{"id":43524,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-contribution-agreement-cmgi-inc-compaq-computer.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-contribution-agreement-cmgi-inc-compaq-computer","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-and-contribution-agreement-cmgi-inc-compaq-computer.html","title":{"rendered":"Purchase and Contribution Agreement &#8211; CMGI Inc., Compaq Computer Corp., Digital Equipment Corp. and AltaVista Co."},"content":{"rendered":"<pre>\n                       PURCHASE AND CONTRIBUTION AGREEMENT\n\n\n                                  BY AND AMONG\n\n                                   CMGI, INC.,\n\n                                       and\n\n                                ZOOM NEWCO INC.,\n\n                                       and\n\n                          COMPAQ COMPUTER CORPORATION,\n\n                         DIGITAL EQUIPMENT CORPORATION,\n\n                                       and\n\n                                ALTAVISTA COMPANY\n\n\n\n                                  JUNE 29, 1999\n\n\n\n\n\n\n      \nPURCHASE AND CONTRIBUTION AGREEMENT\n\nARTICLE I\n\nPURCHASE AND SALE; CONTRIBUTION; MERGER; CLOSING                             1\n1.1     Purchase  and  Sale  of  Assets                                      1\n        -------------------------------\n1.2     Contributions  by  CMGI  and  Digital                                1\n        -------------------------------------\n1.3     Merger  of  AV  and  Newco                                           2\n        --------------------------\n1.4     Options                                                              3\n        -------\n1.5     No  Further  Rights                                                  3\n        -------------------\n1.6     Dilution  Protection                                                 3\n        --------------------\n1.7     Closing.                                                             4\n        -------\n\nARTICLE II\n\nREPRESENTATIONS AND WARRANTIES OF CMGI TO NEWCO AND REPRESENTATIONS AND\nWARRANTIES OF NEWCO TO COMPAQ                                                4\n2.1     Organization;  Qualification  of  CMGI                               4\n        --------------------------------------\n2.2     Subsidiaries  and  Affiliates                                        5\n        -----------------------------\n2.3     Capitalization                                                       5\n        --------------\n2.4     Authorization  of  Agreement                                         6\n        ----------------------------\n2.5     Consents  and  Approvals;  No  Violations                            6\n        -----------------------------------------\n2.6     Financial  Statements                                                7\n        ---------------------\n2.7     Absence  of  Certain  Changes  or  Events                            7\n        -----------------------------------------\n2.8     Litigation                                                           7\n        ----------\n2.9     Compliance  with  Laws                                               8\n        ----------------------\n2.10     Environmental  Matters                                              8\n         ----------------------\n2.11     Intellectual  Property                                              11\n         ----------------------\n2.12     Year  2000                                                          11\n         ----------\n2.13     ERISA  Compliance                                                   12\n         -----------------\n2.14     Brokers                                                             12\n         -------\n2.15     Opinion  of  Financial  Advisor                                     12\n         -------------------------------\n2.16     Taxes                                                               12\n         -----\n2.17     Information  in  Proxy  Statement                                   13\n         ---------------------------------\n\nARTICLE  III\n\nREPRESENTATIONS AND WARRANTIES OF COMPAQ, DIGITAL AND AV TO NEWCO;\nREPRESENTATIONS AND WARRANTIES OF NEWCO TO CMGI                              13\n3.1     Organization  Qualification  of  AV                                  13\n        -----------------------------------\n3.2     Subsidiaries                                                         14\n        ------------\n3.3     Capitalization                                                       14\n        --------------\n3.4     Authorization  of  Agreement                                         15\n        ----------------------------\n\n      \n3.5     Consents  and  Approvals  No  Violations                             16\n        ----------------------------------------\n3.6     Financial  Statements                                                16\n        ---------------------\n3.7     Absence  of  Certain  Changes  or  Events                            17\n        -----------------------------------------\n3.8     Litigation                                                           17\n        ----------\n3.9     Compliance  with  Laws                                               17\n        ----------------------\n3.10     Environmental  Matters                                              17\n         ----------------------\n3.11     Intellectual  Property                                              19\n         ----------------------\n3.12     Year  2000                                                          20\n         ----------\n3.13     ERISA  Compliance                                                   21\n         -----------------\n3.14     Brokers                                                             22\n         -------\n3.15     Opinion  of  Financial  Advisor                                     23\n         -------------------------------\n3.16     Taxes                                                               23\n         -----\n3.17     Information  in  Proxy  Statement                                   24\n         ---------------------------------\n3.18     Undisclosed  Liabilities                                            24\n         ------------------------\n3.19     Assets                                                              25\n         ------\n3.20     Owned  Real  Property                                               25\n         ---------------------\n3.21     Contracts                                                           25\n         ---------\n\nARTICLE IV\n\nCOVENANTS RELATING TO CONDUCT OF BUSINESS                                    26\n4.1     Funding  of  the  AV  Business                                       26\n        ------------------------------\n4.2     Conduct  of  the  AV  Business                                       26\n        ------------------------------\n\nARTICLE V\n\nSALE OF SHARES; BOARD MEMBERSHIP; VOTING AGREEMENT; STANDSTILL               28\n5.1     Lock-Up                                                              29\n        -------\n5.2     Rights  of  First  Offer                                             29\n        ------------------------\n5.3     Registration  Rights                                                 30\n        --------------------\n5.4     Board  Designee                                                      30\n        ---------------\n5.5     Voting  Agreement                                                    30\n        -----------------\n5.6     Standstill                                                           31\n        ----------\n5.7     Investment  Company  Act                                             31\n        ------------------------\n\nARTICLE VI\n\nADDITIONAL AGREEMENTS                                                        31\n6.1     Stockholders'  Meeting                                               31\n        ----------------------\n6.2     Access  and  Information                                             32\n        ------------------------\n6.3     HSR  Act  Filing                                                     33\n        ----------------\n6.4     Reasonable  Best  Efforts                                            33\n        -------------------------\n6.5     Publicity                                                            33\n        ---------\n\n      \n6.6     Employee  Benefit  Plans                                             34\n        ------------------------\n6.7     Restriction  on  Transfer  of  AV  Shares                            34\n        -----------------------------------------\n6.8     Funding                                                              35\n        -------\n\nARTICLE VII\n\nCLOSING CONDITIONS                                                           35\n7.1     Conditions to Each Party's Obligation to Complete the Transaction    35\n        -----------------------------------------------------------------\n7.2     Additional  Conditions  to  the  Obligation  of  CMGI  and  Newco    35\n        -----------------------------------------------------------------\n7.3     Additional  Conditions to the Obligation of Compaq Digital and AV    36\n        -----------------------------------------------------------------\n\nARTICLE VIII\n\nTERMINATION, AMENDMENT AND EXPENSES                                          37\n8.1     Termination                                                          37\n        -----------\n8.2     Effect  of  Termination                                              38\n        -----------------------\n8.3     Amendment                                                            38\n        ---------\n8.4     Waiver                                                               38\n        ------\n8.5     Expenses                                                             39\n        --------\n\nARTICLE IX\n\nTAX MATTERS                                                                  39\n9.1     Preparation  and  Filing  of  Tax  Returns                           39\n        ------------------------------------------\n9.2     Payment  of  Taxes                                                   40\n        ------------------\n9.3     Tax  Indemnification                                                 40\n        --------------------\n9.4     Allocation  of  Certain  Taxes                                       41\n        ------------------------------\n9.5     Cooperation  on  Tax  Matters                                        41\n        -----------------------------\n9.6     Termination  of  Tax-Sharing  Agreements                             42\n        ----------------------------------------\n9.7     Certain  Tax  Elections                                              42\n        -----------------------\n9.8     Tax  Claims                                                          43\n        -----------\n9.9     Refunds                                                              44\n        -------\n9.10     Treatment  of  the  Contributions                                   44\n         ---------------------------------\n9.11     Allocation  of  Considerations                                      44\n         ------------------------------\n9.12     Tax  Disputes                                                       44\n         -------------\n9.13     Adjustment  to  Consideration                                       44\n         -----------------------------\n\nARTICLE X\n\nDEFINITIONS AND INTERPRETATION                                               45\n10.1     Certain  Definitions                                                45\n         --------------------\n10.2     Interpretation                                                      49\n         --------------\n\n      \nARTICLE XI\n\nGENERAL PROVISIONS                                                           50\n11.1     Survival  of  Representations                                       50\n         -----------------------------\n11.2     Notices                                                             50\n         -------\n11.3     Entire  Agreement  No  Assignment  Governing  Law                   51\n         -------------------------------------------------\n11.4     Parties  in  Interest                                               51\n         ---------------------\n11.5     Counterparts                                                        51\n         ------------\n11.6     Headings                                                            52\n         --------\n11.7     Severability                                                        52\n         ------------\n\n\nExhibit  A     -     Terms  of  Promissory  Note\nExhibit  B     -     Terms  of  Series  D  Preferred  Stock\nExhibit  C     -     Form  of  Assignment  Agreement\nExhibit  D     -     Form  of  Registration  Rights  Agreement\n\n\n\n                                                                             53\n\n                       PURCHASE AND CONTRIBUTION AGREEMENT\n\n\n     PURCHASE  AND  CONTRIBUTION  AGREEMENT  dated  as  of  June  29,  1999 (the\n\"Agreement\")  by  and  among Compaq Computer Corporation, a Delaware corporation\n(\"Compaq\"),  Digital  Equipment  Corporation,  a Massachusetts corporation and a\nwholly  owned  subsidiary  of  Compaq (\"Digital\"), AltaVista Company, a Delaware\ncorporation  and  a  wholly  owned  subsidiary  of Digital (\"AV\"), CMGI, Inc., a\nDelaware corporation (\"CMGI\"), and Zoom Newco Inc., a Delaware corporation and a\nwholly  owned  subsidiary  of  CMGI  (\"Newco\").\n\n     WHEREAS,  for  federal income tax purposes, the contribution by CMGI of the\nDigital  Assets (as defined below) and the contribution by Compaq and Digital of\nthe  Assigned  Assets (as defined below) shall together constitute a transaction\ndescribed  in  Section  351  of  the  Code.\n\n     NOW  THEREFORE,  in  consideration  of  the  foregoing  and  the respective\nrepresentations,  warranties,  covenants,  agreements and conditions hereinafter\nset  forth,  and  for  other  good  and  valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged by the parties hereto, the parties,\nintending  to  be  legally  bound,  hereby  agree  as  follows:\n\n\n                                   ARTICLE I\n                 \n                  PURCHASE AND SALE; CONTRIBUTION; MERGER; CLOSING\n\n     1.1     Purchase  and  Sale  of Assets .  Subject to and upon the terms and\n             ------------------------------\nconditions of this Agreement, at the closing of the transactions contemplated by\nthis  Agreement (the \"Closing\"), Digital or Compaq shall sell, transfer, convey,\nassign and deliver to CMGI, and CMGI shall purchase from Digital or Compaq, such\nnumber  of  shares  of  capital  stock of Shopping.com, a California corporation\n(\"SDC\"),  and,  if  necessary,  such  number  of shares of capital stock of ZIP2\nCorporation,  a  California  corporation  (\"ZIP2\")  (collectively,  the \"Digital\nAssets\"),  as  have  an  aggregate  fair  market  value,  as  of the Closing, as\ndetermined  by  an  independent  appraiser  mutually  acceptable  to the parties\nhereto,  equal  to  $220,000,000.  In consideration for the Digital Assets, CMGI\nshall  deliver  to  Compaq  or  Digital,  as  directed,  a  promissory  note, on\nsubstantially the terms set forth on Exhibit A attached hereto, in the principal\n                                     ---------\namount  of  $220,000,000.\n\n     1.2     Contributions  by CMGI and Digital .  Subject to and upon the terms\n             ----------------------------------\nand  conditions  of  this  Agreement,  at the Closing, immediately following the\nconsummation  of  the  transaction  contemplated  by  Section  1.1:\n\n      \n          (a)     CMGI  shall  contribute  to Newco (i) the Digital Assets, (ii)\n18,994,975  shares  of  common  stock,  par  value  $0.01, of CMGI (\"CMGI Common\nStock\"),  and (iii) 18,090.45 shares of preferred stock of CMGI to be designated\nas  Series  D Preferred Stock, par value $.01 per share (the \"Series D Preferred\nStock\"),  which  shall  have  the  rights and preferences described on Exhibit B\n                                                                       ---------\nattached  hereto,  in  exchange  for the issuance by Newco to CMGI of 81,495,116\nshares  of  common  stock, par value $0.01, of Newco (\"Newco Common Stock\"); and\n\n          (b)     Compaq  and  Digital  shall  contribute  to  Newco  (i)  the\nproperties,  assets and other rights and interests to be transferred pursuant to\nthe  Assignment  Agreement  attached  hereto  as  Exhibit  C  (the  \"Assignment\n                                                  ----------\nAgreement\")  and  (ii) all of the outstanding shares of capital stock of SDC and\nZIP2  not  owned  by  Newco,  if  any,  after  giving  effect to the transaction\ndescribed  in  Sections 1.1 and 1.2(a) (collectively, the \"Assigned Assets\"), in\nexchange  for  (A)  the  issuance by Newco to Digital or Compaq, as directed, of\n18,504,884 shares of Newco Common Stock, (B) the transfer by Newco to Digital or\nCompaq,  as  directed,  of  18,994,975  shares  of CMGI Common Stock and (C) the\ntransfer  by Newco to Digital or Compaq, as directed, 18,090.45 shares of Series\nD  Preferred  Stock.\n\n     1.3     Merger  of  AV  and  Newco  .\n             --------------------------\n\n          (a)     Immediately  following  the  consummation  of the transactions\ndescribed  in Section 1.2, AV and Newco shall consummate a merger (the \"Merger\")\npursuant  to  which  (i) AV shall be merged with and into Newco and the separate\ncorporate  existence  of  AV  shall  thereupon  cease,  (ii)  Newco shall be the\nsuccessor  or  surviving corporation in the Merger (the \"Surviving Corporation\")\nand shall continue to be governed by the Laws of the State of Delaware and (iii)\nthe  separate  corporate  existence  of  Newco  with all its rights, privileges,\nimmunities,  powers and franchises shall continue unaffected by the Merger.  The\nMerger  shall have the effects set forth in the Delaware General Corporation Law\n(the  \"DGCL\").  As  a  result  of  the Merger, all shares of outstanding capital\nstock  of  AV  shall  be canceled without payment of any consideration therefor.\n\n          (b)     Immediately  following  the Closing, the Surviving Corporation\nwill cause the Merger to be consummated by filing a Certificate of Ownership and\nMerger  (the  \"Certificate  of  Merger\")  with  the  Secretary  of  the State of\nDelaware,  in  such  form  as  required by, and executed in accordance with, the\nrelevant portions of the DGCL.  The Merger shall become effective at the time at\nwhich  the Certificate of Merger has been duly filed with the Secretary of State\nof  the  State  of  Delaware,  and  such  time is hereinafter referred to as the\n\"Effective  Time.\"\n\n          (c)     The  Certificate of Incorporation of the Surviving Corporation\nimmediately following the Effective Time shall be the same as the Certificate of\nIncorporation  of Newco immediately prior to the Effective Time, except that (1)\nthe name of the corporation set forth therein shall be changed to the name of AV\n\n      \nand  (2)  the identity of the incorporator shall be deleted.  The By-laws of the\nSurviving Corporation immediately following the Effective Time shall be the same\nas the By-laws of Newco immediately prior to the Effective Time, except that the\nname  of  the  corporation set forth therein shall be changed to the name of AV.\n\n     1.4     Options  .\n             -------\n\n          (a)     As  of  the  Effective  Time,  all  options to purchase common\nstock,  par  value  $0.01  per  share,  of  AV  (\"AV Common Stock\") issued by AV\npursuant  to  its stock option plans or otherwise (\"AV Options\"), whether vested\nor  unvested,  shall be assumed by Newco.  Immediately after the Effective Time,\neach  AV  Option  outstanding  immediately  prior to the Effective Time shall be\ndeemed  to  constitute an option to acquire, on the same terms and conditions as\nwere  applicable  under  such  AV  Option  at the Effective Time, such number of\nshares  of  Newco  Common Stock as is equal to the number of shares of AV Common\nStock  subject to the unexercised portion of such AV Option.  The exercise price\nper  share of each AV Option assumed in accordance with this Section 1.4 (\"Newco\nOptions\")  shall be equal to the exercise price of such Newco Option immediately\nprior to the Effective Time.  The term, exercisability, vesting schedule, status\nas an \"incentive stock option\" under Section 422 of the Code, if applicable, and\nall  of  the  other terms of the Newco Options shall otherwise remain unchanged.\n\n          (b)     As soon as practicable after the Effective Time, the Surviving\nCorporation  shall  deliver  to the holders of Newco Options appropriate notices\nsetting  forth  such  holders'  rights  pursuant  to such Newco Options, and the\nagreements  evidencing  such  Newco Options shall continue in effect on the same\nterms  and conditions (subject to the terms provided for in this Section 1.4 and\nsuch  notice).\n\n          (c)     The  Surviving  Corporation  shall  take  all corporate action\nnecessary  to reserve for issuance a sufficient number of shares of Newco Common\nStock  for  delivery  upon  exercise  of  the  Newco  Options.\n\n     1.5     No  Further  Rights .  From and after the Effective Time, no shares\n             -------------------\nof  AV  Common  Stock  shall  be  deemed  to  be  outstanding,  and  holders  of\ncertificates  evidencing such shares shall cease to have any rights with respect\nthereto,  except  as  provided  herein  or  by  law.\n\n     1.6     Dilution  Protection  .  If  between the date of this Agreement and\n             --------------------\nthe  Effective  Time  the  outstanding  shares of the common stock of CMGI or AV\nshall  have been changed into a different number of shares or a different class,\nby  reason  of  any  stock  dividend,  subdivision,  reclassification,\nrecapitalization,  split,  conversion, consolidation, combination or exchange of\nshares  or similar transaction, then appropriate adjustments to reflect any such\naction  shall  be  made  to the numbers and implied exchange ratios contained in\nSection  1.2  and\/or  Section  1.4.\n\n     1.7     Closing.   Compaq  and  CMGI  shall  as promptly as possible notify\n             -------\neach  other  when  the  conditions  to  such party's obligations to complete the\ntransactions  contemplated by this Agreement have been satisfied or waived.  The\nClosing  shall  take place at the offices of Hale and Dorr LLP, 60 State Street,\nBoston,  Massachusetts  at  10:00  a.m.  Boston  time on the second business day\nfollowing  the satisfaction or waiver of the conditions set forth in Article VII\n(other  than  conditions involving actions which will take place at the Closing)\nor at such other time, date and place as CMGI and Compaq shall agree in writing.\nThe  date  on  which the Closing occurs is hereafter referred to as the \"Closing\nDate.\"\n\n\n                                   ARTICLE II\n\n      REPRESENTATIONS AND WARRANTIES OF CMGI TO NEWCO AND REPRESENTATIONS\n                        AND WARRANTIES OF NEWCO TO COMPAQ\n\n     Except  as specifically set forth in the CMGI Disclosure Schedule delivered\nto  Compaq  and  Newco simultaneously with the execution hereof, CMGI represents\nand  warrants to Newco, and Newco represents and warrants to Compaq, that all of\nthe statements contained in this Article II are true and complete as of the date\nof  this  Agreement  (or,  if made as of a specified date, as of such date), and\nwill  be  true and complete as of the Closing Date as though made on the Closing\nDate.  Each  exception  and each other response set forth in the CMGI Disclosure\nSchedule  is  identified  by  reference  to, or has been grouped under a heading\nreferring  to,  a  specific  section  of this Agreement and, except as otherwise\nspecifically  stated  with  respect  to  such  exception,  relates  only to such\nreferenced  section.  CMGI  guarantees  to  Compaq  the  accuracy  of  the\nrepresentations  and  warranties  of  Newco  in  this  Article  II.\n\n     2.1     Organization;  Qualification  of  CMGI .  CMGI (a) is a corporation\n             --------------------------------------\nduly  organized,  validly  existing  and  in good standing under the laws of the\nstate  of  Delaware;  (b)  has all required Permits and full corporate power and\nauthority  to  carry on its business as it is now being conducted and to own the\nproperties and assets it now owns; and (c) is duly qualified to do business as a\nforeign  corporation  and  is  in  good  standing in every jurisdiction in which\nownership of property or the conduct of its business requires such qualification\nor,  if  CMGI  is  not  so  qualified in any such jurisdiction, it can become so\nqualified  in  such jurisdiction without causing a CMGI Material Adverse Effect.\nCMGI  has  heretofore  delivered  to  Compaq  complete and correct copies of the\ncertificate  of  incorporation  and  by-laws  of  CMGI  as  presently in effect.\n\n     2.2     Subsidiaries  and  Affiliates .  Section 2.2 of the CMGI Disclosure\n             -----------------------------\nSchedule  sets  forth,  as  of  the  date  hereof,  the name and jurisdiction of\nincorporation  of  each  CMGI  Subsidiary  and,  as  of  the  date  hereof,  the\napproximate  percent  of the outstanding shares of each CMGI Subsidiary owned by\nCMGI.  Section 2.2(a) of the CMGI Disclosure Schedule lists each other entity of\nwhich,  as  of  the  date hereof, CMGI has a direct or indirect equity ownership\ninterest.  Each  CMGI  Subsidiary  (a)  is  a  corporation  or limited liability\ncompany  duly  organized  or formed, validly existing and in good standing under\nthe  laws  of  its state of incorporation; (b) has all required Permits and full\ncorporate  or  limited  liability  company  power  and authority to carry on its\nbusiness  as  it  is now being conducted and to own the properties and assets it\nnow  owns;  and (c) is duly qualified to do business as a foreign corporation or\nlimited  liability  company  in  good  standing  in  every jurisdiction in which\nownership of property or the conduct of its business requires such qualification\nor,  if  a  CMGI Subsidiary is not so qualified in any such jurisdiction, it can\nbecome so qualified in such jurisdiction without causing a CMGI Material Adverse\nEffect.  CMGI  has  heretofore  made  available  to  Compaq complete and correct\ncopies of the Organizational Documents, of each CMGI Subsidiary, as presently in\neffect.\n\n     2.3     Capitalization  .\n             --------------\n\n          (a)     The  authorized  capital  stock  of  CMGI  consists  of  (i)\n400,000,000  shares  of  CMGI  Common  Stock,  of  which, as of the date hereof,\n95,364,292 shares were issued and outstanding, all of which are duly authorized,\nvalidly issued, fully paid and nonassessable and were not issued in violation of\nany  preemptive  or  similar  rights  of any Person and (ii) 5,000,000 shares of\npreferred stock, par value $0.01 per share, of which, as of the date hereof, 250\nare designated as Series A Convertible Preferred Stock, of which none are issued\nand  outstanding,  and  50,000  are designated as Series B Convertible Preferred\nStock,  of  which  35,000  are  issued  and  outstanding.\n\n          (b)     Except  as  set  forth  above  and except for the transactions\ncontemplated  by  this  Agreement  and the issuance of shares under employee and\ndirector  stock  option  plans and employee stock purchase plans of CMGI and its\naffiliates, as of the date hereof, (i) there are no securities outstanding which\nare  convertible into or exercisable or exchangeable for shares of capital stock\nof CMGI, and (ii) there are no outstanding options, rights, Contracts, warrants,\nsubscriptions,  conversion rights or other agreements or commitments pursuant to\nwhich  CMGI  may  be  required  to purchase, redeem, issue or sell any shares of\ncapital  stock  or  other  securities  of  CMGI.\n\n          (c)     The  issued  and  outstanding  shares  of capital stock of, or\nother  equity interests in, each of the CMGI Subsidiaries that are owned by CMGI\nor  any  of  its  Subsidiaries have been duly authorized and are validly issued,\nand,  with  respect to capital stock, are fully paid and nonassessable, and were\nnot  issued in violation of any preemptive or similar rights of any Person.  All\nsuch  issued and outstanding shares or other equity interests that are indicated\nas  owned  by  CMGI  or  one of the CMGI Subsidiaries in Section 2.2 of the CMGI\nDisclosure  Schedule  are owned beneficially by CMGI or such Subsidiaries as set\nforth  therein  and  free  and  clear  of  all  Liens.\n\n          (d)     As  of  the date hereof, the authorized capital stock of Newco\nconsists of (i) 100 shares of Newco Common Stock of which 100 shares are issued,\noutstanding and owned by CMGI, all of which are duly authorized, validly issued,\nfully  paid and nonassessable and were not issued in violation of any preemptive\nor  similar  rights  of  any  Person.\n\n     2.4     Authorization  of  Agreement  .  CMGI  and Newco (collectively, the\n             ----------------------------\n\"Buyers\")  have  all  requisite  corporate  power  and  authority to execute and\ndeliver  this  Agreement  and each instrument required hereby to be executed and\ndelivered  by  them  at  the Closing, to perform their obligations hereunder and\nthereunder  and  to consummate the transactions contemplated hereby and thereby.\nThe  Board of Directors of CMGI has approved the Transaction.  The execution and\ndelivery  by the Buyers of this Agreement and each instrument required hereby to\nbe  executed  and  delivered by them at the Closing and the performance of their\nobligations  hereunder  and  thereunder have been duly and validly authorized by\nall  requisite  corporate  action on the part of the Buyers.  This Agreement has\nbeen  duly executed and delivered by the Buyers and, assuming due authorization,\nexecution  and  delivery hereof by CDA, constitutes the legal, valid and binding\nobligation  of the Buyers, enforceable against the Buyers in accordance with its\nterms,  subject to bankruptcy, insolvency, reorganization, moratorium or similar\nLaws  now  or  hereafter in effect relating to creditors' rights generally or to\ngeneral  principles  of  equity.\n\n     2.5     Consents and Approvals; No Violations .  Except for the Consents as\n             -------------------------------------\nmay  be  required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976\n(the  \"HSR  Act\") and the filing of the Certificate of Merger as required by the\nDGCL,  none  of  the execution, delivery or performance of this Agreement by the\nBuyers,  or  the  consummation  by  the  Buyers  of  any  of  the  transactions\ncontemplated  hereby,  will  (i)  conflict  with  or result in any breach of any\nprovision  of the Organizational Documents of the Buyers or any CMGI Subsidiary,\n(ii)  require  any Consent of any Governmental Entity, (iii) require any Consent\nof any other Person (including consents from parties to loans, Contracts, leases\nand  other  agreements  to which CMGI or any affiliate of CMGI is a party), (iv)\nresult in a violation or breach of, or constitute (with or without due notice or\nthe  passage  of  time  or  both)  a  default  (or  give  rise  to  any right of\ntermination,  amendment,  cancellation or acceleration) under, any of the terms,\nconditions  or  provisions  of  any  Contract,  or (v) violate any Law, Order or\nPermit applicable to CMGI or any affiliate of CMGI or any of their properties or\nassets,  excluding  from the foregoing clauses (iii), (iv) and (v) such absences\nof  required  consents,  violations,  breaches  or  defaults  which  would  not,\nindividually  or  in  the  aggregate,  have  a  CMGI  Material Adverse Effect or\nadversely  affect  the  Buyers'  ability  to  consummate  the  Transaction.\n\n     2.6     Financial  Statements  .\n             ---------------------\n\n          (a)     Since  February  1, 1998, CMGI has timely filed as of the date\nhereof  and  will file as of the Effective Time all reports required to be filed\nby  it  with  the Securities and Exchange Commission (the \"SEC\") pursuant to the\nfederal  securities  Laws and the SEC rules and regulations thereunder.  Each of\nsuch  reports  complied in all material respects with applicable requirements of\nthe  Exchange  Act (collectively, the \"CMGI SEC Reports\").  None of the CMGI SEC\nReports,  as  of  their  respective  dates, contained or will contain any untrue\nstatement  of  a  material fact or omitted or will omit to state a material fact\nrequired  to  be  stated  therein  or  necessary in order to make the statements\ntherein,  in  light  of  the  circumstances  under  which  they  were  made, not\nmisleading.\n\n          (b)     The  consolidated  statements  of  financial  position and the\nrelated  consolidated  statements  of  operations, stockholders' equity and cash\nflows  (including  the  related  notes thereto) of CMGI included in the CMGI SEC\nReports (the \"CMGI Financial Statements\") complied in all material respects with\napplicable  accounting  requirements  and the published rules and regulations of\nthe  SEC  with  respect  thereto,  have  been prepared in conformity with United\nStates generally accepted accounting principles (\"GAAP\") (except, in the case of\nunaudited  statements,  as permitted by Form 10-Q of the SEC) applied on a basis\nconsistent  with  prior periods (except as otherwise noted therein), and present\nfairly the consolidated financial position of CMGI as at their respective dates,\nand  the  consolidated  results  of  its  operations  and its cash flows for the\nperiods  presented  therein  subject,  in  the  case  of  the  unaudited interim\nfinancial  statements,  to  normal  and  recurring  year-end  adjustments.\n\n     2.7     Absence  of  Certain  Changes or Events .  Since April 30, 1999 (i)\n             ---------------------------------------\nthe  business  of  CMGI  and  its  Subsidiaries  has been carried on only in the\nordinary  and  usual course consistent with past practice and (ii) there has not\noccurred  any  event,  development  or  change  which,  individually  or  in the\naggregate,  has resulted in or is reasonably likely to result in a CMGI Material\nAdverse  Effect.\n\n     2.8     Litigation  .  There  is no Litigation pending, or to the Knowledge\n             ----------\nof  CMGI, threatened, against or involving CMGI or any CMGI Subsidiary or any of\ntheir  respective  assets  as  to  which there is a reasonable possibility of an\nadverse  determination  and  that,  if  determined adversely to CMGI or any CMGI\nSubsidiary,  would  reasonably be expected, individually or in the aggregate, to\nhave  a CMGI Material Adverse Effect or, as of the date hereof, which in any way\nmay  prevent,  enjoin,  alter  or  delay  the  Transaction.\n\n     2.9     Compliance  with Laws .  CMGI and each CMGI Subsidiary is and since\n             ---------------------\nFebruary  1,  1997  has  been in compliance with all applicable Laws, except for\nviolations  which  do  not,  and  would  not  reasonably  be  expected  to have,\nindividually or in the aggregate, a CMGI Material Adverse Effect.  Since January\n1,  1997,  neither CMGI nor any CMGI Subsidiary has received any notice or other\ncommunication  (whether  written  or oral) from any Person regarding any actual,\nalleged,  possible  or potential violation of or failure to comply with any Law,\nexcept  for  violations  which  do  not, and would not reasonably be expected to\nhave, individually or in the aggregate, a CMGI Material Adverse Effect.  Neither\nCMGI,  any  person controlling, controlled by or under common control with CMGI,\nnor  any  Venture  Fund is now or at any time since February 1, 1995 has been an\ninvestment  company as defined in the Investment Company Act of 1940, as amended\n(the  \"Investment  Company  Act\"),  or  required  to  be  registered  under  the\nInvestment  Company  Act,  in  each  case,  after  giving  effect  to  Rule 3a-2\nthereunder.  Immediately  after giving effect to the closing of the Transaction,\nnone  of  CMGI,  Newco nor any Person controlling, controlled by or under common\ncontrol  with,  CMGI will be an investment company as defined in Section 3(a) of\nthe  Investment  Company  Act,  without  giving  effect to Rule 3a-2 thereunder.\n\n     2.10     Environmental  Matters  .  Except  as  is not reasonably likely to\n              ----------------------\nresult  in  a  CMGI  Material  Adverse  Effect:\n\n          (a)     CMGI  and each of the CMGI Subsidiaries (i) has been and is in\ncompliance with all applicable Environmental Laws; (ii) has obtained all Permits\nrequired for the operation of its businesses by any applicable Environmental Law\n(collectively \"Environmental Permits\") and all such Environmental Permits are in\nfull  force  and  in effect, no appeal nor any other action is pending to revoke\nany  such  Environmental  Permit;  and  (iii)  is  in  compliance  with all such\nEnvironmental  Permits,  and  has  filed  in a timely manner all applications to\nrenew  such  Environmental Permits or to obtain new Environmental Permits to the\nextent  such  applications  are  currently  required.\n\n          (b)     There has been no Release of any Hazardous Material that would\nreasonably  be  likely to form the basis of any Environmental Claim against CMGI\nor  any  CMGI  Subsidiary  at the properties owned or leased by CMGI or any CMGI\nSubsidiary  (the  \"CMGI Properties\").  To the Knowledge of CMGI, CMGI Properties\nare  not  adversely affected by any Release or threatened Release of a Hazardous\nMaterial  originating  or  emanating  from  any  other  property.  There were no\nReleases of Hazardous Materials on properties formerly owned or operated by CMGI\nor  any  CMGI Subsidiary, or any predecessors thereof, during the period of such\noperation  or  ownership,  that  would  reasonably  be  likely  to  result in an\nEnvironmental  Claim  against  CMGI  or  any  CMGI  Subsidiary.\n\n          (c)     Neither  CMGI  nor any CMGI Subsidiary has manufactured, used,\ngenerated,  stored,  treated,  transported,  disposed of, released, or otherwise\nmanaged  any  Hazardous  Material  at  any  of  the  CMGI  Properties.\n\n          (d)     Neither  CMGI  nor  any CMGI Subsidiary: (i) has any liability\nfor  response  or  corrective  action for natural resources damage, or any other\nharm pursuant to any Environmental Law, (ii) is subject to, or has Knowledge of,\nany  Environmental Claim involving CMGI or any CMGI Subsidiary, or (iii) has any\nKnowledge  of  any  condition  or occurrence at any of the CMGI Properties which\ncould  form  the  basis  of  an  Environmental  Claim  against  CMGI or any CMGI\nSubsidiary,  or  any  of  the  CMGI  Properties.\n\n          (e)     The  CMGI  Properties are not subject to any, and neither CMGI\nnor  any  CMGI  Subsidiary has any Knowledge of any, imminent restriction on the\nownership,  occupancy,  use  or  transferability  of  the  CMGI  Properties  in\nconnection  with any (i) Environmental Law or (ii) Release or threatened Release\nof  any  Hazardous  Material.\n\n          (f)     There  are  no  conditions  or  circumstances  at  the  CMGI\nProperties  that  pose a risk to the environment or the health and safety of any\nPerson,  or  would  require  any  remedial  action.\n\n          (g)     Neither  CMGI  nor any CMGI Subsidiary has been subject to any\ninquiry  or  request for information related to its disposal, treatment, storage\nor  recycling, or the arrangement for said activities, of any Hazardous Material\nor  waste,  at  any  property  other  than  the  CMGI  Properties.\n\n          (h)     To the Knowledge of CMGI, neither CMGI nor any CMGI Subsidiary\nor  any predecessor thereto has disposed, recycled, treated, stored, or arranged\nfor  said  activities, at any property that is listed or proposed for listing on\nthe  Federal  National  Priorities  List,  the Federal CERCLIS list, or any list\ncompiled  pursuant  to  state statutes or Laws that are analogous to the Federal\nComprehensive  Environmental Response, Compensation and Liability Act, 42 U.S.C.\n9601  et  seq.