issued and outstanding
stock of CMGI, the Compaq Designee shall resign from the Board, and Compaq shall
no longer have any rights under this section to designate a member of the Board.

          (b)     The Board of Directors of Newco (the "AV Board"), shall elect,
effective  as  of  the  Effective  Time,  a member of the AV Board designated by
Compaq  (the  "Compaq  AV  Designee").  In  connection  with  any meeting of the
stockholders  of Newco at which members of the AV Board are to be elected and at
which  the  term  of the Compaq AV Designee expires, the Board or the applicable
committee  shall  nominate  and  recommend  to  its  stockholders  one Compaq AV
Designee.  In the event that a Compaq AV Designee dies, retires, or is otherwise
removed  from  the  AV  Board,  the  AV Board shall elect as a replacement a new
Compaq  AV  Designee.  If  at  any time Compaq or an affiliate of AV Compaq owns
less  than  5%  of  the  issued  and  outstanding  stock of Newco, the Compaq AV
Designee  shall  resign  from  the  AV Board and Compaq shall no longer have any
rights  under  this  section  to  designate  a  member  of  the  AV  Board.

     5.5     Voting  Agreement  .  On  the  date  hereof  David  S. Wetherell is
             -----------------
entering  into  a  Voting  Agreement.

     5.6     Standstill  .  Until  June  30, 2009, neither Compaq nor any of its
             ----------
Subsidiaries  shall,  alone  with  others, in any manner (i) acquire or agree to
acquire,  or  make  any proposal (or request permission to make any proposal) to
acquire  any  securities or indirect rights, warrants to acquire any securities,
or  any  significant  portion  of  the  assets  of,  CMGI  (other  than property
transferred  in the ordinary course of CMGI's business), (ii) solicit or propose
to  solicit  proxies  from  stockholders of CMGI, (iii) form, join or in any way
participate  in  "group"  (within  the meaning of Section 13d(3) of the Exchange
Act)  with  respect  to any voting securities of CMGI, (iv) publicly announce or
refer  to any possible business combination with CMGI or disclose any intention,
plan  or  arrangement  for  such  a business combination, (v) participate in any
discussions  or  negotiations with any third party regarding, or furnish a third
party with information with respect to, any such business combination, (vi) make
any request or proposal to amend, modify or waive any provisions of this Section
5.6  except  in  a  non-public  and confidential matter or (vi) assist any other
person  in doing any of the foregoing; provided, however, that the provisions of
                                       --------  -------
this Section 5.6 shall cease to be binding on Compaq and its Subsidiaries in the
event  that  (a)  any  competitor  of  Compaq  acquires  more  than  10%  of the
outstanding  voting  securities  of  CMGI,  (b)  a third party makes a bona fide
unsolicited  offer, which is publicly announced, to acquire more than 10% of the
outstanding  voting  securities  of  CMGI,  or (c) CMGI enters into an agreement
providing for a merger or combination as a result which all or substantially all
the  individuals  and  entities  that  are  holders of voting securities of CMGI
immediately  prior to such merger or combination own less than a majority of the
outstanding  voting  securities of the surviving or acquiring entity immediately
after  such  merger  or  consolidation.

     5.7     Investment  Company  Act  .  For  so  long  as  Compaq  and  its
             ------------------------
Subsidiaries  own 5% or more of the outstanding common stock of CMGI, CMGI shall
use  its  reasonable  best  efforts  to avoid becoming an investment company (as
defined  in  Section  3(a)  of  the  Investment  Company  Act).


                                   ARTICLE VI

                             ADDITIONAL AGREEMENTS

     6.1     Stockholders'  Meeting  .
             ----------------------

          (a)     CMGI,  acting  through  its  Board  of  Directors,  shall,  in
accordance  with  applicable  law,  as  promptly  as  practicable  following the
execution  of  this  Agreement:

               (i)     duly  call,  give  notice  of, convene and hold a special
meeting  of  its  stockholders  for the purpose of considering and taking action
upon  the  approval  of the conversion of the Series D Preferred Stock into CMGI
Common  Stock  (the  "Conversion");

               (ii)    prepare  and  file with the SEC a preliminary form of the
Proxy  Statement  relating  to the Conversion and use its best efforts to obtain
and  furnish  the  information  required  by the SEC to be included in the Proxy
Statement  and,  after  consultation  with  Compaq,  to  respond promptly to any
comments  made  by  the  SEC  with  respect to the preliminary form of the Proxy
Statement;

               (iii)   file  a  definitive  form  of  the  Proxy  Statement
reflecting  compliance  with comments and requests of the SEC in accordance with
the  Exchange  Act  as  CMGI  and  Compaq  shall  deem  appropriate;

               (iv)    cause  a  definitive  Proxy  Statement,   including  any
amendment  or supplement thereto to be mailed to its stockholders, provided that
                                                                   --------
no  amendment or supplement to such Proxy Statement will be made by CMGI without
consultation  with  Compaq  and  its  counsel;

               (v)     the  Proxy  Statement  shall  include  therein  (x)  the
recommendation  of  CMGI's  Board of Directors that stockholders of CMGI vote in
favor  of  the  Conversion;  and

               (vi)    use  all  reasonable  efforts  to  solicit  from  its
stockholders  proxies  in  favor  of  the  Conversion.

          (b)     Compaq  will  provide  CMGI  with  the  information concerning
Compaq  and  AV  required  by  the  Exchange  Act  to  be  included in the Proxy
Statement.

          (c)     Each  of  CMGI  and  Compaq  shall consult and confer with the
other  and the other's counsel regarding the Proxy Statement and each shall have
the  opportunity  to  comment  on  such  Proxy  Statement and any amendments and
supplements  thereto  before  the  Proxy  Statement,  and  any  amendments  or
supplements  thereto,  are  filed  with  the SEC or mailed to CMGI stockholders.
Each  of  CMGI and Compaq will provide to the other copies of all correspondence
between  it  (or  its  advisors)  and  the  SEC relating to the Proxy Statement.

     6.2     Access  and Information .  Each of the parties will, and will cause
             -----------------------
its  Subsidiaries  to (i) afford to the other party and its officers, directors,
employees,  accountants,  consultants,  legal  counsel,  agents  and  other
representatives (collectively, the "Representatives") full access, at reasonable
times  upon  reasonable  prior  notice,  to  the  officers,  employees,  agents,
properties,  offices and other facilities of such party and its Subsidiaries and
to  their  books  and  records, (ii) furnish promptly to the other party and its
Representatives such information concerning the business, properties, contracts,
records  and  personnel of such party and its Subsidiaries (including financial,
operating  and  other data and information) as may be reasonably requested, from
time to time, by or on behalf of the other party; provided, however, that Compaq
and  its  Subsidiaries shall provide information and documents only with respect
to  the  AV  Business.  No  investigation  by  any party hereto shall affect any
representation  or  warranty  in  this  Agreement  of  any  party  hereto or any
condition to the obligations of the parties hereto.  All information obtained by
Compaq  or  CMGI  pursuant  to  this  Section  6.2 shall be kept confidential in
accordance  with  the  Confidentiality  Agreement.

     6.3     HSR  Act  Filing  .  Each  party  hereto  shall,  as  promptly  as
             ----------------
practicable,  file,  or  cause to be filed, any required notification and report
forms  under  the  HSR Act with the Federal Trade Commission (the "FTC") and the
Antitrust  Division  of  the United States Department of Justice (the "Antitrust
Division")  in  connection with the transactions contemplated by this Agreement,
and  will use their respective reasonable best efforts to respond as promptly as
practicable to all inquiries received from the FTC or the Antitrust Division for
additional  information  or documentation and to cause the waiting periods under
the  HSR  Act  to terminate or expire at the earliest possible date.  Each party
hereto  will each furnish to the other such necessary information and reasonable
assistance  as  the  other  may  reasonably  request  in  connection  with  its
preparation  of  necessary  filings  or  submissions  to  any  governmental  or
regulatory  agency,  including,  without limitation, any filings necessary under
the  provisions  of  the  HSR  Act.

     6.4     Reasonable  Best  Efforts  .  Upon  the  terms  and  subject to the
             -------------------------
conditions  set  forth  in  this  Agreement,  each  of the parties agrees to use
reasonable  best  efforts to take, or cause to be taken, all actions, and to do,
or  cause  to  be  done,  and  to assist and cooperate with the other parties in
doing,  all  things  necessary,  proper  or  advisable  to  consummate  and make
effective,  in  the  most  expeditious  manner  practicable,  the  transactions
contemplated  by  this  Agreement  including  (i) the obtaining of all necessary
actions  or  nonactions,  waivers or Consents from Governmental Entities and the
making of all necessary registrations and filings and the taking of all steps as
may  be necessary to obtain an approval or waiver from, or to avoid an action or
proceeding  by,  any  Governmental  Entity,  (ii) the obtaining of all necessary
Consents  or  waivers from third parties, (iii) the defending of any lawsuits or
other  legal  proceedings,  whether judicial or administrative, challenging this
Agreement  or  the  consummation  of  the  transactions  contemplated  by  this
Agreement,  including  seeking  to  have any stay or temporary restraining order
entered  by any court or other Governmental Entity vacated or reversed, and (iv)
the execution and delivery of any additional instruments necessary to consummate
the  transactions  contemplated by, and to fully carry out the purposes of, this
Agreement.

     6.5     Publicity  .  The  parties  will  consult  with each other and will
             ---------
mutually  agree  upon any press releases pertaining to the Transaction and shall
not  issue  any  such  press  releases prior to such consultation and agreement,
except  as  may  be required by applicable Law or by obligations pursuant to any
listing agreement with any national securities exchange, in which case the party
proposing  to  issue  such  press  release  shall  use its reasonable efforts to
consult  in  good  faith  with  the  other  party  before issuing any such press
releases.

     6.6     Employee  Benefit  Plans  .
             ------------------------

          (a)     CMGI  agrees  that  individuals  who  are  employed  by  AV
immediately  prior to the Effective Time shall become employees of the Surviving
Corporation  following  the  Effective  Time  (each  such employee, an "Affected
Employee");  provided,  however, that this Section 6.6(a) shall not be construed
             --------   -------
to  limit  the ability of the applicable employer to terminate the employment of
any  Affected  Employee  at  any  time.

          (b)     CMGI  will,  or  will cause the Surviving Corporation to, give
Affected  Employees  full  credit for purposes of eligibility (including service
and  waiting period requirements), vesting, benefit accrual and determination of
the  level  of  benefits  under  any  employee  benefit  plans  or  arrangements
maintained  by  CMGI  or  the Surviving Corporation for such Affected Employees'
service  with  AV  or  any  affiliate  of AV to the same extent recognized by AV
immediately  prior  to  the  Effective  Time.

          (c)     CMGI  will,  or  will  cause the Surviving Corporation to, (i)
waive  all  limitations  as  to  preexisting  conditions, exclusions and waiting
periods  and  service  requirements  with  respect to participation and coverage
requirements  applicable  to  the  Affected  Employees under any welfare benefit
plans  that such employees may be eligible to participate in after the Effective
Time,  other than limitations or waiting periods that are already in effect with
respect  to  such employees and that have not been satisfied as of the Effective
Time  under  any  welfare plan maintained for the Affected Employees immediately
prior to the Effective Time, and (ii) provide each Affected Employee with credit
for  any  co-payments  and  deductibles  paid  prior  to  the  Effective Time in
satisfying  any  applicable  deductible  or out-of-pocket requirements under any
welfare  plans  that  such  employees  are  eligible to participate in after the
Effective  Time.

          (d)     For  a  period of one year immediately following the Effective
Time,  the  coverage  and  benefits  provided  to Affected Employees pursuant to
employee benefit plans or arrangements maintained by CMGI or AV shall be, in the
aggregate,  not less favorable than those provided to such employees immediately
prior  to  the  Effective  Time.

     6.7     Restriction on Transfer of AV Shares .  In no event shall Compaq or
             ------------------------------------
any  of  its  Subsidiaries knowingly transfer any AV Shares to any competitor of
AV,  the  AV  Business  or  the  Surviving  Corporation.

     6.8     Funding .  To the extent that Newco, after the Closing and prior to
             -------
an  initial  public  offering  of  Newco  Common Stock, requires funding for its
operations  and  CMGI  is willing to provide such funds, CMGI shall provide such
funding  in  exchange  for  shares of convertible preferred stock or convertible
secured  notes  of  Newco  upon  terms  equivalent  to the terms upon which CMGI
typically  provides funds to CMGI Subsidiaries; provided that, Compaq shall have
                                                --------
the  right  to purchase from Newco a pro rata portion of such preferred stock or
convertible  notes,  as the case may be, based on the relative voting securities
then  held  by CMGI and Compaq except to the extent CMGI is required to purchase
such securities to be able to consolidate the results of Newco for tax purposes.


                                   ARTICLE VII

                               CLOSING CONDITIONS

     7.1     Conditions to Each Party's Obligation to Complete the Transaction .
             -----------------------------------------------------------------
The respective obligations of each party to complete the Transaction are subject
to the satisfaction at or prior to the Closing Date of the following conditions:

          (a)     Injunction.  There  shall not be in effect any Law or Order of
                  ----------
a court or governmental or regulatory agency of competent jurisdiction directing
that  the transactions contemplated hereby not be consummated; provided, however
                                                               --------- -------
that  prior  to  invoking  this  condition  each  party shall use its reasonable
efforts  to  have  any  such  Order  vacated.

          (b)     HSR Governmental Consents. The applicable waiting period under
                  -------------------------
the  HSR  Act  shall  have  expired  or  terminated.

     7.2     Additional  Conditions  to  the Obligation of CMGI and Newco .  The
             ------------------------------------------------------------
obligation  of  CMGI  and  Newco  to  complete the Transaction is subject to the
satisfaction at or prior to the Closing Date of the following conditions, any or
all  of  which may be waived in whole or in part by CMGI to the extent permitted
by  applicable  Law:

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of Compaq and AV contained in Article III of this Agreement shall be
true and correct on the date of this Agreement and on the Closing Date as though
made  on  and as of the Closing Date (except to the extent that a representation
or  warranty  expressly  speaks  as  of  a  specified  date  or period of time);
provided,  however,  that  for  purposes  of  this  Section  7.2(a),  such
--------   -------
representations and warranties shall be deemed to be true and correct unless the
failure  or  failures  of  such representations and warranties to be so true and
correct,  without  regard  to  any  materiality  qualifiers  contained  therein,
individually  or  in  the  aggregate,  results  or would reasonably be likely to
result  in  an  AV  Material  Adverse  Effect.

          (b)     Performance.  Except as would not be reasonably likely to have
                  -----------
an  AV  Material  Adverse Effect, CDAS shall have performed and complied with or
caused  to  be  performed  or complied with their covenants and agreements under
this  Agreement  to  be  performed  or  complied  with  at  or prior to Closing.

          (c)     Officer's  Certificate.  CMGI  shall  have  received  on  the
                  ----------------------
Closing  Date  a certificate dated the Closing Date and executed by an executive
officer  of  Compaq and an executive officer of AV certifying to the fulfillment
of  the  conditions  specified  in  Sections  7.2(a)  and  (b)  hereof.

          (d)     Material  Adverse  Effect.  There  shall not have occurred any
                  -------------------------
event or condition which individually or in the aggregate has resulted in, or is
reasonably  likely  to  result  in,  an  AV  Material  Adverse  Effect.

          (e)     Assignment  Agreement.  The  Assignment  Agreement  shall have
                  ---------------------
been  executed  and  delivered  by  Compaq.

     7.3     Additional  Conditions to the Obligation of Compaq Digital and AV .
             -----------------------------------------------------------------
The  obligation of Compaq, Digital and AV to complete the Transaction is subject
to the satisfaction at or prior to the Closing Date of the following conditions,
any  and  all of which may be waived in whole or in part by Compaq to the extent
permitted  by  applicable  Law:

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties of CMGI and Newco set forth in Article Ill of this Agreement shall be
true and correct on the date of this Agreement and on the Closing Date as though
made  on  and as of the Closing Date (except to the extent that a representation
or  warranty  expressly  speaks  as  of  a  specified  date  or period of time);
provided,  however,  that  for  purposes  of  this  Section  7.3(a),  such
--------   --------
representations and warranties shall be deemed to be true and correct unless the
failure  or  failures  of  such representations and warranties to be so true and
correct,  without  regard  to  any  materiality  qualifiers  contained  therein,
individually  or  in  the  aggregate,  results  or would reasonably be likely to
result  in  a  CMGI  Material  Adverse  Effect.

          (b)     Performance.  Except as would not be reasonably likely to have
                  -----------
a  CMGI  Material Adverse Effect, CMGI shall have performed and complied with or
caused  to be performed or complied with its respective covenants and agreements
under  this  Agreement  to  be  performed  or  complied  with at or prior to the
Closing.

          (c)     Officer's Certificate.  CDA shall have received on the Closing
                  ---------------------
Date  a  certificate dated the Closing Date and executed by an executive officer
of  CMGI  certifying  to the fulfillment of the conditions specified in Sections
7.3(a)  and  (b)  hereof.

          (d)     Material  Adverse  Effect.  There  shall not have occurred any
                  -------------------------
event or condition which individually or in the aggregate has resulted in, or is
reasonably  be  likely  to  result  in  a  CMGI  Material  Adverse  Effect.

          (e)     Registration  Rights  Agreement.  The  Registration  Rights
                  -------------------------------
Agreement  shall  have  been  executed  and  delivered  by  CMGI.

          (f)     Assignment  Agreement.  The  Assignment  Agreement  shall have
                  ---------------------
been  executed  and  delivered  by  Newco.


                                   ARTICLE VIII
                         
                       TERMINATION, AMENDMENT AND EXPENSES

     8.1     Termination  .  This  Agreement may be terminated at any time prior
             -----------
to  the  Closing  Date:

          (a)     by  mutual  written  consent  of  CMGI  and  Compaq;

          (b)     by  either  CMGI  or  Compaq:

               (i)     if  there  shall  be any Order of a Court or Governmental
Entity  having jurisdiction over a party hereto which is final and nonappealable
permanently enjoining, restraining or prohibiting the consummation of the Merger
or  issuance  of  the Acquisition Shares, unless the party relying on such Order
has  not  complied  with  its  obligations  under  Section  7.1(b);  or

               (ii)     if  the  Closing  shall not have been consummated before
November 15, 1999 (the "Termination Date"); provided, however, that the right to
                                            --------- -------
terminate  this Agreement under this Section shall not be available to any party
whose  failure  to  fulfill any obligation under this Agreement has been a cause
of;  or resulted in, the failure of the Effective Time to occur on or before the
Termination  Date.

          (c)     by  Compaq:

               (i)     upon  a  material  breach of any covenant or agreement on
the  part  of  CMGI  set  forth  in  this Agreement, or if any representation or
warranty is or becomes inaccurate in a manner such that the conditions set forth
in Section 7.3(a) would not be satisfied (a "Terminating CMGI Breach"); provided
                                                                        --------
that, if such Terminating CMGI Breach is curable by CMGI through the exercise of
its  reasonable  efforts,  provided  it  continues  to  exercise such reasonable
efforts,  Compaq  may  not terminate this Agreement under this Section 8.1(c)(i)
until  September  1,  1999;  or

               (ii)     if  there  has  occurred a CMGI Material Adverse Effect.

          (d)     by  CMGI:

               (i)     upon  a  material  breach of any contract or agreement on
the  part  of Compaq or AV set forth in this Agreement, or if any representation
or  warranty  is  or becomes inaccurate in a manner such that the conditions set
forth  in Section 7.2(a) would not be satisfied (a "Terminating Compaq Breach");
provided  that,  if  such Terminating Compaq Breach is curable by Compaq through
--------
the  exercise  of  its reasonable efforts, provided Compaq continues to exercise
such  reasonable  efforts,  CMGI  may  not  terminate  this Agreement under this
Section  8.1(d)(i)  until  September  1,  1999;  or

               (ii)     if  there  has  occurred  an AV Material Adverse Effect.

     8.2     Effect  of  Termination  .  In  the  event  of  termination of this
             -----------------------
Agreement  and the abandonment of the Transaction pursuant to this Article VIII,
written  notice  thereof  shall as promptly as practicable be given to the other
parties  to  this  Agreement,  and  this  Agreement  shall  terminate  and  the
transactions  contemplated  hereby shall be abandoned, without further action by
any  of  the  parties  hereto  except  as provided in this Section 8.2.  If this
Agreement  is  terminated  as  provided  herein,  this Agreement shall forthwith
become  void  and  have no effect except that (i) the obligations of the parties
set  forth  in  the Confidentiality Agreement shall remain in effect and (ii) no
party shall be relieved from any liabilities or damages arising out of a willful
and  material  breach  of  any  provision  of  this  Agreement.

     8.3     Amendment .  This Agreement may be amended by the parties hereto at
             ---------
any  time prior to the Effective Time.  This Agreement may not be amended except
by  an  instrument  in  writing  signed  by  the  parties  hereto.

     8.4     Waiver .  At any time prior to the Effective Time, any party hereto
             ------
may  (a)  extend the time for the performance of any of the obligations or other
acts  of  the  other  party  hereto,  (b)  waive  any  inaccuracies  in  the
representations  and  warranties  of  the other party contained herein or in any
document  delivered  pursuant hereto and (c) waive compliance by the other party
with  any  of the agreements or conditions contained herein.  Any such extension
or  waiver will be valid only if set forth in an instrument in writing signed by
the  party  or  parties  to  be  bound  thereby.

     8.5     Expenses  .  All  expenses  incurred  by the parties hereto will be
             --------
borne  solely  and  entirely  by  the  party  which  has incurred such expenses,
provided  that  any  legal,  accounting,  investment banking or similar fees and
--------  ----
expenses  of AV or any AV Subsidiary in connection with the Transaction shall be
paid  by  Compaq.


                                   ARTICLE IX

                                  TAX MATTERS

     9.1     Preparation  and  Filing  of  Tax  Returns  .
             ------------------------------------------

          (a)     Compaq shall prepare (or cause to be prepared) and timely file
or  cause  to  be  timely filed (taking into account extensions) all Tax Returns
with  respect  to  any  Pre-Closing  Period  that  includes any of the Companies
(including all Tax Returns filed on a consolidated, combined, or unitary basis).
Compaq shall have sole discretion as to the positions in and with respect to any
Tax Return described in the preceding sentence; provided, however, that such Tax
Returns  shall  be  prepared  on  a  basis consistent with the past practices of
Compaq,  Digital,  and  the  Companies, unless in the opinion of CMGI's counsel,
reasonably  satisfactory to Compaq, any position taken on such Tax Returns would
be  likely  to  subject any of the Companies to penalties.  Compaq shall deliver
(or  cause  to  be delivered) to CMGI a pro forma set of Tax Returns for each of
the Pre-Closing Periods ending on the Closing Date at least twenty business days
prior  to  the  Due  Date  thereof.

          (b)     CMGI  shall  prepare (or cause to be prepared) and timely file
or  cause  to  be  filed (taking into account extensions) all Tax Returns of the
Companies  relating  to  any  Post-Closing  Period.

