Share Exchange Agreement - Pacific Century CyberWorks Ltd. and CMGI Inc.



                           Dated September 22, 1999



                      Pacific Century CyberWorks Limited



                                      and



                                  CMGI, Inc.



                                        
                           SHARE EXCHANGE AGREEMENT

 
THIS AGREEMENT is made on the 22nd day of September 1999


BETWEEN:


(1)  Pacific Century CyberWorks Limited, a company incorporated in Hong Kong
     with registered number 69030 whose registered office is at 38/F, Citibank
     Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong ('PCCW'); and

(2)  CMGI, Inc., a company incorporated in Delaware, the United States of
     America whose principal office is at 100 Brickstone Square, First Floor,
     Andover, Massachusetts ('CMGI').


WHEREAS:

(A)  PCCW is a public company incorporated in Hong Kong.  The issued ordinary
     shares of HK$0.05 in the capital of PCCW are listed on the Stock Exchange
     (as hereinafter defined).

(B)  CMGI is a public company incorporated in Delaware.  The issued shares of
     common stock, par value $.01 per share, of CMGI are listed on Nasdaq (as
     hereinafter defined).

(C)  PCCW and CMGI have mutually agreed that CMGI shall issue and sell to PCCW
     the CMGI Shares (as hereinafter defined) and PCCW shall allot and issue to
     CMGI the PCCW Shares (as hereinafter defined) upon the terms and subject to
     the conditions set out in this Agreement.


NOW IT IS HEREBY AGREED as follows:

1.   Interpretation
     --------------

1.1  In this Agreement where the context so admits the following words and
     expressions shall have the following meanings:

     'Business Day'      a day on which banks are generally open for business in
                         Hong Kong and New York City;

 
     'CMGI Shares'          4,057,971 new shares of common stock, par value
                            US$0.01, of CMGI;

     'CMGI Warranties'      the representations, warranties and undertakings
                            under Clause 7;

     'CMGI's Solicitors'    CMS Cameron McKenna, 5th Floor, Tower One, Lippo
                            Centre, 89 Queensway, Hong Kong.

     'Companies Ordinance'  the Companies Ordinance (Chapter 32 of the Laws of
                            Hong Kong);

     'Completion'           completion of the transaction contemplated herein
                            pursuant to Clause 5;

     'Completion Date'      the third Business Day after the date of the later
                            of the notices to be given by PCCW or CMGI pursuant
                            to Clause 4.4 (or such later date as to which the
                            Parties may agree in writing);

     'Conditions'           the conditions set out in Clause 4.1;

     'CT'                   The Corporation Trust Company, 1209 Orange Street,
                            Wilmington, Delaware 19801.

     'Hong Kong'            the Hong Kong Special Administrative Region of the
                            People's Republic of China;

     'Listing Rules'        at any given time, the Rules Governing the Listing
                            of Securities on the Stock Exchange in the form in
                            force at that time;

     'Long Stop Date'       November 30, 1999 or such later date as to which the
                            Parties may agree writing;

     'Nasdaq'               The Nasdaq National Market;

     'Parties'              named parties to this Agreement, and 'Party' means
                            either of them;

 
     'PCCW Shares'          448,347,107 new ordinary shares of HK$.05 each in
                            the capital of PCCW, credited as fully paid;

     'PCCW Warranties'      the representations, warranties and undertakings
                            under Clause 8;

     'PCCW's Solicitors'    Baker & McKenzie, 14th Floor, Hutchison House, 10
                            Harcourt Road, Hong Kong;

     'PCGH'                 Pacific Century Group Holdings Limited, a
                            corporation organized under the laws of the Cayman
                            Islands;

     'PCRD'                 Pacific Century Regional Developments Limited, a
                            corporation organized under the laws of Singapore;
                            and

     'Stock Exchange'       The Stock Exchange of Hong Kong Limited.

1.2  A reference to any given Clause is to the clause of this Agreement with the
corresponding numerical or other designation.

1.3  The expressions 'CMGI' and 'PCCW' shall, where the context permits, include
their respective successors and permitted assigns.

2.   Allotment, Issuance and Subscription of Shares
     ----------------------------------------------

     Subject to satisfaction of the Conditions, on Completion, (a) PCCW agrees
     to purchase, and CMGI agrees to sell and issue to PCCW, the CMGI Shares,
     and (b) CMGI agrees to subscribe and PCCW agrees to allot and issue, the
     PCCW Shares.

3.   Consideration
     -------------

     The total stated consideration for the CMGI Shares shall be US$350,000,000
     (three hundred and fifty million United States dollars) to be satisfied by
     the allotment and issuance to CMGI of the PCCW Shares as provided in this
     Agreement.

 
4.   Conditions
     ----------

4.1  Completion shall be conditional on the fulfillment of each of the following
conditions:

     (a)  the Listing Committee of the Stock Exchange having granted (either
          unconditionally or subject only to conditions to which neither PCCW
          nor CMGI reasonably objects) listing of and permission to deal in the
          PCCW Shares;

     (b)  the PCCW Warranties having remained true and accurate and not
          misleading at all times up to and as at Completion (except to the
          extent that a PCCW Warranty was by its terms made as of a specific
          date, in which case Completion shall be conditional on such PCCW
          Warranty having been true at such date);

     (c)  the performance of, or compliance with, all agreements, obligations
          and conditions contained in this Agreement that are required to be
          performed or complied with by PCCW and all the approvals and consents
          necessary to complete the share exchange described herein (including
          any consents of governmental or regulatory authorities and any
          requisite approvals from the shareholders of PCCW and PCRD, if
          applicable, with respect to the allotment and issuance of the PCCW
          Shares by PCCW and the purchase of the CMGI Shares by PCCW) having
          been obtained by PCCW;

     (d)  the delivery by PCCW to CMGI of a certificate executed by an executive
          officer of PCCW, dated the Completion Date, to the effect that the
          Conditions specified in Clauses 4.1 (b) and (c) have been satisfied;

     (e)  the CMGI Shares having been approved for listing on Nasdaq;

     (f)  the CMGI Warranties having remained true and accurate and not
          misleading at all times up to and as at Completion (except to the
          extent that a CMGI Warranty was by its terms made as of a specific
          date, in which case Completion shall be conditional on such CMGI
          Warranty having been true at such date);

     (g)  the performance of, or compliance with, all agreements, obligations
          and conditions contained in this Agreement that are required to be

 
          performed or complied with by CMGI and all the approvals and consents
          necessary to complete the share exchange described herein (including
          any consents of governmental or regulatory authorities) having been
          obtained by CMGI;

     (h)  the delivery by CMGI to PCCW of a certificate executed by an executive
          officer of CMGI, dated the Completion Date, to the effect that the
          Conditions specified in Clauses 4.1 (f) and (g) have been satisfied;
          and

     (i)  the expiration or early termination of the waiting period under the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
          'HSR Act'), if applicable.