\n\n          (i)     The  CMGI  Properties  do  not contain any underground storage\ntanks,  landfills,  electrical  equipment  containing polychlorinated biphenyls,\nsurface  impoundments, friable asbestos-containing materials, or hazardous waste\ntreatment,  storage  or  disposal  units  that  either  have or require a Permit\npursuant  to  any  Law.\n\n          (j)     Since  January  1,  1997, neither CMGI nor any CMGI Subsidiary\nhas  received  a  communication  (written or oral) that alleges that CMGI or any\nCMGI  Subsidiary  is  not  in  compliance  with  any  Environmental  Law.\n\n          (k)     As  used  in  this  Agreement:\n\n               (i)     \"Environmental  Claim\" means any investigation, notice of\nviolation,  demand,  allegation,  action,  suit, Order, consent decree, penalty,\nfine,  Lien, proceeding or claim (whether administrative, judicial or private in\nnature)  arising:  (i)  pursuant to, or in connection with, an actual or alleged\nviolation  of  any  Environmental  Law;  (ii)  in  connection with any Hazardous\nMaterial  or  actual or alleged activity associated with any Hazardous Material;\n(iii) from any abatement, removal, remedial, corrective or other response action\nin  connection  with any Hazardous Material, Environmental Law or Order; or (iv)\nfrom  any  actual  or  alleged damage, injury, threat or harm to health, safety,\nnatural  resources  or  the  environment.\n\n               (ii)     \"Environmental Law\" means any Law pertaining to: (i) the\nprotection  of  health,  safety  and the indoor or outdoor environment; (ii) the\nconservation,  management  or  use  of natural resources and wildlife; (iii) the\nprotection  or  use  of  surface  water  and  ground water; (iv) the management,\nmanufacture,  possession,  presence, use, generation, transportation, treatment,\nstorage,  disposal, release, threatened release, abatement, removal, remediation\nor  handling  of,  or  exposure  to,  any  Hazardous  Material; or (v) pollution\n(including  any  release  to  air,  land,  surface  water and ground water); and\nincludes  the  Comprehensive  Environmental Response, Compensation and Liability\nAct  of  1980,  42  U.S.C.   9601  et seq., and the Solid Waste Disposal Act, 42\nU.S.C.   6901  et  seq.,  the  Hazardous Materials Transportation Act, 49 U.S.C.\n5101,  et seq. The Clean Water Act, 33 U.S.C.   1251 et seq., the Clean Air Act,\n42  U.S.C.   7401 et seq., the Toxic Substances Control Act, 15 U.S.C.   2601 et\nseq.,  the Emergency Planning and Community Right to Know Act, 42 U.S.C.   1986,\nthe  Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.   136 et seq.,\nthe  Occupational  Safety  and  Health Act, 29 U.S.C.   651 et seq., any similar\nstate  laws  and  the  regulations  related  thereto  or  other  Laws.\n\n               (iii)     \"Hazardous  Material\"  shall  mean  any  substance,\nchemical,  compound,  product, solid, gas, liquid, waste, by-product, pollutant,\ncontaminant  or  material  which is hazardous or toxic, and includes asbestos or\nany  substance  containing  asbestos,  polychlorinated  biphenyls,  petroleum\n(including crude oil or any fraction thereof), and any hazardous or toxic waste,\nmaterial  or  substance  regulated  under  any  Environmental  Law.\n\n               (iv)     \"Release\"  means  any  release,  spill,  emission, leak,\ninjection,  deposit, disposal, discharge, dispersal, leaching, or migration into\nthe  atmosphere,  soil,  surface  water,  groundwater  or  property  (indoors or\noutdoors).\n\n     2.11     Intellectual  Property  .\n              ----------------------\n\n          (a)     To  the  Knowledge  of  CMGI, CMGI and its Subsidiaries own or\notherwise  have  valid  rights  to  use all Intellectual Property (as defined in\nSection  3.11(a))  material  to  their  business  and  operations  as  currently\nconducted.\n\n          (b)     There  is  no pending or, to the Knowledge of CMGI, threatened\n(in  writing)  claim,  suit,  arbitration  or  other  adversarial  proceeding\n(collectively,  \"Claims\")  before  any  court,  agency,  arbitral  tribunal,  or\nregistration  authority  in  any jurisdiction (i) involving any item of material\nIntellectual Property owned by CMGI or a CMGI Subsidiary, (ii) alleging that the\nactivities or the conduct of CMGI's or a CMGI Subsidiary's business does or will\ninfringe  upon,  violate  or constitute the unauthorized use of the intellectual\nproperty  rights  of  any  third  party or (iii) challenging the ownership, use,\nvalidity, enforceability or registrability of any material Intellectual Property\nby  CMGI  or a CMGI Subsidiary.  There are no settlements, forebearances to sue,\nconsents,  judgments,  or  orders  or  similar  obligations  (other than license\nagreements  in  the  ordinary course of business) which (a) restrict CMGI's or a\nCMGI Subsidiary's rights to use any material Intellectual Property, (b) restrict\nCMGI's  or  a CMGI Subsidiary's business in order to accommodate a third party's\nintellectual property rights or (c) permit third parties to use any Intellectual\nProperty  owned by CMGI or a CMGI Subsidiary, except for such Claims as have not\nresulted,  and  could  not  reasonably be expected to result, in a CMGI Material\nAdverse  Effect.\n\n          (c)     To  the  Knowledge  of  CMGI,  no  third  party  is  making\nunauthorized  use  of  or  infringing  in any material respect upon any material\nIntellectual  Property  owned  by  CMGI  or  a  CMGI  Subsidiary.\n\n          (d)     CMGI  and  its Subsidiaries have taken commercially reasonable\nactions  to  protect each item of material Intellectual Property owned by any of\nthem,  except  where the failure to take such actions has not resulted and could\nnot  reasonably  be  expected  to  result  in  a  CMGI  Material Adverse Effect.\n\n          (e)     Neither  CMGI nor any CMGI Subsidiary is in material violation\nof  any agreement relating to any Intellectual Property material to its business\nor  operations,  except  for such violations as have not resulted, and could not\nreasonably  be  expected  to  result,  in  a  CMGI Material Adverse Effect.  The\nconsummation of the transactions contemplated hereby will not result in the loss\nor material impairment of CMGI's or a CMGI Subsidiary's rights to own or use any\nIntellectual  Property material to its business or operations, except where such\nloss or impairment could not reasonably be expected to result in a CMGI Material\nAdverse  Effect.\n\n     2.12     Year  2000  .  All  software,  hardware,  databases  and  embedded\n              ----------\ncontrol  systems (collectively, \"Systems\") used by CMGI and its Subsidiaries are\nYear  2000 Compliant (as defined in Section 3.12) and, to the Knowledge of CMGI,\nall  Systems  used  by  its material suppliers and facilities providers are Year\n2000 Compliant, except in each case for failures to be Year 2000 Compliant that,\nindividually  or in the aggregate, have not resulted and would not reasonably be\nlikely  to  result  in  a  CMGI  Material  Adverse  Effect.\n\n     2.13     ERISA  Compliance  .  All  \"employee benefit plans,\" as defined in\n              -----------------\nSection  3(3) of the Employee Retirement Income Security Act of 1974, as amended\n(\"ERISA\"),  maintained  or  contributed  to  by  CMGI or its Subsidiaries are in\ncompliance  with  all  applicable provisions of ERISA and the Code, and CMGI and\nits  Subsidiaries  do  not  have  any liabilities or obligations with respect to\nemployee  benefit  plans,  arrangement,  agreements  or programs, whether or not\naccrued,  contingent or otherwise, except (a) as previously disclosed in writing\nto  Compaq  and (b) for instances of noncompliance or liabilities or obligations\nthat  would  not, individually or in the aggregate, have a CMGI Material Adverse\nEffect.\n\n     2.14     Brokers  .  No  broker,  finder, investment banker or other Person\n              -------\n(other  than  BancBoston  Robertson Stephens Inc.) is entitled to any brokerage,\nfinder's  or  other  fee  or  commission  in  connection  with  the transactions\ncontemplated  by  this Agreement based upon arrangements made by or on behalf of\nCMGI.\n\n     2.15     Opinion of Financial Advisor .  The Board of Directors of CMGI has\n              ----------------------------\nreceived  the  opinion  of  BancBoston Robertson Stephens Inc., CMGI's financial\nadvisor,  substantially  to the effect that the consideration to be paid by CMGI\nfor the shares which it is to receive pursuant to this Agreement is fair to CMGI\nfrom  a  financial  point  of  view.\n\n     2.16     Taxes  .\n              -----\n\n          (a)     Except  as  set  forth  in Section 2.16 of the CMGI Disclosure\nSchedule,  each  of  CMGI  and  its  Subsidiaries  has (i) duly and timely filed\n(including  all  applicable extensions granted without penalty) all material Tax\nReturns  required  to  be  filed,  and  such  Tax  Returns are true, correct and\ncomplete  in  all  material  respects,  and  (ii)  paid in full or made adequate\nprovision  in the financial statements of CMGI (in accordance with GAAP) for all\nmaterial  Taxes  shown  to  be  due  on  such  Tax  Returns.\n\n          (b)     Except  as  set  forth  in Section 2.16 of the CMGI Disclosure\nSchedule,  (i)  neither CMGI nor its Subsidiaries has requested any extension of\ntime within which to file any Tax Return in respect of any taxable period and no\nrequest  for waivers of the time to assess any Taxes are pending or outstanding,\n(ii)  with  respect  to  each  taxable  period of CMGI and its Subsidiaries, the\nfederal  and  state  income  Tax  Returns of CMGI and its Subsidiaries have been\naudited by the Internal Revenue Service or the appropriate state Tax Authorities\nor the time for assessing and collecting income Tax with respect to such taxable\nperiod  has  closed  and such taxable period is not subject to review, (iii) all\nTaxes  due  with  respect  to  completed  and  settled examinations or concluded\nlitigation relating to CMGI or any of its Subsidiaries have been paid in full or\nadequate  provision  has  been  made  for  any  such  amounts  in  the financial\nstatements  of  CMGI  (in  accordance  with GAAP) and (iv) there are no material\nliens  for  Taxes upon the assets or property of any of CMGI or its Subsidiaries\nexcept  for  statutory  liens  for  Taxes  not  yet  due.\n\n          (c)     CMGI  does  not  know of any fact and has not taken any action\nthat  could  reasonably  be  expected to prevent the contributions referenced in\nSection  1.2  from  constituting  a  transaction described in Section 351 of the\nCode.\n\n     2.17     Information in Proxy Statement .  The proxy statement with respect\n              ------------------------------\nto  the  Conversion  (as defined in Section 6.1) ( the \"Proxy Statement\") at the\ndate  to be mailed to CMGI's shareholders and at the time of the special meeting\nprovided for in the Proxy Statement (i) will not contain any untrue statement of\na material fact or omit to state any material fact required to be stated therein\nor  necessary  in order to make the statements made therein, in the light of the\ncircumstances under which they were made, not misleading and (ii) will comply in\nall material respects with the provisions of applicable federal securities laws;\nprovided,  however,  that  no  representation  is  made  by CMGI with respect to\n--------   -------\nstatements  made  therein based on information furnished by Compaq for inclusion\nin  the  Proxy  Statement.\n\n\n                                   ARTICLE III\n         REPRESENTATIONS AND WARRANTIES OF COMPAQ, DIGITAL AND AV TO NEWCO;\n                 REPRESENTATIONS AND WARRANTIES OF NEWCO TO CMGI\n\n     Except  as  specifically  set  forth  in  the  Compaq  Disclosure  Schedule\ndelivered  to  Newco  and CMGI simultaneously with the execution hereof, Compaq,\nDigital and AV represent and warrant to Newco, and Newco represents and warrants\nto  CMGI,  that all of the statements contained in this Article III are true and\ncomplete  as  of the date of this Agreement (or, if made as of a specified date,\nas of such date), and will be true and complete as of the Closing Date as though\nmade  on  the Closing Date.  Each exception and each other response set forth in\nthe  Compaq  Disclosure  Schedule  is  identified  by  reference to, or has been\ngrouped  under a heading referring to, a specific section of this Agreement and,\nexcept  as otherwise specifically stated with respect to such exception, relates\nonly  to such referenced section.  Compaq hereby guarantees to CMGI the accuracy\nof  the  representations  and  warranties  of  Newco  in  this  Article  III.\n\n     3.1     Organization  Qualification  of  AV .  AV (a) is a corporation duly\n             -----------------------------------\norganized,  validly existing and in good standing under the laws of the state of\nDelaware; (b) has all required Permits and full corporate power and authority to\ncarry on its business as it is now being conducted and to own the properties and\nassets  it  now  owns;  and  (c)  is  duly qualified to do business as a foreign\ncorporation  and is in good standing in every jurisdiction in which ownership of\nproperty or the conduct of its business requires such qualification or, if AV is\nnot  so  qualified  in any such jurisdiction, it can become so qualified in such\njurisdiction  without  any  AV  Material  Adverse  Effect.  AV  has  heretofore\ndelivered  to  CMGI  complete  and  correct  copies  of  the  certificate  of\nincorporation  and  by-laws  of  AV  as  presently  in  effect.\n\n     3.2     Subsidiaries  .  Section 3.2 of the Compaq Disclosure Schedule sets\n             ------------\nforth  the  name, jurisdiction of incorporation, capitalization, and the name of\neach  record holder of the capital stock of each Subsidiary which is part of the\nAV  Business  and, for each Subsidiary which is material to the AV Business, the\njurisdictions  in  which  each  such  Subsidiary  is  qualified  to do business.\nSection 3.2(a) of the Compaq Disclosure Schedule lists each entity which is part\nof  the  AV Business and in which Compaq or any of its Subsidiaries has a direct\nor  indirect equity ownership interest and sets forth the approximate percent of\noutstanding  shares  or  other equity interests owned by Compaq, Digital and AV.\nEach  AV Subsidiary (a) is a corporation duly organized, validly existing and in\ngood standing under the laws of its state of incorporation; (b) has all required\nPermits and full corporate power and authority to carry on its business as it is\nnow being conducted and to own the properties and assets it now owns; and (c) is\nduly qualified to do business as a foreign corporation in good standing in every\njurisdiction  in  which  ownership  of  property  or the conduct of its business\nrequires  such  qualification or, if an AV Subsidiary is not so qualified in any\nsuch  jurisdiction,  it can become so qualified in such jurisdiction without any\nAV  Material Adverse Effect.  AV has heretofore made available to CMGI and Newco\ncomplete  and  correct  copies  of  the  Organizational  Documents,  of  each AV\nSubsidiary,  as  presently  in  effect.\n\n     3.3     Capitalization  .\n             --------------\n\n          (a)     As  of  the  date  hereof,  the authorized capital stock of AV\nconsists  of  (i)  1,000  shares  of  AV  Common Stock of which 1,000 shares are\nissued,  outstanding  and  owned  by  Digital, all of which are duly authorized,\nvalidly issued, fully paid and nonassessable and were not issued in violation of\nany  preemptive  or  similar  rights  of  any  Person.\n\n          (b)     Except  as  set  forth  above and except for, the transactions\ncontemplated  by  this  Agreement and the options set forth in Section 3.3(f) of\nthe  Compaq  Disclosure  Schedule,  as  of  the  date  hereof,  (i) there are no\nsecurities outstanding which are convertible into or exercisable or exchangeable\nfor  shares  of  capital stock of AV or any AV Subsidiary, and (ii) there are no\noutstanding  options,  rights,  Contracts,  warrants,  subscriptions, conversion\nrights  or  other  agreements  or  commitments  pursuant  to  which AV or any AV\nSubsidiary  may  be  required  to  purchase, redeem, issue or sell any shares of\ncapital  stock  or  other  securities  of AV or any AV Subsidiary (collectively,\n\"Options\").\n\n          (c)     The  authorized,  issued  and outstanding capital stock of, or\nother  equity  interest  in,  each  of  the AV Subsidiaries and the names of the\nholders  of record of the capital stock or other equity interest in each such AV\nSubsidiary,  in each case as of the date hereof, are set forth in Section 3.3(c)\nof the Compaq Disclosure Schedule.  The issued and outstanding shares of capital\nstock  of,  or  other  equity interest in, each of the AV Subsidiaries have been\nduly  authorized  and  validly  issued,  and, with respect to capital stock, are\nfully  paid  and  non-assessable,  and  were  not  issued  in  violation  of any\npre-emptive  or  similar  rights  of any Person.  All the issued and outstanding\nshares  or  other equity interests of the AV Subsidiaries are owned beneficially\nas  set  forth  therein,  free  and  clear  of  all  Liens.\n\n          (d)     Except as set forth in Section 3.3(d) of the Compaq Disclosure\nSchedule,  there  are  no  outstanding or authorized stock appreciation, phantom\nstock  or  similar  rights  with  respect  to  AV  or  any  AV  Subsidiary.\n\n          (e)     There  are  no agreements to which AV or any AV Subsidiary are\nparty  or  by  which  it  is bound with respect to the voting (including without\nlimitation  voting  trusts, or proxy), registration under the Securities Act, or\nsale  or  transfer  (including  without  limitation  agreements  relating  to\npre-emptive  rights,  rights  of  first  refusal, co-sale rights or \"drag along\"\nrights)  of  any  securities  of  AV  or  any  AV  Subsidiary.\n\n          (f)     Section  3.3(f) of the Compaq Disclosure Schedule sets forth a\ncomplete list of (i) all outstanding Options to purchase shares of capital stock\nof  AV or any AV Subsidiary, indicating the holder thereof, the number of shares\nsubject  to  each  such  Option,  the  exercise  price,  date  of grant, vesting\nschedule,  expiration  date and terms regarding the acceleration of vesting, and\n(ii)  all  stock  option  plans  and  other equity-related plans of AV or any AV\nSubsidiary.\n\n          (g)     As  of  the  date  hereof, Options to purchase an aggregate of\n9,794,554  shares  of  AV  Common  Stock  are  outstanding.\n\n     3.4     Authorization of Agreement .  Compaq, Digital and AV (collectively,\n             --------------------------\n\"CDA\")  have  all requisite corporate power and authority to execute and deliver\nthis  Agreement and each instrument required hereby to be executed and delivered\nby  them  at  the Closing, to perform their obligations hereunder and thereunder\nand  to  consummate  the  transactions  contemplated  hereby  and  thereby.  The\nexecution  and  delivery  by  CDA of this Agreement and each instrument required\nhereby  to  be executed and delivered by them at the Closing and the performance\nof  their  obligations  hereunder  and  thereunder  have  been  duly and validly\nauthorized by all requisite corporate action on the part of CDA.  This Agreement\nhas  been  duly  executed  and delivered by CDA and, assuming due authorization,\nexecution  and  delivery  hereof  by  the  Buyers,  constitutes legal, valid and\nbinding  obligations  of  CDA,  enforceable  against  CDA in accordance with its\nterms,  subject to bankruptcy, insolvency, reorganization, moratorium or similar\nLaws  now  or  hereafter in effect relating to creditors' rights generally or to\ngeneral  principles  of  equity.\n\n     3.5     Consents  and Approvals No Violations .  Except for the Consents as\n             -------------------------------------\nmay be required under the HSR Act and the filing of the Certificate of Merger as\nrequired  by  the  DGCL,  none of the execution, delivery or performance of this\nAgreement  by  CDA,  or  the  consummation  by  CDA  of  any of the transactions\ncontemplated  hereby  will  (i)  conflict  with  or  result in any breach of any\nprovision  of  the  Organizational Documents of CDA, (ii) require any Consent of\nany  Governmental  Entity,  (iii)  require  any  Consent  of  any  other  Person\n(including  consents  from  parties  to  loans,  Contracts,  leases  and  other\nagreements  to  which  AV,  Digital  or any affiliate of AV is a party), (iv) or\nresult in a violation or breach of, or constitute (with or without due notice or\nthe  passage  of  time  or  both)  a  default  (or  give  rise  to  any right of\ntermination,  amendment,  cancellation or acceleration) under, any of the terms,\nconditions  or  provisions  of  any  Contract,  or (v) violate any Law, Order or\nPermit  applicable  to  CDA or any of their properties or assets, excluding from\nthe foregoing clauses (iii), (iv) and (v) such absences of consents, violations,\nbreaches  or defaults which would not, individually or in the aggregate, have an\nAV  Material  Adverse Effect or adversely affect CDA's ability to consummate the\nTransaction.\n\n     3.6     Financial  Statements  .  Compaq  has  delivered  to CMGI and Newco\n             ---------------------\ncopies  of  the following draft financial statements prepared by management on a\ncarve-out  basis  which  have  not  been  reviewed  or  audited  by  independent\naccountants  (collectively  the  \"AV  Financial  Statements\"):\n\n          (a)     statements  of  operations  and cash flows for the years ended\nDecember  31,  1996  and  December 31, 1997 and the period commencing January 1,\n1998  and  ending  June  11,  1998  for  the  AltaVista  division  of  Digital;\n\n          (b)     a  balance  sheet  as  at  December 31, 1997 for the AltaVista\ndivision  of  Digital;  and\n\n          (c)     a  balance  sheet  as  at  December 31, 1998 and statements of\noperations  and  cash  flows  for the period commencing June 12, 1998 and ending\nDecember  31,  1998  for  the  AltaVista  division  of  Digital.\n\nExcept  for  (a) the fact that the AV Financial Statements do not contain all of\nthe  required  adjustments relating to the final allocation of purchase price in\nconnection  with  the  acquisitions  by  Compaq  of  Digital,  (b)  any non-cash\ncompensatory charges related to stock compensation arrangements, (c) other final\nadjustments,  which  other final adjustments will not be material in amount, and\n(d) the fact that the notes are in draft form and not complete, the AV Financial\nStatements  have  been prepared in conformity with GAAP on a carve-out basis and\npresent  fairly  the  financial  position  of the AltaVista division as at their\nrespective dates and the statements of operations and cash flows for the periods\npresented  therein.\n\n     3.7     Absence of Certain Changes or Events .  Since December 31, 1998 (i)\n             ------------------------------------\nthe  AV  Business  has  been  carried  on  only in the ordinary and usual course\nconsistent  with  past  practice  and  (ii)  there  has  not occurred any event,\ndevelopment  or  change which, individually or in the aggregate, has resulted in\nor  is  reasonably  likely  to  result  in  an  AV  Material  Adverse  Effect.\n\n     3.8     Litigation  .  There  is no Litigation pending, or to the Knowledge\n             ----------\nof Compaq, Digital or AV, threatened, against or involving AV, any AV Subsidiary\nor  any  of  their respective assets or the AV Business, which is not a Retained\nLiability  (as  defined  in  the  Assignment  Agreement).\n\n     3.9     Compliance  with Laws .  Each of CDAS is, and since January 1, 1997\n             ---------------------\nhas  been, in compliance, with respect to AV Business, with all applicable Laws,\nexcept  for  any violations which would not reasonably be expected to have an AV\nMaterial  Adverse  Effect.  Since January 1, 1997, none of CDAS has received any\nnotice  or  other  communication  (whether  written  or  oral)  from  any Person\nregarding  any actual, alleged, possible or potential violation of or failure to\ncomply  with  any Law with respect to the AV Business, except in connection with\nRetained Liabilities (as defined in the Assignment Agreement) and for violations\nwhich  do  not, and would not reasonably be expected to have, individually or in\nthe  aggregate,  an  AV  Material  Adverse  Effect.\n\n     3.10     Environmental  Matters  .   Except  as is not reasonably likely to\n              ----------------------\nresult  in  an  AV  Material  Adverse  Effect:\n\n          (a)     AV,  each  of the AV Subsidiaries and the AV Business (i) have\nbeen  and  are  in  compliance with all applicable Environmental Laws; (ii) have\nobtained  all  Permits  required  for  the  operation of their businesses by any\napplicable Environmental Law (collectively \"Environmental Permits\") and all such\nEnvironmental  Permits  are  in  full  force and effect, no appeal nor any other\naction  is  pending  to  revoke  any such Environmental Permit; and (iii) are in\ncompliance  with  all  such  Environmental  Permits,  and have filed in a timely\nmanner  all  applications  to  renew such Environmental Permits or to obtain new\nEnvironmental  Permits  to  the extent such applications are currently required.\n\n          (b)     There has been no Release of any Hazardous Material that would\nreasonably  be likely to form the basis of any Environmental Claim against AV or\nany  AV Subsidiary at the properties owned or leased by AV, any AV Subsidiary or\nthe  AV Business (the \"AV Properties\").  AV Properties are not, to the Knowledge\nof  CDAS  adversely affected by any Release or threatened Release of a Hazardous\nMaterial  originating  or  emanating  from  any  other  property.  There were no\nReleases  of Hazardous Materials on properties formerly owned or operated by AV,\nany  AV  Subsidiary  or the AV Business, or any predecessors thereof, during the\nperiod of such operation or ownership, that would reasonably be likely to result\nin  an  Environmental  Claim  against  AV  or  any  AV  Subsidiary.\n\n          (c)     Neither  AV,  any  AV  Subsidiary  nor  AV  Business  has\nmanufactured,  used,  generated,  stored,  treated,  transported,  disposed  of,\nreleased,  or  otherwise  managed  any  Hazardous  Material  at  any  of  the AV\nProperties.\n\n          (d)     Neither  AV,  any  AV  Subsidiary nor AV Business: (i) has any\nliability for response or corrective action for natural resources damage, or any\nother  harm  pursuant  to  any  Environmental  Law,  (ii)  is subject to, or has\nKnowledge  of, any Environmental Claim involving AV or any AV Business, or (iii)\nhas  any  Knowledge  of  any condition or occurrence at any of the AV Properties\nwhich  could  form  the  basis  of  an  Environmental  Claim  against AV, any AV\nSubsidiary  or  any  AV  Business,  or  any  of  the  AV  Properties.\n\n          (e)     The  AV  Properties  are  not  subject  to  any, and AV has no\nKnowledge  of  any,  imminent  restriction  on  the ownership, occupancy, use or\ntransferability  of  the  AV Properties in connection with any (i) Environmental\nLaw  or  (ii)  Release  or  threatened  Release  of  any  Hazardous  Material.\n\n          (f)     There  are no conditions or circumstances at the AV Properties\nthat  pose  a risk to the environment or the health and safety of any Person, or\nwould  require  any  remedial  action.\n\n          (g)     Neither AV, any AV Subsidiary nor AV Business has been subject\nto  any  inquiry  or request for information related to its disposal, treatment,\nstorage  or  recycling, or the arrangement for said activities, of any Hazardous\nMaterial  or  waste,  at  any  property  other  than  the  AV  Properties.\n\n          (h)     To  the  Knowledge of AV, neither AV, any AV Subsidiary nor AV\nBusiness  or any predecessor thereto has disposed, recycled, treated, stored, or\narranged  for  said  activities,  at any property that is listed or proposed for\nlisting  on  the  Federal National Priorities List, the Federal CERCLIS list, or\nany  list  compiled pursuant to state statutes or Laws that are analogous to the\nFederal Comprehensive Environmental Response, Compensation and Liability Act, 42\nU.S.C.   9601  et  seq.\n\n          (i)     The  AV  Properties  do  not  contain  any underground storage\ntanks,  landfills,  electrical  equipment  containing polychlorinated biphenyls,\nsurface  impoundments, friable asbestos-containing materials, or hazardous waste\ntreatment,  storage  or  disposal  units  that  either  have or require a Permit\npursuant  to  any  Law.\n\n          (j)     Since  January  1,  1997,  neither  AV nor any AV Business has\nreceived communication (written or oral) that alleges that AV or any AV Business\nis  not  in  compliance  with  any  Environmental  Law.\n\n     3.11     Intellectual  Property  .\n              ----------------------\n\n          (a)     To the Knowledge of CDAS, CDAS with respect to the AV Business\nown  or  otherwise  have the right to use all Intellectual Property necessary to\n(a)  provide  the  services  currently  provided,  and  currently  planned to be\nprovided, by the AV Business, AV and its Subsidiaries to third parties; (b) use,\nmanufacture,  copy,  modify,  market  and distribute the products currently, and\ncurrently  planned  to  be,  manufactured, marketed, sold, licensed or otherwise\ndistributed  by the AV Business, AV and its Subsidiaries; and (c) to operate the\ninternal  systems  of the AV Business, AV and its Subsidiaries that are material\nto  the  business  or  operations  of  the AV Business, AV and its Subsidiaries,\nincluding  without  limitation,  computer  hardware  systems  and  software\napplications. Except for third party licenses that are not assignable, each item\nof  such  Intellectual  Property  will  be  owned  or available for use by Newco\nimmediately  following  the  Closing  on  substantially  identical  terms  and\nconditions  as  it  was  available  to  the AV Business immediately prior to the\nClosing,  except  where  the failure to own or have available for use such item,\nindividually  or in the aggregate, could not reasonably be expected to result in\nan  AV  Material  Adverse Effect.  For purposes of this Agreement, \"Intellectual\nProperty\"  shall  mean  any and all of the following: trademarks, service marks,\ntrade  names,  Internet  domain  names,  designs,  logos,  slogans,  and general\nintangibles  of  like  nature,  together  with  all  goodwill, registrations and\napplications  related  to  the  foregoing;  patents  and  patent  applications\n(including  any  continua-tions,  divisions,  continuations-in-part,  renewals,\nreissues,  and  applications  for  any  of  the  foregoing),  industrial  design\nregistrations  and  applications  (including  any  renewals thereof); copyrights\n(including  any  registrations  and  applications  therefor  );  software; data;\ndocumentation;  \"mask  works\"  (as  defined  under  17  USC   901)  and  any\nregistrations  and  applications for \"mask works\"; technology, trade secrets and\nother  confidential  information,  know-how,  proprietary  processes,  formulae,\nalgorithms,  models  and  methodologies;  and  other  property  of  like nature.\n\n          (b)     To  the  Knowledge  of CDAS, the activities and the conduct of\nthe AV Business do not infringe upon, violate or constitute the unauthorized use\nof  the  intellectual  property rights of any third party.   There is no pending\nor,  to  the  Knowledge of CDAS, threatened (in writing) Claim before any court,\nagency,  arbitral  tribunal,  or  registration authority in any jurisdiction (i)\ninvolving  any  item of Intellectual Property owned or used by CDAS with respect\nto  the  AV Business, (ii) alleging that the activities or the conduct of the AV\nBusiness  does or will infringe upon, violate or constitute the unauthorized use\nof the intellectual  property rights of any third party or (iii) challenging the\nownership,  use,  validity, enforceability or registrability of any Intellectual\nProperty by CDAS with respect to the AV Business, except for such Claims as have\nnot  resulted and could not reasonably be expected to result, individually or in\nthe  aggregate,  in  an  AV  Material Adverse Effect.  There are no settlements,\nforebearances  to  sue,  consents,  judgments,  or orders or similar obligations\n(other  than  license  agreements  in the ordinary course of business) which (a)\nrestrict  the  rights  of  CDAS  to  use any material Intellectual Property with\nrespect to the AV Business, (b) restrict the AV Business in order to accommodate\na  third party's intellectual property rights or (c) permit third parties to use\nany  material  Intellectual  Property  owned  by  CDAS  with  respect  to the AV\nBusiness.\n\n          (c)     To  the  Knowledge  of  CDAS,  no  third  party  is  making\nunauthorized  use  of  or  infringing  in any material respect upon any material\nIntellectual  Property  owned  by  CDAS  with  respect  to  the  AV  Business.\n\n          (d)     CDAS  have  taken  commercially  reasonable actions to protect\neach item of material Intellectual Property owned by any of them with respect to\nthe  AV Business, except where the failure to take such actions has not resulted\nand  could  not  reasonably  be  expected  to  result,  individually  or  in the\naggregate,  in  an  AV  Material  Adverse  Effect.\n\n          (e)     None  of CDAS is in violation of any agreement relating to any\nIntellectual  Property  with  respect  to  the  AV  Business,  except  for  such\nviolations as have not resulted, and could not reasonably be expected to result,\nindividually  or  in  the  aggregate,  in  an  AV  Material Adverse Effect.  The\nconsummation of the transactions contemplated hereby will not result in the loss\nor  impairment  of  the  rights  of  any  of  CDAS  to  own,  use or enforce any\nIntellectual  Property used in its business or operations with respect to the AV\nBusiness,  except where such loss or impairment could not reasonably be expected\nto  result,  individually or in the aggregate, in an AV Material Adverse Effect.\n\n          (f)     To  the  Knowledge  of  CDAS,  none  of CDAS has disclosed the\nsource  code  for  any  of  the software owned by any of CDAS and used in the AV\nBusiness  (the  \"Software\")  or  other  confidential  information  constituting,\nembodied  in  or  pertaining  to  the  Software  to any person or entity, except\npursuant  to  nondisclosure  agreements,  and  CDAS  have  taken  reasonable\ncommercially  reasonable  measures  to  prevent  disclosure of such source code.\n\n     3.12     Year  2000 .  All Systems used in the AV Business or used by AV or\n              ----------\nits  Subsidiaries  are, or will be prior to August 31, 1999, Year 2000 Compliant\nand,  to  the  Knowledge of CDAS, all Systems used by the material suppliers and\nfacilities  providers of the AV Business are Year 2000 Compliant, except in each\ncase  for  failures  to  be  Year  2000  Compliant  that, individually or in the\naggregate,  have not resulted  and could not reasonably be expected to result in\nan  AV  Material  Adverse  Effect.  For  purposes  of this Agreement, \"Year 2000\nCompliant\"  means  that  the  Systems  (i)  accurately  receive,  record, store,\nprovide,  recognize  and process date data (including calculating, comparing and\nsequencing) from, into and between the twentieth and twenty-first centuries, the\nyears  1999  and  2000, and leap year calculations, (ii) operate accurately with\notherwise  compatible  software and hardware that use four-digit date format for\nrepresentation of the year, and (iii) will not malfunction, cease to function or\nprovide invalid or incorrect results as a result of (x) the change of years from\n1999  to 2000, (y) date data, including date data which represents or references\ndifferent  centuries,  different  dates  during  1999 and 2000, or more than one\ncentury  or  (z)  the  occurrence  of  any  particular  date.\n\n     3.13     ERISA  Compliance  .\n              -----------------\n\n          (a)     For purposes of this Agreement, the following terms shall have\nthe  following  meanings:\n\n               (i)     \"Employee  Benefit  Plan\"  means  any  \"employee  pension\nbenefit  plan\"  (as  defined  in  Section  3(2) of ERISA), any \"employee welfare\nbenefit  plan\"  (as  defined in Section 3(1) of ERISA), and any other written or\noral  plan,  agreement  or  arrangement  (excluding  agreements  with individual\nemployees)  involving  compensation,  including  without  limitation  insurance\ncoverage,  severance  benefits,  disability  benefits,  deferred  compensation,\nbonuses,  stock  options,  stock  purchase, phantom stock, stock appreciation or\nother forms of incentive compensation or post-retirement compensation maintained\nor  contributed to by AV, any AV Subsidiary, or any ERISA Affiliate with respect\nto  present  or  former  employees  of  AV  or  any  AV  Subsidiary.\n\n               (ii)     \"ERISA\"  means  the  Employee Retirement Income Security\nAct  of  1974,  as  amended.\n\n               (iii)     \"ERISA  Affiliate\" means any entity which is, or at any\napplicable  time  was,  a  member  of (1) a controlled group of corporations (as\ndefined  in  Section  414(b)  of  the Code), (2) a group of trades or businesses\nunder  common  control  (as  defined  in  Section 414(c) of the Code), or (3) an\naffiliated  service  group  (as  defined under Section 414(m) of the Code or the\nregulations under Section 414(o) of the Code), any of which includes or included\nAV  or  any  of  its  Subsidiaries.\n\n          (b)     Section  3.13(b)  of the Compaq Disclosure Schedule contains a\ncomplete  and accurate list of all Employee Benefit Plans.  All Employee Benefit\nPlans  are  in  compliance with all applicable provisions of ERISA and the Code.\nAV,  the  AV  Subsidiaries,  and  the  Employee  Benefit  Plans  do not have any\nliabilities  or  obligations with respect to the Employee Benefit Plans, whether\nor  not  accrued, contingent or otherwise, except (a) as previously disclosed in\nwriting  to  CMGI,  and  (b)  for  instances  of noncompliance or liabilities or\nobligations  that  would  not,  individually  or  in  the  aggregate, have an AV\nMaterial  Adverse  Effect.  Other  than  acceleration  of vesting of options, no\nemployee  of  AV  or  any of its Subsidiaries will be entitled to any additional\nbenefits  or  any acceleration of the time of payment or vesting of any benefits\nunder  any Employee Benefit Plan as a result of the transactions contemplated by\nthis  Agreement,  either  alone  or  in  combination  with  another  event.\n\n          (c)     Neither  AV,  any of its Subsidiaries, nor any ERISA Affiliate\nhas  ever maintained an Employee Benefit Plan subject to Section 412 of the Code\nor  Title  IV  of  ERISA.\n\n          (d)     No  Employee  Benefit  Plan  is  funded by, associated with or\nrelated  to  a \"voluntary employee's beneficiary association\" within the meaning\nof  Section  501(c)(9)  of  the  Code.\n\n          (e)     Section  3.13(e)  of  the Compaq Disclosure Schedule discloses\neach:  (i)  agreement with any director, executive officer or other key employee\nof AV or any of the AV Subsidiaries (A) the benefits of which are contingent, or\nthe  terms of which are materially altered, upon the occurrence of a transaction\ninvolving  AV  or  any  of  the  AV  Subsidiaries  of  the  nature of any of the\ntransactions  contemplated  by  this  Agreement,  (B)  providing  any  term  of\nemployment  or  compensation  guarantee  or  (C) providing severance benefits or\nother  benefits  after the termination of employment of such director, executive\nofficer  or  key  employee;  (ii) agreement, plan or arrangement under which any\nperson  may  receive  payments from AV or any of the AV Subsidiaries that may be\nsubject  to  the  tax  imposed  by  Section  4999 of the Code or included in the\ndetermination  of  such  person's  \"parachute payment\" under Section 280G of the\nCode;  and  (iii)  agreement  or  plan binding AV or any of the AV Subsidiaries,\nincluding  without  limitation  any  stock option plan, stock appreciation right\nplan,  restricted  stock  plan,  stock  purchase plan, severance benefit plan or\nEmployee  Benefit  Plan,  any of the benefits of which will be increased, or the\nvesting  of  the benefits of which will be accelerated, by the occurrence of any\nof  the  transactions  contemplated by this Agreement or the value of any of the\nbenefits  of  which  will  be calculated on the basis of any of the transactions\ncontemplated  by  this  Agreement.