          (c)     CMGI  shall  prepare (or cause to be prepared) and timely file
or  cause  to  be  filed (taking into account extensions) all Tax Returns of the
Companies  with  respect to any Straddle Period.  Any Straddle Period Tax Return
shall  be  prepared  on  a  basis  consistent with the last previous similar Tax
Return.  CMGI  shall  cause  the Companies to provide Compaq with a copy of each
such  proposed  Tax  Return  (and such additional information regarding such Tax
Return  as  may reasonably be requested by Compaq) at least 25 days prior to the
filing  of such Tax Return, except that (i) in the case of a Tax Return relating
to  a  monthly  taxable  period, the copy shall be provided to Compaq at least 5
days prior to the filing of such Tax Return and (ii) in the case of a Tax Return
due  within  90  days  following the Closing Date, the copy shall be provided to
Compaq  in  such shorter period of time prior to filing as CMGI shall reasonably
determine  to be practicable.  CMGI shall permit Compaq to review and comment on
each such Tax Returns and to recommend any changes, modifications, additions, or
deletions  to  the extent they relate to a Pre-Closing Straddle Period, provided
that  such  changes,  modifications, additions, or deletions are consistent with
past  practice  and  that  such  reporting,  in  the  opinion of CMGI's counsel,
reasonably  satisfactory  to  Compaq,  would not be likely to subject any of the
Companies  to  penalties;  and  provided,  further,  that  Compaq's comments are
received  by  CMGI  at  least  five  business  days prior to the Due Date of the
applicable  Tax  Return.  If  any dispute has not been resolved prior to the Due
Date  for  filing of the Tax Return, the Tax Return shall be filed as originally
proposed  by  CMGI,  reflecting any items agreed to by the parties at such time.
Compaq  shall  cause  to  be  paid  to  CMGI the amount of Taxes relating to any
Pre-Closing  Straddle  Period  based  on  the  Tax  Returns  filed.

     9.2     Payment  of  Taxes  .
             ------------------

          (a)  Compaq  shall  cause  to  be  paid  in  a  timely  manner  to the
appropriate  Tax Authority all Taxes due with respect to Tax Returns which it is
required  to  cause  to  be  filed pursuant to Section 9.1(a).  For all Taxes in
respect  of Straddle Periods for which CMGI is required to cause to be filed the
applicable  Tax  Returns  pursuant  to Section 9.1(c), Compaq shall pay CMGI the
amount  of such Taxes relating to any Pre-Closing Straddle Period (as determined
in  accordance with Section 9.4(b)) at least five business days prior to the Due
Date  of  the  Tax  Return  reporting  such  Taxes.

          (b)  CMGI shall cause to be paid in a timely manner to the appropriate
Tax  Authority  all  Taxes due in respect of any Tax for which it is required to
cause  to  be  filed  a  Tax  Return  pursuant  to  Sections  9.1(b) and 9.1(c).

     9.3     Tax  Indemnification  .
             --------------------

          (a)     Indemnification  by  Compaq.  Compaq  shall  indemnify CMGI in
respect  of,  and  hold  CMGI  harmless on an after-Tax basis, against (x) Taxes
resulting  from,  relating  to,  or  constituting a breach of any representation
contained  in  Section  3.16  hereof, (y) the failure to perform any covenant or
agreement  set  forth  in  this  Article  IX,  and (z), without duplication, the
following  Taxes  with  respect  to  the  Companies:

               (i)     Any and all Taxes due and payable by any of the Companies
for  any  Pre-Closing  Period  or  any  Pre-Closing  Straddle  Period;  and

               (ii)     Any liability of any of the Companies for Taxes of other
entities whether pursuant to Treasury Regulation Section 1.1502-6 (or comparable
or  similar  provisions  under  state,  local  or foreign law), as transferee or
successor  or  pursuant to any contractual obligation for any Pre-Closing Period
or  any  Pre-Closing  Straddle  Period.

The amounts specified in paragraphs (i) and (ii) shall be reduced (but not below
zero)  by the amount of any estimated Tax payments made on or before the Closing
Date.

          (b)     Indemnification  by  CMGI.  CMGI  shall  indemnify  Compaq  in
respect  of,  and  hold Compaq harmless on an after-Tax basis, against (x) Taxes
resulting  from,  relating  to,  or  constituting a breach of any representation
contained  in  Section  2.16  hereof, (y) the failure to perform any covenant or
agreement  set  forth  in  this  Article  IX,  and (z) any and all Taxes due and
payable  by  the  Companies for any Post-Closing Period or Post-Closing Straddle
Period.

          (c)     Transfer  Taxes.  Any sales, use, transfer, stamp, conveyance,
value added, recording, registration, documentary, filing or other similar Taxes
and  fees,  whether levied on CMGI, Compaq, any of the Companies or any of their
respective  Affiliates,  resulting  from  this  Agreement  or  the  transactions
contemplated  hereby  shall  be  shared  equally  by  CMGI  and  Compaq.

          (d)     Limitation  on  Indemnification.  Notwithstanding  anything to
the  contrary  in  this  Agreement,  (i) Compaq's indemnification obligation for
Taxes  resulting  from,  relating  to  or  constituting  a  breach  of,  the
representation  contained  in  Section  3.16(e)  hereof,  shall  not exceed $110
million  plus  interest  thereon  (compounded semi-annually at an annual rate of
10.5%)  from  the  Closing  through the date payment is made to CMGI pursuant to
this Section 9.3, and (ii) the representation contained in Section 3.16(e) shall
survive  indefinitely.

     9.4     Allocation  of  Certain  Taxes  .
             ------------------------------

          (a)     CMGI  and  Compaq  agree  that  if  any  of  the  Companies is
permitted  but not required under applicable foreign, state or local Tax laws to
treat  the  Closing  Date  as  the last day of a taxable period, CMGI and Compaq
shall  treat  such  day  as  the  last  day  of  a  taxable  period.

          (b)     Any  Taxes for a Straddle Period with respect to the Companies
shall be apportioned for purposes of Article IX between the Pre-Closing Straddle
Period  and  the Post-Closing Straddle Period on the basis of an interim closing
of  the  books,  except  that  Taxes  imposed  on a periodic basis (such as real
property  Taxes)  shall  be  allocated  on  a  daily  basis.

     9.5     Cooperation  on  Tax  Matters  .
             -----------------------------

          (a)     CMGI  and  Compaq  and  their  respective  Affiliates  shall
cooperate  in  the  preparation of all Tax Returns for any Tax periods for which
one  party  could  reasonably  require  the  assistance  of  the  other party in
obtaining any necessary information.  Such cooperation shall include, but not be
limited  to,  furnishing  the  relevant  portions of prior years' Tax Returns or
return  preparation  packages  illustrating  previous  reporting  practices  or
containing  historical  information  relevant  to  the  preparation  of such Tax
Returns,  and  furnishing  such other information within such party's possession
requested  by  the  party  filing  such  Tax  Returns  as  is  relevant to their
preparation.  Such  cooperation  and  information  also  shall  include  without
limitation  provision  of  powers  of  attorney  for  the purpose of signing Tax
Returns  and defending audits, promptly forwarding copies of appropriate notices
and  forms or other communications received from or sent to any Taxing Authority
which  relate to the Companies, and providing copies of the relevant portions of
all  relevant  Tax  Returns,  together  with  accompanying schedules and related
workpapers,  documents relating to rulings or other determinations by any Taxing
Authority  and records concerning the ownership and tax basis of property, which
the requested party may possess.  Compaq shall make its employees and facilities
available on a mutually convenient basis to provide explanation of any documents
or  information  provided  hereunder.

          (b)     For  a  period of six (6) years after the Closing Date or such
longer  period  as  may  be  required  by  law,  CMGI shall, and shall cause the
Companies  to,  retain  and not destroy or dispose of all Tax Returns (including
supporting  materials), books and records (including computer files) of, or with
respect  to  the  activities  or Taxes of, such entities for all taxable periods
ending  (or  deemed, pursuant to Section 9.4, to end) on or prior to the Closing
Date  to  the extent CMGI, or any of the Companies received or had possession of
such records on the Closing Date.  Thereafter, CMGI shall not destroy or dispose
of any such Returns, books or records unless it first offers such Returns, books
and  records  to  Compaq in writing and Compaq fails to accept such offer within
sixty  (60)  days  of  its  being  made.

          (c)     For  a  period of six (6) years after the Closing Date or such
longer period as may be required by law, Compaq (or its Affiliates) shall retain
and  not destroy or dispose of all Tax Returns (including supporting materials),
books  and  records  (including  computer  files)  of,  or  with  respect to the
activities  or Taxes of, any of the Companies for all taxable periods ending (or
deemed,  pursuant to Section 9.4, to end) on or prior to the Closing Date to the
extent  Compaq  did  not  deliver  such  records  to  CMGI  or  the  Companies.
Thereafter,  Compaq  shall not destroy or dispose of any such Tax Returns, books
or  records  unless  it  first  offers them to CMGI in writing and CMGI fails to
accept  such  offer  within  sixty  (60)  days  of  its  being  made.

     9.6     Termination of Tax-Sharing Agreements .  All Tax sharing agreements
             -------------------------------------
or  similar arrangements with respect to or involving any of the Companies shall
be  terminated  prior  to  the  Closing  Date  and,  after the Closing Date, the
Companies  shall  not  be  bound  thereby  or  have  any  liability  thereunder.

     9.7     Certain  Tax  Elections  .  To  the  maximum  extent  permitted  by
             -----------------------
applicable  law,  neither  CMGI nor any of its Affiliates will carry back to any
taxable  period  of  Compaq  or  any of its Subsidiaries or Affiliates any loss,
credit  or  deduction  incurred  or  generated in, or attributable to any period
commencing  after  the  Closing  Date that would affect any Tax Return or Tax of
Compaq  or  any  of  its  Subsidiaries or Affiliates, and CMGI agrees to make or
exercise,  or  cause to be made or exercised, any and all necessary or permitted
elections  (including  elections  pursuant  to Section 172(b)(3)(C) of the Code)
available  under  applicable  law  to  avoid  any  such  carryback.

     9.8     Tax  Claims  .
             -----------

          (a)     Compaq  shall have exclusive control over Tax Claims for which
Compaq  is  liable  pursuant  to  Section  9.1(a).

          (b)     CMGI  and  Compaq  shall jointly have control (at each party's
own  expense) over Tax Claims that relate to any Straddle Period.  Neither party
may  settle,  concede  or  make any concession without the other party's written
consent.

          (c)     CMGI  shall  have exclusive control over all other Tax Claims.

          (d)     The party controlling a Tax Claim pursuant to this Section 9.8
shall have the sole right to contest, litigate and Dispose of such Tax Claim and
to  employ  counsel  of  its  choice  at  its  sole  expense.

          (e)     CMGI  or Compaq, as the case may be, shall promptly notify the
other  party in writing of any Tax Claim that may reasonably be likely to result
in  liability  of  the other party under this Agreement; provided, however, that
the  failure  to provide such notice shall not diminish the indemnifying party's
obligation  hereunder  except to the extent such failure actually prejudices the
indemnifying party's position as a result thereof.  With respect to any such Tax
Claim,  the  party  not  controlling  such  Tax  Claim  shall  (i)  not make any
submission to any Tax Authority without offering the other party the opportunity
to  review  such  submission,  (ii)  not  take any action or make (or purport to
make)  any  representations  in  connection  with such Tax Claim with respect to
issues  affecting  the  other  party's indemnity hereunder, (iii) keep the other
party  informed as to any information that it receives regarding the progress of
such  Tax  Claim,  (iv)  provide  the  other  party with any information that it
receives regarding the nature and amounts of any proposed Disposition of the Tax
Claim, (v) permit the other party to participate in all conferences, meetings or
proceedings  with any Tax Authority in which the indemnified Tax Claim is or may
be  a  subject,  solely  to  the extent such conference, meeting, or proceedings
relate  to  the  Tax  Claim,  and  (vi)  notify  the  other  party  of all court
appearances  in  which  the  indemnified Tax Claim is or may be a subject.  With
respect  to  any  Tax Claim relating to a Pre-Closing Period for which Compaq is
liable  pursuant  to this Agreement, CMGI shall cause to be filed submissions at
Compaq's  direction  or  cause  to  be  appointed  Compaq  or  its  authorized
representatives as additional authorized representatives entitled to communicate
fully  with  the Internal Revenue Service solely with respect to such Tax Claim.

     9.9     Refunds  .  Compaq  shall be entitled to any refund of Taxes of any
             -------
of  the  Companies  attributable  to  any Pre-Closing Period and any Pre-Closing
Straddle  Period.  If  CMGI,  any  of  the Companies, or any of their Affiliates
receives  any refund of Tax to which Compaq is entitled pursuant to this Section
9.9,  CMGI  shall  promptly  notify  Compaq and shall pay the amount of any such
refund  promptly  after  the  receipt  of such refund.  If Compaq, or any of its
Affiliates,  received  any  refund  of Tax to which CMGI is entitled pursuant to
this  Section 9.9, Compaq shall promptly notify CMGI and shall pay the amount of
any  such  refund  promptly  after  the  receipt  of  such  refund.

     9.10     Treatment of the Contributions .  Each of the parties hereto shall
              ------------------------------
treat  the contributions referenced in Section 1.2 as a transaction described in
Section  351  of  the  Code  for  all  tax  purposes, and shall take no position
inconsistent therewith in any Tax Return, any proceeding before any Governmental
Entity  ,  Taxing Authority or otherwise.  The parties will promptly notify each
other  of  any  audits,  examinations,  actions,  or  proceedings  by any Taxing
Authority  regarding  the  transactions  contemplated  or  referred  to  herein.

     9.11     Allocation  of  Considerations  .  The  parties  will allocate the
              ------------------------------
consideration  referenced  in Article I in accordance with the fair market value
of  the  assets,  as  determined  mutually  by  CMGI  and  Compaq.

     9.12     Tax Disputes .  If the parties disagree as to the calculation of a
              ------------
Tax  or the amount of any payment to be made under this Agreement or disagree as
to the application or interpretation of any provision under this Article IX, the
parties  shall  cooperate  in  good  faith  to resolve any such dispute, and any
agreed-upon  amount  shall be paid to the appropriate party.  If the parties are
unable to resolve any such dispute within fifteen business days thereafter, such
dispute  shall  be  resolved  by  an  internationally recognized accounting firm
acceptable  to  both  CMGI and Compaq.  The decision of such firm shall be final
and  binding.  The  fees  and expenses incurred in connection with such decision
shall  be  shared  by CMGI and Compaq in accordance with the final allocation of
the  Tax  liability in dispute.  Following the decision of such accounting firm,
the  parties shall each take (or cause to be taken) any action that is necessary
or  appropriate  to  implement such decision, including, without limitation, the
filing  of  amended  Tax  Returns  and  the  prompt  payment of underpayments or
overpayment,  with  interest  calculated on such underpayments or overpayment at
the  prime  rate  from  the  date  such  payment  was  due.

     9.13     Adjustment  to Consideration .  Any payments made pursuant to this
              ----------------------------
Article  IX shall be treated as an adjustment to the consideration payable under
this  Agreement  for  all  Tax  purposes.


                                   ARTICLE X

                         DEFINITIONS AND INTERPRETATION

     10.1     Certain  Definitions  .  For purposes of this Agreement, except as
              --------------------
otherwise  provided  or  unless  the  context  clearly  requires  otherwise:

     "Acquisition Shares" shall mean the shares of CMGI Common Stock received by
Compaq  and/or  Digital  pursuant  to  the  Transaction.

     "AV  Business"  shall  mean  the  business  of Compaq's AltaVista division,
including  without  limitation, SDC, ZIP2 and AV, and future business operations
contemplated  with  respect  to  such  business.

     "AV  Material  Adverse  Effect" shall mean a material adverse effect on the
business,  operations,  condition  (financial  or  otherwise)  or  results  of
operations  of  the  AV  Business,  other  than  any such effect arising out of,
attributable to or resulting from (i) any change in conditions in U.S., European
or  Asian  economies  (including in currency exchange rates), (ii) any change in
conditions affecting the industries in which the AV Business operates, and (iii)
the  effect  of  the  public  announcement  of  the pendency of the Transaction.

     "AV  Shares"  shall  mean  shares  of  Newco  Common  Stock.

     "AV  Subsidiary" shall mean a Subsidiary of Compaq or Digital which is part
of the AV Business, including without limitation, ZIP2, SDC, Zip2 Bay Area, Inc.
and  Shopping.com  Europe  B.V.

     "CDAS"  shall  mean  Compaq,  Digital,  AV  and  the  AV  Subsidiaries.

     "CMGI  Disclosure  Schedule" shall mean the disclosure schedule prepared by
CMGI  and delivered to Compaq concurrently with the execution of this Agreement.

     "CMGI  Material Adverse Effect" shall mean a material adverse effect on the
business,  operations,  condition  (financial  or  otherwise)  or  results  of
operations  of  CMGI  and the CMGI Subsidiaries taken as a whole, other than any
such  effect arising out of; attributable to or resulting from (i) any change in
conditions  in U.S., European or Asian economies (including in currency exchange
rates), (ii) any change in conditions affecting the industries in which CMGI and
its Subsidiaries operate, and (iii) the effect of the public announcement of the
pendency  of  the Transaction; provided, however, that a failure by CMGI to meet
                               --------  -------
the revenue or earning predictions of equity analysts or a decline in the market
price  of  the  CMGI Common Stock, shall not be deemed by itself to constitute a
CMGI  Material Adverse Effect but the underlying causes of such failure relating
to  the  business  of CMGI or decline may be considered in determining whether a
CMGI  Material  Adverse  Effect  occurred.

     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     "Companies"  shall  mean  AV,  SDC,  ZIP2  and  all  of their Subsidiaries.

     "Compaq Disclosure Schedule" shall mean the disclosure schedule prepared by
Compaq  and delivered to CMGI concurrently with the execution of this Agreement.

     "Compaq  Group"  means  the  affiliated,  consolidated, combined or unitary
group  of  which  Compaq  is  the  common  parent.

     "Confidentiality  Agreement"  shall  mean a letter agreement between Compaq
and  CMGI  entered  into  in  connection  with  the matters contemplated hereby.

     "Consent"  shall  mean  any consent, registration, approval, authorization,
waiver  or  similar  affirmation  by or of; or filing with or notification to, a
Person pursuant to any Contract, Law, Order or Permit (as such terms are defined
below).

     "Contract"  shall  mean  any  written  or  oral  agreement,  arrangement,
commitment,  contract, indenture, instrument, lease, license or other obligation
of  any  kind  or character, that is binding on any Person or its capital stock,
properties  or  business.

     "Dispose"  (and  with  correlative  meaning, "Disposition") shall mean pay,
discharge,  settle  or  otherwise  dispose.

     "Due  Date" shall mean, with respect to any Tax Return or payment, the date
on  which  such  Tax Return is due to be filed with or such payment is due to be
made  to the appropriate Tax Authority pursuant to applicable law, giving effect
to  any  applicable  extensions  of  the  time  for  such  filing  or  payment.

     "Exchange  Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Governmental Entity" shall mean a court, arbitral tribunal, administrative
agency  or  commission  or  other  governmental or other regulatory authority or
agency.

     "Knowledge"  -  an  individual  will  be  deemed  to  have "knowledge" of a
particular  fact  or  other  matter if such individual is actually aware of such
fact  or  other  matter.  An entity (other than an individual) will be deemed to
have  "Knowledge"  of a particular fact or other matter if any individual who is
currently  serving  as  an executive officer of such entity (or if the entity is
one  of  CDAS,  an  executive  officer  of  any  of  CDAS with respect to the AV
Business)  has  Knowledge  of  such  fact  or  other  matter.

     "Law"  shall  mean  any  federal,  state,  local  or  foreign law, statute,
ordinance,  rule,  regulation,  order,  judgment  or  decree,  administrative or
judicial  decision,  and  any  other  executive  or  legislative  proclamation.

     "Lien"  shall  mean  any  mortgage,  pledge, security interest, attachment,
encumbrance,  lien or charge of any kind (including any agreement to give any of
the  foregoing)  or  right of others of whatever nature; provided, however, that
                                                         --------  -------
the  term  "Lien" shall not include (i) statutory liens for Taxes, which are not
yet  due  and  payable  or  are  being  contested  in  good faith by appropriate
proceedings,  (ii) statutory or common law liens to secure landlords, lessors or
renters under leases or rental agreements confined to the premises rented, (iii)
deposits  or  pledges made in connection with, or to secure payment of; worker's
compensation,  unemployment  insurance, old age pension or other social security
programs  mandated  under applicable Laws, (iv) statutory or common law liens in
favor of carriers, warehousemen, mechanics and materialman, to secure claims for
labor,  materials  or  supplies  and  other  like liens, and (v) restrictions on
transfer  of securities imposed by applicable state and federal securities Laws.

     "Litigation"  shall  mean  any action, arbitration, cause of action, claim,
complaint,  criminal  prosecution,  demand  letter,  governmental  or  other
administrative  or  other  proceeding, whether at law or at equity, before or by
any  federal,  state  or  foreign  court,  tribunal,  or  agency  or  before any
arbitrator.

     "Order"  shall  mean  any  administrative  decision  or  award,  decree,
injunction,  judgment,  order, quasi-judicial decision or award, ruling, or writ
of  any  federal,  state,  local  or  foreign  or  other  Governmental  Entity.

     "Organizational  Documents"  shall  mean (a) the articles or certificate of
incorporation  and  the  by-laws  of  a  corporation  or  other  equivalent
organizational  documents;  (b)the  partnership  agreement  and any statement of
partnership  of a general partnership; (c) the limited partnership agreement and
the  certificate  of  limited  partnership;  (d) any charter or similar document
adopted  or filed in connection with the creation, formation, or organization of
a  Person,  and  (e)  any  amendment  to  any  of  the  foregoing.

     "Permit"  shall  mean  any  federal,  state,  local or foreign governmental
approval,  authorization, certificate, license, permit or exemption to which any
Person  is  a party or that is or may be binding upon or inure to the benefit of
any  Person  or  its  securities,  properties  or  business.

     "Person" shall mean any individual, corporation, limited liability company,
partnership,  joint  venture,  trust,  association,  Organization,  Governmental
Entity  or  other  entity.

     "Post-Closing  Period"  shall  mean  any taxable period beginning after the
Closing  Date.
     "Post-Closing  Straddle  Period"  shall  mean  with  respect  to a Straddle
Period,  that portion of such Straddle Period that begins on the day immediately
following  the  Closing  Date.

     "Pre-Closing Period" shall mean any taxable period that ends on or prior to
the  Closing  Date.

     "Pre-Closing Straddle Period" shall mean with respect to a Straddle Period,
that  portion  of such Straddle Period ending on and including the Closing Date.

     "Securities  Act"  shall  mean  the  Securities  Act  of  1933, as amended.

     "Straddle Period" shall mean any taxable period that begins before and ends
after  the  Closing  Date.

     "Subsidiary"  with respect to any party shall mean any corporation, limited
liability  company,  partnership,  or  other  business association or entity, at
least  a  majority  of  the  voting securities or economic interests of which is
directly  or  indirectly owned or controlled by such party or by any one or more
of  its  Subsidiaries.

     "Tax  Authority"  shall  mean  the  Internal  Revenue Service and any other
state,  local  or  foreign  governmental  authority  responsible  for  the
administration  of  Taxes.