4.2  PCCW may waive all or any of the Conditions set out in Clauses 4.1(f) to
(h) at any time by notice in writing to CMGI.

4.3  CMGI may waive all or any of the Conditions set out in Clauses 4.1(b) to
(d) at any time by notice in writing to PCCW.

4.4  PCCW shall inform CMGI of the fulfillment of all the Conditions set out in
Clauses 4.1(a), (c) and (i) within one (1) Business Day of the fulfillment of
the last of such Conditions, and CMGI shall inform PCCW of the fulfillment of
all the Conditions set out in Clauses 4.1(e), (g) and (i) within one (1)
Business Day of the fulfillment of the last of such Conditions.

4.5  This Agreement may be terminated by written consent of both Parties, or if
any of the Conditions set out in Clause 4.1 is not fulfilled (or waived by PCCW
in accordance with Clause 4.2 or waived by CMGI in accordance with Clause 4.3)
on or before 12:00 noon on the Long Stop Date.  In the event of a termination,
this Agreement (except for Clauses 9, 10, and 11 and this Clause 4) will
terminate and become null and void and the Parties hereto will be released from
all their respective obligations hereunder (except for Clauses 9, 10, and 11 and
this Clause 4), except for the liabilities for any antecedent breaches hereof.

5.   Completion
     ----------

5.1  Completion shall take place at the offices of PCCW's Solicitors or such
     other place as the Parties may agree on or before the Completion Date.

 
5.2  Subject to Clause 4, completion of this Agreement shall take place at 12:00
noon on the Completion Date at which:

     (a)  CMGI shall:

          (i)  issue and sell all the CMGI Shares to PCCW (or such other persons
               as PCCW may nominate) credited as fully paid; and

          (ii) deliver or caused to be delivered to PCCW:

               (aa) certified copies of Board resolutions of the CMGI Board of
                    Directors approving and authorizing the execution and
                    completion of this Agreement and the issuance and sale of
                    the CMGI Shares to PCCW (or such other persons as PCCW may
                    nominate);

               (ab) duly issued stock certificate(s) in the name of PCCW (or
                    such other persons as PCCW may nominate) in respect of the
                    CMGI Shares;

               (ac) a receipt for the PCCW Shares received by CMGI at
                    Completion; and

               (ad) all other documents required to be delivered by CMGI at or
                    prior to Completion.

     (b)  PCCW shall:

          (i)  allot and issue the PCCW Shares to CMGI (or such other persons as
               CMGI may nominate) credited as fully paid; and

          (ii) deliver or caused to be delivered to CMGI:

               (aa) certified copies of resolutions of the PCCW Board of
                    Directors approving and authorizing the execution and
                    completion of this Agreement and the allotment and issuance
                    of the PCCW Shares to CMGI (or such other persons as CMGI
                    may nominate);

               (ab) certified copies of the resolutions or written approval of
                    the shareholders of PCCW and PCRD, if applicable, 

 
                    approving the allotment and issuance of the PCCW Shares to
                    CMGI (or such other persons as CMGI may nominate);

               (ac) duly issued share certificates in the name of CMGI (or such
                    other persons as CMGI may nominate) in respect of the PCCW
                    Shares;

               (ad) a receipt for the CMGI Shares received by PCCW at
                    Completion; and

               (ae) all other documents required to be delivered by PCCW at or
                    prior to Completion.

6.   Further Obligations of the Parties
     ----------------------------------

6.1  Each of the Parties shall use its 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 Party in doing, all things necessary, proper or
     advisable to consummate, as promptly as possible, the transactions
     contemplated by this Agreement, including, without limitation, that:

     (a)  CMGI shall use its reasonable best efforts to assist PCCW in all its
          negotiations and exchanges of correspondence in relation to the
          transactions referred to herein with the Stock Exchange and other
          relevant authorities in Hong Kong;

     (b)  CMGI shall use its reasonable best efforts to provide PCCW with such
          information as the Stock Exchange may require for the purpose of
          obtaining their clearance of any announcement or circular required in
          connection with this Agreement;

     (c)  PCCW shall use its reasonable best efforts to prepare all necessary
          documentation and to convene all necessary meetings of shareholders
          (with recommendations in favor as appropriate) in connection with
          obtaining the approval of shareholders to the allotment and issuance
          of the PCCW Shares and the purchase of the CMGI Shares by PCCW in
          accordance with all necessary Hong Kong legal and Stock Exchange
          requirements;

 
     (d)  PCCW shall use its reasonable best efforts to obtain at its own cost
          the admission by the Stock Exchange of the PCCW Shares to the Official
          List of the Stock Exchange; and

     (e)  PCCW shall cause this Agreement to be duly delivered to the Registrar
          of Companies for registration pursuant to Section 45 of the Companies
          Ordinance.

6.2  Each Party hereby agrees that, for a period of three years after the
     Completion Date, it will not, and will cause each of its affiliates not to,
     directly or indirectly, except as expressly requested by the other Party,
     (a) solicit, seek or offer to effect, or actually effect, negotiate with,
     or make or participate in any statement or proposal, whether written or
     oral, either alone or in concert with others, to the Board of Directors of
     the other Party, to any director or officer of the other Party or to any
     stockholder of the other Party or make or participate in any public
     announcement or proposal or offer whatsoever (including, but not limited to
     any 'solicitation' of 'proxies' as such terms are defined or used in
     Regulation 14A of the Exchange Act) with respect to, (i) any form of
     business combination or similar transaction, including without limitation,
     a merger, tender or exchange offer, purchase of stock or assets or
     liquidation of the other Party's assets, (ii) any form of restructuring or
     similar transaction with respect to such Party, (iii) any proposal to seek
     representation on the Board of Directors of the other Party or otherwise to
     seek control of the Board of Directors of the other Party, (b) purchase any
     securities that would result in the increase of its level of beneficial
     ownership (as defined in Rule 13d-3 under the Securities Exchange Act of
     1934, as amended) of securities of the other Party in excess of the number
     of shares beneficially owned by such Party as of the Completion Date (such
     number of shares, as adjusted for stock splits, stock dividends, and
     similar events, the 'Beneficial Ownership Threshold') or any rights to
     acquire any securities in excess of the Beneficial Ownership Threshold, (c)
     request the other Party to waive, amend or terminate the provisions of this
     paragraph, or (d) instigate, encourage, or assist any third party to do any
     of the foregoing.