\n\n          (f)     All  Options  are  subject  to  a right of first refusal and a\nbuyback  right  upon  termination  of  employment  of  the  optionee.\n\n     3.14     Brokers  .  No  broker,  finder, investment banker or other Person\n              -------\n(other  than  Greenhill  &amp; Co.,  LLC  and Morgan Stanley &amp; Co. Incorporated) is\nentitled  to  any  brokerage,  finder's or other fee or commission in connection\nwith  the  transactions  contemplated  by this Agreement based upon arrangements\nmade  by  or  on  behalf  of  any  of  CDAS.\n\n     3.15     Opinion  of  Financial Advisor .  The Board of Directors of Compaq\n              ------------------------------\nhas  received  the  opinions  of  Greenhill  &amp; Co., LLC and Morgan Stanley &amp; Co.\nIncorporated,  Compaq's  financial advisor, substantially to the effect that the\nconsideration  to  be  paid  by  CDAS for the shares which Digital is to receive\npursuant  to  this  Agreement  is fair to Compaq from a financial point of view.\n\n     3.16     Taxes  .\n              -----\n\n          (a)     Each  of  the  Companies  has  timely  filed  all material Tax\nReturns  that it was required to file, and all such Tax Returns were correct and\ncomplete in all material respects.  Each group of corporations with which any of\nthe  Companies  has  filed  (or  was  required  to file) consolidated, combined,\nunitary  or  similar  Tax  Returns,  other than the Compaq Group (an \"Affiliated\nGroup\")  has  timely filed all material Tax Returns that it was required to file\nwith  respect  to  any period in which any of the Companies was a member of such\nAffiliated  Group  (an \"Affiliated Period\"), and all such Tax Returns were true,\ncorrect  and  complete in all material respects.  Each of the Companies has paid\nall  material Taxes (whether or not shown on such Tax Returns) that were due and\npayable  and  each  Affiliated Group has paid all material Taxes (whether or not\nshown  on  such  Tax  Returns)  that  were  due  and payable with respect to all\nAffiliated  Periods.  All  Taxes that any of the Companies is or was required by\nlaw  to  withhold  or  collect  have been duly withheld or collected and, to the\nextent required, have been paid to the proper taxing authority, except where the\nfailure  to  withhold  or collect could not reasonably be expected to have an AV\nMaterial  Adverse  Effect.\n\n          (b)     Compaq's  taxable  year ends November 30.  Each of AV, SDC and\nZIP2 joined the Compaq Group in the taxable year beginning December 1, 1998.  No\nexamination  or audit of any Tax Return of the Companies or any Affiliated Group\nwith  respect to an Affiliated Period by any Governmental Entity is currently in\nprogress or, to the Knowledge of the Companies and the members of any Affiliated\nGroup, threatened or contemplated.  None of the Companies nor the members of any\nAffiliated  Group  has  been  informed by any jurisdiction that the jurisdiction\nbelieves  that any of the Companies or the Affiliated Group was required to file\nany  Tax  Return  that  was  not  filed.\n\n          (c)     None  of  the Companies or any Affiliated Group has waived any\nstatute  of  limitations with respect to Taxes or agreed to an extension of time\nwith  respect  to  a  Tax  assessment  or  deficiency.\n\n          (d)     None of the Companies is a \"consenting corporation\" within the\nmeaning  of  Section  341(f)  of  the Code, and none of the assets of any of the\nCompanies  is  subject  to  an  election  under  Section  341(f)  of  the  Code.\n\n          (e)     None  of the assets, or any beneficial interest therein, to be\ntransferred to Newco pursuant to this Agreement, has been transferred by Digital\nto  any  of  its  Subsidiaries  prior  to  the  Closing.\n\n          (f)     None  of  the  Companies has any actual or potential liability\nfor any Taxes of any person (other than the Companies) under Treasury Regulation\nSection  1.1502-6 (or any similar provision of federal, state, local, or foreign\nlaw),  or  as  a  transferee  or  successor,  by  contract,  or  otherwise.\n\n          (g)     None  of the Companies has undergone a change in its method of\naccounting  resulting in an adjustment to its taxable income pursuant to Section\n481(h)  of  the  Code.\n\n          (h)     None  of the Companies is or has been required to make a basis\nreduction  pursuant  to  Treasury  Regulation  Section  1.1502-20(b) or Treasury\nRegulation  Section  1.337(d)-2(b).\n\n          (i)     None  of Compaq, Digital or the Companies knows of any fact or\nhas  taken  any  action  that  could  reasonably  be  expected  to  prevent  the\ncontributions  referenced  in  Section  1.2  from  constituting  a  transaction\ndescribed  in  Section  351  of  the  Code.\n\n     3.17     Information  in  Proxy Statement .  The information to be provided\n              --------------------------------\nto  CMGI  by  Compaq for inclusion in the Proxy Statement to be mailed to CMGI's\nshareholders  with  respect  to  the  Conversion  will  not  contain  any untrue\nstatement  of  a material fact or omit to state any material fact required to be\nstated  therein  or  necessary  in  order  to  make  the  statements made in the\ninformation  to  be  provided by Compaq, in the light of the circumstances under\nwhich  they  were  made,  not  misleading.\n\n     3.18     Undisclosed  Liabilities  .  None  of CDAS, with respect to the AV\n              ------------------------\nBusiness,  has  any  liability  (whether absolute or contingent), except for (a)\nliabilities  shown  on  the most recent balance sheet referred to in Section 3.6\n(the  \"Most  Recent Balance Sheet\"), (b) liabilities which have arisen since the\ndate  of  the  Most Recent Balance Sheet in the ordinary course of business, (c)\ncontractual  and  other  liabilities incurred in the ordinary course of business\nwhich  are  not  required  by  GAAP  to  be  reflected  on  a balance sheet, (d)\nliabilities  of  SDC  and  ZIP2, (e) compensation expense in connection with the\nissuance  of Options and (f) liabilities which would not reasonably be expected,\nindividually  or  in  the  aggregate,  to  have  an  AV Material Adverse Effect.\n\n     3.19     Assets .  Except as would reasonably not be expected to have an AV\n              ------\nMaterial  Adverse Effect, Newco, after the consummation of the Transaction, will\nown or lease all tangible assets necessary for the conduct of the AV Business as\npresently  conducted.  Each  such  tangible  asset which is personal property is\nfree  from  material  defects,  has  been  maintained  in accordance with normal\nindustry  practice, is in good operating condition and repair (subject to normal\nwear  and tear) and is suitable for the purposes for which it is presently used,\nother  than  defects  and  failures  which  would  not,  individually  or in the\naggregate,  have  an AV Material Adverse Effect.  Except as would reasonably not\nbe  expected  to  have  an AV Material Adverse Effect, no material asset of CDAS\nwith  respect  to  the  AV  Business  is  subject  to  any  Lien.\n\n     3.20     Owned  Real  Property  .  Section  3.20  of  the Compaq Disclosure\n              ---------------------\nSchedule lists all real property owned by any of CDAS which is used primarily in\nthe  AV  Business.  With  respect  to  each  parcel of such owned real property,\nNewco,  after  the  consummation  of  the  Transaction, will have good and clear\nrecord  and  marketable title to such parcel, free and clear of any Lien, except\nfor  easements,  covenants and other restrictions which do not materially impair\nthe  uses  and  occupancy  of  such parcel, and a lease to a portion of property\nreferenced  in  the  Compaq  Disclosure  Schedule.\n\n     3.21     Contracts  .\n              ---------\n\n          (a)     Section 3.21 of Compaq Disclosure Schedule lists the following\nagreements  (written  or  oral)  to  which  any  of  CDAS with respect to the AV\nBusiness  is  a  party  as  of  the  date  of  this  Agreement:\n\n               (i)     any  agreement,  or  group  of  related agreements, which\ninvolves  more  than  $1,000,000;\n\n               (ii)    any  agreement under which the AV Business,  AV or any AV\nSubsidiary  has  incurred,  assumed  or  guaranteed, or may assume or guarantee,\nindebtedness  for  borrowed  money  (including capitalized lease obligations) of\nmore  than  $1,000,000;\n\n               (iii)   any agreement restricting the AV Business,  AV or any  AV\nSubsidiary  from  competing  in  any  manner;\n\n               (iv)    any  agreement  with  an  officer  or director of the  AV\nBusiness;  and\n\n               (v)     any  agreement under which the consequences of a  default\nor  termination  would  be  reasonably  expected  to have an AV Material Adverse\nEffect.\n\n          (b)     Compaq  has  made  available  to CMGI a copy of each agreement\nlisted in Section 3.21 of the Compaq Disclosure Schedule.  None of CDAS, nor, to\nthe Knowledge of CDAS, any other party, is in breach or violation of, or default\nunder, any such agreement, which would reasonably be expected to result in an AV\nMaterial  Adverse  Effect.\n\n\n                                   ARTICLE IV\n\n                    COVENANTS RELATING TO CONDUCT OF BUSINESS\n\n     4.1     Funding  of  the  AV  Business  .\n             ------------------------------\n\n          (a)     During  the  period  prior  to  the  Closing Date, Compaq will\nprovide cash for the AV Business in monthly amounts equal to one-third of the AV\nBudget  (as  previously  furnished  to  CMGI)  for  the applicable quarter.  Any\nfunding  in  excess  of  that  amount  shall be subject to agreement by CMGI and\nCompaq.\n\n          (b)     On  the  Closing  Date and prior to the Effective Time, Compaq\nwill make a cash capital contribution to the AV Business or the AV Business will\npay  a  cash  dividend  (or  otherwise  transfer  cash)  to Compaq such that the\nremainder  of  the  cash  and  cash  equivalents  of  the  AV Business minus its\nindebtedness  for  borrowed  money  will  be  equal  to  zero.\n\n     4.2     Conduct of the AV Business .  Except as set forth in Section 4.2 of\n             --------------------------\nthe  Compaq  Disclosure  Schedule,  during  the  period  from  the  date of this\nAgreement  to the Closing Date (unless CMGI shall otherwise agree in writing and\nexcept  as  otherwise  contemplated  by  this  Agreement), CDAS will conduct the\noperations of the AV Business in the ordinary course of business consistent with\npast  practice  and  shall  use  all  reasonable  efforts to preserve intact its\ncurrent  business  organizations,  keep  available the services of their current\nofficers  and  employees,  maintain  its  material  contracts  and  preserve its\nrelationships with customers, suppliers and others having business dealings with\nit.  Without  limiting  the generality of the foregoing, and except as otherwise\ncontemplated  by  this  Agreement,  or as set forth in Section 4.2 of the Compaq\nDisclosure  Schedule,  or  as agreed to in writing by CMGI, CDAS with respect to\nthe  AV  Business  agree  that:\n\n          (a)     Issuance  of  Securities.  Except  for  issuing  options  to\n                  ------------------------\npurchase  up  to  500,000  shares of stock under the AltaVista 1999 Stock Option\nPlan  (upon  terms  to  be  mutually  approved  by  CMGI), neither AV nor any AV\nSubsidiary  shall  issue,  sell,  grant,  dispose of or authorize or propose the\nissuance,  sale  or disposition of (i) any additional shares of capital stock of\nany  class,  or  any securities or rights convertible into, exchangeable for, or\nevidencing  the  right  to  subscribe  for  any  shares of capital stock, or any\nrights,  warrants,  options,  calls,  commitments or any other agreements of any\ncharacter  to  purchase or acquire any shares of capital stock or any securities\nor  rights  convertible  into,  exchangeable  for,  or  evidencing  the right to\nsubscribe  for,  any  shares  of  capital  stock or (ii) any other securities in\nrespect  of,  in lieu of, or in substitution for, shares outstanding on the date\nhereof.\n\n          (b)     Restructuring.  Neither AV nor any AV Subsidiary shall adopt a\n                  -------------\nplan  of  complete  or  partial liquidation, dissolution, merger, consolidation,\nrestructuring,  recapitalization  or  other  reorganization.\n\n          (c)     Governing  Documents.  Except  for  an  amendment  to  the  AV\n                  --------------------\nCertificate  of  Incorporation to increase its authorized common stock, AV shall\nnot  adopt  any  amendments  to  its  Organizational Documents, or alter through\nmerger,  liquidation,  reorganization, restructuring or in any other fashion its\ncorporate  structure  or  ownership  of  any  AV  Subsidiary.\n\n          (d)     No  Acquisitions.  None  of  CDAS,  with  respect  to  the  AV\n                  ----------------\nBusiness,  shall  acquire  or  agree  to acquire (i) by merging or consolidating\nwith,  or  by purchasing a substantial portion of the assets of, or by any other\nmanner, any business or any corporation, limited liability company, partnership,\nassociation  or  other  business  organization  or  division thereof or (ii) any\nassets  that, individually or in the aggregate, are material to the AV Business.\n\n          (e)     No  Dispositions.  Except  in  the ordinary course of business\n                  ----------------\nconsistent  with  past  practice,  neither  AV nor any AV Subsidiary shall sell,\nlease, license or otherwise encumber or subject to any Lien or otherwise dispose\nof  any  of  its  properties  or  assets  with  respect  to  the  AV  Business.\n\n          (f)     Capital  Expenditures.  None  of CDAS shall commit to make any\n                  ---------------------\ncapital  expenditures  with  respect  to  the  AV  Business relating to a single\nproject  in  excess  of $1,000,000 or in the aggregate in excess of $15,000,000.\n\n          (g)     Employee  Matters.  Except as required by Law or in accordance\n                  -----------------\nwith  this  Agreement,  none of CDAS, with respect to the AV Business, shall (i)\nincrease  the  compensation  of  any  of  its  respective  employees, other than\nnon-officer  employees  in  the ordinary course of business consistent with past\npractice  as to both frequency and amount, (ii) amend or enter into any Contract\nwith  any  of  its  respective  employees  regarding  his  or  her  employment,\ncompensation  or  benefits, other than offer letters to prospective employees in\nthe  ordinary  course of business and stock options permitted by Section 4.2(a),\nor  (iii)  adopt  any  employee benefit plan as defined in Section 3(3) of ERISA\n(\"Plan\"),  arrangement  or  policy  which would become a Plan or amend any Plan.\n\n          (h)     Liens.  None  of  CDAS  shall  create,  incur  or  assume  any\n                  -----\nmaterial  Lien  on any of their material assets with respect to the AV Business.\n\n          (i)     Claims.  None  of CDAS shall settle any material claim, action\n                  ------\nor proceeding involving money damages or waive or release any material rights or\nclaims  with  respect  to  the  AV  Business,  except  in the ordinary course of\nbusiness.\n\n          (j)     Representations  and  Warranties.  Neither Compaq nor AV shall\n                  --------------------------------\n(i)  take,  or  agree  or  commit  to  take  any  action  that  would  make  any\nrepresentation  and  warranty  of  Compaq  and  AV  hereunder  inaccurate in any\nmaterial  respect  on  the Closing Date, or (ii) omit, or agree to omit, to take\nany  action  necessary to prevent any such representation or warranty from being\ninaccurate  in any material respect on the Closing Date; provided, however, that\n                                                         --------  -------\nCompaq  and  AV shall be permitted to take or omit to take such action which can\nbe  cured,  and  in  fact  is  cured,  at  or  prior  to  the  Closing  Date.\n\n          (k)     Intellectual Property.  None of CDAS shall transfer or license\n                  ---------------------\nto  any  Person  any  rights  to  Intellectual Property used primarily in the AV\nBusiness,  other  than  to  customers  in  the  ordinary  course  of  business.\n\n          (l)     Contracts.  None  of  CDAS  shall  enter into (i) any Contract\n                  ---------\nwhich,  if  entered  into  prior  to the date of this Agreement, would have been\nrequired  to  be  disclosed in Section 3.21 of the Compaq Disclosure Schedule or\n(ii)  any  Contract with a party other than a majority-owned CMGI Subsidiary for\nservices  to  be  used  in  the AV Business that could be provided on reasonably\ncomparable  terms  from  a  majority-owned  CMGI  Subsidiary.\n\n          (m)     No  Agreements.  None of CDAS shall enter into any Contract to\n                  --------------\ndo  any  of  the  foregoing.\n\n     4.3     Conduct  of Business of CMGI.  CMGI shall not (i) take, or agree or\n             ----------------------------\ncommit  to  take  any  action that would make any representation and warranty of\nCMGI  hereunder  inaccurate in any material respect on the Closing Date, or (ii)\nomit,  or  agree  to  omit,  to  take  any  action necessary to prevent any such\nrepresentation  or warranty from being inaccurate in any material respect on the\nClosing Date; provided, however, that CMGI shall be permitted to take or omit to\n              --------  -------\ntake  such  action  which can be cured, and in fact is cured, at or prior to the\nClosing  Date.\n\n\n                                   ARTICLE V\n\n           SALE OF SHARES; BOARD MEMBERSHIP; VOTING AGREEMENT; STANDSTILL\n\n     5.1     Lock-Up  .  Without  the  prior  written  consent  of CMGI, neither\n             -------\nCompaq  nor  any  of  its  Subsidiaries  may offer to sell, contract to sell, or\notherwise  sell,  dispose  of,  loan,  pledge, transfer or grant any rights with\nrespect  to,  or  enter  into  any  short  sale  or  otherwise  hedge  against\n(collectively,  a \"Share Disposition\") any Acquisition Shares on or prior to the\nfirst anniversary of the Closing Date; provided, however, that the provisions of\n                                       --------  -------\nthis  Section  5.1 shall not prohibit any Share Disposition among Compaq and its\nSubsidiaries,  provided that any such transferee agrees to be bound by the terms\n               --------\nof  this  Agreement,  including  without limitation this Section 5.1.  After the\nfirst  anniversary  of the Closing Date, Compaq or its Subsidiaries may transfer\nor  otherwise  dispose  of  the  Acquisition  Shares  only:  (i) pursuant to the\nRegistration  Rights  Agreement, (ii) pursuant to Rule 144 promulgated under the\nSecurities  Act,  to  the  extent  applicable,  or  (iii)  pursuant to privately\nnegotiated  sales;  provided that (A) neither Compaq nor any of its Subsidiaries\n                    --------\nshall knowingly sell a number of Acquisition Shares equal to more than 5% of the\nthen  outstanding  shares  of  Common  Stock  of  CMGI  to any single Person (or\naffiliates  of such Person) other than to a broker-dealer for resale, (B) during\nthe  period  from twelve months to eighteen months after the Closing, Compaq and\nits  Subsidiaries  shall  not  sell  more than 50% of the Acquisition Shares and\nduring  the period from eighteen months to twenty-four months after the Closing,\nCompaq  and  its  Subsidiaries  shall  not sell more than 50% of the Acquisition\nShares, and (C) Compaq and its Subsidiaries shall not, other than pursuant to an\nunderwritten public offering pursuant to the Registration Rights Agreement, sell\na  number of Acquisition Shares on any day equal to more than 10% of the average\ndaily  trading  volume  for  CMGI  Common  Stock  during  the  prior  week.\n\n     5.2     Rights  of  First  Offer  .  In  the  event  of  a  proposed  Share\n             ------------------------\nDisposition  to any single Person (or affiliates of such Person) of 3,000,000 or\nmore  Acquisition  Shares  (subject  to  appropriate adjustment in the case of a\nstock  split,  stock dividend, reclassification or similar event) by (i) Compaq,\n(ii)  Subsidiaries  of  Compaq  who  shall have acquired Acquisition Shares from\nCompaq  or  any  other Subsidiaries of Compaq or (iii) Compaq and one or more of\nsuch  Subsidiaries  together,  other  than  in  connection  with  a registration\npursuant  to  the Registration Rights Agreement, Compaq or such Subsidiary shall\nfirst offer such Acquisition Shares to CMGI by delivery of a written notice (the\n\"Offer  Notice\") to CMGI specifying the number of Acquisition Shares proposed to\nbe  sold  or  transferred,  the  price  to be paid for such shares and the other\nmaterial terms and conditions of the proposed sale. CMGI shall have the right to\npurchase  all  but  not less than all of the Acquisition Shares specified in the\nOffer  Notice, which right may be exercised only by delivery to Compaq within 10\nbusiness  days  after  the  Offer  Notice shall have been delivered to CMGI of a\nwritten notice (the \"Acceptance Notice) setting forth its acceptance of Compaq's\noffer.  In  the  event that CMGI does not deliver an Acceptance Notice to Compaq\nby  the  close of business on the tenth business day following Compaq's delivery\nof an Offer Notice (the \"Last Acceptance Day\"), Compaq (or Compaq's Subsidiaries\nor Compaq and its affiliates) shall be free to sell or transfer up to the number\nof  Acquisition  Shares  specified  in  the Offer Notice for a period of 90 days\nafter  the  Last  Acceptance Day to one or more Persons; provided, however, that\n                                                         --------  -------\nany  Acquisition Shares not sold within such 90 day period shall, if proposed to\nbe  sold  or  transferred  in  sale or transfer of 3,000,000 or more Acquisition\nShares  (subject  to  appropriate  adjustment  in the case of stock split, stock\ndividend,  reclassification  or  similar  event), shall thereafter be offered to\nCMGI  in  accordance  with this Section 5.2.  In the event that CMGI delivers an\nAcceptance  Notice prior to the Last Acceptance Day, the closing of the purchase\nof  Acquisition  Shares  by  CMGI  shall  take  place  30 days after the date of\nAcceptance  Notice.\n\n     5.3     Registration  Rights  .  Compaq  and CMGI will at the Closing enter\n             --------------------\ninto  a  Registration Rights Agreement substantially in the form attached hereto\nas  Exhibit  D  (the  \"Registration  Rights  Agreement\").\n    ----------\n\n     5.4     Board  Designee  .\n             ---------------\n\n          (a)     The  Board  of  Directors  of CMGI (the \"Board\"), shall elect,\neffective  as  of the Effective Time, a member of the Board designated by Compaq\n(the  \"Compaq Designee\").  In connection with any meeting of the stockholders of\nNewco  at  which members of the Board are to be elected and at which the term of\nthe  Compaq  Designee  expires,  the  Board,  or the applicable committee, shall\nnominate  and  recommend  to its stockholders one Compaq Designee.  In the event\nthat  a  Compaq  Designee dies, retires, or is otherwise removed from the Board,\nthe  Board  shall  elect as a replacement a new Compaq Designee.  If at any time\nCompaq or an affiliate of Compaq owns less than 5% of the issued and outstanding\nstock of CMGI, the Compaq Designee shall resign from the Board, and Compaq shall\nno longer have any rights under this section to designate a member of the Board.\n\n          (b)     The Board of Directors of Newco (the \"AV Board\"), shall elect,\neffective  as  of  the  Effective  Time,  a member of the AV Board designated by\nCompaq  (the  \"Compaq  AV  Designee\").  In  connection  with  any meeting of the\nstockholders  of Newco at which members of the AV Board are to be elected and at\nwhich  the  term  of the Compaq AV Designee expires, the Board or the applicable\ncommittee  shall  nominate  and  recommend  to  its  stockholders  one Compaq AV\nDesignee.  In the event that a Compaq AV Designee dies, retires, or is otherwise\nremoved  from  the  AV  Board,  the  AV Board shall elect as a replacement a new\nCompaq  AV  Designee.  If  at  any time Compaq or an affiliate of AV Compaq owns\nless  than  5%  of  the  issued  and  outstanding  stock of Newco, the Compaq AV\nDesignee  shall  resign  from  the  AV Board and Compaq shall no longer have any\nrights  under  this  section  to  designate  a  member  of  the  AV  Board.\n\n     5.5     Voting  Agreement  .  On  the  date  hereof  David  S. Wetherell is\n             -----------------\nentering  into  a  Voting  Agreement.\n\n     5.6     Standstill  .  Until  June  30, 2009, neither Compaq nor any of its\n             ----------\nSubsidiaries  shall,  alone  with  others, in any manner (i) acquire or agree to\nacquire,  or  make  any proposal (or request permission to make any proposal) to\nacquire  any  securities or indirect rights, warrants to acquire any securities,\nor  any  significant  portion  of  the  assets  of,  CMGI  (other  than property\ntransferred  in the ordinary course of CMGI's business), (ii) solicit or propose\nto  solicit  proxies  from  stockholders of CMGI, (iii) form, join or in any way\nparticipate  in  \"group\"  (within  the meaning of Section 13d(3) of the Exchange\nAct)  with  respect  to any voting securities of CMGI, (iv) publicly announce or\nrefer  to any possible business combination with CMGI or disclose any intention,\nplan  or  arrangement  for  such  a business combination, (v) participate in any\ndiscussions  or  negotiations with any third party regarding, or furnish a third\nparty with information with respect to, any such business combination, (vi) make\nany request or proposal to amend, modify or waive any provisions of this Section\n5.6  except  in  a  non-public  and confidential matter or (vi) assist any other\nperson  in doing any of the foregoing; provided, however, that the provisions of\n                                       --------  -------\nthis Section 5.6 shall cease to be binding on Compaq and its Subsidiaries in the\nevent  that  (a)  any  competitor  of  Compaq  acquires  more  than  10%  of the\noutstanding  voting  securities  of  CMGI,  (b)  a third party makes a bona fide\nunsolicited  offer, which is publicly announced, to acquire more than 10% of the\noutstanding  voting  securities  of  CMGI,  or (c) CMGI enters into an agreement\nproviding for a merger or combination as a result which all or substantially all\nthe  individuals  and  entities  that  are  holders of voting securities of CMGI\nimmediately  prior to such merger or combination own less than a majority of the\noutstanding  voting  securities of the surviving or acquiring entity immediately\nafter  such  merger  or  consolidation.\n\n     5.7     Investment  Company  Act  .  For  so  long  as  Compaq  and  its\n             ------------------------\nSubsidiaries  own 5% or more of the outstanding common stock of CMGI, CMGI shall\nuse  its  reasonable  best  efforts  to avoid becoming an investment company (as\ndefined  in  Section  3(a)  of  the  Investment  Company  Act).\n\n\n                                   ARTICLE VI\n\n                             ADDITIONAL AGREEMENTS\n\n     6.1     Stockholders'  Meeting  .\n             ----------------------\n\n          (a)     CMGI,  acting  through  its  Board  of  Directors,  shall,  in\naccordance  with  applicable  law,  as  promptly  as  practicable  following the\nexecution  of  this  Agreement:\n\n               (i)     duly  call,  give  notice  of, convene and hold a special\nmeeting  of  its  stockholders  for the purpose of considering and taking action\nupon  the  approval  of the conversion of the Series D Preferred Stock into CMGI\nCommon  Stock  (the  \"Conversion\");\n\n               (ii)    prepare  and  file with the SEC a preliminary form of the\nProxy  Statement  relating  to the Conversion and use its best efforts to obtain\nand  furnish  the  information  required  by the SEC to be included in the Proxy\nStatement  and,  after  consultation  with  Compaq,  to  respond promptly to any\ncomments  made  by  the  SEC  with  respect to the preliminary form of the Proxy\nStatement;\n\n               (iii)   file  a  definitive  form  of  the  Proxy  Statement\nreflecting  compliance  with comments and requests of the SEC in accordance with\nthe  Exchange  Act  as  CMGI  and  Compaq  shall  deem  appropriate;\n\n               (iv)    cause  a  definitive  Proxy  Statement,   including  any\namendment  or supplement thereto to be mailed to its stockholders, provided that\n                                                                   --------\nno  amendment or supplement to such Proxy Statement will be made by CMGI without\nconsultation  with  Compaq  and  its  counsel;\n\n               (v)     the  Proxy  Statement  shall  include  therein  (x)  the\nrecommendation  of  CMGI's  Board of Directors that stockholders of CMGI vote in\nfavor  of  the  Conversion;  and\n\n               (vi)    use  all  reasonable  efforts  to  solicit  from  its\nstockholders  proxies  in  favor  of  the  Conversion.\n\n          (b)     Compaq  will  provide  CMGI  with  the  information concerning\nCompaq  and  AV  required  by  the  Exchange  Act  to  be  included in the Proxy\nStatement.\n\n          (c)     Each  of  CMGI  and  Compaq  shall consult and confer with the\nother  and the other's counsel regarding the Proxy Statement and each shall have\nthe  opportunity  to  comment  on  such  Proxy  Statement and any amendments and\nsupplements  thereto  before  the  Proxy  Statement,  and  any  amendments  or\nsupplements  thereto,  are  filed  with  the SEC or mailed to CMGI stockholders.\nEach  of  CMGI and Compaq will provide to the other copies of all correspondence\nbetween  it  (or  its  advisors)  and  the  SEC relating to the Proxy Statement.\n\n     6.2     Access  and Information .  Each of the parties will, and will cause\n             -----------------------\nits  Subsidiaries  to (i) afford to the other party and its officers, directors,\nemployees,  accountants,  consultants,  legal  counsel,  agents  and  other\nrepresentatives (collectively, the \"Representatives\") full access, at reasonable\ntimes  upon  reasonable  prior  notice,  to  the  officers,  employees,  agents,\nproperties,  offices and other facilities of such party and its Subsidiaries and\nto  their  books  and  records, (ii) furnish promptly to the other party and its\nRepresentatives such information concerning the business, properties, contracts,\nrecords  and  personnel of such party and its Subsidiaries (including financial,\noperating  and  other data and information) as may be reasonably requested, from\ntime to time, by or on behalf of the other party; provided, however, that Compaq\nand  its  Subsidiaries shall provide information and documents only with respect\nto  the  AV  Business.  No  investigation  by  any party hereto shall affect any\nrepresentation  or  warranty  in  this  Agreement  of  any  party  hereto or any\ncondition to the obligations of the parties hereto.  All information obtained by\nCompaq  or  CMGI  pursuant  to  this  Section  6.2 shall be kept confidential in\naccordance  with  the  Confidentiality  Agreement.\n\n     6.3     HSR  Act  Filing  .  Each  party  hereto  shall,  as  promptly  as\n             ----------------\npracticable,  file,  or  cause to be filed, any required notification and report\nforms  under  the  HSR Act with the Federal Trade Commission (the \"FTC\") and the\nAntitrust  Division  of  the United States Department of Justice (the \"Antitrust\nDivision\")  in  connection with the transactions contemplated by this Agreement,\nand  will use their respective reasonable best efforts to respond as promptly as\npracticable to all inquiries received from the FTC or the Antitrust Division for\nadditional  information  or documentation and to cause the waiting periods under\nthe  HSR  Act  to terminate or expire at the earliest possible date.  Each party\nhereto  will each furnish to the other such necessary information and reasonable\nassistance  as  the  other  may  reasonably  request  in  connection  with  its\npreparation  of  necessary  filings  or  submissions  to  any  governmental  or\nregulatory  agency,  including,  without limitation, any filings necessary under\nthe  provisions  of  the  HSR  Act.\n\n     6.4     Reasonable  Best  Efforts  .  Upon  the  terms  and  subject to the\n             -------------------------\nconditions  set  forth  in  this  Agreement,  each  of the parties agrees to use\nreasonable  best  efforts to take, or cause to be taken, all actions, and to do,\nor  cause  to  be  done,  and  to assist and cooperate with the other parties in\ndoing,  all  things  necessary,  proper  or  advisable  to  consummate  and make\neffective,  in  the  most  expeditious  manner  practicable,  the  transactions\ncontemplated  by  this  Agreement  including  (i) the obtaining of all necessary\nactions  or  nonactions,  waivers or Consents from Governmental Entities and the\nmaking of all necessary registrations and filings and the taking of all steps as\nmay  be necessary to obtain an approval or waiver from, or to avoid an action or\nproceeding  by,  any  Governmental  Entity,  (ii) the obtaining of all necessary\nConsents  or  waivers from third parties, (iii) the defending of any lawsuits or\nother  legal  proceedings,  whether judicial or administrative, challenging this\nAgreement  or  the  consummation  of  the  transactions  contemplated  by  this\nAgreement,  including  seeking  to  have any stay or temporary restraining order\nentered  by any court or other Governmental Entity vacated or reversed, and (iv)\nthe execution and delivery of any additional instruments necessary to consummate\nthe  transactions  contemplated by, and to fully carry out the purposes of, this\nAgreement.\n\n     6.5     Publicity  .  The  parties  will  consult  with each other and will\n             ---------\nmutually  agree  upon any press releases pertaining to the Transaction and shall\nnot  issue  any  such  press  releases prior to such consultation and agreement,\nexcept  as  may  be required by applicable Law or by obligations pursuant to any\nlisting agreement with any national securities exchange, in which case the party\nproposing  to  issue  such  press  release  shall  use its reasonable efforts to\nconsult  in  good  faith  with  the  other  party  before issuing any such press\nreleases.\n\n     6.6     Employee  Benefit  Plans  .\n             ------------------------\n\n          (a)     CMGI  agrees  that  individuals  who  are  employed  by  AV\nimmediately  prior to the Effective Time shall become employees of the Surviving\nCorporation  following  the  Effective  Time  (each  such employee, an \"Affected\nEmployee\");  provided,  however, that this Section 6.6(a) shall not be construed\n             --------   -------\nto  limit  the ability of the applicable employer to terminate the employment of\nany  Affected  Employee  at  any  time.\n\n          (b)     CMGI  will,  or  will cause the Surviving Corporation to, give\nAffected  Employees  full  credit for purposes of eligibility (including service\nand  waiting period requirements), vesting, benefit accrual and determination of\nthe  level  of  benefits  under  any  employee  benefit  plans  or  arrangements\nmaintained  by  CMGI  or  the Surviving Corporation for such Affected Employees'\nservice  with  AV  or  any  affiliate  of AV to the same extent recognized by AV\nimmediately  prior  to  the  Effective  Time.\n\n          (c)     CMGI  will,  or  will  cause the Surviving Corporation to, (i)\nwaive  all  limitations  as  to  preexisting  conditions, exclusions and waiting\nperiods  and  service  requirements  with  respect to participation and coverage\nrequirements  applicable  to  the  Affected  Employees under any welfare benefit\nplans  that such employees may be eligible to participate in after the Effective\nTime,  other than limitations or waiting periods that are already in effect with\nrespect  to  such employees and that have not been satisfied as of the Effective\nTime  under  any  welfare plan maintained for the Affected Employees immediately\nprior to the Effective Time, and (ii) provide each Affected Employee with credit\nfor  any  co-payments  and  deductibles  paid  prior  to  the  Effective Time in\nsatisfying  any  applicable  deductible  or out-of-pocket requirements under any\nwelfare  plans  that  such  employees  are  eligible to participate in after the\nEffective  Time.\n\n          (d)     For  a  period of one year immediately following the Effective\nTime,  the  coverage  and  benefits  provided  to Affected Employees pursuant to\nemployee benefit plans or arrangements maintained by CMGI or AV shall be, in the\naggregate,  not less favorable than those provided to such employees immediately\nprior  to  the  Effective  Time.\n\n     6.7     Restriction on Transfer of AV Shares .  In no event shall Compaq or\n             ------------------------------------\nany  of  its  Subsidiaries knowingly transfer any AV Shares to any competitor of\nAV,  the  AV  Business  or  the  Surviving  Corporation.\n\n     6.8     Funding .  To the extent that Newco, after the Closing and prior to\n             -------\nan  initial  public  offering  of  Newco  Common Stock, requires funding for its\noperations  and  CMGI  is willing to provide such funds, CMGI shall provide such\nfunding  in  exchange  for  shares of convertible preferred stock or convertible\nsecured  notes  of  Newco  upon  terms  equivalent  to the terms upon which CMGI\ntypically  provides funds to CMGI Subsidiaries; provided that, Compaq shall have\n                                                --------\nthe  right  to purchase from Newco a pro rata portion of such preferred stock or\nconvertible  notes,  as the case may be, based on the relative voting securities\nthen  held  by CMGI and Compaq except to the extent CMGI is required to purchase\nsuch securities to be able to consolidate the results of Newco for tax purposes.\n\n\n                                   ARTICLE VII\n\n                               CLOSING CONDITIONS\n\n     7.1     Conditions to Each Party's Obligation to Complete the Transaction .\n             -----------------------------------------------------------------\nThe respective obligations of each party to complete the Transaction are subject\nto the satisfaction at or prior to the Closing Date of the following conditions:\n\n          (a)     Injunction.  There  shall not be in effect any Law or Order of\n                  ----------\na court or governmental or regulatory agency of competent jurisdiction directing\nthat  the transactions contemplated hereby not be consummated; provided, however\n                                                               --------- -------\nthat  prior  to  invoking  this  condition  each  party shall use its reasonable\nefforts  to  have  any  such  Order  vacated.\n\n          (b)     HSR Governmental Consents. The applicable waiting period under\n                  -------------------------\nthe  HSR  Act  shall  have  expired  or  terminated.\n\n     7.2     Additional  Conditions  to  the Obligation of CMGI and Newco .  The\n             ------------------------------------------------------------\nobligation  of  CMGI  and  Newco  to  complete the Transaction is subject to the\nsatisfaction at or prior to the Closing Date of the following conditions, any or\nall  of  which may be waived in whole or in part by CMGI to the extent permitted\nby  applicable  Law:\n\n          (a)     Representations  and  Warranties.  