     "Tax  Claim"  shall  mean  a  notice  of  deficiency,  proposed adjustment,
assessment,  audit,  examination,  suit,  dispute or other claim with respect to
Taxes  or  a  Tax  Return.

     "Tax  Returns"  will  mean  any  declaration,  return,  report,  schedule,
certificate,  statement  or  other  similar  document  (including  relating  or
supporting  information)  required  to  be  filed with a Governmental Entity, or
where  none is required to be filed with a Governmental Entity, the statement or
other  document  issued  by  a  Governmental  Entity in connection with any Tax,
including, without limitation, any information return, claim for refund, amended
return  or  declaration  of  estimated  Tax.

     "Taxes"  will  mean any and all federal, state, local, foreign, provincial,
territorial  or  other  taxes,  imposts,  tariffs, fees, levies or other similar
assessments  or  liabilities  and  other  charges  of any kind, including income
taxes,  ad  valorem taxes, excise taxes, withholding taxes, stamp taxes or other
taxes  of  or  with respect to gross receipts, premiums, real property, personal
property, windfall profits, sales, use, transfers, licensing, employment, social
security, workers' compensation, unemployment, payroll and franchises imposed by
or  under  any  Law; and such terms will include any interest, fines, penalties,
assessments  or  additions to tax resulting from, attributable to or incurred in
connection  with  any  such  tax  or  any  contest  or  dispute  thereof.

     "Transaction"  shall  mean  the  transactions  described in Section 1.1 and
Section  1.2,  and  the  Merger.

     "Venture  Fund"  means  any  venture  capital  fund  controlled  by  CMGI.

     10.2     Interpretation  .
              --------------

          (a)     When  a  reference  is  made in this Agreement to a section or
article,  such  reference  shall  be  to  a section or article of this Agreement
unless  otherwise  clearly  indicated  to  the  contrary.

          (b)     Whenever  the  words  "include", "includes" or "including" are
used  in  this  Agreement,  they  shall  be  deemed  to be followed by the words
"without  limitation."

          (c)     The  words  "hereof",  "herein"  and  "herewith"  and words of
similar  import  shall,  unless  otherwise stated, be construed to refer to this
Agreement  as a whole and not to any particular provision of this Agreement, and
article,  section,  paragraph,  exhibit  and  schedule  references  are  to  the
articles,  sections, paragraphs, exhibits and schedules of this Agreement unless
otherwise  specified.

          (d)     The  plural  of  any  defined  term  shall  have  a  meaning
correlative  to  such  defined term, and words denoting any gender shall include
all  genders.  Where  a  word  or  phrase  is  defined herein, each of its other
grammatical  forms  shall  have  a  corresponding  meaning.

          (e)     A  reference  to  any  party  to  this  Agreement or any other
agreement  or  document  shall  include  such  party's  successors and permitted
assigns.

          (f)     A  reference  to  any  legislation  or to any provision of any
legislation  shall  include any amendment, modification or re-enactment thereof;
any legislative provision substituted therefor and all regulations and statutory
instruments  issued  thereunder  or  pursuant  thereto.

          (g)     The  parties  have participated jointly in the negotiation and
drafting  of this Agreement.  In the event an ambiguity or question of intent or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by  the  parties,  and no presumption or burden of proof shall arise favoring or
disfavoring  any  party  by  virtue  of  the authorship of any provision of this
Agreement.

                                   ARTICLE XI

                              GENERAL PROVISIONS

     11.1     Survival  of Representations .  The representations and warranties
              ----------------------------
in  this  Agreement  shall survive the Effective Time for a period of 24 months.
This Section 11.1 shall not limit any covenant or agreement of the parties which
by  its  terms  shall  survive  the  Effective  Time.

     11.2     Notices  .  Any  notice, request, instruction or other document to
              -------
be  given  hereunder by any party to another party shall be in writing and shall
be  deemed  given  when  delivered  personally,  upon  receipt of a transmission
confirmation  (with  a  confirming  copy  sent  by overnight courier) if sent by
facsimile  or  like  transmission,  and  on  the  next business day when sent by
Federal  Express,  United  Parcel  Service,  Express  Mail,  or  other reputable
overnight  courier,  to  the  party  at  the  following addresses (or such other
addresses  for  a  party  as  shall  be  specified  by  like  notice):

          (a)     If  to  Compaq,  Digital  or  AV:

               Compaq  Computer  Corporation
               20555  State  Highway  2-19
               Houston,  Texas  77070
               Attention:          General  Counsel
               Facsimile:          (978)  493-4222

               With  a  copy  to:

               Skadden,  Arps,  Slate,  Meagher  & Flom  LLP
               One  Beacon  Street
               Boston,  Massachusetts  02108
               Attention:          Louis  A.  Goodman,  Esq.
               Facsimile:          (617)  573-4822

and

               AltaVista  Company
               529  Bryant  Street
               Palo  Alto,  California  94311
               Attention:          General  Counsel
               Facsimile:          (650)  617-3526


      
          (b)     If  to  CMGI  or  Newco,  to:

               CMGI,  Inc.
               100  Brickstone  Square
               Andover,  Massachusetts  01810
               Attention:          William  Williams  II,  Esq.
               Facsimile:          (978)  684-3601

     With  a  copy  to:

               Hale  and  Dorr  LLP
               60  State  Street
               Boston,  Massachusetts  02109
               Attention:          Mark  G.  Borden,  Esq.
               Facsimile:          (617)  526-5000

     11.3     Entire Agreement No Assignment Governing Law .  This Agreement (a)
              --------------------------------------------
constitutes  the  entire  agreement  and  supersedes  all  other  agreements and
understandings,  both  written and oral, between the parties with respect to the
subject  matter  hereof; (b) shall not be assigned by any party (by operation of
law  or  otherwise)  without the prior written consent of the other parties, and
(c)  shall  be  governed  by and be construed in accordance with the laws of the
State  of  Delaware without giving effect to the principles of conflicts of laws
thereof.

     11.4     Parties  in  Interest  .  This Agreement shall be binding upon and
              ---------------------
inure solely to the benefit of each party hereto and their respective successors
and  assigns,  and nothing in this Agreement, express or implied, is intended to
confer  upon  any  other  person any rights or remedies of any nature whatsoever
under  or  by  reason  of  this  Agreement.

     11.5     Counterparts  .  This  Agreement  may be executed in any number of
              ------------
counterparts  and by the different parties hereto on separate counterparts, each
of  which when so executed and delivered shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     11.6     Headings  .  The  section  and  other  headings  contained in this
              --------
Agreement  are  for  reference purposes only and shall not affect in any way the
meaning  or  interpretation  of  this  Agreement.

     11.7     Severability  .  In  case  any  term,  provision,  covenant  or
              ------------
restriction  contained  in  this  Agreement  is  held  to be invalid, illegal or
unenforceable  in any jurisdiction, the validity, legality and enforceability of
the remaining terms, provisions, covenants or restrictions contained herein, and
of  such  term,  provision,  covenant  or restriction in any other jurisdiction,
shall  not  in  any  way  be  affected  or  impaired  thereby.


                   END OF AGREEMENT EXCEPT FOR SIGNATURE PAGE

      

      
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

                              CMGI,  INC.


                              By:  s  David  S.  Wetherell
                                 ---------------------------
                                   David  S.  Wetherell
                                   Chairman  of  the  Board,  President  and
                                   Chief  Executive  Officer


                              COMPAQ  COMPUTER  CORPORATION

                              By:  s  William  Strecker
                                 ------------------------



                              DIGITAL  EQUIPMENT  CORPORATION

                              By:  s  William  Strecker
                                 ------------------------



                              ALTAVISTA  COMPANY


                              By:  s  Rodney  Schrock
                                 ----------------------



                              ZOOM  NEWCO  INC.


                              By:  s  William  Williams  II
                                 ----------------------------
                                   William  Williams  II
                                   Vice  President






              signature page to purchase and contribution agreement


      
                                                                       EXHIBIT A

                                 TERM SHEET FOR
                          $220,000,000 THREE YEAR NOTE
                          ----------------------------

                              SUMMARY OF NOTE TERMS


Maker:              CMGI,  Inc.,  a  Delaware  corporation  (the "Corporation")

Title:              $220,000,000  Three  Year  Note  (the  "Note")

Principal  Amount:  $220,000,000

Term:               3  years

Interest  Rate:     Annual rate of 10.5% on  outstanding  principal,  compounded
                    semiannually on the basis of a 360 day year.

Interest  Payments: The holder of the Note is  entitled  to  interest  payments,
                    payable  semiannually in arrears from the date of making, at
                    the  applicable  interest  rate.  Interest is payable at the
                    option of the Corporation in cash,  marketable securities or
                    common stock of the Corporation.

Non-cash
Payments:           The  valuation  of interest or  principal  payments  made in
                    common stock of the Corporation or in marketable  securities
                    shall be determined  using the average closing trading price
                    for  the  respective   security  for  the  10  trading  days
                    immediately  subsequent to such non-cash payment. Any shares
                    of common stock or  marketable  securities  constituting  an
                    interest or principal payment are to be freely tradeable.

Principal Payments: Principal  must  be  paid  in  full  upon  Note  expiration;
                    principal  may be  prepaid,  either  in  whole  or in  part,
                    without  penalty.  Principal is payable at the option of the
                    Corporation in cash,  marketable  securities or common stock
                    of  the   Corporation.      

Ranking:            The Note will not be subordinated.

      
Default:            If any  interest  payment is not made in full amount or when
                    due (subject to cure within ten business  days from the date
                    of scheduled  payment),  the  applicable  interest rate will
                    increase  by 3% and at the sole  option of the  Holder,  the
                    term will accelerate so that all  outstanding  principal and
                    interest will become payable in full immediately.




      

                                                                       EXHIBIT B

                                 TERM SHEET FOR
                            SERIES D PREFERRED STOCK
                            ------------------------

                        SUMMARY OF PREFERRED STOCK TERMS


Issuer:                   CMGI,  Inc.,  a  Delaware  corporation  (the
                          "Corporation")

Title:                    Series  D  Preferred  Stock  ("Preferred Shares")

Stated  Value:            $180,000,000  in  the  aggregate

Par  Value:               $.01  per  share

Number  of  Shares
Issued:                   18,090.45

Return  Rate:

     Annual rate of 11.0% of the stated value per share for the first six months
     after  issuance;  14.0%  thereafter,  increasing  by an additional 50 basis
     points for every  subsequent six month period,  to a maximum annual rate of
     16.0%.

Record  Date:

     One business day prior to the scheduled quarterly dividend payment date.

Dividends:

     Each holder of a  Preferred  Share is  entitled  to  cumulative  dividends,
     payable quarterly from the date of issuance,  at the applicable return rate
     plus any dividend paid on the common stock, through the date of conversion.
     No quarterly  dividends  will accrue or be payable for the first six months
     after issuance in the event that the conversion  occurs prior to the second
     record date. The dividends are payable at the option of the  Corporation in
     cash, marketable securities or common stock of the Corporation.

      
Non-cash
Dividends:

     The  valuation  of  dividends  of  common  stock of the  Corporation  or of
     marketable securities shall be determined using the average closing trading
     prices for the  respective  security  for the 10 trading  days  immediately
     subsequent to the payment of such non-cash dividends.  Any shares of common
     stock or  marketable  securities  constituting  a dividend are to be freely
     tradeable.

Ranking:

     The  Preferred  Shares will rank junior to Series B  Convertible  Preferred
     Stock and Series C Convertible  Preferred Stock; senior to common stock; at
     least pari passu with any other class or series of capital stock thereafter
     created,  in each case as to  distribution  of  assets  upon  voluntary  or
     involuntary liquidation or dissolution.

Voting:

     Holders of Preferred Shares are entitled to one vote per Preferred Share on
     all matters  submitted to  stockholders  for a vote. A majority vote of the
     holders of the Preferred  Shares,  voting as a separate series, is required
     to (1)  redeem or  purchase  any  Preferred  Shares,  (2) issue any  equity
     security  senior to or on a parity  with the  Preferred  Shares  (including
     additional issuances of Preferred Shares), (3) approve any sale or transfer
     of all or substantially all of the assets of the Company or any subsidiary,
     or any consolidation or merger involving the Company or any subsidiary,  or
     any recapitalization, dissolution or liquidation of the Company (other than
     the merger of AltaVista into Zoom Newco),  and (4) amend the charter of the
     Company to change the seniority rights,  liquidation preferences,  dividend
     and conversion rights of the Preferred Shares.

Liquidation  Preference:

     Upon voluntary or involuntary liquidation or dissolution,  the stated value
     per share plus accrued and unpaid  dividends and the ratable  distribution,
     if any, made in respect of the common stock.  Certain  events,  including a
     consolidation  or merger with the original  shareholders  retaining  50% or
     less of the  voting  power,  or a sale of all or  substantially  all of the
     assets of the Corporation, are deemed a liquidation.

      
Mandatory Redemption:

     Seven  years  after the  initial  issuance  of the  Preferred  Shares,  the
     Corporation  must  redeem all of the  Preferred  Shares  outstanding,  at a
     redemption  price of the stated  value per share,  plus  accrued and unpaid
     dividends.

Automatic Conversion:

     In the event that the stockholders of the Corporation  shall at any meeting
     of stockholders approve, by a majority of votes cast and in accordance with
     law  and  the  rules  and  regulations   applicable  to  the  Corporation's
     securities,  the conversion of the Preferred  Shares,  the Preferred Shares
     automatically  will be converted  into an aggregate of 1,809,045  shares of
     common stock,  which is the number of shares of common stock  calculated by
     dividing the aggregate  stated value of the Preferred  Shares by a price of
     $99.50 per share of common  stock,  subject to  customary  adjustments  for
     stock splits and similar events.

      

                                                                       EXHIBIT C


[*] Confidential treatment has been requested for certain portions of this
document.  Such portions have been redacted and marked with a [*].  The 
non-redacted version of this document has been sent to the Securities
and Exchange Commission pursuant to an application for confidential treatment.




                              ASSIGNMENT AGREEMENT
                                  BY AND AMONG
                          COMPAQ COMPUTER CORPORATION,
                          DIGITAL EQUIPMENT CORPORATION
                                       AND
                                 ZOOM NEWCO INC.


     ASSIGNMENT  AGREEMENT  (the  "AGREEMENT")  dated as of ________, 1999, (the
"Effective  Date")  by  and  among  Compaq  Computer  Corporation,  a  Delaware
corporation  ("COMPAQ"),  Digital  Equipment  Corporation,  a  Massachusetts
corporation  and  a wholly-owned subsidiary of Compaq ("DIGITAL") and Zoom Newco
Inc.,  a  Delaware  corporation  ("NEWCO").

     WHEREAS,  Compaq, through a wholly-owned subsidiary, currently owns a World
Wide  Web site with the URL www.altavista.com that provides, among other things,
Internet  search  and  navigation  functionality;

     WHEREAS,  Newco  intends  to own and operate a premier e-commercee-service
and  information  hub  World  Wide  Web  platform  using  the  technology of the
AltaVista  Business  (as  defined  below),  provided  by  Compaq;

     WHEREAS, Compaq and Digital agree, as appropriate, to contribute, transfer,
assign  or  license  or  cause its Affiliates to contribute, transfer, assign or
license  the  rights  and assets contemplated by this Agreement and the attached
Schedules  (the  "CONTRIBUTION"),  to  Newco  for the operation of the AltaVista
Platform;

     NOW  THEREFORE, in consideration of the premises, the mutual agreements and
covenants  contained  herein,  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:


      
1.     DEFINITIONS.

The  following  definitions  shall  apply  throughout  this Agreement:

     1.1      "AFFILIATE" shall  mean, with respect to any specified Person, any
other  Person  that  directly  or indirectly through one or more intermediaries,
controls,  is  controlled  by,  or  is under common control with, such specified
Person.

     1.2     "AGREEMENT"  shall  have  the  meaning  set  forth in the preamble.

     1.3     "ALTAVISTA"  shall  mean  AltaVista Company, a Delaware corporation
and  wholly-owned  subsidiary  of  Digital.

     1.4     "ALTAVISTA  BUSINESS"  shall  mean  the  business  operations  for
Compaq's  AltaVista  division as of June 29, 1999, including without limitation,
AltaVista,  Zip2  and  SDC,  and  future  business operations contemplated, in a
written development plan, as of June 29, 1999 and implemented within twelve (12)
months  of  such  date.

     1.5     "ALTAVISTA  DOMAIN  NAMES"  shall  have  the  meaning  set forth in
Section  2.1.2(d).

     1.6     "ALTAVISTA  MARKS"  shall  have  the  meaning  set forth in Section
2.1.2(a).

     1.7     "ALTAVISTA  PATENT"  shall  mean a patent that has been assigned to
Newco  hereunder.

     1.8     "ALTAVISTA  PLATFORM"  shall  mean  a  Web  site operated by or for
AltaVista  that  includes  any  or  all  of search and navigation functionality,
directories, indices, content aggregation channeling, e-commerce and e-services,
and  the  software  implementing  the  foregoing.

     1.9     "ALTAVISTA  SHARES" shall mean the issued and outstanding shares of
common  stock  of  AltaVista,  par  value  $0.01  per  share.

     1.10    "ASSIGNED INTELLECTUAL PROPERTY"  shall  have the meaning set forth
in  Section  2.1.2.

     1.11     "ASSUMED  LIABILITIES" shall have the meaning set forth in Section
2.1.8.

     1.12     "CODE"  shall  mean the Internal Revenue Code of 1986, as amended.

      
     1.13     "COMPAQ"  shall  have  the  meaning  set  forth  in  the preamble.

     1.14     "COMPAQ'S  AREA  OF  BUSINESS" shall mean all business segments in
which Compaq sells goods or services during the applicable period, including but
not  limited  to  all  customer  segments  to  whom  Compaq  sells such goods or
services.

     1.15     "COMPAQ PROPERTY" shall have the meaning set forth in Section 5.1.

     1.16     "COMPAQ RESERVED RIGHTS" shall mean a royalty-free, non-exclusive,
worldwide,  perpetual  and irrevocable right for Compaq to use, make, have made,
sell,  copy,  modify,  display,  distribute,  prepare  derivative  works  of,
sublicense,  or  otherwise  exploit  in  any  manner  the  Assigned Intellectual
Property  (other  than  the  AltaVista  Marks, except as provided in Article 6),
provided,  however,  that the Compaq Reserved Rights shall not include the right
    ----
for  Compaq  to  sublicense  its  rights  in  any Assigned Intellectual Property
assigned  to  Newco  hereunder  other  than  (i) in connection with products and
services  of  Compaq distributed or provided to end users or distributors in the
ordinary  course  of business or (ii) as part of a derivative work created by or
on  behalf  of  Compaq,  and  provided  further,  that  Compaq  may  not grant a
                              --------  -------
sublicense to any AltaVista Patent as part of any cross-license of substantially
the  entire  portfolio of Compaq or Digital patents.  The foregoing rights shall
not  be  transferable,  other than to Affiliates of Compaq, except in connection
with the sale of all or substantially all of Compaq's assets, whether by merger,
asset  purchase,  or  otherwise.

     1.17     "DIGITAL"  shall  have  the  meaning  set  forth  in the preamble.

     1.18     "GOVERNMENTAL  ENTITY" shall have the meaning set forth in Section
4.1

     1.19     "INDEMNIFIED  PARTY"  shall  have the meaning set forth in Section
10.3.

     1.20     "INDEMNIFYING  PARTY"  shall have the meaning set forth in Section
10.3.

     1.21     "CONTRIBUTION"  shall  have the meaning set forth in the preamble.

      
     1.22     "INTELLECTUAL  PROPERTY" shall mean all trademarks, service marks,
trade  names,  Internet  domain  names,  designs,  logos,  slogans  and  general
intangibles  of  like  nature,  together  with  goodwill,  patents,  copyrights
(including registrations and applications for each of the foregoing); inventions
(both  patentable  and not patentable); computer programs, including any and all
software  implementations of algorithms, models and methodologies in both source
code  and  object  code  form,  all  documentation,  including  user manuals and
training  materials,  related to any of the foregoing; confidential information,
technology, know-how, processes, formulae, algorithms, models and methodologies.

     1.23     "MARKS"  shall  mean  trademarks,  service  marks, Internet domain
names,  trade  names,  logos  and  designs,  together  with  applications  and
registrations  of  the  foregoing.

     1.24     "NEWCO"  shall  have  the  meaning  set  forth  in  the  preamble.


     1.25     "PERSON"  shall  mean  any  individual,  bank,  partnership, firm,
corporation,  limited liability company, association, trust, or any other entity
or  organization.

     1.26     "RETAINED  INTELLECTUAL PROPERTY" shall have the meaning set forth
in  Section  2.1.7.

     1.27     "RETAINED LIABILITIES" shall have the meaning set forth in Section
2.1.8.

     1.28     "SDC"  shall  mean  Shopping.com,  a  California  corporation.

     1.29     "THIRD  PERSON  ASSERTION"  shall  have  the  meaning set forth in
Section  10.3.

1.30     "ZIP2"  shall  mean  Zip2  Corporation,  a  California  corporation.


2.     DELIVERIES

     2.1     Deliveries  of  Compaq  and  Digital.
             ------------------------------------

          2.1.1  Digital  and  Compaq  hereby transfer and deliver the shares of
stock  listed  on  Schedule  A  to  Newco.
                   -----------

          2.1.2  Intellectual  Property.  Subject to the Compaq Reserved Rights,
                 ----------------------
Compaq  itself,  or  through  its  Affiliates,  hereby  assigns,  transfers, and
delivers  to Newco, and Newco hereby accepts all of Compaq's and its Affiliates'
right, title, and interest in and to the intellectual property listed below (the
"ASSIGNED  INTELLECTUAL PROPERTY"), including without limitation, (w) all rights
of  priority  under international agreements to which the United States adheres;
(x)  the  rights  to enforce the Assigned Intellectual Property; (y) all income,
royalties,  damages,  claims,  and payments now or hereafter due or payable with
respect  thereto, and all rights corresponding thereto throughout the world; and
(z)  (subject  to Section 2.1.8) all of Compaq's and its Affiliates' obligations
under  any  existing  license  agreements.


      
          (a)  All  Marks used primarily in the AltaVista Business including but
not  limited  to  those  set forth on Schedule 2.1.2(a) (the "ALTAVISTA MARKS"),
together  with  the  goodwill  connected  with  the use of and symbolized by the
AltaVista  Marks,  and  all renewals thereof, and all intent-to-use applications
for  the AltaVista Marks, together with the portion of the AltaVista Business to
which  such  Marks  apply;

          (b)  All copyrights used primarily in the AltaVista Business and known
by  AltaVista  as of June 29, 1999, including but not limited to those set forth
on  Schedule  2.1.2(b),  and all renewals thereof, as determined pursuant to the
Letter  Agreement  by and among Compaq, Digital, Newco, CMGI, Inc. and AltaVista
dated  as  of  [  ]  (hereinafter,  the  "Letter  Agreement");

          (c)  (i)  The  patents  and  patent  applications,  and the inventions
described  therein,  set forth on Schedule 2.1.2(c), and all patent applications
entitled to claim priority thereof (including, but not limited to continuations,
continuations-in-part,  continued prosecution applications, divisions, reissues,
and  reexaminations  and  all  foreign  counterparts  thereof);  (ii)  certain
inventions  as  set forth on Schedule 2.1.2(c); and (iii) any additional patents
and  patent  applications  agreed  upon  pursuant  to  the  Letter  Agreement;

          (d)  All  Internet  domain  names  used  primarily  in  the  AltaVista
Business  including but not limited to those set forth on Schedule 2.1.1(d) (the
"ALTAVISTA  DOMAIN  NAMES");  and

          (e)  All  technology,  software  (including  but not limited to source
code,  object code, content, supporting documentation and other data), know-how,
trade  secrets, methods, algorithms and formulae used primarily in the AltaVista
Business  and  known  by  AltaVista  as  of  June  29,  1999;

          (f)  All  Intellectual  Property  developed  by employees of AltaVista
between  June  29,  1999  and  the  Effective  Date.