6.3  Each Party shall, for so long as it maintains beneficial ownership of
securities of the other Party in excess of 75% of such Party's Beneficial
Ownership Threshold, have the right to appoint a representative, reasonably
acceptable to the other Party, to attend all meetings of the other Party's Board
of Directors, whether in person, by telephonic conference or otherwise, which
representative shall have the right to observe and participate in discussions
and activities of the other Party's Board of Directors, except that the
representative shall not have any right to vote as a member of 

 
the other Party's Board of Directors. Such representative shall be entitled to
receive the same notice of meetings and materials or information relating to
meetings as are provided to all members of the Board of Directors. Each Party
shall be entitled to recuse the other Party's representative from portions of
any of the meetings of such Party's Board of Directors and to redact portions of
Board of Directors materials delivered to the other Party's representative (i)
where and to the extent that a majority of such Party's Board of Directors
(without the other Party's representative present) determines a conflict of
interest between such Party and the other Party is present (but not where the
conflict is a conflict that is present for stockholders generally) and (ii) if,
in the opinion of such Party's counsel, attendance at such meeting or access to
such information could adversely effect the attorney-client privilege between
such Party and its counsel. So long as Mr. Avram Miller is a member of the Board
of Directors of PCCW, PCCW's obligations under this Clause shall be deemed to be
satisfied. Nothing in this Agreement shall obligate Mr. Miller, in his capacity
as a Representative of CMGI on the Board of Directors of PCCW, to act in a
manner that he considers to be inconsistent with his duty as a member of the
Board of Directors of PCCW to preserve the confidentiality of corporate
information.

6.4  For so long as any Party beneficially owns securities of the other Party in
an amount equal to its Beneficial Ownership Threshold, such Party shall have the
right to discuss the affairs, finances and accounts of the other Party or any of
its subsidiaries with its Chief Executive Officer, and to review such
information as is reasonably requested, including any information required for
the timely preparation of financial statements; provided, however, that the
other Party shall not be obligated under this Clause with respect to information
which the Board of Directors of the other Party determines in good faith is
confidential and should not, therefore, be disclosed or is required to be
withheld in order to comply with the requirements of any regulatory authority or
applicable law.

6.5  Each Party agrees that for a period of three years after receipt of the
information (a) all information received by it pursuant to Clause 6.4 and (b)
any other information that is disclosed by the other Party to it and is
identified by the other Party as being confidential or proprietary, shall be
considered confidential information.  Each Party further agrees that it shall
hold all such confidential information in confidence and shall not disclose any
such confidential information to any third party except as required by law,
regulation (including the Listing Rules) or applicable process, provided that to
the extent possible the other Party shall have been provided with reasonable
notice and the opportunity to seek a protective order to the extent possible
prior to such disclosure, other than its counsel or accountants nor shall it use
such confidential information for any purpose other than its investment in the
other Party; provided, however, that the foregoing obligation to hold in
confidence and not to dis-

 
close confidential information shall not apply to any information that (1) was
known to the public prior to disclosure by the other Party, (2) becomes known to
the public through no fault of such Party, (3) is disclosed to such Party on a
non-confidential basis by a third party having a legal right to make such
disclosure or (4) is independently developed by such Party.

6.6  Each Party agrees that for a period of three years after the Completion
Date, it will not, directly or indirectly, solicit for employment or hire any
officer, director or employee of the other Party or any of its subsidiaries or
divisions with whom such Party has had contact or who became known to it in
connection with its consideration of the transaction contemplated hereby, except
that such Party shall not be precluded from hiring any such employee who (i)
initiates discussions regarding such employment without any direct or indirect
solicitation by such Party, or (ii) has been terminated by the other Party or
its subsidiaries prior to commencement of employment discussions with such
Party.  A solicitation shall not be deemed a breach of this Agreement if (a) the
personnel who perform such solicitation have no access to or knowledge of any
proprietary or confidential information of the other Party or of this Agreement
and (b) none of the soliciting Party's personnel who have access to or knowledge
of any proprietary or confidential information of the other Party or of this
Agreement have actual knowledge of such solicitation.  The term 'solicit for
employment' shall not be deemed to include general solicitations of employment
not specifically directed towards employees of a Party.

6.7  Each of CMGI and PCCW shall not sell, dispose of or otherwise transfer any
of the PCCW Shares or the CMGI Shares, as the case may be, for a period of three
years from the Completion Date unless (a) the sale, disposition or transfer is
made to an entity that is a wholly-owned subsidiary, direct or indirect, of such
Party and such entity has signed an agreement acceding to the obligations of the
initial Parties to this Agreement, or (b) prior written consent has been
obtained from the other Party.  In the event a Party effects a sale, disposition
or transfer to an entity pursuant to subclause (a) of the preceding sentence
and, subsequent thereto, the entity ceases to be a wholly-owned subsidiary of
such Party, all necessary steps shall be taken to transfer as soon as
practicable the PCCW Shares or CMGI Shares, as the case may be, held by the
entity to such Party or to an entity that is a wholly-owned subsidiary of such
Party.

6.8  From and after the Completion Date, PCCW shall promptly provide CMGI with
any information reasonably requested by CMGI to enable CMGI or any of its
affiliates to prepare its tax returns (including the making of any elections)
and make any determinations with respect to taxes.

 
6.9  Each of CMGI and PCCW shall use its best efforts within 30 days after the
date hereof or as soon as practicable thereafter, to file or cause to be filed,
and share equally the filing fee for, the notification and report forms required
under the HSR Act, if any are required, and to make promptly any required
submissions under the HSR Act, including any response to any request for
additional information, with respect to the transactions contemplated by this
Agreement.