The  representations  and\n                  --------------------------------\nwarranties  of Compaq and AV contained in Article III of this Agreement shall be\ntrue and correct on the date of this Agreement and on the Closing Date as though\nmade  on  and as of the Closing Date (except to the extent that a representation\nor  warranty  expressly  speaks  as  of  a  specified  date  or period of time);\nprovided,  however,  that  for  purposes  of  this  Section  7.2(a),  such\n--------   -------\nrepresentations and warranties shall be deemed to be true and correct unless the\nfailure  or  failures  of  such representations and warranties to be so true and\ncorrect,  without  regard  to  any  materiality  qualifiers  contained  therein,\nindividually  or  in  the  aggregate,  results  or would reasonably be likely to\nresult  in  an  AV  Material  Adverse  Effect.\n\n          (b)     Performance.  Except as would not be reasonably likely to have\n                  -----------\nan  AV  Material  Adverse Effect, CDAS shall have performed and complied with or\ncaused  to  be  performed  or complied with their covenants and agreements under\nthis  Agreement  to  be  performed  or  complied  with  at  or prior to Closing.\n\n          (c)     Officer's  Certificate.  CMGI  shall  have  received  on  the\n                  ----------------------\nClosing  Date  a certificate dated the Closing Date and executed by an executive\nofficer  of  Compaq and an executive officer of AV certifying to the fulfillment\nof  the  conditions  specified  in  Sections  7.2(a)  and  (b)  hereof.\n\n          (d)     Material  Adverse  Effect.  There  shall not have occurred any\n                  -------------------------\nevent or condition which individually or in the aggregate has resulted in, or is\nreasonably  likely  to  result  in,  an  AV  Material  Adverse  Effect.\n\n          (e)     Assignment  Agreement.  The  Assignment  Agreement  shall have\n                  ---------------------\nbeen  executed  and  delivered  by  Compaq.\n\n     7.3     Additional  Conditions to the Obligation of Compaq Digital and AV .\n             -----------------------------------------------------------------\nThe  obligation of Compaq, Digital and AV to complete the Transaction is subject\nto the satisfaction at or prior to the Closing Date of the following conditions,\nany  and  all of which may be waived in whole or in part by Compaq to the extent\npermitted  by  applicable  Law:\n\n          (a)     Representations  and  Warranties.  The  representations  and\n                  --------------------------------\nwarranties of CMGI and Newco set forth in Article Ill of this Agreement shall be\ntrue and correct on the date of this Agreement and on the Closing Date as though\nmade  on  and as of the Closing Date (except to the extent that a representation\nor  warranty  expressly  speaks  as  of  a  specified  date  or period of time);\nprovided,  however,  that  for  purposes  of  this  Section  7.3(a),  such\n--------   --------\nrepresentations and warranties shall be deemed to be true and correct unless the\nfailure  or  failures  of  such representations and warranties to be so true and\ncorrect,  without  regard  to  any  materiality  qualifiers  contained  therein,\nindividually  or  in  the  aggregate,  results  or would reasonably be likely to\nresult  in  a  CMGI  Material  Adverse  Effect.\n\n          (b)     Performance.  Except as would not be reasonably likely to have\n                  -----------\na  CMGI  Material Adverse Effect, CMGI shall have performed and complied with or\ncaused  to be performed or complied with its respective covenants and agreements\nunder  this  Agreement  to  be  performed  or  complied  with at or prior to the\nClosing.\n\n          (c)     Officer's Certificate.  CDA shall have received on the Closing\n                  ---------------------\nDate  a  certificate dated the Closing Date and executed by an executive officer\nof  CMGI  certifying  to the fulfillment of the conditions specified in Sections\n7.3(a)  and  (b)  hereof.\n\n          (d)     Material  Adverse  Effect.  There  shall not have occurred any\n                  -------------------------\nevent or condition which individually or in the aggregate has resulted in, or is\nreasonably  be  likely  to  result  in  a  CMGI  Material  Adverse  Effect.\n\n          (e)     Registration  Rights  Agreement.  The  Registration  Rights\n                  -------------------------------\nAgreement  shall  have  been  executed  and  delivered  by  CMGI.\n\n          (f)     Assignment  Agreement.  The  Assignment  Agreement  shall have\n                  ---------------------\nbeen  executed  and  delivered  by  Newco.\n\n\n                                   ARTICLE VIII\n                         \n                       TERMINATION, AMENDMENT AND EXPENSES\n\n     8.1     Termination  .  This  Agreement may be terminated at any time prior\n             -----------\nto  the  Closing  Date:\n\n          (a)     by  mutual  written  consent  of  CMGI  and  Compaq;\n\n          (b)     by  either  CMGI  or  Compaq:\n\n               (i)     if  there  shall  be any Order of a Court or Governmental\nEntity  having jurisdiction over a party hereto which is final and nonappealable\npermanently enjoining, restraining or prohibiting the consummation of the Merger\nor  issuance  of  the Acquisition Shares, unless the party relying on such Order\nhas  not  complied  with  its  obligations  under  Section  7.1(b);  or\n\n               (ii)     if  the  Closing  shall not have been consummated before\nNovember 15, 1999 (the \"Termination Date\"); provided, however, that the right to\n                                            --------- -------\nterminate  this Agreement under this Section shall not be available to any party\nwhose  failure  to  fulfill any obligation under this Agreement has been a cause\nof;  or resulted in, the failure of the Effective Time to occur on or before the\nTermination  Date.\n\n          (c)     by  Compaq:\n\n               (i)     upon  a  material  breach of any covenant or agreement on\nthe  part  of  CMGI  set  forth  in  this Agreement, or if any representation or\nwarranty is or becomes inaccurate in a manner such that the conditions set forth\nin Section 7.3(a) would not be satisfied (a \"Terminating CMGI Breach\"); provided\n                                                                        --------\nthat, if such Terminating CMGI Breach is curable by CMGI through the exercise of\nits  reasonable  efforts,  provided  it  continues  to  exercise such reasonable\nefforts,  Compaq  may  not terminate this Agreement under this Section 8.1(c)(i)\nuntil  September  1,  1999;  or\n\n               (ii)     if  there  has  occurred a CMGI Material Adverse Effect.\n\n          (d)     by  CMGI:\n\n               (i)     upon  a  material  breach of any contract or agreement on\nthe  part  of Compaq or AV set forth in this Agreement, or if any representation\nor  warranty  is  or becomes inaccurate in a manner such that the conditions set\nforth  in Section 7.2(a) would not be satisfied (a \"Terminating Compaq Breach\");\nprovided  that,  if  such Terminating Compaq Breach is curable by Compaq through\n--------\nthe  exercise  of  its reasonable efforts, provided Compaq continues to exercise\nsuch  reasonable  efforts,  CMGI  may  not  terminate  this Agreement under this\nSection  8.1(d)(i)  until  September  1,  1999;  or\n\n               (ii)     if  there  has  occurred  an AV Material Adverse Effect.\n\n     8.2     Effect  of  Termination  .  In  the  event  of  termination of this\n             -----------------------\nAgreement  and the abandonment of the Transaction pursuant to this Article VIII,\nwritten  notice  thereof  shall as promptly as practicable be given to the other\nparties  to  this  Agreement,  and  this  Agreement  shall  terminate  and  the\ntransactions  contemplated  hereby shall be abandoned, without further action by\nany  of  the  parties  hereto  except  as provided in this Section 8.2.  If this\nAgreement  is  terminated  as  provided  herein,  this Agreement shall forthwith\nbecome  void  and  have no effect except that (i) the obligations of the parties\nset  forth  in  the Confidentiality Agreement shall remain in effect and (ii) no\nparty shall be relieved from any liabilities or damages arising out of a willful\nand  material  breach  of  any  provision  of  this  Agreement.\n\n     8.3     Amendment .  This Agreement may be amended by the parties hereto at\n             ---------\nany  time prior to the Effective Time.  This Agreement may not be amended except\nby  an  instrument  in  writing  signed  by  the  parties  hereto.\n\n     8.4     Waiver .  At any time prior to the Effective Time, any party hereto\n             ------\nmay  (a)  extend the time for the performance of any of the obligations or other\nacts  of  the  other  party  hereto,  (b)  waive  any  inaccuracies  in  the\nrepresentations  and  warranties  of  the other party contained herein or in any\ndocument  delivered  pursuant hereto and (c) waive compliance by the other party\nwith  any  of the agreements or conditions contained herein.  Any such extension\nor  waiver will be valid only if set forth in an instrument in writing signed by\nthe  party  or  parties  to  be  bound  thereby.\n\n     8.5     Expenses  .  All  expenses  incurred  by the parties hereto will be\n             --------\nborne  solely  and  entirely  by  the  party  which  has incurred such expenses,\nprovided  that  any  legal,  accounting,  investment banking or similar fees and\n--------  ----\nexpenses  of AV or any AV Subsidiary in connection with the Transaction shall be\npaid  by  Compaq.\n\n\n                                   ARTICLE IX\n\n                                  TAX MATTERS\n\n     9.1     Preparation  and  Filing  of  Tax  Returns  .\n             ------------------------------------------\n\n          (a)     Compaq shall prepare (or cause to be prepared) and timely file\nor  cause  to  be  timely filed (taking into account extensions) all Tax Returns\nwith  respect  to  any  Pre-Closing  Period  that  includes any of the Companies\n(including all Tax Returns filed on a consolidated, combined, or unitary basis).\nCompaq shall have sole discretion as to the positions in and with respect to any\nTax Return described in the preceding sentence; provided, however, that such Tax\nReturns  shall  be  prepared  on  a  basis consistent with the past practices of\nCompaq,  Digital,  and  the  Companies, unless in the opinion of CMGI's counsel,\nreasonably  satisfactory to Compaq, any position taken on such Tax Returns would\nbe  likely  to  subject any of the Companies to penalties.  Compaq shall deliver\n(or  cause  to  be delivered) to CMGI a pro forma set of Tax Returns for each of\nthe Pre-Closing Periods ending on the Closing Date at least twenty business days\nprior  to  the  Due  Date  thereof.\n\n          (b)     CMGI  shall  prepare (or cause to be prepared) and timely file\nor  cause  to  be  filed (taking into account extensions) all Tax Returns of the\nCompanies  relating  to  any  Post-Closing  Period.\n\n          (c)     CMGI  shall  prepare (or cause to be prepared) and timely file\nor  cause  to  be  filed (taking into account extensions) all Tax Returns of the\nCompanies  with  respect to any Straddle Period.  Any Straddle Period Tax Return\nshall  be  prepared  on  a  basis  consistent with the last previous similar Tax\nReturn.  CMGI  shall  cause  the Companies to provide Compaq with a copy of each\nsuch  proposed  Tax  Return  (and such additional information regarding such Tax\nReturn  as  may reasonably be requested by Compaq) at least 25 days prior to the\nfiling  of such Tax Return, except that (i) in the case of a Tax Return relating\nto  a  monthly  taxable  period, the copy shall be provided to Compaq at least 5\ndays prior to the filing of such Tax Return and (ii) in the case of a Tax Return\ndue  within  90  days  following the Closing Date, the copy shall be provided to\nCompaq  in  such shorter period of time prior to filing as CMGI shall reasonably\ndetermine  to be practicable.  CMGI shall permit Compaq to review and comment on\neach such Tax Returns and to recommend any changes, modifications, additions, or\ndeletions  to  the extent they relate to a Pre-Closing Straddle Period, provided\nthat  such  changes,  modifications, additions, or deletions are consistent with\npast  practice  and  that  such  reporting,  in  the  opinion of CMGI's counsel,\nreasonably  satisfactory  to  Compaq,  would not be likely to subject any of the\nCompanies  to  penalties;  and  provided,  further,  that  Compaq's comments are\nreceived  by  CMGI  at  least  five  business  days prior to the Due Date of the\napplicable  Tax  Return.  If  any dispute has not been resolved prior to the Due\nDate  for  filing of the Tax Return, the Tax Return shall be filed as originally\nproposed  by  CMGI,  reflecting any items agreed to by the parties at such time.\nCompaq  shall  cause  to  be  paid  to  CMGI the amount of Taxes relating to any\nPre-Closing  Straddle  Period  based  on  the  Tax  Returns  filed.\n\n     9.2     Payment  of  Taxes  .\n             ------------------\n\n          (a)  Compaq  shall  cause  to  be  paid  in  a  timely  manner  to the\nappropriate  Tax Authority all Taxes due with respect to Tax Returns which it is\nrequired  to  cause  to  be  filed pursuant to Section 9.1(a).  For all Taxes in\nrespect  of Straddle Periods for which CMGI is required to cause to be filed the\napplicable  Tax  Returns  pursuant  to Section 9.1(c), Compaq shall pay CMGI the\namount  of such Taxes relating to any Pre-Closing Straddle Period (as determined\nin  accordance with Section 9.4(b)) at least five business days prior to the Due\nDate  of  the  Tax  Return  reporting  such  Taxes.\n\n          (b)  CMGI shall cause to be paid in a timely manner to the appropriate\nTax  Authority  all  Taxes due in respect of any Tax for which it is required to\ncause  to  be  filed  a  Tax  Return  pursuant  to  Sections  9.1(b) and 9.1(c).\n\n     9.3     Tax  Indemnification  .\n             --------------------\n\n          (a)     Indemnification  by  Compaq.  Compaq  shall  indemnify CMGI in\nrespect  of,  and  hold  CMGI  harmless on an after-Tax basis, against (x) Taxes\nresulting  from,  relating  to,  or  constituting a breach of any representation\ncontained  in  Section  3.16  hereof, (y) the failure to perform any covenant or\nagreement  set  forth  in  this  Article  IX,  and (z), without duplication, the\nfollowing  Taxes  with  respect  to  the  Companies:\n\n               (i)     Any and all Taxes due and payable by any of the Companies\nfor  any  Pre-Closing  Period  or  any  Pre-Closing  Straddle  Period;  and\n\n               (ii)     Any liability of any of the Companies for Taxes of other\nentities whether pursuant to Treasury Regulation Section 1.1502-6 (or comparable\nor  similar  provisions  under  state,  local  or foreign law), as transferee or\nsuccessor  or  pursuant to any contractual obligation for any Pre-Closing Period\nor  any  Pre-Closing  Straddle  Period.\n\nThe amounts specified in paragraphs (i) and (ii) shall be reduced (but not below\nzero)  by the amount of any estimated Tax payments made on or before the Closing\nDate.\n\n          (b)     Indemnification  by  CMGI.  CMGI  shall  indemnify  Compaq  in\nrespect  of,  and  hold Compaq harmless on an after-Tax basis, against (x) Taxes\nresulting  from,  relating  to,  or  constituting a breach of any representation\ncontained  in  Section  2.16  hereof, (y) the failure to perform any covenant or\nagreement  set  forth  in  this  Article  IX,  and (z) any and all Taxes due and\npayable  by  the  Companies for any Post-Closing Period or Post-Closing Straddle\nPeriod.\n\n          (c)     Transfer  Taxes.  Any sales, use, transfer, stamp, conveyance,\nvalue added, recording, registration, documentary, filing or other similar Taxes\nand  fees,  whether levied on CMGI, Compaq, any of the Companies or any of their\nrespective  Affiliates,  resulting  from  this  Agreement  or  the  transactions\ncontemplated  hereby  shall  be  shared  equally  by  CMGI  and  Compaq.\n\n          (d)     Limitation  on  Indemnification.  Notwithstanding  anything to\nthe  contrary  in  this  Agreement,  (i) Compaq's indemnification obligation for\nTaxes  resulting  from,  relating  to  or  constituting  a  breach  of,  the\nrepresentation  contained  in  Section  3.16(e)  hereof,  shall  not exceed $110\nmillion  plus  interest  thereon  (compounded semi-annually at an annual rate of\n10.5%)  from  the  Closing  through the date payment is made to CMGI pursuant to\nthis Section 9.3, and (ii) the representation contained in Section 3.16(e) shall\nsurvive  indefinitely.\n\n     9.4     Allocation  of  Certain  Taxes  .\n             ------------------------------\n\n          (a)     CMGI  and  Compaq  agree  that  if  any  of  the  Companies is\npermitted  but not required under applicable foreign, state or local Tax laws to\ntreat  the  Closing  Date  as  the last day of a taxable period, CMGI and Compaq\nshall  treat  such  day  as  the  last  day  of  a  taxable  period.\n\n          (b)     Any  Taxes for a Straddle Period with respect to the Companies\nshall be apportioned for purposes of Article IX between the Pre-Closing Straddle\nPeriod  and  the Post-Closing Straddle Period on the basis of an interim closing\nof  the  books,  except  that  Taxes  imposed  on a periodic basis (such as real\nproperty  Taxes)  shall  be  allocated  on  a  daily  basis.\n\n     9.5     Cooperation  on  Tax  Matters  .\n             -----------------------------\n\n          (a)     CMGI  and  Compaq  and  their  respective  Affiliates  shall\ncooperate  in  the  preparation of all Tax Returns for any Tax periods for which\none  party  could  reasonably  require  the  assistance  of  the  other party in\nobtaining any necessary information.  Such cooperation shall include, but not be\nlimited  to,  furnishing  the  relevant  portions of prior years' Tax Returns or\nreturn  preparation  packages  illustrating  previous  reporting  practices  or\ncontaining  historical  information  relevant  to  the  preparation  of such Tax\nReturns,  and  furnishing  such other information within such party's possession\nrequested  by  the  party  filing  such  Tax  Returns  as  is  relevant to their\npreparation.  Such  cooperation  and  information  also  shall  include  without\nlimitation  provision  of  powers  of  attorney  for  the purpose of signing Tax\nReturns  and defending audits, promptly forwarding copies of appropriate notices\nand  forms or other communications received from or sent to any Taxing Authority\nwhich  relate to the Companies, and providing copies of the relevant portions of\nall  relevant  Tax  Returns,  together  with  accompanying schedules and related\nworkpapers,  documents relating to rulings or other determinations by any Taxing\nAuthority  and records concerning the ownership and tax basis of property, which\nthe requested party may possess.  Compaq shall make its employees and facilities\navailable on a mutually convenient basis to provide explanation of any documents\nor  information  provided  hereunder.\n\n          (b)     For  a  period of six (6) years after the Closing Date or such\nlonger  period  as  may  be  required  by  law,  CMGI shall, and shall cause the\nCompanies  to,  retain  and not destroy or dispose of all Tax Returns (including\nsupporting  materials), books and records (including computer files) of, or with\nrespect  to  the  activities  or Taxes of, such entities for all taxable periods\nending  (or  deemed, pursuant to Section 9.4, to end) on or prior to the Closing\nDate  to  the extent CMGI, or any of the Companies received or had possession of\nsuch records on the Closing Date.  Thereafter, CMGI shall not destroy or dispose\nof any such Returns, books or records unless it first offers such Returns, books\nand  records  to  Compaq in writing and Compaq fails to accept such offer within\nsixty  (60)  days  of  its  being  made.\n\n          (c)     For  a  period of six (6) years after the Closing Date or such\nlonger period as may be required by law, Compaq (or its Affiliates) shall retain\nand  not destroy or dispose of all Tax Returns (including supporting materials),\nbooks  and  records  (including  computer  files)  of,  or  with  respect to the\nactivities  or Taxes of, any of the Companies for all taxable periods ending (or\ndeemed,  pursuant to Section 9.4, to end) on or prior to the Closing Date to the\nextent  Compaq  did  not  deliver  such  records  to  CMGI  or  the  Companies.\nThereafter,  Compaq  shall not destroy or dispose of any such Tax Returns, books\nor  records  unless  it  first  offers them to CMGI in writing and CMGI fails to\naccept  such  offer  within  sixty  (60)  days  of  its  being  made.\n\n     9.6     Termination of Tax-Sharing Agreements .  All Tax sharing agreements\n             -------------------------------------\nor  similar arrangements with respect to or involving any of the Companies shall\nbe  terminated  prior  to  the  Closing  Date  and,  after the Closing Date, the\nCompanies  shall  not  be  bound  thereby  or  have  any  liability  thereunder.\n\n     9.7     Certain  Tax  Elections  .  To  the  maximum  extent  permitted  by\n             -----------------------\napplicable  law,  neither  CMGI nor any of its Affiliates will carry back to any\ntaxable  period  of  Compaq  or  any of its Subsidiaries or Affiliates any loss,\ncredit  or  deduction  incurred  or  generated in, or attributable to any period\ncommencing  after  the  Closing  Date that would affect any Tax Return or Tax of\nCompaq  or  any  of  its  Subsidiaries or Affiliates, and CMGI agrees to make or\nexercise,  or  cause to be made or exercised, any and all necessary or permitted\nelections  (including  elections  pursuant  to Section 172(b)(3)(C) of the Code)\navailable  under  applicable  law  to  avoid  any  such  carryback.\n\n     9.8     Tax  Claims  .\n             -----------\n\n          (a)     Compaq  shall have exclusive control over Tax Claims for which\nCompaq  is  liable  pursuant  to  Section  9.1(a).\n\n          (b)     CMGI  and  Compaq  shall jointly have control (at each party's\nown  expense) over Tax Claims that relate to any Straddle Period.  Neither party\nmay  settle,  concede  or  make any concession without the other party's written\nconsent.\n\n          (c)     CMGI  shall  have exclusive control over all other Tax Claims.\n\n          (d)     The party controlling a Tax Claim pursuant to this Section 9.8\nshall have the sole right to contest, litigate and Dispose of such Tax Claim and\nto  employ  counsel  of  its  choice  at  its  sole  expense.\n\n          (e)     CMGI  or Compaq, as the case may be, shall promptly notify the\nother  party in writing of any Tax Claim that may reasonably be likely to result\nin  liability  of  the other party under this Agreement; provided, however, that\nthe  failure  to provide such notice shall not diminish the indemnifying party's\nobligation  hereunder  except to the extent such failure actually prejudices the\nindemnifying party's position as a result thereof.  With respect to any such Tax\nClaim,  the  party  not  controlling  such  Tax  Claim  shall  (i)  not make any\nsubmission to any Tax Authority without offering the other party the opportunity\nto  review  such  submission,  (ii)  not  take any action or make (or purport to\nmake)  any  representations  in  connection  with such Tax Claim with respect to\nissues  affecting  the  other  party's indemnity hereunder, (iii) keep the other\nparty  informed as to any information that it receives regarding the progress of\nsuch  Tax  Claim,  (iv)  provide  the  other  party with any information that it\nreceives regarding the nature and amounts of any proposed Disposition of the Tax\nClaim, (v) permit the other party to participate in all conferences, meetings or\nproceedings  with any Tax Authority in which the indemnified Tax Claim is or may\nbe  a  subject,  solely  to  the extent such conference, meeting, or proceedings\nrelate  to  the  Tax  Claim,  and  (vi)  notify  the  other  party  of all court\nappearances  in  which  the  indemnified Tax Claim is or may be a subject.  With\nrespect  to  any  Tax Claim relating to a Pre-Closing Period for which Compaq is\nliable  pursuant  to this Agreement, CMGI shall cause to be filed submissions at\nCompaq's  direction  or  cause  to  be  appointed  Compaq  or  its  authorized\nrepresentatives as additional authorized representatives entitled to communicate\nfully  with  the Internal Revenue Service solely with respect to such Tax Claim.\n\n     9.9     Refunds  .  Compaq  shall be entitled to any refund of Taxes of any\n             -------\nof  the  Companies  attributable  to  any Pre-Closing Period and any Pre-Closing\nStraddle  Period.  If  CMGI,  any  of  the Companies, or any of their Affiliates\nreceives  any refund of Tax to which Compaq is entitled pursuant to this Section\n9.9,  CMGI  shall  promptly  notify  Compaq and shall pay the amount of any such\nrefund  promptly  after  the  receipt  of such refund.  If Compaq, or any of its\nAffiliates,  received  any  refund  of Tax to which CMGI is entitled pursuant to\nthis  Section 9.9, Compaq shall promptly notify CMGI and shall pay the amount of\nany  such  refund  promptly  after  the  receipt  of  such  refund.\n\n     9.10     Treatment of the Contributions .  Each of the parties hereto shall\n              ------------------------------\ntreat  the contributions referenced in Section 1.2 as a transaction described in\nSection  351  of  the  Code  for  all  tax  purposes, and shall take no position\ninconsistent therewith in any Tax Return, any proceeding before any Governmental\nEntity  ,  Taxing Authority or otherwise.  The parties will promptly notify each\nother  of  any  audits,  examinations,  actions,  or  proceedings  by any Taxing\nAuthority  regarding  the  transactions  contemplated  or  referred  to  herein.\n\n     9.11     Allocation  of  Considerations  .  The  parties  will allocate the\n              ------------------------------\nconsideration  referenced  in Article I in accordance with the fair market value\nof  the  assets,  as  determined  mutually  by  CMGI  and  Compaq.\n\n     9.12     Tax Disputes .  If the parties disagree as to the calculation of a\n              ------------\nTax  or the amount of any payment to be made under this Agreement or disagree as\nto the application or interpretation of any provision under this Article IX, the\nparties  shall  cooperate  in  good  faith  to resolve any such dispute, and any\nagreed-upon  amount  shall be paid to the appropriate party.  If the parties are\nunable to resolve any such dispute within fifteen business days thereafter, such\ndispute  shall  be  resolved  by  an  internationally recognized accounting firm\nacceptable  to  both  CMGI and Compaq.  The decision of such firm shall be final\nand  binding.  The  fees  and expenses incurred in connection with such decision\nshall  be  shared  by CMGI and Compaq in accordance with the final allocation of\nthe  Tax  liability in dispute.  Following the decision of such accounting firm,\nthe  parties shall each take (or cause to be taken) any action that is necessary\nor  appropriate  to  implement such decision, including, without limitation, the\nfiling  of  amended  Tax  Returns  and  the  prompt  payment of underpayments or\noverpayment,  with  interest  calculated on such underpayments or overpayment at\nthe  prime  rate  from  the  date  such  payment  was  due.\n\n     9.13     Adjustment  to Consideration .  Any payments made pursuant to this\n              ----------------------------\nArticle  IX shall be treated as an adjustment to the consideration payable under\nthis  Agreement  for  all  Tax  purposes.\n\n\n                                   ARTICLE X\n\n                         DEFINITIONS AND INTERPRETATION\n\n     10.1     Certain  Definitions  .  For purposes of this Agreement, except as\n              --------------------\notherwise  provided  or  unless  the  context  clearly  requires  otherwise:\n\n     \"Acquisition Shares\" shall mean the shares of CMGI Common Stock received by\nCompaq  and\/or  Digital  pursuant  to  the  Transaction.\n\n     \"AV  Business\"  shall  mean  the  business  of Compaq's AltaVista division,\nincluding  without  limitation, SDC, ZIP2 and AV, and future business operations\ncontemplated  with  respect  to  such  business.\n\n     \"AV  Material  Adverse  Effect\" shall mean a material adverse effect on the\nbusiness,  operations,  condition  (financial  or  otherwise)  or  results  of\noperations  of  the  AV  Business,  other  than  any such effect arising out of,\nattributable to or resulting from (i) any change in conditions in U.S., European\nor  Asian  economies  (including in currency exchange rates), (ii) any change in\nconditions affecting the industries in which the AV Business operates, and (iii)\nthe  effect  of  the  public  announcement  of  the pendency of the Transaction.\n\n     \"AV  Shares\"  shall  mean  shares  of  Newco  Common  Stock.\n\n     \"AV  Subsidiary\" shall mean a Subsidiary of Compaq or Digital which is part\nof the AV Business, including without limitation, ZIP2, SDC, Zip2 Bay Area, Inc.\nand  Shopping.com  Europe  B.V.\n\n     \"CDAS\"  shall  mean  Compaq,  Digital,  AV  and  the  AV  Subsidiaries.\n\n     \"CMGI  Disclosure  Schedule\" shall mean the disclosure schedule prepared by\nCMGI  and delivered to Compaq concurrently with the execution of this Agreement.\n\n     \"CMGI  Material Adverse Effect\" shall mean a material adverse effect on the\nbusiness,  operations,  condition  (financial  or  otherwise)  or  results  of\noperations  of  CMGI  and the CMGI Subsidiaries taken as a whole, other than any\nsuch  effect arising out of; attributable to or resulting from (i) any change in\nconditions  in U.S., European or Asian economies (including in currency exchange\nrates), (ii) any change in conditions affecting the industries in which CMGI and\nits Subsidiaries operate, and (iii) the effect of the public announcement of the\npendency  of  the Transaction; provided, however, that a failure by CMGI to meet\n                               --------  -------\nthe revenue or earning predictions of equity analysts or a decline in the market\nprice  of  the  CMGI Common Stock, shall not be deemed by itself to constitute a\nCMGI  Material Adverse Effect but the underlying causes of such failure relating\nto  the  business  of CMGI or decline may be considered in determining whether a\nCMGI  Material  Adverse  Effect  occurred.\n\n     \"Code\"  means  the  Internal  Revenue  Code  of  1986,  as  amended.\n\n     \"Companies\"  shall  mean  AV,  SDC,  ZIP2  and  all  of their Subsidiaries.\n\n     \"Compaq Disclosure Schedule\" shall mean the disclosure schedule prepared by\nCompaq  and delivered to CMGI concurrently with the execution of this Agreement.\n\n     \"Compaq  Group\"  means  the  affiliated,  consolidated, combined or unitary\ngroup  of  which  Compaq  is  the  common  parent.\n\n     \"Confidentiality  Agreement\"  shall  mean a letter agreement between Compaq\nand  CMGI  entered  into  in  connection  with  the matters contemplated hereby.\n\n     \"Consent\"  shall  mean  any consent, registration, approval, authorization,\nwaiver  or  similar  affirmation  by or of; or filing with or notification to, a\nPerson pursuant to any Contract, Law, Order or Permit (as such terms are defined\nbelow).\n\n     \"Contract\"  shall  mean  any  written  or  oral  agreement,  arrangement,\ncommitment,  contract, indenture, instrument, lease, license or other obligation\nof  any  kind  or character, that is binding on any Person or its capital stock,\nproperties  or  business.\n\n     \"Dispose\"  (and  with  correlative  meaning, \"Disposition\") shall mean pay,\ndischarge,  settle  or  otherwise  dispose.\n\n     \"Due  Date\" shall mean, with respect to any Tax Return or payment, the date\non  which  such  Tax Return is due to be filed with or such payment is due to be\nmade  to the appropriate Tax Authority pursuant to applicable law, giving effect\nto  any  applicable  extensions  of  the  time  for  such  filing  or  payment.\n\n     \"Exchange  Act\" shall mean the Securities Exchange Act of 1934, as amended.\n\n     \"Governmental Entity\" shall mean a court, arbitral tribunal, administrative\nagency  or  commission  or  other  governmental or other regulatory authority or\nagency.\n\n     \"Knowledge\"  -  an  individual  will  be  deemed  to  have \"knowledge\" of a\nparticular  fact  or  other  matter if such individual is actually aware of such\nfact  or  other  matter.  An entity (other than an individual) will be deemed to\nhave  \"Knowledge\"  of a particular fact or other matter if any individual who is\ncurrently  serving  as  an executive officer of such entity (or if the entity is\none  of  CDAS,  an  executive  officer  of  any  of  CDAS with respect to the AV\nBusiness)  has  Knowledge  of  such  fact  or  other  matter.\n\n     \"Law\"  shall  mean  any  federal,  state,  local  or  foreign law, statute,\nordinance,  rule,  regulation,  order,  judgment  or  decree,  administrative or\njudicial  decision,  and  any  other  executive  or  legislative  proclamation.\n\n     \"Lien\"  shall  mean  any  mortgage,  pledge, security interest, attachment,\nencumbrance,  lien or charge of any kind (including any agreement to give any of\nthe  foregoing)  or  right of others of whatever nature; provided, however, that\n                                                         --------  -------\nthe  term  \"Lien\" shall not include (i) statutory liens for Taxes, which are not\nyet  due  and  payable  or  are  being  contested  in  good faith by appropriate\nproceedings,  (ii) statutory or common law liens to secure landlords, lessors or\nrenters under leases or rental agreements confined to the premises rented, (iii)\ndeposits  or  pledges made in connection with, or to secure payment of; worker's\ncompensation,  unemployment  insurance, old age pension or other social security\nprograms  mandated  under applicable Laws, (iv) statutory or common law liens in\nfavor of carriers, warehousemen, mechanics and materialman, to secure claims for\nlabor,  materials  or  supplies  and  other  like liens, and (v) restrictions on\ntransfer  of securities imposed by applicable state and federal securities Laws.\n\n     \"Litigation\"  shall  mean  any action, arbitration, cause of action, claim,\ncomplaint,  criminal  prosecution,  demand  letter,  governmental  or  other\nadministrative  or  other  proceeding, whether at law or at equity, before or by\nany  federal,  state  or  foreign  court,  tribunal,  or  agency  or  before any\narbitrator.\n\n     \"Order\"  shall  mean  any  administrative  decision  or  award,  decree,\ninjunction,  judgment,  order, quasi-judicial decision or award, ruling, or writ\nof  any  federal,  state,  local  or  foreign  or  other  Governmental  Entity.\n\n     \"Organizational  Documents\"  shall  mean (a) the articles or certificate of\nincorporation  and  the  by-laws  of  a  corporation  or  other  equivalent\norganizational  documents;  (b)the  partnership  agreement  and any statement of\npartnership  of a general partnership; (c) the limited partnership agreement and\nthe  certificate  of  limited  partnership;  (d) any charter or similar document\nadopted  or filed in connection with the creation, formation, or organization of\na  Person,  and  (e)  any  amendment  to  any  of  the  foregoing.\n\n     \"Permit\"  shall  mean  any  federal,  state,  local or foreign governmental\napproval,  authorization, certificate, license, permit or exemption to which any\nPerson  is  a party or that is or may be binding upon or inure to the benefit of\nany  Person  or  its  securities,  properties  or  business.\n\n     \"Person\" shall mean any individual, corporation, limited liability company,\npartnership,  joint  venture,  trust,  association,  Organization,  Governmental\nEntity  or  other  entity.\n\n     \"Post-Closing  Period\"  shall  mean  any taxable period beginning after the\nClosing  Date.\n     \"Post-Closing  Straddle  Period\"  shall  mean  with  respect  to a Straddle\nPeriod,  that portion of such Straddle Period that begins on the day immediately\nfollowing  the  Closing  Date.\n\n     \"Pre-Closing Period\" shall mean any taxable period that ends on or prior to\nthe  Closing  Date.\n\n     \"Pre-Closing Straddle Period\" shall mean with respect to a Straddle Period,\nthat  portion  of such Straddle Period ending on and including the Closing Date.\n\n     \"Securities  Act\"  shall  mean  the  Securities  Act  of  1933, as amended.\n\n     \"Straddle Period\" shall mean any taxable period that begins before and ends\nafter  the  Closing  Date.\n\n     \"Subsidiary\"  with respect to any party shall mean any corporation, limited\nliability  company,  partnership,  or  other  business association or entity, at\nleast  a  majority  of  the  voting securities or economic interests of which is\ndirectly  or  indirectly owned or controlled by such party or by any one or more\nof  its  Subsidiaries.\n\n     \"Tax  Authority\"  shall  mean  the  Internal  Revenue Service and any other\nstate,  local  or  foreign  governmental  authority  responsible  for  the\nadministration  of  Taxes.\n\n     \"Tax  Claim\"  shall  mean  a  notice  of  deficiency,  proposed adjustment,\nassessment,  audit,  examination,  suit,  dispute or other claim with respect to\nTaxes  or  a  Tax  Return.\n\n     \"Tax  Returns\"  will  mean  any  declaration,  return,  report,  schedule,\ncertificate,  statement  or  other  similar  document  (including  relating  or\nsupporting  information)  required  to  be  filed with a Governmental Entity, or\nwhere  none is required to be filed with a Governmental Entity, the statement or\nother  document  issued  by  a  Governmental  Entity in connection with any Tax,\nincluding, without limitation, any information return, claim for refund, amended\nreturn  or  declaration  of  estimated  Tax.\n\n     \"Taxes\"  will  mean any and all federal, state, local, foreign, provincial,\nterritorial  or  other  taxes,  imposts,  tariffs, fees, levies or other similar\nassessments  or  liabilities  and  other  charges  of any kind, including income\ntaxes,  ad  valorem taxes, excise taxes, withholding taxes, stamp taxes or other\ntaxes  of  or  with respect to gross receipts, premiums, real property, personal\nproperty, windfall profits, sales, use, transfers, licensing, employment, social\nsecurity, workers' compensation, unemployment, payroll and franchises imposed by\nor  under  any  Law; and such terms will include any interest, fines, penalties,\nassessments  or  additions to tax resulting from, attributable to or incurred in\nconnection  with  any  such  tax  or  any  contest  or  dispute  thereof.\n\n     \"Transaction\"  shall  mean  the  transactions  described in Section 1.1 and\nSection  1.2,  and  the  Merger.\n\n     \"Venture  Fund\"  means  any  venture  capital  fund  controlled  by  CMGI.\n\n     10.2     Interpretation  .\n              --------------\n\n          (a)     When  a  reference  is  made in this Agreement to a section or\narticle,  such  reference  shall  be  to  a section or article of this Agreement\nunless  otherwise  clearly  indicated  to  the  contrary.\n\n          (b)     Whenever  the  words  \"include\", \"includes\" or \"including\" are\nused  in  this  Agreement,  they  shall  be  deemed  to be followed by the words\n\"without  limitation.\"\n\n          (c)     The  words  \"hereof\",  \"herein\"  and  \"herewith\"  and words of\nsimilar  import  shall,  unless  otherwise stated, be construed to refer to this\nAgreement  as a whole and not to any particular provision of this Agreement, and\narticle,  section,  paragraph,  exhibit  and  schedule  references  are  to  the\narticles,  sections, paragraphs, exhibits and schedules of this Agreement unless\notherwise  specified.\n\n          (d)     The  plural  of  any  defined  term  shall  have  a  meaning\ncorrelative  to  such  defined term, and words denoting any gender shall include\nall  genders.  Where  a  word  or  phrase  is  defined herein, each of its other\ngrammatical  forms  shall  have  a  corresponding  meaning.\n\n          (e)     A  reference  to  any  party  to  this  Agreement or any other\nagreement  or  document  shall  include  such  party's  successors and permitted\nassigns.\n\n          (f)     A  reference  to  any  legislation  or to any provision of any\nlegislation  shall  include any amendment, modification or re-enactment thereof;\nany legislative provision substituted therefor and all regulations and statutory\ninstruments  issued  thereunder  or  pursuant  thereto.