      
          2.1.3  [RESERVED]

          2.1.4  Third-Party  Agreements.  To the extent permissible under their
                 -----------------------
terms,  Compaq, itself or through its Affiliates, hereby assigns, transfers, and
delivers  to  Newco,  Compaq's  and  its  Affiliates'  rights in the third-party
agreements  used  primarily  in  the  AltaVista  Business,  including  without
limitation  those third-party agreements listed on Schedule 2.1.4.  In the event
such  agreements  cannot  be  assigned, Compaq shall use commercially reasonable
efforts  to  assign  the  rights  thereunder to Newco.  If Compaq is not able to
obtain  the  right  to  assign  such  agreements  to  Newco  despite  the use of
commercially  reasonable  efforts,  Compaq  shall  use  commercially  reasonable
efforts  to  sublicense  the rights thereunder to Newco.  Compaq and Newco shall
split  equally any fees imposed by the party to each such agreement with respect
to  such  assignment or sublicense.  In the event that there are any third party
agreements  used  (other than primarily used) in the AltaVista Business and also
used  in  Compaq's  Area of Business, such agreements shall not be assigned, but
Compaq  shall  either: (i) sublicense the rights to Newco, if so permitted under
the  Agreement;  or  (ii) use commercially reasonable efforts to obtain from the
applicable  vendor the right for Newco to be included in such agreement(s) until
the  conclusion  of their then current term(s).  Compaq shall have no obligation
to  pay  any  fees  to  secure  such  rights  for  Newco.

          2.1.5  Hardware, Equipment and Real Estate.  Compaq, itself or through
                 -----------------------------------
its  Affiliates,  hereby  assigns,  transfers,  and  delivers  to  Newco, all of
Compaq's  and  its Affiliates' right, title, and interest in and to the hardware
and  equipment  (including  any  third-party  software  contained thereon to the
extent  assignable)  and  real estate (including leases) used exclusively in the
AltaVista  Business,  including  without  limitation the hardware, equipment and
real estate listed on Schedule 2.1.5, provided that the transfer to Newco of any
                                      --------
item  of hardware or equipment hereunder (i) shall not be deemed to transfer any
ownership  rights  with  respect  to Intellectual Property included therewith or
incorporated  therein  and  (ii)  shall  be  subject to Compaq's or the relevant
Compaq  Affiliate's  standard  terms  and conditions of sale for such item.  The
parties  will  work  together  in  good  faith to determine whether hardware and
equipment  (including  any  software contained thereon to the extent assignable)
used  primarily  in  the AltaVista Business should be transferred to Newco.  The
parties  will  agree  in  good  faith  on  an  orderly  transition, including an
equitable  allocation  of costs, with respect to any hardware and equipment used
in  the  AltaVista  Business  and  not  transferred  to  Newco  hereunder.

          2.1.6  Third  Party  Consents.   If  any  transfer  or  assignment  by
                 ----------------------
Compaq, or any assumption by Newco, of any interest in, or liability, obligation
or  commitment under, any asset requires the consent of a third party, then such
assignment  or assumption is hereby made subject to such consent being obtained,
and  Compaq  shall  use commercially reasonable efforts to obtain such consents.

      
          2.1.7  License  from  Compaq  to  Newco.  Subject  to  the  terms  and
                 --------------------------------
conditions  of  this Agreement, Compaq, itself or through its Affiliates, hereby
grants  to  Newco  a  royalty-free,  non-exclusive, non-transferable, worldwide,
perpetual and irrevocable license and right to use, make, have made, sell, copy,
modify,  display,  distribute, prepare derivative works of, or otherwise exploit
the  Intellectual  Property  existing  as  of  the  Effective  Date, and that is
currently  used  or  currently  planned  (as of June 29, 1999) to be used in the
AltaVista  Business  (other  than  the  Assigned  Intellectual  Property)  (the
"RETAINED  INTELLECTUAL  PROPERTY")  and known as of June 29, 1999 by AltaVista,
provided  that  the  foregoing rights may be exploited solely in connection with
--------
the  operation  of  the AltaVista Platform.  For purposes of this Section 2.1.7,
"currently  planned"  means  there  is  recorded,  tangible  documentation  of a
development  plan  to use such Intellectual Property and the plan is implemented
within 12 months of June 29, 1999.  Newco shall have the right to sublicense the
Retained Intellectual Property solely as part of the AltaVista Platform, whether
or  not  that  Platform  is  incorporated  into a Newco product or service.  The
foregoing  rights  shall not be transferable, other than to Affiliates of Newco,
except  in  connection  with  the  sale  of  all or substantially all of Newco's
assets,  whether  by  merger,  asset  purchase  or  otherwise.  Notwithstanding
anything in this Agreement to the contrary, Newco's use of any software owned by
Compaq  or  an  Affiliate  and  licensed to Newco hereunder that is commercially
available  or  currently  planned  for  commercial  release  shall be subject to
Compaq's standard terms and conditions for such software, except that Newco will
not  be  required to pay any fees in connection with its use of such software in
connection  with  the  AltaVista  Business.

      
          2.1.8  Liabilities.  Compaq shall retain (i) all pending or threatened
                 -----------
causes  of  action,  claims  and  demands relating to the AltaVista Business and
Compaq  that arose prior to the Effective Date and all future claims relating to
the  subject  matter  of such pending or threatened litigation including without
limitation  relating to Shopping.com, Inc. (collectively, "LITIGATION") and (ii)
fees  and  expenses  related  to  transactions between CMGI Inc. and Compaq, any
proposed  spinoff  transaction  of assets to Newco by Compaq, any acquisition by
Compaq  relating  to  the  AltaVista  Business,  and any proposed initial public
offering  (the  foregoing  subsections  (i) and (ii) are hereinafter referred to
collectively  as  the  "RETAINED LIABILITIES").  Subject to the foregoing, Newco
shall  assume  all  liabilities relating to the assets that accrue or that arise
after the Effective Date (including performance obligations under the agreements
set forth on Schedule 2.1.4 and, subject to 2.1.8(i), any claims or demands made
after the Effective Date and relating to or arising from facts and circumstances
occurring  prior  to  the  Effective  Date)  being  transferred  to it by Compaq
pursuant  to  this  Agreement  (the "ASSUMED LIABILITIES").  Assumed Liabilities
shall  also  include  claims where certain of the facts giving rise to the claim
occurred  after the Effective Date.  Newco shall reasonably cooperate fully with
Compaq  in  the defense of any Litigation and shall make available to Compaq all
information  and  documentation  in  its  possession  or control relating to any
Litigation.

          2.1.9  Compaq  shall  maintain in confidence all Assigned Intellectual
Property  that  was  maintained  in  confidence by Compaq prior to the Effective
Date.

3.     REPRESENTATIONS  AND  WARRANTIES

     3.1     Compaq  Warranties.  Compaq hereby represents and warrants to Newco
             -------------------
as  of  the  Effective  Date  that:

          3.1.1  Compaq  is  a  corporation  duly organized and validly existing
under  the  laws of the state of its incorporation, and has all corporate powers
and  all  material  governmental licenses, authorizations, permits, consents and
approvals  required  to  carry  on  its  business  as  now  conducted;

          3.1.2  The  execution,  delivery  and  performance  by  Compaq of this
Agreement  are  within  the  corporate  powers  of  Compaq  and  have  been duly
authorized  by  all  necessary  corporate  action  on  the part of Compaq.  This
Agreement  constitutes  a  valid  and  binding  agreement  of Compaq enforceable
against  Compaq  in  accordance  with  its  terms;

          3.1.3  The  execution,  delivery  and  performance  by  Compaq of this
Agreement  requires  no  action  by  or  in  respect  of,  or  filing  with, any
governmental  body,  agency  or  official;  and

          3.1.4  The  execution,  delivery  and  performance  by  Compaq of this
Agreement  do  not  and  will  not  (i)  violate the organizational documents of
Compaq,  (ii) violate any applicable law, judgment, injunction, order or decree,
or  (iii) require any notice or consent or other action by any person or entity,
constitute  a default, or give rise to any right of termination, cancellation or
acceleration of any right or obligation of Compaq or to a loss of any benefit to
which  Compaq  is entitled, under any agreement or other instrument binding upon
Compaq  or any license, franchise, permit or other similar authorization held by
Compaq.

          3.1.5  To the knowledge of Compaq, the Assigned Intellectual Property,
the  license  to  the  Retained  Intellectual Property, and Compaq's third party
agreements  (on  the  assumption  they  are all assignable) are the intellectual
property  rights  sufficient to operate the AltaVista Business, except where the
absence  of  such rights would not have an AltaVista Material Adverse Effect (as
defined  in  the  Purchase  and  Contribution  Agreement).

      
     3.2     Newco  Warranties.  Newco  hereby represents and warrants to Compaq
             -----------------
as  of  the  Effective  Date  that:

          3.2.1  Newco  is  a  corporation  duly  organized and validly existing
under  the  laws  of the state of its incorporation and has all corporate powers
and  all  material  governmental licenses, authorizations, permits, consents and
approvals  required  to  carry  on  its  business  as  now  conducted;

          3.2.2  The  execution,  delivery  and  performance  by  Newco  of this
Agreement are within the corporate powers of Newco and have been duly authorized
by  all  necessary  corporate  action  on  the  part  of  Newco.  This Agreement
constitutes  a valid and binding agreement of Newco enforceable against Newco in
accordance  with  its  terms;

          3.2.3  The  execution,  delivery  and  performance  by  Newco  of this
Agreement  require  no  action  by  or  in  respect  of,  or  filing  with,  any
governmental  body,  agency  or  official;

          3.2.4  The  execution,  delivery  and  performance  by  Newco  of this
Agreement  does  not  and  will  not (i) violate the organizational documents of
Newco,  (ii)  violate any applicable law, judgment, injunction, order or decree,
or  (iii)  require  any  notice  or consent or other action by any person under,
constitute  a  default  under,  or  give  rise  to  any  right  of  termination,
cancellation or acceleration of any right or obligation of Newco or to a loss of
any  benefit to which Newco is entitled under, any agreement or other instrument
binding  upon  Newco  or  any  license,  franchise,  permit  or  other  similar
authorization  held  by  Newco.

4.     COVENANTS

     4.1     Maintenance.   Newco  shall  bear  all  expenses incurred after the
             -----------
Effective  Date  in  connection  with  the  maintenance  and  prosecution of the
Assigned  Intellectual  Property.

     4.2     Employment.
             ----------

          4.2.1  Employees.  Effective  as  of  a  date  which  is  as  soon  as
                 ---------
practicable  after  the  Effective  Date (such date, the "TRANSFER DATE"), Newco
shall  employ  approximately  400  employees.  Nothing  in  this Agreement shall
require Newco to employ any such employee on other than an exclusively "at will"
basis, except as otherwise required by any employment contract or union contract
with  or  covering  such  employees.  Similar  treatment  will  apply  to  other
employees  who  commence employment with Newco from a Compaq Affiliate after the
Transfer  Date.

      
     4.3     [RESERVED]

     4.4     Connectivity.  For a period of three years from the Effective Date,
             ------------
Compaq  agrees  to  continue to provide to Newco at no charge to Newco, backbone
Internet  connectivity via the Palo Alto Internet Exchange to the same extent as
Compaq  is  providing  such  connectivity for the AltaVista Business immediately
prior  to  June  29,  1999.

5.     OWNERSHIP.

     5.1     Compaq's  Ownership  Rights.  The  parties  hereby  acknowledge and
             ---------------------------
agree that, as between Compaq and its Affiliates, on the one hand, and Newco, on
the  other hand:  (i) all right, title and interest to all Retained Intellectual
Property  (the  "COMPAQ  PROPERTY") is the sole and exclusive property of Compaq
(or  the  relevant  Compaq  Affiliate);  (ii)  Newco has no rights in the Compaq
Property  except  as expressly granted herein; and (iii) Newco will not take any
action  or  permit  any  action to be taken with respect to such Compaq Property
inconsistent  with  the  foregoing  acknowledgment.

     5.2     Newco  Ownership  Rights.  The parties hereby acknowledge and agree
             ------------------------
that,  as  between  Compaq  and Newco:  (i) all right, title and interest to all
Assigned Intellectual Property is the sole and exclusive property of Newco; (ii)
except  for the Compaq Reserved Rights, Compaq and its Affiliates have no rights
in  the Assigned Intellectual Property; and (iii) Compaq and its Affiliates will
not  take  any  action  or  permit  any  action to be taken with respect to such
Assigned  Intellectual  Property inconsistent with the foregoing acknowledgment.
Compaq  acknowledges  that  it and its Affiliates are not joint owners of any of
the  Assigned  Intellectual  Property.

6.     TRADEMARK  LICENSE.

     6.1     Use  of  AltaVista  Marks.  Newco  hereby  grants to Compaq and its
             -------------------------
Affiliates  a  non-exclusive, royalty-free license to use, reproduce, distribute
and  display  the  AltaVista  Marks  in  connection  with any Compaq products or
services  incorporating such Marks as of the Effective Date.  Such license shall
terminate  six  (6)  months  after  the  Effective  Date.

      
     6.2     Quality  Control.  Newco  shall  have the right to exercise quality
             ----------------
control over the use of the AltaVista Marks by Compaq and its Affiliates and the
Compaq  products  and  services  with  which  the  Marks  are used to the degree
necessary,  in  the  sole  opinion  of  Newco,  to  maintain  the  validity  and
enforceability  of  such Marks and to protect the goodwill associated therewith.
In  the  event  that  Newco  finds  that  use  of  any Mark by Compaq and/or its
Affiliates  in the reasonable opinion of Newco materially threatens the goodwill
of  such  Mark  or fails to comply with Newco's reasonable quality standards for
such  products  and services, Compaq shall, upon notice from Newco, immediately,
and  no  later  than  ten  (10)  days  after receipt of Newco's notice, take all
measures  reasonably  necessary  to  correct  the  identified  deviations  or
misrepresentation  in,  or  misuse  of,  the  relevant  items.

7.     TERMINATION.

     7.1     Termination  for  Breach.  This  Agreement  may  be terminated by a
             ------------------------
party upon the material breach of this Agreement by the other party which breach
is  not  cured  within  30  days  of  notice  of  such  breach.


      

     7.2     Survival.  The  terms  of  Articles 1, 5 and 10 and Sections 2.1.7,
             --------
2.1.8 and 2.1.9 of this Agreement shall survive the termination or expiration of
this  Agreement.  Nothing  herein,  including  the  survivability of any license
shall  preclude  a  party  from  seeking  damages  for breach of this Agreement.

8.     EXPORT  CONTROL  PROVISION.

Each  party  shall  be  responsible  for  compliance  with all applicable export
regulations  relating  to  its  export  of any of the technology covered by this
Agreement.

9.     TAXES.

Each  of  the parties hereto shall treat the contributions referenced in Section
1.2  of  the  Purchase  and  Contribution  Agreement  to  which  this Assignment
Agreement  is attached as Exhibit C (the "Purchase Agreement"), as a transaction
                          ---------
described  in  Section 351 of the Internal Revenue Code of 1986, as amended, for
all  tax  purposes, and shall take no position inconsistent therewith in any Tax
Return  (as  defined  in  the  Purchase  Agreement),  any  proceeding before any
Governmental  Authority (as defined in the Purchase Agreement), Taxing Authority
(as defined in the Purchase Agreement), or otherwise.  The parties will promptly
notify  each  other  of  any audits, examinations, actions or proceedings by any
Taxing  Authority  (as  defined  in  the  Purchase  Agreement),  regarding  the
transactions  contemplated  or  referred  to  in  the  Purchase  Agreement.

      
10.     INDEMNIFICATION.

     10.1      Indemnification  by Newco.  Except as provided in this Article or
               -------------------------
in  Section  2.1.8  (Retained Liabilities), Newco will indemnify and hold Compaq
and  its Affiliates, officers, directors and employees harmless from and against
any  and  all  damages,  costs, or expenses resulting from any claim, action, or
complaint  brought  by  a  third party against any indemnitee under this Section
10.1  ("DAMAGES"),  to the extent that such claim arises from or out of  (a) any
activities  of  Newco with respect to the AltaVista Business after the Effective
Date,  other  than claims of infringement of any intellectual property rights of
any  third person that could have been brought by such third person prior to the
Effective Date; (b) the Assumed Liabilities; (c) any misrepresentation or breach
of  representation  or  warranty of Newco contained herein; or (d) any breach of
any  covenant  or  agreement  to  be  performed  by  Newco  hereunder.


      

     10.2     Indemnification  by  Compaq.  Compaq will indemnify and hold Newco
              ---------------------------
and  its  Affiliates  (other  than  Compaq),  officers,  directors and employees
harmless from and against any and all damages, costs, or expenses resulting from
any  claim, action, or complaint brought by a third party against any indemnitee
under this Section 10.2, to the extent that such claim arises from or out of (a)
any  activities  of  Compaq  with  respect  to  the AltaVista Business after the
Effective  Date;  (b)  the  Retained  Liabilities;  (c) any misrepresentation or
breach  of representation or warranty of Compaq contained herein; (d) any breach
of  any covenant or agreement to be performed by Compaq or its Affiliates (other
than  Newco)  hereunder;  or  (e) any indemnification obligation of Newco or any
Newco  Affiliate  to  officers, directors or employees arising out of activities
prior  to  the  Effective  Date.

     10.3     Notice  of  Indemnification.  A  party  seeking  indemnification
              ---------------------------
pursuant  to  this  Section  10.3  (an  "INDEMNIFIED PARTY") from or against the
assertion  of any claim by a third person (a "THIRD PERSON ASSERTION") will give
prompt  notice  to  the  party  from  whom  indemnification  is  sought  (the
"INDEMNIFYING  PARTY");  provided  that  failure  to give prompt notice will not
                         --------
relieve  the Indemnifying Party of any liability hereunder (except to the extent
the  Indemnifying Party has suffered actual material prejudice by such failure).

      
     10.4     Assumption  of  Defense.  Within  twenty  (20)  business  days  of
              -----------------------
receipt  of  notice  from  the  Indemnified  Party pursuant to this Section, the
Indemnifying  Party  will  have  the right, exercisable by written notice to the
Indemnified  Party,  to  assume the defense of a Third Person Assertion.  If the
Indemnifying  Party  assumes  such  defense,  the Indemnifying Party  may select
counsel,  which  counsel will be reasonably acceptable to the Indemnified Party.

     10.5     Appointment  of Counsel.  After notice from the Indemnifying Party
              -----------------------
to  the  Indemnified  Party  of its election to assume the defense of such Third
Party  Assertion,  the Indemnifying Party shall not be liable to the Indemnified
Party  under  this Article for any legal or other expenses subsequently incurred
by  the  Indemnified  Party  in  connection  with the defense thereof other than
reasonable  costs  of  investigation,  provided, that if there may be reasonable
                                       --------
legal  defenses  available to it that are different from or in addition to those
available to the Indemnifying Party the reasonable fees, disbursements and other
charges  of  counsel  for  the  Indemnified  Party will be at the expense of the
Indemnifying  Party or parties.  It is understood that the Indemnifying Party or
parties  shall  not, in connection with any proceeding or related proceedings in
the  same  jurisdiction,  be  liable  for the reasonable fees, disbursements and
other  charges  of  more than one separate firm of attorneys (in addition to any
local  counsel)  at  any  one  time  for  all such Indemnified Party or parties.

     10.6     Failure  to Defend.  If the Indemnifying Party (a) does not assume
              ------------------
the defense of any Third Person Assertion in accordance with this Article 10; or
(b)  having  so  assumed such defense, unreasonably fails to defend against such
Third  Person  Assertion,  then,  upon  five  (5)  days'  written  notice to the
Indemnifying  Party,  the Indemnified Party may assume the defense of such Third
Person  Assertion.  In  such event, the Indemnified Party will be entitled under
this  Article  10  to  indemnification  for  the  costs  of  such  defense.

     10.7     Settlement.  The  party  controlling the defense of a Third Person
              ----------
Assertion  will  have the right to consent to the entry of judgment with respect
to,  or  otherwise  settle,  such  Third Person Assertion with the prior written
consent  of  the  other  party, which consent will not be unreasonably withheld;
provided  that such other party may withhold its consent if any such judgment or
--------------
settlement imposes a monetary obligation on such other party that is not covered
by the indemnification, imposes any material non-monetary obligation, materially
affects  the rights of such other party in any Intellectual Property or does not
include an unconditional release of such other party and its Affiliates from all
claims  of  the  Third  Person  Assertion.

      
     10.8     Participation.  The  Indemnifying  Party and the Indemnified Party
              -------------
will  cooperate,  and  cause  their  Affiliates  to cooperate, in the defense or
prosecution  of  any  Third  Person  Assertion.  The  Indemnifying  Party or the
Indemnified  Party,  as  the case may be, will have the right to participate, at
its  own  expense,  in  the defense or settlement of any Third Person Assertion.

11.     LIMITATIONS  OF  LIABILITY

     11.1     Limitation  of Liability.  EXCEPT FOR INDEMNIFICATION OBLIGATIONS,
              ------------------------
IF  ANY,  OF A PARTY PURSUANT TO ARTICLE 10, NO PARTY SHALL BE LIABLE TO ANOTHER
PARTY  OR  ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
INDIRECT DAMAGES (INCLUDING LOSS OF GOOD WILL OR BUSINESS PROFITS), OR EXEMPLARY
OR  PUNITIVE DAMAGES.  NO OFFICER, DIRECTOR, MANAGER, MEMBER, OR EMPLOYEE OF ANY
PARTY  SHALL  HAVE  ANY  PERSONAL  LIABILITY  UNDER  THIS  AGREEMENT.

     11.2     Limitation  of  Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS
              --------------------------
AGREEMENT, EACH OF DIGITAL, COMPAQ AND NEWCO EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS  OR  IMPLIED,  INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
SPECIFIC  PURPOSE.  EXCEPT  AS  EXPRESSLY  SET FORTH IN THIS AGREEMENT, NO PARTY
ENDORSES,  WARRANTS,  OR  GUARANTEES  ANY PRODUCT OR SERVICE OFFERED THROUGH ITS
SITE,  OR  IN  THE  CASE  OF  NEWCO  THE  ALTAVISTA  PLATFORM.

12.     MISCELLANEOUS

     12.1     Governing  Law.  Any  question as to the validity, construction or
              --------------
performance  of this Agreement shall be construed in accordance with and subject
to  the substantive laws (as opposed to the conflicts of laws provisions) of the
State  of  Delaware  and,  where  applicable,  the  laws  of  the United States.

