CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. ASTERISKS DENOTE OMISSIONS.
@VENTURES III, L.P.
AMENDMENT TO MANAGEMENT CONTRACT
THIS AMENDMENT dated as of June 7, 2002, to the Management Contract dated as of August 7, 1998 (the
"Management Contract"), between @Ventures III, L.P., a Delaware limited partnership (the "Partnership"), and
@Ventures Management, LLC, a Delaware limited liability company (the "Company"), shall be and become
effective on the Amendment Effective Date (as that term is defined in the Agreement of Limited Partnership of the
Partnership (as amended and in effect from time to time, the "Agreement").
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Partnership and the Company hereby agree to amend the Management Contract as follows:
1. Amendment to Section 4. Section 4 of the Management Contract is hereby amended by (a) deleting the last
sentence thereof, and (b) by adding, at the end thereof, the following paragraph:
"Notwithstanding the foregoing or any provision of this Contract to the contrary, with respect to all periods from
and after February 1, 2002 through [***], the Company hereby waives [***] management fees; provided
however, that if, pursuant to Section 11.1(1)(y) of the Agreement, the term of the Partnership is extended by the
Limited Partners through [***] following a termination of @Ventures Expansion Fund, L.P. ("Expansion Fund")
prior to [***], the Partnership shall pay to the Company a management fee equal to the amount of the
management fee which would have been payable by Expansion Fund to @Ventures Expansion Management
LLC for the period between the date of the termination of Expansion Fund and [***] (i.e., fees at an annualized
rate of $[***], but reduced by amounts paid by Expansion Fund on account of periods preceding the date of