\n\n          (g)     The  parties  have participated jointly in the negotiation and\ndrafting  of this Agreement.  In the event an ambiguity or question of intent or\ninterpretation  arises,  this Agreement shall be construed as if drafted jointly\nby  the  parties,  and no presumption or burden of proof shall arise favoring or\ndisfavoring  any  party  by  virtue  of  the authorship of any provision of this\nAgreement.\n\n                                   ARTICLE XI\n\n                              GENERAL PROVISIONS\n\n     11.1     Survival  of Representations .  The representations and warranties\n              ----------------------------\nin  this  Agreement  shall survive the Effective Time for a period of 24 months.\nThis Section 11.1 shall not limit any covenant or agreement of the parties which\nby  its  terms  shall  survive  the  Effective  Time.\n\n     11.2     Notices  .  Any  notice, request, instruction or other document to\n              -------\nbe  given  hereunder by any party to another party shall be in writing and shall\nbe  deemed  given  when  delivered  personally,  upon  receipt of a transmission\nconfirmation  (with  a  confirming  copy  sent  by overnight courier) if sent by\nfacsimile  or  like  transmission,  and  on  the  next business day when sent by\nFederal  Express,  United  Parcel  Service,  Express  Mail,  or  other reputable\novernight  courier,  to  the  party  at  the  following addresses (or such other\naddresses  for  a  party  as  shall  be  specified  by  like  notice):\n\n          (a)     If  to  Compaq,  Digital  or  AV:\n\n               Compaq  Computer  Corporation\n               20555  State  Highway  2-19\n               Houston,  Texas  77070\n               Attention:          General  Counsel\n               Facsimile:          (978)  493-4222\n\n               With  a  copy  to:\n\n               Skadden,  Arps,  Slate,  Meagher  &amp; Flom  LLP\n               One  Beacon  Street\n               Boston,  Massachusetts  02108\n               Attention:          Louis  A.  Goodman,  Esq.\n               Facsimile:          (617)  573-4822\n\nand\n\n               AltaVista  Company\n               529  Bryant  Street\n               Palo  Alto,  California  94311\n               Attention:          General  Counsel\n               Facsimile:          (650)  617-3526\n\n\n      \n          (b)     If  to  CMGI  or  Newco,  to:\n\n               CMGI,  Inc.\n               100  Brickstone  Square\n               Andover,  Massachusetts  01810\n               Attention:          William  Williams  II,  Esq.\n               Facsimile:          (978)  684-3601\n\n     With  a  copy  to:\n\n               Hale  and  Dorr  LLP\n               60  State  Street\n               Boston,  Massachusetts  02109\n               Attention:          Mark  G.  Borden,  Esq.\n               Facsimile:          (617)  526-5000\n\n     11.3     Entire Agreement No Assignment Governing Law .  This Agreement (a)\n              --------------------------------------------\nconstitutes  the  entire  agreement  and  supersedes  all  other  agreements and\nunderstandings,  both  written and oral, between the parties with respect to the\nsubject  matter  hereof; (b) shall not be assigned by any party (by operation of\nlaw  or  otherwise)  without the prior written consent of the other parties, and\n(c)  shall  be  governed  by and be construed in accordance with the laws of the\nState  of  Delaware without giving effect to the principles of conflicts of laws\nthereof.\n\n     11.4     Parties  in  Interest  .  This Agreement shall be binding upon and\n              ---------------------\ninure solely to the benefit of each party hereto and their respective successors\nand  assigns,  and nothing in this Agreement, express or implied, is intended to\nconfer  upon  any  other  person any rights or remedies of any nature whatsoever\nunder  or  by  reason  of  this  Agreement.\n\n     11.5     Counterparts  .  This  Agreement  may be executed in any number of\n              ------------\ncounterparts  and by the different parties hereto on separate counterparts, each\nof  which when so executed and delivered shall be deemed an original, but all of\nwhich  together  shall  constitute  one  and  the  same  instrument.\n\n     11.6     Headings  .  The  section  and  other  headings  contained in this\n              --------\nAgreement  are  for  reference purposes only and shall not affect in any way the\nmeaning  or  interpretation  of  this  Agreement.\n\n     11.7     Severability  .  In  case  any  term,  provision,  covenant  or\n              ------------\nrestriction  contained  in  this  Agreement  is  held  to be invalid, illegal or\nunenforceable  in any jurisdiction, the validity, legality and enforceability of\nthe remaining terms, provisions, covenants or restrictions contained herein, and\nof  such  term,  provision,  covenant  or restriction in any other jurisdiction,\nshall  not  in  any  way  be  affected  or  impaired  thereby.\n\n\n                   END OF AGREEMENT EXCEPT FOR SIGNATURE PAGE\n\n      \n\n      \n     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of\nthe  date  first  above  written.\n\n                              CMGI,  INC.\n\n\n                              By:  s  David  S.  Wetherell\n                                 ---------------------------\n                                   David  S.  Wetherell\n                                   Chairman  of  the  Board,  President  and\n                                   Chief  Executive  Officer\n\n\n                              COMPAQ  COMPUTER  CORPORATION\n\n                              By:  s  William  Strecker\n                                 ------------------------\n\n\n\n                              DIGITAL  EQUIPMENT  CORPORATION\n\n                              By:  s  William  Strecker\n                                 ------------------------\n\n\n\n                              ALTAVISTA  COMPANY\n\n\n                              By:  s  Rodney  Schrock\n                                 ----------------------\n\n\n\n                              ZOOM  NEWCO  INC.\n\n\n                              By:  s  William  Williams  II\n                                 ----------------------------\n                                   William  Williams  II\n                                   Vice  President\n\n\n\n\n\n\n              signature page to purchase and contribution agreement\n\n\n      \n                                                                       EXHIBIT A\n\n                                 TERM SHEET FOR\n                          $220,000,000 THREE YEAR NOTE\n                          ----------------------------\n\n                              SUMMARY OF NOTE TERMS\n\n\nMaker:              CMGI,  Inc.,  a  Delaware  corporation  (the \"Corporation\")\n\nTitle:              $220,000,000  Three  Year  Note  (the  \"Note\")\n\nPrincipal  Amount:  $220,000,000\n\nTerm:               3  years\n\nInterest  Rate:     Annual rate of 10.5% on  outstanding  principal,  compounded\n                    semiannually on the basis of a 360 day year.\n\nInterest  Payments: The holder of the Note is  entitled  to  interest  payments,\n                    payable  semiannually in arrears from the date of making, at\n                    the  applicable  interest  rate.  Interest is payable at the\n                    option of the Corporation in cash,  marketable securities or\n                    common stock of the Corporation.\n\nNon-cash\nPayments:           The  valuation  of interest or  principal  payments  made in\n                    common stock of the Corporation or in marketable  securities\n                    shall be determined  using the average closing trading price\n                    for  the  respective   security  for  the  10  trading  days\n                    immediately  subsequent to such non-cash payment. Any shares\n                    of common stock or  marketable  securities  constituting  an\n                    interest or principal payment are to be freely tradeable.\n\nPrincipal Payments: Principal  must  be  paid  in  full  upon  Note  expiration;\n                    principal  may be  prepaid,  either  in  whole  or in  part,\n                    without  penalty.  Principal is payable at the option of the\n                    Corporation in cash,  marketable  securities or common stock\n                    of  the   Corporation.      \n\nRanking:            The Note will not be subordinated.\n\n      \nDefault:            If any  interest  payment is not made in full amount or when\n                    due (subject to cure within ten business  days from the date\n                    of scheduled  payment),  the  applicable  interest rate will\n                    increase  by 3% and at the sole  option of the  Holder,  the\n                    term will accelerate so that all  outstanding  principal and\n                    interest will become payable in full immediately.\n\n\n\n\n      \n\n                                                                       EXHIBIT B\n\n                                 TERM SHEET FOR\n                            SERIES D PREFERRED STOCK\n                            ------------------------\n\n                        SUMMARY OF PREFERRED STOCK TERMS\n\n\nIssuer:                   CMGI,  Inc.,  a  Delaware  corporation  (the\n                          \"Corporation\")\n\nTitle:                    Series  D  Preferred  Stock  (\"Preferred Shares\")\n\nStated  Value:            $180,000,000  in  the  aggregate\n\nPar  Value:               $.01  per  share\n\nNumber  of  Shares\nIssued:                   18,090.45\n\nReturn  Rate:\n\n     Annual rate of 11.0% of the stated value per share for the first six months\n     after  issuance;  14.0%  thereafter,  increasing  by an additional 50 basis\n     points for every  subsequent six month period,  to a maximum annual rate of\n     16.0%.\n\nRecord  Date:\n\n     One business day prior to the scheduled quarterly dividend payment date.\n\nDividends:\n\n     Each holder of a  Preferred  Share is  entitled  to  cumulative  dividends,\n     payable quarterly from the date of issuance,  at the applicable return rate\n     plus any dividend paid on the common stock, through the date of conversion.\n     No quarterly  dividends  will accrue or be payable for the first six months\n     after issuance in the event that the conversion  occurs prior to the second\n     record date. The dividends are payable at the option of the  Corporation in\n     cash, marketable securities or common stock of the Corporation.\n\n      \nNon-cash\nDividends:\n\n     The  valuation  of  dividends  of  common  stock of the  Corporation  or of\n     marketable securities shall be determined using the average closing trading\n     prices for the  respective  security  for the 10 trading  days  immediately\n     subsequent to the payment of such non-cash dividends.  Any shares of common\n     stock or  marketable  securities  constituting  a dividend are to be freely\n     tradeable.\n\nRanking:\n\n     The  Preferred  Shares will rank junior to Series B  Convertible  Preferred\n     Stock and Series C Convertible  Preferred Stock; senior to common stock; at\n     least pari passu with any other class or series of capital stock thereafter\n     created,  in each case as to  distribution  of  assets  upon  voluntary  or\n     involuntary liquidation or dissolution.\n\nVoting:\n\n     Holders of Preferred Shares are entitled to one vote per Preferred Share on\n     all matters  submitted to  stockholders  for a vote. A majority vote of the\n     holders of the Preferred  Shares,  voting as a separate series, is required\n     to (1)  redeem or  purchase  any  Preferred  Shares,  (2) issue any  equity\n     security  senior to or on a parity  with the  Preferred  Shares  (including\n     additional issuances of Preferred Shares), (3) approve any sale or transfer\n     of all or substantially all of the assets of the Company or any subsidiary,\n     or any consolidation or merger involving the Company or any subsidiary,  or\n     any recapitalization, dissolution or liquidation of the Company (other than\n     the merger of AltaVista into Zoom Newco),  and (4) amend the charter of the\n     Company to change the seniority rights,  liquidation preferences,  dividend\n     and conversion rights of the Preferred Shares.\n\nLiquidation  Preference:\n\n     Upon voluntary or involuntary liquidation or dissolution,  the stated value\n     per share plus accrued and unpaid  dividends and the ratable  distribution,\n     if any, made in respect of the common stock.  Certain  events,  including a\n     consolidation  or merger with the original  shareholders  retaining  50% or\n     less of the  voting  power,  or a sale of all or  substantially  all of the\n     assets of the Corporation, are deemed a liquidation.\n\n      \nMandatory Redemption:\n\n     Seven  years  after the  initial  issuance  of the  Preferred  Shares,  the\n     Corporation  must  redeem all of the  Preferred  Shares  outstanding,  at a\n     redemption  price of the stated  value per share,  plus  accrued and unpaid\n     dividends.\n\nAutomatic Conversion:\n\n     In the event that the stockholders of the Corporation  shall at any meeting\n     of stockholders approve, by a majority of votes cast and in accordance with\n     law  and  the  rules  and  regulations   applicable  to  the  Corporation's\n     securities,  the conversion of the Preferred  Shares,  the Preferred Shares\n     automatically  will be converted  into an aggregate of 1,809,045  shares of\n     common stock,  which is the number of shares of common stock  calculated by\n     dividing the aggregate  stated value of the Preferred  Shares by a price of\n     $99.50 per share of common  stock,  subject to  customary  adjustments  for\n     stock splits and similar events.\n\n      \n\n                                                                       EXHIBIT C\n\n\n[*] Confidential treatment has been requested for certain portions of this\ndocument.  Such portions have been redacted and marked with a [*].  The \nnon-redacted version of this document has been sent to the Securities\nand Exchange Commission pursuant to an application for confidential treatment.\n\n\n\n\n                              ASSIGNMENT AGREEMENT\n                                  BY AND AMONG\n                          COMPAQ COMPUTER CORPORATION,\n                          DIGITAL EQUIPMENT CORPORATION\n                                       AND\n                                 ZOOM NEWCO INC.\n\n\n     ASSIGNMENT  AGREEMENT  (the  \"AGREEMENT\")  dated as of ________, 1999, (the\n\"Effective  Date\")  by  and  among  Compaq  Computer  Corporation,  a  Delaware\ncorporation  (\"COMPAQ\"),  Digital  Equipment  Corporation,  a  Massachusetts\ncorporation  and  a wholly-owned subsidiary of Compaq (\"DIGITAL\") and Zoom Newco\nInc.,  a  Delaware  corporation  (\"NEWCO\").\n\n     WHEREAS,  Compaq, through a wholly-owned subsidiary, currently owns a World\nWide  Web site with the URL www.altavista.com that provides, among other things,\nInternet  search  and  navigation  functionality;\n\n     WHEREAS,  Newco  intends  to own and operate a premier e-commercee-service\nand  information  hub  World  Wide  Web  platform  using  the  technology of the\nAltaVista  Business  (as  defined  below),  provided  by  Compaq;\n\n     WHEREAS, Compaq and Digital agree, as appropriate, to contribute, transfer,\nassign  or  license  or  cause its Affiliates to contribute, transfer, assign or\nlicense  the  rights  and assets contemplated by this Agreement and the attached\nSchedules  (the  \"CONTRIBUTION\"),  to  Newco  for the operation of the AltaVista\nPlatform;\n\n     NOW  THEREFORE, in consideration of the premises, the mutual agreements and\ncovenants  contained  herein,  and  other  good  and valuable consideration, the\nreceipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto\nagree  as  follows:\n\n\n      \n1.     DEFINITIONS.\n\nThe  following  definitions  shall  apply  throughout  this Agreement:\n\n     1.1      \"AFFILIATE\" shall  mean, with respect to any specified Person, any\nother  Person  that  directly  or indirectly through one or more intermediaries,\ncontrols,  is  controlled  by,  or  is under common control with, such specified\nPerson.\n\n     1.2     \"AGREEMENT\"  shall  have  the  meaning  set  forth in the preamble.\n\n     1.3     \"ALTAVISTA\"  shall  mean  AltaVista Company, a Delaware corporation\nand  wholly-owned  subsidiary  of  Digital.\n\n     1.4     \"ALTAVISTA  BUSINESS\"  shall  mean  the  business  operations  for\nCompaq's  AltaVista  division as of June 29, 1999, including without limitation,\nAltaVista,  Zip2  and  SDC,  and  future  business operations contemplated, in a\nwritten development plan, as of June 29, 1999 and implemented within twelve (12)\nmonths  of  such  date.\n\n     1.5     \"ALTAVISTA  DOMAIN  NAMES\"  shall  have  the  meaning  set forth in\nSection  2.1.2(d).\n\n     1.6     \"ALTAVISTA  MARKS\"  shall  have  the  meaning  set forth in Section\n2.1.2(a).\n\n     1.7     \"ALTAVISTA  PATENT\"  shall  mean a patent that has been assigned to\nNewco  hereunder.\n\n     1.8     \"ALTAVISTA  PLATFORM\"  shall  mean  a  Web  site operated by or for\nAltaVista  that  includes  any  or  all  of search and navigation functionality,\ndirectories, indices, content aggregation channeling, e-commerce and e-services,\nand  the  software  implementing  the  foregoing.\n\n     1.9     \"ALTAVISTA  SHARES\" shall mean the issued and outstanding shares of\ncommon  stock  of  AltaVista,  par  value  $0.01  per  share.\n\n     1.10    \"ASSIGNED INTELLECTUAL PROPERTY\"  shall  have the meaning set forth\nin  Section  2.1.2.\n\n     1.11     \"ASSUMED  LIABILITIES\" shall have the meaning set forth in Section\n2.1.8.\n\n     1.12     \"CODE\"  shall  mean the Internal Revenue Code of 1986, as amended.\n\n      \n     1.13     \"COMPAQ\"  shall  have  the  meaning  set  forth  in  the preamble.\n\n     1.14     \"COMPAQ'S  AREA  OF  BUSINESS\" shall mean all business segments in\nwhich Compaq sells goods or services during the applicable period, including but\nnot  limited  to  all  customer  segments  to  whom  Compaq  sells such goods or\nservices.\n\n     1.15     \"COMPAQ PROPERTY\" shall have the meaning set forth in Section 5.1.\n\n     1.16     \"COMPAQ RESERVED RIGHTS\" shall mean a royalty-free, non-exclusive,\nworldwide,  perpetual  and irrevocable right for Compaq to use, make, have made,\nsell,  copy,  modify,  display,  distribute,  prepare  derivative  works  of,\nsublicense,  or  otherwise  exploit  in  any  manner  the  Assigned Intellectual\nProperty  (other  than  the  AltaVista  Marks, except as provided in Article 6),\nprovided,  however,  that the Compaq Reserved Rights shall not include the right\n    ----\nfor  Compaq  to  sublicense  its  rights  in  any Assigned Intellectual Property\nassigned  to  Newco  hereunder  other  than  (i) in connection with products and\nservices  of  Compaq distributed or provided to end users or distributors in the\nordinary  course  of business or (ii) as part of a derivative work created by or\non  behalf  of  Compaq,  and  provided  further,  that  Compaq  may  not grant a\n                              --------  -------\nsublicense to any AltaVista Patent as part of any cross-license of substantially\nthe  entire  portfolio of Compaq or Digital patents.  The foregoing rights shall\nnot  be  transferable,  other than to Affiliates of Compaq, except in connection\nwith the sale of all or substantially all of Compaq's assets, whether by merger,\nasset  purchase,  or  otherwise.\n\n     1.17     \"DIGITAL\"  shall  have  the  meaning  set  forth  in the preamble.\n\n     1.18     \"GOVERNMENTAL  ENTITY\" shall have the meaning set forth in Section\n4.1\n\n     1.19     \"INDEMNIFIED  PARTY\"  shall  have the meaning set forth in Section\n10.3.\n\n     1.20     \"INDEMNIFYING  PARTY\"  shall have the meaning set forth in Section\n10.3.\n\n     1.21     \"CONTRIBUTION\"  shall  have the meaning set forth in the preamble.\n\n      \n     1.22     \"INTELLECTUAL  PROPERTY\" shall mean all trademarks, service marks,\ntrade  names,  Internet  domain  names,  designs,  logos,  slogans  and  general\nintangibles  of  like  nature,  together  with  goodwill,  patents,  copyrights\n(including registrations and applications for each of the foregoing); inventions\n(both  patentable  and not patentable); computer programs, including any and all\nsoftware  implementations of algorithms, models and methodologies in both source\ncode  and  object  code  form,  all  documentation,  including  user manuals and\ntraining  materials,  related to any of the foregoing; confidential information,\ntechnology, know-how, processes, formulae, algorithms, models and methodologies.\n\n     1.23     \"MARKS\"  shall  mean  trademarks,  service  marks, Internet domain\nnames,  trade  names,  logos  and  designs,  together  with  applications  and\nregistrations  of  the  foregoing.\n\n     1.24     \"NEWCO\"  shall  have  the  meaning  set  forth  in  the  preamble.\n\n\n     1.25     \"PERSON\"  shall  mean  any  individual,  bank,  partnership, firm,\ncorporation,  limited liability company, association, trust, or any other entity\nor  organization.\n\n     1.26     \"RETAINED  INTELLECTUAL PROPERTY\" shall have the meaning set forth\nin  Section  2.1.7.\n\n     1.27     \"RETAINED LIABILITIES\" shall have the meaning set forth in Section\n2.1.8.\n\n     1.28     \"SDC\"  shall  mean  Shopping.com,  a  California  corporation.\n\n     1.29     \"THIRD  PERSON  ASSERTION\"  shall  have  the  meaning set forth in\nSection  10.3.\n\n1.30     \"ZIP2\"  shall  mean  Zip2  Corporation,  a  California  corporation.\n\n\n2.     DELIVERIES\n\n     2.1     Deliveries  of  Compaq  and  Digital.\n             ------------------------------------\n\n          2.1.1  Digital  and  Compaq  hereby transfer and deliver the shares of\nstock  listed  on  Schedule  A  to  Newco.\n                   -----------\n\n          2.1.2  Intellectual  Property.  Subject to the Compaq Reserved Rights,\n                 ----------------------\nCompaq  itself,  or  through  its  Affiliates,  hereby  assigns,  transfers, and\ndelivers  to Newco, and Newco hereby accepts all of Compaq's and its Affiliates'\nright, title, and interest in and to the intellectual property listed below (the\n\"ASSIGNED  INTELLECTUAL PROPERTY\"), including without limitation, (w) all rights\nof  priority  under international agreements to which the United States adheres;\n(x)  the  rights  to enforce the Assigned Intellectual Property; (y) all income,\nroyalties,  damages,  claims,  and payments now or hereafter due or payable with\nrespect  thereto, and all rights corresponding thereto throughout the world; and\n(z)  (subject  to Section 2.1.8) all of Compaq's and its Affiliates' obligations\nunder  any  existing  license  agreements.\n\n\n      \n          (a)  All  Marks used primarily in the AltaVista Business including but\nnot  limited  to  those  set forth on Schedule 2.1.2(a) (the \"ALTAVISTA MARKS\"),\ntogether  with  the  goodwill  connected  with  the use of and symbolized by the\nAltaVista  Marks,  and  all renewals thereof, and all intent-to-use applications\nfor  the AltaVista Marks, together with the portion of the AltaVista Business to\nwhich  such  Marks  apply;\n\n          (b)  All copyrights used primarily in the AltaVista Business and known\nby  AltaVista  as of June 29, 1999, including but not limited to those set forth\non  Schedule  2.1.2(b),  and all renewals thereof, as determined pursuant to the\nLetter  Agreement  by and among Compaq, Digital, Newco, CMGI, Inc. and AltaVista\ndated  as  of  [  ]  (hereinafter,  the  \"Letter  Agreement\");\n\n          (c)  (i)  The  patents  and  patent  applications,  and the inventions\ndescribed  therein,  set forth on Schedule 2.1.2(c), and all patent applications\nentitled to claim priority thereof (including, but not limited to continuations,\ncontinuations-in-part,  continued prosecution applications, divisions, reissues,\nand  reexaminations  and  all  foreign  counterparts  thereof);  (ii)  certain\ninventions  as  set forth on Schedule 2.1.2(c); and (iii) any additional patents\nand  patent  applications  agreed  upon  pursuant  to  the  Letter  Agreement;\n\n          (d)  All  Internet  domain  names  used  primarily  in  the  AltaVista\nBusiness  including but not limited to those set forth on Schedule 2.1.1(d) (the\n\"ALTAVISTA  DOMAIN  NAMES\");  and\n\n          (e)  All  technology,  software  (including  but not limited to source\ncode,  object code, content, supporting documentation and other data), know-how,\ntrade  secrets, methods, algorithms and formulae used primarily in the AltaVista\nBusiness  and  known  by  AltaVista  as  of  June  29,  1999;\n\n          (f)  All  Intellectual  Property  developed  by employees of AltaVista\nbetween  June  29,  1999  and  the  Effective  Date.\n\n      \n          2.1.3  [RESERVED]\n\n          2.1.4  Third-Party  Agreements.  To the extent permissible under their\n                 -----------------------\nterms,  Compaq, itself or through its Affiliates, hereby assigns, transfers, and\ndelivers  to  Newco,  Compaq's  and  its  Affiliates'  rights in the third-party\nagreements  used  primarily  in  the  AltaVista  Business,  including  without\nlimitation  those third-party agreements listed on Schedule 2.1.4.  In the event\nsuch  agreements  cannot  be  assigned, Compaq shall use commercially reasonable\nefforts  to  assign  the  rights  thereunder to Newco.  If Compaq is not able to\nobtain  the  right  to  assign  such  agreements  to  Newco  despite  the use of\ncommercially  reasonable  efforts,  Compaq  shall  use  commercially  reasonable\nefforts  to  sublicense  the rights thereunder to Newco.  Compaq and Newco shall\nsplit  equally any fees imposed by the party to each such agreement with respect\nto  such  assignment or sublicense.  In the event that there are any third party\nagreements  used  (other than primarily used) in the AltaVista Business and also\nused  in  Compaq's  Area of Business, such agreements shall not be assigned, but\nCompaq  shall  either: (i) sublicense the rights to Newco, if so permitted under\nthe  Agreement;  or  (ii) use commercially reasonable efforts to obtain from the\napplicable  vendor the right for Newco to be included in such agreement(s) until\nthe  conclusion  of their then current term(s).  Compaq shall have no obligation\nto  pay  any  fees  to  secure  such  rights  for  Newco.\n\n          2.1.5  Hardware, Equipment and Real Estate.  Compaq, itself or through\n                 -----------------------------------\nits  Affiliates,  hereby  assigns,  transfers,  and  delivers  to  Newco, all of\nCompaq's  and  its Affiliates' right, title, and interest in and to the hardware\nand  equipment  (including  any  third-party  software  contained thereon to the\nextent  assignable)  and  real estate (including leases) used exclusively in the\nAltaVista  Business,  including  without  limitation the hardware, equipment and\nreal estate listed on Schedule 2.1.5, provided that the transfer to Newco of any\n                                      --------\nitem  of hardware or equipment hereunder (i) shall not be deemed to transfer any\nownership  rights  with  respect  to Intellectual Property included therewith or\nincorporated  therein  and  (ii)  shall  be  subject to Compaq's or the relevant\nCompaq  Affiliate's  standard  terms  and conditions of sale for such item.  The\nparties  will  work  together  in  good  faith to determine whether hardware and\nequipment  (including  any  software contained thereon to the extent assignable)\nused  primarily  in  the AltaVista Business should be transferred to Newco.  The\nparties  will  agree  in  good  faith  on  an  orderly  transition, including an\nequitable  allocation  of costs, with respect to any hardware and equipment used\nin  the  AltaVista  Business  and  not  transferred  to  Newco  hereunder.\n\n          2.1.6  Third  Party  Consents.   If  any  transfer  or  assignment  by\n                 ----------------------\nCompaq, or any assumption by Newco, of any interest in, or liability, obligation\nor  commitment under, any asset requires the consent of a third party, then such\nassignment  or assumption is hereby made subject to such consent being obtained,\nand  Compaq  shall  use commercially reasonable efforts to obtain such consents.\n\n      \n          2.1.7  License  from  Compaq  to  Newco.  Subject  to  the  terms  and\n                 --------------------------------\nconditions  of  this Agreement, Compaq, itself or through its Affiliates, hereby\ngrants  to  Newco  a  royalty-free,  non-exclusive, non-transferable, worldwide,\nperpetual and irrevocable license and right to use, make, have made, sell, copy,\nmodify,  display,  distribute, prepare derivative works of, or otherwise exploit\nthe  Intellectual  Property  existing  as  of  the  Effective  Date, and that is\ncurrently  used  or  currently  planned  (as of June 29, 1999) to be used in the\nAltaVista  Business  (other  than  the  Assigned  Intellectual  Property)  (the\n\"RETAINED  INTELLECTUAL  PROPERTY\")  and known as of June 29, 1999 by AltaVista,\nprovided  that  the  foregoing rights may be exploited solely in connection with\n--------\nthe  operation  of  the AltaVista Platform.  For purposes of this Section 2.1.7,\n\"currently  planned\"  means  there  is  recorded,  tangible  documentation  of a\ndevelopment  plan  to use such Intellectual Property and the plan is implemented\nwithin 12 months of June 29, 1999.  Newco shall have the right to sublicense the\nRetained Intellectual Property solely as part of the AltaVista Platform, whether\nor  not  that  Platform  is  incorporated  into a Newco product or service.  The\nforegoing  rights  shall not be transferable, other than to Affiliates of Newco,\nexcept  in  connection  with  the  sale  of  all or substantially all of Newco's\nassets,  whether  by  merger,  asset  purchase  or  otherwise.  Notwithstanding\nanything in this Agreement to the contrary, Newco's use of any software owned by\nCompaq  or  an  Affiliate  and  licensed to Newco hereunder that is commercially\navailable  or  currently  planned  for  commercial  release  shall be subject to\nCompaq's standard terms and conditions for such software, except that Newco will\nnot  be  required to pay any fees in connection with its use of such software in\nconnection  with  the  AltaVista  Business.\n\n      \n          2.1.8  Liabilities.  Compaq shall retain (i) all pending or threatened\n                 -----------\ncauses  of  action,  claims  and  demands relating to the AltaVista Business and\nCompaq  that arose prior to the Effective Date and all future claims relating to\nthe  subject  matter  of such pending or threatened litigation including without\nlimitation  relating to Shopping.com, Inc. (collectively, \"LITIGATION\") and (ii)\nfees  and  expenses  related  to  transactions between CMGI Inc. and Compaq, any\nproposed  spinoff  transaction  of assets to Newco by Compaq, any acquisition by\nCompaq  relating  to  the  AltaVista  Business,  and any proposed initial public\noffering  (the  foregoing  subsections  (i) and (ii) are hereinafter referred to\ncollectively  as  the  \"RETAINED LIABILITIES\").  Subject to the foregoing, Newco\nshall  assume  all  liabilities relating to the assets that accrue or that arise\nafter the Effective Date (including performance obligations under the agreements\nset forth on Schedule 2.1.4 and, subject to 2.1.8(i), any claims or demands made\nafter the Effective Date and relating to or arising from facts and circumstances\noccurring  prior  to  the  Effective  Date)  being  transferred  to it by Compaq\npursuant  to  this  Agreement  (the \"ASSUMED LIABILITIES\").  Assumed Liabilities\nshall  also  include  claims where certain of the facts giving rise to the claim\noccurred  after the Effective Date.  Newco shall reasonably cooperate fully with\nCompaq  in  the defense of any Litigation and shall make available to Compaq all\ninformation  and  documentation  in  its  possession  or control relating to any\nLitigation.\n\n          2.1.9  Compaq  shall  maintain in confidence all Assigned Intellectual\nProperty  that  was  maintained  in  confidence by Compaq prior to the Effective\nDate.\n\n3.     REPRESENTATIONS  AND  WARRANTIES\n\n     3.1     Compaq  Warranties.  Compaq hereby represents and warrants to Newco\n             -------------------\nas  of  the  Effective  Date  that:\n\n          3.1.1  Compaq  is  a  corporation  duly organized and validly existing\nunder  the  laws of the state of its incorporation, and has all corporate powers\nand  all  material  governmental licenses, authorizations, permits, consents and\napprovals  required  to  carry  on  its  business  as  now  conducted;\n\n          3.1.2  The  execution,  delivery  and  performance  by  Compaq of this\nAgreement  are  within  the  corporate  powers  of  Compaq  and  have  been duly\nauthorized  by  all  necessary  corporate  action  on  the part of Compaq.  This\nAgreement  constitutes  a  valid  and  binding  agreement  of Compaq enforceable\nagainst  Compaq  in  accordance  with  its  terms;\n\n          3.1.3  The  execution,  delivery  and  performance  by  Compaq of this\nAgreement  requires  no  action  by  or  in  respect  of,  or  filing  with, any\ngovernmental  body,  agency  or  official;  and\n\n          3.1.4  The  execution,  delivery  and  performance  by  Compaq of this\nAgreement  do  not  and  will  not  (i)  violate the organizational documents of\nCompaq,  (ii) violate any applicable law, judgment, injunction, order or decree,\nor  (iii) require any notice or consent or other action by any person or entity,\nconstitute  a default, or give rise to any right of termination, cancellation or\nacceleration of any right or obligation of Compaq or to a loss of any benefit to\nwhich  Compaq  is entitled, under any agreement or other instrument binding upon\nCompaq  or any license, franchise, permit or other similar authorization held by\nCompaq.\n\n          3.1.5  To the knowledge of Compaq, the Assigned Intellectual Property,\nthe  license  to  the  Retained  Intellectual Property, and Compaq's third party\nagreements  (on  the  assumption  they  are all assignable) are the intellectual\nproperty  rights  sufficient to operate the AltaVista Business, except where the\nabsence  of  such rights would not have an AltaVista Material Adverse Effect (as\ndefined  in  the  Purchase  and  Contribution  Agreement).\n\n      \n     3.2     Newco  Warranties.  Newco  hereby represents and warrants to Compaq\n             -----------------\nas  of  the  Effective  Date  that:\n\n          3.2.1  Newco  is  a  corporation  duly  organized and validly existing\nunder  the  laws  of the state of its incorporation and has all corporate powers\nand  all  material  governmental licenses, authorizations, permits, consents and\napprovals  required  to  carry  on  its  business  as  now  conducted;\n\n          3.2.2  The  execution,  delivery  and  performance  by  Newco  of this\nAgreement are within the corporate powers of Newco and have been duly authorized\nby  all  necessary  corporate  action  on  the  part  of  Newco.  This Agreement\nconstitutes  a valid and binding agreement of Newco enforceable against Newco in\naccordance  with  its  terms;\n\n          3.2.3  The  execution,  delivery  and  performance  by  Newco  of this\nAgreement  require  no  action  by  or  in  respect  of,  or  filing  with,  any\ngovernmental  body,  agency  or  official;\n\n          3.2.4  The  execution,  delivery  and  performance  by  Newco  of this\nAgreement  does  not  and  will  not (i) violate the organizational documents of\nNewco,  (ii)  violate any applicable law, judgment, injunction, order or decree,\nor  (iii)  require  any  notice  or consent or other action by any person under,\nconstitute  a  default  under,  or  give  rise  to  any  right  of  termination,\ncancellation or acceleration of any right or obligation of Newco or to a loss of\nany  benefit to which Newco is entitled under, any agreement or other instrument\nbinding  upon  Newco  or  any  license,  franchise,  permit  or  other  similar\nauthorization  held  by  Newco.\n\n4.     COVENANTS\n\n     4.1     Maintenance.   Newco  shall  bear  all  expenses incurred after the\n             -----------\nEffective  Date  in  connection  with  the  maintenance  and  prosecution of the\nAssigned  Intellectual  Property.\n\n     4.2     Employment.\n             ----------\n\n          4.2.1  Employees.  Effective  as  of  a  date  which  is  as  soon  as\n                 ---------\npracticable  after  the  Effective  Date (such date, the \"TRANSFER DATE\"), Newco\nshall  employ  approximately  400  employees.  Nothing  in  this Agreement shall\nrequire Newco to employ any such employee on other than an exclusively \"at will\"\nbasis, except as otherwise required by any employment contract or union contract\nwith  or  covering  such  employees.  Similar  treatment  will  apply  to  other\nemployees  who  commence employment with Newco from a Compaq Affiliate after the\nTransfer  Date.\n\n      \n     4.3     [RESERVED]\n\n     4.4     Connectivity.  For a period of three years from the Effective Date,\n             ------------\nCompaq  agrees  to  continue to provide to Newco at no charge to Newco, backbone\nInternet  connectivity via the Palo Alto Internet Exchange to the same extent as\nCompaq  is  providing  such  connectivity for the AltaVista Business immediately\nprior  to  June  29,  1999.\n\n5.     OWNERSHIP.\n\n     5.1     Compaq's  Ownership  Rights.  The  parties  hereby  acknowledge and\n             ---------------------------\nagree that, as between Compaq and its Affiliates, on the one hand, and Newco, on\nthe  other hand:  (i) all right, title and interest to all Retained Intellectual\nProperty  (the  \"COMPAQ  PROPERTY\") is the sole and exclusive property of Compaq\n(or  the  relevant  Compaq  Affiliate);  (ii)  Newco has no rights in the Compaq\nProperty  except  as expressly granted herein; and (iii) Newco will not take any\naction  or  permit  any  action to be taken with respect to such Compaq Property\ninconsistent  with  the  foregoing  acknowledgment.\n\n     5.2     Newco  Ownership  Rights.  The parties hereby acknowledge and agree\n             ------------------------\nthat,  as  between  Compaq  and Newco:  (i) all right, title and interest to all\nAssigned Intellectual Property is the sole and exclusive property of Newco; (ii)\nexcept  for the Compaq Reserved Rights, Compaq and its Affiliates have no rights\nin  the Assigned Intellectual Property; and (iii) Compaq and its Affiliates will\nnot  take  any  action  or  permit  any  action to be taken with respect to such\nAssigned  Intellectual  Property inconsistent with the foregoing acknowledgment.\nCompaq  acknowledges  that  it and its Affiliates are not joint owners of any of\nthe  Assigned  Intellectual  Property.\n\n6.     TRADEMARK  LICENSE.\n\n     6.1     Use  of  AltaVista  Marks.  Newco  hereby  grants to Compaq and its\n             -------------------------\nAffiliates  a  non-exclusive, royalty-free license to use, reproduce, distribute\nand  display  the  AltaVista  Marks  in  connection  with any Compaq products or\nservices  incorporating such Marks as of the Effective Date.  Such license shall\nterminate  six  (6)  months  after  the  Effective  Date.\n\n      \n     6.2     Quality  Control.  Newco  shall  have the right to exercise quality\n             ----------------\ncontrol over the use of the AltaVista Marks by Compaq and its Affiliates and the\nCompaq  products  and  services  with  which  the  Marks  are used to the degree\nnecessary,  in  the  sole  opinion  of  Newco,  to  maintain  the  validity  and\nenforceability  of  such Marks and to protect the goodwill associated therewith.\nIn  the  event  that  Newco  finds  that  use  of  any Mark by Compaq and\/or its\nAffiliates  in the reasonable opinion of Newco materially threatens the goodwill\nof  such  Mark  or fails to comply with Newco's reasonable quality standards for\nsuch  products  and services, Compaq shall, upon notice from Newco, immediately,\nand  no  later  than  ten  (10)  days  after receipt of Newco's notice, take all\nmeasures  reasonably  necessary  to  correct  the  identified  deviations  or\nmisrepresentation  in,  or  misuse  of,  the  relevant  items.