     12.2     Entire Agreement.  Except for the Letter Agreement, this Agreement
              ----------------
contains  the  entire understanding between Newco and Compaq with respect to its
subject  matter,  supersedes  all  previous  oral  or  written  agreements  or
understandings  between  them  with  respect  thereto, and shall not be modified
except by a writing signed by all parties hereto.  Neither the course of conduct
between  the parties nor trade usage shall act to modify or alter the provisions
of  this  Agreement.

      
     12.3     No Waiver.  No waiver by any party or any breach of this Agreement
              ---------
by  any  other  shall  be  deemed to be a waiver of any preceding, or subsequent
breach  thereof.  The  failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that  term  or  any other term of this Agreement.  Any waiver must be in writing
executed  by  the  waiving  party.

     12.4     Partial Invalidity.  If any portion of the Agreement shall be held
              ------------------
to  be  illegal,  invalid  or  unenforceable  in  any  respect, such invalidity,
illegality  or unenforceability shall not affect any other provision hereof, and
this Agreement shall be constructed as if such invalid, illegal or unenforceable
provision  had  never  been  contained  herein.

     12.5     Notices.  Except  as  otherwise  expressly  provided  herein,  all
              -------
notices  and  other  communications  required or desired to be served, given, or
delivered  hereunder  shall be made in writing or by a telecommunications device
capable  of  creating  a  written record and shall be addressed to the President
(with  a  copy  sent to the General Counsel) of each party to be notified at the
respective  addresses  set  forth on the signature page hereto or, as to each of
the  parties,  at  such  other  address as designated by such party in a written
notice  to the other party.  Notices shall be deemed to have been duly given (i)
if  delivered  personally  or  otherwise  actually  received,  (ii)  if  sent by
overnight  delivery  service, (iii) if mailed by first class United States mail,
postage prepaid, registered or certified, with return receipt requested, or (iv)
if  sent  by telecopy.  Notice mailed as provided in clause (iii) above shall be
effective  upon  the  expiration  of  seven days after its deposit in the United
States  mail and notice sent as provided in clause (iv) above shall be effective
upon  transmission.  Notice  given in any other manner described in this section
shall  be  effective  upon  receipt by the addressee thereof; provided, however,
                                                              --------  -------
that  if  any notice is tendered to an addressee and delivery thereof is refused
by  such  addressee,  such  notice  shall  be  effective  upon  such  tender.

     12.6     Section  Headings.  Section  headings  used  herein  are  for
              -----------------
informational  purposes  only  and  shall not define nor limit the provisions of
this  Agreement.

     12.7     Successors  and Assigns.  This Agreement shall be binding upon and
              -----------------------
inure  to  the  benefit of Newco and its successors and assignees and Compaq and
its  successors  and  assignees permitted hereunder.  Neither party hereto shall
assign,  subcontract or otherwise delegate its obligations hereunder without the
prior  written  consent  of  the  other  Party,  which  consent  shall  not  be
unreasonably  withheld,  except  that  either  party  may assign, subcontract or
otherwise  delegate  all  of  its  rights and obligations hereunder without such
consent  in  connection  with  the  sale  of  all  or  substantially all of such
assigning  party's  assets  related  to this Agreement, whether by merger, asset
purchase  or  otherwise.

      
     12.8     Independent  Contractors.  Each  party agrees it is and will be an
              ------------------------
independent contractor as to the other Party and not an agent, employee, partner
or  joint  venturer of or with the other party.  Without limiting the foregoing,
no  party  nor  any  officer or employee of such will have any right to bind any
other  party,  to  make any representations or warranties on behalf of any other
party, to accept service of process, to receive notice, or to perform any act or
thing  on  behalf  of any other party other than as expressly authorized by such
other  party  in  its  sole  discretion.

     12.9     Counterparts.  This  Agreement  may  be  executed in any number of
              ------------
counterparts,  each  such  counterpart  shall be an original instrument, and all
such counterparts shall together constitute the same agreement. Execution may be
effectuated  by delivery of facsimiles of signature pages (and the parties shall
follow  such  delivery  by  prompt  delivery  or  originals  of  such  pages).

     12.10     Further  AssurancesActions.  At  any time and from time to time,
               ---------------------------
each  party  hereto  agrees, without further consideration, to take such actions
and  to  execute  and  deliver  such  documents  as  any  other party hereto may
reasonably  request  as  may be necessary effectuate the terms of this Agreement
and  to  consummate  the  transactions  contemplated  hereby.

     12.11     Press ReleasesStatements. Except as may be required by law or by
               -------------------------
the  rules  of  any  national securities exchange, no party hereto shall issue a
press release or other similar public announcement making reference to any other
party,  such  other  party's products or the services provided hereunder, unless
such  party  has  received  the  approval of the other party with respect to the
proposed text of such press release or announcement, which approval shall not be
unreasonably  withheld or delayed.  No party shall make or publish any statement
which  is, or may be reasonably considered to be, disparaging of any other party
or  its  Affiliates,  directors,  employees,  products  or  services.

     12.12     Remedies Cumulative.  No remedy conferred upon any of the parties
               -------------------
by  this Agreement is intended to be exclusive of any other remedy, and each and
every  such  remedy  shall  be  cumulative and shall be in addition to any other
remedy  given  hereunder  or  now  or  hereafter  existing  at law or in equity.


      
     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Assignment  Agreement  as  of  the  day  and  year  first  above  written.



      

                                   COMPAQ  COMPUTER  CORPORATION

                                   By:  _________________________

                                   Name:  _______________________

                                   Title:  ______________________

                                   20555  State  Highway  249
                                   Houston,  Texas  77070

                                   DIGITAL  EQUIPMENT  CORPORATION

                                   By:  _________________________

                                   Name:  _______________________

                                   Title:  ______________________

                                   40  Old  Bolton  Road
                                   Stow,  Massachusetts  01775

                                   ZOOM  NEWCO  INC.

                                   By:  _________________________

                                   Name:  _______________________

                                   Title:  ______________________

                                   100  Brickstone  Square
                                   Andover,  Massachusetts  01810



      
                                   SCHEDULE A


1.     All  the  issued  and  outstanding  capital  stock  of AltaVista Company.

2.     All the issued and outstanding capital stock of Zip2 Corporation and SDC,
except  for  the  shares of Zip2 and SDC, if any, otherwise sold pursuant to the
Purchase  and Contribution Agreement dated as of June 29, 1999 among CMGI, Inc.,
Newco,  Compaq,  Digital  and  AltaVista  Company.

3.     All  of  the  shares of the capital stock of Central Corporation owned by
Compaq  or  its  Affiliates.

4.     All  of  the shares of the capital stock of  Virage, Inc. owned by Compaq
or  its  Affiliates.

5.     All  the  shares  of the capital stock of Mail.com owned by Compaq or its
Affiliates.

6.     One  million shares of the capital stock of FreePC, Inc. owned by  Compaq
or  its  Affiliates.


      
       
         
                                             SCHEDULE 2.1.2(A)
                                           ALTAVISTA TRADEMARKS
                                           --------------------


MARK              APPLICATION NUMBER   REGISTRATION NUMBER  U.S. REPORT REF PAGE  FOREIGN REPORT  REF PAGE
----------------  -------------------  -------------------  --------------------  ------------------------
                                                                                     

ALTAVISTA. . . .           75-060,960            2,112,885                    26                       152
ALTAVISTA LOGO .           75-168,716            2,130,077                    27                       185
ALTA VISTA . . .           75-060,939            2,052,345                   108                       110
ALTAVISTA. . . .           75-100,586            2,047,808                   109                       152
ALTAVISTA. . . .           75-100,587            2,181,100                   115                       152
ALTAVISTA LOGO .           75-168,715              Pending                   128                       185
ALPHAVISTA . . .           75-045,919            Abandoned                   270                       NA
AV Photo Finder.         (Common Law)                                        NA                       NA

         


      
                                SCHEDULE 2.1.2(B)
                               Assigned Copyrights
                               -------------------

Arachne
Microscooter
Primescooter
Vscooter
Filter
Dupelim  (depages,  mergepairs,  sortpairs,  modules)
Webindexer  (webindexer,  module)
Babelfish
Ffscat
Vision
Pav
AVN
Marvin
Pathfinder
Gillette
Thetrip
Worklife
Tarantula
Queryfwd



      

       
         


                                             SCHEDULE 2.1.2(C)
                           Patents and Applications to be Assigned to AltaVista
                           ----------------------------------------------------

      


     Patent # (US)        Docket #
     Issue Date           Serial #                       Title                           Inventor(s)
     IndTotal Claims    Filing Date
===  =================  =============  ==========================================  =======================
                                                                                      

  1  5,724,033 . . . .  PD96-0207      Method for Encoding Delta Values            M. Burrows
     3398. . . . . .  08695,059
                        8996

  2  5,745,889 . . . .  PD96-0204      Method for Parsing Information of           M. Burrows
     42898 . . . . .  08694,793     Databases Records Using Word Location
     121. . . . . . .  8996         Pairs and Metaword Location Pairs

  3  5,745,890 . . . .  PD96-0216      Sequential Searching of a Database Index    M. Burrows
     42898 . . . . .  08694,912     Using Constraints on Word Location Pairs
     15 . . . . . . .  8996

  4  5,745,894 . . . .  PD96-0212      Method for Generating and Searching a       M. Burrows
     42898 . . . . .  08696,408     Range-Based Index of Word Locations         A. Hisgen
     14 . . . . . . .  8996

  5  5,745,898 . . . .  PD96-0217      Method for Generating a Compressed          M. Burrows
     42898 . . . . .  08695,906     Index of Information of Records of a
     11 . . . . . . .  8996         Database

  6  5,745,899 . . . .  PD96-0206      Method for Indexing Information of a        M. Burrows
     42898 . . . . .  08689,541     Database
     11 . . . . . . .  8996

  7  5,745,900 . . . .  PD96-0214      Method for Indexing Duplicate Database      M. Burrows
     42898 . . . . .  08711,192     Records Using a Full-Record Fingerprint
     13 . . . . . . .  8996

  8  5,765,149 . . . .  PD96-0213      Modified Collection Frequency Ranking       M. Burrows
     6998. . . . . .  08695,057     Method
     13 . . . . . . .  8996

  9  5,765,150 . . . .  PD96-0218      Method for Statistically Projecting the     M. Burrows
     6998. . . . . .  08695,905     Ranking of Information
     13 . . . . . . .  8996
 10  5,765,158 . . . .  PD96-0208      Method for Sampling a Compressed Index      M. Burrows
     6998. . . . . .  08696,409     to Create a Summarized Index
     13 . . . . . . .  8996

      
 11  5,765,168 . . . .  PD96-0215      Method for Maintaining an Index             M. Burrows
     6998. . . . . .  08696,816
     315. . . . . . .  8996

 12  5,787,435 . . . .  PD96-0209      Method for Mapping an Index of a            M. Burrows
     72898 . . . . .  08700,748     Database into an Array of Files
                        8996

 13  5,797,008 . . . .  PD96-0205      Memory Storing an Integrated Index of       M. Burrows
     81898 . . . . .  08694,919     Database Records
     11 . . . . . . .  8996

 14  5,809,502 . . . .  PD96-0211      Object-Oriented Interface for an Index      M. Burrows
     91598 . . . . .  08695,904
     110. . . . . . .  8996

 15  5,832,500 . . . .  PD96-0210      Method for Searching an Index               M. Burrows
     11398 . . . . .  08695,060
     11 . . . . . . .  8996

 16  5,852,820 . . . .  PD96-0219      Method for Optimizing Entries for           M. Burrows
     122298. . . . .  08689,542     Searching an Index
     11 . . . . . . .  8996

 18   na . . . . . . .  PD96-119       A Method for Determining the                A. Broder
      na . . . . . . .  665,709        Resemblance of Documents                    C. Nelson
      na . . . . . . .  61896

 17   na . . . . . . .  PD96-0069      System and Method for Creating and 
      na . . . . . . .  08571,748     Maintaining a Current Directory of          Louis Monier
      na . . . . . . .  121395       Web Pages Located on the World
                                       Wide Web

 19   na . . . . . . .  PD96-0070      Method for Parsing, Indexing and            M. Burrows
      na . . . . . . .  08696,406     Searching World-Wide-Web Pages 
      na . . . . . . .  8996

 21  [*] . . . . . . .  [*]            [*]                                         [*]
     

 24  [*] . . . . . . .  [*]            [*]                                         [*]
     

 26  [*] . . . . . . .  [*]            [*]                                         [*]
     

      
 27  [*] . . . . . . .  [*]            [*]                                         [*]
     

 28   na . . . . . . .  PD96-0207-CNT  Method for Encoding Delta Values            M. Burrows
      na . . . . . . .  09032,826
      na . . . . . . .  22798

 29  [*] . . . . . . .  [*]            [*]                                         [*]
     

 31  [*] . . . . . . .  [*]            [*]                                         [*]
     

 32  [*] . . . . . . .  [*]            [*]                                         [*]
     

 33  [*] . . . . . . .  [*]            [*]                                         [*]
     

 34  [*] . . . . . . .  [*]            [*]                                         [*]
     

 35   na . . . . . . .  PD96-0212-CNT  Method for Searching Range-Based            M. Burrows 
      na . . . . . . .  09054,445     Values of an Index                          A. Hisgen
      na . . . . . . .  4398

 36  [*] . . . . . . .  [*]            [*]                                         [*]
     

 38  [*] . . . . . . .  [*]            [*]                                         [*]
     

      
 39  [*] . . . . . . .  [*]            [*]                                         [*]
     

 40  [*] . . . . . . .  [*]            [*]                                         [*]
     

 41  [*] . . . . . . .  [*]            [*]                                         [*]
     

 42  [*] . . . . . . .  [*]            [*]                                         [*]
     

 43  [*] . . . . . . .  [*]            [*]                                         [*]
     

 44  [*] . . . . . . .  [*]            [*]                                         [*]
     

 52  [*] . . . . . . .  [*]            [*]                                         [*]
     
         


      

                                SCHEDULE 2.1.2(D)
                                  Domain Names
                                  ------------

1.     www.altavista.com

2.     www.av.com




      
                                 SCHEDULE 2.1.4
                             Third Party Agreements
                             ----------------------

1.     Value-Added  Link  Agreement between Digital Equipment Corp. and Starting
Point,  LLC  dated  72897.

2.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp.  and The
Internet  Solution  (Pty)  Ltd.,  dated  61597.

3.     Value-Added  Link Agreement between Digital Equipment Corp. and Thomson & Thomson,  dated  10197.

4.     Value-Added  Link  Agreement  between  Digital Equipment Corp. and Yahoo!
Inc.,  dated  7396.

5.     Value-Added  Link  Agreement between Digital Equipment Corp. and Videotex
Nederland  NV  (World  AccessPlanet  Internet),  dated  72197.

6.     Value-Added  Link  Agreement  between  Digital  Equipment Corp. and CNET,
Inc.,  dated  8__96.

7.     Value-Added  Link Agreement between Digital Equipment Corp. and CMP Media
Inc.,  dated  121696.

8.     Value-Added Link Agreement between Digital Equipment Corp. and Belgium Ad
Valvas  BVBA,  dated  10197.

9.     Value-Added  Link  Agreement between Digital Equipment Corp. and Belgacom
SA  de  Droit  Public,  dated  102697.

10.     Value-Added  Link  Agreement between Digital Equipment Corp. and Digital
Insight  Corporation,  dated  112097.

11.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp.  and
Encyclopedia  Britannica,  Inc.,  dated  6__98.

12.     Value-Added  Link  Agreement between Digital Equipment Corp. and Findlaw
Inc.,  dated  91896.

13.     Value-Added  Link  Agreement between Digital Equipment Corp. and Go2net,
Inc.,  dated  102797.

14.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp. and G+J
Electronic  Media  Service  GmbH,  dated  42397.

      
15.     Value-Added  Link  Agreement  between  Digital Equipment Corp. and Kaare
Danielsen,  dated  42497.

16.     Value-Added Link Agreement between Digital Equipment Corp. and LookSmart
Ltd.,  dated  42597.

17.     Value-Added  Link  Agreement  between Digital Equipment Corp. and Modern
Technologies,  dated  102497.

18.     Value-Added Link Agreement between Digital Equipment Corp. and Medialink
Interactive  Limited  Partnership,  dated  6497.

19.     Value-Added  Link Agreement between Digital Equipment Corp. and Objectif
Net,  dated  12998.

20.     Value-Added Link Agreement between Digital Equipment Corp. and Mediaone,
Inc.,  dated  92397.

21.     Value-Added  Link Agreement between Digital Equipment Corp. and Pinnacle
Publishing,  Inc.,  dated  10197.

22.     Value-Added Link Agreement between Digital Equipment Corp. and Time Inc.
New  Media,  dated  31298.

23.     Value-Added  Link  Agreement between Digital Equipment Corp. and Telecom
PTT,  dated  91296.

24.     Value-Added  Link  Agreement  between  Digital  Equipment Corp. and Info
Media  Systems,  dated  122096.

25.     Value-Added  Link Agreement between Digital Equipment Corp. and Internet
Business  Connection,  dated  121796.

26.     Value-Added  Link  Agreement between Digital Equipment Corp. and General
Internet,  Inc.,  dated  31697.

27.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp.  and
Scandinavia  On  Line,  A.B.,  dated  93098.

28.     Value-Added  Link  Agreement between Digital Equipment Corp. and Netway,
dated  [4196].

      
29.     Value-Added  Link  Agreement  between  Compaq  Computer  Corp. and Apple
Computer,  Inc.,  dated  92498.

30.     Premier  Search  Services  Agreement  between Digital Equipment Corp. (a
wholly-owned  subsidiary  of  Compaq  Computer Corp.) and Microsoft Corporation,
dated  91698.

31.     Internet  Services  Agreement between Compaq Computer Corp. and Cybernet
Data  Systems,  dated  11298.

32.     Internet  Services  Agreement  between  Digital  Equipment  Corp.  and
MarketGuide  Inc.,  dated  5198.

33.     Internet  Services  Agreement  between  Digital  Equipment  Corp. and II
Interactive  Group,  dated  52598.

34.     Internet Services Agreement between Digital Equipment Corp. and iName, a
division  of  GlobeComm,  Inc.,  dated  7198.

35.     Internet  Services  Agreement  between  Digital Equipment Corp. and Wall
Street  on  Demand,  dated  51598.

36.     Internet Services Agreement between Digital Equipment Corp. and Centraal
Corporation,  dated  4298.

37.     Internet  Services  Agreement  between  Digital  Equipment  Corp.  (a
wholly-owned  subsidiary  of  Compaq  Computer  Corp.)  and Hoover's Inc., dated
63098.

38.     Category  Supply  Agreement  between  Digital  Equipment  Corp. (and its
participating  majority-owned  subsidiaries,  affiliates)  and  LookSmart, Inc.,
dated  33098.

39.     AltaVista Category Supply Agreement between Digital Equipment Corp. (and
its  participating  majority-owned  subsidiaries,  affiliates,  and  any  future
parent)  and  Interim  Services,  Inc.,  dated  51298.

40.     Procurement  and  Trafficking  Agreement between Digital Equipment Corp.
(and  its  wholly-owned  and  majority-owned  subsidiaries  and  affiliates) and
DoubleClick,  Inc.,  dated  121696,  as  amended  on  11899.

41.     Premier  Search Program between Digital Equipment Corp. and Yahoo! Inc.,
dated  63098.

      
42.     Advertising Agreement between Digital Equipment Corp. acting through its
AltaVista  division  and  Amazon.com,  Inc.,  dated  92497.

43.     Network  Affiliate Agreement between Digital Equipment Corp. and Telstra
Corporation,  Ltd,  dated  9_96.

44.     Network  Affiliate  Agreement  between  Digital  Equipment  Corp.  and
Telefonica  Publicidad  e  Informacion,  dated  13197.

45.     Network  Affiliate  Agreement  between  Digital Equipment Corp. and Alam
Teknocrat  Sdn.  Bhd.,  Ltd,  dated  121396.

46.     Authorized  AltaVista Country Search Affiliate Agreement between Digital
Equipment  Corp.  (and  its  participating  majority-owned  subsidiaries  and
affiliates)  and  Telus  Advertising  Services,  Inc.,  dated  4198.

47.     Mapping  Service  and  Linking Agreement between Digital Equipment Corp.
and  Vicinity,  dated  5198.

48.     Directory  Services  Agreement  between Digital Equipment Corp. (and its
subsidiaries  and  affiliates)  and  Switchboard,  Inc.,  dated  43098.

49.     Co-Branded  Site  and  Linking Agreement between Digital Equipment Corp.
and  ABCNewsStarwave  AIV's  dba  ABCNews  Internet  Ventures,  dated 6198.

50.     Digital  Research  Agreement  between  Digital  Equipment Corp. (and all
subsidiary  and  related  companies  which  it  then  or  thereafter  owned  or
controlled)  and  Armines  at  Ecole  Des  Mines  de  Paris,  dated  101196.

51.     Technology License Agreement between Digital Equipment Corp. and Armines
at  Ecole  des  Mines  de  Paris,  dated  10696.

52.     Joint  Promotion  Agreement  between  Digital  Equipment  Corp.  and
TheTrip.com,  dated  33198.

53.     Consulting  Services  Purchase  Order  between  Digital  Corporation and
Teragram  Corporation,  dated  121497.

54.     OEM  License and Marketing Agreement between Digital Equipment Corp. and
Teragram  Corp,  dated  21398.

55.     License  Agreement  between  Digital  Equipment  Corp.  (a  wholly owned
subsidiary  of  Compaq  Computer  Corp.)  and  Surfwatch  Software,  Inc., dated
83198.

      
56.     Honorary  Research Agreement between Digital Equipment Corp. and Patrice
Berlin,  dated  21198.

57.     Consulting  Services Agreement between Digital Equipment Corp. and Franz
Guenthner,  dated  1198.

58.     Co-Branded  Site  and  Linking Agreement between Digital Equipment Corp.
and  InteliHealth,  Inc.,  dated  32598.

59.     Agreement  between  Compaq  Computer  Corp. and Mark Kim, dated 92598.

60.     Equipment  Software  Distribution  and License Agreement between Digital
Equipment  Corp.  and  Inxight  Software, Inc. (a Xerox New Enterprise Company),
dated  123097.

61.     Agreement  between Digital Equipment Corp. (a wholly owned subsidiary of
Compaq  Computer  Corp.)  and  Corbis  Corporation,  dated  81398.

62.     Agreement  between  Digital Equipment Corp. and Digimarc, dated 33198.

63.     AltaVista  Visual  Search  Service  Agreement  between Digital Equipment
Corp.  (including  its  AltaVista  Internet  Software  business  unit  and  its
participating  majority-owned  subsidiaries  and  affiliates)  and Virage, Inc.,
dated  63097.

64.     Services Agreement between Digital Equipment Corp. (and its subsidiaries
and  affiliates  which  it  then  or  thereafter controls) and Systran SA, dated
6998.

65.     Internet  Site  Agreement  between  Digital  Equipment Corp. and Reuters
Newmedia,  Inc,  dated  51598.

66.     U.S.  Language  Net Search Services Agreement -Premier Provider, between
Digital  Equipment  Corp.  and  Netscape  Communications  Corp.,  dated 52098.