7.   Representations, Warranties and Undertakings of CMGI
     ----------------------------------------------------

7.1  CMGI hereby represents, warrants and undertakes to PCCW (to the intent that
the provisions of this Clause shall continue to have full force and effect
notwithstanding Completion) as follows:

     (a)  Organization, Good Standing and Qualification. CMGI is a corporation
          duly organized, validly existing and in good standing under the laws
          of Delaware. CMGI has all requisite corporate power and authority to
          own and operate its properties and assets, to execute and deliver this
          Agreement, to issue, sell and deliver the CMGI Shares, to carry out
          the provisions of this Agreement and to carry on its business as
          presently conducted and as presently proposed to be conducted. CMGI is
          duly qualified and is authorized to do business and is in good
          standing as a foreign corporation in all jurisdictions in which the
          nature of its activities and of its properties (both owned and leased)
          makes such qualification necessary, except for those jurisdictions in
          which failure to do so could not have, individually or in the
          aggregate, a Material Adverse Effect (as defined herein) on CMGI. For
          purposes of this Agreement, with respect to either Party, a 'Material
          Adverse Effect' shall mean a material adverse effect on the business,
          assets, financial condition or operations of the Party and its
          subsidiaries, taken as a whole.

     (b)  Subsidiaries. Set forth on Schedule 1 hereto, is a list of all
          entities in which CMGI beneficially owns, directly or indirectly, 50%
          or more of the outstanding stock or other equity interests
          (collectively, the 'CMGI Subsidiaries') as of September 22, 1999. Each
          CMGI Subsidiary has been duly organized and is validly existing under
          the laws of its jurisdiction of organization, is not in liquidation or
          receivership, and has the power and authority (corporate or other) to
          own its properties and conduct its business as described in the SEC
          Documents (as defined below); and each CMGI Subsidiary is duly
          qualified to do business as a foreign corporation in all other
          jurisdictions in which its 

 
          ownership or lease of property or the conduct of its business requires
          such qualification, other than where the failure to be so qualified
          would not individually or in the aggregate have a Material Adverse
          Effect on CMGI. All of the issued and outstanding capital stock of
          each CMGI Subsidiary has been duly authorized and validly issued and
          is fully paid and nonassessable; and the capital stock or equity
          interests of each CMGI Subsidiary owned by CMGI, directly or through
          subsidiaries, is owned free from liens, encumbrances and defects other
          than as set forth in the SEC Documents or which would not have a
          Material Adverse Effect on CMGI.

     (c)  Validly Issued Shares. When issued in compliance with the provisions
          of this Agreement, the CMGI Shares will be validly issued, fully paid
          and nonassessable, will rank pari passu in all respects with all
          existing issued common stock, par value $0.01 (the 'Common Stock'), of
          CMGI and will be free of any restrictions, limits, claims, liens or
          other encumbrances; provided, however, that the CMGI Shares may be
          subject to restrictions on transfer under state and/or federal
          securities laws as set forth herein or as otherwise required by such
          laws at the time a transfer is proposed.

     (d)  Authorization; Binding Obligations. All actions on the part of CMGI
          and its officers, directors and stockholders necessary for the
          authorization, execution and delivery of this Agreement, the
          performance of all obligations of CMGI hereunder and the
          authorization, sale, issuance and delivery of the CMGI Shares pursuant
          hereto have been taken or will be taken prior to Completion, including
          any actions required to comply with the HSR Act, if applicable. This
          Agreement has been duly executed and delivered by CMGI, and (assuming
          the due authorization, execution and delivery hereof by PCCW) this
          Agreement is a valid and binding obligation of CMGI enforceable in
          accordance with its terms, except (a) as limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or other laws of
          general application affecting enforcement of creditors' rights and (b)
          general principles of equity that restrict the availability of
          equitable remedies. The sale of the CMGI Shares is not subject to any
          preemptive or similar rights or rights of first refusal that have not
          been properly waived or complied with.

     (e)  Capitalization. The authorized capital stock of CMGI consists of
          400,000,000 shares of Common Stock and 5,000,000 shares of pre-

 
          ferred stock, $.01 par value per share (the 'Preferred Stock'), of
          which (i) 250 shares have been designated Series A Convertible
          Preferred Stock, (ii) 50,000 shares have been designated Series B
          Convertible Preferred Stock, (iii) 375,000 shares have been designated
          as Series C Convertible Preferred Stock and (iv) 18,090.45 shares have
          been designated as Series D Preferred Stock. As of the close of
          business on September 20, 1999, 116,177,788 shares of Common Stock
          were issued and outstanding, and (i) no shares of Series A Preferred
          Stock, (ii) 35,000 shares of Series B Preferred Stock (convertible
          into an aggregate of 1,384,538 shares of Common Stock), (iii) 375,000
          shares of Series C Preferred Stock (convertible into an aggregate of
          3,925,674 shares of Common Stock), and (iv) 18,090.45 shares of Series
          D Preferred Stock (convertible into an aggregate of 1,809,045 shares
          of Common Stock) were issued and outstanding. All outstanding shares
          of Common Stock are, and all shares of Common Stock subject to
          issuance upon conversion of outstanding shares of Preferred Stock will
          be, upon issuance, duly authorized, validly issued, fully paid and
          nonassessable. Except as disclosed to PCCW, as set forth above or as
          described or expressly contemplated by the SEC Documents (as defined
          herein), as of September 20, 1999 there were no outstanding rights
          (including without limitation, preemptive rights) warrants or options
          to acquire, or instruments convertible into or exchangeable for, any
          material number of shares of common stock or any other class of shares
          or equity interest in CMGI or any of its subsidiaries, or any
          contract, commitment, agreement, understanding or arrangement of any
          kind relating to the issuance of any material number of shares of
          common stock of CMGI or any subsidiary, any such convertible or
          exchangeable securities or any such rights, warrants or options.

     (f)  Consents and Approvals; No Violations. Except for the filings,
          permits, authorizations, consents and approvals as may be required
          under federal and/or state securities laws, applicable stock exchange
          regulations and, if applicable, the HSR Act none of the execution,
          delivery or performance of this Agreement by CMGI, the consummation by
          CMGI of the transactions contemplated hereby or compliance by CMGI
          with any of the provisions hereof will (a) conflict with or result in
          any breach of any provision of the certificate of incorporation or by-
          laws of CMGI, (b) require any filing with, or permit, authorization,
          consent or approval of, any governmental entity, (c) result in a
          violation or breach of, or constitute (with or without due notice or
          lapse of

 
          time or both) a default (or give rise to any right of termination,
          cancellation or acceleration) under, any of the terms, conditions or
          provisions of any note, bond, mortgage, indenture, lease, license,
          contract, agreement or other instrument or obligation to which CMGI or
          any of its material subsidiaries is a party or by which any of them or
          any of their respective properties or assets may be bound, or (d)
          violate any order, writ, injunction, decree, statute, rule or
          regulation applicable to CMGI, any of its material subsidiaries or any
          of their properties or assets, excluding from the foregoing clauses
          (b), (c) and (d) such violations, breaches or defaults which would
          not, individually or in the aggregate, have a material adverse effect
          on CMGI's ability to consummate the transactions.