\n\n7.     TERMINATION.\n\n     7.1     Termination  for  Breach.  This  Agreement  may  be terminated by a\n             ------------------------\nparty upon the material breach of this Agreement by the other party which breach\nis  not  cured  within  30  days  of  notice  of  such  breach.\n\n\n      \n\n     7.2     Survival.  The  terms  of  Articles 1, 5 and 10 and Sections 2.1.7,\n             --------\n2.1.8 and 2.1.9 of this Agreement shall survive the termination or expiration of\nthis  Agreement.  Nothing  herein,  including  the  survivability of any license\nshall  preclude  a  party  from  seeking  damages  for breach of this Agreement.\n\n8.     EXPORT  CONTROL  PROVISION.\n\nEach  party  shall  be  responsible  for  compliance  with all applicable export\nregulations  relating  to  its  export  of any of the technology covered by this\nAgreement.\n\n9.     TAXES.\n\nEach  of  the parties hereto shall treat the contributions referenced in Section\n1.2  of  the  Purchase  and  Contribution  Agreement  to  which  this Assignment\nAgreement  is attached as Exhibit C (the \"Purchase Agreement\"), as a transaction\n                          ---------\ndescribed  in  Section 351 of the Internal Revenue Code of 1986, as amended, for\nall  tax  purposes, and shall take no position inconsistent therewith in any Tax\nReturn  (as  defined  in  the  Purchase  Agreement),  any  proceeding before any\nGovernmental  Authority (as defined in the Purchase Agreement), Taxing Authority\n(as defined in the Purchase Agreement), or otherwise.  The parties will promptly\nnotify  each  other  of  any audits, examinations, actions or proceedings by any\nTaxing  Authority  (as  defined  in  the  Purchase  Agreement),  regarding  the\ntransactions  contemplated  or  referred  to  in  the  Purchase  Agreement.\n\n      \n10.     INDEMNIFICATION.\n\n     10.1      Indemnification  by Newco.  Except as provided in this Article or\n               -------------------------\nin  Section  2.1.8  (Retained Liabilities), Newco will indemnify and hold Compaq\nand  its Affiliates, officers, directors and employees harmless from and against\nany  and  all  damages,  costs, or expenses resulting from any claim, action, or\ncomplaint  brought  by  a  third party against any indemnitee under this Section\n10.1  (\"DAMAGES\"),  to the extent that such claim arises from or out of  (a) any\nactivities  of  Newco with respect to the AltaVista Business after the Effective\nDate,  other  than claims of infringement of any intellectual property rights of\nany  third person that could have been brought by such third person prior to the\nEffective Date; (b) the Assumed Liabilities; (c) any misrepresentation or breach\nof  representation  or  warranty of Newco contained herein; or (d) any breach of\nany  covenant  or  agreement  to  be  performed  by  Newco  hereunder.\n\n\n      \n\n     10.2     Indemnification  by  Compaq.  Compaq will indemnify and hold Newco\n              ---------------------------\nand  its  Affiliates  (other  than  Compaq),  officers,  directors and employees\nharmless from and against any and all damages, costs, or expenses resulting from\nany  claim, action, or complaint brought by a third party against any indemnitee\nunder this Section 10.2, to the extent that such claim arises from or out of (a)\nany  activities  of  Compaq  with  respect  to  the AltaVista Business after the\nEffective  Date;  (b)  the  Retained  Liabilities;  (c) any misrepresentation or\nbreach  of representation or warranty of Compaq contained herein; (d) any breach\nof  any covenant or agreement to be performed by Compaq or its Affiliates (other\nthan  Newco)  hereunder;  or  (e) any indemnification obligation of Newco or any\nNewco  Affiliate  to  officers, directors or employees arising out of activities\nprior  to  the  Effective  Date.\n\n     10.3     Notice  of  Indemnification.  A  party  seeking  indemnification\n              ---------------------------\npursuant  to  this  Section  10.3  (an  \"INDEMNIFIED PARTY\") from or against the\nassertion  of any claim by a third person (a \"THIRD PERSON ASSERTION\") will give\nprompt  notice  to  the  party  from  whom  indemnification  is  sought  (the\n\"INDEMNIFYING  PARTY\");  provided  that  failure  to give prompt notice will not\n                         --------\nrelieve  the Indemnifying Party of any liability hereunder (except to the extent\nthe  Indemnifying Party has suffered actual material prejudice by such failure).\n\n      \n     10.4     Assumption  of  Defense.  Within  twenty  (20)  business  days  of\n              -----------------------\nreceipt  of  notice  from  the  Indemnified  Party pursuant to this Section, the\nIndemnifying  Party  will  have  the right, exercisable by written notice to the\nIndemnified  Party,  to  assume the defense of a Third Person Assertion.  If the\nIndemnifying  Party  assumes  such  defense,  the Indemnifying Party  may select\ncounsel,  which  counsel will be reasonably acceptable to the Indemnified Party.\n\n     10.5     Appointment  of Counsel.  After notice from the Indemnifying Party\n              -----------------------\nto  the  Indemnified  Party  of its election to assume the defense of such Third\nParty  Assertion,  the Indemnifying Party shall not be liable to the Indemnified\nParty  under  this Article for any legal or other expenses subsequently incurred\nby  the  Indemnified  Party  in  connection  with the defense thereof other than\nreasonable  costs  of  investigation,  provided, that if there may be reasonable\n                                       --------\nlegal  defenses  available to it that are different from or in addition to those\navailable to the Indemnifying Party the reasonable fees, disbursements and other\ncharges  of  counsel  for  the  Indemnified  Party will be at the expense of the\nIndemnifying  Party or parties.  It is understood that the Indemnifying Party or\nparties  shall  not, in connection with any proceeding or related proceedings in\nthe  same  jurisdiction,  be  liable  for the reasonable fees, disbursements and\nother  charges  of  more than one separate firm of attorneys (in addition to any\nlocal  counsel)  at  any  one  time  for  all such Indemnified Party or parties.\n\n     10.6     Failure  to Defend.  If the Indemnifying Party (a) does not assume\n              ------------------\nthe defense of any Third Person Assertion in accordance with this Article 10; or\n(b)  having  so  assumed such defense, unreasonably fails to defend against such\nThird  Person  Assertion,  then,  upon  five  (5)  days'  written  notice to the\nIndemnifying  Party,  the Indemnified Party may assume the defense of such Third\nPerson  Assertion.  In  such event, the Indemnified Party will be entitled under\nthis  Article  10  to  indemnification  for  the  costs  of  such  defense.\n\n     10.7     Settlement.  The  party  controlling the defense of a Third Person\n              ----------\nAssertion  will  have the right to consent to the entry of judgment with respect\nto,  or  otherwise  settle,  such  Third Person Assertion with the prior written\nconsent  of  the  other  party, which consent will not be unreasonably withheld;\nprovided  that such other party may withhold its consent if any such judgment or\n--------------\nsettlement imposes a monetary obligation on such other party that is not covered\nby the indemnification, imposes any material non-monetary obligation, materially\naffects  the rights of such other party in any Intellectual Property or does not\ninclude an unconditional release of such other party and its Affiliates from all\nclaims  of  the  Third  Person  Assertion.\n\n      \n     10.8     Participation.  The  Indemnifying  Party and the Indemnified Party\n              -------------\nwill  cooperate,  and  cause  their  Affiliates  to cooperate, in the defense or\nprosecution  of  any  Third  Person  Assertion.  The  Indemnifying  Party or the\nIndemnified  Party,  as  the case may be, will have the right to participate, at\nits  own  expense,  in  the defense or settlement of any Third Person Assertion.\n\n11.     LIMITATIONS  OF  LIABILITY\n\n     11.1     Limitation  of Liability.  EXCEPT FOR INDEMNIFICATION OBLIGATIONS,\n              ------------------------\nIF  ANY,  OF A PARTY PURSUANT TO ARTICLE 10, NO PARTY SHALL BE LIABLE TO ANOTHER\nPARTY  OR  ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR\nINDIRECT DAMAGES (INCLUDING LOSS OF GOOD WILL OR BUSINESS PROFITS), OR EXEMPLARY\nOR  PUNITIVE DAMAGES.  NO OFFICER, DIRECTOR, MANAGER, MEMBER, OR EMPLOYEE OF ANY\nPARTY  SHALL  HAVE  ANY  PERSONAL  LIABILITY  UNDER  THIS  AGREEMENT.\n\n     11.2     Limitation  of  Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS\n              --------------------------\nAGREEMENT, EACH OF DIGITAL, COMPAQ AND NEWCO EXPRESSLY DISCLAIMS ALL WARRANTIES,\nEXPRESS  OR  IMPLIED,  INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A\nSPECIFIC  PURPOSE.  EXCEPT  AS  EXPRESSLY  SET FORTH IN THIS AGREEMENT, NO PARTY\nENDORSES,  WARRANTS,  OR  GUARANTEES  ANY PRODUCT OR SERVICE OFFERED THROUGH ITS\nSITE,  OR  IN  THE  CASE  OF  NEWCO  THE  ALTAVISTA  PLATFORM.\n\n12.     MISCELLANEOUS\n\n     12.1     Governing  Law.  Any  question as to the validity, construction or\n              --------------\nperformance  of this Agreement shall be construed in accordance with and subject\nto  the substantive laws (as opposed to the conflicts of laws provisions) of the\nState  of  Delaware  and,  where  applicable,  the  laws  of  the United States.\n\n     12.2     Entire Agreement.  Except for the Letter Agreement, this Agreement\n              ----------------\ncontains  the  entire understanding between Newco and Compaq with respect to its\nsubject  matter,  supersedes  all  previous  oral  or  written  agreements  or\nunderstandings  between  them  with  respect  thereto, and shall not be modified\nexcept by a writing signed by all parties hereto.  Neither the course of conduct\nbetween  the parties nor trade usage shall act to modify or alter the provisions\nof  this  Agreement.\n\n      \n     12.3     No Waiver.  No waiver by any party or any breach of this Agreement\n              ---------\nby  any  other  shall  be  deemed to be a waiver of any preceding, or subsequent\nbreach  thereof.  The  failure of a party to insist upon strict adherence to any\nterm of this Agreement on one or more occasions shall not be considered a waiver\nor deprive that party of the right thereafter to insist upon strict adherence to\nthat  term  or  any other term of this Agreement.  Any waiver must be in writing\nexecuted  by  the  waiving  party.\n\n     12.4     Partial Invalidity.  If any portion of the Agreement shall be held\n              ------------------\nto  be  illegal,  invalid  or  unenforceable  in  any  respect, such invalidity,\nillegality  or unenforceability shall not affect any other provision hereof, and\nthis Agreement shall be constructed as if such invalid, illegal or unenforceable\nprovision  had  never  been  contained  herein.\n\n     12.5     Notices.  Except  as  otherwise  expressly  provided  herein,  all\n              -------\nnotices  and  other  communications  required or desired to be served, given, or\ndelivered  hereunder  shall be made in writing or by a telecommunications device\ncapable  of  creating  a  written record and shall be addressed to the President\n(with  a  copy  sent to the General Counsel) of each party to be notified at the\nrespective  addresses  set  forth on the signature page hereto or, as to each of\nthe  parties,  at  such  other  address as designated by such party in a written\nnotice  to the other party.  Notices shall be deemed to have been duly given (i)\nif  delivered  personally  or  otherwise  actually  received,  (ii)  if  sent by\novernight  delivery  service, (iii) if mailed by first class United States mail,\npostage prepaid, registered or certified, with return receipt requested, or (iv)\nif  sent  by telecopy.  Notice mailed as provided in clause (iii) above shall be\neffective  upon  the  expiration  of  seven days after its deposit in the United\nStates  mail and notice sent as provided in clause (iv) above shall be effective\nupon  transmission.  Notice  given in any other manner described in this section\nshall  be  effective  upon  receipt by the addressee thereof; provided, however,\n                                                              --------  -------\nthat  if  any notice is tendered to an addressee and delivery thereof is refused\nby  such  addressee,  such  notice  shall  be  effective  upon  such  tender.\n\n     12.6     Section  Headings.  Section  headings  used  herein  are  for\n              -----------------\ninformational  purposes  only  and  shall not define nor limit the provisions of\nthis  Agreement.\n\n     12.7     Successors  and Assigns.  This Agreement shall be binding upon and\n              -----------------------\ninure  to  the  benefit of Newco and its successors and assignees and Compaq and\nits  successors  and  assignees permitted hereunder.  Neither party hereto shall\nassign,  subcontract or otherwise delegate its obligations hereunder without the\nprior  written  consent  of  the  other  Party,  which  consent  shall  not  be\nunreasonably  withheld,  except  that  either  party  may assign, subcontract or\notherwise  delegate  all  of  its  rights and obligations hereunder without such\nconsent  in  connection  with  the  sale  of  all  or  substantially all of such\nassigning  party's  assets  related  to this Agreement, whether by merger, asset\npurchase  or  otherwise.\n\n      \n     12.8     Independent  Contractors.  Each  party agrees it is and will be an\n              ------------------------\nindependent contractor as to the other Party and not an agent, employee, partner\nor  joint  venturer of or with the other party.  Without limiting the foregoing,\nno  party  nor  any  officer or employee of such will have any right to bind any\nother  party,  to  make any representations or warranties on behalf of any other\nparty, to accept service of process, to receive notice, or to perform any act or\nthing  on  behalf  of any other party other than as expressly authorized by such\nother  party  in  its  sole  discretion.\n\n     12.9     Counterparts.  This  Agreement  may  be  executed in any number of\n              ------------\ncounterparts,  each  such  counterpart  shall be an original instrument, and all\nsuch counterparts shall together constitute the same agreement. Execution may be\neffectuated  by delivery of facsimiles of signature pages (and the parties shall\nfollow  such  delivery  by  prompt  delivery  or  originals  of  such  pages).\n\n     12.10     Further  AssurancesActions.  At  any time and from time to time,\n               ---------------------------\neach  party  hereto  agrees, without further consideration, to take such actions\nand  to  execute  and  deliver  such  documents  as  any  other party hereto may\nreasonably  request  as  may be necessary effectuate the terms of this Agreement\nand  to  consummate  the  transactions  contemplated  hereby.\n\n     12.11     Press ReleasesStatements. Except as may be required by law or by\n               -------------------------\nthe  rules  of  any  national securities exchange, no party hereto shall issue a\npress release or other similar public announcement making reference to any other\nparty,  such  other  party's products or the services provided hereunder, unless\nsuch  party  has  received  the  approval of the other party with respect to the\nproposed text of such press release or announcement, which approval shall not be\nunreasonably  withheld or delayed.  No party shall make or publish any statement\nwhich  is, or may be reasonably considered to be, disparaging of any other party\nor  its  Affiliates,  directors,  employees,  products  or  services.\n\n     12.12     Remedies Cumulative.  No remedy conferred upon any of the parties\n               -------------------\nby  this Agreement is intended to be exclusive of any other remedy, and each and\nevery  such  remedy  shall  be  cumulative and shall be in addition to any other\nremedy  given  hereunder  or  now  or  hereafter  existing  at law or in equity.\n\n\n      \n     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this\nAssignment  Agreement  as  of  the  day  and  year  first  above  written.\n\n\n\n      \n\n                                   COMPAQ  COMPUTER  CORPORATION\n\n                                   By:  _________________________\n\n                                   Name:  _______________________\n\n                                   Title:  ______________________\n\n                                   20555  State  Highway  249\n                                   Houston,  Texas  77070\n\n                                   DIGITAL  EQUIPMENT  CORPORATION\n\n                                   By:  _________________________\n\n                                   Name:  _______________________\n\n                                   Title:  ______________________\n\n                                   40  Old  Bolton  Road\n                                   Stow,  Massachusetts  01775\n\n                                   ZOOM  NEWCO  INC.\n\n                                   By:  _________________________\n\n                                   Name:  _______________________\n\n                                   Title:  ______________________\n\n                                   100  Brickstone  Square\n                                   Andover,  Massachusetts  01810\n\n\n\n      \n                                   SCHEDULE A\n\n\n1.     All  the  issued  and  outstanding  capital  stock  of AltaVista Company.\n\n2.     All the issued and outstanding capital stock of Zip2 Corporation and SDC,\nexcept  for  the  shares of Zip2 and SDC, if any, otherwise sold pursuant to the\nPurchase  and Contribution Agreement dated as of June 29, 1999 among CMGI, Inc.,\nNewco,  Compaq,  Digital  and  AltaVista  Company.\n\n3.     All  of  the  shares of the capital stock of Central Corporation owned by\nCompaq  or  its  Affiliates.\n\n4.     All  of  the shares of the capital stock of  Virage, Inc. owned by Compaq\nor  its  Affiliates.\n\n5.     All  the  shares  of the capital stock of Mail.com owned by Compaq or its\nAffiliates.\n\n6.     One  million shares of the capital stock of FreePC, Inc. owned by  Compaq\nor  its  Affiliates.\n\n\n      \n       \n         \n                                             SCHEDULE 2.1.2(A)\n                                           ALTAVISTA TRADEMARKS\n                                           --------------------\n\n\nMARK              APPLICATION NUMBER   REGISTRATION NUMBER  U.S. REPORT REF PAGE  FOREIGN REPORT  REF PAGE\n----------------  -------------------  -------------------  --------------------  ------------------------\n                                                                                     \n\nALTAVISTA. . . .           75-060,960            2,112,885                    26                       152\nALTAVISTA LOGO .           75-168,716            2,130,077                    27                       185\nALTA VISTA . . .           75-060,939            2,052,345                   108                       110\nALTAVISTA. . . .           75-100,586            2,047,808                   109                       152\nALTAVISTA. . . .           75-100,587            2,181,100                   115                       152\nALTAVISTA LOGO .           75-168,715              Pending                   128                       185\nALPHAVISTA . . .           75-045,919            Abandoned                   270                       NA\nAV Photo Finder.         (Common Law)                                        NA                       NA\n\n         \n\n\n      \n                                SCHEDULE 2.1.2(B)\n                               Assigned Copyrights\n                               -------------------\n\nArachne\nMicroscooter\nPrimescooter\nVscooter\nFilter\nDupelim  (depages,  mergepairs,  sortpairs,  modules)\nWebindexer  (webindexer,  module)\nBabelfish\nFfscat\nVision\nPav\nAVN\nMarvin\nPathfinder\nGillette\nThetrip\nWorklife\nTarantula\nQueryfwd\n\n\n\n      \n\n       \n         \n\n\n                                             SCHEDULE 2.1.2(C)\n                           Patents and Applications to be Assigned to AltaVista\n                           ----------------------------------------------------\n\n      \n\n\n     Patent # (US)        Docket #\n     Issue Date           Serial #                       Title                           Inventor(s)\n     IndTotal Claims    Filing Date\n===  =================  =============  ==========================================  =======================\n                                                                                      \n\n  1  5,724,033 . . . .  PD96-0207      Method for Encoding Delta Values            M. Burrows\n     3398. . . . . .  08695,059\n                        8996\n\n  2  5,745,889 . . . .  PD96-0204      Method for Parsing Information of           M. Burrows\n     42898 . . . . .  08694,793     Databases Records Using Word Location\n     121. . . . . . .  8996         Pairs and Metaword Location Pairs\n\n  3  5,745,890 . . . .  PD96-0216      Sequential Searching of a Database Index    M. Burrows\n     42898 . . . . .  08694,912     Using Constraints on Word Location Pairs\n     15 . . . . . . .  8996\n\n  4  5,745,894 . . . .  PD96-0212      Method for Generating and Searching a       M. Burrows\n     42898 . . . . .  08696,408     Range-Based Index of Word Locations         A. Hisgen\n     14 . . . . . . .  8996\n\n  5  5,745,898 . . . .  PD96-0217      Method for Generating a Compressed          M. Burrows\n     42898 . . . . .  08695,906     Index of Information of Records of a\n     11 . . . . . . .  8996         Database\n\n  6  5,745,899 . . . .  PD96-0206      Method for Indexing Information of a        M. Burrows\n     42898 . . . . .  08689,541     Database\n     11 . . . . . . .  8996\n\n  7  5,745,900 . . . .  PD96-0214      Method for Indexing Duplicate Database      M. Burrows\n     42898 . . . . .  08711,192     Records Using a Full-Record Fingerprint\n     13 . . . . . . .  8996\n\n  8  5,765,149 . . . .  PD96-0213      Modified Collection Frequency Ranking       M. Burrows\n     6998. . . . . .  08695,057     Method\n     13 . . . . . . .  8996\n\n  9  5,765,150 . . . .  PD96-0218      Method for Statistically Projecting the     M. Burrows\n     6998. . . . . .  08695,905     Ranking of Information\n     13 . . . . . . .  8996\n 10  5,765,158 . . . .  PD96-0208      Method for Sampling a Compressed Index      M. Burrows\n     6998. . . . . .  08696,409     to Create a Summarized Index\n     13 . . . . . . .  8996\n\n      \n 11  5,765,168 . . . .  PD96-0215      Method for Maintaining an Index             M. Burrows\n     6998. . . . . .  08696,816\n     315. . . . . . .  8996\n\n 12  5,787,435 . . . .  PD96-0209      Method for Mapping an Index of a            M. Burrows\n     72898 . . . . .  08700,748     Database into an Array of Files\n                        8996\n\n 13  5,797,008 . . . .  PD96-0205      Memory Storing an Integrated Index of       M. Burrows\n     81898 . . . . .  08694,919     Database Records\n     11 . . . . . . .  8996\n\n 14  5,809,502 . . . .  PD96-0211      Object-Oriented Interface for an Index      M. Burrows\n     91598 . . . . .  08695,904\n     110. . . . . . .  8996\n\n 15  5,832,500 . . . .  PD96-0210      Method for Searching an Index               M. Burrows\n     11398 . . . . .  08695,060\n     11 . . . . . . .  8996\n\n 16  5,852,820 . . . .  PD96-0219      Method for Optimizing Entries for           M. Burrows\n     122298. . . . .  08689,542     Searching an Index\n     11 . . . . . . .  8996\n\n 18   na . . . . . . .  PD96-119       A Method for Determining the                A. Broder\n      na . . . . . . .  665,709        Resemblance of Documents                    C. Nelson\n      na . . . . . . .  61896\n\n 17   na . . . . . . .  PD96-0069      System and Method for Creating and \n      na . . . . . . .  08571,748     Maintaining a Current Directory of          Louis Monier\n      na . . . . . . .  121395       Web Pages Located on the World\n                                       Wide Web\n\n 19   na . . . . . . .  PD96-0070      Method for Parsing, Indexing and            M. Burrows\n      na . . . . . . .  08696,406     Searching World-Wide-Web Pages \n      na . . . . . . .  8996\n\n 21  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 24  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 26  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n      \n 27  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 28   na . . . . . . .  PD96-0207-CNT  Method for Encoding Delta Values            M. Burrows\n      na . . . . . . .  09032,826\n      na . . . . . . .  22798\n\n 29  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 31  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 32  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 33  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 34  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 35   na . . . . . . .  PD96-0212-CNT  Method for Searching Range-Based            M. Burrows \n      na . . . . . . .  09054,445     Values of an Index                          A. Hisgen\n      na . . . . . . .  4398\n\n 36  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 38  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n      \n 39  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 40  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 41  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 42  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 43  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 44  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n\n 52  [*] . . . . . . .  [*]            [*]                                         [*]\n     \n         \n\n\n      \n\n                                SCHEDULE 2.1.2(D)\n                                  Domain Names\n                                  ------------\n\n1.     www.altavista.com\n\n2.     www.av.com\n\n\n\n\n      \n                                 SCHEDULE 2.1.4\n                             Third Party Agreements\n                             ----------------------\n\n1.     Value-Added  Link  Agreement between Digital Equipment Corp. and Starting\nPoint,  LLC  dated  72897.\n\n2.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp.  and The\nInternet  Solution  (Pty)  Ltd.,  dated  61597.\n\n3.     Value-Added  Link Agreement between Digital Equipment Corp. and Thomson &amp; Thomson,  dated  10197.\n\n4.     Value-Added  Link  Agreement  between  Digital Equipment Corp. and Yahoo!\nInc.,  dated  7396.\n\n5.     Value-Added  Link  Agreement between Digital Equipment Corp. and Videotex\nNederland  NV  (World  AccessPlanet  Internet),  dated  72197.\n\n6.     Value-Added  Link  Agreement  between  Digital  Equipment Corp. and CNET,\nInc.,  dated  8__96.\n\n7.     Value-Added  Link Agreement between Digital Equipment Corp. and CMP Media\nInc.,  dated  121696.\n\n8.     Value-Added Link Agreement between Digital Equipment Corp. and Belgium Ad\nValvas  BVBA,  dated  10197.\n\n9.     Value-Added  Link  Agreement between Digital Equipment Corp. and Belgacom\nSA  de  Droit  Public,  dated  102697.\n\n10.     Value-Added  Link  Agreement between Digital Equipment Corp. and Digital\nInsight  Corporation,  dated  112097.\n\n11.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp.  and\nEncyclopedia  Britannica,  Inc.,  dated  6__98.\n\n12.     Value-Added  Link  Agreement between Digital Equipment Corp. and Findlaw\nInc.,  dated  91896.\n\n13.     Value-Added  Link  Agreement between Digital Equipment Corp. and Go2net,\nInc.,  dated  102797.\n\n14.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp. and G+J\nElectronic  Media  Service  GmbH,  dated  42397.\n\n      \n15.     Value-Added  Link  Agreement  between  Digital Equipment Corp. and Kaare\nDanielsen,  dated  42497.\n\n16.     Value-Added Link Agreement between Digital Equipment Corp. and LookSmart\nLtd.,  dated  42597.\n\n17.     Value-Added  Link  Agreement  between Digital Equipment Corp. and Modern\nTechnologies,  dated  102497.\n\n18.     Value-Added Link Agreement between Digital Equipment Corp. and Medialink\nInteractive  Limited  Partnership,  dated  6497.\n\n19.     Value-Added  Link Agreement between Digital Equipment Corp. and Objectif\nNet,  dated  12998.\n\n20.     Value-Added Link Agreement between Digital Equipment Corp. and Mediaone,\nInc.,  dated  92397.\n\n21.     Value-Added  Link Agreement between Digital Equipment Corp. and Pinnacle\nPublishing,  Inc.,  dated  10197.\n\n22.     Value-Added Link Agreement between Digital Equipment Corp. and Time Inc.\nNew  Media,  dated  31298.\n\n23.     Value-Added  Link  Agreement between Digital Equipment Corp. and Telecom\nPTT,  dated  91296.\n\n24.     Value-Added  Link  Agreement  between  Digital  Equipment Corp. and Info\nMedia  Systems,  dated  122096.\n\n25.     Value-Added  Link Agreement between Digital Equipment Corp. and Internet\nBusiness  Connection,  dated  121796.\n\n26.     Value-Added  Link  Agreement between Digital Equipment Corp. and General\nInternet,  Inc.,  dated  31697.\n\n27.     Value-Added  Link  Agreement  between  Digital  Equipment  Corp.  and\nScandinavia  On  Line,  A.B.,  dated  93098.\n\n28.     Value-Added  Link  Agreement between Digital Equipment Corp. and Netway,\ndated  [4196].\n\n      \n29.     Value-Added  Link  Agreement  between  Compaq  Computer  Corp. and Apple\nComputer,  Inc.,  dated  92498.\n\n30.     Premier  Search  Services  Agreement  between Digital Equipment Corp. (a\nwholly-owned  subsidiary  of  Compaq  Computer Corp.) and Microsoft Corporation,\ndated  91698.\n\n31.     Internet  Services  Agreement between Compaq Computer Corp. and Cybernet\nData  Systems,  dated  11298.\n\n32.     Internet  Services  Agreement  between  Digital  Equipment  Corp.  and\nMarketGuide  Inc.,  dated  5198.\n\n33.     Internet  Services  Agreement  between  Digital  Equipment  Corp. and II\nInteractive  Group,  dated  52598.\n\n34.     Internet Services Agreement between Digital Equipment Corp. and iName, a\ndivision  of  GlobeComm,  Inc.,  dated  7198.\n\n35.     Internet  Services  Agreement  between  Digital Equipment Corp. and Wall\nStreet  on  Demand,  dated  51598.\n\n36.     Internet Services Agreement between Digital Equipment Corp. and Centraal\nCorporation,  dated  4298.\n\n37.     Internet  Services  Agreement  between  Digital  Equipment  Corp.  (a\nwholly-owned  subsidiary  of  Compaq  Computer  Corp.)  and Hoover's Inc., dated\n63098.\n\n38.     Category  Supply  Agreement  between  Digital  Equipment  Corp. (and its\nparticipating  majority-owned  subsidiaries,  affiliates)  and  LookSmart, Inc.,\ndated  33098.\n\n39.     AltaVista Category Supply Agreement between Digital Equipment Corp. (and\nits  participating  majority-owned  subsidiaries,  affiliates,  and  any  future\nparent)  and  Interim  Services,  Inc.,  dated  51298.\n\n40.     Procurement  and  Trafficking  Agreement between Digital Equipment Corp.\n(and  its  wholly-owned  and  majority-owned  subsidiaries  and  affiliates) and\nDoubleClick,  Inc.,  dated  121696,  as  amended  on  11899.\n\n41.     Premier  Search Program between Digital Equipment Corp. and Yahoo! Inc.,\ndated  63098.\n\n      \n42.     Advertising Agreement between Digital Equipment Corp. acting through its\nAltaVista  division  and  Amazon.com,  Inc.,  dated  92497.\n\n43.     Network  Affiliate Agreement between Digital Equipment Corp. and Telstra\nCorporation,  Ltd,  dated  9_96.\n\n44.     Network  Affiliate  Agreement  between  Digital  Equipment  Corp.  and\nTelefonica  Publicidad  e  Informacion,  dated  13197.\n\n45.     Network  Affiliate  Agreement  between  Digital Equipment Corp. and Alam\nTeknocrat  Sdn.  Bhd.,  Ltd,  dated  121396.\n\n46.     Authorized  AltaVista Country Search Affiliate Agreement between Digital\nEquipment  Corp.  (and  its  participating  majority-owned  subsidiaries  and\naffiliates)  and  Telus  Advertising  Services,  Inc.,  dated  4198.\n\n47.     Mapping  Service  and  Linking Agreement between Digital Equipment Corp.\nand  Vicinity,  dated  5198.\n\n48.     Directory  Services  Agreement  between Digital Equipment Corp. (and its\nsubsidiaries  and  affiliates)  and  Switchboard,  Inc.,  dated  43098.\n\n49.     Co-Branded  Site  and  Linking Agreement between Digital Equipment Corp.\nand  ABCNewsStarwave  AIV's  dba  ABCNews  Internet  Ventures,  dated 6198.\n\n50.     Digital  Research  Agreement  between  Digital  Equipment Corp. (and all\nsubsidiary  and  related  companies  which  it  then  or  thereafter  owned  or\ncontrolled)  and  Armines  at  Ecole  Des  Mines  de  Paris,  dated  101196.\n\n51.     Technology License Agreement between Digital Equipment Corp. and Armines\nat  Ecole  des  Mines  de  Paris,  dated  10696.\n\n52.     Joint  Promotion  Agreement  between  Digital  Equipment  Corp.  and\nTheTrip.com,  dated  33198.\n\n53.     Consulting  Services  Purchase  Order  between  Digital  Corporation and\nTeragram  Corporation,  dated  121497.\n\n54.     OEM  License and Marketing Agreement between Digital Equipment Corp. and\nTeragram  Corp,  dated  21398.\n\n55.     License  Agreement  between  Digital  Equipment  Corp.  (a  wholly owned\nsubsidiary  of  Compaq  Computer  Corp.)  and  Surfwatch  Software,  Inc., dated\n83198.\n\n      \n56.     Honorary  Research Agreement between Digital Equipment Corp. and Patrice\nBerlin,  dated  21198.\n\n57.     Consulting  Services Agreement between Digital Equipment Corp. and Franz\nGuenthner,  dated  1198.\n\n58.     Co-Branded  Site  and  Linking Agreement between Digital Equipment Corp.\nand  InteliHealth,  Inc.,  dated  32598.\n\n59.     Agreement  between  Compaq  Computer  Corp. and Mark Kim, dated 92598.\n\n60.     Equipment  Software  Distribution  and License Agreement between Digital\nEquipment  Corp.  and  Inxight  Software, Inc. (a Xerox New Enterprise Company),\ndated  123097.\n\n61.     Agreement  between Digital Equipment Corp. (a wholly owned subsidiary of\nCompaq  Computer  Corp.)  and  Corbis  Corporation,  dated  81398.\n\n62.     Agreement  between  Digital Equipment Corp. and Digimarc, dated 33198.\n\n63.     AltaVista  Visual  Search  Service  Agreement  between Digital Equipment\nCorp.  (including  its  AltaVista  Internet  Software  business  unit  and  its\nparticipating  majority-owned  subsidiaries  and  affiliates)  and Virage, Inc.,\ndated  63097.\n\n64.     Services Agreement between Digital Equipment Corp. (and its subsidiaries\nand  affiliates  which  it  then  or  thereafter controls) and Systran SA, dated\n6998.\n\n65.     Internet  Site  Agreement  between  Digital  Equipment Corp. and Reuters\nNewmedia,  Inc,  dated  51598.\n\n66.     U.S.  Language  Net Search Services Agreement -Premier Provider, between\nDigital  Equipment  Corp.  and  Netscape  Communications  Corp.,  dated 52098.\n\n67.     AltaVista  Rating  Data Supply Agreement between Digital Equipment Corp.\n(including  its  AltaVista  search  services business unit and its participating\nmajority-owned  subsidiaries  and  affiliates)  and  Net  Shepherd,  Inc., dated\n91997.\n\n68.     Castanet  UpdateNow  Integration  and  Distribution  Agreement  between\nDigital  Equipment  Corp.  and  Marimba,  Inc.,  dated  121997.\n\n69.     Technology  Service  Agreement  between  Ask  Jeeves,  Inc.  and  Compaq\nComputer  Corporation,  dated  100298.\n\n\n      \nMy  AltaVista  Agreements\n-------------------------\n\n          Compaq  is  currently in the process of negotiating content agreements\nfor  a  new  service  called  \"My  AltaVista\"  with  the  following  parties:\n\n1.     Talk  City\n2.     Real  News\n3.     Astrology.net\n4.     Accuweather\n5.     CNN  SI\n6.     CNN  Sports\n7.     CNNfn\n\n\n      \n\n                                 SCHEDULE 2.1.5\n                       Hardware, Equipment and Real Estate\n                       -----------------------------------\n\nHardware:\n---------\n\n\n\n\nEquipment:\n---------\n\n\n\nReal  Estate:\n------------\n\n529  Bryant  Street\nPalo  Alto,  CA\n\nLeases:\n------\n\n1825  S.  Grant  Street\nSan  Mateo,  CA\n\n111  Theory  Street\nIrvine,  CA\n\n122  E.  42nd  Street\nNew  York,  NY\n\n1455  Frazee  Road\nSan  Diego,  CA\n\n444  Castro  Street\nMountain  View,  CA\n\n2101  West  Coast  Highway\nCorona  Del  Mar,  Irvine,  CA\n\n510  Magnolia\nStockton,  CA\n\n      \n\n\n\n                                                                     EXHIBIT  D\n\n\n                          REGISTRATION RIGHTS AGREEMENT\n\n          REGISTRATION  RIGHTS  AGREEMENT  dated  as  of [          ], 1999 (the\n\"Agreement\")  by  and  among Compaq Computer Corporation, a Delaware corporation\n(\"Compaq\"),  Digital  Equipment  Corporation,  a Massachusetts corporation and a\nwholly-owned  subsidiary  of  Compaq  (\"Digital\"),  CMGI,  Inc.,  a  Delaware\ncorporation  (\"CMGI\"), and Zoom Newco Inc., a Delaware corporation and a wholly-\nowned  subsidiary  of  CMGI  (\"Newco\").\n\n          The  parties  have  entered into a Purchase and Contribution Agreement\ndated  as  of  June  29,  1999 (the \"Purchase Agreement\") which provides for the\ncontribution  of  the  AltaVista  division  of  Digital  to  Newco.\n\n          The  parties  desire  to  provide for certain registration rights with\nrespect  to  the  common  stock of CMGI held by Digital or Compaq on the Closing\nDate  (as  defined  in the Purchase Agreement) and any shares of common stock of\nCMGI  acquired  by  the  Compaq  Group  (as  defined herein) from CMGI after the\nClosing  Date, including any shares of common stock of CMGI issued as a dividend\nor  other  distribution  with  respect  to  such  shares  (including  any equity\nsecurities  of CMGI for which such common stock is exchanged) (collectively, the\n\"CMGI  Registrable  Securities\").\n\n          The  parties  also  desire  to provide for certain registration rights\nwith  respect  to the common stock of Newco held by the Digital or Compaq on the\nClosing  Date  and any shares of such common stock issued as a dividend or other\ndistribution  with  respect  to  such shares (including any equity securities of\nNewco  for  which  such  common  stock  is  exchanged)  (the  \"Newco Registrable\nSecurities\").\n\n          NOW  THEREFORE,  in  consideration of the foregoing and the agreements\nset forth herein, and for other good and valuable consideration, the receipt and\nsufficiency  of  which  are  hereby  acknowledged,  the parties, intending to be\nlegally  bound,  hereby  agree  as  follows:\n\nSection 1.    Exercisability  of  Registration  Rights.\n              ----------------------------------------\n\n     Section 1.1   Effectiveness.  The registration rights provided for in this\n                 -------------\nAgreement shall be effective as of the date hereof, except as set forth below.\n\n     Section 1.2   Permitted  Transferees;  Exercise  of  Rights.\n                   ---------------------------------------------\n\n     (a)         Subject to Sections 5.1 and 5.2 of the Purchase Agreement,  any\n     Investor (as defined  below) may transfer the  registration  rights granted\n     hereunder  in  respect  of all  or any  portion  of  the  CMGI  Registrable\n     Securities or Newco Registrable  Securities by transferring such securities\n     and, if such  transfer is not to Compaq,  Digital or an affiliate of Compaq\n     or Digital,  sending a written notice of such transfer to CMGI or Newco, as\n     the case may be.  Compaq,  Digital  and  their  respective  affiliates  are\n     referred to herein,  collectively,  as the \"Compaq Group\". Compaq, Digital,\n     the affiliates of Compaq or Digital which hold CMGI Registrable  Securities\n     or  Newco  Registrable  Securities,  the  transferees  of CMGI  Registrable\n     Securities or Newco  Registrable  Securities and the successors and assigns\n     of any of the  foregoing  are  referred  to  herein,  collectively,  as the\n     \"Investors\" and, individually, as an \"Investor\".