67.     AltaVista  Rating  Data Supply Agreement between Digital Equipment Corp.
(including  its  AltaVista  search  services business unit and its participating
majority-owned  subsidiaries  and  affiliates)  and  Net  Shepherd,  Inc., dated
91997.

68.     Castanet  UpdateNow  Integration  and  Distribution  Agreement  between
Digital  Equipment  Corp.  and  Marimba,  Inc.,  dated  121997.

69.     Technology  Service  Agreement  between  Ask  Jeeves,  Inc.  and  Compaq
Computer  Corporation,  dated  100298.


      
My  AltaVista  Agreements
-------------------------

          Compaq  is  currently in the process of negotiating content agreements
for  a  new  service  called  "My  AltaVista"  with  the  following  parties:

1.     Talk  City
2.     Real  News
3.     Astrology.net
4.     Accuweather
5.     CNN  SI
6.     CNN  Sports
7.     CNNfn


      

                                 SCHEDULE 2.1.5
                       Hardware, Equipment and Real Estate
                       -----------------------------------

Hardware:
---------




Equipment:
---------



Real  Estate:
------------

529  Bryant  Street
Palo  Alto,  CA

Leases:
------

1825  S.  Grant  Street
San  Mateo,  CA

111  Theory  Street
Irvine,  CA

122  E.  42nd  Street
New  York,  NY

1455  Frazee  Road
San  Diego,  CA

444  Castro  Street
Mountain  View,  CA

2101  West  Coast  Highway
Corona  Del  Mar,  Irvine,  CA

510  Magnolia
Stockton,  CA

      



                                                                     EXHIBIT  D


                          REGISTRATION RIGHTS AGREEMENT

          REGISTRATION  RIGHTS  AGREEMENT  dated  as  of [          ], 1999 (the
"Agreement")  by  and  among Compaq Computer Corporation, a Delaware corporation
("Compaq"),  Digital  Equipment  Corporation,  a Massachusetts corporation and a
wholly-owned  subsidiary  of  Compaq  ("Digital"),  CMGI,  Inc.,  a  Delaware
corporation  ("CMGI"), and Zoom Newco Inc., a Delaware corporation and a wholly-
owned  subsidiary  of  CMGI  ("Newco").

          The  parties  have  entered into a Purchase and Contribution Agreement
dated  as  of  June  29,  1999 (the "Purchase Agreement") which provides for the
contribution  of  the  AltaVista  division  of  Digital  to  Newco.

          The  parties  desire  to  provide for certain registration rights with
respect  to  the  common  stock of CMGI held by Digital or Compaq on the Closing
Date  (as  defined  in the Purchase Agreement) and any shares of common stock of
CMGI  acquired  by  the  Compaq  Group  (as  defined herein) from CMGI after the
Closing  Date, including any shares of common stock of CMGI issued as a dividend
or  other  distribution  with  respect  to  such  shares  (including  any equity
securities  of CMGI for which such common stock is exchanged) (collectively, the
"CMGI  Registrable  Securities").

          The  parties  also  desire  to provide for certain registration rights
with  respect  to the common stock of Newco held by the Digital or Compaq on the
Closing  Date  and any shares of such common stock issued as a dividend or other
distribution  with  respect  to  such shares (including any equity securities of
Newco  for  which  such  common  stock  is  exchanged)  (the  "Newco Registrable
Securities").

          NOW  THEREFORE,  in  consideration of the foregoing and the agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the parties, intending to be
legally  bound,  hereby  agree  as  follows:

Section 1.    Exercisability  of  Registration  Rights.
              ----------------------------------------

     Section 1.1   Effectiveness.  The registration rights provided for in this
                 -------------
Agreement shall be effective as of the date hereof, except as set forth below.

     Section 1.2   Permitted  Transferees;  Exercise  of  Rights.
                   ---------------------------------------------

     (a)         Subject to Sections 5.1 and 5.2 of the Purchase Agreement,  any
     Investor (as defined  below) may transfer the  registration  rights granted
     hereunder  in  respect  of all  or any  portion  of  the  CMGI  Registrable
     Securities or Newco Registrable  Securities by transferring such securities
     and, if such  transfer is not to Compaq,  Digital or an affiliate of Compaq
     or Digital,  sending a written notice of such transfer to CMGI or Newco, as
     the case may be.  Compaq,  Digital  and  their  respective  affiliates  are
     referred to herein,  collectively,  as the "Compaq Group". Compaq, Digital,
     the affiliates of Compaq or Digital which hold CMGI Registrable  Securities
     or  Newco  Registrable  Securities,  the  transferees  of CMGI  Registrable
     Securities or Newco  Registrable  Securities and the successors and assigns
     of any of the  foregoing  are  referred  to  herein,  collectively,  as the
     "Investors" and, individually, as an "Investor".

     (b)        The  written  notice  required  by  Section 1.2(a)  hereof shall
     comply with Section 9.6 hereof,  be signed by both the  transferor  and the
     transferee of the  securities  and include an executed  counterpart of this
     Agreement  pursuant  to which the  transferee:  (a) shall become a party to
     this  Agreement,  (b) shall be deemed to be an  Investor  for all  purposes
     hereunder with respect to the securities transferred to it and (c) shall be
     bound by all the provisions  hereof applicable to Investors with respect to
     the securities transferred to it.

     (c)        The  registration  rights  provided for in this  Agreement shall
     not be  exercisable  by an Investor if and to the extent that such Investor
     is  restricted  from  transferring  or  disposing  of the CMGI  Registrable
     Securities or Newco Registrable Securities, as applicable,  under a lock-up
     agreement entered into pursuant to Section 6.3(b) hereof.

     Section 1.3   Duration of Registration Rights.  As to any particular
                   -------------------------------
CMGI  Registrable  Securities  or  Newco Registrable Securities, such securities
shall  cease  to be CMGI Registrable Securities or Newco Registrable Securities,
as  applicable,  when:  (a) a registration statement with respect to the sale of
such securities shall have become effective under the Securities Act of 1933, as
amended  (the  "Securities  Act") and such securities shall have been sold under
such  registration  statement; (b) such securities shall have been sold pursuant
to  Rule 144 (or any successor provision to such Rule) under the Securities Act;
(c)  such  securities  are eligible for sale under Rule 144(k) (or any successor
provision  to  such Rule) under the Securities Act; or (d) such securities shall
have  ceased  to  be  outstanding.

Section 2.   Demand Registration of CMGI Registrable Securities.
             --------------------------------------------------

     Section 2.1   Notice and Registration.  At any time or from time to
                   -----------------------
time  on  or  after  the  thirtieth  day  preceding the first anniversary of the
Effective Time (as defined in the Purchase Agreement) upon written notice by one
or  more  Investors  requesting  that  CMGI  effect  the  registration under the
Securities  Act  of  some  or all of the CMGI Registrable Securities held by the
Investors,  which  notice  shall  specify  the  intended  method  or  methods of
disposition  of  such  CMGI Registrable Securities, CMGI will use its reasonable
best  efforts  to effect (at the earliest possible date but the effectiveness of
such  registration  shall  not  be  earlier  than  such  first  anniversary) the
registration,  under the Securities Act, of such CMGI Registrable Securities for
disposition  in  accordance  with  the intended method or methods of disposition
stated  in  such  request,  provided  that:
                            --------

     (a)      CMGI shall  not  be  required to effect a registration  under this
     Section 2.1,  prior to eighteen  (18) months after the  Effective  Time, of
     more than  fifty  percent  (50%) of the  maximum  aggregate  amount of CMGI
     Registrable Securities held at any time since the date of this Agreement by
     the Compaq Group;

     (b)      if  an  Investor  previously  has  disposed  of  CMGI  Registrable
     Securities  pursuant to a  registration  under this Section 2.1, CMGI shall
     not be required  to effect a  registration  under this  Section 2.1 until a
     period of at least 90 days shall have  elapsed from the  effective  date of
     the most recent preceding registration pursuant to this Section 2.1;

     (c)      if, upon  receipt of a  registration  request  pursuant to this
     Section 2.1, CMGI is advised by a recognized independent investment banking
     firm selected by CMGI that, in such firm's opinion,  a registration at that
     time and on the terms requested of any of the CMGI  Registrable  Securities
     proposed to be offered would adversely  affect a public offering by CMGI of
     shares of its common stock (other than in connection with employee  benefit
     and similar  plans) (an "CMGI Company  Offering")  that had been planned by
     CMGI  prior to the date of the  written  registration  request  under  this
     Section 2.1, provided that CMGI complies with Section 3 hereof with respect
     to such CMGI  Company  Offering,  CMGI  shall not be  required  to effect a
     registration  pursuant to this  Section  2.1 until the  earliest of (i) the
     later of (A) 90 days after the completion of such CMGI Company  Offering or
     (B) the termination of any "lock-up"  period required by the  underwriters,
     if any,  to be  applicable  to the  Investors  that  made the  registration
     request in connection with such CMGI Company  Offering,  (ii) five Business
     Days (as defined  below) after  abandonment  of such CMGI Company  Offering
     and, for this purpose,  such CMGI Company  Offering shall be deemed to have
     been  abandoned  if the  registration  statement  therefor  has not  become
     effective within 90 days after the date of the written registration request
     under this  Section 2.1 and (iii) four months after the date of the written
     registration  request under this Section  2.1(c);  provided that CMGI shall
     only be permitted to delay registration pursuant to this Section 2.1(c) if,
     in the aggregate,  CMGI's exercise of such rights under this Section 2.1(c)
     will not result in more than four months of delayed  registrations or sales
     by Investors within any twelve (12) month period;

     (d)     if, while a registration request is pending under this Section 2.1,
     the board of directors of CMGI determines in good faith that (i) the filing
     of a  registration  statement  would  require the  disclosure  of material,
     nonpublic  information  regarding  CMGI and (ii) public  disclosure of such
     material  information  would have a significant  adverse impact on CMGI, on
     written  notice given to each Investor that made the  registration  request
     setting forth  details  regarding  the basis for such  determination,  CMGI
     shall not be required to effect a registration pursuant to this Section 2.1
     until the earlier of (x) the date upon which such material  information  is
     disclosed  to the public or ceases to be material to CMGI,  and (y) 90 days
     after CMGI  provides  such  written  notice of such  determination  to such
     Investors;

     (e)      CMGI  shall  not  be  required  to register  any CMGI  Registrable
     Securities under this Section 2.1 unless the approximate aggregate offering
     price of the CMGI Registrable  Securities  proposed to be registered by the
     Investors shall be at least $25,000,000; and

     (f)      Investors  holding a majority of the CMGI  Registrable  Securities
     then held by all Investors shall have the right,  with the approval of CMGI
     (which approval shall not be unreasonably withheld), to select the managing
     and other  underwriters  for any  underwritten  offering  pursuant  to this
     Section 2.1.

For  all  purposes  of this Agreement, "Business Day" means any day other than a
Saturday,  Sunday  or a day on which the Securities and Exchange Commission (the
"SEC")  is  not  open  to  receive  filings.

     Section 2.2   Time for Calculation.  The determination of the number
                   --------------------
of  CMGI Registrable Securities which, pursuant to Section 2.1(a), CMGI need not
include  in  a registration shall be made immediately prior to the effectiveness
of  the  applicable  registration.

     Section 2.3   Third Person Shares.  CMGI may register shares of CMGI
                   -------------------
common  stock  for  sale  for the account of another person in a registration of
CMGI  Registrable  Securities  under  Section  2.1,  provided  that,  except  as
otherwise  required under the terms of currently outstanding registration rights
agreements of CMGI, CMGI shall not have the right to register any such shares to
the  extent  that the Investors that made the registration request under Section
2.1 are advised in writing (with a copy to CMGI) by the managing underwriter for
the  offering  of such CMGI Registrable Securities that, in such firm's opinion,
registration of such other shares may adversely affect  the offering and sale of
such  CMGI  Registrable  Securities.

     Section 2.4   Number of Demands.  The Investors shall have the right to
                   -----------------
twelve  registrations  pursuant to Section 2.1.  If  after  CMGI  has  exercised
its  right  to  delay  a  registration  pursuant  to  Section 2.1(c) or (d), the
Investors  determine  to  withdraw  their  demand  for  such  registration, such
withdrawn  demand  shall  not  be  counted  as  a  demand  under this Section 2.

Section 3.     "Piggyback"  Registration  of  CMGI  Registrable Securities.
               -----------------------------------------------------------

     Section 3.1   Notice  and  Registration.  If  at any time after the
                   -------------------------
first  anniversary  of  the Effective Time, CMGI proposes to register for public
sale  under  the Securities Act (other than a registration on Form S-4 or S-8 or
any successor or similar forms thereto), whether proposed to be offered for sale
by  CMGI  or  any  other  person, including, without limitation, pursuant to the
exercise  by  any  other person or entity of any registration rights (other than
registration  rights  that,  as  of  the  date hereof, prohibit the inclusion of
securities  other  than  those  held by such other person or entity), any equity
securities of CMGI (the "Other CMGI Securities") on a form and in a manner which
would  permit registration of CMGI Registrable Securities for sale to the public
under  the Securities Act, CMGI will give prompt written notice to each Investor
of  its  intention to do so, describing such securities, and specifying the form
and  manner  and  the  other  relevant  facts  involved  in  such  registration
(including,  without limitation, (x) whether or not such registration will be in
connection  with  an  underwritten offering of equity securities and, if so, the
identity  of the managing underwriter and whether such offering will be pursuant
to  a  "best  efforts" or "firm commitment" underwriting and (y) the anticipated
price  range  at which such securities are reasonably expected to be sold to the
public).  Upon  the  written  request  of an Investor, delivered to CMGI by such
Investor  within  15  Business Days after the giving of any such notice by CMGI,
which  request  shall  specify the maximum number of CMGI Registrable Securities
intended  to  be disposed of by such Investor, CMGI will use its reasonable best
efforts  to  effect,  in  connection  with  the  registration  of the Other CMGI
Securities,  the  registration  under the Securities Act of all CMGI Registrable
Securities which CMGI has been so requested to register by such Investor, to the
extent  required  to  permit  the  disposition  (in accordance with the intended
method  or methods thereof as aforesaid) of CMGI Registrable Securities so to be
registered;  provided  that:
             --------

     (a)       CMGI will not be required  to effect  any  registration  of  CMGI
     Registrable Securities pursuant to this Section 3.1 if (i) the registration
     involves a "firm commitment" underwriting,  (ii) no securities of any other
     selling  stockholders are to be included in the registration and (iii) CMGI
     shall have been advised by a recognized independent investment banking firm
     selected by CMGI that, in such firm's opinion,  a registration at that time
     of any of the CMGI  Registrable  Securities  proposed  to be offered  would
     adversely affect the proposed CMGI Company Offering;

     (b)       if  CMGI  shall  have  been advised  by a recognized  independent
     investment banking firm selected by CMGI that, in such firm's opinion,  the
     number  of  securities   offered  by  such   Investors  and  other  selling
     stockholders,  if any, in a registration  which  includes CMGI  Registrable
     Securities  under this Section 3.1 is greater than the number of securities
     which can be offered without adversely affecting the offering, (i) CMGI may
     reduce pro rata the number of securities (including without limitation CMGI
     Registrable  Securities)  offered for the  account of selling  stockholders
     (except to the extent  that such  reductions  are  required to be made on a
     different basis pursuant to registration  rights agreements  outstanding on
     the date hereof, if any) to a number deemed satisfactory by such investment
     banking  firm and (ii) in the event  that  CMGI so  reduces  the  number of
     securities  offered  for the  account  of selling  stockholders,  each such
     Investor  agrees  to  reduce  pro  rata  the  number  of  CMGI  Registrable
     Securities offered for its account accordingly;

     (c)      CMGI may, in its sole discretion, delay any offering of Other CMGI
     Securities for which  registration of CMGI  Registrable  Securities also is
     effected  under this Section 3.1 by giving  written  notice of the delay to
     each  Investor that made a  registration  request under this Section 3.1 in
     respect of the offering;  provided,  however,  that if (i) the registration
     statement  with respect to the offering is not yet  effective and the delay
     extends for more than 30 days from the date of the written  notice of delay
     under this Section 3.1 or (ii) the  registration  statement with respect to
     the offering has been declared  effective by the SEC and the closing of the
     offering is delayed for more than 24 hours,  any such Investor may withdraw
     its CMGI Registrable Securities from the offering, and thereupon CMGI shall
     be relieved of its obligation to register such CMGI Registrable  Securities
     (but not from its  obligation  to pay  Registration  Expenses to the extent
     incurred in connection  therewith as provided in this  Agreement),  without
     prejudice,  however, to the rights (if any) of such Investor immediately to
     request that such registration be effected as a registration  under Section
     2.1 hereof;

     (d)       CMGI  shall  not  be require  to  register any  CMGI  Registrable
     Securities under this Section 3.1 unless the approximate aggregate offering
     price of the CMGI Registrable  Securities  proposed to be registered by the
     Investor shall be at least (i)  $15,000,000 in the event that such Investor
     is the only  selling  stockholder  for whom or which  securities  are being
     registered  or (ii)  $5,000,000  in the event that such Investor is not the
     only selling stockholder for whom or which securities are being registered;
     and

     (e)      CMGI shall have the right to select the managing  underwriter  for
     any  underwritten  offering  for which any  Investor  shall have  requested
     registration pursuant to this Section 3.1.

No  registration  of CMGI Registrable Securities effected under this Section 3.1
shall  relieve  CMGI  of  its  obligation  to  effect  a  registration  of  CMGI
Registrable  Securities  pursuant  to  Section  2.1.

Section 4.     Demand Registration of Newco Registrable Securities.
               ---------------------------------------------------

     Section 4.1   Notice and Registration.  Commencing six months after
                   -----------------------
Newco has completed an initial underwritten public offering of equity securities
(the  "IPO"),  at  any  time or from time to time, upon written notice by one or
more  Investors  requesting  that  Newco  effect  the  registration  under  the
Securities  Act of some or all of the Newco Registrable Securities held by them,
which notice shall specify the intended method or methods of disposition of such
Newco  Registrable  Securities,  Newco  will  use its reasonable best efforts to
effect  (at  the  earliest possible date) the registration, under the Securities
Act, of such Newco Registrable Securities for disposition in accordance with the
intended method or methods of disposition stated in such request, provided that:
                                                                  --------

     (a)      if  an  Investor  previously  has  disposed of  Newco  Registrable
     Securities  pursuant to a registration  under this Section 4.1, Newco shall
     not be required  to effect a  registration  under this  Section 4.1 until a
     period of at least 90 days shall have  elapsed from the  effective  date of
     the most recent such preceding registration;

     (b)      if, upon  receipt  of  a  registration  request  pursuant to  this
     Section  4.1,  Newco is  advised  by a  recognized  independent  investment
     banking firm selected by Newco that, in such firm's opinion, a registration
     at that time and on the  terms  requested  of any of the Newco  Registrable
     Securities  proposed to be offered  would  adversely  affect a then planned
     public  offering  by Newco of shares of its  common  stock  (other  than in
     connection  with  employee  benefit and similar  plans) (an "Newco  Company
     Offering")  that had been planned by Newco prior to the date of the written
     registration  request under this Section 4.1,  provided that Newco and CMGI
     comply with Section 5 hereof with respect to such Newco  Company  Offering,
     Newco  shall not be  required  to effect a  registration  pursuant  to this
     Section  4.1 until the  earliest  of (i) the later of (A) 90 days after the
     completion of such Newco  Company  Offering or (B) the  termination  of any
     "lock-up" period required by the underwriters,  if any, to be applicable to
     the Investors that made the  registration  request in connection  with such
     Newco Company  Offering,  (ii) five Business Days after abandonment of such
     Newco Company  Offering and, for this purpose,  such Newco Company Offering
     shall be  deemed  to have  been  abandoned  if the  registration  statement
     therefor  has not  become  effective  within 90 days  after the date of the
     written  registration  request of Compaq  under this  Section 4.1 and (iii)
     four  months  after the date of the written  notice from Compaq  requesting
     such  registration;  provided  that Newco shall only be  permitted to delay
     registration pursuant to this Section 4.1(b) if, in the aggregate,  Newco's
     exercise of such rights under this  Section  4.1(b) will not result in more
     than four months of delayed  registrations or sales by Investors within any
     twelve (12) month period;

     (c)      if while a registration request is pending under this Section 4.1,
     the board of  directors  of Newco  determines  in good  faith  that (i) the
     filing  of  a  registration  statement  would  require  the  disclosure  of
     material,  nonpublic information regarding Newco and (ii) public disclosure
     of such material  information  would have a significant  adverse  impact on
     Newco, on written notice given to each Investor that made the  registration
     request setting forth details  regarding the basis for such  determination,
     Newco  shall not be  required  to effect a  registration  pursuant  to this
     Section  4.1 until the  earlier of (x) the date upon  which  such  material
     information  is  disclosed  to the public or ceases to be material to Newco
     and  (y)  90  days  after  Newco  provides  such  written  notice  of  such
     determination to such Investors;

     (d)       Newco shall not be required to  register  any  Newco  Registrable
     Securities under this Section 4.1 unless the proposed approximate aggregate
     offering price of the Newco Registrable  Securities to be registered by the
     Investors shall be at least $25,000,000; and

     (e)      Investors holding a majority of the Newco  Registrable  Securities
     then held by all  Investors  shall have the  right,  with the  approval  of
     Newco,  which approval shall not be  unreasonably  withheld,  to select the
     managing and other  underwriters for any underwritten  offering pursuant to
     this Section 4.1.

     Section 4.2   Third  Person  Shares.  Newco  may register shares of
                   ---------------------
Newco  common stock for sale for the account of another person in a registration
of  Newco Registrable Securities under Section 4.1 provided that Newco shall not
have  the  right  to  register such shares to the extent that the Investors that
made  the  registration request under Section 2.1 are advised in writing (with a
copy  to  Newco)  by  the  managing  underwriter  for the offering of such Newco
Registrable  Securities that, in such firm's opinion, registration of such other
shares  may  adversely  affect  the  offering and sale of such Newco Registrable
Securities.

     Section 4.3   Number of Demands.  The Investors shall have the right
                   -----------------
to five registrations pursuant to Section 4.1.  If after Newco has exercised its
right  to  delay a registration pursuant to Section 4.1(b) or (c), the Investors
determine  to  withdraw  their  demand  for  such  registration,  such withdrawn
registration  shall  not  be  counted  as  a  demand  under  this  Section  4.