     (g)  SEC Documents. CMGI has furnished or made available to PCCW, prior to
          the date hereof, copies of its Annual Report on Form 10-K for the
          fiscal year ended July 31, 1998 ('Form 10-K'), its Quarterly Reports
          on Form 10-Q for the fiscal quarters ended October 31, 1998, January
          31, 1999 and April 30, 1999 (the 'Form 10-Qs'), the Current Reports on
          Form 8-K filed since July 31, 1998 (the 'Form 8-Ks'), and all other
          registration statements, reports and proxy statements filed by CMGI
          with the Securities and Exchange Commission ('SEC') on or after July
          31, 1998 (the Form 10-K, the Form 10-Qs, the Form 8-Ks and such
          registration statements, reports and proxy statements, are
          collectively referred to herein as the 'SEC Documents'). Each of the
          SEC Documents, as of its respective date (or if amended or superseded
          by a filing prior to the date of this Agreement, then on the date of
          such filing), did not, and each of the registration statements,
          reports and proxy statements filed by CMGI with the SEC after the date
          hereof and prior to the Completion will not, as of the date thereof
          (or if amended or superseded by a filing prior to the date of the
          Completion, then on the date of such filing), contain any untrue
          statement of a material fact or omit to state a material fact
          necessary in order to make the statements made therein, in light of
          the circumstances under which they were made, not misleading. CMGI is
          not a party to any material contract, agreement or other arrangement
          which was required to have been filed as an exhibit to the SEC
          Documents that is not so filed.

     (h)  Financial Statements. CMGI has furnished or made available to PCCW
          copies of its audited financial statements (the 'Audited Financial
          Statements') for the fiscal year ended July 31, 1998, and its
          unaudited financial statements for the nine-month period ended April
          30,

 
          1999 (the 'Balance Sheet Date'). Since the Balance Sheet Date, CMGI
          has duly filed with the SEC all registration statements, reports and
          proxy statements required to be filed by it under the Securities
          Exchange Act of 1934, as amended (the 'Exchange Act'), and the
          Securities Act of 1933, as amended (the 'Securities Act'). The audited
          and unaudited consolidated financial statements of CMGI included in
          the SEC Documents filed prior to the date hereof fairly present, in
          conformity with United States generally accepted accounting principles
          ('GAAP') (except as permitted by Form 10-Q) applied on a consistent
          basis (except as may be indicated in the notes thereto), the
          consolidated financial position of CMGI and its consolidated
          subsidiaries as at the dates thereof and the consolidated results of
          their operations and cash flows for the periods then ended (subject to
          normal year end audit adjustments in the case of unaudited interim
          financial statements).

     (i)  Absence of Certain Changes. Since the Balance Sheet Date and other
          than in the ordinary course, there has not been: (i) any declaration,
          setting aside or payment of any dividend or other distribution of the
          assets of CMGI with respect to any shares of capital stock of CMGI or
          any repurchase, redemption or other acquisition by CMGI or any CMGI
          Subsidiary of a material number of the outstanding shares of CMGI's
          capital stock; (ii) any damage, destruction or loss, whether or not
          covered by insurance, except for such occurrences that have not
          resulted, and are not expected to result in a Material Adverse Effect
          on CMGI; (iii) any waiver by CMGI or any CMGI Subsidiary of a valuable
          right or of a material debt owed to it, except for such waivers that
          have not resulted and are not expected to result, in a Material
          Adverse Effect on CMGI; (iv) any material change or amendment to, or
          any waiver of any material rights under a material contract or
          arrangement by which CMGI or any CMGI Subsidiary or any of their,
          respective, assets or properties is bound or subject, except for
          changes, amendments, or waivers that are expressly provided for or
          disclosed in this Agreement or that have not resulted, and are not
          expected to result, in a Material Adverse Effect on CMGI; (v) any
          material change by CMGI in its accounting principles, methods or
          practices or in the manner it keeps its accounting books and records,
          except any such change required by a change in GAAP; or (vi) any other
          event or condition of any character, except for such events and
          conditions described in the SEC Documents or that have not resulted,
          and 

 
          are not expected to result, either individually or collectively, in a
          Material Adverse Effect on CMGI.

     (j)  Approval for Listing. On or prior to Completion, the CMGI Shares shall
     have been approved for listing on the Nasdaq.

     (k)  Legends.  CMGI agrees that the certificates for the PCCW Shares shall
     bear the following legend:

               THE SHARES REPRESENTED BY THIS CERTIFICATE 
               ARE SUBJECT TO RESTRICTIONS ON TRANSFER 
               CONTAINED IN THE SHARE EXCHANGE AGREEMENT 
               DATED SEPTEMBER 22, 1999, BETWEEN THE 
               COMPANY AND CMGI, INC., A COPY OF WHICH IS 
               ON FILE WITH THE COMPANY.

8.   Representations, Warranties and Undertakings of PCCW
     ----------------------------------------------------

8.1       PCCW hereby represents, warrants and undertakes to CMGI (to the intent
     that the provisions of this Clause shall continue to have full force and
     effect notwithstanding Completion) that:

     (a)  Organization, Good Standing and Qualification. PCCW is a corporation
          duly organized and validly existing under the laws of Hong Kong and is
          not in liquidation or receivership. PCCW has all requisite corporate
          power and authority to own and operate its properties and assets, to
          execute and deliver this Agreement, to allot and issue the PCCW Shares
          subject to the terms and conditions of this Agreement, to carry out
          the provisions of this Agreement and to carry on its business as
          presently conducted and as presently proposed to be conducted. The
          memorandum of association and articles of association of PCCW comply
          with the requirements of applicable Hong Kong law and are in full
          force and effect. PCCW is duly qualified and is authorized to do
          business and is in good standing as a foreign corporation in all
          jurisdictions in which the nature of its activities and of its
          properties (both owned and leased) makes such qualification necessary,
          except for those jurisdictions in which failure to do so could not
          have a Material Adverse Effect on PCCW.

 
(b)  Subsidiaries.  Set forth on Schedule 2 hereto, is a list of all entities in
     which PCCW beneficially owns, directly or indirectly, 50% or more of the
     outstanding stock or other equity interests (collectively, the 'PCCW
     Subsidiaries') as of September 22, 1999.  Each subsidiary of PCCW has been
     duly incorporated and is validly existing under the laws of the
     jurisdiction of its incorporation,  is not in liquidation or receivership,
     with power and authority (corporate and other) to own its properties and
     conduct its business as described in the Offering Document (as defined
     herein); and each subsidiary of PCCW is duly qualified to do business as a
     foreign corporation in all other jurisdictions in which its ownership or
     lease of property or the conduct of its business requires such
     qualification other than where the failure to be so qualified would not
     individually or in the aggregate have a Material Adverse Effect on PCCW;
     all of the issued and outstanding capital stock of each subsidiary of PCCW
     has been duly authorized and validly issued and credited as fully paid; and
     the capital stock of each subsidiary owned by PCCW, directly or through
     subsidiaries, is owned free from liens, encumbrances and defects other than
     as set forth in the Offering Document or which would not have a Material
     Adverse Effect on PCCW.

(c)  Validly Issued Shares.  When issued in compliance with the provisions of
     this Agreement, the PCCW Shares will be validly issued and credited as
     fully paid, will rank pari passu in all respects with all existing issued
     ordinary shares of PCCW and will be free of any restrictions, limits,
     claims, liens or other encumbrances; provided, however, that the PCCW
     Shares may be subject to restrictions on transfer under Hong Kong
     securities laws or Stock Exchange regulations as set forth herein or as
     otherwise required by such laws at the time a transfer is proposed.

(d)  Authorization; Binding Obligations.  All actions on the part of PCCW and
     its officers, directors and stockholders necessary for the authorization,
     execution and delivery of this Agreement, the performance of all
     obligations of PCCW hereunder and the authorization, allotment and issuance
     and delivery of the PCCW Shares pursuant hereto has been taken or will be
     taken prior to Completion, including any actions required to comply with
     the HSR Act, if applicable. This Agreement has been duly executed and
     delivered by PCCW, and (assuming the due authorization, execution and
     delivery hereof by CMGI) this 

 
     Agreement is a valid and binding obligation of PCCW enforceable in
     accordance with its terms, except (a) as limited by applicable bankruptcy,
     insolvency, reorganization, moratorium or other laws of general application
     affecting enforcement of creditors' rights and (b) general principles of
     equity that restrict the availability of equitable remedies. The issuance
     of the PCCW Shares is not subject to any preemptive or similar rights or
     rights of first refusal that have not been properly waived or complied
     with.

(e)  Capitalization.  The issued share capital of PCCW as of the date of the
     Offering Document is as set forth in the Offering Document under the
     headings 'Capitalization' and 'Description of Ordinary Shares'.  The shares
     constituting the issued share capital of PCCW have been duly authorized and
     validly issued, are credited as fully paid and are not subject to
     preemptive or similar rights.  As of the date of the Offering Circular and
     except (i) as described or expressly contemplated by the Offering Document
     (including footnotes to the financial statements and tables contained
     therein) and (ii) 207,904,000 ordinary shares issuable upon the exercise of
     options granted to employees pursuant to PCCW's share option scheme,
     referred to in the Offering Document, there are no outstanding rights
     (including without limitation, preemptive rights) warrants or options to
     acquire, or instruments convertible into or exchangeable for, any material
     number of ordinary shares or any other class of shares or equity interest
     in PCCW or any of its subsidiaries, or any contract, commitment, agreement,
     understanding or arrangement of any kind relating to the issuance of any
     material number of shares of PCCW or any subsidiary, any such convertible
     or exchangeable securities or any such rights, warrants or options.

(f)  Consents and Approvals; No Violations.  Except for the filings, permits,
     authorizations, consents and approvals as may be required under the HSR
     Act, if applicable, and applicable Stock Exchange regulations and Section
     45 of the Companies Ordinance, including without limitation the requisite
     approval by the shareholders of PCCW and PCRD, if applicable, of the
     transactions contemplated hereby, none of the execution, delivery or
     performance of this Agreement by PCCW, the consummation by PCCW of the
     transactions contemplated hereby or compliance by PCCW with any of the
     provisions hereof will (a) conflict with or result in any breach of any
     provision of the certificate of incorporation or memorandum and articles of
     association of 

 
     PCCW, (b) require any filing with, or permit, authorization, consent or
     approval of, any governmental entity, (c) result in a violation or breach
     of, or constitute (with or without due notice or lapse of time or both) a
     default (or give rise to any right of termination, cancellation or
     acceleration) under, any of the terms, conditions or provisions of any
     note, bond, mortgage, indenture, lease, license, contract, agreement or
     other instrument or obligation to which PCCW or any of its material
     subsidiaries is a party or by which any of them or any of their respective
     properties or assets may be bound, or (d) violate any order, writ,
     injunction, decree, statute, rule or regulation applicable to PCCW, any of
     its material subsidiaries or any of their properties or assets, excluding
     from the foregoing clauses (b), (c) and (d) such violations, breaches or
     defaults which would not, individually or in the aggregate, have a material
     adverse effect on PCCW's ability to consummate the transactions. PCRD, a
     shareholder of PCCW holding at least a majority of the outstanding ordinary
     shares of PCCW and PCGH, a shareholder of PCRD holding, indirectly, at
     least a majority of the outstanding ordinary shares of PCRD, have agreed to
     enter into an irrevocable undertaking substantially in the form attached
     hereto as Exhibit B, pursuant to which they undertake to vote in favor of
     the transactions contemplated hereby, such vote being sufficient to ensure
     the approval of those transactions.

(g)  The Offering Documents.  The Preliminary Offering Circular, at September
     15, 1999 (the 'Offering Document'), a copy of which has been provided to
     CMGI by PCCW, did not as of the date thereof contain any untrue statement
     of a material fact or omit to state any material fact necessary in order to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading.

(h)  Financial Statements.  The historical consolidated financial statements
     included in the Offering Document present fairly the financial positions of
     Pacific Convergence Corporation Ltd. ('PCC') and PCCW Properties Limited
     ('PCCW Properties') and their subsidiaries, have been prepared in
     conformity with the generally accepted accounting principles in Hong Kong
     applied on a consistent basis and fairly present the combined financial
     condition and results of operations of  PCC and PCCW at the dates and for
     the periods presented; and the assumptions used in preparing the pro forma
     financial statements included in the Offering Document provide a reasonable
     basis for presenting the significant effects directly attributable to the
     trans-

 
     actions or events described therein, the related pro forma adjustments give
     appropriate effect to those assumptions, and the pro forma columns therein
     reflect the proper application of those adjustments to the corresponding
     historical or pro forma financial statement amounts.

(i)  Absence of Certain Changes.  Since the date of the Offering Document and
     other than in connection with acquisitions in the ordinary course of
     business, neither PCCW nor any of its subsidiaries has (i) entered into or
     assumed any material contract, (ii) incurred, assumed or acquired any
     material liability (including contingent liability) or other obligation or
     (iii) acquired or disposed of or agreed to acquire or dispose of any
     business or any other material asset that are not described in the Offering
     Document.  Except as disclosed in the Offering Document and other than in
     connection with acquisitions in the ordinary course of business, in the
     case of PCC, since March 31, 1999, and in the case of PCCW Properties,
     since August 3, 1999, there has not been any change that would have a
     material adverse effect on the business, assets, financial condition or
     operations of PCC and its subsidiary taken as a whole, or of PCCW
     Properties and its subsidiaries, taken as a whole, and, except as disclosed
     in or contemplated by the Offering Document, there has been no dividend or
     distribution of any kind declared, paid or made by PCCW on any class of its
     capital stock.

(j)  Hong Kong Withholding Taxes. Except as disclosed in the Offering Document,
under current laws and regulations of Hong Kong and any political subdivision
thereof, all dividends and other distributions declared and payable on the PCCW
Shares may be paid by PCCW to the holder thereof in Hong Kong dollars that may
be converted into foreign currency and freely transferred out of Hong Kong and
all such payments made to holders thereof who are non-residents of Hong Kong
will not be subject to income, withholding or other taxes under laws and
regulations of Hong Kong or any political subdivision or taxing authority
thereof or therein and will otherwise be free and clear of any other tax, duty,
withholding or deduction in Hong Kong or any political subdivision or taxing
authority thereof or therein and without the necessity of obtaining any
governmental authorization in Hong Kong or any political subdivision or taxing
authority thereof or therein.

(k)  No Liability. Upon issuance of the PCCW Shares to CMGI, CMGI shall not be
subject to any liability in respect of any liability of PCCW by virtue only of
its holding of any such PCCW Shares.

 
(l)  Approval for Listing. On or prior to Completion, the PCCW Shares shall have
been approved for listing on the Stock Exchange.

(m)  Purchase for Own Account. The CMGI Shares are being acquired for investment
for PCCW's own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof within the meaning of the Securities Act,
and PCCW has no present intention of selling, granting any participation in, or
otherwise distributing the same. PCCW also represents that it has not been 
formed for the specific purpose of acquiring the CMGI Shares.

(n)  Investment Experience. PCCW understands that the purchase of the CMGI
Shares involves substantial risk. PCCW has experience as an investor in
securities of companies and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment in the CMGI Shares and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of this investment in the CMGI Shares and
protecting its own interests in connection with this investment.

(o)  Accredited Investor Status. PCCW is an 'accredited investor' within the
meaning of Regulation D promulgated under the Securities Act.

(p)  Restricted Securities. PCCW hereby acknowledges and agrees with CMGI that
the CMGI Shares have not been registered under the Securities Act and may not be
offered or sold except pursuant to registration statement or to an exemption
from the registration requirements of the Securities Act, PCCW further agrees
that it has not entered and will not enter into any contractual arrangement with
respect to the distribution or delivery of the CMGI Shares, other than (i)
pursuant to a Registration Rights Agreement to be entered into by the Parties
substantially on the terms set forth in Exhibit A hereto, (ii) pursuant to Rule
144 under the Securities Act or (iii) pursuant to any transaction that does not
require registration under the Securities Act. PCCW is familiar with Rule 144
under the Securities Act, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.

(q)  Legends. PCCW agrees that the certificates for the CMGI Shares shall bear
the following legend:

 
               THE SHARES REPRESENTED BY THIS CERTIFICATE 
               HAVE NOT BEEN REGISTERED UNDER THE 
               SECURITIES ACT OF 1933 OR WITH ANY STATE
               SECURITIES COMMISSION, AND MAY NOT BE 
               TRANSFERRED OR DISPOSED OF BY THE HOLDER 
               IN THE ABSENCE OF A REGISTRATION STATEMENT 
               WHICH IS EFFECTIVE UNDER THE SECURITIES 
               ACT OF 1933 AND APPLICABLE STATE LAWS AND 
               RULES, OR, UNLESS, IMMEDIATELY PRIOR TO 
               THE TIME SET FOR TRANSFER, SUCH TRANSFER 
               MAY BE EFFECTED WITHOUT VIOLATION OF THE
               SECURITIES ACT OF 1933 AND OTHER 
               APPLICABLE STATE LAWS AND RULES.  THE 
               SHARES REPRESENTED BY THIS CERTIFICATE ARE 
               SUBJECT TO RESTRICTIONS ON TRANSFER 
               CONTAINED IN THE SHARE EXCHANGE AGREEMENT 
               DATED SEPTEMBER 22, 1999, BETWEEN THE 
               COMPANY AND PACIFIC CENTURY CYBERWORKS 
               LIMITED, A COPY OF WHICH IS ON FILE WITH 
               THE COMPANY.

          In addition, PCCW agrees that in the event CMGI reasonably believes
          that PCCW has failed to comply with the terms of this Agreement or the
          requirements of the Securities Act, CMGI may place stop transfer
          orders with its transfer agents with respect to such certificates.
          The appropriate portion of the legend and the stop transfer orders
          will be removed promptly upon delivery to CMGI of such satisfactory
          evidence as reasonably may be required by CMGI, that such legend or
          stop orders are not required to ensure compliance with the Securities
          Act.

9.   Restriction on Announcements and Disclosure
     -------------------------------------------

9.1  Subject as provided in Clause 9.2, neither Party shall make any public
announcement in relation to the transactions contemplated hereby without having
consulted with the other Party.

 
9.2   This Clause shall not apply to any announcement required to be made
pursuant to the Listing Rules as to the contents of which the Party making the
same shall have consulted with the other Party and obtained approval from the
Stock Exchange as may be required.

10.   Miscellaneous
      -------------

10.1  Each Party shall pay its own costs and expenses incurred in connection
with the preparation, negotiation and settlement of this Agreement.

10.2  All fees and duties (if any) relating to the issue of the CMGI Shares
shall be borne by CMGI.  Capital duty and all other fees and duties (if any)
relating to the issue of the PCCW Shares shall be borne by PCCW.

10.3  Any notice, demand or other communication given or made under this
Agreement shall be in writing and delivered or sent to the relevant Party at its
address or facsimile number set out below (or such other address or facsimile
number as the addressee has by five (5) days' prior written notice specified to
the other Party):

To CMGI:            CMGI, Inc.
                    100 Brickstone Square, First Floor
                    Andover, Massachusetts 01810
                    Facsimile no.: (978) 684-3601
                    Attention: William Williams, II

With copies to:     Skadden, Arps, Slate, Meagher & Flom LLP
                    300 South Grand Avenue
                    Los Angeles, California 90071
                    Facsimile no.: (312) 687-5600
                    Attention: Michael V. Gisser

and                 CMS Cameron McKenna
                    5/th/ Floor, Tower One
                    Lippo Centre
                    89 Queensway
                    Hong Kong
                    Facsimile no.: (852) 2845-3575
                    Attention: Julian A. Ogley

 
To PCCW:            Pacific Century CyberWorks Limited
                    38/F, Citibank Tower
                    Citibank Plaza
                    3 Garden Road
                    Central, Hong Kong
                    Facsimile no.: (852) 2514-8609
                    Attention: Chief Financial Officer

With copies to:     Baker & McKenzie
                    14/th/ Floor, Hutchinson House
                    10 Harcourt Road
                    Hong Kong
                    Facsimile no.: (852) 2845-0476
                    Attention: Christopher Buchan

and                 Winnie Siu Morrison
                    101 College Road
                    London SE21 7HN
                    Facsimile no: 44-181-693-6388

     Any notice, demand or other communication so addressed to the relevant
     Party shall be deemed to have been delivered:  (a) if given or made by
     letter, when actually delivered to the relevant address; and (b) if given
     or made by facsimile, when transmitted, subject to machine-printed
     confirmation of receipt being received by the sender.

10.4 Each Party undertakes to the other Party to execute or procure to be
     executed all such documents and to do or procure to be done all such other
     acts and things as may be reasonable and necessary to give both Parties the
     full benefit of this Agreement.

10.5 This Agreement shall be binding on and inure solely to the benefit of CMGI
     and PCCW and their respective successors and assigns. Neither Party shall
     assign any of its rights hereunder without the prior consent of the other
     Party, which consent shall not be unreasonably withheld.

10.6 The exercise of or failure to exercise any right or remedy of any breach of
     this Agreement shall not, except as provided herein, constitute a waiver by
     such Party of any other right or remedy it may have in respect of that
     breach.

 
10.7  Any right or remedy conferred by this Agreement on any Party for breach of
      this Agreement by the other Party (including without limitation the breach
      of any representations and warranties) shall be in addition and without
      prejudice to all other rights and remedies available to it in respect of
      that breach.

10.8  Any provision of this Agreement which is capable of being performed after
      Completion but which has not been fully and completely performed at or
      before Completion and all representations and warranties and other
      undertakings contained in or entered into pursuant to this Agreement shall
      remain in full force and effect notwithstanding Completion.

10.9  This Agreement constitutes the entire agreement between the Parties with
      respect to its subject matter (neither Party having relied on any
      representation or warranty made by the other Party which is not contained
      in this Agreement) and no variation of this Agreement shall be effective
      unless made in writing and signed by all of the Parties.

10.10 This Agreement supersedes all and any previous agreements, arrangements or
      understanding between the Parties relating to the matters referred to in
      this Agreement and all such previous agreements, arrangements or
      understanding (if any) shall cease to have any effect from the date
      hereof.

10.11 If at any time any provision of this Agreement is or becomes illegal, void
      or unenforceable in any respect, the remaining provisions hereof shall in
      no way be affected or impaired thereby.

11.   Governing Law and Jurisdiction
      ------------------------------

      This Agreement shall be governed by and construed in accordance with the
      laws of Hong Kong and each Party hereby irrevocably submits to the non-
      exclusive jurisdiction of the courts of Hong Kong and the federal and
      state courts of the State of Delaware, United States of America as regards
      any claim or matter arising under this Agreement. CMGI hereby irrevocably
      appoints CMGI's Solicitors as its agent to receive and acknowledge on its
      behalf service of any writ, summons, order, judgment or other notice of
      legal process in Hong Kong arising out of or in connection with this
      Agreement. If for any reason CMGI's Solicitors (or their successors) no
      longer serve as agent of CMGI for this purpose, CMGI shall promptly
      appoint a successor agent satisfactory to PCCW, notify PCCW of the change
      and deliver to PCCW a copy of the new process agent's acceptance of
      appointment provided that until PCCW receives such notification, it shall
      be entitled to treat the agent named

 
     above (or their said successors) as CMGI's agent for the purposes of this
     Clause. CMGI agrees that any such legal process shall be sufficiently
     served on it if delivered to the relevant agent for service at its address
     for the time being in Hong Kong whether or not such agent gives notice
     thereof to it. PCCW hereby agrees to irrevocably appoint CT to receive on
     its behalf service of process in respect of any suit, action or proceeding
     in any Delaware State or Federal court sitting in Delaware arising out of
     or in connection with this Agreement and agrees to pay all fees charged by
     CT for representation as registered agent. If for any reason CT (or its
     successor) no longer serves as agent of PCCW for this purpose, PCCW shall
     promptly appoint a successor agent satisfactory to CMGI, notify CMGI of the
     change and deliver to CMGI copy of the new process agent's acceptance of
     appointment provided that until CMGI receives such notification, it shall
     be entitled to treat the agent named above (or its said successors) as
     PCCW's agent for the purposes of this Clause. PCCW agrees that any such
     legal process shall be sufficiently served on it if delivered to the
     relevant agent for service at its address for the time being in Delaware
     whether or not such agent gives notice thereof to it.

 
IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.


SIGNED by                       )
                                )
                                )
/s/ Richard Li                  )
--------------------------------
Name:  Richard Li               )
Title: Chief Executive Officer  )
for and on behalf of            )
Pacific Century                 )
CyberWorks Limited              )
in the presence of:             )
                                )
                                )
/s/ David Andonian              )
--------------------------------



SIGNED by                       )
                                )
                                )
/s/ David S. Wetherell          )
--------------------------------
Name:  David S. Wetherell       )
Title: Chief Executive Officer  )
for and on behalf of            )
CMGI, Inc.                      )
in the presence of:             )
                                )
                                )
/s/ [illegible]                 )
--------------------------------