\n\n     (b)        The  written  notice  required  by  Section 1.2(a)  hereof shall\n     comply with Section 9.6 hereof,  be signed by both the  transferor  and the\n     transferee of the  securities  and include an executed  counterpart of this\n     Agreement  pursuant  to which the  transferee:  (a) shall become a party to\n     this  Agreement,  (b) shall be deemed to be an  Investor  for all  purposes\n     hereunder with respect to the securities transferred to it and (c) shall be\n     bound by all the provisions  hereof applicable to Investors with respect to\n     the securities transferred to it.\n\n     (c)        The  registration  rights  provided for in this  Agreement shall\n     not be  exercisable  by an Investor if and to the extent that such Investor\n     is  restricted  from  transferring  or  disposing  of the CMGI  Registrable\n     Securities or Newco Registrable Securities, as applicable,  under a lock-up\n     agreement entered into pursuant to Section 6.3(b) hereof.\n\n     Section 1.3   Duration of Registration Rights.  As to any particular\n                   -------------------------------\nCMGI  Registrable  Securities  or  Newco Registrable Securities, such securities\nshall  cease  to be CMGI Registrable Securities or Newco Registrable Securities,\nas  applicable,  when:  (a) a registration statement with respect to the sale of\nsuch securities shall have become effective under the Securities Act of 1933, as\namended  (the  \"Securities  Act\") and such securities shall have been sold under\nsuch  registration  statement; (b) such securities shall have been sold pursuant\nto  Rule 144 (or any successor provision to such Rule) under the Securities Act;\n(c)  such  securities  are eligible for sale under Rule 144(k) (or any successor\nprovision  to  such Rule) under the Securities Act; or (d) such securities shall\nhave  ceased  to  be  outstanding.\n\nSection 2.   Demand Registration of CMGI Registrable Securities.\n             --------------------------------------------------\n\n     Section 2.1   Notice and Registration.  At any time or from time to\n                   -----------------------\ntime  on  or  after  the  thirtieth  day  preceding the first anniversary of the\nEffective Time (as defined in the Purchase Agreement) upon written notice by one\nor  more  Investors  requesting  that  CMGI  effect  the  registration under the\nSecurities  Act  of  some  or all of the CMGI Registrable Securities held by the\nInvestors,  which  notice  shall  specify  the  intended  method  or  methods of\ndisposition  of  such  CMGI Registrable Securities, CMGI will use its reasonable\nbest  efforts  to effect (at the earliest possible date but the effectiveness of\nsuch  registration  shall  not  be  earlier  than  such  first  anniversary) the\nregistration,  under the Securities Act, of such CMGI Registrable Securities for\ndisposition  in  accordance  with  the intended method or methods of disposition\nstated  in  such  request,  provided  that:\n                            --------\n\n     (a)      CMGI shall  not  be  required to effect a registration  under this\n     Section 2.1,  prior to eighteen  (18) months after the  Effective  Time, of\n     more than  fifty  percent  (50%) of the  maximum  aggregate  amount of CMGI\n     Registrable Securities held at any time since the date of this Agreement by\n     the Compaq Group;\n\n     (b)      if  an  Investor  previously  has  disposed  of  CMGI  Registrable\n     Securities  pursuant to a  registration  under this Section 2.1, CMGI shall\n     not be required  to effect a  registration  under this  Section 2.1 until a\n     period of at least 90 days shall have  elapsed from the  effective  date of\n     the most recent preceding registration pursuant to this Section 2.1;\n\n     (c)      if, upon  receipt of a  registration  request  pursuant to this\n     Section 2.1, CMGI is advised by a recognized independent investment banking\n     firm selected by CMGI that, in such firm's opinion,  a registration at that\n     time and on the terms requested of any of the CMGI  Registrable  Securities\n     proposed to be offered would adversely  affect a public offering by CMGI of\n     shares of its common stock (other than in connection with employee  benefit\n     and similar  plans) (an \"CMGI Company  Offering\")  that had been planned by\n     CMGI  prior to the date of the  written  registration  request  under  this\n     Section 2.1, provided that CMGI complies with Section 3 hereof with respect\n     to such CMGI  Company  Offering,  CMGI  shall not be  required  to effect a\n     registration  pursuant to this  Section  2.1 until the  earliest of (i) the\n     later of (A) 90 days after the completion of such CMGI Company  Offering or\n     (B) the termination of any \"lock-up\"  period required by the  underwriters,\n     if any,  to be  applicable  to the  Investors  that  made the  registration\n     request in connection with such CMGI Company  Offering,  (ii) five Business\n     Days (as defined  below) after  abandonment  of such CMGI Company  Offering\n     and, for this purpose,  such CMGI Company  Offering shall be deemed to have\n     been  abandoned  if the  registration  statement  therefor  has not  become\n     effective within 90 days after the date of the written registration request\n     under this  Section 2.1 and (iii) four months after the date of the written\n     registration  request under this Section  2.1(c);  provided that CMGI shall\n     only be permitted to delay registration pursuant to this Section 2.1(c) if,\n     in the aggregate,  CMGI's exercise of such rights under this Section 2.1(c)\n     will not result in more than four months of delayed  registrations or sales\n     by Investors within any twelve (12) month period;\n\n     (d)     if, while a registration request is pending under this Section 2.1,\n     the board of directors of CMGI determines in good faith that (i) the filing\n     of a  registration  statement  would  require the  disclosure  of material,\n     nonpublic  information  regarding  CMGI and (ii) public  disclosure of such\n     material  information  would have a significant  adverse impact on CMGI, on\n     written  notice given to each Investor that made the  registration  request\n     setting forth  details  regarding  the basis for such  determination,  CMGI\n     shall not be required to effect a registration pursuant to this Section 2.1\n     until the earlier of (x) the date upon which such material  information  is\n     disclosed  to the public or ceases to be material to CMGI,  and (y) 90 days\n     after CMGI  provides  such  written  notice of such  determination  to such\n     Investors;\n\n     (e)      CMGI  shall  not  be  required  to register  any CMGI  Registrable\n     Securities under this Section 2.1 unless the approximate aggregate offering\n     price of the CMGI Registrable  Securities  proposed to be registered by the\n     Investors shall be at least $25,000,000; and\n\n     (f)      Investors  holding a majority of the CMGI  Registrable  Securities\n     then held by all Investors shall have the right,  with the approval of CMGI\n     (which approval shall not be unreasonably withheld), to select the managing\n     and other  underwriters  for any  underwritten  offering  pursuant  to this\n     Section 2.1.\n\nFor  all  purposes  of this Agreement, \"Business Day\" means any day other than a\nSaturday,  Sunday  or a day on which the Securities and Exchange Commission (the\n\"SEC\")  is  not  open  to  receive  filings.\n\n     Section 2.2   Time for Calculation.  The determination of the number\n                   --------------------\nof  CMGI Registrable Securities which, pursuant to Section 2.1(a), CMGI need not\ninclude  in  a registration shall be made immediately prior to the effectiveness\nof  the  applicable  registration.\n\n     Section 2.3   Third Person Shares.  CMGI may register shares of CMGI\n                   -------------------\ncommon  stock  for  sale  for the account of another person in a registration of\nCMGI  Registrable  Securities  under  Section  2.1,  provided  that,  except  as\notherwise  required under the terms of currently outstanding registration rights\nagreements of CMGI, CMGI shall not have the right to register any such shares to\nthe  extent  that the Investors that made the registration request under Section\n2.1 are advised in writing (with a copy to CMGI) by the managing underwriter for\nthe  offering  of such CMGI Registrable Securities that, in such firm's opinion,\nregistration of such other shares may adversely affect  the offering and sale of\nsuch  CMGI  Registrable  Securities.\n\n     Section 2.4   Number of Demands.  The Investors shall have the right to\n                   -----------------\ntwelve  registrations  pursuant to Section 2.1.  If  after  CMGI  has  exercised\nits  right  to  delay  a  registration  pursuant  to  Section 2.1(c) or (d), the\nInvestors  determine  to  withdraw  their  demand  for  such  registration, such\nwithdrawn  demand  shall  not  be  counted  as  a  demand  under this Section 2.\n\nSection 3.     \"Piggyback\"  Registration  of  CMGI  Registrable Securities.\n               -----------------------------------------------------------\n\n     Section 3.1   Notice  and  Registration.  If  at any time after the\n                   -------------------------\nfirst  anniversary  of  the Effective Time, CMGI proposes to register for public\nsale  under  the Securities Act (other than a registration on Form S-4 or S-8 or\nany successor or similar forms thereto), whether proposed to be offered for sale\nby  CMGI  or  any  other  person, including, without limitation, pursuant to the\nexercise  by  any  other person or entity of any registration rights (other than\nregistration  rights  that,  as  of  the  date hereof, prohibit the inclusion of\nsecurities  other  than  those  held by such other person or entity), any equity\nsecurities of CMGI (the \"Other CMGI Securities\") on a form and in a manner which\nwould  permit registration of CMGI Registrable Securities for sale to the public\nunder  the Securities Act, CMGI will give prompt written notice to each Investor\nof  its  intention to do so, describing such securities, and specifying the form\nand  manner  and  the  other  relevant  facts  involved  in  such  registration\n(including,  without limitation, (x) whether or not such registration will be in\nconnection  with  an  underwritten offering of equity securities and, if so, the\nidentity  of the managing underwriter and whether such offering will be pursuant\nto  a  \"best  efforts\" or \"firm commitment\" underwriting and (y) the anticipated\nprice  range  at which such securities are reasonably expected to be sold to the\npublic).  Upon  the  written  request  of an Investor, delivered to CMGI by such\nInvestor  within  15  Business Days after the giving of any such notice by CMGI,\nwhich  request  shall  specify the maximum number of CMGI Registrable Securities\nintended  to  be disposed of by such Investor, CMGI will use its reasonable best\nefforts  to  effect,  in  connection  with  the  registration  of the Other CMGI\nSecurities,  the  registration  under the Securities Act of all CMGI Registrable\nSecurities which CMGI has been so requested to register by such Investor, to the\nextent  required  to  permit  the  disposition  (in accordance with the intended\nmethod  or methods thereof as aforesaid) of CMGI Registrable Securities so to be\nregistered;  provided  that:\n             --------\n\n     (a)       CMGI will not be required  to effect  any  registration  of  CMGI\n     Registrable Securities pursuant to this Section 3.1 if (i) the registration\n     involves a \"firm commitment\" underwriting,  (ii) no securities of any other\n     selling  stockholders are to be included in the registration and (iii) CMGI\n     shall have been advised by a recognized independent investment banking firm\n     selected by CMGI that, in such firm's opinion,  a registration at that time\n     of any of the CMGI  Registrable  Securities  proposed  to be offered  would\n     adversely affect the proposed CMGI Company Offering;\n\n     (b)       if  CMGI  shall  have  been advised  by a recognized  independent\n     investment banking firm selected by CMGI that, in such firm's opinion,  the\n     number  of  securities   offered  by  such   Investors  and  other  selling\n     stockholders,  if any, in a registration  which  includes CMGI  Registrable\n     Securities  under this Section 3.1 is greater than the number of securities\n     which can be offered without adversely affecting the offering, (i) CMGI may\n     reduce pro rata the number of securities (including without limitation CMGI\n     Registrable  Securities)  offered for the  account of selling  stockholders\n     (except to the extent  that such  reductions  are  required to be made on a\n     different basis pursuant to registration  rights agreements  outstanding on\n     the date hereof, if any) to a number deemed satisfactory by such investment\n     banking  firm and (ii) in the event  that  CMGI so  reduces  the  number of\n     securities  offered  for the  account  of selling  stockholders,  each such\n     Investor  agrees  to  reduce  pro  rata  the  number  of  CMGI  Registrable\n     Securities offered for its account accordingly;\n\n     (c)      CMGI may, in its sole discretion, delay any offering of Other CMGI\n     Securities for which  registration of CMGI  Registrable  Securities also is\n     effected  under this Section 3.1 by giving  written  notice of the delay to\n     each  Investor that made a  registration  request under this Section 3.1 in\n     respect of the offering;  provided,  however,  that if (i) the registration\n     statement  with respect to the offering is not yet  effective and the delay\n     extends for more than 30 days from the date of the written  notice of delay\n     under this Section 3.1 or (ii) the  registration  statement with respect to\n     the offering has been declared  effective by the SEC and the closing of the\n     offering is delayed for more than 24 hours,  any such Investor may withdraw\n     its CMGI Registrable Securities from the offering, and thereupon CMGI shall\n     be relieved of its obligation to register such CMGI Registrable  Securities\n     (but not from its  obligation  to pay  Registration  Expenses to the extent\n     incurred in connection  therewith as provided in this  Agreement),  without\n     prejudice,  however, to the rights (if any) of such Investor immediately to\n     request that such registration be effected as a registration  under Section\n     2.1 hereof;\n\n     (d)       CMGI  shall  not  be require  to  register any  CMGI  Registrable\n     Securities under this Section 3.1 unless the approximate aggregate offering\n     price of the CMGI Registrable  Securities  proposed to be registered by the\n     Investor shall be at least (i)  $15,000,000 in the event that such Investor\n     is the only  selling  stockholder  for whom or which  securities  are being\n     registered  or (ii)  $5,000,000  in the event that such Investor is not the\n     only selling stockholder for whom or which securities are being registered;\n     and\n\n     (e)      CMGI shall have the right to select the managing  underwriter  for\n     any  underwritten  offering  for which any  Investor  shall have  requested\n     registration pursuant to this Section 3.1.\n\nNo  registration  of CMGI Registrable Securities effected under this Section 3.1\nshall  relieve  CMGI  of  its  obligation  to  effect  a  registration  of  CMGI\nRegistrable  Securities  pursuant  to  Section  2.1.\n\nSection 4.     Demand Registration of Newco Registrable Securities.\n               ---------------------------------------------------\n\n     Section 4.1   Notice and Registration.  Commencing six months after\n                   -----------------------\nNewco has completed an initial underwritten public offering of equity securities\n(the  \"IPO\"),  at  any  time or from time to time, upon written notice by one or\nmore  Investors  requesting  that  Newco  effect  the  registration  under  the\nSecurities  Act of some or all of the Newco Registrable Securities held by them,\nwhich notice shall specify the intended method or methods of disposition of such\nNewco  Registrable  Securities,  Newco  will  use its reasonable best efforts to\neffect  (at  the  earliest possible date) the registration, under the Securities\nAct, of such Newco Registrable Securities for disposition in accordance with the\nintended method or methods of disposition stated in such request, provided that:\n                                                                  --------\n\n     (a)      if  an  Investor  previously  has  disposed of  Newco  Registrable\n     Securities  pursuant to a registration  under this Section 4.1, Newco shall\n     not be required  to effect a  registration  under this  Section 4.1 until a\n     period of at least 90 days shall have  elapsed from the  effective  date of\n     the most recent such preceding registration;\n\n     (b)      if, upon  receipt  of  a  registration  request  pursuant to  this\n     Section  4.1,  Newco is  advised  by a  recognized  independent  investment\n     banking firm selected by Newco that, in such firm's opinion, a registration\n     at that time and on the  terms  requested  of any of the Newco  Registrable\n     Securities  proposed to be offered  would  adversely  affect a then planned\n     public  offering  by Newco of shares of its  common  stock  (other  than in\n     connection  with  employee  benefit and similar  plans) (an \"Newco  Company\n     Offering\")  that had been planned by Newco prior to the date of the written\n     registration  request under this Section 4.1,  provided that Newco and CMGI\n     comply with Section 5 hereof with respect to such Newco  Company  Offering,\n     Newco  shall not be  required  to effect a  registration  pursuant  to this\n     Section  4.1 until the  earliest  of (i) the later of (A) 90 days after the\n     completion of such Newco  Company  Offering or (B) the  termination  of any\n     \"lock-up\" period required by the underwriters,  if any, to be applicable to\n     the Investors that made the  registration  request in connection  with such\n     Newco Company  Offering,  (ii) five Business Days after abandonment of such\n     Newco Company  Offering and, for this purpose,  such Newco Company Offering\n     shall be  deemed  to have  been  abandoned  if the  registration  statement\n     therefor  has not  become  effective  within 90 days  after the date of the\n     written  registration  request of Compaq  under this  Section 4.1 and (iii)\n     four  months  after the date of the written  notice from Compaq  requesting\n     such  registration;  provided  that Newco shall only be  permitted to delay\n     registration pursuant to this Section 4.1(b) if, in the aggregate,  Newco's\n     exercise of such rights under this  Section  4.1(b) will not result in more\n     than four months of delayed  registrations or sales by Investors within any\n     twelve (12) month period;\n\n     (c)      if while a registration request is pending under this Section 4.1,\n     the board of  directors  of Newco  determines  in good  faith  that (i) the\n     filing  of  a  registration  statement  would  require  the  disclosure  of\n     material,  nonpublic information regarding Newco and (ii) public disclosure\n     of such material  information  would have a significant  adverse  impact on\n     Newco, on written notice given to each Investor that made the  registration\n     request setting forth details  regarding the basis for such  determination,\n     Newco  shall not be  required  to effect a  registration  pursuant  to this\n     Section  4.1 until the  earlier of (x) the date upon  which  such  material\n     information  is  disclosed  to the public or ceases to be material to Newco\n     and  (y)  90  days  after  Newco  provides  such  written  notice  of  such\n     determination to such Investors;\n\n     (d)       Newco shall not be required to  register  any  Newco  Registrable\n     Securities under this Section 4.1 unless the proposed approximate aggregate\n     offering price of the Newco Registrable  Securities to be registered by the\n     Investors shall be at least $25,000,000; and\n\n     (e)      Investors holding a majority of the Newco  Registrable  Securities\n     then held by all  Investors  shall have the  right,  with the  approval  of\n     Newco,  which approval shall not be  unreasonably  withheld,  to select the\n     managing and other  underwriters for any underwritten  offering pursuant to\n     this Section 4.1.\n\n     Section 4.2   Third  Person  Shares.  Newco  may register shares of\n                   ---------------------\nNewco  common stock for sale for the account of another person in a registration\nof  Newco Registrable Securities under Section 4.1 provided that Newco shall not\nhave  the  right  to  register such shares to the extent that the Investors that\nmade  the  registration request under Section 2.1 are advised in writing (with a\ncopy  to  Newco)  by  the  managing  underwriter  for the offering of such Newco\nRegistrable  Securities that, in such firm's opinion, registration of such other\nshares  may  adversely  affect  the  offering and sale of such Newco Registrable\nSecurities.\n\n     Section 4.3   Number of Demands.  The Investors shall have the right\n                   -----------------\nto five registrations pursuant to Section 4.1.  If after Newco has exercised its\nright  to  delay a registration pursuant to Section 4.1(b) or (c), the Investors\ndetermine  to  withdraw  their  demand  for  such  registration,  such withdrawn\nregistration  shall  not  be  counted  as  a  demand  under  this  Section  4.\n\nSection 5.   \"Piggyback\"  Registration  of  Newco  Registrable Securities.\n             ------------------------------------------------------------\n\n     Section 5.1   Notice  and  Registration.  If  Newco  proposes  to\n                   -------------------------\nregister  for public sale under the Securities Act (other than a registration on\nForm  S-4 or S-8 or any successor or similar forms thereto), whether proposed to\nbe  offered  for  sale  by  CMGI,  Newco or any other person, including, without\nlimitation,  pursuant  to  the  exercise  by  any  other person or entity of any\nregistration  rights,  any  equity  securities  of  Newco  (the  \"Other  Newco\nSecurities\")  on a form and in a manner which would permit registration of Newco\nRegistrable  Securities  for  sale to the public under the Securities Act, Newco\nwill  give  prompt  written  notice  to each Investor of its intention to do so,\ndescribing  such  securities,  and  specifying the form and manner and the other\nrelevant facts involved in such registration (including, without limitation, (x)\nwhether  or  not  such  registration  will be in connection with an underwritten\noffering  of  equity  securities  and,  if  so,  the  identity  of  the managing\nunderwriter  and  whether  such offering will be pursuant to a \"best efforts\" or\n\"firm commitment\" underwriting and (y) the anticipated price range at which such\nsecurities  are reasonably expected to be sold to the public).  Upon the written\nrequest  of  an  Investor delivered to Newco by such Investor within 15 Business\nDays  after  the  giving of any such notice by CMGI, which request shall specify\nthe  maximum number of CMGI Registrable Securities intended to be disposed of by\nsuch Investor and the intended method of disposition thereof, Newco will use its\nreasonable  best  efforts  to effect, in connection with the registration of the\nOther  Newco  Securities, the registration under the Securities Act of all Newco\nRegistrable  Securities  which  Newco  has been so requested to register by such\nInvestor,  to  the extent required to permit the disposition (in accordance with\nthe  intended  method  or  methods  thereof  as  aforesaid) of Newco Registrable\nSecurities  so  to  be  registered;  provided  that:\n                                     --------\n\n     (a)       Newco will not be required to  effect any  registration  of Newco\n     Registrable Securities pursuant to this Section 5.1 if (i) the registration\n     involves a \"firm commitment\" underwriting,  (ii) no securities of any other\n     selling stockholders are to be included in the registration and (iii) Newco\n     shall have been advised by a recognized independent investment banking firm\n     selected by Newco that, in such firm's opinion, a registration at that time\n     of any of the Newco  Registrable  Securities  proposed to be offered  would\n     adversely affect the proposed Newco Company Offering;\n\n     (b)      if  Newco  shall  have  been  advise  by a  recognized independent\n     investment banking firm selected by Newco that, in such firm's opinion, the\n     number  of  securities   offered  by  such   Investors  and  other  selling\n     stockholders,  if any, in a registration  which includes Newco  Registrable\n     Securities  under this Section 5.1 is greater than the number of securities\n     which can be offered without  adversely  affecting the offering,  (i) Newco\n     may reduce pro rata the number of securities  (including without limitation\n     Newco   Registrable   Securities)   offered  for  the  account  of  selling\n     stockholders to a number deemed  satisfactory  by such  investment  banking\n     firm and (ii) in the event that Newco so reduces  the number of  securities\n     offered for the account of selling stockholders,  each such Investor agrees\n     to reduce pro rata the number of Newco Registrable  Securities  offered for\n     its account accordingly;\n\n     (c)      Newco may, in  its sole  discretion,  delay any  offering of Other\n     Newco  Securities for which  registration of Newco  Registrable  Securities\n     also is effected  under this  Section 5.1 by giving  written  notice of the\n     delay to each Investor that made a registration  request under this Section\n     5.1; provided, however, that if (i) the registration statement with respect\n     to the offering is not yet effective and the delay extends for more than 30\n     days from the date of the written notice of delay under this Section 5.1 or\n     (ii) the  registration  statement  with  respect to the  offering  has been\n     declared  effective  by the SEC and the closing of the  offering is delayed\n     for  more  than  24  hours,  any  such  Investor  may  withdraw  its  Newco\n     Registrable  Securities  from the  offering,  and  thereupon  CMGI shall be\n     relieved of its  obligation to register such Newco  Registrable  Securities\n     (but not from its  obligation  to pay  Registration  Expenses to the extent\n     incurred in connection  therewith as provided in this  Agreement),  without\n     prejudice,  however, to the rights (if any) of such Investor immediately to\n     request that such registration be effected as a registration  under Section\n     4.1 hereof;\n\n     (d)       Newco shall not be required to  register  any  Newco  Registrable\n     Securities under this Section 5.1 unless the approximate aggregate offering\n     price of the Newco Registrable  Securities proposed to be registered by the\n     Investor  shall be at least (i)  $2,000,000 in the event that such Investor\n     is the only  selling  stockholder  for whom or which  securities  are being\n     registered  or (ii)  $1,000,000  in the event that such Investor is not the\n     only selling stockholder for whom or which securities are being registered;\n     and\n\n     (e)      Newco shall have the right to select the managing  underwriter for\n     any  underwritten  offering  for which any  Investor  shall have  requested\n     registration pursuant to this Section 5.1.\n\nNo  registration of Newco Registrable Securities effected under this Section 5.1\nshall  relieve  Newco  of  its  obligation  to  effect  a  registration of Newco\nRegistrable  Securities  pursuant  to  Section  4.1.\n\nSection 6.  Registration  Procedures.\n            ------------------------\n\n     Section 6.1   Registration and Qualification.  If and whenever CMGI\n                   ------------------------------\nor  Newco  is  required  to  use  its  reasonable  best  efforts  to  effect the\nregistration  under  the  Securities  Act  of,  as to CMGI, any CMGI Registrable\nSecurities,  or,  as  to Newco, any Newco Registrable Securities, as provided in\nSections  2,  3,  4  or  5  hereof,  CMGI  or Newco, as the case may be, will as\nexpeditiously  as  is  practicable:\n\n     (a)      prepare  and  promptly  file  with  the  SEC  a  registration\n     statement  under the Securities Act  on  Form S-3  (or its successor or any\n     similar short-form  registration  statement),  if  available,  and  if Form\n     S-3  (or its successor  or  any  similar short-form registration statement)\n     is not available, then  on  Form  S-1  (or  its  successor)  with   respect\n     to  such  securities  to  be offered and use its reasonable best efforts to\n     cause such registration statement to  become  and  remain  effective;\n\n     (b)      prepare  and  file  with  the  SEC  such amendments (including\n     post-effective amendments)  and  supplements to such registration statement\n     and the prospectus used in connection therewith as may be necessary to keep\n     such registration statement effective and  to  comply  with  the provisions\n     of the Securities Act  with  respect to the disposition of such securities,\n     until  such  time  as  all  such  securities  have  been  disposed  of  in \n     accordance with the intended  methods of  disposition  by  the  Investor(s)\n     set forth  in such registration  statement  or, in the case of registration\n     statements  not  governed  by  Rule  415  under  the Securities  Act,  the \n     expiration  of  three  months  after  such registration  statement  becomes\n     effective, if earlier;\n\n     (c)      furnish  to  the  Investor(s) that  made the  registration request\n     copies of any such registration statement, any prospectus included therein \n     (including  any  preliminary  prospectus  or  summary  prospectus) and  any\n     amendment  or  supplement thereto  (including all documents incorporated by\n     reference therein prior to the effectiveness of such registration statement\n     and  all exhibits),  which documents  (other than documents incorporated by\n     reference)  will be subject to  the  prior review of such Investor(s) for a\n     period  of  at  least  five  Business  Days,  and  (i)  with  respect  to a\n     registration  under  Section 2 or 4 hereof,  CMGI or Newco, as the case may\n     be,  shall  not  file  with  the  SEC  any  such  registration  statement, \n     prospectus,  amendment  or  supplement  to  which  such Investor(s),  shall\n     reasonably  object within  five  Business Days of receipt thereof and  (ii)\n     with  respect  to  a  registration  under  Sections 3 or 5 hereof, prior to\n     filing with the SEC any such registration statement,  prospectus, amendment\n     or  supplement,  CMGI  or  Newco,  as  the  case  may be, will consider the\n     reasonable objections of such Investor(s)  which  are  conveyed  to  it;\n\n     (d)      furnish  to the Investor(s) that made the registration request and\n     to  any underwriter of such securities,  such number of conformed copies of\n     such  registration  statement  and  of  each  such amendment and supplement\n     thereto  (in each case including  all exhibits),  such  number of copies of\n     the  prospectus  included  in  such  registration statement (including each\n     preliminary prospectus and  any  summary  prospectus)  in  conformity  with\n     the  requirements of the Securities  Act,  such  documents incorporated  by\n     reference  in  such registration statement  or  prospectus  and  such other\n     documents as such Investor(s) or such underwriter  may  reasonably  request\n     in  order  to  facilitate  the  public  sale  or other  disposition of such\n     securities;\n\n     (e)      use  its  reasonable  best efforts to  register or qualify all the\n     securities  covered  by  such  registration  statement  under  such  other \n     securities or blue  sky  laws  of  such  jurisdictions as  the  Investor(s)\n     that  made the  registration request or any  underwriter of such securities\n     shall reasonably request and do any and all other acts and things which may\n     be  reasonably  necessary or  advisable to  enable  such Investor(s) or any\n     underwriter  to  consummate  the  disposition  in such jurisdictions of the\n     securities covered by such  registration  statement;  provided that CMGI or\n                                                           --------\n     Newco,  as the case may be, shall  not  for any such purpose be required to\n     qualify  generally  to  do  business  as  a  foreign  corporation  in  any \n     jurisdiction  where  it  is  not  so qualified  or to subject itself to any\n     taxation  in  any  such jurisdiction or to consent to general or  unlimited\n     service  of  process  in any jurisdiction where it is not then so subject;\n \n     (f)      use its reasonable best efforts to cause the securities covered by\n     such registration statement to be registered with or approved by such other\n     governmental  agencies  or  authorities as  may  be necessary to enable the\n     Investor(s)  that  made  the  registration  request  to  consummate  the  \n     disposition of such securities;\n\n     (g)      otherwise use  its  reasonable  best  efforts  to  comply with all\n     applicable rules and regulations of the SEC and make generally available to\n     its securityholders,  in each  case  as  soon as practicable, but not later\n     than  45 calendar days after the  close of the period covered  thereby  (90\n     calendar days in case the period covered corresponds to a fiscal year),  an\n     earnings statement of Newco or CMGI, as the case may be, which will satisfy\n     the provisions of Section 11(a)  of  the  Securities  Act;\n\n     (h)      use  its  reasonable best efforts to  list such securities on each\n     securities  exchange  or quote such securities  on each quotation system as\n     the  Investor(s) that  made the registration request or the underwriters of\n     the offering  may  reasonably  designate;\n\n     (i)      (x)  immediately notify the Investor(s) that made the registration\n     request  at any time when a  prospectus relating to a registration pursuant\n     to  Section  2, 3, 4 or 5  hereof  is required  to  be  delivered under the\n     Securities  Act  of  the  happening of  any event  as a result of which the\n     Prospectus  included  in  such  registration  statement, as then in effect,\n     includes  an  untrue  statement  of a material  fact or  omits to state any\n     material  fact  required to be stated  therein  or  necessary  to  make the\n     statements  therein,  in  light of  the  circumstances  then  existing, not\n     misleading and (y) at the request of any such Investor, prepare and furnish\n     to such Investor a reasonable number of copies of a supplement  to,  or  an\n     amendment  of, such prospectus as may be necessary so that,  as  thereafter\n     delivered to the purchasers of such securities, such prospectus  shall  not\n     include an untrue statement of a material fact or omit to state a  material\n     fact  required  to be  stated  therein or  necessary to make the statements\n     therein, in light of the circumstances then existing, not misleading.  Each\n     Investor  agrees  not  to  sell  any  CMGI Registrable  Securities or Newco\n     Registrable  Securities, as the case may be, registered under Section 2, 3,\n     4 or 5  hereof  if such Investor has been  notified of  the happening of an\n     event  under  clause  (x)  of  this  Section 6.1(i) until such Investor has\n     received  such  copies  of the  supplement or amendment as aforesaid and is\n     further notified by CMGI or Newco, as the case may be,  that the prospectus\n     included  in the registration statement,  as  then  in  effect,  no  longer\n     includes  an  untrue statement  of a  material fact  or  omits to state any\n     material  fact  required  to be  stated  therein or  necessary to  make the\n     statements  therein,  in  light  of  the circumstances  then existing,  not\n     misleading.   Upon the  happening  of an  event  under  clause  (x) of this\n     Section  6.1(i), the three-month time  period set forth in paragraph (b) of\n     this  Section 6.1,  if applicable,  shall be  extended for a number of days\n     equal to the number of days that  such  Investor is prohibited from selling\n     such CMGI Registrable Securities or  Newco  Registrable  Securities, as the\n     case may be, under  this  Section  6.1(i);\n\n     (j)      (x) furnish to the Investor(s) that participate in the preparation\n     of  the  registration  statement,  addressed to each of them, an opinion of\n     counsel  for  CMGI or  Newco,  as  the  case may be,  dated the date of the\n     closing of the sale of the  securities  under  the  underwriting agreement,\n     covering  substantially  the same matters with respect to such registration\n     statement (and the prospectus included therein) as are  customarily covered\n     in opinions of issuer's  counsel  delivered to underwriters in underwritten\n     public offerings of securities and  such  other matters as such Investor(s)\n     may  reasonably  request,  and  (y) if permitted  by  applicable accounting\n     standards, use its reasonable best efforts to furnish to such  Investor(s),\n     addressed  to  each  of  them,  a  \"cold comfort\"  letter  signed  by  the \n     independent public accountants who have certified CMGI's or Newco's, as the\n     case  may  be,  financial  statements  included  in  or  incorporated  by  \n     reference into such registration statement, covering substantially the same\n     matters  with  respect to such registration  statement  (and the prospectus\n     included therein),  and  with respect  to  events subsequent to the date of\n     such  financial  statements,  as  are  customarily  covered in accountants'\n     letters  delivered  to  underwriters  in  underwritten  public offerings of\n     securities and  such  other  matters  as  such Investor(s)  may  reasonably\n     request; and\n\n     (k)      execute  and  deliver  all instruments and documents and take such\n     other  actions  and  obtain all such other certificates and  opinions as is\n     customary in  an underwriter offering.\n\nCMGI  or  Newco, as the case may be, may require any such Investor to furnish to\nit  such  information  regarding such Investor and the distribution of such CMGI\nRegistrable Securities or Newco Registrable Securities, as the case may be, that\nit  may from time to time reasonably request in writing and as shall be required\nby  law  or  by  the SEC or the National Association of Securities Dealers, Inc.\n(\"NASD\")  in  connection  with  any  such  registration.\n\n     Section 6.2   Underwriting.\n                   ------------\n\n     (a)      If requested by the underwriters  for any underwritten offering of\n     CMGI  Registrable  Securities or  Newco Registrable Securities, as the case\n     may  be,  pursuant  to a  registration requested by one or more Investor(s)\n     hereunder,  CMGI or  Newco,  as  the  case  may  be,  will  enter  into  an\n     underwriting agreement with  such  underwriters  for  such  offering,  such\n     agreement  to  contain  such  representations,  warranties,  covenants  and\n     indemnities by CMGI or Newco,  as the case may be, and such other terms and\n     provisions  as are  customarily contained in underwriting  agreements  with\n     respect  to  secondary  distributions,  including  without limitation  such\n     underwriters' form of indemnities and contribution and the provision of  an\n     opinion  of  counsel and,  if applicable,  a \"cold comfort\" letter, in each\n     case  to the  effect and to the  extent provided in  Section 6.1(j) hereof.\n     The  Investor(s)  on  whose  behalf  CMGI Registrable Securities  or  Newco\n     Registrable  Securities,  as  the  case  may  be,  are to be distributed by\n     such underwriters, shall be a party to any such underwriting agreement, and\n     the representations and warranties by, and the other agreements on the part\n     of,  CMGI or Newco,  as the case  may be,  to and for  the  benefit of such\n     underwriters  shall  also  be  made  to and  for the  benefit  of each such\n     Investor.\n\n     (b)      In  the  event that  any registration  pursuant to Sections 3 or 5\n     hereof shall involve,  in  whole or in part, an underwritten offering, CMGI\n     or  Newco,  as the  case  may be,  may  require  that the  CMGI Registrable\n     Securities or  Newco  Registrable  Securities,  as  the  case  may  be,  be\n     included in such underwriting on  the  same  terms  and conditions as shall\n     be applicable to the Other  CMGI Securities or Other Newco Securities being\n     sold through underwriters under  such  registration.  In  such  case,  each\n     Investor on  whose  behalf such securities  are  to  be distributed by such\n     underwriters  shall  be a party to  any such  underwriting agreement.  Such\n     agreement  shall  contain  such representations,  warranties, covenants and\n     indemnities  by  each  such Investor and such other terms and provisions as\n     are  customarily  contained in underwriting agreements with respect to  the\n     selling  shareholders  in  a  secondary  distributions,  including  without\n     limitation  the  underwriters'  form  of  indemnities  and  contribution,\n     provided that the aggregate  amount of any indemnification and contribution\n     --------\n     to be  provided  by any  Investor  thereunder  shall be  limited to the net\n     proceeds to such Investor  from the offering  under such registration.  The\n     representations and warranties in  such  underwriting agreement by, and the\n     other agreements on the part  of, CMGI  or  Newco,  as  the case may be, to\n     and for the benefit of such underwriters  shall  also  be  made  to and for\n     the benefit of such Investor(s).\n\n     (c)      In the event that any  registration shall involve an  underwritten\n     offering of CMGI Registrable Securities or Newco Registrable Securities, as\n     the case may be,  with an aggregate current market value (calculated  based\n     on  the  per share closing  price of the CMGI Common Stock or Newco  Common\n     Stock, as the case may be, on the trading day immediately prior to the  day\n     on  which the request for registration is given under Section 2.1, 3.1, 4.1\n     or  5.1)  equal to or in excess of $250,000,000, CMGI or Newco, as the case\n     may  be,  will,  for  a  period not  longer than  one week,  (i) market the\n     securities  to be  offered by the  Investors in such  registration with the\n     same  diligence  as  it  would  devote  to  the  marketing  of  a  primary \n     registration of its securities and (ii) cause its management to participate\n     in any efforts by the underwriters to market  such securities to be offered\n     by  such  Investors  in  such  registration,  if  and  as  required by such\n     underwriters;  provided that each of CMGI and Newco, as the  case  may  be,\n     shall only be required to market such  securities pursuant to this  Section\n     6.2(c)  once  every  twenty-four  (24)  month  period.\n\n     Section 6.3   Lock-up.\n                   -------\n\n     (a)      If  a  registration  pursuant  hereto  involves  an  under-written\n     offering,  CMGI  and  Newco  agree,  if  so  required  by  the  managing \n     underwriter  of  such  offering,  (i)  not  to  effect  any  public sale or\n     distribution  of  any of its  equity  securities or  securities convertible\n     into or exchangeable or  exercisable for  any  of  such  equity  securities\n     during a period of up to 90 calendar days after  the effective date of such\n     registration, except for securities sold in such underwritten  offering  or\n     except in connection with a stock option plan, purchase  plan,  savings  or\n     similar plan, or an acquisition, merger or exchange offer and (ii)  to  use\n     its  reasonable  best efforts to cause  its officers and directors to agree\n     not  to  effect any  sale or distribution (other than a private sale  to  a\n     transferee  who  or  which  agrees  to  the  same restrictions to which the\n     transferor is  subject)  of  any (x) equity securities of CMGI or Newco, as\n     the case may be,  owned  or  controlled  by any of them or their respective\n     family  members  or  (y)  securities  convertible  into or  exchangeable or\n     exercisable for any of such equity securities owned or controlled by any of\n     them or their respective  family members,  during a period of up to 90 days\n     after the effective date of the registration statement,  except  as part of\n     and  pursuant  to such  underwritten offering;  provided that neither CMGI,\n     Newco nor their respective officers and  directors shall be  subject to the\n     foregoing more than once in any twelve (12) month period.\n\n     (b)      If  a  registration  pursuant  hereto  involves  an  under-written\n     offering, each Investor, whether  or not  such  Investor's CMGI Registrable\n     Securities  or  Newco  Registrable  Securities  are  included  in  such \n     registration, will,  if  and  to  the  extent  requested  by  the managing \n     underwriter  in such offering,  enter  into  an  agreement  not  to  effect\n     any  public sale or distribution,  including  any sale pursuant to Rule 144\n     under  the  Securities  Act  (but excluding  those  securities sold in such\n     underwritten offering),  of,  in the  case  of an  underwritten offering by\n     CMGI, any of the equity securities of CMGI owned by such  Investor, and, in\n     the case of an underwritten offering by Newco, any of the equity securities\n     of  Newco owned by  such Investor, without the  consent  of  such  managing\n     underwriter,  during  a  period  commencing  on the  effective date of such\n     registration and  ending a number of calendar days thereafter not exceeding\n     90  days  (or, in the case of the initial underwritten public  offering  of\n     common stock of Newco, not to exceed 180 days) as such managing underwriter\n     shall reasonably determine is required  to  effect  a successful  offering;\n     provided such agreement is substantially identical in form and substance to\n     other  \"lock-up\" agreements of the other stockholders of CMGI or Newco,  as\n     applicable,  who execute such  agreements in connection with such offering;\n     provided  that  the  Investors shall not be  subject to the  foregoing more\n     than once in any twelve (12) month period.\n\nSection 7.   Registration  Expenses.\n             ----------------------\n\n     (a)      CMGI  (as  between  CMGI  and  the  Investors)  will  pay  all\n     Registration  Expenses  in  connection  with  any  registration  of  CMGI \n     Registrable Securities  pursuant  to  this  Agreement,  except  that  CMGI\n     shall  not  bear underwriting  discounts  or  commissions  attributable  to\n     CMGI  Registrable Securities  or  transfer  taxes  applicable  thereto.\n\n     (b)      Newco  (as  between  Newco  and  the  Investor(s)  will  pay  all\n     Registration  Expenses  in  connection  with  any  registration  of  Newco \n     Registrable Securities pursuant to this Agreement, except that Newco  shall\n     not  bear  underwriting  discounts  or commissions  attributable  to  Newco\n     Registrable Securities  or  transfer  taxes  applicable  thereto.\n\n     (c)      As used in this Agreement,  \"Registration Expenses\"  shall include\n     all  expenses  incident  to  the  performance  of or  compliance by CMGI or\n     Newco,  as the case may be, with the registration requirements set forth in\n     this Agreement, including, without limitation, the following: (i) the fees,\n     disbursements and expenses  of  its counsel, accountants and transfer agent\n     in connection with the registration of  securities  to be disposed of under\n     the Securities  Act;  (ii) all expenses in connection with the preparation,\n     printing  and  filing  of  the  registration  statement,  any  preliminary \n     prospectus or final prospectus, any other offering document and  amendments\n     and supplements thereto and the mailing and delivering  of  copies  thereof\n     to the  underwriters and  dealers;  (iii) the cost of printing or producing\n     any  agreement(s) among underwriters, underwriting  agreement(s)  and  blue\n     sky  or  legal  investment memoranda,  any selling agreements and any other\n     documents  in  connection  with  the  offering,  sale  or  delivery  of the\n     securities to be disposed of; (iv) the cost of printing  or  producing  and\n     the  issuance  and  delivery  of certificates for the securities,  (v)  all\n     expenses  in  connection  with the  qualification  of  the  securities  for\n     offering  and  sale under state  securities laws,  including  the fees  and\n     disbursements  of  counsel  for  the  underwriters  in connection with such\n     qualification  and  in  connection with any  blue sky  and legal investment\n     surveys; and (vi) the filing fees  incident to securing any required review\n     by  the  NASD  of the  terms of the  sale of the  securities and; (vii) the\n     listing or quotation of the securities  on  stock  exchanges  or  quotation\n     systems.\n\nSection 8.   Indemnification  and  Contribution.\n             ----------------------------------\n\n     Section 8.1   Indemnification  by  CMGI.  In  the  event  of  any\n                   -------------------------\nregistration  of  any  CMGI Registrable Securities, CMGI agrees to indemnify and\nhold  harmless  each  Investor  whose CMGI Registrable Securities are covered by\nsuch  registration,  its  directors, officers or general or limited partners (as\napplicable),  each  person who participates as an underwriter in the offering or\nsale  of such securities, each officer and director of each underwriter and each\nperson,  if  any,  who controls such Investor or any such underwriter within the\nmeaning  of  the  Securities Act or the Securities Exchange Act, as amended (the\n\"Exchange  Act\"),  against:\n\n     (a)      any  and  all  loss,  claim,  damage,  liability  and  expense\n     whatsoever  arising  out  of or based  upon any untrue statement or alleged\n     untrue  statement  of  a  material  fact  contained  in  any  registration\n     statement, any preliminary prospectus or final prospectus included therein,\n     any  amendment  or  supplement  thereto  or  any  document  incorporated by\n     reference therein or any omission or  alleged  omission  to state therein a\n     material  fact required to be stated  therein  or  necessary  to  make  the\n     statements therein not misleading;\n\n     (b)      any  and all loss, claim, damage, liability and expense whatsoever\n     to the extent of the aggregate amount paid in settlement of any litigation,\n     or  investigation  or  proceeding  by  any  governmental  agency  or  body,\n     commenced  or  threatened, or  of any claim  whatsoever based upon any such\n     untrue  statement  or  omission,  or any such  alleged  untrue statement or\n     omission, if such settlement  is  effected  with  the  written  consent  of\n     CMGI; and\n\n     (c)      against  any  and  all  expense  reasonably  incurred  by  them in\n     connection  with  investigating,  preparing  or  defending  against  any \n     litigation,  or investigation  or  proceeding  by  any  governmental agency\n     or body, commenced or threatened, or any  claim  whatsoever  based upon any\n     such  untrue statement or omission,  to the extent that any such expense is\n     not paid under paragraph (a) or (b) of  this  Section  8.1; \n\nprovided,  however, that CMGI shall not be liable in any such case to the extent\n--------   -------\nthat  any  such  loss,  claim,  damage, liability or expense arises out of or is\nbased  upon  an  untrue  statement  or  alleged  untrue statement or omission or\nalleged  omission  made  in such registration statement, preliminary prospectus,\nfinal  prospectus,  amendment  or  supplement in reliance upon and in conformity\nwith  written  information  furnished  to CMGI by or on behalf of such Investor,\nunderwriter  or  control  person  expressly  for  inclusion in such registration\nstatement,  prospectus,  amendment or supplement.  The foregoing indemnity shall\nremain  in  full  force and effect regardless of any investigation made by or on\nbehalf  of  such  Investor,  underwriter or control person or any such director,\nofficer,  partner or person and shall survive the transfer of such securities by\nsuch  Director.\n\n     Section 8.2   Indemnification  by  Newco.  In the event of any \n                   --------------------------\nregistration  of any Newco Registrable Securities, Newco agrees to indemnify and\nhold  harmless  each  Investor whose Newco Registrable Securities are covered by\nsuch  registration,  its  respective  directors, officers or general and limited\npartners  (as applicable), each person who participates as an underwriter in the\noffering  or  sale  of  such  securities,  each  officer  and  director  of each\nunderwriter  and  each  person,  if  any, who controls such Investor or any such\nunderwriter  within  the  meaning  of  the  Securities  Act  or the Exchange Act\nagainst:\n\n     (a)      any and all loss,  claim, damage, liability and expense whatsoever\n     arising  out  of  or  based  upon  any  untrue statement  or alleged untrue\n     statement of  a  material  fact  contained  in  any registration statement,\n     any  preliminary  prospectus  or  final  prospectus  included  therein, any\n     amendment  or supplement thereto  or any document incorporated by reference\n     therein or any omission  or  alleged  omission  to state therein a material\n     fact required to be stated therein  or  necessary  to  make  the statements\n     therein not misleading;\n\n     (b)      any and all loss, claim,  damage, liability and expense whatsoever\n     to the extent of the aggregate amount paid in settlement of any litigation,\n     or  investigation  or proceeding  by  any  governmental  agency  or  body, \n     commenced  or  threatened,  or of any  claim whatsoever based upon any such\n     untrue  statement  or omission,  or any  such  alleged  untrue statement or\n     omission, if such settlement is effected with the written  consent  of  the\n     Newco;  and\n\n     (c)      against  any  and  all  expense  reasonably  incurred  by  them in\n     connection  with  investigating,  preparing  or  defending  against  any \n     litigation, or investigation or  proceeding  by  any governmental agency or\n     body, commenced or threatened, or any claim  whatsoever based upon any such\n     untrue statement  or omission,  to the extent that  any such expense is not\n     paid under paragraph (a) or (b) of this Section  8.2;\n\nprovided, however, that Newco shall not be liable in any such case to the extent\n--------  -------\nthat  any  such  loss,  claim,  damage, liability or expense arises out of or is\nbased  upon  an  untrue  statement  or  alleged  untrue statement or omission or\nalleged  omission  made  in such registration statement, preliminary prospectus,\nfinal  prospectus,  amendment  or  supplement in reliance upon and in conformity\nwith  written  information  furnished to Newco by or on behalf of such Investor,\nunderwriter  or  control  person  expressly  for  inclusion in such registration\nstatement,  prospectus,  amendment or supplement.  The foregoing indemnity shall\nremain  in  full  force and effect regardless of any investigation made by or on\nbehalf  of  such  Investor,  underwriter or control person or any such director,\nofficer,  partner or person and shall survive the transfer of such securities by\nsuch  Investor.\n\n     Section 8.3   Indemnification  by  the  Investors\n                   -----------------------------------\n\n     (a)      CMGI  may  require,  as a  condition to including CMGI Registrable\n     Securities  of  an  Investor in any registration pursuant to Section 2.1 or\n     3.1,  that  such Investor agree to indemnify and hold harmless (in the same\n     manner  and  to the  same  extent  as set forth in  Section 8.1) CMGI, each\n     director  of CMGI, each  officer  of  CMGI  who  signed  such  registration\n     statement,  each person who participates  as an underwriter in the offering\n     or sale of such securities, each officer  and director of each underwriter,\n     and each person, if any, who controls CMGI or any  such  underwriter within\n     the meaning of the Securities Act or the Exchange Act, with respect to  any\n     statement in or omission from such registration  statement, any preliminary\n     prospectus  or  final  prospectus  included  therein,  or  any amendment or\n     supplement thereto, if such statement or omission was made in reliance upon\n     and in conformity with written information furnished by  or  on  behalf  of\n     such  Investor  to  CMGI  expressly  for  inclusion  in  such  registration\n     statement,  prospectus,  amendment or supplement.  Any such indemnity shall\n     remain in full force and effect regardless  of any investigation made by or\n     on  behalf of CMGI  or any such director, officer or controlling person and\n     shall survive the  transfer  of  the  such  securities  by  such  Investor.\n\n     (b)      Newco  may  require,  as  a  condition  to  including  any  Newco\n     Registrable  Securities  of  an  Investor  in  a  registration  pursuant to\n     Section  4.1 or 5.1,  that  such  Investor  agree  to  indemnify  and  hold\n     Harmless  (in  the same  manner  and  to the  same  extent  as set forth in\n     Section 8.2)  Newco, each director of  Newco,  each  officer  of  Newco who\n     signed  such registration statement, each person  who  participates  as  an\n     underwriter  in  the offering or sale of such securities,  each officer and\n     director of each underwriter, and each person, if any, who  controls  Newco\n     or  any  such  underwriter  within the meaning of the Securities Act or the\n     Exchange  Act,  with  respect  to  any  statement  in or omission from such\n     registration  statement,  any  preliminary  prospectus  or final prospectus\n     included  therein,  or  any  amendment  or  supplement  thereto,  if  such \n     statement  or  omission  was  made  in reliance upon and in conformity with\n     written information furnished  by  or on behalf of such  Investor to  Newco\n     expressly  for  inclusion  in  such  registration  statement,  prospectus, \n     amendment  or  supplement.   Any such indemnity  shall remain in full force\n     and effect regardless of any  investigation made by or on behalf  of  Newco\n     or any such director, officer or  controlling person and  shall survive the\n     transfer of the such securities by such Investor.\n\n     (c)      Notwithstanding  the provisions of paragraphs  (a) and (b) of this\n     Section 8.3, no Investor shall be required to provide indemnification under\n     this  Section  8.3  in  an  aggregate  amount in excess of the net proceeds\n     received by such Investor in the offering.\n\n     Section 8.4   Indemnification  Procedures.\n                   ---------------------------\n\n     (a)      Promptly  after  receipt  by  an  indemnified  party  hereunder of\n     written notice of the commencement  of any action or proceeding involving a\n     claim  referred  to in this  Section 8,  such  indemnified party will, if a\n     claim in respect thereof is to be made against an indemnifying party,  give\n     written notice to such indemnifying  party  of  the  commencement  of  such\n     action; provided, however,  that the  failure  of any  indemnified party to\n             --------  -------\n     give notice as provided  herein  shall  not  relieve the indemnifying party\n     of  its  obligations  under  this  Section 8,  except  to the  extent  (not\n     including any such notice of an underwriter) that  the  indemnifying  party\n     is actually prejudiced by such failure to give notice.  In  case  any  such\n     action is brought against an indemnified party,  unless in such indemnified\n     party's reasonable judgment a conflict of interest between such indemnified\n     and indemnifying parties may exist in  respect of such claim (in which case\n     the  indemnifying party  shall  not  be liable for the fees and expenses of\n     more than one firm of counsel for the Investors  or  more  than one firm of\n     counsel for the under-writers in connection with any one action or separate\n     but  similar  or related actions, in addition in each  case,  to  any local\n     counsel), the indemnifying party will be entitled to participate in and  to\n     assume  the  defense thereof,  jointly  with any other  indemnifying  party\n     similarly  notified,  to  the  extent  that  it  may  wish,  with  counsel \n     reasonably  satisfactory to such  indemnified party,  and after notice from\n     the  indemnifying  party  to such  indemnified party  of its election so to\n     assume  the defense thereof,  the  indemnifying party will not be liable to\n     such  indemnified  party  for  any  legal  or  other  expenses subsequently\n     incurred  by such indemnified party in connection with the defense thereof.\n     No  indemnified  party shall  consent to the entry of any judgment or enter\n     into  any  settlement  of  any  such  action, the defense of which has been\n     assumed  by  an  indemnifying party and for which an indemnifying party may\n     have  indemnification  liability  hereunder  with  the  consent  of  such\n     indemnifying  party.\n\n     (b)      CMGI or Newco, as the case may be, and the Investors shall provide\n     for  the  fore-going  indemnities  (with appropriate modifications)  in any\n     underwriting agreement with respect to  any  required registration or other\n     qualification of securities under any federal or state law or regulation of\n     any governmental authority.\n\n     Section  8.5   Contribution.  If the indemnification provided for in\n                    ------------\nSection  8.1  or  Section  8.3(a) hereof is required by its terms but is for any\nreason  held  to be unavailable to or otherwise insufficient to hold harmless an\nindemnified  party under such Section in respect to any losses, claims, damages,\nliabilities  or  expenses referred to therein, then each applicable indemnifying\nparty  shall  contribute to the amount paid or payable by such indemnified party\nas  a result of any losses, claims, damages, liabilities or expenses referred to\ntherein  (a)  in  such  proportion  as  is  appropriate  to reflect the relative\nbenefits  received  by  CMGI,  the  Investors  which  held  the CMGI Registrable\nSecurities subject to the registration and the underwriters from the offering or\n(b)  if  the  allocation  provided  by  clause  (a)  above  is  not permitted by\napplicable  law,  in  such  proportion as is appropriate to reflect not only the\nrelative benefits referred to in clause (a) above but also the relative fault of\nCMGI,  such  Investors and the underwriters in connection with the statements or\nomissions  or  inaccuracies  in  the representations and warranties herein which\nresulted  in  such  losses, claims, damages, liabilities or expenses, as well as\nany  other  relevant equitable considerations.  The respective relative benefits\nreceived  by  CMGI, such Investors and the underwriters shall be deemed to be in\nthe  same proportion, in the case of CMGI and such Investors, as the total price\npaid  to  CMGI  and  to such Investors, respectively, for the securities sold by\nthem  to  the  underwriters  (net  of underwriting commissions and discounts but\nbefore  deducting  expenses),  and  in  the  case  of  the  underwriters, as the\nunderwriting  commissions  or  discounts  received by them bears to the total of\nsuch  amounts  paid  to  CMGI  and  to  such  Investors,  and  received  by  the\nunderwriters  as  underwriting  commissions or discounts.  The relative fault of\nCMGI,  such  Investors and the underwriters shall be determined by reference to,\namong other things, whether the untrue or alleged untrue statement of a material\nfact  or  the  omission  or alleged omission to state a material fact relates to\ninformation  supplied  by  CMGI,  such  Investors  or  the  underwriters and the\nparties'  relative  intent,  knowledge, access to information and opportunity to\ncorrect  or  prevent  such statement or omission.  CMGI and each Investor agrees\nthat it would not be just and equitable if contribution pursuant to this Section\n8.5 were determined solely by pro rata allocation (even if the underwriters were\ntreated  as  one  entity  for such purpose) or by any other method of allocation\nwhich  does  not take account of the equitable considerations referred to in the\nimmediately preceding paragraph.  Notwithstanding the provisions of this Section\n8.5,  (i) the foregoing contribution agreement shall not inure to the benefit of\nany  indemnified  party  if  indemnification would be available to such party by\nreason  of  Section 8.1 or 8.3(a) hereof, and (ii) no Investor shall be required\nto contribute any amount in excess of the net proceeds received by Compaq in the\noffering.  No  person guilty of fraudulent misrepresentation (within the meaning\nof  Section  11(f) of the Act) shall be entitled to contribution from any person\nwho  was  not  guilty  of  such  fraudulent  misrepresentation.\n\n     Section 8.6   Contribution.  If the indemnification provided for in\n                   ------------\nSection  8.2  or  Section  8.3(b) hereof is required by its terms but is for any\nreason  held  to be unavailable to or otherwise insufficient to hold harmless an\nindemnified  party under such Section in respect to any losses, claims, damages,\nliabilities  or  expenses referred to therein, then each applicable indemnifying\nparty  shall  contribute to the amount paid or payable by such indemnified party\nas  a result of any losses, claims, damages, liabilities or expenses referred to\ntherein  (a)  in  such  proportion  as  is  appropriate  to reflect the relative\nbenefits  received  by  Newco,  the  Investors  which held the Newco Registrable\nSecurities subject to the registration and the underwriters from the offering or\n(b)  if  the  allocation  provided  by  clause  (a)  above  is  not permitted by\napplicable  law,  in  such  proportion as is appropriate to reflect not only the\nrelative benefits referred to in clause (a) above but also the relative fault of\nNewco,  such Investors and the underwriters in connection with the statements or\nomissions  or  inaccuracies  in  the representations and warranties herein which\nresulted  in  such  losses, claims, damages, liabilities or expenses, as well as\nany  other  relevant equitable considerations.  The respective relative benefits\nreceived  by Newco, such Investors and the underwriters shall be deemed to be in\nthe same proportion, in the case of Newco and such Investors, as the total price\npaid  to  Newco  and to such Investors, respectively, for the securities sold by\nthem  to  the  underwriters  (net  of underwriting commissions and discounts but\nbefore  deducting  expenses),  and  in  the  case  of  the  underwriters, as the\nunderwriting  commissions  or  discounts  received by them bears to the total of\nsuch  amounts  paid  to  Newco  and  to  such  Investors,  and  received  by the\nunderwriters  as  underwriting  commissions or discounts.  The relative fault of\nNewco,  such Investors and the underwriters shall be determined by reference to,\namong other things, whether the untrue or alleged untrue statement of a material\nfact  or  the  omission  or alleged omission to state a material fact relates to\ninformation  supplied  by  Newco,  such  Investors  or  the underwriters and the\nparties'  relative  intent,  knowledge, access to information and opportunity to\ncorrect  or  prevent such statement or omission.  Newco and each Investor agrees\nthat it would not be just and equitable if contribution pursuant to this Section\n8.6 were determined solely by pro rata allocation (even if the underwriters were\ntreated  as  one  entity  for such purpose) or by any other method of allocation\nwhich  does  not take account of the equitable considerations referred to in the\nimmediately preceding paragraph.  Notwithstanding the provisions of this Section\n8.6,  (i) the foregoing contribution agreement shall not inure to the benefit of\nany  indemnified  party  if  indemnification would be available to such party by\nreason  of  Section 8.2 or 8.3(b) hereof, and (ii) no Investor shall be required\nto contribute any amount in excess of the net proceeds received by such Investor\nin  the  offering.  No person guilty of fraudulent misrepresentation (within the\nmeaning  of Section 11(f) of the Act) shall be entitled to contribution from any\nperson  who  was  not  guilty  of  such  fraudulent  misrepresentation.\n\nSection 9.   Miscellaneous\n             -------------\n\n     Section 9.1   Defined  Terms.  The  term  \"person,\" as used in this\n                   --------------\nAgreement  shall  mean  a  natural person, corporation, association, partnership\n(general or limited), joint venture, trust, joint-stock company, estate, limited\nliability  company,  unincorporated  organization  or  other  legal  entity  or\norganization.\n\n     Section 9.2   Preparation; Reasonable Investigation.  In connection\n                   -------------------------------------\nwith  the preparation and filing of each registration statement registering CMGI\nRegistrable  Securities  or  Newco  Registrable  Securities, as the case may be,\nunder  the  Securities  Act,  CMGI  or  Newco, as the case may be, will give the\nInvestors  and  the  underwriters,  if  any,  and  their  respective counsel and\naccountants, such reasonable and customary access after reasonable notice to its\nbooks  and  records  and  such  opportunities  to  discuss its business with its\nofficers and the independent public accountants who have certified its financial\nstatements  and  perform  such  other  diligence  as  shall be necessary, in the\nopinion  of such Investors and such underwriters or their respective counsel, to\nconduct  a  reasonable  investigation  within the meaning of the Securities Act.\n\n     Section 9.3   Legends;  Stop  Transfer  Restriction.\n                   -------------------------------------\n\n     (a)      Each  Investor  hereby  acknowledges  that  each  certificate\n     representing  CMGI  Registrable Securities  or Newco Registrable Securities\n     may be stamped or otherwise  imprinted  with  a legend in substantially the\n     following form:\n\n              \"This  common stock  has  not been registered under the Securities\n              Act of 1933, as amended, and may not be transferred in the absence\n              of such registration or an exemption therefrom  under  such  Act.\"\n\n     (b)      The legend referenced  in this Section 9.3, shall be applicable to\n     any  disposition  of  CMGI  Registrable  Securities  or  Newco  Registrable\n     Securities  while  transfer  of  such  securities  is  restricted  by  the \n     Securities  Act or the Purchase Agreement.  CMGI or Newco,  as the case may\n     be,  agrees that,  upon  receipt  of a  written  request from an  Investor,\n     executed  and  delivered  to  CMGI or Newco,  as the  case  may be, and its\n     transfer  agent  and  accompanied  by  an  opinion  of  counsel  reasonably\n     acceptable to CMGI or Newco, as the case may be, to the effect that some or\n     all of the CMGI Registrable Securities or Newco Registrable Securities,  as\n     the  case  may be,  may lawfully be publicly offered and sold in the United\n     States without registration under the Securities Act, CMGI or Newco, as the\n     case  may  be,  will, or will cause its transfer agent or warrant agent (if\n     any)  to,  remove  such  legend  from the  certificates  representing  such\n     securities.\n\n     Section 9.4   No  Inconsistent Agreements.  CMGI and Newco have not\n                   ---------------------------\nentered  into,  and shall not on or after the date of this Agreement enter into,\nany  agreement  with  respect  to  its  securities  that compromises, negates or\nviolates  the  rights  expressly  granted to the Investors under this Agreement.\n\n     Section 9.5   Amendment  and Waiver.  No amendment of any provision\n                   ---------------------\nof  this  Agreement  shall be effective, unless the same shall be in writing and\nsigned by: (i) in a case of an amendment affecting CMGI's rights and obligations\nhereunder,  CMGI  and  Investors  holding  at  least  a  majority  of  the  CMGI\nRegistrable  Securities  then  held by all Investors, and (ii) in the case of an\namendment  affecting  the  rights  and obligations of Newco hereunder, Newco and\nInvestors  holding  at least a majority of the Newco Registrable Securities then\nheld  by all Investors.  Any failure of any party to comply with any obligation,\nagreement  or  condition  hereunder  may  only be waived in writing by the other\nparties,  but  such  waiver  shall  not operate as a waiver of, or estoppel with\nrespect  to,  any  subsequent or other failure.  No failure by any party to take\nany  action  with  respect to any breach of this Agreement or default by another\nparty  shall  constitute a waiver of such party's right to enforce any provision\nhereof  or  to  take  any  such  action.\n\n     Section 9.6   Notices.  Any  notice,  request, instruction or other\n                   -------\ndocument to be given hereunder by any party to another party shall be in writing\nand  shall  be  deemed  given  when  delivered  personally,  upon  receipt  of a\ntransmission  confirmation (with a confirming copy sent by overnight courier) if\nsent  by  facsimile or like transmission, and on the next business day when sent\nby  Federal  Express,  United  Parcel  Service, Express Mail, or other reputable\novernight  courier,  to  the  party  at  the  following addresses (or such other\naddresses  for  a  party  as  shall  be  specified  by  like  notice):\n\n       (a)     If  to  Compaq:\n\n               20555  State  Highway  249\n               Houston,  Texas  77070\n               Attention:  William  D.  Strecker\n               Fax  No.:  (281)  514-5512\n\n               With  a  copy  to:\n\n               Skadden,  Arps,  Slate,  Meagher  &amp; Flom  LLP\n               One  Beacon  Street\n               Boston,  Massachusetts  02108\n               Attention:  Louis  A.  Goodman,  Esq.\n               Fax  No.:  (617)  573-4822\n\n\n       (b)     If  to  Digital:\n\n               40  Old  Bolton  Road\n               Stowe,  Massachusetts  01775\n               Attention:  William  D.  Strecker\n               Fax  No.:  (281)  514-5521\n\n               With  a  copy  to:\n\n               Skadden,  Arps,  Slate,  Meagher  &amp; Flom  LLP\n               One  Beacon  Street\n               Boston,  Massachusetts  02108\n               Attention:  Louis  A.  Goodman,  Esq.\n               Fax  No.:  (617)  573-4822\n\n\n       (c)     If  to  CMGI,  to:\n\n               100  Brickstone  Square\n               Andover,  Massachusetts  01810-1428\n               Attention:  William  Williams  II,  Esq.\n               Fax  No.:  (978)  684-3601\n\n               With  a  copy  to:\n\n               Hale  and  Dorr  LLP\n               60  State  Street\n               Boston,  Massachusetts  02109\n               Attention:  Mark  G.  Borden,  Esq.\n               Fax  No.:  (617)  526-5000\n\n\n      (d)     if  to  Newco,  to:\n\n               100  Brickstone  Square\n               Andover,  Massachusetts  01810-1428\n               Attention:  William  Williams  II,  Esq.\n               Fax  No.:  (978)  684-3601\n\n               With  a  copy  to:\n\n               Hale  and  Dorr  LLP\n               60  State  Street\n               Boston,  Massachusetts  02109\n               Attention:  Mark  G.  Borden,  Esq.\n               Fax  No.:  (617)  526-5000\n\n     Section 9.7   Entire  Agreement; Governing Law.  This Agreement (a)\n                   --------------------------------\nconstitutes  the  entire  agreement  and  supersedes  all  other  agreements and\nunderstandings,  both  written and oral, between the parties with respect to the\nsubject  matter  hereof  and  (b)  shall  be  governed  by  and  be construed in\naccordance  with  the laws of the State of Delaware without giving effect to the\nprinciples  of  conflicts  of  laws  thereof.\n\n     Section 9.8   Successors and Assigns.  Except as otherwise provided\n                   ----------------------\nherein,  all of the terms and provisions of this Agreement shall be binding upon\nand enure to the benefit of and be enforceable against the respective successors\nand  assigns  of  the  parties  hereto.\n\n     Section 9.9   Counterparts.  This  Agreement may be executed in any\n                   ------------\nnumber  of  counterparts  and  by  the  different  parties  hereto  on  separate\ncounterparts,  each  of  which when so executed and delivered shall be deemed an\noriginal,  but  all  of  which  together  shall  constitute  one  and  the  same\ninstrument.\n\n     Section  9.10  Headings.  The section and other headings contained in\n                    --------\nthis  Agreement  are for reference purposes only and shall not affect in any way\nthe  meaning  or  interpretation  of  this  Agreement.\n\n     Section 9.11  Severability.  In  case any term, provision, covenant\n                   ------------\nor  restriction  contained  in  this Agreement is held to be invalid, illegal or\nunenforceable  in any jurisdiction, the validity, legality and enforceability of\nthe remaining terms, provisions, covenants or restrictions contained herein, and\nof  such  term,  provision,  covenant  or restriction in any other jurisdiction,\nshall  not  in  any  way  be  affected  or  impaired  thereby.\n\n     Section 9.12  Termination.  CMGI shall have no obligations pursuant\n                   -----------\nto  this  Agreement  with respect to any CMGI Registrable Securities if, after a\nperiod of not less than five years from the date hereof, the Investors hold less\nthan  an  amount equal to 15% of the CMGI Registrable Securities held by them on\nthe  date  of  this Agreement.  Newco shall have no obligations pursuant to this\nAgreement with respect to any Newco Registrable Securities if, after a period of\nnot less than seven years from the date hereof, the Investors hold less than 25%\nof  the Newco Registrable Securities held by them on the date of this Agreement.\n\n\n\n                             SIGNATURE PAGE FOLLOWS\n\n      \n\n          IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to\nbe  signed  as  of  the  date  first  written  above.\n\n\n\n                                   COMPAQ  COMPUTER  CORPORATION\n\n\n                              By:\n                                   Name:\n                                   Title:\n\n\n \n                                   DIGITAL  EQUIPMENT  CORPORATION\n\n\n\n                              By:\n                                   Name:\n                                   Title:\n\n\n                                   CMGI,  INC.\n\n\n                              By:\n                                   Name:\n                                   Title:\n\n\n                                   ZOOM  NEWCO  INC.\n\n\n                              By:\n                                   Name:\n                                   Title:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7128,7162],"corporate_contracts_industries":[9508,9417],"corporate_contracts_types":[9622,9624],"class_list":["post-43524","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cmgi-inc","corporate_contracts_companies-compaq-computer-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-financial__holding","corporate_contracts_types-planning","corporate_contracts_types-planning__contrib"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43524","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43524"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43524"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43524"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43524"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}