Section 5.   "Piggyback"  Registration  of  Newco  Registrable Securities.
             ------------------------------------------------------------

     Section 5.1   Notice  and  Registration.  If  Newco  proposes  to
                   -------------------------
register  for public sale under the Securities Act (other than a registration on
Form  S-4 or S-8 or any successor or similar forms thereto), whether proposed to
be  offered  for  sale  by  CMGI,  Newco or any other person, including, without
limitation,  pursuant  to  the  exercise  by  any  other person or entity of any
registration  rights,  any  equity  securities  of  Newco  (the  "Other  Newco
Securities")  on a form and in a manner which would permit registration of Newco
Registrable  Securities  for  sale to the public under the Securities Act, Newco
will  give  prompt  written  notice  to each Investor of its intention to do so,
describing  such  securities,  and  specifying the form and manner and the other
relevant facts involved in such registration (including, without limitation, (x)
whether  or  not  such  registration  will be in connection with an underwritten
offering  of  equity  securities  and,  if  so,  the  identity  of  the managing
underwriter  and  whether  such offering will be pursuant to a "best efforts" or
"firm commitment" underwriting and (y) the anticipated price range at which such
securities  are reasonably expected to be sold to the public).  Upon the written
request  of  an  Investor delivered to Newco by such Investor within 15 Business
Days  after  the  giving of any such notice by CMGI, which request shall specify
the  maximum number of CMGI Registrable Securities intended to be disposed of by
such Investor and the intended method of disposition thereof, Newco will use its
reasonable  best  efforts  to effect, in connection with the registration of the
Other  Newco  Securities, the registration under the Securities Act of all Newco
Registrable  Securities  which  Newco  has been so requested to register by such
Investor,  to  the extent required to permit the disposition (in accordance with
the  intended  method  or  methods  thereof  as  aforesaid) of Newco Registrable
Securities  so  to  be  registered;  provided  that:
                                     --------

     (a)       Newco will not be required to  effect any  registration  of Newco
     Registrable Securities pursuant to this Section 5.1 if (i) the registration
     involves a "firm commitment" underwriting,  (ii) no securities of any other
     selling stockholders are to be included in the registration and (iii) Newco
     shall have been advised by a recognized independent investment banking firm
     selected by Newco that, in such firm's opinion, a registration at that time
     of any of the Newco  Registrable  Securities  proposed to be offered  would
     adversely affect the proposed Newco Company Offering;

     (b)      if  Newco  shall  have  been  advise  by a  recognized independent
     investment banking firm selected by Newco that, in such firm's opinion, the
     number  of  securities   offered  by  such   Investors  and  other  selling
     stockholders,  if any, in a registration  which includes Newco  Registrable
     Securities  under this Section 5.1 is greater than the number of securities
     which can be offered without  adversely  affecting the offering,  (i) Newco
     may reduce pro rata the number of securities  (including without limitation
     Newco   Registrable   Securities)   offered  for  the  account  of  selling
     stockholders to a number deemed  satisfactory  by such  investment  banking
     firm and (ii) in the event that Newco so reduces  the number of  securities
     offered for the account of selling stockholders,  each such Investor agrees
     to reduce pro rata the number of Newco Registrable  Securities  offered for
     its account accordingly;

     (c)      Newco may, in  its sole  discretion,  delay any  offering of Other
     Newco  Securities for which  registration of Newco  Registrable  Securities
     also is effected  under this  Section 5.1 by giving  written  notice of the
     delay to each Investor that made a registration  request under this Section
     5.1; provided, however, that if (i) the registration statement with respect
     to the offering is not yet effective and the delay extends for more than 30
     days from the date of the written notice of delay under this Section 5.1 or
     (ii) the  registration  statement  with  respect to the  offering  has been
     declared  effective  by the SEC and the closing of the  offering is delayed
     for  more  than  24  hours,  any  such  Investor  may  withdraw  its  Newco
     Registrable  Securities  from the  offering,  and  thereupon  CMGI shall be
     relieved of its  obligation to register such Newco  Registrable  Securities
     (but not from its  obligation  to pay  Registration  Expenses to the extent
     incurred in connection  therewith as provided in this  Agreement),  without
     prejudice,  however, to the rights (if any) of such Investor immediately to
     request that such registration be effected as a registration  under Section
     4.1 hereof;

     (d)       Newco shall not be required to  register  any  Newco  Registrable
     Securities under this Section 5.1 unless the approximate aggregate offering
     price of the Newco Registrable  Securities proposed to be registered by the
     Investor  shall be at least (i)  $2,000,000 in the event that such Investor
     is the only  selling  stockholder  for whom or which  securities  are being
     registered  or (ii)  $1,000,000  in the event that such Investor is not the
     only selling stockholder for whom or which securities are being registered;
     and

     (e)      Newco shall have the right to select the managing  underwriter for
     any  underwritten  offering  for which any  Investor  shall have  requested
     registration pursuant to this Section 5.1.

No  registration of Newco Registrable Securities effected under this Section 5.1
shall  relieve  Newco  of  its  obligation  to  effect  a  registration of Newco
Registrable  Securities  pursuant  to  Section  4.1.

Section 6.  Registration  Procedures.
            ------------------------

     Section 6.1   Registration and Qualification.  If and whenever CMGI
                   ------------------------------
or  Newco  is  required  to  use  its  reasonable  best  efforts  to  effect the
registration  under  the  Securities  Act  of,  as to CMGI, any CMGI Registrable
Securities,  or,  as  to Newco, any Newco Registrable Securities, as provided in
Sections  2,  3,  4  or  5  hereof,  CMGI  or Newco, as the case may be, will as
expeditiously  as  is  practicable:

     (a)      prepare  and  promptly  file  with  the  SEC  a  registration
     statement  under the Securities Act  on  Form S-3  (or its successor or any
     similar short-form  registration  statement),  if  available,  and  if Form
     S-3  (or its successor  or  any  similar short-form registration statement)
     is not available, then  on  Form  S-1  (or  its  successor)  with   respect
     to  such  securities  to  be offered and use its reasonable best efforts to
     cause such registration statement to  become  and  remain  effective;

     (b)      prepare  and  file  with  the  SEC  such amendments (including
     post-effective amendments)  and  supplements to such registration statement
     and the prospectus used in connection therewith as may be necessary to keep
     such registration statement effective and  to  comply  with  the provisions
     of the Securities Act  with  respect to the disposition of such securities,
     until  such  time  as  all  such  securities  have  been  disposed  of  in 
     accordance with the intended  methods of  disposition  by  the  Investor(s)
     set forth  in such registration  statement  or, in the case of registration
     statements  not  governed  by  Rule  415  under  the Securities  Act,  the 
     expiration  of  three  months  after  such registration  statement  becomes
     effective, if earlier;

     (c)      furnish  to  the  Investor(s) that  made the  registration request
     copies of any such registration statement, any prospectus included therein 
     (including  any  preliminary  prospectus  or  summary  prospectus) and  any
     amendment  or  supplement thereto  (including all documents incorporated by
     reference therein prior to the effectiveness of such registration statement
     and  all exhibits),  which documents  (other than documents incorporated by
     reference)  will be subject to  the  prior review of such Investor(s) for a
     period  of  at  least  five  Business  Days,  and  (i)  with  respect  to a
     registration  under  Section 2 or 4 hereof,  CMGI or Newco, as the case may
     be,  shall  not  file  with  the  SEC  any  such  registration  statement, 
     prospectus,  amendment  or  supplement  to  which  such Investor(s),  shall
     reasonably  object within  five  Business Days of receipt thereof and  (ii)
     with  respect  to  a  registration  under  Sections 3 or 5 hereof, prior to
     filing with the SEC any such registration statement,  prospectus, amendment
     or  supplement,  CMGI  or  Newco,  as  the  case  may be, will consider the
     reasonable objections of such Investor(s)  which  are  conveyed  to  it;

     (d)      furnish  to the Investor(s) that made the registration request and
     to  any underwriter of such securities,  such number of conformed copies of
     such  registration  statement  and  of  each  such amendment and supplement
     thereto  (in each case including  all exhibits),  such  number of copies of
     the  prospectus  included  in  such  registration statement (including each
     preliminary prospectus and  any  summary  prospectus)  in  conformity  with
     the  requirements of the Securities  Act,  such  documents incorporated  by
     reference  in  such registration statement  or  prospectus  and  such other
     documents as such Investor(s) or such underwriter  may  reasonably  request
     in  order  to  facilitate  the  public  sale  or other  disposition of such
     securities;

     (e)      use  its  reasonable  best efforts to  register or qualify all the
     securities  covered  by  such  registration  statement  under  such  other 
     securities or blue  sky  laws  of  such  jurisdictions as  the  Investor(s)
     that  made the  registration request or any  underwriter of such securities
     shall reasonably request and do any and all other acts and things which may
     be  reasonably  necessary or  advisable to  enable  such Investor(s) or any
     underwriter  to  consummate  the  disposition  in such jurisdictions of the
     securities covered by such  registration  statement;  provided that CMGI or
                                                           --------
     Newco,  as the case may be, shall  not  for any such purpose be required to
     qualify  generally  to  do  business  as  a  foreign  corporation  in  any 
     jurisdiction  where  it  is  not  so qualified  or to subject itself to any
     taxation  in  any  such jurisdiction or to consent to general or  unlimited
     service  of  process  in any jurisdiction where it is not then so subject;
 
     (f)      use its reasonable best efforts to cause the securities covered by
     such registration statement to be registered with or approved by such other
     governmental  agencies  or  authorities as  may  be necessary to enable the
     Investor(s)  that  made  the  registration  request  to  consummate  the  
     disposition of such securities;

     (g)      otherwise use  its  reasonable  best  efforts  to  comply with all
     applicable rules and regulations of the SEC and make generally available to
     its securityholders,  in each  case  as  soon as practicable, but not later
     than  45 calendar days after the  close of the period covered  thereby  (90
     calendar days in case the period covered corresponds to a fiscal year),  an
     earnings statement of Newco or CMGI, as the case may be, which will satisfy
     the provisions of Section 11(a)  of  the  Securities  Act;

     (h)      use  its  reasonable best efforts to  list such securities on each
     securities  exchange  or quote such securities  on each quotation system as
     the  Investor(s) that  made the registration request or the underwriters of
     the offering  may  reasonably  designate;

     (i)      (x)  immediately notify the Investor(s) that made the registration
     request  at any time when a  prospectus relating to a registration pursuant
     to  Section  2, 3, 4 or 5  hereof  is required  to  be  delivered under the
     Securities  Act  of  the  happening of  any event  as a result of which the
     Prospectus  included  in  such  registration  statement, as then in effect,
     includes  an  untrue  statement  of a material  fact or  omits to state any
     material  fact  required to be stated  therein  or  necessary  to  make the
     statements  therein,  in  light of  the  circumstances  then  existing, not
     misleading and (y) at the request of any such Investor, prepare and furnish
     to such Investor a reasonable number of copies of a supplement  to,  or  an
     amendment  of, such prospectus as may be necessary so that,  as  thereafter
     delivered to the purchasers of such securities, such prospectus  shall  not
     include an untrue statement of a material fact or omit to state a  material
     fact  required  to be  stated  therein or  necessary to make the statements
     therein, in light of the circumstances then existing, not misleading.  Each
     Investor  agrees  not  to  sell  any  CMGI Registrable  Securities or Newco
     Registrable  Securities, as the case may be, registered under Section 2, 3,
     4 or 5  hereof  if such Investor has been  notified of  the happening of an
     event  under  clause  (x)  of  this  Section 6.1(i) until such Investor has
     received  such  copies  of the  supplement or amendment as aforesaid and is
     further notified by CMGI or Newco, as the case may be,  that the prospectus
     included  in the registration statement,  as  then  in  effect,  no  longer
     includes  an  untrue statement  of a  material fact  or  omits to state any
     material  fact  required  to be  stated  therein or  necessary to  make the
     statements  therein,  in  light  of  the circumstances  then existing,  not
     misleading.   Upon the  happening  of an  event  under  clause  (x) of this
     Section  6.1(i), the three-month time  period set forth in paragraph (b) of
     this  Section 6.1,  if applicable,  shall be  extended for a number of days
     equal to the number of days that  such  Investor is prohibited from selling
     such CMGI Registrable Securities or  Newco  Registrable  Securities, as the
     case may be, under  this  Section  6.1(i);

     (j)      (x) furnish to the Investor(s) that participate in the preparation
     of  the  registration  statement,  addressed to each of them, an opinion of
     counsel  for  CMGI or  Newco,  as  the  case may be,  dated the date of the
     closing of the sale of the  securities  under  the  underwriting agreement,
     covering  substantially  the same matters with respect to such registration
     statement (and the prospectus included therein) as are  customarily covered
     in opinions of issuer's  counsel  delivered to underwriters in underwritten
     public offerings of securities and  such  other matters as such Investor(s)
     may  reasonably  request,  and  (y) if permitted  by  applicable accounting
     standards, use its reasonable best efforts to furnish to such  Investor(s),
     addressed  to  each  of  them,  a  "cold comfort"  letter  signed  by  the 
     independent public accountants who have certified CMGI's or Newco's, as the
     case  may  be,  financial  statements  included  in  or  incorporated  by  
     reference into such registration statement, covering substantially the same
     matters  with  respect to such registration  statement  (and the prospectus
     included therein),  and  with respect  to  events subsequent to the date of
     such  financial  statements,  as  are  customarily  covered in accountants'
     letters  delivered  to  underwriters  in  underwritten  public offerings of
     securities and  such  other  matters  as  such Investor(s)  may  reasonably
     request; and

     (k)      execute  and  deliver  all instruments and documents and take such
     other  actions  and  obtain all such other certificates and  opinions as is
     customary in  an underwriter offering.

CMGI  or  Newco, as the case may be, may require any such Investor to furnish to
it  such  information  regarding such Investor and the distribution of such CMGI
Registrable Securities or Newco Registrable Securities, as the case may be, that
it  may from time to time reasonably request in writing and as shall be required
by  law  or  by  the SEC or the National Association of Securities Dealers, Inc.
("NASD")  in  connection  with  any  such  registration.

     Section 6.2   Underwriting.
                   ------------

     (a)      If requested by the underwriters  for any underwritten offering of
     CMGI  Registrable  Securities or  Newco Registrable Securities, as the case
     may  be,  pursuant  to a  registration requested by one or more Investor(s)
     hereunder,  CMGI or  Newco,  as  the  case  may  be,  will  enter  into  an
     underwriting agreement with  such  underwriters  for  such  offering,  such
     agreement  to  contain  such  representations,  warranties,  covenants  and
     indemnities by CMGI or Newco,  as the case may be, and such other terms and
     provisions  as are  customarily contained in underwriting  agreements  with
     respect  to  secondary  distributions,  including  without limitation  such
     underwriters' form of indemnities and contribution and the provision of  an
     opinion  of  counsel and,  if applicable,  a "cold comfort" letter, in each
     case  to the  effect and to the  extent provided in  Section 6.1(j) hereof.
     The  Investor(s)  on  whose  behalf  CMGI Registrable Securities  or  Newco
     Registrable  Securities,  as  the  case  may  be,  are to be distributed by
     such underwriters, shall be a party to any such underwriting agreement, and
     the representations and warranties by, and the other agreements on the part
     of,  CMGI or Newco,  as the case  may be,  to and for  the  benefit of such
     underwriters  shall  also  be  made  to and  for the  benefit  of each such
     Investor.

     (b)      In  the  event that  any registration  pursuant to Sections 3 or 5
     hereof shall involve,  in  whole or in part, an underwritten offering, CMGI
     or  Newco,  as the  case  may be,  may  require  that the  CMGI Registrable
     Securities or  Newco  Registrable  Securities,  as  the  case  may  be,  be
     included in such underwriting on  the  same  terms  and conditions as shall
     be applicable to the Other  CMGI Securities or Other Newco Securities being
     sold through underwriters under  such  registration.  In  such  case,  each
     Investor on  whose  behalf such securities  are  to  be distributed by such
     underwriters  shall  be a party to  any such  underwriting agreement.  Such
     agreement  shall  contain  such representations,  warranties, covenants and
     indemnities  by  each  such Investor and such other terms and provisions as
     are  customarily  contained in underwriting agreements with respect to  the
     selling  shareholders  in  a  secondary  distributions,  including  without
     limitation  the  underwriters'  form  of  indemnities  and  contribution,
     provided that the aggregate  amount of any indemnification and contribution
     --------
     to be  provided  by any  Investor  thereunder  shall be  limited to the net
     proceeds to such Investor  from the offering  under such registration.  The
     representations and warranties in  such  underwriting agreement by, and the
     other agreements on the part  of, CMGI  or  Newco,  as  the case may be, to
     and for the benefit of such underwriters  shall  also  be  made  to and for
     the benefit of such Investor(s).

     (c)      In the event that any  registration shall involve an  underwritten
     offering of CMGI Registrable Securities or Newco Registrable Securities, as
     the case may be,  with an aggregate current market value (calculated  based
     on  the  per share closing  price of the CMGI Common Stock or Newco  Common
     Stock, as the case may be, on the trading day immediately prior to the  day
     on  which the request for registration is given under Section 2.1, 3.1, 4.1
     or  5.1)  equal to or in excess of $250,000,000, CMGI or Newco, as the case
     may  be,  will,  for  a  period not  longer than  one week,  (i) market the
     securities  to be  offered by the  Investors in such  registration with the
     same  diligence  as  it  would  devote  to  the  marketing  of  a  primary 
     registration of its securities and (ii) cause its management to participate
     in any efforts by the underwriters to market  such securities to be offered
     by  such  Investors  in  such  registration,  if  and  as  required by such
     underwriters;  provided that each of CMGI and Newco, as the  case  may  be,
     shall only be required to market such  securities pursuant to this  Section
     6.2(c)  once  every  twenty-four  (24)  month  period.

     Section 6.3   Lock-up.
                   -------

     (a)      If  a  registration  pursuant  hereto  involves  an  under-written
     offering,  CMGI  and  Newco  agree,  if  so  required  by  the  managing 
     underwriter  of  such  offering,  (i)  not  to  effect  any  public sale or
     distribution  of  any of its  equity  securities or  securities convertible
     into or exchangeable or  exercisable for  any  of  such  equity  securities
     during a period of up to 90 calendar days after  the effective date of such
     registration, except for securities sold in such underwritten  offering  or
     except in connection with a stock option plan, purchase  plan,  savings  or
     similar plan, or an acquisition, merger or exchange offer and (ii)  to  use
     its  reasonable  best efforts to cause  its officers and directors to agree
     not  to  effect any  sale or distribution (other than a private sale  to  a
     transferee  who  or  which  agrees  to  the  same restrictions to which the
     transferor is  subject)  of  any (x) equity securities of CMGI or Newco, as
     the case may be,  owned  or  controlled  by any of them or their respective
     family  members  or  (y)  securities  convertible  into or  exchangeable or
     exercisable for any of such equity securities owned or controlled by any of
     them or their respective  family members,  during a period of up to 90 days
     after the effective date of the registration statement,  except  as part of
     and  pursuant  to such  underwritten offering;  provided that neither CMGI,
     Newco nor their respective officers and  directors shall be  subject to the
     foregoing more than once in any twelve (12) month period.

     (b)      If  a  registration  pursuant  hereto  involves  an  under-written
     offering, each Investor, whether  or not  such  Investor's CMGI Registrable
     Securities  or  Newco  Registrable  Securities  are  included  in  such 
     registration, will,  if  and  to  the  extent  requested  by  the managing 
     underwriter  in such offering,  enter  into  an  agreement  not  to  effect
     any  public sale or distribution,  including  any sale pursuant to Rule 144
     under  the  Securities  Act  (but excluding  those  securities sold in such
     underwritten offering),  of,  in the  case  of an  underwritten offering by
     CMGI, any of the equity securities of CMGI owned by such  Investor, and, in
     the case of an underwritten offering by Newco, any of the equity securities
     of  Newco owned by  such Investor, without the  consent  of  such  managing
     underwriter,  during  a  period  commencing  on the  effective date of such
     registration and  ending a number of calendar days thereafter not exceeding
     90  days  (or, in the case of the initial underwritten public  offering  of
     common stock of Newco, not to exceed 180 days) as such managing underwriter
     shall reasonably determine is required  to  effect  a successful  offering;
     provided such agreement is substantially identical in form and substance to
     other  "lock-up" agreements of the other stockholders of CMGI or Newco,  as
     applicable,  who execute such  agreements in connection with such offering;
     provided  that  the  Investors shall not be  subject to the  foregoing more
     than once in any twelve (12) month period.

Section 7.   Registration  Expenses.
             ----------------------

     (a)      CMGI  (as  between  CMGI  and  the  Investors)  will  pay  all
     Registration  Expenses  in  connection  with  any  registration  of  CMGI 
     Registrable Securities  pursuant  to  this  Agreement,  except  that  CMGI
     shall  not  bear underwriting  discounts  or  commissions  attributable  to
     CMGI  Registrable Securities  or  transfer  taxes  applicable  thereto.

     (b)      Newco  (as  between  Newco  and  the  Investor(s)  will  pay  all
     Registration  Expenses  in  connection  with  any  registration  of  Newco 
     Registrable Securities pursuant to this Agreement, except that Newco  shall
     not  bear  underwriting  discounts  or commissions  attributable  to  Newco
     Registrable Securities  or  transfer  taxes  applicable  thereto.

     (c)      As used in this Agreement,  "Registration Expenses"  shall include
     all  expenses  incident  to  the  performance  of or  compliance by CMGI or
     Newco,  as the case may be, with the registration requirements set forth in
     this Agreement, including, without limitation, the following: (i) the fees,
     disbursements and expenses  of  its counsel, accountants and transfer agent
     in connection with the registration of  securities  to be disposed of under
     the Securities  Act;  (ii) all expenses in connection with the preparation,
     printing  and  filing  of  the  registration  statement,  any  preliminary 
     prospectus or final prospectus, any other offering document and  amendments
     and supplements thereto and the mailing and delivering  of  copies  thereof
     to the  underwriters and  dealers;  (iii) the cost of printing or producing
     any  agreement(s) among underwriters, underwriting  agreement(s)  and  blue
     sky  or  legal  investment memoranda,  any selling agreements and any other
     documents  in  connection  with  the  offering,  sale  or  delivery  of the
     securities to be disposed of; (iv) the cost of printing  or  producing  and
     the  issuance  and  delivery  of certificates for the securities,  (v)  all
     expenses  in  connection  with the  qualification  of  the  securities  for
     offering  and  sale under state  securities laws,  including  the fees  and
     disbursements  of  counsel  for  the  underwriters  in connection with such
     qualification  and  in  connection with any  blue sky  and legal investment
     surveys; and (vi) the filing fees  incident to securing any required review
     by  the  NASD  of the  terms of the  sale of the  securities and; (vii) the
     listing or quotation of the securities  on  stock  exchanges  or  quotation
     systems.

Section 8.   Indemnification  and  Contribution.
             ----------------------------------

     Section 8.1   Indemnification  by  CMGI.  In  the  event  of  any
                   -------------------------
registration  of  any  CMGI Registrable Securities, CMGI agrees to indemnify and
hold  harmless  each  Investor  whose CMGI Registrable Securities are covered by
such  registration,  its  directors, officers or general or limited partners (as
applicable),  each  person who participates as an underwriter in the offering or
sale  of such securities, each officer and director of each underwriter and each
person,  if  any,  who controls such Investor or any such underwriter within the
meaning  of  the  Securities Act or the Securities Exchange Act, as amended (the
"Exchange  Act"),  against:

     (a)      any  and  all  loss,  claim,  damage,  liability  and  expense
     whatsoever  arising  out  of or based  upon any untrue statement or alleged
     untrue  statement  of  a  material  fact  contained  in  any  registration
     statement, any preliminary prospectus or final prospectus included therein,
     any  amendment  or  supplement  thereto  or  any  document  incorporated by
     reference therein or any omission or  alleged  omission  to state therein a
     material  fact required to be stated  therein  or  necessary  to  make  the
     statements therein not misleading;

     (b)      any  and all loss, claim, damage, liability and expense whatsoever
     to the extent of the aggregate amount paid in settlement of any litigation,
     or  investigation  or  proceeding  by  any  governmental  agency  or  body,
     commenced  or  threatened, or  of any claim  whatsoever based upon any such
     untrue  statement  or  omission,  or any such  alleged  untrue statement or
     omission, if such settlement  is  effected  with  the  written  consent  of
     CMGI; and

     (c)      against  any  and  all  expense  reasonably  incurred  by  them in
     connection  with  investigating,  preparing  or  defending  against  any 
     litigation,  or investigation  or  proceeding  by  any  governmental agency
     or body, commenced or threatened, or any  claim  whatsoever  based upon any
     such  untrue statement or omission,  to the extent that any such expense is
     not paid under paragraph (a) or (b) of  this  Section  8.1; 

provided,  however, that CMGI shall not be liable in any such case to the extent
--------   -------
that  any  such  loss,  claim,  damage, liability or expense arises out of or is
based  upon  an  untrue  statement  or  alleged  untrue statement or omission or
alleged  omission  made  in such registration statement, preliminary prospectus,
final  prospectus,  amendment  or  supplement in reliance upon and in conformity
with  written  information  furnished  to CMGI by or on behalf of such Investor,
underwriter  or  control  person  expressly  for  inclusion in such registration
statement,  prospectus,  amendment or supplement.  The foregoing indemnity shall
remain  in  full  force and effect regardless of any investigation made by or on
behalf  of  such  Investor,  underwriter or control person or any such director,
officer,  partner or person and shall survive the transfer of such securities by
such  Director.

     Section 8.2   Indemnification  by  Newco.  In the event of any 
                   --------------------------
registration  of any Newco Registrable Securities, Newco agrees to indemnify and
hold  harmless  each  Investor whose Newco Registrable Securities are covered by
such  registration,  its  respective  directors, officers or general and limited
partners  (as applicable), each person who participates as an underwriter in the
offering  or  sale  of  such  securities,  each  officer  and  director  of each
underwriter  and  each  person,  if  any, who controls such Investor or any such
underwriter  within  the  meaning  of  the  Securities  Act  or the Exchange Act
against:

     (a)      any and all loss,  claim, damage, liability and expense whatsoever
     arising  out  of  or  based  upon  any  untrue statement  or alleged untrue
     statement of  a  material  fact  contained  in  any registration statement,
     any  preliminary  prospectus  or  final  prospectus  included  therein, any
     amendment  or supplement thereto  or any document incorporated by reference
     therein or any omission  or  alleged  omission  to state therein a material
     fact required to be stated therein  or  necessary  to  make  the statements
     therein not misleading;

     (b)      any and all loss, claim,  damage, liability and expense whatsoever
     to the extent of the aggregate amount paid in settlement of any litigation,
     or  investigation  or proceeding  by  any  governmental  agency  or  body, 
     commenced  or  threatened,  or of any  claim whatsoever based upon any such
     untrue  statement  or omission,  or any  such  alleged  untrue statement or
     omission, if such settlement is effected with the written  consent  of  the
     Newco;  and

     (c)      against  any  and  all  expense  reasonably  incurred  by  them in
     connection  with  investigating,  preparing  or  defending  against  any 
     litigation, or investigation or  proceeding  by  any governmental agency or
     body, commenced or threatened, or any claim  whatsoever based upon any such
     untrue statement  or omission,  to the extent that  any such expense is not
     paid under paragraph (a) or (b) of this Section  8.2;

provided, however, that Newco shall not be liable in any such case to the extent
--------  -------
that  any  such  loss,  claim,  damage, liability or expense arises out of or is
based  upon  an  untrue  statement  or  alleged  untrue statement or omission or
alleged  omission  made  in such registration statement, preliminary prospectus,
final  prospectus,  amendment  or  supplement in reliance upon and in conformity
with  written  information  furnished to Newco by or on behalf of such Investor,
underwriter  or  control  person  expressly  for  inclusion in such registration
statement,  prospectus,  amendment or supplement.  The foregoing indemnity shall
remain  in  full  force and effect regardless of any investigation made by or on
behalf  of  such  Investor,  underwriter or control person or any such director,
officer,  partner or person and shall survive the transfer of such securities by
such  Investor.

     Section 8.3   Indemnification  by  the  Investors
                   -----------------------------------

     (a)      CMGI  may  require,  as a  condition to including CMGI Registrable
     Securities  of  an  Investor in any registration pursuant to Section 2.1 or
     3.1,  that  such Investor agree to indemnify and hold harmless (in the same
     manner  and  to the  same  extent  as set forth in  Section 8.1) CMGI, each
     director  of CMGI, each  officer  of  CMGI  who  signed  such  registration
     statement,  each person who participates  as an underwriter in the offering
     or sale of such securities, each officer  and director of each underwriter,
     and each person, if any, who controls CMGI or any  such  underwriter within
     the meaning of the Securities Act or the Exchange Act, with respect to  any
     statement in or omission from such registration  statement, any preliminary
     prospectus  or  final  prospectus  included  therein,  or  any amendment or
     supplement thereto, if such statement or omission was made in reliance upon
     and in conformity with written information furnished by  or  on  behalf  of
     such  Investor  to  CMGI  expressly  for  inclusion  in  such  registration
     statement,  prospectus,  amendment or supplement.  Any such indemnity shall
     remain in full force and effect regardless  of any investigation made by or
     on  behalf of CMGI  or any such director, officer or controlling person and
     shall survive the  transfer  of  the  such  securities  by  such  Investor.

     (b)      Newco  may  require,  as  a  condition  to  including  any  Newco
     Registrable  Securities  of  an  Investor  in  a  registration  pursuant to
     Section  4.1 or 5.1,  that  such  Investor  agree  to  indemnify  and  hold
     Harmless  (in  the same  manner  and  to the  same  extent  as set forth in
     Section 8.2)  Newco, each director of  Newco,  each  officer  of  Newco who
     signed  such registration statement, each person  who  participates  as  an
     underwriter  in  the offering or sale of such securities,  each officer and
     director of each underwriter, and each person, if any, who  controls  Newco
     or  any  such  underwriter  within the meaning of the Securities Act or the
     Exchange  Act,  with  respect  to  any  statement  in or omission from such
     registration  statement,  any  preliminary  prospectus  or final prospectus
     included  therein,  or  any  amendment  or  supplement  thereto,  if  such 
     statement  or  omission  was  made  in reliance upon and in conformity with
     written information furnished  by  or on behalf of such  Investor to  Newco
     expressly  for  inclusion  in  such  registration  statement,  prospectus, 
     amendment  or  supplement.   Any such indemnity  shall remain in full force
     and effect regardless of any  investigation made by or on behalf  of  Newco
     or any such director, officer or  controlling person and  shall survive the
     transfer of the such securities by such Investor.

     (c)      Notwithstanding  the provisions of paragraphs  (a) and (b) of this
     Section 8.3, no Investor shall be required to provide indemnification under
     this  Section  8.3  in  an  aggregate  amount in excess of the net proceeds
     received by such Investor in the offering.

     Section 8.4   Indemnification  Procedures.
                   ---------------------------

     (a)      Promptly  after  receipt  by  an  indemnified  party  hereunder of
     written notice of the commencement  of any action or proceeding involving a
     claim  referred  to in this  Section 8,  such  indemnified party will, if a
     claim in respect thereof is to be made against an indemnifying party,  give
     written notice to such indemnifying  party  of  the  commencement  of  such
     action; provided, however,  that the  failure  of any  indemnified party to
             --------  -------
     give notice as provided  herein  shall  not  relieve the indemnifying party
     of  its  obligations  under  this  Section 8,  except  to the  extent  (not
     including any such notice of an underwriter) that  the  indemnifying  party
     is actually prejudiced by such failure to give notice.  In  case  any  such
     action is brought against an indemnified party,  unless in such indemnified
     party's reasonable judgment a conflict of interest between such indemnified
     and indemnifying parties may exist in  respect of such claim (in which case
     the  indemnifying party  shall  not  be liable for the fees and expenses of
     more than one firm of counsel for the Investors  or  more  than one firm of
     counsel for the under-writers in connection with any one action or separate
     but  similar  or related actions, in addition in each  case,  to  any local
     counsel), the indemnifying party will be entitled to participate in and  to
     assume  the  defense thereof,  jointly  with any other  indemnifying  party
     similarly  notified,  to  the  extent  that  it  may  wish,  with  counsel 
     reasonably  satisfactory to such  indemnified party,  and after notice from
     the  indemnifying  party  to such  indemnified party  of its election so to
     assume  the defense thereof,  the  indemnifying party will not be liable to
     such  indemnified  party  for  any  legal  or  other  expenses subsequently
     incurred  by such indemnified party in connection with the defense thereof.
     No  indemnified  party shall  consent to the entry of any judgment or enter
     into  any  settlement  of  any  such  action, the defense of which has been
     assumed  by  an  indemnifying party and for which an indemnifying party may
     have  indemnification  liability  hereunder  with  the  consent  of  such
     indemnifying  party.

     (b)      CMGI or Newco, as the case may be, and the Investors shall provide
     for  the  fore-going  indemnities  (with appropriate modifications)  in any
     underwriting agreement with respect to  any  required registration or other
     qualification of securities under any federal or state law or regulation of
     any governmental authority.

     Section  8.5   Contribution.  If the indemnification provided for in
                    ------------
Section  8.1  or  Section  8.3(a) hereof is required by its terms but is for any
reason  held  to be unavailable to or otherwise insufficient to hold harmless an
indemnified  party under such Section in respect to any losses, claims, damages,
liabilities  or  expenses referred to therein, then each applicable indemnifying
party  shall  contribute to the amount paid or payable by such indemnified party
as  a result of any losses, claims, damages, liabilities or expenses referred to
therein  (a)  in  such  proportion  as  is  appropriate  to reflect the relative
benefits  received  by  CMGI,  the  Investors  which  held  the CMGI Registrable
Securities subject to the registration and the underwriters from the offering or
(b)  if  the  allocation  provided  by  clause  (a)  above  is  not permitted by
applicable  law,  in  such  proportion as is appropriate to reflect not only the
relative benefits referred to in clause (a) above but also the relative fault of
CMGI,  such  Investors and the underwriters in connection with the statements or
omissions  or  inaccuracies  in  the representations and warranties herein which
resulted  in  such  losses, claims, damages, liabilities or expenses, as well as
any  other  relevant equitable considerations.  The respective relative benefits
received  by  CMGI, such Investors and the underwriters shall be deemed to be in
the  same proportion, in the case of CMGI and such Investors, as the total price
paid  to  CMGI  and  to such Investors, respectively, for the securities sold by
them  to  the  underwriters  (net  of underwriting commissions and discounts but
before  deducting  expenses),  and  in  the  case  of  the  underwriters, as the
underwriting  commissions  or  discounts  received by them bears to the total of
such  amounts  paid  to  CMGI  and  to  such  Investors,  and  received  by  the
underwriters  as  underwriting  commissions or discounts.  The relative fault of
CMGI,  such  Investors and the underwriters shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact  or  the  omission  or alleged omission to state a material fact relates to
information  supplied  by  CMGI,  such  Investors  or  the  underwriters and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent  such statement or omission.  CMGI and each Investor agrees
that it would not be just and equitable if contribution pursuant to this Section
8.5 were determined solely by pro rata allocation (even if the underwriters were
treated  as  one  entity  for such purpose) or by any other method of allocation
which  does  not take account of the equitable considerations referred to in the
immediately preceding paragraph.  Notwithstanding the provisions of this Section
8.5,  (i) the foregoing contribution agreement shall not inure to the benefit of
any  indemnified  party  if  indemnification would be available to such party by
reason  of  Section 8.1 or 8.3(a) hereof, and (ii) no Investor shall be required
to contribute any amount in excess of the net proceeds received by Compaq in the
offering.  No  person guilty of fraudulent misrepresentation (within the meaning
of  Section  11(f) of the Act) shall be entitled to contribution from any person
who  was  not  guilty  of  such  fraudulent  misrepresentation.

     Section 8.6   Contribution.  If the indemnification provided for in
                   ------------
Section  8.2  or  Section  8.3(b) hereof is required by its terms but is for any
reason  held  to be unavailable to or otherwise insufficient to hold harmless an
indemnified  party under such Section in respect to any losses, claims, damages,
liabilities  or  expenses referred to therein, then each applicable indemnifying
party  shall  contribute to the amount paid or payable by such indemnified party
as  a result of any losses, claims, damages, liabilities or expenses referred to
therein  (a)  in  such  proportion  as  is  appropriate  to reflect the relative
benefits  received  by  Newco,  the  Investors  which held the Newco Registrable
Securities subject to the registration and the underwriters from the offering or
(b)  if  the  allocation  provided  by  clause  (a)  above  is  not permitted by
applicable  law,  in  such  proportion as is appropriate to reflect not only the
relative benefits referred to in clause (a) above but also the relative fault of
Newco,  such Investors and the underwriters in connection with the statements or
omissions  or  inaccuracies  in  the representations and warranties herein which
resulted  in  such  losses, claims, damages, liabilities or expenses, as well as
any  other  relevant equitable considerations.  The respective relative benefits
received  by Newco, such Investors and the underwriters shall be deemed to be in
the same proportion, in the case of Newco and such Investors, as the total price
paid  to  Newco  and to such Investors, respectively, for the securities sold by
them  to  the  underwriters  (net  of underwriting commissions and discounts but
before  deducting  expenses),  and  in  the  case  of  the  underwriters, as the
underwriting  commissions  or  discounts  received by them bears to the total of
such  amounts  paid  to  Newco  and  to  such  Investors,  and  received  by the
underwriters  as  underwriting  commissions or discounts.  The relative fault of
Newco,  such Investors and the underwriters shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact  or  the  omission  or alleged omission to state a material fact relates to
information  supplied  by  Newco,  such  Investors  or  the underwriters and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent such statement or omission.  Newco and each Investor agrees
that it would not be just and equitable if contribution pursuant to this Section
8.6 were determined solely by pro rata allocation (even if the underwriters were
treated  as  one  entity  for such purpose) or by any other method of allocation
which  does  not take account of the equitable considerations referred to in the
immediately preceding paragraph.  Notwithstanding the provisions of this Section
8.6,  (i) the foregoing contribution agreement shall not inure to the benefit of
any  indemnified  party  if  indemnification would be available to such party by
reason  of  Section 8.2 or 8.3(b) hereof, and (ii) no Investor shall be required
to contribute any amount in excess of the net proceeds received by such Investor
in  the  offering.  No person guilty of fraudulent misrepresentation (within the
meaning  of Section 11(f) of the Act) shall be entitled to contribution from any
person  who  was  not  guilty  of  such  fraudulent  misrepresentation.

Section 9.   Miscellaneous
             -------------

     Section 9.1   Defined  Terms.  The  term  "person," as used in this
                   --------------
Agreement  shall  mean  a  natural person, corporation, association, partnership
(general or limited), joint venture, trust, joint-stock company, estate, limited
liability  company,  unincorporated  organization  or  other  legal  entity  or
organization.

     Section 9.2   Preparation; Reasonable Investigation.  In connection
                   -------------------------------------
with  the preparation and filing of each registration statement registering CMGI
Registrable  Securities  or  Newco  Registrable  Securities, as the case may be,
under  the  Securities  Act,  CMGI  or  Newco, as the case may be, will give the
Investors  and  the  underwriters,  if  any,  and  their  respective counsel and
accountants, such reasonable and customary access after reasonable notice to its
books  and  records  and  such  opportunities  to  discuss its business with its
officers and the independent public accountants who have certified its financial
statements  and  perform  such  other  diligence  as  shall be necessary, in the
opinion  of such Investors and such underwriters or their respective counsel, to
conduct  a  reasonable  investigation  within the meaning of the Securities Act.

     Section 9.3   Legends;  Stop  Transfer  Restriction.
                   -------------------------------------

     (a)      Each  Investor  hereby  acknowledges  that  each  certificate
     representing  CMGI  Registrable Securities  or Newco Registrable Securities
     may be stamped or otherwise  imprinted  with  a legend in substantially the
     following form:

              "This  common stock  has  not been registered under the Securities
              Act of 1933, as amended, and may not be transferred in the absence
              of such registration or an exemption therefrom  under  such  Act."

     (b)      The legend referenced  in this Section 9.3, shall be applicable to
     any  disposition  of  CMGI  Registrable  Securities  or  Newco  Registrable
     Securities  while  transfer  of  such  securities  is  restricted  by  the 
     Securities  Act or the Purchase Agreement.  CMGI or Newco,  as the case may
     be,  agrees that,  upon  receipt  of a  written  request from an  Investor,
     executed  and  delivered  to  CMGI or Newco,  as the  case  may be, and its
     transfer  agent  and  accompanied  by  an  opinion  of  counsel  reasonably
     acceptable to CMGI or Newco, as the case may be, to the effect that some or
     all of the CMGI Registrable Securities or Newco Registrable Securities,  as
     the  case  may be,  may lawfully be publicly offered and sold in the United
     States without registration under the Securities Act, CMGI or Newco, as the
     case  may  be,  will, or will cause its transfer agent or warrant agent (if
     any)  to,  remove  such  legend  from the  certificates  representing  such
     securities.

     Section 9.4   No  Inconsistent Agreements.  CMGI and Newco have not
                   ---------------------------
entered  into,  and shall not on or after the date of this Agreement enter into,
any  agreement  with  respect  to  its  securities  that compromises, negates or
violates  the  rights  expressly  granted to the Investors under this Agreement.

     Section 9.5   Amendment  and Waiver.  No amendment of any provision
                   ---------------------
of  this  Agreement  shall be effective, unless the same shall be in writing and
signed by: (i) in a case of an amendment affecting CMGI's rights and obligations
hereunder,  CMGI  and  Investors  holding  at  least  a  majority  of  the  CMGI
Registrable  Securities  then  held by all Investors, and (ii) in the case of an
amendment  affecting  the  rights  and obligations of Newco hereunder, Newco and
Investors  holding  at least a majority of the Newco Registrable Securities then
held  by all Investors.  Any failure of any party to comply with any obligation,
agreement  or  condition  hereunder  may  only be waived in writing by the other
parties,  but  such  waiver  shall  not operate as a waiver of, or estoppel with
respect  to,  any  subsequent or other failure.  No failure by any party to take
any  action  with  respect to any breach of this Agreement or default by another
party  shall  constitute a waiver of such party's right to enforce any provision
hereof  or  to  take  any  such  action.

     Section 9.6   Notices.  Any  notice,  request, instruction or other
                   -------
document to be given hereunder by any party to another party shall be in writing
and  shall  be  deemed  given  when  delivered  personally,  upon  receipt  of a
transmission  confirmation (with a confirming copy sent by overnight courier) if
sent  by  facsimile or like transmission, and on the next business day when sent
by  Federal  Express,  United  Parcel  Service, Express Mail, or other reputable
overnight  courier,  to  the  party  at  the  following addresses (or such other
addresses  for  a  party  as  shall  be  specified  by  like  notice):

       (a)     If  to  Compaq:

               20555  State  Highway  249
               Houston,  Texas  77070
               Attention:  William  D.  Strecker
               Fax  No.:  (281)  514-5512

               With  a  copy  to:

               Skadden,  Arps,  Slate,  Meagher  & Flom  LLP
               One  Beacon  Street
               Boston,  Massachusetts  02108
               Attention:  Louis  A.  Goodman,  Esq.
               Fax  No.:  (617)  573-4822


       (b)     If  to  Digital:

               40  Old  Bolton  Road
               Stowe,  Massachusetts  01775
               Attention:  William  D.  Strecker
               Fax  No.:  (281)  514-5521

               With  a  copy  to:

               Skadden,  Arps,  Slate,  Meagher  & Flom  LLP
               One  Beacon  Street
               Boston,  Massachusetts  02108
               Attention:  Louis  A.  Goodman,  Esq.
               Fax  No.:  (617)  573-4822


       (c)     If  to  CMGI,  to:

               100  Brickstone  Square
               Andover,  Massachusetts  01810-1428
               Attention:  William  Williams  II,  Esq.
               Fax  No.:  (978)  684-3601

               With  a  copy  to:

               Hale  and  Dorr  LLP
               60  State  Street
               Boston,  Massachusetts  02109
               Attention:  Mark  G.  Borden,  Esq.
               Fax  No.:  (617)  526-5000


      (d)     if  to  Newco,  to:

               100  Brickstone  Square
               Andover,  Massachusetts  01810-1428
               Attention:  William  Williams  II,  Esq.
               Fax  No.:  (978)  684-3601

               With  a  copy  to:

               Hale  and  Dorr  LLP
               60  State  Street
               Boston,  Massachusetts  02109
               Attention:  Mark  G.  Borden,  Esq.
               Fax  No.:  (617)  526-5000

     Section 9.7   Entire  Agreement; Governing Law.  This Agreement (a)
                   --------------------------------
constitutes  the  entire  agreement  and  supersedes  all  other  agreements and
understandings,  both  written and oral, between the parties with respect to the
subject  matter  hereof  and  (b)  shall  be  governed  by  and  be construed in
accordance  with  the laws of the State of Delaware without giving effect to the
principles  of  conflicts  of  laws  thereof.

     Section 9.8   Successors and Assigns.  Except as otherwise provided
                   ----------------------
herein,  all of the terms and provisions of this Agreement shall be binding upon
and enure to the benefit of and be enforceable against the respective successors
and  assigns  of  the  parties  hereto.

     Section 9.9   Counterparts.  This  Agreement may be executed in any
                   ------------
number  of  counterparts  and  by  the  different  parties  hereto  on  separate
counterparts,  each  of  which when so executed and delivered shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

     Section  9.10  Headings.  The section and other headings contained in
                    --------
this  Agreement  are for reference purposes only and shall not affect in any way
the  meaning  or  interpretation  of  this  Agreement.

     Section 9.11  Severability.  In  case any term, provision, covenant
                   ------------
or  restriction  contained  in  this Agreement is held to be invalid, illegal or
unenforceable  in any jurisdiction, the validity, legality and enforceability of
the remaining terms, provisions, covenants or restrictions contained herein, and
of  such  term,  provision,  covenant  or restriction in any other jurisdiction,
shall  not  in  any  way  be  affected  or  impaired  thereby.

     Section 9.12  Termination.  CMGI shall have no obligations pursuant
                   -----------
to  this  Agreement  with respect to any CMGI Registrable Securities if, after a
period of not less than five years from the date hereof, the Investors hold less
than  an  amount equal to 15% of the CMGI Registrable Securities held by them on
the  date  of  this Agreement.  Newco shall have no obligations pursuant to this
Agreement with respect to any Newco Registrable Securities if, after a period of
not less than seven years from the date hereof, the Investors hold less than 25%
of  the Newco Registrable Securities held by them on the date of this Agreement.



                             SIGNATURE PAGE FOLLOWS

      

          IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to
be  signed  as  of  the  date  first  written  above.



                                   COMPAQ  COMPUTER  CORPORATION


                              By:
                                   Name:
                                   Title:


 
                                   DIGITAL  EQUIPMENT  CORPORATION



                              By:
                                   Name:
                                   Title:


                                   CMGI,  INC.


                              By:
                                   Name:
                                   Title:


                                   ZOOM  NEWCO  INC.


                              By:
                                   Name:
                                   Title: