S-1

As filed with the Securities and Exchange Commission on July 6, 2007.

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CONSTANT CONTACT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7372	04-3285398
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code No.)	(I.R.S. Employer Identification No.)

Reservoir Place

1601 Trapelo Road, Suite 329

Waltham, Massachusetts 02451

(781) 472-8100

(Address, including zip code, and telephone number,

Including area code, of registrant’s principal executive offices)

Constant Contact, Inc.

Reservoir Place

1601 Trapelo Road, Suite 329

Waltham, Massachusetts 02451

(781) 472-8100

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Mark G. Borden, Esq.
Philip P. Rossetti, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000 Robert P. Nault, Esq.                     
Constant Contact, Inc.                     
Reservoir Place                     
1601 Trapelo Road, Suite 329                     
Waltham, Massachusetts 02451                     
(781) 472-8100                      John R. Utzschneider, Esq.
Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Amount of
Each Class of	Aggregate Offering	Registration
Securities to be Registered	Price(1)	Fee(2)
Common Stock, par value $0.01 per share	$86,250,000	$2,648

(1)	Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2)	Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated July 6, 2007

           Shares

Common Stock

$      per share

This is an initial public offering of our common stock. We are offering      shares and the selling stockholders identified in this prospectus are offering           shares.

We expect that the price to the public in the offering will be between $      and $      per share. The market price of the shares after the offering may be higher or lower than the offering price.

We have applied to include our common stock on the Nasdaq Global Market under the symbol “CTCT.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 7.

	Per Share	Total
Price to the public	$	$
Underwriting discount
Proceeds, before expenses, to Constant Contact
Proceeds, before expenses, to the selling stockholders

The selling stockholders have granted an over-allotment option to the underwriters. Under this option, the underwriters may elect to purchase a maximum of           additional shares from the selling stockholders within 30 days following the date of this prospectus to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

CIBC World Markets Thomas Weisel Partners LLC

William Blair & Company Cowen and Company Needham & Company, LLC

The date of this prospectus is          , 2007

Email marketing really is this easy. Constant Contact makes it Create easy to create, send, and track your email Build your list permission-based email messages More than 200 professional and send email templates that get attention and deliver results. List import wizard and tools Track Flexible one-screen editing Customizable mailing list the results Easy drag & drop interface sign-up form for your website Customize colors and fonts Open and click tracking Unsubscribe management Personalization Summary and List segmentation detailed reporting Easy send scheduling ConstantContact.com ^© 2007 Constant Contact. All rights reserved 07-0139

Table of Contents

Prospectus Summary	1
Risk Factors	7
Forward-Looking Statements	23
Use of Proceeds	24
Dividend Policy	24
Capitalization	25
Dilution	27
Selected Financial Data	29
Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Business	45
Management	60
Principal and Selling Stockholders	82
Certain Transactions	84
Description of Capital Stock	86
Shares Eligible for Future Sale	91
Underwriting	93
Legal Matters	99
Experts	99
Where You Can Find More Information	99
Index to Financial Statements	F-1
EX-3.1 Second Amended and Restated Certificate of Incorporation
EX-3.3 Amended and Restated Bylaws
EX-10.1 1999 Stock Option/Stock Issuance Plan
EX-10.2 Form of Non-Qualified Stock Option Agreement with Executives
EX-10.3 Form of Non-Qualified Stock Option Agreement
EX-10.4 Restricted Stock Purchase Agreement, dated December 12, 2005
EX-10.9 Letter Agreement, Gail F. Goodman, dated April 14, 1999
EX-10.10 Letter Agreement, Steven R. Wasserman, dated December 1, 2005
EX-10.11 Letter Agreement, Richard H. Turcott, dated December 6, 2006
EX-10.12 2007 Executive Team Bonus Plan
EX-10.14 Amended and Restated Investors' Rights Agreement, dated August 9, 2001
EX-10.15 Amended and Restated Preferred Investors' Rights Agreement, dated May 12, 2006
EX-10.16 Lease Agreement, dated July 9, 2002
EX-10.17 Loan and Security Agreement, dated February 27, 2003
EX-16.1 Letter from Vitale, Caturano & Company, Ltd.
EX-23.1 Consent of PricewaterhouseCoopers LLP
EX-23.2 Consent of Vitale, Caturano & Company, Ltd.

Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, including our financial statements and related notes, and the risk factors beginning on page 7, before deciding whether to purchase shares of our common stock. Unless the context otherwise requires, we use the terms “Constant Contact,” “our company,” “we,” “us” and “our” in this prospectus to refer to Constant Contact, Inc.

Constant Contact

Overview

Constant Contact is the leading provider of on-demand email marketing solutions for small organizations, including small businesses, associations and non-profits. As of June 30, 2007, we had over 120,000 customers. Our customers use our email marketing solution to more effectively and efficiently create, send and track professional and affordable permission-based email marketing campaigns. With these campaigns, our customers can build stronger relationships with their customers, clients and members, increase sales and expand membership. Our email marketing solution incorporates a wide range of customizable templates to assist in campaign creation, user-friendly tools to import and manage contact lists and intuitive reporting to track campaign effectiveness. In June 2007, we introduced an online survey solution that complements our email marketing solution and enables small organizations to easily create and send surveys and effectively analyze responses. We are committed to providing our customers with a high level of support, which we deliver via phone, chat, email and our website.

Our email marketing customer base has grown steadily from approximately 25,000 at the end of 2004 to over 120,000 as of June 30, 2007. We estimate that approximately two-thirds of our customers have fewer than ten employees and in the first quarter of 2007 our top 50 email marketing customers accounted for approximately 1% of our gross email marketing revenue. Our email marketing customers pay a monthly subscription fee that generally ranges between $15 per month and $150 per month based on the size of their contact lists and, in some cases, volume of mailings. For the first quarter of 2007, our average monthly revenue per email marketing customer exceeded $32. We believe that the simplicity of on-demand deployment combined with our affordable subscription fees and functionality facilitate adoption of our solution by our target customers while generating significant recurring revenue. From January 2005 through June 2007, at least 97.4% of our customers in a given month have continued to utilize our email marketing solution in the following month. Since the first quarter of 2002, we have achieved 21 consecutive quarters of growth in customers and revenue. Based on the current size of our customer base, we believe that we are the largest provider of email marketing services to small organizations.

We acquire our customers through a variety of paid and unpaid sources. Our paid sources include online marketing through search engines, advertising networks and other sites; offline marketing through radio advertising, local seminars and other marketing efforts; and relationships with over 1,700 active channel partners, which include national small business service providers such as Network Solutions, LLC, American Express Company and VistaPrint Limited as well as local small business service providers. Our unpaid sources of customer acquisition include referrals from our growing customer base, general brand awareness and the inclusion of a link to our website in the footer of more than 500 million emails currently sent by our customers each month. We believe that during the first quarter of 2007 at least 45% of our new email marketing customers were generated through unpaid sources.

We were founded in 1995 and our on-demand email marketing solution was first offered commercially in 2000. In 2006, our revenue was $27.6 million and our net loss was $7.8 million, and in the quarter ended March 31, 2007 our revenue was $9.7 million and our net loss was $2.7 million.

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Industry Background

We believe that small organizations represent a large market for email marketing. Based on statistics compiled by the U.S. Small Business Administration and others, we believe that our email marketing solutions could potentially address the needs of more than 27.3 million small organizations in the United States.

To date, however, small organizations have been slower than large organizations to adopt email marketing. Many small organizations lack familiarity with the benefits of email marketing and an understanding of how to prepare, execute and measure a campaign. Similarly, they often do not have the technical expertise necessary to implement email marketing software or the financial resources to hire in-house staff or retain an outside agency to support the effort. We believe that existing alternatives, primarily the use of general email applications, are poorly suited to meeting the email marketing needs of small organizations. General email applications and services, such as Microsoft Outlook^®, America Online^® or Hotmail^®, are designed for one-on-one emails and do not have the formatting, graphics or links needed to produce effective email marketing campaigns. The other major alternative is enterprise email marketing providers that offer sophisticated services for large organizations with sizeable marketing budgets and deliver services at a price and scale far beyond the scope of most small organizations. As a result, we believe there is a significant opportunity for an email marketing solution tailored to the needs of small organizations.

Our Products and Services

We provide small organizations with a convenient, effective and affordable way to communicate with their constituents. Our email marketing solution provides customers with the following features:

•   Campaign Creation Wizard. A comprehensive, easy-to-use interface that enables our customers to create and edit email campaigns.

•   Professionally Developed Templates. Pre-designed email message forms that help our customers to quickly create attractive and professional campaigns.

•   Contact List Management. These tools help our customers build and manage their email contact lists.

•   Email Tracking and Reporting. These features enable our customers to review and analyze the overall effectiveness of a campaign by tracking and reporting aggregate and individualized information.

•   Email Delivery Management. These tools are incorporated throughout our email marketing solution and are designed to maintain our high deliverability rates.

•   Image Hosting. This feature enables customers to store up to five images for free, view and edit these images and resize them as necessary.

•   Security and Privacy. We protect our customers’ data and require that our customers adopt a privacy policy to assist them in complying with government regulations and email marketing best practices.

In addition, we recently launched an online survey solution to enable our customers to survey their customers, clients or members and analyze the responses. Our survey solution provides customers with a survey creation wizard, over 40 different preformatted and customizable survey templates, list management capabilities and live customer support.

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Business Strengths

We believe that the following business strengths differentiate us from our competitors and are key to our success:

•   Focus on Small Organizations

•   Efficient Customer Acquisition Model

•   High Degree of Recurring Revenue

•   Consistent Commitment to Customer Service

•   Software-as-a-Service Delivery

Growth Strategy

Our objective is to grow our market leadership through the following strategies:

•   Acquire New Customers. We have increased the number of email marketing customers acquired in each of the past 11 quarters and aggressively seek to continue to attract new customers by promoting the Constant Contact brand and encouraging small organizations to try our solutions.

•   Increase Revenue Per Customer. As of June 30, 2007, we had an email marketing customer base in excess of 120,000. We seek to increase revenue from each customer through add-on services that enhance our solutions such as image hosting.

•   Provide Additional Products. We plan to continue to invest in research and development to maintain our leadership position in email marketing and to develop and provide our customers with complementary solutions that are easy-to-use, effective and affordable such as our recently launched survey product.

•   Expand Internationally. Customers in over 110 countries and territories currently use our email marketing solution, despite limited marketing efforts outside the United States, and we believe that opportunities exist to more aggressively market our solutions in English-speaking countries.

•   Pursue Complementary Acquisitions. We follow industry developments and technology advancements and intend to evaluate and acquire technologies or businesses to cost-effectively enhance our solutions, access new customers or markets or both.

Corporate Information

We were incorporated in Massachusetts in August 1995 under the name Roving Software Incorporated. We reincorporated in Delaware in July 2000 and changed our name to Constant Contact, Inc. in December 2006. Our principal executive offices are located at Reservoir Place, 1601 Trapelo Road, Suite 329, Waltham, Massachusetts 02451, and our telephone number is (781) 472-8100. Our website address is www.constantcontact.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our common stock.

Constant Contact^®, Do-It-Yourself Email Marketing^®, SafeUnsubscribe^®, Email Marketing 101^®, Email Marketing Hints & Tips^® and other trademarks or service marks of Constant Contact appearing in this prospectus are the property of Constant Contact. This prospectus contains additional trade names, trademarks and service marks of other companies.

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The Offering

Common stock offered by us	shares
Common stock offered by the selling stockholders	shares
Common stock to be outstanding after the offering	shares
Use of proceeds	We intend to use our net proceeds from this offering for general corporate purposes, including the development of new products, the acquisition of new customers and capital expenditures. We also intend to use a portion of our net proceeds to repay outstanding debt. We may use a portion of our proceeds for the acquisition of, or investment in, businesses, technologies, products or assets that complement our business. We have no present understandings, commitments or agreements to enter into any acquisitions or make any investments. We will not receive any proceeds from the shares sold by the selling stockholders. See “Use of Proceeds” for more information.
Proposed Nasdaq Global Market symbol	CTCT

The number of shares of our common stock to be outstanding after this offering is based on the number of shares of common stock outstanding as of March 31, 2007, and excludes:

•   1,383,497 shares of common stock issuable upon the exercise of stock options and warrants outstanding as of March 31, 2007 at a weighted average exercise price of $2.61 per share, of which options and warrants to purchase 406,732 shares of our common stock were exercisable as of March 31, 2007 with a weighted average exercise price of $2.73 per share;

•   787,823 shares of common stock available for future issuance under our equity compensation plans as of March 31, 2007; and

•   120,000 shares of common stock issuable upon the exercise of a warrant to purchase redeemable convertible preferred stock with an exercise price of $0.50 per share, which preferred stock is convertible into common stock.

Unless otherwise stated, all information contained in this prospectus gives effect to a 1-for-100 reverse stock split of our common stock that was effected on November 26, 2002, assumes no exercise by the underwriters of their over-allotment option, gives effect to the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into 13,189,778 shares of our common stock upon the closing of this offering and gives effect to the restatement of our certificate of incorporation and amendment and restatement of our bylaws to be effective upon completion of this offering.

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Summary Financial Information

The following tables present our summary statements of operations data for the three years ended December 31, 2006 and for the three months ended March 31, 2006 and 2007, and our summary historical, pro forma and pro forma as adjusted balance sheet data as of March 31, 2007. The summary statements of operations data for the three years ended December 31, 2006 are derived from our audited financial statements for the three years ended December 31, 2006 included elsewhere in this prospectus. The summary statements of operations data for the three months ended March 31, 2006 and 2007 and the summary balance sheet data as of March 31, 2007 have been derived from our unaudited financial statements included elsewhere in this prospectus. Our unaudited financial statements have been prepared on the same basis as the audited financial statements and notes thereto and, in the opinion of our management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the information for the unaudited interim periods. Our historical results for prior interim periods are not necessarily indicative of results to be expected for a full year or for any future period. You should read this data together with our financial statements and related notes included elsewhere in this prospectus and the information under “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

										Three Months Ended
	Year Ended December 31,									March 31,
	2004			2005			2006			2006			2007
	(in thousands, except per share and customer data)
Statements of Operations Data:
Revenue	$	8,071		$	14,658		$	27,552		$	5,429		$	9,713
Cost of revenue(1)		2,211			3,747			7,801			1,543			2,731
Gross profit		5,860			10,911			19,751			3,886			6,982
Operating expenses:(1)
Research and development		2,140			3,355			6,172			1,363			2,169
Sales and marketing		3,385			7,460			18,592			2,837			6,121
General and administrative		856			1,326			2,623			493			1,082
Total operating expenses		6,381			12,141			27,387			4,693			9,372
Loss from operations		(521	)		(1,230	)		(7,636	)		(807	)		(2,390	)
Interest and other income (expense), net		(34	)		(24	)		(203	)		(150	)		(291	)
Net loss		(555	)		(1,254	)		(7,839	)		(957	)		(2,681	)
Accretion of redeemable convertible preferred stock		(3,701	)		(5,743	)		(3,788	)		(2,136	)		(253	)
Net loss attributable to common stockholders	$	(4,256	)	$	(6,997	)	$	(11,627	)	$	(3,093	)	$	(2,934	)
Net loss attributable to common stockholders per share:
Basic and diluted	$	(5.68	)	$	(3.23	)	$	(4.40	)	$	(1.22	)	$	(1.02	)
Weighted average shares outstanding used in computing per share amounts:
Basic and diluted		749			2,164			2,645			2,527			2,869
Other Operating Data:
End of period number of customers(2)		25,229			47,730			89,323			57,195			104,265

(1) Amounts include stock-based compensation expense, as follows:

Cost of revenue	$	–	$	–	$	25	$	2	$	15
Research and development		–		–		27		1		21
Sales and marketing		6		–		19		1		11
General and administrative		17		17		12		1		36
	$	23	$	17	$	83	$	5	$	83

(2) We define our end of period number of customers as email marketing customers that we billed directly during the last month of the period.

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The following table summarizes our balance sheet data as of March 31, 2007:

•   on an actual basis;

•   on a pro forma basis to reflect the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock upon the closing of the offering and the assumed expiration of an outstanding warrant to purchase 120,000 shares of our redeemable convertible preferred stock resulting in a reversal of other expense of $1,048,000 related to previous adjustments to its fair value; and

•   on a pro forma as adjusted basis to reflect the pro forma adjustment above, as well as the receipt by us of estimated net proceeds of $      million from the sale of           shares of common stock offered by us, at an initial public offering price of $      per share, the mid-point of the estimated price range shown on the cover page of this prospectus, after deducting the estimated underwriting discount and offering expenses payable by us and the payment by us of $565,000 to repay our outstanding indebtedness as described under “Use of Proceeds.”

	As of March 31, 2007
						Pro Forma
	Actual			Pro Forma		as Adjusted
	(in thousands)
Balance Sheet Data:
Cash, cash equivalents and short-term marketable securities	$	9,802		$	9,802	$
Total assets		16,326			16,326
Deferred revenue		6,833			6,833
Redeemable convertible preferred stock warrant		1,048			–
Notes payable		565			565
Redeemable convertible preferred stock		35,575			–
Total stockholders’ equity (deficit)		(31,469	)		5,154

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Risk Factors

An investment in our common stock involves a high degree of risk. In deciding whether to invest, you should carefully consider the following risk factors. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations or prospects and cause the value of our common stock to decline, which could cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information in this prospectus, including the financial statements and related notes.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

If we are unable to attract new customers and retain existing customers on a cost-effective basis, our business and results of operations will be affected adversely.

To succeed, we must continue to attract and retain a large number of customers on a cost-effective basis, many of whom have not previously used an email marketing service. We rely on a variety of methods to attract new customers, such as paying providers of online services, search engines, directories and other websites to provide content, advertising banners and other links that direct customers to our website and including a link to our website in substantially all of our customers’ emails. In addition, many of our new customers are referred to us by existing customers. If we are unable to use any of our current marketing initiatives or the cost of such initiatives were to significantly increase or our efforts to satisfy our existing customers are not successful, we may not be able to attract new customers or retain existing customers on a cost-effective basis and, as a result, our revenue and results of operations would be affected adversely.

Our business is substantially dependent on the market for email marketing services for small organizations.

We derive, and expect to continue to derive, substantially all of our revenue from our email marketing solution for small organizations, including small businesses, associations and non-profits. As a result, widespread acceptance of email marketing among small organizations is critical to our future growth and success. The overall market for email marketing and related services is relatively new and still evolving, and small organizations have generally been slower than large organizations to adopt email marketing as part of their marketing mix. There is no certainty regarding how or whether this market will develop, or whether it will experience any significant contractions. Our ability to attract and retain customers will depend in part on our ability to make email marketing convenient, effective and affordable. If small organizations determine that email marketing does not sufficiently benefit them, existing customers may cancel their accounts and new customers may decide not to adopt email marketing. In addition, many small organizations lack the technical expertise to effectively send email marketing campaigns. As technology advances, however, small organizations may establish the capability to manage their own email marketing and therefore have no need for our email marketing solution. If the market for email marketing services fails to grow or grows more slowly than we currently anticipate, demand for our services may decline and our revenue would suffer.

U.S. federal legislation entitled Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 imposes certain obligations on the senders of commercial emails, which could minimize the effectiveness of our email marketing solution, and establishes financial penalties for non-compliance, which could increase the costs of our business.

In December 2003, Congress enacted Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, which establishes certain requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content. The CAN-SPAM Act, among other things, obligates the sender of commercial emails to provide recipients with the ability to opt out of receiving future emails from the sender. In addition, some states have passed laws regulating commercial email practices that are significantly more

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punitive and difficult to comply with than the CAN-SPAM Act, particularly Utah and Michigan, which have enacted do-not-email registries listing minors who do not wish to receive unsolicited commercial email that markets certain covered content, such as adult or other harmful products. Some portions of these state laws may not be preempted by the CAN-SPAM Act. The ability of our customers’ constituents to opt out of receiving commercial emails may minimize the effectiveness of our email marketing solution. Moreover, non-compliance with the CAN-SPAM Act carries significant financial penalties. If we were found to be in violation of the CAN-SPAM Act, applicable state laws not preempted by the CAN-SPAM Act, or foreign laws regulating the distribution of commercial email, whether as a result of violations by our customers or if we were deemed to be directly subject to and in violation of these requirements, we could be required to pay penalties, which would adversely affect our financial performance and significantly harm our business. We also may be required to change one or more aspects of the way we operate our business, which could impair our ability to attract and retain customers or increase our operating costs.

Evolving regulations concerning data privacy may restrict our customers’ ability to solicit, collect, process and use data necessary to conduct email marketing campaigns or to send surveys and analyze the results or may increase their costs, which could harm our business.

Federal, state and foreign governments have enacted, and may in the future enact, laws and regulations concerning the solicitation, collection, processing or use of consumers’ personal information. Such laws and regulations may require companies to implement privacy and security policies, permit users to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personal information for certain purposes. Other proposed legislation could, if enacted, prohibit the use of certain technologies that track individuals’ activities on web pages or that record when individuals click through to an Internet address contained in an email message. Such laws and regulations could restrict our customers’ ability to collect and use email addresses, page viewing data, and personal information, which may reduce demand for our solutions.

As Internet commerce develops, federal, state and foreign governments may draft and propose new laws to regulate Internet commerce, which may negatively affect our business.

As Internet commerce continues to evolve, increasing regulation by federal, state or foreign governments becomes more likely. Our business could be negatively impacted by the application of existing laws and regulations or the enactment of new laws applicable to email marketing. The cost to comply with such laws or regulations could be significant and would increase our operating expenses, and we may be unable to pass along those costs to our customers in the form of increased subscription fees. In addition, federal, state and foreign governmental or regulatory agencies may decide to impose taxes on services provided over the Internet or via email. Such taxes could discourage the use of the Internet and email as a means of commercial marketing, which would adversely affect the viability of our solutions.

In the event we are unable to minimize our loss of existing customers or to grow our customer base by adding new customers, our operating results will be adversely affected.

From January 2005 through June 2007, at least 97.4% of our customers in a given month have continued to utilize our email marketing solution in the following month. Such historic performance is not indicative of future performance, and there is no guarantee that new customers will demonstrate the loyalty our existing customers have exhibited in the past or that our existing customers will continue to use our solutions consistently. Our growth strategy requires us to minimize the loss of our existing customers and grow our customer base by adding new customers. Customers cancel their accounts for many reasons, including a perception that they do not use our solution effectively, the service is a poor value and they can manage their email campaigns without our solution. In some cases, we terminate an account because the customer fails to comply with our standard terms and conditions. We must continually add new customers to replace customers whose accounts are cancelled or terminated, which may involve significantly higher marketing expenditures

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than we currently anticipate. If too many of our customers cancel our service, or if we are unable to attract new customers in numbers sufficient to grow our business, our operating results would be adversely affected.

As we expand our customer base through our marketing efforts, our new customers may use our solutions differently than our existing customers and, accordingly, our business model may not be as efficient at attracting and retaining new customers.

As we expand our customer base, our new customers may use our solutions differently than our existing customers. For example, a greater percentage of new customers may take advantage of the free trial period we offer but choose to use another form of marketing to reach their constituents. If our new customers are not as loyal as our existing customers, our attrition rate will increase and our customer referrals will decrease, which would have an adverse effect on our results of operations. In addition, as we seek to expand our customer base, we expect to increase our marketing spend in order to attract new customers, which will increase our operating costs. There can be no assurance that these marketing efforts will be successful.

The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

The market for our solutions is competitive and rapidly changing, and the barriers to entry are relatively low. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our prices.

Our principal competitors include providers of email marketing solutions for small to medium size businesses such as Vertical Response, Inc., CoolerEmail Inc., Broadwick Corporation (iContact, formerly Intellicontact), Emma, Inc., Got Corporation (Campaigner^®), Lyris Technologies, Inc. and Topica Inc., as well as the in-house information technology capabilities of prospective customers. Competition could result in reduced sales, reduced margins or the failure of our email marketing solution to achieve or maintain more widespread market acceptance, any of which could harm our business. In addition, there are a number of other vendors that are focused on providing email marketing solutions for larger organizations, including Acxiom Digital (a division of Acxiom Corporation), Alterian Inc., Epsilon Data Management LLC (a subsidiary of Alliance Data Systems Corporation), ExactTarget, Inc., Responsys Inc., Silverpop Systems Inc. and CheetahMail, Inc. (a subsidiary of Experian Group Limited). While we do not compete currently with vendors serving larger customers, we may face future competition from these providers if they determine that our target market presents an opportunity for them. Finally, in the future, we may experience competition from Internet service providers, or ISPs, advertising and direct marketing agencies and other large established businesses, such as Microsoft Corporation, Google Inc. or Yahoo! Inc., possessing large, existing customer bases, substantial financial resources and established distribution channels. If these companies decide to develop, market or resell competitive email marketing solutions, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed. In addition, one or more of these ISPs or other businesses could decide to offer a competitive email marketing solution at no cost or low cost in order to generate revenue as part of a larger product offering.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their products. Our potential competitors may have more extensive customer bases and broader customer relationships than we have. In addition, these companies may have longer operating histories and greater name recognition than we have. These competitors may be better able to respond quickly to new technologies and to undertake more extensive marketing campaigns. If we are unable to compete with such companies, the demand for our services could substantially decline.

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If the delivery of our customers’ emails is limited or blocked, the fees we may be able to charge for our email marketing solution may not be accepted by the market and customers may cancel their accounts.

ISPs can block emails from reaching their users. Recent releases of ISP software and the implementation of stringent new policies by ISPs make it more difficult to deliver our customers’ emails. We continually improve our own technology and work closely with ISPs to maintain our deliverability rates. If ISPs materially limit or halt the delivery of our customers’ emails, or if we fail to deliver our customers’ emails in a manner compatible with ISPs’ email handling or authentication technologies, then the fees we charge for our email marketing solution may not be accepted by the market, and customers may cancel their accounts.

Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition for highly skilled technical and marketing personnel is extremely intense, and we continue to face difficulty identifying and hiring qualified personnel in many areas of our business. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In particular, candidates making employment decisions, particularly in high-technology industries, often consider the value of any equity they may receive in connection with their employment. Any significant volatility in the price of our stock after this offering may adversely affect our ability to attract or retain highly skilled technical and marketing personnel.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

If economic or other factors negatively affect the small business sector, our customers may become unwilling or unable to maintain accounts with us, which could cause our revenue to decline and impair our ability to operate profitably.

Our email marketing and survey solutions are designed specifically for small organizations, including small businesses, associations and non-profits that frequently have limited budgets and are more likely to be significantly affected by economic downturns than their larger, more established counterparts. Small organizations may choose to spend the limited funds that they have on items other than our solutions. Moreover, if small organizations experience economic hardship, they may be unwilling or unable to expend resources on marketing, which would negatively affect the overall demand for our solutions and could cause our revenue to decline.

If we fail to promote and maintain our brand in a cost-effective manner, we may lose market share and our revenue may decrease.

We believe that developing and maintaining awareness of the Constant Contact brand in a cost-effective manner is critical to achieving widespread acceptance of our existing and future solutions and attracting new customers. Furthermore, we believe that the importance of brand recognition will increase as competition in our industry increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and the effectiveness and affordability of our solutions for our target customer demographic. Historically, our efforts to build our brand have involved significant expense, and it is likely that our future marketing efforts will require us to incur additional significant expenses. Such brand promotion activities may not yield increased revenue and, even if they do, any revenue increases may not offset the expenses we incur to promote our brand. If we fail to successfully promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may lose our existing customers to our competitors or be unable to attract new customers, which would cause our revenue to decrease.

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We depend on search engines to attract a significant percentage of our customers, and if those search engines change their listings or our relationship with them deteriorates or terminates, we may be unable to attract new customers, which would adversely affect our business and results of operations.

Many of our customers located our website by clicking through on search results displayed by search engines such as Google and Yahoo!. Search engines typically provide two types of search results, algorithmic and purchased listings. Algorithmic listings cannot be purchased, and instead are determined and displayed solely by a set of formulas designed by the search engine. Purchased listings can be purchased by advertisers in order to attract users to their websites. We rely on both algorithmic and purchased listings to attract a significant percentage of the customers we serve to our website. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. If search engines on which we rely for algorithmic listings modify their algorithms, this could result in fewer customers clicking through to our website, requiring us to resort to other costly resources to replace this traffic, which, in turn, could reduce our operating and net income or our revenue, harming our business. If one or more search engines on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, or our revenue could decline and our business may suffer. The cost of purchased search listing advertising is rapidly increasing as demand for these channels continues to grow quickly, and further increases could have negative effects on our financial results.

The success of our business depends on the continued growth and acceptance of email as a communications tool, and the related expansion and reliability of the Internet infrastructure. If consumers do not continue to use email, demand for our email marketing solutions may decline.

The future success of our business depends on the continued and widespread adoption of email as a primary means of communication. Security problems such as “viruses,” “worms” and other malicious programs or reliability issues arising from outages and damage to the Internet infrastructure could create the perception that email is not a safe and reliable means of communication, which would discourage consumers from using email. Consumers’ use of email also depends on the ability of ISPs to prevent unsolicited bulk email, or “spam,” from overwhelming consumers’ inboxes. In recent years, ISPs have developed new technologies to filter unwanted messages before they reach users’ inboxes. In response, spammers have employed more sophisticated techniques to reach consumers’ inboxes. Although companies in the anti-spam industry have started to address the techniques used by spammers, if security problems become widespread or frequent or if ISPs cannot effectively control spam, the use of email as a means of communication may decline as consumers find alternative ways to communicate. Any decrease in the use of email would reduce demand for our email marketing solution and harm our business.

Various private spam blacklists have in the past interfered with, and may in the future interfere with, the effectiveness of our solutions and our ability to conduct business.

We depend on email to market to and communicate with our customers, and our customers rely on email to communicate with their constituents. Various private entities attempt to regulate the use of email for commercial solicitation. These entities often advocate standards of conduct or practice that significantly exceed current legal requirements and classify certain email solicitations that comply with current legal requirements as spam. Some of these entities maintain “blacklists” of companies and individuals, and the websites, ISPs and Internet protocol addresses associated with those entities or individuals, that do not adhere to those standards of conduct or practices for commercial email solicitations that the blacklisting entity believes are appropriate. If a company’s Internet protocol addresses are listed by a blacklisting entity, emails sent from those addresses may be blocked if they are sent to any Internet domain or Internet address that subscribes to the blacklisting entity’s service or purchases its blacklist.

Some of our Internet protocol addresses currently are listed with one or more blacklisting entities and, in the future, our Internet protocol addresses may also be listed with these and other blacklisting entities. There can be no guarantee that we will not continue to be blacklisted or that we will be able to successfully remove

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ourselves from those lists. Blacklisting of this type could interfere with our ability to market our products and services and communicate with our customers and could undermine the effectiveness of our customers’ email marketing campaigns, all of which could have a material negative impact on our business and results of operations.

Any efforts we may make in the future to promote our services to market segments other than small organizations or to expand our solution beyond email marketing may not succeed.

To date, we have focused our business on providing our email marketing solution for small organizations, but we may in the future seek to serve other market segments and expand our service offerings. We recently introduced our new survey product, which enables customers to create and send online surveys and analyze responses, and we are currently developing an add-on archiving service that will enable our customers to archive their past email campaigns. Any efforts to expand beyond the small organization market or to introduce new services beyond our email marketing solution, including our survey product, may not result in significant revenue growth, may divert management resources from our existing operations and require us to commit significant financial resources to an unproven business, which may harm our financial performance.

Our customers’ use of our solutions to transmit negative messages or website links to harmful applications could damage our reputation, and we may face liability for unauthorized, inaccurate or fraudulent information distributed via our solutions.

Our customers could use our email marketing solution to transmit negative messages or website links to harmful applications, reproduce and distribute copyrighted material without permission, or report inaccurate or fraudulent data. Any such use of our solutions could damage our reputation and we could face claims for damages, copyright or trademark infringement, defamation, negligence or fraud. Moreover, our customers’ promotion of their products and services through our email marketing solution may not comply with federal, state and foreign laws. We cannot predict whether our role in facilitating these activities would expose us to liability under these laws.

Even if claims asserted against us do not result in liability, we may incur substantial costs in investigating and defending such claims. If we are found liable for our customers’ activities, we could be required to pay fines or penalties, redesign business methods or otherwise expend resources to remedy any damages caused by such actions and to avoid future liability.

Our existing general liability insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liabilities that may be imposed. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage would increase our operating losses and reduce our net worth and working capital.

If we fail to enhance our existing solutions or develop new features, our solutions may become obsolete or less competitive and we could lose customers.

If we are unable to enhance our existing solutions or develop new solutions that keep pace with rapid technological developments and meet our customers’ needs, our business will be harmed. Creating and designing such enhancements and new solutions entail significant technical and business risks and require substantial expenditures and lead-time, and there is no guarantee that such enhancements and new solutions will be completed in a timely fashion or accepted by the market. If we cannot enhance our existing services or develop new solutions or if we are not successful in selling such enhancements and new solutions to our customers, we could lose customers or have difficulty attracting new customers, which would adversely impact our financial performance.

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Our relationships with our channel partners may be terminated or may not continue to be beneficial in generating new email marketing customers, which could adversely affect our ability to increase our customer base.

We maintain a network of over 1,700 active channel partners, which include national small business service providers such as Network Solutions, LLC, American Express Company and VistaPrint Limited as well as local small business service providers such as local web developers and marketing agencies, who refer customers to us through links on their websites and outbound promotion to their customers. Approximately 13% of our new email marketing customers in the first quarter of 2007 were generated from our channel partners. If we are unable to maintain our marketing relationships or establish new marketing relationships, we may experience delays and increased costs in adding customers, which could have a material adverse effect on us. The number of customers we are able to add through these marketing relationships is dependent on the marketing efforts of our partners, and a significant decrease in the number of gross customer additions generated through these relationships could adversely affect the size of our customer base and revenue.

Our growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

We are currently experiencing a period of rapid growth in our headcount and operations, which has placed, and will continue to place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure.

Our success will depend in part on the ability of our senior management to manage this growth effectively. To do so, we must continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems, which may include installing a new billing system. The addition of new employees and the capital investments that we anticipate will be necessary to manage our growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to successfully manage our growth, we will be unable to execute our business plan.

If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of our executive officers and other key technical personnel, each of whom would be difficult to replace. In particular, Gail F. Goodman, our Chairman, President and Chief Executive Officer, is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of Ms. Goodman or other executive officers or key personnel and the process to replace any of our key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.

Any significant disruption in service on our website or in our computer systems could reduce the attractiveness of our solutions and result in a loss of customers.

The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, level of customer service, reputation and ability to attract new customers and retain existing customers. Our system hardware is collocated in a hosting facility located in Somerville, Massachusetts, owned and operated by Internap Network Services Corporation. Internap does not guarantee that our customers’ access to our solutions will be uninterrupted, error-free or secure. Our

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operations depend on Internap’s ability to protect their and our systems in their facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts and similar events. In the event that our arrangement with Internap is terminated, or there is a lapse of service or damage to the Internap facility, we could experience interruptions in our service as well as delays and additional expense in arranging new facilities. Any interruptions or delays in our service, whether as a result of Internap or other third-party error, our own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with customers and our reputation. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors could damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause customers to cancel their accounts, any of which could adversely affect our business, financial condition and results of operations.

Our disaster recovery system located at our headquarters in Waltham, Massachusetts does not provide real time backup, has not been tested under actual disaster conditions and may not have sufficient capacity to recover all data and services in the event of an outage at the Internap facility. In the event of a disaster in which the Internap facility is irreparably damaged or destroyed, we would experience interruptions in our service. Moreover, our disaster recovery system is located approximately 12 miles from the Internap facility and may be equally or more affected by any regional disaster affecting the Internap facility. Any or all of these events could cause our customers to lose access to our solutions.

If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be harmed, we may be exposed to liability and we may lose the ability to offer our customers a credit card payment option.

Our system stores our customers’ proprietary email distribution lists, credit card information and other critical data. Any accidental or willful security breaches or other unauthorized access could expose us to liability for the loss of such information, time-consuming and expensive litigation and other possible liabilities as well as negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, and we could lose customers.

We do not believe we are in compliance with certain of the data protection policy documentation standards adopted by the major credit card issuers. If we fail to become compliant with such data protection policy documentation standards, we could lose our ability to offer our customers a credit card payment option. This would make our solutions less attractive to many small organizations by negatively impacting our customer experience and significantly increasing our administrative costs related to customer payment processing.

We rely on third-party computer hardware and software that may be difficult to replace or that could cause errors or failures of our service.

We rely on computer hardware purchased and software licensed from third parties in order to offer our solution, including hardware from such large vendors as Oracle Corporation, International Business Machines Corporation, Dell Computer Corporation, Sun Microsystems, Inc. and EMC Corporation. This hardware and software may not continue to be available on commercially reasonable terms, or at all. If we lose the right to use any of this hardware or software or such hardware or software malfunctions, our customers could

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experience delays or be unable to access our services until we can obtain and integrate equivalent technology or repair the cause of the malfunctioning hardware or software. Any delays or failures associated with our services could upset our customers and harm our business.

If we are unable to protect the confidentiality of our unpatented proprietary information, processes and know-how and our trade secrets, the value of our technology and solutions could be adversely affected.

We rely upon unpatented proprietary technology, processes and know-how and trade secrets. Although we try to protect this information in part by executing confidentiality agreements with our employees, consultants and third parties, such agreements may be breached. Any unauthorized disclosure or dissemination of our proprietary technology, processes and know-how or our trade secrets, whether by breach of a confidentiality agreement or otherwise, may cause irreparable harm to our business, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise be independently developed by our competitors or other third parties. If we are unable to protect the confidentiality of our proprietary information, processes and know-how or our trade secrets are disclosed, the value of our technology and services could be adversely affected, which could negatively impact our business, financial condition and results of operations.

Our use of open source could impose limitations on our ability to commercialize our products.

We incorporate open source software into our products. Although we monitor our use of open source software closely, the terms of many open source licenses to which we are subject have not been interpreted by United States or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products. In such event, we could be required to seek licenses from third parties in order to continue offering our solutions, to re-engineer our solutions or to discontinue sales of our solutions, or to release our software code under the terms of an open source license, any of which could materially adversely affect our business.

Given the nature of open source software, there is also a risk that third parties may assert copyright and other intellectual property infringement claims against us based on our use of certain open source software programs. The risks associated with intellectual property infringement claims are discussed immediately below.

If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties may assert patent and other intellectual property infringement claims against us in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

•   divert management’s attention;

•   result in costly and time-consuming litigation;

•   require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all;

•   in the case of open source software-related claims, require us to release our software code under the terms of an open source license; or

•   require us to redesign our software and services to avoid infringement.

As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. In addition, many of our agreements with our channel partners require us to indemnify

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them for third-party intellectual property infringement claims, which would increase the cost to us resulting from an adverse ruling on any such claim. Even if we have not infringed any third parties’ intellectual property rights, we cannot be sure our legal defenses will be successful, and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our solutions infringe their proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all.

Providing our solutions to customers outside the United States exposes us to risks inherent in international business.

Customers in more than 110 countries and territories currently use our email marketing solution, and we expect to expand our international operations in the future. Accordingly, we are subject to risks and challenges that we would otherwise not face if we conducted our business only in the United States. The risks and challenges associated with providing our solutions to customers outside the United States include:

•   localization of our solutions, including translation into foreign languages and associated expenses;

•   laws and business practices favoring local competitors;

•   compliance with multiple, conflicting and changing governmental laws and regulations, including tax, email marketing, privacy and data protection laws and regulations;

•   foreign currency fluctuations;

•   different pricing environments;

•   difficulties in staffing and maintaining foreign operations; and

•   regional economic and political conditions.

We have incurred net losses in the past and expect to incur net losses in the future.

We have incurred net losses in the past and we expect to incur net losses in the future. As of March 31, 2007, our accumulated deficit was $37.2 million. Our recent net losses were $1.3 million for the year ended December 31, 2005, $7.8 million for the year ended December 31, 2006 and $2.7 million for the quarter ended March 31, 2007. We have not been profitable since our inception, and we may not become profitable. In addition, we expect our operating expenses to increase in the future as we expand our operations. If our operating expenses exceed our expectations, our financial performance could be adversely affected. If our revenue does not grow to offset these increased expenses, we may never become profitable. You should not consider recent revenue growth as indicative of our future performance. In future periods, we may not have any revenue growth, or our revenue could decline.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, and rules subsequently implemented by the Securities and Exchange Commission, or SEC, and the Nasdaq Stock Market, require public companies to meet certain corporate governance standards. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations may make it more expensive for us to obtain director and officer liability insurance coverage and more difficult for us to attract and retain qualified persons to serve as directors or executive officers.

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, for the year ending December 31,

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2008, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. In order to comply with Section 404, we may incur substantial accounting expense, expend significant management time on compliance-related issues, and hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock would likely decline and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities, which would require additional financial and management resources.

We do not have significant experience with our new accounting system and any errors in using the system or delays in preparing our quarterly or annual financial statements may result in our inability to accurately or timely prepare and file financial reports.

Prior to April 2007, our accounting system was not sufficient to permit compliance with our financial reporting requirements as a public company and the Sarbanes-Oxley Act. As a result, in April 2007, we purchased and migrated to a new accounting system, which we believe provides us with the ability to expand our accounting capabilities as our business grows while providing the necessary accounting controls needed for compliance with the Sarbanes-Oxley Act. As of the date of this prospectus, we have only used the new accounting system to prepare monthly financial reports for two monthly periods, April and May 2007. We have not yet used the new accounting system to prepare quarterly or annual financial reports and our first audited financial statements utilizing our new accounting system will not be until the year ending December 31, 2007. Any errors or delays we experience in using the new system could adversely affect our ability to file our quarterly, annual or other reports with the SEC on a timely and accurate basis.

Our ability to use net operating loss carryforwards in the United States may be limited.

As of December 31, 2006, we had net operating loss carryforwards of $29.1 million for U.S. federal tax purposes and $22.5 million for state tax purposes. These loss carryforwards expire between 2007 and 2026. To the extent available, we intend to use these net operating loss carryforwards to reduce the corporate income tax liability associated with our operations. Section 382 of the Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. This offering may result in, and prior financings may have resulted in, ownership changes that could limit our ability to utilize net operating loss carryforwards. To the extent our use of net operating loss carryforwards is significantly limited, our income could be subject to corporate income tax earlier than it would if we were able to use net operating loss carryforwards, which could have a negative effect on our financial results.

Our quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

•   our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

•   changes in our pricing policies;

•   our ability to expand our business;

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•   the effectiveness of our personnel;

•   new product and service introductions;

•   technical difficulties or interruptions in our services;

•   general economic conditions;

•   the timing of additional investments in our hardware and software systems;

•   regulatory compliance costs;

•   costs associated with future acquisitions of technologies and businesses; and

•   extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our common stock.

We have historically relied on outside financing and cash from operations to fund our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to:

•   fund our operations;

•   respond to competitive pressures;

•   take advantage of strategic opportunities, including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses; and

•   develop new products or enhancements to existing products.

We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock, including shares of common stock sold in this offering. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

We may engage in future acquisitions that could disrupt our business, dilute stockholder value and harm our business, operating results or financial condition.

Although we currently do not have any acquisitions pending or planned, we have, from time to time, evaluated acquisition opportunities and may pursue acquisition opportunities in the future. We have not made any acquisitions to date and, therefore, our ability as an organization to make and integrate acquisitions is unproven. Moreover, acquisitions involve numerous risks, including:

•   an inability to locate a suitable acquisition candidate or technology or acquire a desirable candidate or technology on favorable terms, if at all;

•   difficulties in integrating personnel and operations from the acquired business or acquired technology with our existing technology and solutions and in retaining and motivating key personnel from the business;

•   disruptions in our ongoing operations and the diversion of our management’s attention from their day-to-day responsibilities associated with operating our business;

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•   increases in our expenses that adversely impact our business, operating results and financial condition;

•   potential write-offs of acquired assets and increased amortization expense related to identifiable assets acquired; and

•   potentially dilutive issuances of equity securities or the incurrence of debt.

If we do complete an acquisition, we may not ultimately strengthen our competitive position or achieve our goals, or such an acquisition may be viewed negatively by our customers, stockholders or the financial markets.

RISKS RELATED TO THIS OFFERING AND OWNERSHIP OF OUR COMMON STOCK

As a new investor, you will experience substantial dilution as a result of this offering and future equity issuances.

The initial public offering price per share is substantially higher than the pro forma net tangible book value per share of our common stock outstanding prior to this offering. As a result, investors purchasing common stock in this offering will experience immediate substantial dilution of $      per share. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of common stock. In addition, we have issued options to acquire common stock at prices significantly below the initial public offering price. To the extent outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their over-allotment option or if we issue additional equity securities, you will experience additional dilution.

Insiders will continue to have substantial control over us after this offering and will be able to influence corporate matters.

Upon completion of this offering, our directors and executive officers and their affiliates will beneficially own, in the aggregate, approximately     % of our outstanding common stock, assuming no exercise of the underwriters’ over-allotment option, compared to     % represented by the shares sold in this offering, assuming no exercise of the underwriters’ over-allotment option. As a result, these stockholders will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. For information regarding the beneficial ownership of our outstanding stock by our directors and executive officers, see “Principal and Selling Stockholders.”

Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

Although we have not allocated the net proceeds we will receive from this offering for any specific purposes other than the repayment of certain debt, we expect to use our net proceeds for general corporate purposes, including capital expenditures, which may in the future include investments in, or acquisitions of, complementary businesses, services or technologies. Our management will have broad discretion concerning how we use our net proceeds from this offering, and you will not have the opportunity to influence our decisions on how to use our net proceeds from this offering. You will be relying on the judgment of our management regarding the application of these proceeds, and our management may not apply our net proceeds of this offering in ways that increase the value of your investment.

We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We do not expect to pay cash dividends on our common stock, including the common stock issued in this offering. Any future dividend payments are within the absolute discretion of our board of directors and will

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depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock. See “Dividend Policy.”

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

The market price of our common stock may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.

Prior to this offering there has been no public market for shares of our common stock, and an active public market for these shares may not develop or be sustained after this offering. The initial public offering price for our common stock will be determined through negotiations with the representatives of the underwriters. This price will not necessarily reflect the price at which investors in the market will be willing to buy and sell our shares following this offering. In addition, the trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

•   fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•   changes in estimates of our financial results or recommendations by securities analysts;

•   failure of any of our solutions to achieve or maintain market acceptance;

•   changes in market valuations of similar companies;

•   success of competitive products;

•   changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

•   announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;

•   regulatory developments in the United States, foreign countries or both;

•   litigation involving our company, our general industry or both;

•   additions or departures of key personnel;

•   investors’ general perception of us; and

•   changes in general economic, industry and market conditions.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to

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fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders sell, or indicate their intention to sell, substantial amounts of our common stock in the public market after certain contractual lock-up agreements (as described below) expire, and other restrictions on resale lapse, the trading price of our common stock could decline below the initial public offering price. Based on shares outstanding as of          , 2007, upon completion of this offering, we will have outstanding           shares of common stock. Of these shares,           shares of common stock will be subject to a 180-day contractual lock-up with the underwriters. CIBC World Markets Corp. and Thomas Weisel Partners LLC, acting as representatives of the underwriters, may permit our officers, directors and other stockholders who are subject to the contractual lock-up to sell shares prior to the expiration of the lock-up agreements.

If we announce earnings results or other material news or a material event occurs during the last 17 days of the 180-day contractual lock-up period, or if prior to the expiration of the lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the lock-up period, the 180-day lock-up period will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or event.

In addition, there will also be           shares of common stock subject to a 90-day contractual lock-up with us. We may release these shares from these restrictions at our discretion without the prior written consent of CIBC World Markets Corp. and Thomas Weisel Partners LLC.

After each of the lock-up agreements pertaining to this offering expire 180 days from the date of this prospectus, or such longer period described above, up to an additional           shares will be eligible for sale in the public market,           of which are held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act and, in certain cases, various vesting agreements. In addition, after this offering, we intend to register approximately           shares of our common stock that we have issued or may issue under our equity incentive plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to lock-up agreements, applicable vesting schedules and, for directors, executive officers, and other affiliates, volume limitations under Rule 144. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

Some of our existing stockholders have demand and incidental registration rights to require us to register with the SEC up to           shares of our common stock. If we register these shares of common stock, the stockholders would be able to sell those shares freely in the public market.

See “Shares Eligible for Future Sale” for a discussion of the lock-up agreements and other transfer restrictions.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change of control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and second amended and restated bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our restated

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certificate of incorporation and second amended and restated bylaws, which will be in effect upon the closing of this offering:

•   authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;

•   establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

•   require that directors only be removed from office for cause and only upon a supermajority stockholder vote;

•   provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

•   limit who may call special meetings of stockholders;

•   prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; and

•   require supermajority stockholder voting to effect certain amendments to our restated certificate of incorporation and second amended and restated bylaws.

For more information regarding these and other provisions, see “Description of Capital Stock—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation.”

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Forward-Looking Statements

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:

•   our ability to attract and retain customers;

•   our financial performance;

•   the advantages of our solutions as compared to those of others;

•   our ability to retain and hire necessary employees and appropriately staff our operations;

•   regulatory developments;

•   our intellectual property; and

•   our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly in the “Risk Factors” section, that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Use of Proceeds

We estimate that the net proceeds from the sale of the shares of common stock we are offering will be approximately $      million. “Net proceeds” is what we expect to receive after paying the underwriting discount and other expenses of the offering. For the purpose of estimating net proceeds, we are assuming that the public offering price will be $      per share. A $1.00 increase (decrease) in the assumed initial public offering price of $      would increase (decrease) the net proceeds to us from this offering by $      million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same. We will not receive any proceeds from the sale of shares by the selling stockholders.

We intend to use our net proceeds from this offering for general corporate purposes, including financing our growth, developing new products, acquiring new customers, funding capital expenditures, and potentially acquisitions and investments. We also intend to use a portion of our net proceeds to repay outstanding debt under our term loan facility with Silicon Valley Bank. Under the terms of the facility, each advance we draw under the facility bears interest at the prime rate plus 2% but may be decreased to the prime rate plus 1.5% upon the occurrence of certain profitability events. Each advance is payable in monthly installments over three years from the date of the advance. The advances may be prepaid in whole or in part at any time without penalty. At March 31, 2007, the interest rate was 10.25% and we had $565,000 outstanding under the term loan facility.

In addition, the other principal purposes for this offering are to:

•   create a public market for our common stock;

•   facilitate our future access to the public capital markets;

•   increase our visibility in our markets;

•   provide liquidity for our existing stockholders;

•   improve the effectiveness of our equity compensation plans in attracting and retaining key employees; and

•   enhance our ability to acquire other businesses, products or technologies.

We have not yet determined with any certainty the manner in which we will allocate our net proceeds. Management will retain broad discretion in the allocation and use of our net proceeds from this offering. The amounts and timing of these expenditures will vary depending on a number of factors, including the amount of cash generated by our operations, competitive and technological developments, and the rate of growth, if any, of our business. For example, if we were to expand our operations more rapidly than anticipated by our current plans, a greater portion of our proceeds would likely be used for the construction and expansion of facilities, working capital and other capital expenditures. Alternatively, if we were to engage in an acquisition that contained a significant cash component, some or all of our proceeds might be used for that purpose.

Although we may use a portion of our proceeds for the acquisition of, or investment in, businesses, technologies, products or assets that complement our business, we have no present understandings, commitments or agreements to enter into any acquisitions or make any investments.

Pending specific utilization of our net proceeds as described above, we intend to invest our net proceeds of the offering in short-term investment grade and U.S. government securities.

Dividend Policy

We have never paid or declared any cash dividends on our common stock. We currently intend to retain earnings, if any, to finance the growth and development of our business, and we do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, and other factors our board of directors deems relevant.

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Capitalization

The following table sets forth our capitalization as of March 31, 2007:

•   on an actual basis;

•   on a pro forma basis to give effect to (i) the automatic conversion of all of our outstanding redeemable convertible preferred stock upon the closing of this offering; and (ii) the assumed expiration of the redeemable convertible preferred stock warrant resulting in a reversal of other expense of $1,048,000 related to previous adjustments to its fair value; and

•   on a pro forma as adjusted basis to give effect to the issuance and sale by us of           shares of common stock at an initial offering price of $      per share, the mid-point of the estimated price range shown on the cover page of this prospectus, after deducting the estimated underwriting discount and offering expenses payable by us, and the payment by us of $565,000 to repay our outstanding indebtedness as described under “Use of Proceeds.”

You should read the following table together with our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

	As of March 31, 2007
							Pro Forma as
	Actual			Pro Forma			Adjusted
	(in thousands, except share data)
				(unaudited)
Redeemable convertible preferred stock warrant	$	1,048		$	–		$
Notes payable		565			565
Redeemable convertible preferred stock		35,575			–
Stockholders’ equity (deficit):
Common stock; $0.01 par value; 20,000,000 shares authorized and 2,908,323 shares issued and outstanding, actual;           shares authorized and 16,199,645 shares issued and outstanding, pro forma;           shares authorized and           shares issued and outstanding, pro forma as adjusted		30			162
Additional paid-in capital		5,684			41,127
Accumulated deficit		(37,183	)		(36,135	)
Total stockholders’ equity (deficit)		(31,469	)		5,154
Total capitalization	$	5,719		$	5,719		$

The table above does not include:

•   97,096 shares of common stock issuable upon the exercise of warrants outstanding as of March 31, 2007 at a weighted average exercise price of $1.61 per share;

•   1,286,401 shares of common stock issuable upon the exercise of stock options outstanding as of March 31, 2007 at a weighted average exercise price of $2.68 per share, of which options to purchase 309,636 shares were exercisable as of March 31, 2007 at a weighted average exercise price of $3.08 per share; and

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•   787,823 shares of common stock available for future issuance under our equity compensation plans as of March 31, 2007.

A $1.00 increase (decrease) in the assumed initial public offering price of $           would increase (decrease) each of additional paid-in capital and total stockholders’ equity in the pro forma as adjusted column by $      million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discount and offering expenses payable by us.

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Dilution

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share you will pay in this offering and the pro forma as adjusted net tangible book value per share of our common stock after this offering.

Our net tangible book value on March 31, 2007 was $          , or $      per share. “Net tangible book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share” is net tangible book value divided by the total number of shares outstanding.

After giving effect to adjustments relating to this offering, our pro forma net tangible book value on March 31, 2007 would have been $          , or $      per share. The adjustments made to determine pro forma net tangible book value per share are the following:

•   an increase in total assets to reflect our net proceeds of the offering as described under “Use of Proceeds” (assuming that the initial public offering price will be $      per share);

•   the conversion of all of our outstanding redeemable convertible preferred stock;

•   the assumed expiration of the redeemable convertible preferred stock warrant; and

•   the addition of the number of shares offered by us pursuant to this prospectus to the number of shares outstanding.

The initial public offering price per share will significantly exceed the net tangible book value per share. Accordingly, new investors who purchase shares of common stock in this offering will suffer an immediate dilution of their investment of $      per share. The following table illustrates the pro forma increase in net tangible book value of $      per share and the dilution (the difference between the initial public offering price per share and net tangible book value per share) to new investors:

Assumed initial public offering price per share		$
Net tangible book value per share as of March 31, 2007	$
Increase in net tangible book value per share attributable to the offering
Pro forma net tangible book value per share after giving effect to the offering
Dilution per share to new investors in the offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the pro forma net tangible book value by $      million, the pro forma net tangible book value per share after this offering by $      per share and the dilution in pro forma net tangible book value per share to investors in this offering by $      per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount and offering expenses payable by us.

If any shares are issued in connection with outstanding options or warrants, you will experience further dilution.

The following table summarizes, on a pro forma basis as of March 31, 2007, giving effect to the conversion of all outstanding redeemable convertible preferred stock into shares of common stock, the differences between the number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors purchasing shares of common stock in this offering. The calculation below is based on an assumed initial public offering price of $      per share, the

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mid-point of the estimated price range shown on the cover of this prospectus, before the deduction of the estimated underwriting discount and offering expenses payable by us:

	Shares Purchased				Total Consideration				Average Price
	Number	Percent			Amount	Percent			Per Share
Existing stockholders				%	$			%	$
New investors
Total			100.0	%		$	100.0	%

The tables above assume no exercise of warrants or options to purchase shares of common stock outstanding as of March 31, 2007. At March 31, 2007, there were 1,383,497 shares of common stock issuable upon exercise of outstanding warrants and options with a weighted average exercise price of $2.61 per share. The tables above also exclude 787,823 shares of common stock available for future issuance under our option plans at March 31, 2007.

In addition, the tables above assume no exercise of the warrant to purchase 120,000 shares of redeemable convertible preferred stock with an exercise price of $0.50 per share, which preferred stock is convertible into common stock.

If the underwriters exercise their over-allotment option in full, the number of shares held by new investors will increase to          , or     % of the total number of shares of common stock outstanding after this offering.

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Selected Financial Data

The selected statement of operations data for the year ended December 31, 2006 and the balance sheet data as of December 31, 2006 have been derived from our audited financial statements, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and are included elsewhere in this prospectus. The selected statements of operations data for each of the years ended December 31, 2004 and 2005, and the balance sheet data as of December 31, 2005 have been derived from our audited financial statements, which have been audited by Vitale, Caturano & Company Ltd., an independent registered public accounting firm, and are included elsewhere in this prospectus. The selected statements of operations data for each of the years ended December 31, 2002 and 2003 and the balance sheet data as of December 31, 2002, 2003 and 2004 have been derived from our audited financial statements, which have been audited by Vitale, Caturano & Company, Ltd., an independent registered public accounting firm, and are not included in this prospectus. The selected statements of operations data for the three months ended March 31, 2006 and 2007 and the balance sheet data as of March 31, 2007 have been derived from our unaudited financial statements and related notes, which are included in this prospectus. These unaudited financial statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments) that management considers necessary for the fair statement of the financial information set forth in those statements. The selected financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. The historical results are not necessarily indicative of the results to be expected in any future period and the results for the three months ended March 31, 2007 should not be considered indicative of results expected for the full year.

																Three Months
	Year Ended December 31,															Ended March 31,
	2002			2003			2004			2005			2006			2006			2007
	(in thousands, except per share and customer data)
Statements of Operations Data:
Revenue	$	1,934		$	4,465		$	8,071		$	14,658		$	27,552		$	5,429		$	9,713
Cost of revenue(1)		1,633			1,899			2,211			3,747			7,801			1,543			2,731
Gross profit		301			2,566			5,860			10,911			19,751			3,886			6,982
Operating expenses:(1)
Research and development		1,694			1,653			2,140			3,355			6,172			1,363			2,169
Sales and marketing		1,815			2,549			3,385			7,460			18,592			2,837			6,121
General and administrative		601			640			856			1,326			2,623			493			1,082
Total operating expenses		4,110			4,842			6,381			12,141			27,387			4,693			9,372
Loss from operations		(3,809	)		(2,276	)		(521	)		(1,230	)		(7,636	)		(807	)		(2,390	)
Interest and other income (expense), net		(43	)		(39	)		(34	)		(24	)		(203	)		(150	)		(291	)
Net loss		(3,852	)		(2,315	)		(555	)		(1,254	)		(7,839	)		(957	)		(2,681	)
Accretion of redeemable convertible preferred stock		(220	)		(2,471	)		(3,701	)		(5,743	)		(3,788	)		(2,136	)		(253	)
Net loss attributable to common stockholders	$	(4,072	)	$	(4,786	)	$	(4,256	)	$	(6,997	)	$	(11,627	)	$	(3,093	)	$	(2,934	)
Net loss attributable to common stockholders per share:
Basic and diluted	$	(43.44	)	$	(7.48	)	$	(5.68	)	$	(3.23	)	$	(4.40	)	$	(1.22	)	$	(1.02	)
Weighted average shares outstanding used in computing per share amounts:
Basic and diluted		94			640			749			2,164			2,645			2,527			2,869

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											Three Months
	Year Ended December 31,										Ended March 31,
	2002		2003		2004		2005		2006		2006		2007
Other Operating Data:
End of period number of customers(2)		6,934		14,431		25,229		47,730		89,323		57,195		104,265

(1) Amounts include stock-based compensation expense, as follows:

											Three Months
	Year Ended December 31,										Ended March 31,
	2002		2003		2004		2005		2006		2006		2007
	(in thousands)
Cost of revenue	$	–	$	–	$	–	$	–	$	25	$	2	$	15
Research and development		–		–		–		–		27		1		21
Sales and marketing		7		6		6		–		19		1		11
General and administrative		22		17		17		17		12		1		36
	$	29	$	23	$	23	$	17	$	83	$	5	$	83

(2) We define our end of period number of customers as email marketing customers that we billed directly during the last month of the period.

																As of
	As of December 31,															March 31,
	2002			2003			2004			2005			2006			2007
	(in thousands)
Balance Sheet Data:
Cash, cash equivalents and short-term marketable securities	$	3,482		$	2,114		$	2,115		$	2,784		$	12,790		$	9,802
Total assets		4,677			3,236			3,222			5,545			18,481			16,326
Deferred revenue		254			615			1,270			2,827			5,476			6,833
Redeemable convertible preferred stock warrant		–			–			–			–			628			1,048
Notes payable and capital lease obligation		544			612			844			1,326			702			565
Redeemable convertible preferred stock		4,742			7,213			10,914			16,657			35,322			35,575
Total stockholders’ deficit		(1,366	)		(6,129	)		(10,287	)		(17,237	)		(28,629	)		(31,469	)

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Constant Contact is the leading provider of on-demand email marketing solutions for small organizations, including small businesses, associations and non-profits. Our customers use our solution to effectively and efficiently create, send and track professional and affordable permission-based email marketing campaigns. Our customers use these campaigns to build stronger relationships with their customers, clients and members, increase sales and expand membership. Our email marketing solution incorporates a wide range of customizable templates to assist in campaign creation, user-friendly tools to import and manage contact lists and intuitive reporting to track campaign effectiveness. In June 2007, we introduced an online survey solution that complements our email marketing solution and enables small organizations to easily create and send surveys and effectively analyze responses. We provide our customers with a high level of support delivered via phone, chat, email and our website.

We provide our solutions on an on-demand basis through a standard web browser. This model enables us to deploy and maintain a secure and scalable application that is easy for our customers to implement at compelling prices. Our email marketing customers pay a monthly subscription fee that generally ranges between $15 per month and $150 per month based on the size of the customers’ contact lists and, in some cases, volume of mailings. Our survey solution is similarly priced. During the first quarter of 2007, our average monthly revenue per email marketing customer exceeded $32. We believe that the simplicity of on-demand deployment combined with our affordable subscription fees and functionality facilitate adoption of our solutions by our target customers while generating significant recurring revenue. From January 2005 through June 2007, at least 97.4% of our customers in a given month have continued to utilize our email marketing solution in the following month.

Our success is principally driven by our ability to grow our customer base. Our email marketing customer base has steadily increased from approximately 25,000 at the end of 2004 to over 120,000 as of June 30, 2007. We measure our customer base as the number of email marketing customers that we bill directly in the last month of a period. These customers include all types of small organizations including retailers, restaurants, day spas, law firms, consultants, non-profits, religious organizations, alumni associations and other small businesses and organizations. We add these customers through a variety of paid and unpaid sources. Our paid sources include online marketing through search engines, advertising networks and other sites; offline marketing through radio advertising, local seminars and other marketing efforts; and relationships with over 1,700 active channel partners. Our unpaid sources of customer acquisition include referrals from our growing customer base, general brand awareness and the inclusion of a link to our website in the footer of more than 500 million emails currently sent by our customers each month. In 2006, our cost of customer acquisition, which we define as our total sales and marketing expense divided by the gross number of email marketing customers added in this period, was approximately $300 per email marketing customer, implying payback on a revenue basis in less than a year.

We were incorporated in Massachusetts in August 1995 under the name Roving Software Incorporated. We reincorporated in Delaware in July 2000 and changed our name to Constant Contact, Inc. in December 2006. Our on-demand solution was first offered commercially in 2000. In 2006, our revenue was $27.6 million and

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our net loss was $7.8 million and, in the quarter ended March 31, 2007, our revenue was $9.7 million and our net loss was $2.7 million.

Sources of Revenue

We derive our revenue principally from subscription fees from our email marketing customers. Our revenue is driven primarily by the number of paying customers and the subscription fees for our solutions and is not concentrated within any one customer or group of customers. In the first quarter of 2007, our top 50 email marketing customers accounted for approximately 1% of our gross email marketing revenue. Customers prepay for subscriptions on a monthly, semi-annual, or annual basis by providing a credit card or check for payment. Fees are collected in advance of the subscription service period and recorded initially as deferred revenue. Revenue is then recognized on a daily basis over the prepaid subscription period.

We also generate a small amount of revenue from professional services which primarily consist of the creation of customized templates for our customers. Revenue generated from professional services accounted for less than 3% of gross revenue for each of the years ended December 31, 2004, 2005 and 2006 and the quarters ended March 31, 2006 and 2007.

Cost of Revenue and Operating Expenses

We allocate certain overhead expenses, such as rent, utilities, office supplies and depreciation of general office assets to cost of revenue and operating expense categories based on headcount. As a result, an overhead expense allocation is reflected in cost of revenue and each operating expense category.

Cost of Revenue. Cost of revenue consists primarily of wages and benefits for software operations and customer support personnel, credit card processing fees, and depreciation, maintenance and hosting of our software application underlying our solution offering. We allocate a portion of customer support costs relating to assisting trial customers to sales and marketing expense.

The expenses related to our hosted software applications are affected by the number of customers who subscribe to our solutions and the complexity and redundancy of our software applications and hosting infrastructure. We expect these expenses to increase in absolute dollars as we continue to increase our number of customers over time.

Research and Development. Research and development expenses consist primarily of wages and benefits for product strategy and development personnel. We have focused our research and development efforts on both improving ease of use and functionality of our existing solutions as well as developing new offerings. We primarily expense research and development costs. The small percentage of direct development costs related to software enhancements which add functionality are capitalized and depreciated as a component of cost of revenue. We expect that research and development expenses will increase in absolute dollars but decrease as a percentage of revenue as we continue to enhance and expand our solutions.

Sales and Marketing. Sales and marketing expenses consist primarily of advertising and promotional costs, wages and benefits for sales and marketing personnel, partner referral fees, and the portion of customer support costs that relate to assisting trial customers. Advertising costs consist primarily of pay-per-click payments to search engines, other online and offline advertising media, including radio and print advertisements, as well as the costs to create and produce these advertisements. Advertising costs are expensed as incurred. Promotional costs consist primarily of public relations, memberships, and event costs. Our advertising and promotional expenditures have historically been highest in the fourth quarter of each year as this reflects a period of increased sales and marketing activity for many small organizations. In order to continue to grow our business and brand and category awareness, we expect that we will continue to commit substantial resources to our sales and marketing efforts. As a result, we expect that sales and marketing expense will increase in absolute dollars but decrease as a percentage of revenue as we continue to grow.

General and Administrative. General and administrative expenses consist primarily of wages and benefits for administrative, human resources, internal information technology support, finance and accounting personnel,

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professional fees, other taxes and other corporate expenses. We expect that general and administrative expenses will increase as we continue to add personnel in connection with the growth of our business. In addition, we anticipate that we will also incur additional personnel expense, professional service fees, including auditing and legal, and insurance costs related to operating as a public company. Therefore, we expect that our general and administrative expenses, in total, will increase in both absolute dollars and as a percentage of revenue as we continue to grow and operate as a public company.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions. See Note 2 to our financial statements included elsewhere in this prospectus for information about these critical accounting policies, as well as a description of our other significant accounting policies.

Revenue Recognition. We provide access to our solutions through subscription arrangements whereby a customer is charged a fee to access our solutions. Subscription arrangements include use of our software and access to our customer and support services, such as telephone support. We follow the guidance of the SEC Staff Accounting Bulletin, or SAB, No. 104, Revenue Recognition in Financial Statements, and Emerging Issues Task Force, or EITF, Issue No. 00-03, Application of AICPA Statement of Position 97-2 to Arrangements that Include the Right to Use Software Stored on Another Entity’s Hardware, which applies when customers do not have the right to take possession of the software and use it on another entity’s hardware. When there is evidence of an arrangement, the fee is fixed or determinable and collectibility is deemed probable, we recognize revenue on a daily basis over the subscription period as the services are delivered.

We also offer professional services to our customers primarily for the design of custom email templates and training. Professional services revenue is accounted for separately from subscription revenue based on the guidance of EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, as those services have value on a standalone basis and do not involve a significant degree of risk or unique acceptance criteria and as the fair value of our subscription services is evidenced by their availability on a standalone basis. Professional services revenue is recognized as the services are performed.

Income Taxes. Income taxes are provided for tax effects of transactions reported in the financial statements and consist of income taxes currently due plus deferred income taxes related to timing differences between the basis of certain assets and liabilities for financial statements and income tax reporting. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance for the net deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Software and Website Development Costs. We follow the guidance of the American Institute of Certified Public Accountants Statement of Position No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, in accounting for the development costs of our on-demand solutions and website development costs whereby costs to develop functionality are capitalized. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Costs associated with the development of internal use software capitalized during the year ended December 31, 2006 and the quarter ended March 31, 2007 were $516,000 and $149,000, respectively. Development costs eligible for capitalization for the years ended December 31, 2005 and 2004 were not material.

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Redeemable Convertible Preferred Stock Warrant. We account for freestanding warrants and other similar instruments related to shares that are redeemable in accordance with Statement of Financial Accounting Standards, or SFAS, No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. Under SFAS No. 150, the freestanding warrant that is related to our redeemable convertible preferred stock is classified as a liability on the balance sheet. The warrant is subject to re-measurement at each balance sheet date and any change in fair value (as determined using the Black-Scholes option-pricing model) is recognized as a component of other income (expense), net. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.

Stock-Based Compensation. Effective January 1, 2006, we adopted SFAS No. 123R, or SFAS 123R, Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and related interpretations. SFAS 123R supersedes Accounting Principles Board, or APB, Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. SFAS 123R requires all share-based compensation to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable service period. We adopted this statement using the “Prospective” transition method which does not result in restatement of our previously issued financial statements and requires only new awards or awards that are modified, repurchased or canceled after the effective date to be accounted for under the provisions of SFAS 123R. Prior to January 1, 2006, we accounted for stock-based compensation arrangements according to the provisions of APB 25 and related interpretations. Pursuant to the income tax provisions included in SFAS 123R, we have elected the “short cut method” of computing the hypothetical pool of additional paid-in capital that is available to absorb future tax benefit shortfalls.

Determining the appropriate fair value model and calculating the fair value of stock-based payment awards require the use of highly subjective assumptions, including the expected life of the stock-based payment awards and stock price volatility. During 2006, we used the Black-Scholes option-pricing model to value our option grants and determine the related compensation expense. The assumptions used in calculating the fair value were a weighted average risk free interest rate of 4.82%, expected term of 6.1 years, expected volatility of 64.9% and no expected dividends. These assumptions represent management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation could be materially different in the future.

We have historically been a private company and lack company-specific historical and implied volatility information. Therefore, we estimate our expected volatility based on the historical volatility of our publicly traded peer companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our traded stock price. The expected term of options has been determined utilizing the “simplified” method as prescribed by SAB No. 107, Share-Based Payment. The risk-free interest rate used for each grant is based on a U.S. Treasury instrument with a term similar to the expected term of the option. SFAS 123R requires that we recognize compensation expense for only the portion of options that are expected to vest. We have estimated expected forfeitures of stock options with the adoption of SFAS 123R to be zero. In developing a forfeiture rate estimate, we have considered our historical experience and determined our forfeitures to be de minimis. If there are forfeitures of unvested options, additional adjustments to compensation expense may be required in future periods.

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The following table summarizes by grant date the number of shares subject to options granted between January 1, 2004 and March 31, 2007, the per share exercise price of the options and the per share estimated fair value of the options:

	Number of Shares		Per Share		Per Share
	Subject to Options		Exercise Price		Estimated Fair
Grant Date	Granted		of Option(1)		Value of Option(2)
Year ended December 31, 2004		156,750	$	0.05	$	0.02
Year ended December 31, 2005		566,995	$	0.08	$	0.03
Three months ended March 31, 2006		177,500	$	1.42	$	0.91
Three months ended June 30, 2006		69,375	$	3.77	$	2.42
Three months ended September 30, 2006		116,880	$	3.48	$	2.21
Three months ended December 31, 2006		212,625	$	3.96	$	2.52
January 18, 2007		30,000	$	3.96	$	2.52
March 2, 2007		129,250	$	5.36	$	3.41

(1)

The Per Share Exercise Price of Option represents the determination by our board of directors of the fair market value of our common stock on the date of grant, as determined taking into account our most recently available valuation of common stock.

(2)

As described above, the Per Share Estimated Fair Value of Option was estimated for the date of grant using the Black-Scholes option-pricing model. This model estimates the fair value by applying a series of factors including the exercise price of the option, a risk free interest rate, the expected term of the option, expected share price volatility of the underlying common stock and expected dividends on the underlying common stock. Additional information regarding our valuation of common stock and option awards is set forth in Note 6 to our financial statements included elsewhere in this prospectus.

We have historically granted stock options at exercise prices equivalent to the fair value of our common stock as of the date of grant, as determined taking into account our most recently available valuation of common stock. Prior to 2006, our board of directors had estimated the fair value of our common stock on an annual basis, with input from management, as of the date of grant. Because there has been no public market for our common stock, our board of directors determined the fair value of our common stock by considering a number of objective and subjective factors, including peer group trading multiples, the amount of preferred stock liquidation preferences, the illiquid nature of our common stock and our size and lack of historical profitability. We believe our estimates of the fair value of our common stock were reasonable.

Commencing in 2006, we moved to quarterly contemporaneous common stock valuations so that the fair value of our common stock would reflect the impact of our progressive quarterly revenue growth. In the first quarter of 2006, our board of directors determined the fair value of our common stock by using the “guideline public company” method. The valuation considered numerous factors, including peer group trading multiples, the amount of preferred stock liquidation preferences, the illiquid nature of our common stock, our small size, our lack of historical profitability, our short-term cash requirements and the redemption rights of our redeemable convertible preferred stockholders. The companies used for comparison under the guideline public company method were selected based on a number of factors, including but not limited to, the similarity of their industry, business models and financial risk to those of ours.

Beginning in the second quarter of 2006, we obtained additional support for our estimate of fair value of our common stock by obtaining contemporaneous valuations by an independent valuation specialist which incorporated a “probability-weighted expected return” method. Under this methodology, the fair market value of our common stock is estimated based upon an analysis of future values assuming various outcomes. The share value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available to us as well as the rights of each share class. The possible outcomes considered were a sale of the company, an initial public offering, a dissolution and continued operation as a private company.

The private company scenario and sale scenario analyses utilized averages of the guideline public company method and the discounted future cash flow method. We estimated our enterprise value under the guideline public company method by comparing our company to publicly traded companies in our industry group. The companies used for comparison under the guideline public company method were selected based on a number

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of factors, including but not limited to, the similarity of their industry, business model, and financial risk to those of ours. We also estimated our enterprise value under the discounted future cash flow method, which involves applying appropriate discount rates to estimated cash flows that are based on forecasts of revenue, costs and capital requirements. Our assumptions underlying the estimates were consistent with the plans and estimates that we use to manage the business. The risks associated with achieving our forecasts were assessed in selecting the appropriate discount rates.

The initial public offering scenario analyses utilized the guideline public company method. We estimated our enterprise value under the guideline public company method by comparing our company to publicly traded companies in our industry group. The companies used for comparison under the guideline public company method were selected based on a number of factors, including, but not limited to, the similarity of their industry, business model, and financial risk to those of ours.

The dissolution scenario analyses assumed that our common stock had no value.

Finally, the present values calculated for our common stock under each scenario were weighted based on our management’s estimates of the probability of each scenario occurring. The resulting values represented the estimated fair market value of our common stock at each valuation date.

As discussed more fully in Note 6 to the financial statements included elsewhere in this prospectus, we granted stock options with a weighted average exercise price of $3.06 per share during 2006 and a weighted average exercise price of $5.10 for the three months ended March 31, 2007. We determined that the fair value of our common stock increased from $1.42 per share in the first quarter of 2006 to $8.96 on April 1, 2007. The following discussion describes the reasons for the difference between the fair value of our common stock during this period and an estimated mid-point of the price range set forth on the front cover of this prospectus of $      per share.

During the quarter ended March 31, 2006, we continued to operate our business in the ordinary course. We experienced increases in our number of customers and subscription revenue as well as increases in our operating expenses in support of growing the business, primarily due to increased marketing expenditures and the hiring of additional personnel. We also commenced development of a second product offering. Our business continued to operate at a loss. During this quarter we had no plans for an initial public offering in the near term because we did not believe that an initial public offering would be beneficial for a company of our small size. In May 2006, we calculated the fair value of our common stock as the per share value of each of the four scenarios multiplied by the estimated probabilities of each of the four scenarios. Based on this calculation the fair value of our common stock increased from $1.42 to $3.77 per share as of April 1, 2006.

During the quarters ended June 30, 2006 and September 30, 2006, we continued to operate our business in the ordinary course. Although we continued to experience increases in our number of customers and subscription revenue, we also increased our operating expenses in support of growing the business, primarily through increased marketing expenditures and by hiring additional personnel. We continued to focus research and development efforts on developing a second product offering and our business continued to operate at a loss. We raised additional capital with a $14.9 million placement of Series C redeemable convertible preferred stock to existing and new investors at a per share price of $5.95. We continued to believe that our small size, combined with our operating losses, did not put us in a position to complete an initial public offering in the near term. However, based on the successful placement of our preferred stock and our continued month over month revenue growth, we believed that the probability of an initial public offering increased and adjusted the scenario probabilities accordingly. Based on this calculation we determined in September 2006 that the fair value of our common stock decreased from $3.77 to $3.48 per share as of July 1, 2006 and we determined in November 2006 that the fair value of our common stock increased to $3.96 as of October 1, 2006.

During the quarter ended December 31, 2006, we continued to operate our business in the ordinary course. Both our customer and subscription revenue continued to grow while we continued to operate at a loss primarily due to increases in operating expenses to support the business and fund new marketing programs. We continued to expend resources on developing our second product. While reviewing our performance we determined that we may be approaching the size that would permit us to successfully launch an initial public

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offering. As a result, management and our board of directors began to consider the possibility of a potential initial public offering, although there were not yet discussions with any third parties regarding an offering. In calculating the fair value of our common stock we adjusted the scenario probabilities accordingly. In February 2007, based on this calculation the fair value of our common stock increased to $5.36 as of January 1, 2007 from $3.96 as of October 1, 2006.

During the quarter ended March 31, 2007, we initiated discussions with investment banks about a possible initial public offering. Again we adjusted the scenario probabilities accordingly. In May 2007, based on this calculation, we determined the fair value of our common stock to be $8.96 as of April 1, 2007.

Since April 1, 2007, we have engaged investment bankers, lawyers and accountants to start the process of an initial public offering and held our initial organizational meeting as well as launched the initial release of our survey solution.

Results of Operations

The following table sets forth selected statements of operations data for each of the periods indicated as a percentage of total revenue.

	Year Ended									Three Months Ended
	December 31,									March 31,
	2004			2005			2006			2006			2007
Revenue		100	%		100	%		100	%		100	%		100	%
Cost of revenue		27			26			28			28			28
Gross profit		73			74			72			72			72
Operating expenses:
Research and development		27			23			22			25			23
Sales and marketing		42			51			67			53			63
General and administrative		11			9			10			9			11
Total operating expenses		80			83			99			87			97
Loss from operations		(7	)		(9	)		(27	)		(15	)		(25	)
Interest and other income (expense), net		(0	)		(0	)		(1	)		(3	)		(3	)
Net loss		(7	)%		(9	)%		(28	)%		(18	)%		(28	)%

Comparison of Three Months Ended March 31, 2007 and 2006

Revenue. Revenue for the quarter ended March 31, 2007 was $9.7 million, an increase of $4.3 million, or 79%, over revenue of $5.4 million for the quarter ended March 31, 2006. The increase in revenue resulted primarily from an 84% increase in the number of average monthly email marketing customers offset by a slight decrease in average revenue per customer.

Cost of Revenue. Cost of revenue for the quarter ended March 31, 2007 was $2.7 million, an increase of $1.2 million, or 77%, over cost of revenue of $1.5 million for the quarter ended March 31, 2006. As a percentage of revenue, cost of revenue was 28% for the quarters ended March 31, 2007 and 2006. The increase in absolute dollars primarily resulted from an 84% increase in the number of average monthly email marketing customers which resulted in increased hosting and operations expense and customer support costs. Of the increase in cost of revenue, $580,000 resulted from increased personnel costs attributable to additional employees in our customer support and operations groups to support customer growth and to increase the quality and range of support options available to customers. Additionally, $285,000 resulted from increased depreciation, hosting and maintenance costs as we scaled and added capacity to our hosting infrastructure, and $185,000 related to increased credit card fees due to a higher volume of billing transactions.

Research and Development Expenses. Research and development expenses for the quarter ended March 31, 2007 were $2.2 million, an increase of $806,000, or 59%, over research and development expenses of

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$1.4 million for the quarter ended March 31, 2006. The increase was primarily due to additional personnel related costs of $606,000 as we increased the number of research and development employees to further enhance our solution.

Sales and Marketing Expenses. Sales and marketing expenses for the quarter ended March 31, 2007 were $6.1 million, an increase of $3.3 million, or 116%, over sales and marketing expenses of $2.8 million for the quarter ended March 31, 2006. The increase was primarily due to increased advertising and promotional expenditures of $2.2 million as we expanded our multi-channel marketing strategy in order to increase awareness of our brand and solution and to add new customers. Additional personnel related costs of $581,000 also contributed to the increase as we added employees to accommodate the growth in sales leads and to staff our expanded marketing efforts.

General and Administrative Expenses. General and administrative expenses for the quarter ended March 31, 2007 were $1.1 million, an increase of $589,000, or 119%, over general and administrative expenses of $493,000 for the quarter ended March 31, 2006. The increase was due primarily to additional personnel related costs of $273,000 as we increased the number of general and administrative employees to support our overall growth, as well as an increase in legal, insurance, accounting and other administrative costs, which reflected the increased scale and complexity of supporting our business.

Interest and Other Income (Expense), Net. Interest and other income (expense), net for the quarter ended March 31, 2007 was $(291,000), an increase of $141,000, or 94%, from interest and other income (expense), net of $(150,000) for the quarter ended March 31, 2006. The increase was due to a $283,000 increase in the expense related to the change in the fair value of the redeemable convertible preferred stock warrant primarily offset by a $129,000 increase in interest income from investments in marketable securities and cash equivalents. We account for an outstanding redeemable convertible preferred stock warrant as a liability held at fair market with changes in value recorded as a component of other expense. The increase in interest income was primarily due to an increase in the balance of investments and cash equivalents as a result of an equity funding which was completed in the second and third quarters of 2006.

Comparison of Years Ended December 31, 2006 and 2005

Revenue. Revenue for 2006 was $27.6 million, an increase of $12.9 million, or 88%, over revenue of $14.7 million for 2005. The increase in revenue resulted primarily from a 93% increase in the number of average monthly email marketing customers partially offset by a slight decrease in average revenue per customer.

Cost of Revenue. Cost of revenue in 2006 was $7.8 million, an increase of $4.1 million, or 108%, over cost of revenue of $3.7 million in 2005. As a percentage of total revenue, cost of revenue increased slightly to 28% from 26% in 2005. The increase primarily resulted from a 93% increase in the number of average monthly email marketing customers which resulted in increased hosting and operations expense and customer support costs. Of the increase in cost of revenue, $2.0 million related to increased personnel costs attributable to additional employees in our customer support and operations groups required to support customer growth and to increase the quality and range of support options available to customers. Additionally, $1.0 million resulted from increased depreciation, hosting and maintenance costs as we scaled and added capacity to our hosting infrastructure and $559,000 related to increased credit card fees due to a higher volume of billing transactions.

Research and Development Expenses. Research and development expenses in 2006 were $6.2 million, an increase of $2.8 million, or 84%, over research and development expenses of $3.4 million in 2005. The increase was primarily due to additional personnel related costs of $2.2 million as we increased the number of research and development employees to further enhance our solution.

Sales and Marketing Expenses. Sales and marketing expenses in 2006 were $18.6 million, an increase of $11.1 million, or 149%, over sales and marketing expenses of $7.5 million in 2005. The increase was primarily due to increased advertising and promotional expenditures of $7.6 million as we expanded our multi-channel marketing strategy in order to increase awareness of our brand and solution and to add new

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customers. Additional personnel related costs of $2.2 million also contributed to the increase as we added personnel to accommodate the growth in sales leads and to staff our expanded marketing efforts.

General and Administrative Expenses. General and administrative expenses in 2006 were $2.6 million, an increase of $1.3 million, or 98%, over general and administrative expenses of $1.3 million in 2005. The increase was primarily due to additional personnel related costs of $811,000 as we increased the number of general and administrative employees to support our overall growth and an increase in legal, accounting and insurance costs of $261,000, which reflected the increased scale and complexity of our professional service needs.

Interest and Other Income (Expense), Net. Interest and other income (expense), net in 2006 was $(203,000), an increase of $179,000 from interest and other income (expense), net of $(24,000) in 2005. The increase was due to a $588,000 increase in other expense related to the change in value of the redeemable convertible preferred stock warrant primarily offset by a $432,000 increase in interest income from investments in marketable securities and cash equivalents. We account for the redeemable convertible preferred stock warrant as a liability held at fair market value with changes in value recorded as a component of other expense. Interest income increased primarily due to an increase in investments and cash equivalents as a result of an equity funding that took place during the year.

Comparison of Years Ended December 31, 2005 and 2004

Revenue. Revenue for 2005 was $14.7 million, an increase of $6.6 million, or 82%, over revenue of $8.1 million for 2004. The increase in revenue resulted primarily from an 81% increase in the number of average monthly email marketing customers.

Cost of Revenue. Cost of revenue in 2005 was $3.7 million, an increase of $1.5 million, or 69%, over cost of revenue of $2.2 million in 2004. As a percentage of total revenue, cost of revenue declined slightly to 26% in 2005 from 27% in 2004. The increase in absolute dollars primarily resulted from an 81% increase in the number of average monthly email marketing customers, which resulted in increased hosting and operations expense and higher customer support costs. Of the increase in cost of revenue, $667,000 related to increased personnel costs related to additional employees in our customer support and operations groups in order to support customer growth and to increase the quality and range of support options available to customers. Additionally, $402,000 resulted from increased depreciation, hosting and maintenance costs as we scaled and added to our hosting infrastructure and $257,000 related to increased credit card fees due to a higher volume of billing transactions.

Research and Development Expenses. Research and development expenses in 2005 were $3.4 million, an increase of $1.3 million, or 57%, over research and development expenses of $2.1 million in 2004. The increase was primarily due to additional personnel related costs of $955,000 as we increased the number of research and development employees to further enhance our solution.

Sales and Marketing Expenses. Sales and marketing expenses in 2005 were $7.5 million, an increase of $4.1 million, or 120%, over sales and marketing expenses of $3.4 million in 2004. The increase was primarily due to increased advertising and promotional expenditure of $2.6 million as we introduced a multi-channel marketing program. The marketing program employed radio, online and print advertising concentrated in a few major metropolitan regions of the United States in an effort to increase awareness of email marketing and our brand within our targeted market of small organizations and add new customers. Personnel related costs of $1.1 million also contributed to the increase as we added employees to support the growth in sales leads and to staff our expanded marketing efforts.

General and Administrative Expenses. General and administrative expenses in 2005 were $1.3 million, an increase of $470,000, or 55%, over general and administrative expenses of $856,000 in 2004. The increase was due primarily to additional personnel related costs of $391,000 as we increased the number of general and administrative employees.

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Interest and Other Income (Expense), Net. Interest and other income (expense), net in 2005 was $(24,000), a decrease of $10,000 from interest and other income (expense), net of $(34,000) in 2004. The decrease was due to lower interest expense resulting from principal reductions in our debt facility.

Quarterly Results of Operations

The following table sets forth our unaudited operating results for each of the nine quarters in the period ended March 31, 2007. This information is derived from our unaudited financial statements, which in the opinion of management contain all adjustments necessary for a fair statement of such financial data. Historical results are not necessarily indicative of the results to be expected in future periods. You should read this data together with our financial statements and the related notes included elsewhere in this prospectus.

	Three Months Ended
	March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,
	2005			2005			2005			2005			2006			2006			2006			2006			2007
	(in thousands, except per share and customer data)
Statements of Operations Data:
Revenue	$	2,812		$	3,318		$	3,900		$	4,628		$	5,429		$	6,400		$	7,239		$	8,484		$	9,713
Cost of revenue(1)		781			848			931			1,187			1,543			1,811			2,038			2,409			2,731
Gross Profit		2,031			2,470			2,969			3,441			3,886			4,589			5,201			6,075			6,982
Operating Expenses:(1)
Research and development		660			821			741			1,133			1,363			1,411			1,530			1,868			2,169
Sales and marketing		1,223			1,413			2,079			2,745			2,837			4,247			4,664			6,844			6,121
General and administrative		263			261			385			417			493			586			633			911			1,082
Total operating expenses		2,146			2,495			3,205			4,295			4,693			6,244			6,827			9,623			9,372
Loss from operations		(115	)		(25	)		(236	)		(854	)		(807	)		(1,655	)		(1,626	)		(3,548	)		(2,390	)
Interest and other income (expense), net		(8	)		(4	)		(5	)		(7	)		(150	)		(156	)		105			(2	)		(291	)
Net loss		(123	)		(29	)		(241	)		(861	)		(957	)		(1,811	)		(1,521	)		(3,550	)		(2,681	)
Accretion of redeemable convertible preferred stock		(1,342	)		(1,357	)		(1,372	)		(1,672	)		(2,136	)		(1,134	)		(259	)		(259	)		(253	)
Net loss attributable to common stockholders	$	(1,465	)	$	(1,386	)	$	(1,613	)	$	(2,533	)	$	(3,093	)	$	(2,945	)	$	(1,780	)	$	(3,809	)	$	(2,934	)
Net loss attributable to common stockholders per share:
Basic and diluted(2)	$	(0.68	)	$	(0.64	)	$	(0.75	)	$	(1.15	)	$	(1.22	)	$	(1.15	)	$	(0.66	)	$	(1.37	)	$	(1.02	)
Other Operating Data:
End of period number of customers(3)		29,356			34,179			39,878			47,730			57,195			67,061			76,861			89,323			104,265

(1) Amounts include stock-based compensation expense, as follows:

Cost of revenue	$	–	$	–	$	–	$	–	$	2	$	3	$	9	$	11	$	15
Research and development		–		–		–		–		1		3		6		17		21
Sales and marketing		–		–		–		–		1		3		6		9		11
General and administrative		7		5		5		–		1		1		2		8		36
	$	7	$	5	$	5	$	–	$	5	$	10	$	23	$	45	$	83

(2)	Quarterly amounts may not add to full year amounts due to rounding.
(3)	We define our end of period customers as email marketing customers that we billed directly during the last month of the period.

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As a percentage of revenue:

	Three Months Ended
	March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,
	2005			2005			2005			2005			2006			2006			2006			2006			2007
Statements of Operations Data:
Revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Cost of revenue		28			26			24			26			28			28			28			28			28
Gross Profit		72			74			76			74			72			72			72			72			72
Operating Expenses:
Research and development		23			25			19			25			25			22			21			22			23
Sales and marketing		44			42			53			59			53			67			64			81			63
General and administrative		9			8			10			9			9			9			9			11			11
Total operating expenses		76			75			82			93			87			98			94			114			97
Loss from operations		(4	)		(1	)		(6	)		(19	)		(15	)		(26	)		(22	)		(42	)		(25	)
Interest and other income (expense), net		(0	)		(0	)		(0	)		(0	)		(3	)		(2	)		1			(0	)		(3	)
Net loss		(4	)%		(1	)%		(6	)%		(19	)%		(18	)%		(28	)%		(21	)%		(42	)%		(28	)%

Revenue increased sequentially in each of the quarters presented primarily due to increases in the number of total customers.

Gross profit, in absolute dollars, also increased sequentially for the quarters presented primarily due to revenue growth.

Total operating expenses, in absolute dollars, increased sequentially for most of the quarters presented primarily due to increased sales and marketing expenses which resulted from increased marketing efforts and increased number of personnel. The decrease in operating expenses for the first quarter of 2007 was due to the decrease in marketing expenses from the fourth quarter of 2006 to the first quarter of 2007. This decrease was the result of the seasonality of our marketing expenses, which have been highest in the fourth quarter.

Liquidity and Capital Resources

Since our inception we have financed our operations primarily through the sale of redeemable convertible preferred stock, issuance of convertible promissory notes, borrowings under credit facilities and, to a lesser extent, cash flow from operations. At March 31, 2007, our principal sources of liquidity were cash and cash equivalents and short term marketable securities totaling $9.8 million and a term loan facility for the acquisition of property and equipment of $5.0 million.

In February 2003, we entered into a term loan facility with Silicon Valley Bank that provided for a $350,000 term loan for the acquisition of property and equipment. During the period from August 2003 to September 2005, the facility was amended five times increasing the borrowing availability to $2.2 million. At December 31, 2006, there was no available borrowing capacity under the facility and, in March 2007, the facility was amended to establish additional borrowing availability of $5.0 million and to modify certain terms and covenants. As of March 31, 2007, the entire $5.0 million remained available for borrowing. Each advance under the facility is payable in monthly installments over three years from the date of the advance. The advances bear interest at a rate of prime plus 2% (10.25% at March 31, 2007). The interest rate decreases to prime plus 1.5% upon the occurrence of a profitability event (as defined in the facility agreement). The facility requires that we maintain certain financial covenants, and that any borrowings are collateralized by substantially all of our assets. The advances may be prepaid in whole or in part at any time without penalty.

Our operating activities used cash of $1.8 million during the three months ended March 31, 2007 and $748,000 during the year ended December 31, 2006. Net cash provided by operating activities was $2.4 million and $189,000 during the years ended December 31, 2005 and 2004, respectively. Net cash outflows for the three months ended March 31, 2007 and year ended December 31, 2006 resulted primarily from operating losses partially offset by increases in current liability accounts and non-cash charges for depreciation and

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amortization, changes in fair value of the warrant for redeemable convertible preferred stock and stock based compensation charges. Net cash inflows during 2005 and 2004 resulted primarily from operating losses offset by increases in current liability accounts and non-cash charges for depreciation and amortization. Operating losses were primarily due to increased sales and marketing efforts and additional employees company wide.

The increases in current liability accounts consisted primarily of the following:

Changes in deferred revenue were as follows:

•   during the three months ended March 31, 2007, deferred revenue increased $1.3 million from $5.5 million to $6.8 million;

•   during 2006, deferred revenue increased $2.7 million from $2.8 million to $5.5 million;

•   during 2005, deferred revenue increased $1.5 million from $1.3 million to $2.8 million; and

•   during 2004, deferred revenue increased $655,000 from $615,000 to $1.3 million.

The increases in deferred revenue were due to continued growth in unearned prepaid subscriptions. The growth in subscriptions was primarily due to new customer growth.

Changes in accrued expenses and other current liabilities were as follows:

•   during the three months ended March 31, 2007, accrued expenses decreased $233,000 from $2.4 million to $2.2 million primarily due to a decrease in marketing expenditures in the first three months of 2007 as opposed to the last three months of 2006. This decrease reflects the seasonality of our marketing expenses which have historically been heaviest in the fourth quarter;

•   during 2006, accrued expenses increased $1.9 million from $494,000 to $2.4 million primarily due to increased marketing efforts during the year, increased employee related costs due to personnel additions and increased costs directly attributable to revenue growth partially offset by the receipt of invoices and timing of payments;

•   during 2005, accrued expenses increased $188,000 from $306,000 to $494,000; and

•   during 2004, accrued expenses decreased $337,000 from $643,000 to $306,000.

Changes in accounts payable were as follows:

•   during the three months ended March 31, 2007, accounts payable decreased $1.0 million from $2.6 million to $1.6 million;

•   during 2006, accounts payable increased $1.1 million from $1.5 million to $2.6 million;

•   during 2005, accounts payable increased $1.3 million from $176,000 to $1.5 million; and

•   during 2004, accounts payable decreased $105,000 from $281,000 to $176,000.

The changes in accounts payable were due to increased expense levels, net of the impact of the timing of payments to vendors.

The following non-cash charges are added back as adjustments to reconcile net loss to net cash used in or provided by operating activities:

•   change in fair value of warrants of $420,000 for the three months ended March 31, 2007 and $588,000 for the year ended December 31, 2006;

•   depreciation and amortization expense of $532,000 for the three months ended March 31, 2007 and $1.5 million, $591,000 and $447,000 for the years ended December 31, 2006, 2005 and 2004, respectively; and

•   stock-based compensation expense of $83,000 for the three months ended March 31, 2007 and $83,000, $17,000 and $23,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

The change in fair value of the warrant to purchase Series B redeemable convertible preferred stock was due to the increase in the value of the underlying common stock into which this warrant is ultimately convertible. The warrant is subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other expense until such time as the warrant is exercised or expires unexercised.

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The warrant expires on the earliest to occur of November 27, 2007 or immediately prior to the closing of a merger, sale of assets, or consolidation of us by another entity, or immediately prior to the closing date of an initial public offering of our common stock.

The increase in depreciation and amortization expense was due to increased purchases of property and equipment required to support the continued growth of the business.

The increase in stock based compensation was due to the adoption of SFAS 123R in January 2006.

As of December 31, 2006, we had federal and state net operating loss carry-forwards of $29.1 million and $22.5 million, respectively, which may be available to offset potential payments of future federal and state income tax liabilities which expire at various dates through 2026 for federal income tax purposes and through 2011 for state income tax purposes.

Net cash used in investing activities was $921,000 for the three months ended March 31, 2007 and $7.7 million, $2.2 million and $494,000 for the years ended December 31, 2006, 2005 and 2004, respectively. Net cash used in investing activities during the three months ended March 31, 2007 and the year ended December 31, 2006 consisted primarily of net cash paid to purchase marketable securities and property and equipment. Net cash used in investing activities during the years ended December 31, 2005 and 2004 consisted primarily of cash paid for the purchase of property and equipment. Property and equipment purchases consist of infrastructure for our solutions, capitalization of certain software development costs, computer equipment for our employees and equipment and leasehold improvements related to additional office space.

Net cash used in financing activities was $126,000 for the three months ended March 31, 2007. Net cash provided by financing activities was $14.4 million, $512,000 and $306,000 for the years ended December 31, 2006, 2005 and 2004, respectively. Net cash used by financing activities for the three months ended March 31, 2007 consisted primarily of repayment of outstanding borrowings under the term loan facility. Net cash provided by financing activities for the year ended December 31, 2006 consisted primarily of proceeds from the issuance of our Series C redeemable convertible preferred stock and, to a lesser extent, proceeds from the exercise of stock options and warrants, partially offset by repayment of outstanding borrowings under the term loan facility. Net cash provided by financing activities for the years ended December 31, 2005 and 2004 consisted primarily of new borrowings under the term loan facility partially offset by repayment of the borrowings and other capital lease obligations.

Our future capital requirements may vary materially from those now planned and will depend on many factors, including, but not limited to, development of new solutions, market acceptance of our solutions, the levels of advertising and promotion required to launch additional solutions and improve our competitive position in the marketplace, the expansion of our sales, support and marketing organizations, the establishment of additional offices in the United States and worldwide and the building of infrastructure necessary to support our growth, the response of competitors to our solutions and our relationships with suppliers and clients. Since the introduction of our on-demand email marketing solution in 2000, we have experienced increases in our expenditures consistent with the growth in our operations and personnel, and we anticipate that our expenditures will continue to increase in the future.

We believe that our current cash and cash equivalents, marketable securities and funds available under our term loan facility will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months. Thereafter, we may need to raise additional funds through public or private financings or increased borrowings to develop or enhance products, to fund expansion, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If required, additional financing may not be available on terms that are favorable to us, if at all. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and these securities might have rights, preferences and privileges senior to those of our current stockholders. No assurance can be given that additional financing will be available or that, if available, such financing can be obtained on terms favorable to our stockholders and us.

During the last three years, inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.

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Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing activities. We do not have any interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

Contractual Obligations

The following table summarizes our contractual obligations at December 31, 2006 and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

	Payments Due by Period
			Less than						More than
	Total		1 Year		1-3 Years		3-5 Years		5 Years
	(in thousands)
Notes payable	$	702	$	449	$	253	$	–	$	–
Operating lease obligations		3,387		836		1,846		705		–
Contractual commitments		900		561		339		–		–
Total	$	4,989	$	1,846	$	2,438	$	705	$	–

In February 2007, we entered into the third amendment to our headquarters office lease to expand our existing premises. As a result, our future operating lease obligations will increase by $183,000, $372,000, $385,000 and $294,000 for 2007, 2008, 2009 and 2010, respectively.

Changes in Accountants

On or about September 20, 2006, we dismissed Vitale, Caturano & Company Ltd., or Vitale, as our independent registered public accounting firm. Our audit committee participated in and approved the decision to change our independent registered public accounting firm. The reports of Vitale on the financial statements for the years ended December 31, 2004 and 2005 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the years ended December 31, 2004 and 2005 and through September 20, 2006, there were no disagreements with Vitale on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Vitale would have caused them to make reference thereto in their reports on the financial statements for such years. We requested that Vitale furnish us with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated July 6, 2007, is filed as Exhibit 16.1 to the registration statement, of which this prospectus forms a part.

We engaged PricewaterhouseCoopers LLP as our new independent registered public accounting firm as of December 26, 2006.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk. We bill our customers in U.S. dollars and receive payment predominantly in U.S. dollars. Accordingly, our results of operations and cash flows are not subject to fluctuations due to changes in foreign currency exchange rates.

Interest Rate Sensitivity. Interest income and expense are sensitive to changes in the general level of U.S. interest rates. However, based on the nature and current level of our marketable securities, which are primarily short-term investment grade and government securities, and our notes payable, we believe that there is no material risk of exposure.

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Business

Overview

Constant Contact is the leading provider of on-demand email marketing solutions for small organizations, including small businesses, associations and non-profits. As of June 30, 2007, we had over 120,000 customers. Our customers use our email marketing solution to more effectively and efficiently create, send and track professional and affordable permission-based email marketing campaigns. With these campaigns, our customers can build stronger relationships with their customers, clients and members, increase sales and expand membership. Our email marketing solution incorporates a wide range of customizable templates to assist in campaign creation, user-friendly tools to import and manage contact lists and intuitive reporting to track campaign effectiveness. In June 2007, we introduced an online survey solution that complements our email marketing solution and enables small organizations to easily create and send surveys and effectively analyze responses. We are committed to providing our customers with a high level of support, which we deliver via phone, chat, email and our website.

We provide our solutions on an on-demand basis through a standard web browser. This model enables us to deploy and maintain a secure and scalable application that is easy for our customers to implement at compelling prices. Our email marketing customers pay a monthly subscription fee that generally ranges between $15 per month and $150 per month based on the size of their contact lists and, in some cases, volume of mailings. Our survey solution is similarly priced. For the first quarter of 2007, our average monthly revenue per email marketing customer exceeded $32. We believe that the simplicity of on-demand deployment combined with our affordable subscription fees and functionality facilitate adoption of our solution by our target customers while generating significant recurring revenue. Since the first quarter of 2002, we have achieved 21 consecutive quarters of growth in customers and revenue.

Our email marketing customer base has grown steadily from approximately 25,000 at the end of 2004 to over 120,000 as of June 30, 2007. Based on the current size of our customer base, we believe that we are the largest provider of email marketing services to small organizations. These customers include all types of small organizations including retailers, restaurants, day spas, law firms, consultants, non-profits, religious organizations, alumni associations and other small businesses and organizations. Customers in more than 110 countries and territories currently use our email marketing solution. We estimate that approximately two-thirds of our customers have fewer than ten employees and in the first quarter of 2007, our top 50 email marketing customers accounted for approximately 1% of our gross email marketing revenue. Our customers have displayed a high degree of loyalty. From January 2005 through June 2007, at least 97.4% of our customers in a given month have continued to utilize our email marketing solution in the following month.

We acquire our customers through a variety of paid and unpaid sources. Our paid sources include online marketing through search engines, advertising networks and other sites; offline marketing through radio advertising, local seminars and other marketing efforts; and relationships with over 1,700 active channel partners, which include national small business service providers such as Network Solutions, American Express and VistaPrint as well as local small business service providers such as local web developers and marketing agencies. Our unpaid sources of customer acquisition include referrals from our growing customer base, general brand awareness and the inclusion of a link to our website in the footer of more than 500 million emails currently sent by our customers each month. We believe that during the first quarter of 2007 at least 45% of our new email marketing customers were generated through unpaid sources.

Industry Background

Benefits of Email Marketing

Organizations are increasingly turning to email marketing as a means to communicate with their customers, clients and members. According to an October 2006 report entitled “The Email Marketing Vendor Landscape” by Forrester, a leading research provider, 94% of marketers currently use or were planning to use email

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marketing by the end of 2006, with 58% of those marketers outsourcing to a third party provider. Key benefits that drive adoption of email marketing include the following:

•   Targeted. Email marketing enables organizations to tailor messages to specific audiences and enables recipients to respond through links to websites.

•   Timely. The cycle from concept through design and execution for email marketing is much shorter than direct mail because there is no need to print and mail. Reducing cycle time allows organizations to rapidly respond to market conditions and opportunities.

•   Efficient. Email marketing combines low cost with measurable responses leading to an attractive return on investment.

Constant Contact Market Opportunity

We believe email marketing is an excellent fit for small organizations. Small businesses and non-profits tend to rely heavily on repeat sales and referrals to grow their businesses and expand their membership bases, and email marketing is a cost effective way to reach these audiences.

Small organizations also represent a large market opportunity. The U.S. Small Business Administration estimated that there were 25.8 million small businesses in the United States in 2005, and in 2006 the National Center of Charitable Statistics estimated that there were approximately 1.5 million non-profits in the United States. Other small organizations that use email marketing include online auction sellers, independent musicians, community organizations, school districts, parent/teacher associations and sports leagues. Based on these estimates, we believe our email marketing solutions could potentially address the needs of more than 27.3 million small organizations domestically.

At the same time, small organizations have generally been slower than larger organizations to adopt email marketing as part of their marketing mix. We believe they face unique challenges when adopting email marketing including:

•   Unfamiliar with Email Marketing. Many small organizations are not familiar with the benefits of email marketing and do not understand how to effectively build a permission-based contact list, develop an effective email marketing campaign and measure its effectiveness.

•   Lack of Technical Expertise. Small organizations often do not have the technical expertise to implement email marketing software or to design and execute effective email marketing campaigns. For example, many small organizations do not have the marketing, graphic design or HTML coding skills to develop professionally formatted emails; may not follow or comprehend the evolving industry standards for sending bulk email; or may not understand how spam filtering technology may impact the delivery of their email communications.

•   Limited Budgets. Small organizations typically have small marketing budgets. They generally cannot afford to hire in-house staff or engage an outside marketing agency to develop, execute and evaluate an email marketing campaign.

We also believe most existing alternatives for email marketing are poorly suited to meet the needs of small organizations. Some of these existing alternatives include:

•   General Email Applications. General email applications and services such as Microsoft Outlook, America Online or Hotmail are designed for one-to-one emails. They do not easily incorporate the formatting, graphics, and links necessary to produce professional-looking email marketing campaigns. They also limit the number of recipients per email and do not have the reporting capabilities to allow users to evaluate the effectiveness of their email marketing campaigns. Finally, they do not provide regulatory compliance tools to assist the sender in complying with anti-spam requirements.

•   Enterprise Service Providers. These service providers, such as Epsilon Data Management LLC (a subsidiary of Alliance Data Systems Corporation), ExactTarget, Inc., Responsys Inc. and Silverpop

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Systems Inc. focus on large organizations with sizeable marketing budgets. While these providers offer sophisticated, Internet-based marketing services and tools with professional and customized execution and reporting, they deliver services at a price and scale that is far beyond the scope of most small organizations.

As a result, we believe there is an opportunity for an email marketing solution tailored to the needs of small organizations. These users seek an affordable, easy-to-use email marketing solution with a professional appearance and reliable performance.

Our Solution

We provide small organizations with a convenient, effective and affordable way to communicate with their constituents via email. Our email marketing solution delivers the following benefits to small organizations:

•   Easy. We enable customers to easily create great looking email marketing campaigns without prior expertise in marketing, graphic design or HTML. Our solution includes over 200 customizable templates intelligently organized to streamline creation of a professional-looking message. We also provide customers with tools that make it easy for them to import, build and manage contact lists and to monitor delivery and response. We further enhance our solution with unlimited free customer support and daily webinars covering topics ranging from a general product tour to email marketing best practices.

•   Fast. Because our solution is accessed through the web, customers only need access to a PC and the Internet to begin using it to create and send their first email campaign. A customer can typically create and send their first campaign in less than one hour. Once a customer has loaded their contact list, created and sent their first campaign, our solution becomes even faster to use as this information is stored and can be easily accessed for future use.

•   Affordable. We offer our email marketing solution on a subscription basis, eliminating the significant up-front license fee associated with traditional software. Instead, we encourage potential customers to try our solution without charge for a 60-day period. After the free trial, customers can use our solution for a subscription fee of as low as $15 per month with the amount of the fee increasing based on the number of unique contacts or email addresses in a customer’s contact list. We provide discounted pricing for both prepayments and non-profits. For the first quarter of 2007, our average monthly revenue per email marketing customer exceeded $32.

•   Effective. Our solution provides our customers with a highly effective way to reach their customers, clients and members. According to data measured by ReturnPath, Inc. for United States email addresses, approximately 97% of our customers’ emails were delivered past any spam filters or controls to their target email inboxes over the first five months of 2007. We have made significant investments in systems and processes to reduce the number of our customers’ emails that are blocked as possible spam. In addition, to help ensure that customers’ emails are delivered, we have developed relationships with leading ISPs.

•   Measurable. Our email marketing campaign reports provide customers with information and data regarding each campaign. In addition to receiving aggregate data on email receipt, open rates and click-through rates per campaign, our customers can identify on an individual basis which contacts received and opened an email and which links in the email they clicked on. We also provide comparable metrics for our overall customer base. This feedback permits customers to alter the content or timing of their campaigns to capitalize on aspects of prior campaigns that were positively received by their constituents.

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Business Strengths

We believe that the following business strengths differentiate us from competitors and are key to our success:

•   Focus on Small Organizations. We have maintained a consistent and exclusive focus on small organizations, which has enabled us to design a full customer experience tuned to their unique needs. Through the website experience, product usability, affordable price point and personal touch of our communications consultants and support representatives, we work to ensure that small organizations feel that we are committed to their success. We continually invest in primary research to understand this market including usability studies, satisfaction surveys, focus groups and other research initiatives.

•   Efficient Customer Acquisition Model. We believe that we have developed an efficient customer acquisition model that generates an attractive return on our sales and marketing expenditures. We utilize a variety of marketing channels to acquire new customers including online advertising, partner relationships, radio advertising, and online and in-person seminars and brand awareness. A Constant Contact “Try It Free” link is included in the footer of more than 500 million emails currently sent by our customers each month. In 2006, our cost of email marketing customer acquisition, which we define as our total sales and marketing expense divided by the gross number of email marketing customers added in the period, was approximately $300 per email marketing customer. For the first quarter of 2007, our average monthly revenue per email marketing customer exceeded $32 per month, implying payback on a revenue basis in less than one year.

•   High Degree of Recurring Revenue. We benefit from a high level of customer loyalty. From January 2005 through June 2007, at least 97.4% of customers in a given month have continued to use our email marketing solution in the following month. We believe this represents a high level of retention, particularly given the transient nature of many small organizations. These customers provide us with a significant base of recurring revenue and generate new customer referrals.

•   Consistent Commitment to Customer Service. We seek to provide our customers with a high level of support in order to encourage trials and ongoing usage of our solution. We conduct online webinars and in-person events to educate potential customers about the benefits of email marketing. In addition, our communications consultants seek to contact all new U.S. and Canadian based customers to help them launch an initial campaign and address any questions or concerns. As a result, we believe we have a highly satisfied customer base. Since August 2003, our customer surveys indicate that more than 80% of our customers rate their overall experience with Constant Contact as above average or excellent.

•   Software-as-a-Service Delivery. We provide our solution on an on-demand basis, meaning that our customers can access and use our solution through a standard web browser. This enables our customers to rapidly begin using our solution with few up-front costs and limited technical expertise. It also enables us to serve additional customers with little incremental expense and to deploy new applications and upgrades quickly and efficiently to our existing customers.

Growth Strategy

Our objective is to increase our market leadership through the following strategies:

•   Acquire New Customers. We aggressively seek to continue to attract new customers by promoting the Constant Contact brand and encouraging small organizations to try our solutions. We have increased the number of customers acquired in each of the past 11 quarters. We acquire new customers through multiple acquisition channels including online advertising, partner relationships, radio advertising online and in person seminars and other marketing efforts as well as through referrals from existing customers and the Constant Contact link included in the footer of customer email campaigns. We consistently monitor the return on our advertising spending in terms of new customers generated and adjust our sales and marketing mix as appropriate.

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•   Increase Revenue Per Customer. As of June 30, 2007, we had an email marketing customer base in excess of 120,000. We seek to increase revenue from each customer through add-on services that enhance our solutions such as the hosting of our customers’ images and logos on our system. We are currently developing an add-on service that will enable our customers to archive their past email campaigns and make them available to their constituents.

•   Provide Additional Products. We plan to continue to invest in research and development to maintain our leadership position in email marketing and to develop and provide our customers with complementary solutions that are easy-to-use, effective and affordable. Based on strong interest from our existing customers, we recently introduced our survey solution, which enables customers to create and send online surveys and analyze responses. We believe that we have a significant opportunity to sell our newly launched survey solution to our email marketing customers as a means for them to better understand the needs of their constituents. As new customers adopt our survey solution, we will also have the opportunity to cross-sell our email marketing solution.

•   Expand Internationally. We currently sell our email marketing solution to customers in over 110 countries and territories, despite limited marketing efforts outside of the United States. We believe that opportunities exist to more aggressively market our solutions in English-speaking countries, including Canada, the United Kingdom, Ireland, Australia and New Zealand. In addition, eventually we intend to offer our solutions in different languages, which will allow us to market our solutions in additional countries.

•   Pursue Complementary Acquisitions. We follow industry developments and technology advancements and intend to evaluate and acquire technologies or businesses to cost-effectively enhance our solutions, access new customers or markets or both. We have no present understandings or agreements to acquire any of these technologies or businesses.

Our Products and Services

Email Marketing

Our email marketing solution allows customers to easily create, send and track professional-looking email campaigns. Our solution provides customers with the following features:

•   Campaign Creation Wizard. This comprehensive, easy-to-use interface enables our customers to create and edit email campaigns. Through intuitive controls, customers can readily change colors, fonts, borders and backgrounds and insert images and logos to help ensure that their emails appear polished and professional. The wizard operates on a “what-you-see-is-what-you-get” basis whereby a customer can move paragraphs and blocks of content within the draft email quickly and view the message from the perspective of intended recipients.

•   Professionally Developed Templates. These pre-designed email message forms help customers quickly create attractive and professional campaigns. Over 200 templates provide ideas as to the kinds of emails customers can send, including newsletters, event invitations, business letters, promotions and announcements, and demonstrate, through the use of color and format, the creativity and professionalism of a potential campaign. Our advanced editing functionality enables customers to easily modify the templates. We also provide templates designed to appeal to specific vertical markets. For example, we offer a restaurant template that includes a pre-formatted menu section.

•   Contact List Management. These tools help customers build and manage their email contact lists. Our contact list building tools include file and spreadsheet import functionality as well as a software plug-in to import contact lists maintained in Microsoft’s Outlook^® and Outlook Express^®. We also provide HTML programming code for a “Sign up for My Mailing List” box that can be included on the customer’s web site and used to gather new contacts. Our list management tools enable a customer to target or segment contacts for all or specific campaigns and monitor email addresses to which previous campaigns could not be delivered. In addition to their constituents’ names and email addresses, several

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additional customizable fields are available for the purposes of personalizing email messages. Unsubscribe requests are automatically processed to help ensure ongoing compliance with government regulations and email marketing best practices.

•   Email Tracking and Reporting. These features enable our customers to review and analyze the overall effectiveness of a campaign by tracking and reporting aggregate information including how many emails were delivered, how many were opened, and which links were clicked on. These features also enable our customers to identify on an individual basis which contacts received an email, opened an email and clicked on particular links within the message.

•   Email Delivery Management. These tools are incorporated throughout our solution and are designed to maintain our high deliverability rates. Some of these tools are readily apparent to our customers, such as in-depth delivery tracking. Others are delivered through back-office processes, such as a spam content check and address validation. To further improve the percentage of emails delivered, we work closely with ISPs on spam prevention issues. We also include processes and verifications that greatly increase compliance with anti-spam standards.

•   Image Hosting. We enable customers to store up to five images for free, view and edit these images and resize them as necessary for use in their email campaigns. Up to approximately 1,200 images (25 megabytes) can be stored for an additional $5.00 per month. By adding images to an email message, a customer can make the campaign more compelling or visually appealing.

•   Security and Privacy. We protect our customers’ data at a higher level than we believe many of our customers do themselves. We do not use our customers’ confidential information, including their contact lists, except to provide our solution, nor do we share, sell or rent this information. In addition, we require that our customers adopt a privacy policy to assist them in complying with government regulations and email marketing best practices.

Survey

Our recently launched online survey solution enables customers to survey their customers, clients or members and analyze the responses. By selecting one of our customizable templates and editing or entering their own questions, our customers can easily create a professionally formatted survey. Similar to our email marketing solution, our survey solution includes a survey creation wizard, over 40 different preformatted and customizable survey templates, list management capabilities and live customer support.

Our survey solution incorporates a real-time and comprehensive reporting function that enables our customers to analyze overall survey results and specific answers submitted by individual respondents. The survey solution includes powerful analytic features that enable our customers to segment results based on survey responses, easily edit filters for “what if” analysis and view the results in intuitive, easy-to-understand graphical and detailed data formats. Results can be exported to an Excel file for additional analysis. Our customers can identify the respondents associated with filtered results and create a unique contact list of these respondents who can then be targeted with a specific message or follow-up campaign.

Customer Support

We provide extensive free customer support to all customers. Communication consultants seek to contact U.S. and Canadian based trial customers by phone to answer any questions and to help them launch their first campaign. Additional assistance is available via phone, chat or email. Our customer support employees answer approximately 1,300 calls per day with an average wait time of less than two minutes. Our phone and chat support team is located at our headquarters in Waltham, Massachusetts while we outsource our email support to a third party based in Bangalore, India. We complement our customer support with free daily product tours offered via our website, an archive of frequently asked questions (FAQs) and webinars that explain the benefits of email marketing.

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Our customer service and support group is responsible for enforcing our permission and prohibited content policies. We work closely with customers who have higher than average spam complaint rates or bounced emails, and with customers whose emails are flagged by our system as possibly including prohibited content or spam, to assist them in complying with our policies. If we cannot resolve outstanding concerns, we terminate our agreement with the customer. From January 2005 through May 2007, involuntary terminations have averaged less than 0.5% of our customer base each month.

As of May 31, 2007, we had 93 employees working in customer service and support.

Professional Services

Although the majority of our customers select the “do-it-yourself” approach, we also offer professional services to customers who would like their email campaigns and surveys prepared for them. Our service offerings range from a low-cost, getting started service to full-service email and survey campaign creation.

Pricing

We price our email marketing solution based upon the number of unique email addresses in a customer’s account. Set forth below are the first several pricing tiers:

Number of Unique Email Addresses	Monthly Fixed Pricing
Up to 500	$	15.00
501-2,500	$	30.00
2,501-5,000	$	50.00
5,001-10,000	$	75.00
10,001-25,000	$	150.00

Customers in these pricing tiers may send an unlimited number of emails per month. During the first quarter of 2007, approximately 80% of our email marketing customers were in our two lowest pricing tiers, $15.00 and $30.00 per month. We offer additional pricing tiers for large list customers. These large list customers are limited as to the number of emails they can send per month for a fixed monthly fee, with overage charges assessed on emails exceeding the monthly limit.

Our survey solution is similarly priced based on tiers of unique email addresses with customers allowed an unlimited number of surveys a month. However, if a customer receives survey responses in a given month that exceed the number of unique email addresses in their account, they will incur additional charges. In addition, customers may purchase a bundle of both our email marketing and survey solutions at a discount of 50% off the list price of the second solution.

We offer our premium image hosting services for $5.00 per month for customers with less than 350,000 unique email addresses. We offer discounted rates to non-profits and for six- and twelve-month prepayment options.

The Constant Contact Customer Experience

We are committed to helping small organizations use the power of email marketing to reach their constituencies. When our customers first connect with us, they may be experienced email marketers or, more likely, thinking about using email campaigns for the first time. The Constant Contact customer experience is designed to first make sure that every customer is successful in sending their initial email campaign and then to retain customers and generate referrals. We have designed our email marketing solution to be easy to learn and have added a wide variety of tools designed to assist customers in using our solution.

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Getting Started

Every customer experience starts with a free 60-day trial. The only requirement for the free trial is that the potential customer must enter a valid email address that we verify before they can send their initial campaign. We do not require credit card information during the 60-day trial. The trial is a fully-featured experience that is limited to 100 email contacts. Immediately after signing up, the customer receives a welcome email with helpful information on getting started and an invitation to participate in a free online tour, which we host daily. Within the next few days, one of our communications consultants seeks to call U.S. and Canadian based customers to answer questions and discuss how to use email marketing effectively for the organization. All of our customer support resources are available during the free trial period. At the conclusion of the 60-day trial (or earlier if the customer’s contact list exceeds 100 contacts), we ask the customer to provide credit card information in order to begin billing for their continued use of our solution.

Designing an Email Campaign

Our email campaign creation wizard guides our customers through an intuitive workflow process to set up an email campaign. There are more than 200 customizable templates that provide for an assortment of different campaigns, including newsletters, event invitations, promotions, announcements, business letters and more. For a more targeted audience, we provide special template packages for restaurants, associations, religious organizations, retailers and holidays. Our solution creates email campaigns in HTML and text formats simultaneously and allows reviewing and editing in each mode. Creation of HTML and text emails is necessary so that recipient is able to display the email message in the best format supported by the recipient’s email program or device.

Our customizable templates assist the customer to define the layout and format of an email campaign. They are designed and tested to appear professional. Default content and intelligent pre-population of content, such as customer name, logo, and website links, start the customer off with a basic email campaign. Within the template, a customer can easily:

•   edit, delete or format content;

•   change the color and fonts;

•   add clickable and trackable links to websites;

•   upload, resize and store images and logos;

•   reposition sections of the campaign using a drag and drop interface; and

•   add additional blocks of content—articles, products and events.

At any time, a customer can preview the email campaign (in both HTML and text formats) and send a test version to themselves and a small group of others for review. We also provide spell check capability and a spam content test to identify content that might reduce deliverability.

Uploading and Building an Email Contact List

The next step in executing an email marketing campaign is to build an email contact list. Our customers can upload a contact list they have in an email program address book or manually enter a contact list directly into our solution. Customers are given explicit and easy to follow instructions to get their contact lists into our solution. If customers do not have a contact list or if they want to build upon an existing contact list, they can add our “Join My Mailing List” sign-up box to their websites. Customers can keep their contacts in multiple lists for targeting their campaigns. We charge customers only for the number of unique email contacts in their account.

As a customer is adding or uploading a list, they are clearly notified of our permission policies and educated as to the types of lists that are acceptable under our standard terms and conditions.

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Sending and Monitoring an Email Campaign

Once a customer designs a campaign and selects the contact list to receive it, they may send the campaign immediately or choose a future date and time for it to be sent automatically. When a campaign is sent, we notify the customer by email. The customer can then track the results of the campaign, including how many of the emails were delivered, how many recipients opened the email and which links in the email were clicked. In the case of undeliverable emails, the customer can review why the email was not delivered and take appropriate steps. Finally, the customer can monitor if any recipients unsubscribed from their mailing list.

Once a customer has sent their first email campaign, our solution becomes even easier to use because prior campaigns are available as a starting point for use in future campaigns.

Paying for Constant Contact

Once the free trial is over (after 60 days or earlier if the trial customer enters more than 100 email contacts), trial customers are prompted to enter credit card information and pick a payment plan in order to continue to use our email marketing solution. Customers can pay month-to-month, or pre-pay 6 or 12 months to receive a discount of 10% or 15%, respectively. Customers may also choose and pay for add-on services, such as our premium image hosting. Customers may pay by check if they prepay for 6 or 12 months. If a customer is not ready to sign up for a payment plan after the trial period, they may continue to use their account after the trial period to build their contact list; however, they cannot send another email campaign until they select a payment plan.

Customer Service Experience

We are committed to providing a high level of customer service. We offer phone, chat and email support for customers from 9 AM to 9 PM (eastern time) weekdays and email-only support on weekends. We also have an extensive self-service knowledgebase located on our website. The majority of our customers use our toll-free phone number as their preferred support channel. Our goal is to have a live support representative on the phone with the customer in less than 2 minutes, a target we generally achieve. Our customer support representatives are well-trained, knowledgeable and committed to helping our customers.

Customers that want additional assistance in getting started or designing a unique email template can utilize our professional services team for an incremental fee.

In 2006, we launched an online community for both trial and paying customers where they can share their experiences and ask questions of other customers. As of May 31, 2007, we had in excess of 11,000 members of the community with numerous forums that include “members networking with members” and “dos and don’ts for email marketing.”

We offer our customers a variety of ongoing forums to learn more about the benefits of email marketing and Constant Contact. We offer training seminars both online and in-person within eight geographic regions across the United States and distribute a monthly Email Marketing Hints & Tips newsletter.

Customers

We have maintained a consistent and exclusive focus on small organizations. In this market, as of June 30, 2007, we served a large and diverse group of over 120,000 email marketing customers. This customer base is primarily comprised of business-to-business users, business-to-consumer users and non-profits and associations. We serve a wide range of business-to-business customers including law firms, accountants, marketing and public relations firms, recruiters and independent consultants. They typically use our solution to illustrate their subject matter knowledge by communicating their recent activities and to educate their audiences by sending informational newsletters and announcements about their company or industry. We also serve a diverse base of business-to-consumer customers including on- and off-line retailers, restaurants, realtors, travel and tourism businesses and day spas. These customers typically use our solution to promote

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their offerings with the goal of generating regular, repeat business from their customers and prospects. Finally, we serve a variety of non-profits and associations, including religious organizations, alumni associations, and other non-profits. They typically use our solution to maintain regular communications with their members and inform them about news and events pertaining to their groups, as well as to drive event attendance, volunteer participation and fundraising efforts.

We estimate that approximately two-thirds of our customers have fewer than ten employees. For the first quarter of 2007, our average monthly revenue per email marketing customer exceeded $32, including email marketing revenue, image hosting revenue and professional services revenue. We have low customer concentration as our top 50 customers in email marketing revenue in the first quarter of 2007 accounted for approximately 1% of our gross email marketing revenue.

We measure customer satisfaction on a monthly basis by surveying our customers. Based on these surveys, we believe that our overall customer satisfaction is strong. Another indication of our strong customer satisfaction is our low attrition rate. From January 2005 through June 2007, at least 97.4% of our customers in a given month have continued to utilize our email marketing solution in the following month.

Sales and Marketing

Our sales and marketing efforts are designed to attract potential customers to our website, to enroll them in a free trial, to convert them to paying customers and to retain them as ongoing paying customers. We believe there are significant opportunities to increase the number of customers who try our solutions through additional sales and marketing initiatives. We employ sophisticated strategies to acquire our customers by using a combination of paid and unpaid sources and sales and marketing conversion resources. We also invest in public relations and thought leadership to build our overall brand and visibility. We are constantly seeking new methods to reach and convert more customers.

Paid Sources

Online Advertising. We advertise online through pay-per-click spending with search engines (including Google and Yahoo!) and banner advertising with online advertising networks and other websites likely to be frequented by small organizations. We are able to identify customers generated through these efforts because they click on our advertisements before visiting our site, and we measure effectiveness based on the number of customers acquired. Approximately 32% of our new email marketing customers in the first quarter of 2007 were generated from online advertising.

Channel Partners. We maintain a network of over 1,700 active online channel partners who refer customers to us through links on their websites and outbound promotions to their customers. These channel partners include large companies with broad reach including Network Solutions, LLC, American Express Company and VistaPrint Limited as well as smaller companies with narrow reach but high influence such as local web designers and marketing agencies. Most of our channel partners either share a percentage of the cash received by us or receive a one-time referral fee. Two website design and hosting companies, Web.com, Inc. and Website Pros, Inc., bundle our services and provide them directly to their customers. These channel partners pay us monthly royalties, which contributed less than one percent of our total revenue during the first quarter of 2007. Approximately 13% of our new email marketing customers in the first quarter of 2007 were generated from our channel partners.

Offline Advertising. We advertise offline in print and radio. Our radio advertising is designed to build awareness of the Constant Contact brand and drive market awareness. Our print advertising is comprised of national publications such as Entrepreneur as well as local business publications in our geographically targeted metro regions. We currently advertise offline in eight metro regions and measure our new customer acquisition in these markets by comparing our performance in similar markets where we do not advertise.

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Unpaid Sources

Word-of-Mouth Referrals. We frequently hear from new customers that they heard about us from a current customer. In our regular customer surveys, we ask our customers how likely they are to refer Constant Contact to a friend or colleague. Throughout 2006 and in the first half of 2007, 46% or more of our email marketing customers responding to this question give us a 10 on a 10 point scale. We also offer our paying customers a referral incentive consisting of a $30 credit for them and for the customer they referred. Even though we offer this incentive, the majority of referral customers do not use the incentive program.

Footer Click-Throughs. Customers also come to us by clicking on the Constant Contact link included in the footer of more than 500 million emails currently sent by our customers each month. In the first quarter of 2007, approximately 9% of our new email marketing customers came from a footer click-through.

Sales Efforts

Communications Consultants. We employed a team of 33 phone-based sales professionals as of May 31, 2007 who seek to call U.S. and Canadian based trial customers to assist them in their initial use of Constant Contact and encourage conversion.

Local Evangelism. As of May 31, 2007, we employed a team of eight regional development directors who are focused on educating small organizations as to the benefits of email marketing in their local markets. These employees are located across the United States and typically provide free local seminars to chambers of commerce and other small business groups about email marketing and related topics.

Distance Learning. We offer free online webinars to prospects and customers on a wide variety of topics designed to educate them about the benefits of email marketing, teach them how to be great email marketers and guide them in the use of our solutions.

Other Marketing Initiatives

Press Relations and Thought Leadership. We leverage our broad customer base as a survey panel to assess small business expectations around major press cycles such as Mother’s Day and Valentine’s Day. We publish the results and seek to get print and radio coverage of our results. We also publish email marketing best practices and advice through our Hints & Tips newsletter and a monthly column in Entrepreneur.com. These efforts enhance our brand awareness and industry leadership.

Website Marketing. We continuously measure both website visitor-to-trial conversion and trial-to-paying conversion. We test messaging, graphics and layout alternatives in order to improve website conversion. We also seek to customize the website with vertical or usage-specific messaging whenever possible. We carefully analyze trial customer usage to understand and overcome barriers to conversion.

Vertical Marketing. Our vertical marketing group develops marketing programs for certain markets that have demonstrated an affinity for our solutions. These programs are currently focused on restaurants and food services, franchises, religious organizations, and travel and tourism.

Community. In August of 2006, we launched a user community with discussion boards, a resource center, member spotlights and other features. As of May 31, 2007, the user community had more than 11,000 participants and more than 4,000 posts on the discussion boards.

In the year ended December 31, 2006, we spent $18.6 million on sales and marketing. Our cost of customer acquisition during this period was approximately $300 per email marketing customer, defined as our total sales and marketing expense divided by the gross number of email marketing customers added in the period.

Technology

Our on-demand solutions use a central application and a single software code base with unique accounts for each customer. As a result, we are able to spread the cost of providing our solutions across our entire customer

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base. In addition, because we have one central application, we believe we can scale our business faster than traditional software vendors. Scalability is achieved through advanced use of application partitioning to allow for horizontal scaling across multiple sets of applications. This enables individual application subsystems to scale independently as required by volume and usage.

Our system hardware is co-located in a hosting facility located in Somerville, Massachusetts, owned and operated by InterNAP Network Services Corporation under an agreement that expires in January 2009. The facility provides around-the-clock security personnel, video surveillance and biometric access screening, and is serviced by onsite electrical generators, fire detection and suppression systems. The facility has multiple Tier 1 interconnects to the Internet.

We own all of the hardware deployed in support of our platform. We continuously monitor the performance and availability of our solutions. We have a highly available, scalable infrastructure that utilizes load-balanced web server pools, redundant interconnected network switches and firewalls, replicated databases, and fault-tolerant storage devices. Production data is backed up on a daily basis and stored in multiple locations to ensure transactional integrity and restoration capability.

Changes to our production environment are tracked and managed through a formal maintenance request process. Production baseline changes are handled much the same as software product releases and are first tested on a quality system, then verified in the staging environment, and finally deployed to the production system.

Research and Development

We have made substantial investments in research and development, and expect to continue to do so as a part of our strategy to continually improve the ease of use of our existing solutions as well as develop new offerings. As of May 31, 2007, we had 94 employees working in engineering and product strategy. Our product management and strategy team, which directs our research and development efforts, includes a market analyst, product managers, and website and user interface designers. This group also performs competitive and market analysis as well as systematic product usability testing. Our research and development expense totaled $2.1 million for 2004, $3.4 million for 2005 and $6.2 million for 2006.

Competition

The market for email marketing vendors is fragmented, competitive and evolving. We believe the following are the principal competitive factors in the email marketing market:

•   product functionality, performance and reliability;

•   integrated solutions;

•   customer support and education;

•   deliverability rates;

•   product scalability;

•   ease of use; and

•   cost.

The email marketing market is divided into two segments—vendors who are focused on the small to medium size business, or SMB, market and vendors who are focused on the enterprise market. Some of the vendors who are focused on the SMB market include Vertical Response, Inc., CoolerEmail Inc., Broadwick Corporation (iContact, formerly Intellicontact), Emma, Inc., Got Corporation (Campaigner), Lyris Technologies, Inc. and Topica Inc. These vendors typically charge a low monthly entry fee or a low fee per number of emails sent.

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Vendors that are focused on the enterprise market include Acxiom Digital (a division of Acxiom Corporation), Alterian Inc., Epsilon Data Management LLC (a subsidiary of Alliance Data Systems Corporation), ExactTarget, Inc., Responsys Inc., Silverpop Systems Inc. and CheetahMail, Inc. (a subsidiary of Experian Group Limited). We believe enterprise email marketing vendors can charge their customers $25,000 or more per month and provide a full-service model, which generally includes an account executive and creative team who often assist with content development. While we currently do not generally compete with vendors focusing on enterprise customers, we may face competition from them in the future.

We may also face future competition in the email marketing market from new companies entering our market, which may include large, established companies, such as Microsoft Corporation, Google Inc. or Yahoo! Inc. Barriers to entry into our market are relatively low, which allows new entrants to enter the market without significant impediments and large, established companies to develop their own competitive products or acquire or establish cooperative relationships with our competitors.

In addition, these companies may have significantly greater financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their products. These potential competitors may be in a stronger position to respond quickly to new technologies and may be able to undertake more extensive marketing campaigns. These competitors may have more extensive customer bases and broader customer relationships than we do. In addition, these competitors may have longer operating histories and greater name recognition than we do. Moreover, if one or more of our competitors were to merge or partner with another of our competitors or a new market entrant, the change in competitive landscape could adversely affect our ability to compete effectively.

Government Regulation

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or CAN-SPAM Act, establishes requirements for commercial email and specifies penalties for commercial email that violates the Act. In addition, the CAN-SPAM Act gives consumers the right to require emailers to stop sending them commercial email.

The CAN-SPAM Act, which became effective January 1, 2004, covers email sent for the primary purpose of advertising or promoting a commercial product, service, or Internet web site. The Federal Trade Commission, a federal consumer protection agency, is primarily responsible for enforcing the CAN-SPAM Act, and the Department of Justice, other federal agencies, State Attorneys General, and Internet Service Providers also have authority to enforce certain of its provisions.

The CAN-SPAM Act’s main provisions include:

•   prohibiting false or misleading email header information;

•   prohibiting the use of deceptive subject lines;

•   ensuring that recipients may, for at least 30 days after an email is sent, opt out of receiving future commercial email messages from the sender, with the opt-out effective within 10 days of the request;

•   requiring that commercial email be identified as a solicitation or advertisement unless the recipient affirmatively permitted the message; and

•   requiring that the sender include a valid postal address in the email message.

The CAN-SPAM Act also prohibits unlawful acquisition of email addresses, such as through directory harvesting, and transmission of commercial emails by unauthorized means, such as through relaying messages with the intent to deceive recipients as to the origin of such messages.

Violations of the CAN-SPAM Act’s provisions can result in criminal and civil penalties, including statutory penalties that can be based in part upon the number of emails sent, with enhanced penalties for commercial emailers who harvest email addresses, use dictionary attack patterns to generate email addresses, and/or relay emails through a network without permission.

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The CAN-SPAM Act acknowledges that the Internet offers unique opportunities for the development and growth of frictionless commerce, and the CAN-SPAM Act was passed, in part, to enhance the likelihood that wanted commercial email messages would be received. We believe we are a leader in developing policies and practices affecting our industry and that our permission-based email marketing model and our anti-spam policy are compatible with current CAN-SPAM Act regulatory requirements. We are a founding member of the Email Sender and Provider Coalition, or ESPC (http://www.espcoalition.org), a cooperative industry organization founded to develop and implement industry-wide improvements in spam protection and solutions to prevent inadvertent blocking of legitimate commercial email. We maintain high standards that apply to all of our customers, including non-profits and political organizations, whether or not they are covered by the CAN-SPAM Act.

The CAN-SPAM Act preempts, or blocks, most state restrictions specific to email, except for rules against falsity or deception in commercial email, fraud and computer crime. The scope of these exceptions, however, is not settled, and some states have adopted email regulations that, if upheld, could impose liabilities and compliance burdens in addition to those imposed by the CAN-SPAM Act.

Moreover, some foreign countries, including the countries of the European Union, have regulated the distribution of commercial email and the online collection and disclosure of personal information. Foreign governments may attempt to apply their laws extraterritorially or through treaties or other arrangements with U.S. governmental entities.

Our customers may be subject to the requirements of the CAN-SPAM Act, and/or other applicable state or foreign laws and regulations affecting email marketing. If our customers’ email campaigns are alleged to violate applicable email laws or regulations and we are deemed to be responsible for such violations, or if we were deemed to be directly subject to and in violation of these requirements, we could be exposed to liability.

Our standard terms and conditions require our customers to comply with laws and regulations applicable to their email marketing campaigns and to implement any required regulatory safeguards. We take additional steps to facilitate our customers’ compliance with the CAN-SPAM Act, including the following:

•   new customers signing up for our services must agree that they will send email through our service only to persons who have given their permission;

•   when an email contact list is uploaded, the customer must certify that it has permission to email each of the addressees;

•   when an individual indicates that they want to be added to a mailing list, they may receive a confirmation email and may be required to confirm their intent to be added to the contact list, through a process called double opt-in;

•   we electronically inspect all of our customers’ email contact lists to check for spam traps, dictionary attack patterns and lists that fail to meet our permission standards; and

•   for customers with large email address lists, we conduct list review interviews to verify that the list is properly acquired and permission-based and that the proposed messages meet our content standards. Campaigns using such lists are conducted in stages, so that we can terminate the campaign early if the list generates an unusually high number of complaints.

Intellectual Property

Our intellectual property rights are important to our business. We rely on a combination of copyright, trade secret, trademark, patent and other rights in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our proprietary technology, processes and other intellectual property. We have filed a patent application and are in the process of filing a second application.

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Although the protection afforded by copyright, trade secret, trademark and patent law, written agreements and common law may provide some advantages, we believe that the following factors help us to maintain a competitive advantage:

•   the technological skills of our research and development personnel;

•   frequent enhancements to our solutions;

•   continued expansion of our proprietary content; and

•   high levels of customer service.

Others may develop products that are similar to our technology. We enter into confidentiality and other written agreements with our employees, consultants and partners, and through these and other written agreements, we attempt to control access to and distribution of our software, documentation and other proprietary technology and other information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop a product with the same functionality as our solution. Policing unauthorized use of our solution and intellectual property rights is difficult and nearly impossible on a worldwide basis. Therefore, we cannot be certain that the steps we have taken or will take in the future will prevent misappropriations of our technology or intellectual property rights.

“Constant Contact^®” is a registered trademark in the United States and in the European Union. We also hold trademarks and service marks identifying certain of our solutions or features of our solutions.

Employees

As of May 31, 2007, we employed a total of 275 employees. None of our employees is represented by a labor union. We have not experienced any work stoppages and believe that our relations with our employees are good.

Facilities

Our corporate headquarters, including our principal administrative, marketing, technical support and research and development departments, is located in Waltham, Massachusetts. We lease approximately 50,000 square feet under an agreement that expires in September, 2010. As of May 31, 2007, all of our employees were based in this location with the exception of 10 employees who work out of their homes. If we require additional space, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.

Legal Proceedings

We are not currently subject to any legal proceedings. From time to time, we have been party to litigation matters arising in connection with the normal course of our business, none of which has or is expected to have a material adverse effect on us.

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Management

Our executive officers and directors and their ages and positions as of May 31, 2007 are set forth below:

Name	Age		Position(s)
Gail F. Goodman		46	Chairman, President and Chief Executive Officer
Ellen Brezniak		48	Vice President, Product Strategy
Nancie Freitas		45	Vice President and Chief Marketing Officer
Eric S. Groves		44	Senior Vice President, Sales and Business Development
Thomas C. Howd		47	Vice President, Services
Robert P. Nault		43	Vice President and General Counsel
Daniel A. Richards		47	Vice President, Engineering
Steven R. Wasserman		50	Vice President and Chief Financial Officer
Thomas Anderson(3)		44	Director
Robert P. Badavas(1)		54	Director
John Campbell(2)		59	Director
Michael T. Fitzgerald(1)(2)		54	Director
Patrick Gallagher(2)(3)		35	Director
William S. Kaiser(1)(3)		51	Director

(1)	Member of the audit committee.
(2)	Member of the compensation committee.
(3)	Member of the nominating and corporate governance committee.

Gail F. Goodman. Ms. Goodman has served as our Chief Executive Officer since April 1999, as a member of our board of directors since May 1999 and as Chairman of our board of directors since November 1999. Prior to joining us, Ms. Goodman served as Vice President, Commerce Products Group of Open Market, a provider of Internet commerce application software, from 1996 until 1998, as Vice President, Marketing of Progress Software Corporation, a developer and provider of application development tools and database software, from 1994 until 1996, as Director of Product Management of Dun & Bradstreet Software, a provider of enterprise resource planning software, from 1991 until 1994 and as Manager of Bain & Company, a business consulting firm, from 1987 until 1991. She holds a B.A. from the University of Pennsylvania and an M.B.A. from the Amos Tuck School of Dartmouth University.

Ellen Brezniak. Ms. Brezniak has served as Vice President, Product Strategy since September 2006. From September 2004 until September 2006, she served as Senior Vice President of Marketing and Product Management of GetConnected, Inc., a provider of transaction processing platforms for enabling the sale of digital services. From January 2001 until August 2004, Ms. Brezniak served as Vice President of Marketing of OutStart, Inc., an e-learning software company. Ms. Brezniak has also held leadership positions at Be Free, Inc., Open Market, and Progress Software, Inc. Ms. Brezniak holds a B.S. from Rensselaer Polytechnic Institute.

Nancie Freitas. Ms. Freitas joined us in November 2005 and has served as Vice President and Chief Marketing Officer since December 2006. In February 2005, Ms. Freitas founded The Freitas Group, a direct marketing and media firm, which she operated until joining us. From April 2000 until January 2005, she led the direct marketing services of Carat Business & Technology, a worldwide media agency. Ms. Freitas has also held leadership roles at CFO Magazine, Earthwatch Institute and Games Magazine. Ms. Freitas holds a B.A. from the University of Massachusetts.

Eric S. Groves. Mr. Groves has served as Senior Vice President, Sales and Business Development since January 2001. From October 1999 until December 2000, Mr. Groves served as Executive Director of Worldwide Sales & Business Development of Alta Vista Corporation, a provider of search services and technology. Mr. Groves has also held leadership positions at iAtlas Corp., InfoUSA Inc., MFS Communications Company, Inc., SBC Communications Inc. and Citigroup Inc. Mr. Groves holds a B.A. from Grinnell College and an M.B.A. from the University of Iowa.

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Thomas C. Howd. Mr. Howd has served as Vice President, Services since 2001. From 1999 until 2000, he served as Director, Production Engineering, of Direct Hit Technologies Inc., a provider of search technologies that was later acquired by Ask Jeeves, Inc. From 1998 until 1999, Mr. Howd served as Director of Support and Quality Assurance of Workgroup Technology Corporation, a product data management software provider. Mr. Howd also held leadership positions in engineering and professional services during his 11 year tenure at Marcam Corporation, a provider of software applications for manufacturing. Mr. Howd holds a B.S. from Williams College.

Robert P. Nault. Mr. Nault has served as Vice President and General Counsel since March 2007. Prior to joining us, Mr. Nault served as Senior Vice President, General Counsel and Secretary of RSA Security Inc., a provider of e-security technology solutions, from November 2005 until November 2006 after it was acquired by EMC Corporation in September 2006. Mr. Nault was Vice President and General Counsel of Med-i-Bank, Inc., a provider of software and services for electronic benefit payments from October 2004 to July 2005; Legal Consultant and Vice President and General Counsel of ON Technology Corporation, an enterprise software company, from March 2001 to May 2004; and Senior Vice President and General Counsel of The Pioneer Group, Inc., a financial services and alternative investments company, from 1995 to 2000. Before joining Pioneer, Mr. Nault was a member of the corporate department of Hale and Dorr LLP (now Wilmer Cutler Pickering Hale and Dorr LLP). Mr. Nault is a director of Vanderbilt Financial, LLC, an institutional investment fund. Mr. Nault holds a B.A. from the University of Rhode Island and a J.D. from Boston University School of Law.

Daniel A. Richards. Mr. Richards joined us in 1999 and has served as Vice President, Engineering since 2000. Prior to joining us, from 1995 to 1999, he served as a principal developer and as Vice President Engineering of Segue Software Inc., a software company specializing in automated testing applications. Mr. Richards has held a variety of developer and leadership positions at Mercury Computer Systems, Hewlett-Packard and Apollo Computer, Inc. Mr. Richards holds a B.S. from the State University of New York at Binghamton.

Steven R. Wasserman. Mr. Wasserman has served as Vice President and Chief Financial Officer since December 2005. Prior to joining us, he served as Vice President and Chief Financial Officer of Med-i-Bank, Inc., a provider of software and services for electronic benefit payments, from March 2004 until it was acquired by Metavante Corp. in July 2005. From January 2001 until March 2004, Mr. Wasserman served as Vice President and Chief Financial Officer of ON Technology Corporation, an enterprise software company that was acquired by Symantec Corporation. Mr. Wasserman has held leadership positions at The Pioneer Group, GTECH Holdings Corporation and EG&G, Inc. Mr. Wasserman holds a B.B.A. from the University of Michigan and an M.B.A. from Babson College.

Thomas Anderson. Mr. Anderson has served as one of our directors since January 2007. Mr. Anderson is the Senior Vice President, Direct to Consumer Channel of SLM Corporation. From January 2005 until January 2007, Mr Anderson was the President, Chief Executive Officer and a member of the board of directors of Upromise, Inc., which was acquired by SLM Corporation. From January 2003 until January 2005, he served as Chief Executive Officer of AmeriFee, LLC, a medical finance company owned by Capital One Financial Corporation. From 2001 until 2003, he served as a Senior Vice President of Capital One. Mr. Anderson holds a B.A. from Dartmouth College and a M.S. from the MIT Sloan School of Management.

Robert P. Badavas. Mr. Badavas has served as one of our directors since May 2007. He is the President and Chief Executive Officer of TAC Worldwide, a technical staffing and workforce solutions company owned by Goodwill Group of Japan. From November 2003 until becoming President and Chief Executive Officer in December 2005, he was the Executive Vice President and Chief Financial Officer of TAC Worldwide. From September 2001 to September 2003, Mr. Badavas served as Senior Principal and Chief Operating Officer of Atlas Venture, a venture capital firm. Mr. Badavas is a member of the board of directors of Hercules Technology Growth Capital, Inc., a publicly-traded specialty finance company, and Airvana, Inc, a provider of network infrastructure products. Mr. Badavas holds a B.S. in Accounting and Finance from Bentley College.

John Campbell. Mr. Campbell has served as one of our directors since March 1999 and is a private investor. From December 2005 until June 2006, he served as interim Chief Operating Officer of DFA Capital Management Inc., a risk management software company. He is a director of WAM Systems and DFA Capital

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Management, both privately held software companies. Mr. Campbell co-founded Marcam Corporation, a leading developer of ERP software, in 1980.

Michael T. Fitzgerald. Mr. Fitzgerald has served as one of our directors since July 2000. He is Managing General Partner and Founder of Commonwealth Capital Ventures. Prior to founding Commonwealth in 1995, he was a General Partner at Palmer Partners, the manager of four early stage venture funds, where he served since 1981. Mr. Fitzgerald holds a B.A. from Amherst College and an M.B.A. from the Harvard Business School.

Patrick Gallagher. Mr. Gallagher has served as one of our directors since June 2003. He is a Vice President of Morgan Stanley Venture Partners (MSVP) and Morgan Stanley and joined the firm in 1995. He has spent time in the Debt Capital Markets Group, Technology Corporate Finance Department, and MSVP. Prior to joining Morgan Stanley, Mr. Gallagher spent two years working in Toyota’s Corporate Treasury Department. In 2003, Mr. Gallagher rejoined MSVP after working in various business development roles at RealNames, a former MSVP portfolio company. Mr. Gallagher is a member of the board of directors of Core Security Technologies, a provider of information security software and services, and Immobilien Scout GmbH, a provider of services for the real estate market. He holds a B.A. in Economics and Literature from Claremont McKenna College.

William S. Kaiser. Mr. Kaiser has served as one of our directors since May 2006. Mr. Kaiser has been employed by Greylock Management Corporation, a venture capital firm, since May 1986 and has been one of the general partners of the Greylock Limited Partnerships since January 1988. Mr. Kaiser is a member of the board of directors of Red Hat, Inc., an open source solutions provider, and several private companies. Mr. Kaiser holds a B.S. from MIT and an M.B.A. from the Harvard Business School.

Board Composition

Our board of directors currently consists of seven members, all of whom were elected as directors pursuant to the terms of an investor rights agreement. The board composition provisions of our investor rights agreements will terminate upon the closing of this offering and there will be no further contractual obligations regarding the election of our directors. There are no family relationships among any of our directors or executive officers.

In accordance with the terms of our restated certificate of incorporation and second amended and restated bylaws that will become effective upon the closing of this offering, our board of directors will be divided into three classes, each of which shall consist, as nearly as possible, of one-third of the total number of directors constituting our entire board of directors and each of whose members will serve for staggered three year terms. As a result, only one class of our board of directors will be elected each year from and after the closing of this offering. Upon the closing of this offering, the members of the classes will be divided as follows:

•   the class I directors will be Messrs. Anderson and Fitzgerald, and their term will expire at the annual meeting of stockholders to be held in 2008;

•   the class II directors will be Messrs. Campbell and Gallagher, and their term will expire at the annual meeting of stockholders to be held in 2009; and

•   the class III directors will be Ms. Goodman and Messrs. Badavas and Kaiser, and their term will expire at the annual meeting of stockholders to be held in 2010.

Our restated certificate of incorporation and second amended and restated bylaws that will become effective upon the closing of this offering provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 662/3% of the votes that all of our stockholders would be entitled to cast in an annual election of directors. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. This classification of our board of directors may have the effect of delaying or preventing changes in control or management of our company.

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Director Independence

Under Rule 4350 of the Nasdaq Marketplace Rules, a majority of a listed company’s board of directors must be comprised of independent directors within one year of listing. In addition, Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Rule 4200(a)(15) of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

In May 2007, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our board of directors has determined that none of Messrs. Anderson, Badavas, Campbell, Fitzgerald, Gallagher and Kaiser, representing six of our seven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Rule 4200(a)(15) of the Nasdaq Marketplace Rules. Our board of directors also determined that Messrs. Badavas, Fitzgerald and Kaiser, who comprise our audit committee, Messrs. Campbell, Fitzgerald and Gallagher, who comprise our compensation committee, and Messrs. Anderson, Gallagher and Kaiser, who comprise our nominating and governance committee, satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq Marketplace Rules. In making this determination, our board of directors considered the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Committees

Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees will operate under a charter that has been approved by our board of directors to be effective upon completion of this offering. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, the Nasdaq Marketplace Rules and SEC rules and regulations.

Audit Committee

The members of our audit committee are Messrs. Badavas, Fitzgerald and Kaiser. Our board of directors has determined that each of the members of our audit committee satisfies the requirements for financial literacy under the current requirements of the Nasdaq Marketplace Rules. Mr. Badavas is the chairman of the audit committee and is also an “audit committee financial expert,” as defined by SEC rules and satisfies the financial sophistication requirements of the Nasdaq Global Market. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements.

The audit committee’s responsibilities include:

•   appointing, retaining, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

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•   overseeing the work of our independent registered public accounting firm, including the receipt and consideration of reports from the firm;

•   overseeing our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•   establishing procedures for the receipt and retention of accounting related complaints and concerns;

•   reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•   reviewing our policies and procedures for approving and ratifying related person transactions, including our related person transaction policy;

•   meeting independently with our independent registered public accounting firm and management; and

•   preparing the audit committee report required by SEC rules.

All audit services to be provided to us and all non-audit services, other than de minimus non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Compensation Committee

The members of our compensation committee are Messrs. Campbell, Fitzgerald and Gallagher. Mr. Campbell is the chairman of the committee. Our compensation committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The compensation committee’s responsibilities include:

•   reviewing and approving, or making recommendations to our board of directors with respect to, our chief executive officer’s compensation;

•   evaluating the performance of our executive officers and reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of our other executive officers;

•   overseeing and administering, and making recommendations to our board of directors with respect to, our cash and equity incentive plans;

•   granting equity awards pursuant to authority delegated by our board of directors;

•   reviewing, and making recommendations to our board of directors with respect to, director compensation; and

•   preparing the compensation committee reports required by SEC rules.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Messrs. Anderson, Gallagher and Kaiser. Mr. Anderson is the chairman of the committee. The nominating and corporate governance committee’s responsibilities include:

•   recommending to our board of directors the persons to be nominated for election as directors or to fill vacancies on our board of directors, and to be appointed to each of the board’s committees;

•   overseeing an annual review by our board of directors with respect to management succession planning;

•   developing and recommending to our board of directors corporate governance principles and guidelines; and

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•   overseeing periodic evaluations of our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or served during the year ended December 31, 2006, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our company, nor have they ever been an officer or employee of our company.

Code of Business Conduct and Ethics

We will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics will be available on our website at www.constantcontact.com. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Director Compensation

During the year ended December 31, 2006, none of our directors received any compensation for service as a member of our board of directors or board committees. Non-employee directors are reimbursed reasonable travel and other expenses incurred in connection with attending our board and committee meetings.

The following table sets forth information regarding compensation earned by each non-employee director during the year ended December 31, 2006.

	Option Awards			Total
Name	($)			($)
John Campbell		–			–
Michael T. Fitzgerald		–			–
Patrick Gallagher		–			–
William S. Kaiser		–			–
Nataly Kogan(1)		–			–
James Savage(1)		–			–
Paul L. Schaut(2)	$	311	(3)	$	311

(1)	Ms. Kogan and Mr. Savage each resigned from our board of directors on May 12, 2006.
(2)	Mr. Schaut resigned from our board of directors on May 6, 2007. As of December 31, 2006, Mr. Schaut held options to purchase an aggregate of 38,275 shares of our common stock. In January 2007, he exercised options to purchase 37,825 shares of our common stock.
(3)	Valuation of these option awards is based on the dollar amount of share based compensation that would have been recognized for financial statement reporting purposes in 2006 computed in accordance with SFAS 123R, excluding the impact of estimated forfeitures related to service-based vesting conditions (which in our case were none), had we used the modified prospective transition method pursuant to SFAS 123R. Under the modified prospective transition method, a portion of the grant date fair value determined under SFAS 123 of equity awards that are outstanding on January 1, 2006, the date we adopted SFAS 123R, is recognized over the awards’ remaining vesting periods. This amount would have been $311 for Mr. Schaut. The assumptions used by us with respect to the valuation of option awards are the same as those set forth in Note 6 to our financial statements included elsewhere in this prospectus.

In January 2007, in connection with his initial appointment to our board of directors, we granted Mr. Anderson an option to purchase 30,000 shares of our common stock, at an exercise price of $3.96 per share, which was the fair market value of our common stock on the date of grant as determined by our board of directors. These options will vest over a two-year period, with 12.5% of the shares underlying the option vesting on the three-month anniversary of the date of grant and an additional 12.5% of the shares underlying the option vesting

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each three months thereafter, subject to Mr. Anderson’s continued service as a director and, in the event of a change of control of us, the vesting schedule of these options will accelerate in full.

In June 2007, in connection with his initial appointment to our board of directors, we granted Mr. Badavas an option to purchase 30,000 shares of our common stock, at an exercise price of $8.96 per share, which was the fair market value of our common stock on the date of grant as determined by our board of directors. These options will vest over a two-year period, with 12.5% of the shares underlying the option vesting on the three-month anniversary of the date of grant and an additional 12.5% of the shares underlying the option vesting each three months thereafter, subject to Mr. Badavas’s continued service as a director and, in the event of a change of control of us, the vesting schedule of these options will accelerate in full.

In      2007, our board of directors approved a compensation program, which will become effective upon the closing of this offering, pursuant to which we will pay each non-employee director an annual retainer of $      for service as a director. Each non-employee director other than committee chairpersons will receive an additional annual fee of $      for service on the audit committee, $      for service on the compensation committee and $      for service on the nominating and corporate governance committee. The chairman of the audit committee will receive an additional annual retainer of $     , the chairman of the compensation committee will receive an additional annual retainer of $      and the chairman of the nominating and corporate governance committee will receive an additional annual retainer of $     . We will reimburse each non-employee member of our board of directors for out-of-pocket expenses incurred in connection with attending our board and committee meetings.

In addition, pursuant to our 2007 stock incentive plan each non-employee director will receive an option to purchase      shares of our common stock upon his or her initial appointment to our board of directors. These options will vest over a     -year period, with     % of the shares underlying the option vesting on the first anniversary of the date of grant and an additional     % of the shares underlying the option vesting each three months thereafter, subject to the non-employee director’s continued service as a director. The exercise price of these options will equal the fair market value of our common stock on the date of grant.

Each non-employee director will also receive an annual option grant to purchase     shares of our common stock at each annual meeting after which he or she continues to serve as a director, provided each such non-employee director has served on our board of directors for at least six months. All of these options will vest over a -year period, with     % of the shares underlying the option vesting on the first anniversary of the date of grant and an additional     % of the shares underlying the option vesting each  months thereafter, subject to the non-employee director’s continued service as a director. The exercise price of these options will equal the fair market value of our common stock on the date of grant. In the event of a change of control of us, the vesting schedule of these options will accelerate in full.

Executive Compensation

Compensation Discussion and Analysis

Overview

Our historical executive compensation programs were developed and implemented by our board of directors and compensation committee while we were a private company. Prior to 2005, our compensation programs, and the process by which they were developed, were less formal than that typically employed by a public company. Over the last two years, however, the compensation committee began to formalize its approach to the development of our executive compensation programs. In establishing executive compensation levels for 2006, the compensation committee reviewed published market surveys to provide current information regarding the competitiveness of our total cash compensation, which included base salaries and target bonuses. For 2007 compensation determinations, the compensation committee engaged an independent compensation consultant, DolmatConnell & Partners, to review and evaluate certain aspects of our compensation practices. As part of this evaluation, DolmatConnell developed a specific peer group of private and public software and technology companies with annual revenue less than $60 million to provide a comparative basis for our

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compensation practices and established base salary, bonus and long-term equity guidelines for our executives. The compensation committee reviewed the recommendations of DolmatConnell when it established the executive compensation program for 2007.

Other than our retention of DolmatConnell in late 2006, we have not retained any other compensation consultant to review our policies and procedures relating to executive compensation. In the future, we expect that our compensation committee will continue to engage a compensation consulting firm to provide advice and resources.

Objectives and Philosophy of Our Executive Compensation Programs

Our compensation committee’s primary objectives with respect to executive compensation are to:

•   attract, retain and motivate the best possible executive talent;

•   ensure executive compensation is aligned with our corporate strategies and business objectives;

•   promote the achievement of key financial and strategic performance measures by linking short- and long-term cash and equity incentives to the achievement of measurable corporate and, in some cases, individual performance goals; and

•   align the incentives of our executives with the creation of value for our stockholders.

Our compensation committee expects to continue to implement and maintain compensation plans to achieve these objectives. Our compensation plans and policies currently, and we expect will continue to, compensate executive officers with a combination of base salary, quarterly cash incentive bonuses, equity incentives and customary employee benefits. Historically, quarterly cash incentive bonuses have been tied to key financial metrics such as average monthly revenue growth, cash flow and earnings before interest, taxes, depreciation and amortization, or EBITDA, and, in the case of certain of our executive officers, the achievement of individual quarterly performance objectives. We have provided, and expect to continue providing, a portion of our executive compensation in the form of equity incentive awards that vest over time, which we believe helps to retain our executives and aligns their interests with those of our stockholders by allowing them to participate in the longer term success of our company as reflected in stock price appreciation. We intend to implement compensation packages for our executive officers generally in line with the median competitive levels of comparable public companies, with potential upside for better than planned performance.

Components of Our Executive Compensation Program

The primary elements of our executive compensation program are:

•   base salary;

•   quarterly cash incentive bonuses;

•   equity incentive awards; and

•   benefits and other compensation.

We have not had any formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, we have determined on a case-by-case basis the appropriate level and mix of the various compensation components.

Base Salaries. Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executive officers. Base salaries for our executives have sometimes been set in our offer letter to the executive at the outset of employment, which is the case with Gail F. Goodman, our President and Chief Executive Officer, and Steven R. Wasserman, our Vice President and Chief Financial Officer. None of our executives is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. However, from time to time in the discretion of

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our compensation committee, and consistent with our incentive compensation program objectives, base salaries for our executives, together with other components of compensation, are evaluated for adjustment based on an assessment of an executive’s performance and general compensation trends in our industry.

Cash Incentive Bonuses. Each year, including the years 2006 and 2007, we have established a cash incentive bonus plan for our executives, which provides for quarterly cash incentive bonus payments. The cash incentive bonuses are intended to compensate for the achievement of both company strategic and financial targets and, in the case of some executive officers, individual performance goals. Amounts payable under the annual cash incentive bonus plan are calculated as a percentage of the applicable executive’s base salary. The corporate financial targets are weighted 70% and the individual objectives are weighted 30% in the bonus analysis, except that the corporate financial targets were weighted 100% for Ms. Goodman and Eric S. Groves, our Senior Vice President, Sales and Business Development, in 2006, and are weighted 100% for Ms. Goodman in 2007. The corporate financial targets generally conform to the financial metrics contained in the internal business plan adopted by our board of directors. In 2006, the financial metrics were average monthly revenue growth and cash flow. In 2007, the financial metrics are average monthly revenue growth and EBITDA. In both 2006 and 2007, 90% of the portion of the bonus payout related to corporate financial targets is based on the average monthly revenue growth metric. In 2006, bonus payments based on average monthly revenue growth were paid out based on achieving a minimum target of at least 80% or 90% depending on the quarter with accelerators for achievement beginning at 115% or 120% depending on the quarter. In 2007, the minimum threshold for achievement is identical to 2006 levels with similar accelerators. Bonus payments based on cash flow and EBITDA targets are paid out only if the target metric is achieved. Individual objectives are necessarily tied to the particular area of expertise of the employee and his or her performance in attaining those objectives relative to external forces, internal resources utilized and overall individual effort. The compensation committee approves the corporate financial targets, the weighting of various goals for each executive and the formula for determining potential bonus amounts based on achievement of those goals. Ms Goodman sets the individual goals for the executives. The compensation committee works with the chief executive officer to develop corporate financial targets that they believe can be reasonably achieved with hard work over the next year.

The target bonus awards, as a percentage of base salary, for 2006 were 30% for Ms. Goodman and Mr. Groves, 33% for Thomas C. Howd, our Vice President, Services, and Daniel A. Richards, our Vice President, Engineering, and 24% for Mr. Wasserman. The target cash incentive bonuses awarded with respect to 2006 and set forth in the 2006 Summary Compensation Table below were split 15%, 25%, 25% and 35% for each of the four quarters respectively. In December 2006, our compensation committee approved the target bonus awards for 2007 for our executive officers. The target bonus awards, as a percentage of base salary, for 2007 are 45% for Ms. Goodman, 40% for Mr. Groves, 30% for Mr. Howd, 25% for Mr. Richards and 30% for Mr. Wasserman.

Equity Incentive Awards. Our equity award program is the primary vehicle for offering long-term incentives to our executives. Prior to this offering, our employees, including our executives, were eligible to participate in our 1999 Stock Option/Stock Issuance Plan. Following the completion of this offering, we will continue to grant our employees, including our executives, stock-based awards pursuant to the 2007 Stock Incentive Plan, which will become effective upon the completion of this offering. Under the 2007 Stock Incentive Plan, our employees, including our executives, will be eligible to receive grants of stock options, restricted stock awards, and other stock-based equity awards at the discretion of our compensation committee.

Although we do not have any formal equity ownership guidelines for our executives, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe the vesting feature of our equity grants furthers our goal of executive retention because this feature provides an incentive to our executives to remain in our employment during the vesting period. In determining the size of equity grants to our executives, our compensation committee considers comparative share ownership of executives in our compensation peer group, our company-level performance, the applicable executive’s performance, the amount of equity previously awarded to the executive, the vesting of such awards and the recommendations of management.

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We typically make an initial equity award of stock options or restricted stock to new executives in connection with the start of their employment. Grants of equity awards, including those to executives, are all approved by our board of directors or our compensation committee and are granted based on the fair market value of our common stock. Historically, the equity awards we have granted to our executives have vested as to 25% of such awards at the end of the first year and in equal quarterly installments over the succeeding three years. This vesting schedule is consistent with the vesting of stock options granted to other employees. In 2006, following the recommendation of our compensation committee, our board of directors approved new equity awards to reestablish or bolster incentives to retain employees, including executives who had been with us for a significant time. In determining the equity awards for each of the executives set forth on the 2006 Grants of Plan-Based Awards table below, our board of directors took into account company performance, the applicable executive’s performance and, for the December 2006 grant, the equity guidelines recommended by DolmatConnell. As a result, in February 2006 our board of directors granted options to Ms. Goodman, Mr. Groves, Mr. Howd and Mr. Richards to purchase 10,000, 10,000, 35,000 and 15,000 shares of common stock, respectively. The exercise price of these options is $1.42 per share, which was the fair market value of our common stock on the date of grant. In December 2006, our board of directors granted options to Ms. Goodman, Mr. Groves, Mr. Howd, Mr. Richards and Mr. Wasserman to purchase 90,000, 15,000, 20,000, 15,000 and 30,000 shares of common stock, respectively. The exercise price of these options is $3.96 per share, which was the fair market value of our common stock on the date of grant. At the discretion of our compensation committee, we expect to continue to approve annually new equity awards to certain of our employees and executives consistent with our overall incentive compensation program objectives.

Also, in 2006, we engaged an independent business valuation firm to assist our board of directors in determining the fair market value of our common stock for purposes of equity grants. Valuation reports were prepared by that firm as of April, July and October 2006 and the valuation data set forth in those reports were considered by our board of directors in the determination of the fair market value of our common stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies.”

We do not currently have a program, plan or practice of selecting grant dates for equity compensation to our executive officers in coordination with the release of material non-public information. Equity award grants are made from time to time in the discretion of our board of directors or compensation committee consistent with our incentive compensation program objectives. It is anticipated that following the completion of this offering, our board of directors will consider implementing a grant date policy for our executive officers.

Benefits and Other Compensation. We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life and disability insurance, a 401(k) plan, an employee assistance program, maternity and paternity leave plans and standard company holidays. Our executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees, except that we pay for parking for our executive officers.

Tax Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our chief executive officer and our four other most highly paid executive officers. Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. We periodically review the potential consequences of Section 162(m) and we generally intend to structure the performance-based portion of our executive compensation, where feasible, to comply with exemptions in Section 162(m) so that the compensation remains tax deductible to us. However, the compensation committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

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2006 Summary Compensation Table

The following table sets forth information regarding compensation earned by our president and chief executive officer, our vice president and chief financial officer, each of our three other most highly compensated executive officers and a former executive officer during the year ended December 31, 2006. We refer to these executive officers as our “named executive officers” elsewhere in this prospectus.

							Non-Equity
			Stock		Option		Incentive Plan		All Other
	Salary		Awards		Awards		Compensation		Compensation			Total
Name and Principal Position	($)		($)(1)		($)(1)		($)(2)		($)(3)			($)
Gail F. Goodman	$	250,000		–	$	13,352	$	69,748	$	840		$	333,940
President and Chief Executive Officer
Steven R. Wasserman	$	165,000	$	1,883	$	1,295	$	38,161	$	840		$	207,179
Vice President and Chief Financial Officer
Eric S. Groves	$	200,000		–	$	5,191	$	55,797	$	840		$	261,828
Senior Vice President, Sales and Business Development
Thomas C. Howd	$	150,000		–	$	9,235	$	47,702	$	840		$	207,777
Vice President, Services
Daniel A. Richards	$	150,000		–	$	5,256	$	45,563	$	840		$	201,659
Vice President, Engineering
Richard H. Turcott(4)	$	165,000		–	$	3,297	$	55,797	$	88,310	(5)	$	312,404
Former Chief Marketing Officer

(1)	Valuation of these stock and option awards is based, in part, on the dollar amount of share based compensation recognized for financial statement reporting purposes in 2006 computed in accordance with SFAS 123R, excluding the impact of estimated forfeitures related to service-based vesting conditions (which in our case were none). We arrive at these amounts by taking the compensation cost for these awards calculated under SFAS 123R on the date of grant, and recognize this cost over the period in which the named executive officer must provide services in order to earn the award, typically four years. The reported amounts include additional amounts that were not recognized for financial statement reporting purposes in 2006, resulting from requirements of the SEC to report in this summary compensation table awards made prior to 2006 using the modified prospective transition method pursuant to SFAS 123R. Under the modified prospective transition method, a portion of the grant date fair value determined under SFAS 123R of equity awards that are outstanding on January 1, 2006, the date we adopted SFAS 123R, is recognized over those awards’ remaining vesting periods. This additional amount is $7,445 for Ms. Goodman, $1,883 for Mr. Wasserman, $2,522 for Mr. Groves, $1,304 for Mr. Howd, $1,577 for Mr. Richards and $1,275 for Mr. Turcott. The assumptions used by us with respect to the valuation of stock and option awards are the same as those set forth in Note 6 to our financial statements included elsewhere in this prospectus. The individual awards reflected in the summary compensation table are further described below in the table “2006 Grants of Plan-Based Awards.”
(2)	The amounts shown were paid during 2006 and in January 2007 to each of the named executive officers for the achievement in 2006 of specified performance objectives under our 2006 Executive Incentive Plan.
(3)	The amounts shown reflect life insurance premiums and parking costs paid by us in 2006 on behalf of each of the named executive officers.
(4)	Mr. Turcott resigned as our Chief Marketing Officer in December 2006.
(5)	This amount includes a severance payment of $82,500 paid to Mr. Turcott in January 2007 and $4,970 for the costs of providing medical and dental benefits for six months in connection with his resignation.

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2006 Grants of Plan-Based Awards

The following table sets forth information regarding grants of awards made to our named executive officers during the year ended December 31, 2006.

All Other

Option

Awards:

Grant Date

Estimated Future Payouts Under

Number of

Exercise or

Fair Value

Non-Equity Incentive Plan Awards

Securities

Base Price of

of Option

Grant

Threshold

Target

Maximum

Underlying

Option Awards

Awards

Name

Date

($)

($)(1)

($)

Options (#)

($/share)(2)

($)(3)

Gail F. Goodman

–

–

$

75,000

–

–

–

–

2/9/06

–

–

–

10,000

$

1.42

$

9,100

12/7/06

–

–

–

90,000

$

3.96

$

226,880

Steven R. Wasserman

–

–

$

40,000

–

–

–

–

12/7/06

–

–

–

30,000

$

3.96

$

75,600

Eric S. Groves

–

–

$

60,000

–

–

–

–

2/9/06

–

–

–

10,000

$

1.42

$

9,100

12/7/06

–

–

–

15,000

$

3.96

$

37,800

Thomas C. Howd

–

–

$

50,000

–

–

–

–

2/9/06

–

–

–

35,000

$

1.42

$

31,850

12/7/06

–

–

–

20,000

$

3.96

$

50,400

Daniel A. Richards

–

–

$

50,000

–

–

–

–

2/9/06

–

–

–

15,000

$

1.42

$

13,650

12/7/06

–

–

–

15,000

$

3.96

$

37,800

Richard H. Turcott

–

–

$

60,000

–

–

–

–

2/9/06

–

–

–

10,000

$

1.42

$

9,100

(1)	Our 2006 Executive Incentive Plan was approved by the compensation committee of the board of directors on February 9, 2006 (with respect to the first two quarters of 2006) and August 28, 2006 (with respect to the final two quarters of 2006). For 2006, payouts under the 2006 Executive Incentive Plan were contingent upon the achievement of certain quarterly financial performance goals, including average monthly revenue growth targets and cash flow targets, and, with the exception of Ms. Goodman and Messrs. Grove and Turcott, individual objectives. Thirty percent of the potential payouts to Messrs. Howd, Richards and Wasserman were contingent upon their ability to achieve individual quarterly objectives determined in advance by Ms. Goodman. There was no maximum payout under the 2006 Executive Incentive Plan.
(2)	In determining the exercise price for the options granted to each of the named executive officers, for option grants in the first quarter of 2006 our board of directors utilized the guideline public company method and considered a number of factors including peer group trading multiples, the amount of preferred stock liquidation preferences, the illiquid nature of our common stock, our small size, our lack of historical profitability, our short-term cash requirements and the redemption rights of our preferred stockholders. For grants during the remainder of 2006, our board utilized the guideline public company method and the discounted future cash flow method, which involves applying appropriate discount rates to estimated cash flows that are based on our forecasts of revenue, costs and capital. These methodologies are then used to calculate four different valuation outcomes, which were then probability weighted. The possible outcomes considered were a sale of the company, an initial public offering, dissolution and continuing operations as a private company. For additional discussion of our methodology for determining the fair value of our common stock, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.”
(3)	Valuation of these options is based on the aggregate dollar amount of share based compensation recognized for financial statement reporting purposes computed in accordance with SFAS 123R over the term of these options, excluding the impact of estimated forfeitures related to service-based vesting conditions (which in our case were none). The assumptions used by us with respect to the valuation of stock and option awards are set forth in Note 6 to our financial statements included elsewhere in this prospectus.

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2006 Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding option awards held by our named executive officers at December 31, 2006.

	Option Awards										Stock Awards
	Number of			Number of
	Securities			Securities							Number of			Market Value
	Underlying			Underlying							Shares or Units			of Shares or
	Unexercised			Unexercised			Option				of Stock That			Units of Stock
	Options			Options			Exercise		Option		Have Not			That Have Not
	Exercisable			Unexercisable			Price		Expiration		Vested			Vested
Name	(#)			(#)			($)		Date		(#)			($)
Gail F. Goodman		4,000	(1)		–		$	47.00		6/7/2010		–			–
		8,651			17,302	(2)	$	0.05		10/23/2013		–			–
		14,802			66,609	(3)	$	0.08		2/10/2015		–			–
		–			10,000	(4)	$	1.42		2/9/2016		–			–
		–			90,000	(5)	$	3.96		12/7/2016		–			–
Steven R. Wasserman		–			30,000	(6)	$	3.96		12/7/2016		–			–
		–			–			–		–		110,775	(7)	$	438,669	(8)
Eric S. Groves		2,250	(9)		–		$	54.00		12/7/2011		–			–
		8,651			17,302	(10)	$	0.05		10/23/2013		–			–
		4,987			22,439	(11)	$	0.08		2/10/2015		–			–
		–			10,000	(12)	$	1.42		2/9/2016		–			–
		–			15,000	(13)	$	3.96		12/7/2016		–			–
Thomas C. Howd		1,000	(14)		–		$	54.00		6/12/2011		–			–
		3,430	(15)		–		$	2.00		9/7/2011		–			–
		4,325			17,302	(16)	$	0.05		10/23/2013		–			–
		1,298			11,679	(17)	$	0.08		2/10/2015		–			–
		–			35,000	(18)	$	1.42		2/9/2016		–			–
		–			20,000	(19)	$	3.96		12/7/2016		–			–
Daniel A. Richards		500	(20)		–		$	27.00		9/16/2009		–			–
		500	(21)		–		$	27.00		1/12/2010		–			–
		750	(22)		–		$	47.00		6/7/2010		–			–
		7,634	(23)		–		$	2.00		9/7/2011		–			–
		8,651			8,651	(24)	$	0.05		10/23/2013		–			–
		11,354			14,598	(25)	$	0.08		2/10/2015		–			–
		–			15,000	(26)	$	1.42		2/9/2016		–			–
		–			15,000	(27)	$	3.96		12/7/2016		–			–
Richard H. Turcott		43,750			56,250	(28)	$	0.08		2/10/2015		–			–
		–			10,000	(29)	$	1.42		2/9/2016		–			–

(1)	Our board of directors granted this option to Ms. Goodman on December 7, 2000 and the shares underlying such option were fully vested by December 7, 2004.
(2)	Our board of directors granted this option to Ms. Goodman on October 23, 2003. Twenty-five percent of the shares underlying this option vested on October 23, 2004 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on January 23, 2005, subject to continued employment. As of December 31, 2006, Ms. Goodman had exercised a portion of this option to purchase 43,253 shares of common stock.
(3)	Our board of directors granted this option to Ms. Goodman on February 10, 2005. Twenty-five percent of the shares underlying this option vested on February 10, 2006 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 10, 2006, subject to continued employment. As of December 31, 2006, Ms. Goodman had exercised a portion of this option to purchase 37,004 shares of common stock.
(4)	Our board of directors granted this option to Ms. Goodman on February 9, 2006. Twenty-five percent of the shares underlying this option vest on February 9, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 9, 2007, subject to continued employment.

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(5)	Our board of directors granted this option to Ms. Goodman on December 7, 2006. Twenty-five percent of the shares underlying this option vest on December 7, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on March 7, 2008, subject to continued employment.
(6)	Our board of directors granted this option to Mr. Wasserman on December 7, 2006. Twenty-five percent of the shares underlying this option vest on December 7, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on March 7, 2008, subject to continued employment.
(7)	On December 8, 2005, our board of directors granted to Mr. Wasserman the right to purchase 147,700 shares of restricted common stock for a purchase price of $0.08 per share, which shares Mr. Wasserman purchased. The restrictions on the shares lapsed as to 25% of the shares on December 8, 2006 and the restrictions on the remaining 75% of the shares lapse in 12 equal quarterly installments beginning on March 8, 2007, subject to continued employment.
(8)	There was no public market for our common stock on December 31, 2006. This value was determined by multiplying the number of restricted shares for which the restrictions had not lapsed by the fair market value of our common stock on December 31, 2006, or $3.96 per share, as determined by our board of directors. For discussion of our methodology for determining the fair value of our common stock, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.”
(9)	Our board of directors granted this option to Mr. Groves on December 7, 2001 and the shares underlying such option were fully vested by December 7, 2005.
(10)	Our board of directors granted this option to Mr. Groves on October 23, 2003. Twenty-five percent of the shares underlying this option vested on October 23, 2004 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on January 23, 2005, subject to continued employment. As of December 31, 2006, Mr. Groves had exercised a portion of this option to purchase 43,253 shares of common stock.
(11)	Our board of directors granted this option to Mr. Groves on February 10, 2005. Twenty-five percent of the shares underlying this option vested on February 10, 2006 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 10, 2006, subject to continued employment. As of December 31, 2006, Mr. Groves had exercised a portion of this option to purchase 12,465 shares of common stock.
(12)	Our board of directors granted this option to Mr. Groves on February 9, 2006. Twenty-five percent of the shares underlying this option vest on February 9, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 9, 2007, subject to continued employment.
(13)	Our board of directors granted this option to Mr. Groves on December 7, 2006. Twenty-five percent of the shares underlying this option vest on December 7, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on March 7, 2008, subject to continued employment.
(14)	Our board of directors granted this option to Mr. Howd on June 12, 2001 and the shares underlying such option were fully vested by June 12, 2005.
(15)	Our board of directors granted this option to Mr. Howd on September 7, 2001 and the shares underlying such option were fully vested by September 7, 2005.
(16)	Our board of directors granted this option to Mr. Howd on October 23, 2003. Twenty-five percent of the shares underlying this option vested on October 23, 2004 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on January 23, 2005, subject to continued employment. As of December 31, 2006, Mr. Howd had exercised a portion of this option to purchase 47,579 shares of common stock.
(17)	Our board of directors granted this option to Mr. Howd on February 10, 2005. Twenty-five percent of the shares underlying this option vested on February 10, 2006 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 10, 2006, subject to continued employment. As of December 31, 2006, Mr. Howd had exercised a portion of this option to purchase 7,785 shares of common stock.
(18)	Our board of directors granted this option to Mr. Howd on February 9, 2006. Twenty-five percent of the shares underlying this option vest on February 9, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 9, 2007, subject to continued employment.
(19)	Our board of directors granted this option to Mr. Howd on December 7, 2006. Twenty-five percent of the shares underlying this option vest on December 7, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on March 7, 2008, subject to continued employment.
(20)	Our board of directors granted this option to Mr. Richards on September 16, 1999 and the shares underlying such option were fully vested by September 16, 2003.
(21)	Our board of directors granted this option to Mr. Richards on January 12, 2000 and the shares underlying such option were fully vested by January 12, 2004.
(22)	Our board of directors granted this option to Mr. Richards on June 7, 2000 and the shares underlying such option were fully vested by June 7, 2004.
(23)	Our board of directors granted this option to Mr. Richards on September 7, 2001 and the shares underlying such option were fully vested by September 7, 2005.

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(24)	Our board of directors granted this option to Mr. Richards on October 23, 2003. Twenty-five percent of the shares underlying this option vested on October 23, 2004 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on January 23, 2005, subject to continued employment. As of December 31, 2006, Mr. Richards had exercised a portion of this option to purchase 17,301 shares of common stock.
(25)	Our board of directors granted this option to Mr. Richards on February 10, 2005. Twenty-five percent of the shares underlying this option vested on February 10, 2006 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 10, 2006, subject to continued employment.
(26)	Our board of directors granted this option to Mr. Richards on February 9, 2006. Twenty-five percent of the shares underlying this option vest on February 9, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 9, 2007, subject to continued employment.
(27)	Our board of directors granted this option to Mr. Richards on December 7, 2006. Twenty-five percent of the shares underlying this option vest on December 7, 2007 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on March 7, 2008, subject to continued employment.
(28)	Our board of directors granted this option to Mr. Turcott on February 10, 2005. Twenty-five percent of the shares underlying this option vested on February 10, 2006 and the remaining 75% of the shares underlying this option vest in 12 equal quarterly installments beginning on May 10, 2006. The unvested shares were forfeited by Mr. Turcott following his resignation from the company.
(29)	Our board of directors granted this option to Mr. Turcott on February 9, 2006. Twenty-five percent of the shares underlying this option were scheduled to vest on February 10, 2006 and the remaining 75% of the shares underlying this option were scheduled to vest in 12 equal quarterly installments beginning on May 10, 2006. This option was forfeited by Mr. Turcott following his resignation from the company.

2006 Option Exercises and Stock Vested

The following table sets forth information regarding options exercised by our named executive officers during the year ended December 31, 2006.

	Option Awards					Stock Awards
	Number of
	Shares					Number of Shares
	Acquired on			Value Realized on		Acquired on Vesting			Value Realized on
Name	Exercise (#)			Exercise ($)		(#)			Vesting ($)(1)
Gail F. Goodman		45,654	(2)	$	168,723		–			–
Steven R. Wasserman		–			–		36,925	(3)	$	146,223
Eric S. Groves		21,115	(4)	$	44,576		–			–
Thomas C. Howd		20,761	(5)	$	51,377		–			–
Daniel A. Richards		–			–		–			–
Richard H. Turcott		–			–		–			–

(1)	For a description of our methodology for determining the fair value of our common stock, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.”
(2)	Ms. Goodman exercised these options, which were granted pursuant to two separate option grants, in June 2006. At that time, there was no public market for our common stock. The value realized has been calculated by taking the fair market value of our common stock in June 2006 as determined by our board of directors, or $3.77 per share, less the per share exercise price of each option multiplied by the number of stock options exercised.
(3)	These shares of restricted stock vested on December 7, 2006. At that time, there was no public market for our common stock. The value realized has been calculated by taking the fair market value of our common stock in December 2006, as determined by our board of directors, or $3.96 per share, multiplied by the number of vested shares.
(4)	Mr. Groves exercised these options, which were granted under two separate option grants, in March 2006 and June 2006. At that time, there was no public market for our common stock. The value realized for the March 2006 exercise date has been calculated by taking the fair market value of our common stock in March 2006 as determined by our board of directors, or $1.42 per share, less the per share exercise price multiplied by the number of stock options exercised. The value realized for the June 2006 exercise date has been calculated by taking the fair market value of our common stock in June 2006 as determined by our board of directors, or $3.77 per share, less the per share exercise price of each option multiplied by the number of stock options exercised.
(5)	Mr. Howd exercised these options, which were granted under two separate option grants, in March 2006 and September 2006. At that time, there was no public market for our common stock. The value realized for the March 2006 exercise date has been

74

calculated by taking the fair market value of our common stock in March 2006 as determined by our board of directors, or $1.42 per share, less the per share exercise price multiplied by the number of stock options exercised. The value realized for the September 2006 exercise date has been calculated by taking the fair market value of our common stock in September 2006 as determined by our board of directors, or $3.48 per share, less the per share exercise price of each option multiplied by the number of stock options exercised.

Employment Agreements

We do not have formal employment agreements with any of our named executive officers. As a condition to their employment, each named executive officer entered into a non-competition, non-disclosure and non-solicitation agreement. Pursuant to these agreements, each named executive officer has agreed not to compete with us or to solicit our employees during their employment and for a period of one year after their termination, to protect our confidential and proprietary information and to assign to us all intellectual property conceived of or developed during the term of their employment.

We entered into an offer letter with Ms. Goodman on April 14, 1999 that sets forth the terms of her employment as our chief executive officer. Ms. Goodman’s initial annual base salary was $100,000 and she was eligible to earn an annual bonus of $30,000. Ms. Goodman’s base salary has been adjusted by our board of directors and is currently $275,900 and she is eligible to earn an annual bonus for 2007 of $124,100. Pursuant to the offer letter, our board of directors granted Ms. Goodman the right to purchase 5,500 shares of restricted common stock at a purchase price of $27.00 per share. The restricted shares vested as to 12.5% on October 5, 1999 and as to 6.25% each quarter thereafter. In the event Ms. Goodman’s employment is terminated by us without cause, the offer letter provides that she will be entitled to receive six months base salary and health insurance benefits.

We entered into an offer letter with Mr. Wasserman on December 1, 2005 that sets forth the terms of his employment as our vice president and chief financial officer. Mr. Wasserman’s initial annual base salary under the offer letter was $165,000. Mr. Wasserman’s base salary has been adjusted by our board of directors and is currently $192,300. Pursuant to the offer letter, our board of directors granted Mr. Wasserman the right to purchase 147,700 shares of restricted common stock at a purchase price of $0.08 per share. The grant was effective on December 8, 2005, with 25% of the restricted shares vesting at the end of Mr. Wasserman’s first year of employment, and 6.25% of the restricted shares vesting each quarter thereafter. In the event of a change of control of our company, 50% of the unvested restricted shares will become vested. In addition, if Mr. Wasserman is terminated within the first year after the change of control, the offer letter provides that the remaining unvested restricted shares will vest. If Mr. Wasserman’s employment is terminated by us without cause, or if there is a significant change in his responsibilities or location that is unacceptable to him, he will be entitled to receive six months salary and medical coverage for himself and his dependents for six months from the date of his termination.

We entered into a letter agreement with Mr. Turcott on December 6, 2006 regarding his resignation from the company. Under the terms of the letter agreement, the final date of Mr. Turcott’s employment with us was January 1, 2007, and he received a lump sum severance payment of $82,500, accrued unused vacation time and a fourth quarter 2006 bonus of $19,677. We agreed to pay the cost of his and his eligible dependent’s health and dental benefits through June 30, 2007 (or until the date he becomes eligible for similar benefits of another employer, if earlier) and he was eligible to receive three months of outplacement services. Mr. Turcott would only be entitled to the severance payment if he agreed to abide by the terms of the non-competition, nondisclosure and non-solicitation agreement.

Potential Payments Upon Termination or Change of Control

In addition to the offer letters with Ms. Goodman and Mr. Wasserman described above, the option agreements with each of our executive officers and the restricted stock agreement with Mr. Wasserman provide that in the event of a change of control, 50% of then unvested shares or options subject to such agreements shall become

75

vested. In addition, under these agreements, if the executive officer’s employment is terminated within 12 months after the change of control, any remaining unvested shares or options subject to these agreements shall become vested. For these purposes, “change of control” generally means the consummation of the following: (a) the sale, transfer or other disposition of substantially all of our assets to a third party entity, (b) a merger or consolidation of our company with a third party entity, or (c) a transfer of more than 50% of the outstanding voting equity of our company to a third party entity (other than in a financing transaction involving the additional issuance of our securities).

The table below shows the benefits potentially payable to each of our executive officers if he or she was terminated without cause, if there was a change of control of our company, and if he or she was terminated within 12 months after a change of control. These amounts are calculated on the assumption that the employment termination and change of control both took place on December 31, 2006.

							Additional Benefits Payable Upon
	Benefits Payable Upon				Benefits Payable Upon a		Termination Within 12 Months of a
	Termination Without Cause				Change of Control		Change of Control
	Severance		Medical/
Name	Payments		Dental(1)		Equity Benefits(2)		Equity Benefits(2)
Gail F. Goodman	$	137,950	$	5,835	$	175,748	$	175,745
Steven R. Wasserman	$	96,150	$	5,835	$	219,336	$	219,333
Eric S. Groves		–		–	$	90,059	$	90,016
Thomas C. Howd		–		–	$	100,934	$	100,930
Daniel A. Richards		–		–	$	64,285	$	64,281

(1)

Calculated based on the estimated cost to us of providing these benefits.

(2)

This amount is equal to (a) the number of option shares or restricted shares that would vest, assuming a December 31, 2006 change of control and employment termination, multiplied by (b) in the case of options, the excess of $3.96 over the exercise price of the option or, in the case of restricted stock, $3.96. $3.96 represents the fair market value of our common stock in December 2006 as determined by our board of directors.

Stock Option and Other Compensation Plans

1999 Stock Option/Stock Issuance Plan

Our 1999 Stock Option/Stock Issuance Plan, as amended, which we refer to as the 1999 stock plan, was adopted by our board of directors and approved by our stockholders in March 1999. A maximum of 4,311,041 shares of common stock are authorized for issuance under the 1999 stock plan.

The 1999 stock plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock and other stock-based awards. Our employees, officers, directors, consultants and advisors are eligible to receive awards under the 1999 stock plan; however, incentive stock options may only be granted to our employees. In accordance with the terms of the 1999 stock plan, our board of directors, or a committee appointed by our board of directors, administers the 1999 stock plan and, subject to any limitations in the 1999 stock plan, selects the recipients of awards and determines:

•   the number of shares of common stock covered by options and the dates upon which those options become exercisable;

•   the exercise price of options;

•   the duration of options;

•   the methods of payment of the exercise price of options; and

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•   the number of shares of common stock subject to any restricted stock or other stock-based awards and the terms and conditions of those awards, including the conditions for repurchase, issue price and repurchase price.

Unless otherwise provided in any individual option agreement, in the event of our merger or consolidation with or into another entity or the sale of all or substantially all of our assets as a result of which our common stock is converted into the right to receive securities, cash or other property, or in the event of our liquidation, our board of directors or the board of directors of any corporation assuming our obligations shall, in its discretion, provide that all outstanding options under the 1999 stock plan be assumed or substituted for by the successor corporation. Alternatively, our board of directors may provide written notice to option holders that all unexercised options will become exercisable in full prior to completion of the reorganization event, and will terminate if not exercised prior to that time. If under the terms of the reorganization event holders of our common stock receive cash for their surrendered shares, our board of directors may instead provide for a cash-out of the value of any outstanding options based on the surrender value less the applicable exercise price. Our board of directors may also provide that each outstanding option shall terminate in exchange for a cash payment equal to the fair market value of our common stock less the applicable exercise price.

Our board of directors may at any time modify or amend the 1999 stock plan in any respect, except that stockholder approval will be required for any revision that is required to comply with applicable law, and provided further that optionholder approval will be required for any modification that affects the optionholder’s rights under any outstanding options.

As of March 31, 2007, there were options to purchase 1,286,401 shares of common stock outstanding under the 1999 stock plan at a weighted average exercise price of $2.68 per share, and 2,236,817 shares of common stock were issued pursuant to the exercise of options granted under the 1999 stock plan. After the effective date of the 2007 stock incentive plan described below, we will grant no further stock options or other awards under the 1999 stock plan. However, any shares of common stock reserved for issuance under the 1999 stock plan that remain available for issuance at the time of the discontinuance and any shares of common stock subject to awards under the 1999 stock plan that expire, terminate, or are otherwise surrendered, canceled, forfeited or repurchased by us will be added to the number of shares available under the 2007 stock incentive plan up to a specified number of shares.

2007 Stock Incentive Plan

Our 2007 stock incentive plan, which will become effective on the date that the registration statement for this offering is declared effective, was adopted by our board of directors on          , 2007 and approved by our stockholders on          , 2007. The 2007 stock incentive plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards. Upon effectiveness of the plan, the number of shares of common stock that will be reserved for issuance under the 2007 stock incentive plan will be           shares plus the number of shares of common stock then available for issuance under the 1999 stock plan and the number of shares of common stock subject to awards granted under the 1999 stock plan which expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right, up to a maximum of           shares.

In addition, our 2007 stock incentive plan contains an “evergreen provision” that allows for an annual increase in the number of shares available for issuance under our 2007 stock incentive plan on the first day of each year beginning in 2008 and ending on the second day of 2017. The annual increase in the number of shares shall be equal to the lowest of:

•   shares;

•   5% of the aggregate number of shares of common stock outstanding on the first day of the year; and

•   an amount determined by our board of directors.

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Under this provision, no annual increase shall be made to the extent that the number of shares of common stock available for issuance under the 2007 stock incentive plan and all other employee or director equity incentive plans would exceed 30% of our outstanding shares on the first day of the applicable fiscal year.

Our employees, officers, directors, consultants and advisors are eligible to receive awards under our 2007 stock incentive plan; however, incentive stock options may only be granted to our employees. The maximum number of shares of common stock with respect to which awards may be granted to any participant under the plan is           per calendar year.

Our 2007 stock incentive plan provides for the automatic grant of options to members of our board of directors who are not our employees. Each non-employee director will receive an option to purchase           shares of our common stock upon his or her initial appointment to our board of directors. Each non-employee director will also receive an annual option grant to purchase           shares of our common stock at each annual meeting of stockholders after which he or she continues to serve as a director, provided each such non-employee director has served on our board of directors for at least           months. All of these options will vest over a     -year period, with     % of the shares underlying the option vesting on the           anniversary of the date of grant and an additional     % of the shares underlying the option vesting each           months thereafter, subject to the non-employee director’s continued service as a director. The exercise price of these options will equal the fair market value of our common stock on the date of grant. Our board of directors can increase or decrease the number of shares subject to options granted to non-employee directors and can issue restricted stock or other stock-based awards in addition to some or all of the options otherwise issuable.

Our 2007 stock incentive plan is administered by our board of directors. Pursuant to the terms of the 2007 stock incentive plan and to the extent permitted by law, our board of directors may delegate authority under the 2007 stock incentive plan to one or more committees or subcommittees of our board of directors or to our executive officers. Our board of directors or any committee to whom our board of directors delegates authority selects the recipients of awards and determines:

•   the number of shares of common stock covered by options and the dates upon which the options become exercisable;

•   the exercise price of options;

•   the duration of the options; and

•   the number of shares of common stock subject to any restricted stock or other stock-based awards and the terms and conditions of such awards, including conditions for repurchase, issue price and repurchase price.

If our board of directors delegates authority to an executive officer to grant awards under the 2007 stock incentive plan, the executive officer has the power to make awards to all of our employees, except executive officers. Our board of directors will fix the terms of the awards to be granted by such executive officer, including the exercise price of such awards, and the maximum number of shares subject to awards that such executive officer may make.

If a merger or other reorganization event occurs, our board of directors shall provide that all of our outstanding options are to be assumed or substituted by the successor corporation. In the event the succeeding corporation does not agree to assume, or substitute for, outstanding options, then our board of directors shall provide that all unexercised options will become exercisable in full prior to the completion of the event and that these options will terminate upon the completion of the merger or other reorganization event if not previously exercised. Our board of directors may also provide for a cash out of the value of any outstanding options.

No award may be granted under the 2007 stock incentive plan after               , 2017, but the vesting and effectiveness of awards granted before that date may extend beyond that date. Our board of directors may

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amend, suspend or terminate the 2007 stock incentive plan at any time, except that stockholder approval will be required for any revision that would materially increase the number of shares reserved for issuance, expand the types of awards available under the plan, materially modify plan eligibility requirements, extend the term of the plan or materially modify the method of determining the exercise price of options granted under the plan, or otherwise as required to comply with applicable law or stock market requirements.

2007 Employee Stock Purchase Plan

Our 2007 employee stock purchase plan, which we refer to as the purchase plan, was adopted by our board of directors and approved by our stockholders in                2007 and will become effective upon the completion of this offering. We have reserved a total of           shares of our common stock for issuance to participating employees under the purchase plan.

All of our employees, including our directors who are employees and all employees of any of our participating subsidiaries, who have been employed by us for at least           months prior to enrolling in the purchase plan, who are employees on the first day of the purchase plan period, and whose customary employment is for more than 20 hours a week and more than five months in any calendar year, will be eligible to participate in the purchase plan. Employees who would, immediately after being granted an option to purchase shares under the purchase plan, own 5% or more of the total combined voting power or value of our common stock will not be eligible to participate in the purchase plan.

We will make one or more offerings to our employees to purchase stock under the purchase plan. Offerings will begin on each of           and          , or the first business day thereafter, provided that our first offering commencement date will begin on the later of          , 2007 or the first day of trading following this offering. Each offering commencement date will begin a six-month period during which payroll deductions will be made and held for the purchase of the common stock at the end of the purchase plan period.

On the first day of a designated payroll deduction period, or offering period, we will grant to each eligible employee who has elected to participate in the purchase plan an option to purchase shares of our common stock. The employee may authorize up to     % of his or her compensation to be deducted by us during the offering period. On the last day of the offering period, the employee will be deemed to have exercised the option, at the option exercise price, to the extent of accumulated payroll deductions. Under the terms of the purchase plan, the option exercise price shall be determined by our board of directors or a committee appointed by our board of directors to administer the purchase plan, based on the lesser of the closing price of our common stock on the first business day of the plan period or the exercise date, as defined in the purchase plan, or shall be based solely on the closing price of our common stock on the exercise date, provided that the option exercise price shall be at least 85% of the applicable closing price. In the absence of a determination by our board of directors or the committee, the option exercise price will be     % of the lesser of the closing price of our common stock on the (i) first business day of the offering period or (ii) the exercise date.

An employee who is not a participant on the last day of the offering period will not be entitled to exercise any option, and the employee’s accumulated payroll deductions will be refunded. An employee’s rights under the purchase plan will terminate upon voluntary withdrawal from the purchase plan at any time, or when the employee ceases employment for any reason, except that upon termination of employment because of death, the balance in the employee’s account will be paid to the employee’s beneficiary.

401(k) Retirement Plan

We maintain a 401(k) retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. In general, all of our employees are eligible to participate in the 401(k) plan, subject to a 90-day waiting period. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily

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prescribed limit, equal to $15,500 in 2007, and have the amount of the reduction contributed to the 401(k) plan. We are permitted to match employees’ 401(k) plan contributions; however, we do not do so currently.

Limitations on Officers’ and Directors’ Liability and Indemnification Agreements

As permitted by Delaware law, our restated certificate of incorporation and second amended and restated bylaws, both of which will become effective upon the closing of this offering, contain provisions that limit or eliminate the personal liability of our directors for breach of fiduciary duty of care as a director. Our restated certificate of incorporation and second amended and restated bylaws limit the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breaches of their fiduciary duties as directors, except liability for:

•   any breach of the director’s duty of loyalty to us or our stockholders;

•   any act or omission not in good faith or that involves intentional misconduct or knowing violation of law;

•   any unlawful payments related to dividends, unlawful stock repurchases, redemptions or other distributions; or

•   any transaction from which the director derived an improper personal benefit.

These limitations do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies, including injunctive relief or rescission. If Delaware law is amended to authorize the further elimination or limitation of liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law as so amended.

As permitted by Delaware law, our restated certificate of incorporation and second amended and restated bylaws also provide that:

•   we will indemnify our directors and officers to the fullest extent permitted by law;

•   we may indemnify our other employees and other agents to the same extent that we indemnify our officers and directors, unless otherwise determined by our board of directors; and

•   we will advance expenses to our directors and officers in connection with a legal proceeding to the fullest extent permitted by law.

The indemnification provisions contained in our restated certificate of incorporation and second amended and restated bylaws are not exclusive.

In addition to the indemnification provided for in our restated certificate of incorporation and second amended and restated bylaws, prior to completion of this offering we intend to enter into indemnification agreements with each of our directors and officers. Each indemnification agreement will provide that we will indemnify the director or officer to the fullest extent permitted by law for claims arising in his or her capacity as our director, officer, employee or agent, provided that he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the event that we do not assume the defense of a claim against a director or officer, we are required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by us.

We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers or persons controlling our company pursuant to the foregoing provisions, the

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opinion of the SEC is that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In addition, we maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.

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Principal and Selling Stockholders

The following table sets forth information regarding the beneficial ownership of our common stock as of May 31, 2007, by:

•   each of our directors;

•   each of our named executive officers;

•   each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

•   all of our directors and executive officers as a group; and

•   each selling stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of common stock issuable upon the exercise of stock options that are immediately exercisable or exercisable within 60 days after May 31, 2007. Except as otherwise indicated in the footnotes to the table below, all of the shares reflected in the table are shares of common stock and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.

Percentage ownership calculations for beneficial ownership prior to this offering are based on 16,228,429 shares outstanding as of May 31, 2007, assuming the conversion of all of our outstanding redeemable convertible preferred stock. Percentage ownership calculations for beneficial ownership after this offering also include the shares we are offering hereby.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of May 31, 2007. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*). Except as otherwise indicated in the footnotes to the table below, addresses of named beneficial owners are in care of Constant Contact, Inc., Reservoir Place, 1601 Trapelo Road, Suite 329, Waltham, Massachusetts 02451.

	Shares Beneficially Owned						Shares Beneficially Owned
	Prior to Offering					Shares	After Offering
Name of Beneficial Owner	Number		Percentage			Offered	Number	Percentage
Officers and Directors
Gail F. Goodman(1)		903,279		5.54	%
Eric S. Groves(2)		300,554		1.85
Thomas C. Howd(3)		157,999		*
Daniel A. Richards(4)		191,759		1.18
Richard H. Turcott(5)		24,850		*
Steven R. Wasserman		147,700		*
Thomas Anderson(6)		7,500		*
Robert P. Badavas		–		–
John Campbell(7)		235,509		1.45
Michael T. Fitzgerald(8)		2,513,237		15.49
Patrick Gallagher(9)		3,579,913		22.06
William S. Kaiser(10)		1,683,863		10.38
All current executive officers and directors as a group (14 persons)		9,730,688		59.21

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	Shares Beneficially Owned						Shares Beneficially Owned
	Prior to Offering					Shares	After Offering
Name of Beneficial Owner	Number		Percentage			Offered	Number	Percentage
5% Stockholders
Entities affiliated with Morgan Stanley Dean Witter Venture Partners(9)		3,579,913		22.06	%
Entities affiliated with Commonwealth Capital Ventures(8)		2,513,237		15.49
Hudson Venture Partners II, L.P.(11)		2,318,374		14.29
Entities affiliated with Greylock Partners(10)		1,683,863		10.38
Longworth Venture Partners, L.P.(12)		1,603,027		9.88
Other Selling Stockholders

(1)	Includes 65,757 shares subject to options exercisable within 60 days of May 31, 2007.
(2)	Includes 39,468 shares subject to options exercisable within 60 days of May 31, 2007.
(3)	Includes 37,859 shares subject to options exercisable within 60 days of May 31, 2007.
(4)	Includes 45,430 shares subject to options exercisable within 60 days of May 31, 2007.
(5)	Mr. Turcott resigned as our Chief Marketing Officer in December 2006.
(6)	Consists of 7,500 shares subject to options exercisable within 60 days of May 31, 2007.
(7)	Includes 224,822 shares held jointly with Mr. Campbell’s wife, Mrs. Jean Campbell.
(8)	Consists of 2,394,839 shares held by Commonwealth Capital Ventures II L.P. and 118,398 shares held by CCV II Associates L.P. The general partner of Commonwealth Capital Ventures II L.P. and CCV II Associates L.P. is Commonwealth Venture Partners II L.P. Michael T. Fitzgerald, a member of our board of directors, Jeffrey M. Hurst, R. Stephen McCormack and Justin J. Perreault are the general partners of Commonwealth Venture Partners II L.P. Accordingly, they may be deemed to share beneficial ownership of the shares beneficially owned by Commonwealth Capital Ventures II L.P. and CCV II Associates L.P., although each of them disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The address of Commonwealth Venture Partners II L.P. is 950 Winter Street, Suite 4100, Waltham, Massachusetts 02451.
(9)	Consists of 3,099,410 shares held by Morgan Stanley Dean Witter Venture Partners IV, L.P., 359,582 shares held by Morgan Stanley Dean Witter Venture Investors IV, L.P. and 120,921 shares held by Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P. MSDW Venture Partners IV, LLC is the general partner of each of Morgan Stanley Dean Witter Venture Partners IV, L.P., Morgan Stanley Dean Witter Venture Investors IV, L.P. and Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P. MSDW Venture Partners IV, Inc. is the member of the general partner and a wholly-owned subsidiary of Morgan Stanley. Patrick Gallagher, a member of our board of directors, disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The address of the entities affiliated with Morgan Stanley Dean Witter Venture Partners is 1221 Avenue of the Americas, 39th Floor, New York, New York 10020.
(10)	Consists of 1,439,703 shares held by Greylock XII Limited Partnership, 159,967 shares held by Greylock XII-A Limited Partnership and 84,193 shares held by Greylock XII Principals LLC. The general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership is Greylock XII GP LLC. The members of Greylock XII GP LLC and Greylock XII Principals LLC are: Aneel Bhusri, Thomas Bogan, Asheem Chandna, Charles Chi, Roger Evans, William Helman, William Kaiser, a member of our board of directors, Donald Sullivan and David Sze. Each of these individuals exercises shared voting and investment power over the shares held of record by Greylock XII Limited Partnership, Greylock XII-A Limited Partnership and Greylock XII Principals LLC and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of the entities affiliated with Greylock Partners is 880 Winter Street, Waltham, Massachusetts 02451.
(11)	The address of Hudson Venture Partners II, L.P. is 535 Fifth Avenue, 14th Floor, New York, New York 10021.
(12)	The address of Longworth Venture Partners, L.P. is 1050 Winter Street, Suite 2600, Waltham, Massachusetts 02451.

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Certain Transactions

Since January 1, 2004, we have engaged in the following transactions with our directors, executive officers and holders of more than 5% of our voting securities, and affiliates and immediate family members of our directors, executive officers and 5% stockholders. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties:

Logoworks

Mr. Groves, our Senior Vice President, Sales and Business Development, served as a director of Logoworks from December 2003 until Hewlett-Packard Company acquired Logoworks’ corporate parent, Arteis, Inc., in May, 2007. Logoworks is one of our channel partners and we pay Logoworks fees based on the volume of paying customers referred to us. We have also used the design services of Logoworks in creating some of the templates used in our email marketing solution. In 2006, 2005 and 2004, our aggregate payments to Logoworks were approximately $163,758, $107,483 and $36,798 respectively.

CIBC World Markets Corp.

Mark Goodman, Managing Director, Head of Consumer and Business Services Group of CIBC World Markets Corp., a co-managing underwriter of this offering, is the brother of Gail F. Goodman. Ms. Goodman is our Chairman, President, Chief Executive Officer and the beneficial holder of more than 5% of our voting securities. We have entered into an underwriting agreement with CIBC World Markets Corp. and the other underwriters of this offering. For more information with respect to the terms of the underwriting agreement, see “Underwriting.”

Stock Issuances

In May 2006 and July 2006, we issued and sold an aggregate of 2,521,432 shares of our Series C redeemable convertible preferred stock at a price of $5.949 per share to individual investors for an aggregate purchase price of $14,999,998.98. Upon the closing of this offering, these shares will automatically convert into 2,521,432 shares of common stock. The table below sets forth the number of shares of our Series C redeemable convertible preferred stock sold to our directors and 5% stockholders and their affiliates:

	Number of Shares
	of Series C Redeemable
	Convertible		Aggregate
Name	Preferred Stock		Purchase Price ($)
Entities affiliated with Morgan Stanley Dean Witter Venture Partners		272,532		1,621,292.87
Entities affiliated with Commonwealth Capital Ventures		191,640		1,140,066.36
Hudson Venture Partners II, L.P.		164,107		976,272.54
Entities affiliated with Greylock Partners		1,681,143		10,001,119.71
Longworth Venture Partners, L.P.		122,256		727,300.94
John Campbell		18,263		108,646.59

Registration Rights

The holders of our redeemable convertible preferred stock and certain holders of our common stock have the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. These rights are provided under the terms of amended and restated investor rights agreements we entered into in 2001 and 2006 with these holders, which include some of our directors, executive officers and holders of more than 5% of our voting securities and their affiliates. For a more detailed description of these registration rights, see “Description of Capital Stock—Registration Rights.”

Indemnification Agreements

Our restated certificate of incorporation that will be in effect upon the closing of this offering provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we expect to enter into indemnification agreements with each of our directors and officers that may be broader in

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scope that the specific indemnification provisions contained in the Delaware General Corporation Law. For more information regarding these agreements, see “Management—Limitations on Officers’ and Directors’ Liability and Indemnification Agreements.”

Policies and Procedures for Related Party Transactions

In          2007, our board of directors adopted a written related person transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, the amount involved exceeds $120,000, and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person.

Any related person transaction proposed to be entered into by us must be reported to our general counsel and will be reviewed and approved by the audit committee in accordance with the terms of the policy, prior to effectiveness or consummation of the transaction, whenever practicable. If our general counsel determines that advance approval of a related person transaction is not practicable under the circumstances, the audit committee will review and, in its discretion, may ratify the related person transaction at the next meeting of the audit committee, or at the next meeting following the date that the related person transaction comes to the attention of our general counsel. Our general counsel, however, may present a related person transaction arising in the time period between meetings of the audit committee to the chairman of the audit committee, who will review and may approve the related person transaction, subject to ratification by the audit committee at the next meeting of the audit committee.

In addition, any related person transaction previously approved by the audit committee or otherwise already existing that is ongoing in nature will be reviewed by the audit committee annually to ensure that such related person transaction has been conducted in accordance with the previous approval granted by the audit committee, if any, and that all required disclosures regarding the related person transaction are made.

Transactions involving compensation of executive officers will be reviewed and approved by the compensation committee in the manner specified in the charter of the compensation committee.

A related person transaction reviewed under this policy will be considered approved or ratified if it is authorized by the audit committee in accordance with the standards set forth in this policy after full disclosure of the related person’s interests in the transaction. As appropriate for the circumstances, the audit committee will review and consider:

•   the related person’s interest in the related person transaction;

•   the approximate dollar value of the amount involved in the related person transaction;

•   the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•   whether the transaction was undertaken in the ordinary course of business;

•   whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

•   the purpose of, and the potential benefits to us of, the transaction; and

•   any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee will review all relevant information available to it about the related person transaction. The audit committee may approve or ratify the related person transaction only if the audit committee determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best interests. The audit committee may, in its sole discretion, impose conditions as it deems appropriate on us or the related person in connection with approval of the related person transaction.

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Description of Capital Stock

General

Following the closing of this offering, our authorized capital stock will consist of           shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share, all of which preferred stock will be undesignated.

The following description of our capital stock and provisions of our restated certificate of incorporation and second amended and restated bylaws are summaries and are qualified by reference to the restated certificate of incorporation and the second amended and restated bylaws that will become effective upon the closing of this offering. Copies of these documents have been filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of our common stock and preferred stock reflect changes to our capital structure that will occur upon the closing of this offering.

Common Stock

As of May 31, 2007, there were 16,228,429 shares of our common stock outstanding, held of record by 140 stockholders, assuming the conversion of all outstanding shares of our redeemable convertible preferred stock.

Under the terms of our restated certificate of incorporation that will become effective upon the closing of this offering, the holders of our common stock are generally entitled to one vote for each share held on all matters submitted to a vote of the stockholders and do not have any cumulative voting rights. Holders of our common stock are entitled to receive proportionally any dividends declared by our board of directors out of funds legally available therefor, subject to any preferential dividend or other rights of any then outstanding preferred stock.

In the event of our liquidation or dissolution, holders of our common stock are entitled to share ratably in all assets remaining after payment of all debts and other liabilities, subject to the prior rights of any then outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. All outstanding shares of our common stock are validly issued, fully paid and nonassessable. The shares to be issued by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable.

The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Under the terms of our restated certificate of incorporation that will become effective upon the closing of this offering, our board of directors is authorized to designate and issue up to 5,000,000 shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock, any or all of which may be greater than or senior to the rights of the common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive dividend payments or payments on liquidation. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of our common stock.

Authorizing our board of directors to issue preferred stock and determine its rights and preferences has the effect of eliminating delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could

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discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon completion of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

Options

As of May 31, 2007, options to purchase 1,266,280 shares of common stock at a weighted average exercise price of $2.71 per share were outstanding.

Warrants

As of May 31, 2007, we had outstanding a warrant to purchase 120,000 shares of Series B redeemable convertible preferred stock with an exercise price of $0.50 per share. If not exercised, this warrant will expire immediately prior to the closing of this offering, provided that we provide the holder of the warrant with at least 10 days advance notice of the closing. As of May 31, 2007, we also had outstanding a warrant to purchase 74,096 shares of common stock with an exercise price of $1.57 per share, which expires on October 10, 2008, and a warrant to purchase 400 shares of common stock with an exercise price of $0.50 per share, which expires on November 27, 2014.

Registration Rights

We are a party to an amended and restated investors’ rights agreement, or the 2001 investors’ rights agreement, with certain holders of our common stock, an amended and restated preferred investors’ rights agreement, or the 2006 investors’ rights agreement, with certain holders of our redeemable convertible preferred stock, our chief executive officer, chief financial officer and our senior vice president, sales and business development and a registration rights agreement with the holder of a warrant to purchase 400 shares of our common stock. After the completion of this offering and the sale by the selling stockholders of the shares offered by them hereby, holders of a total of           shares of our common stock and           shares of our common stock issuable upon the exercise of warrants will have the right to require us to register these shares under the Securities Act under specific circumstances. After registration pursuant to these rights, these shares will become freely tradable without restriction under the Securities Act. The following description of the terms of the 2001 investors’ rights agreement and the 2006 investors’ rights agreement is intended as a summary only and is qualified in its entirety by reference to the agreements filed as exhibits to the registration statement of which this prospectus forms a part.

Demand Registration Rights. Beginning 181 days after the effective date of the registration statement of which this prospectus is a part, the holders of at least 50% of our shares of common stock having registration rights under the 2001 investors’ rights agreement may demand that we register under the Securities Act all or a portion of their shares subject to certain limitations. We are required to effect no more than two registration statements pursuant to this agreement. In addition, the holders will have the right to make up to four requests that we register on Form S-3 all or a portion of the registrable shares held by them having an aggregate offering price of at least $1,000,000.

Beginning 181 days after the effective date of the registration statement of which this prospectus is a part, the holders of at least 50% of our shares of common stock having registration rights under the 2006 investors’ rights agreement may demand that we register under the Securities Act all or a portion of their shares subject to certain limitations. We are required to effect no more than two registration statements pursuant to this agreement. In addition, the holders will have the right to make up to four requests that we register on Form S-3 all or a portion of the registrable shares held by them having an aggregate offering price of at least $1,000,000.

Incidental Registration Rights. If at any time we propose to register shares of our common stock under the Securities Act, other than on a registration statement on Form S-4 or S-8, for our own account or for the account of any other holder, the holders of registrable shares under the 2001 investors’ rights agreement, the

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2006 investors’ rights agreement or the warrant holder’s registration rights agreement will be entitled to notice of the registration and, subject to certain exceptions, have the right to require us to register all or a portion of the registrable shares then held by them.

Limitations and Exceptions. In the event that any registration in which the holders of registrable shares participate is an underwritten public offering, the number of registrable shares to be included may, in specified circumstances, be limited due to market conditions.

We are required to pay all registration expenses, including the reasonable fees and expenses of one legal counsel to the registering security holders, but excluding underwriting discounts and commissions. We are also required to indemnify each participating holder with respect to each registration of registrable shares that is effected.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation

Delaware law, our restated certificate of incorporation and our second amended and restated bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Staggered Board; Removal of Directors

Our restated certificate of incorporation and our second amended and restated bylaws divide our board of directors into three classes with staggered three-year terms. In addition, a director may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of our outstanding common stock. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

The classification of our board of directors and the limitations on the removal of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our company.

Stockholder Action by Written Consent; Special Meetings

Our restated certificate of incorporation provides that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Our restated certificate of incorporation and our second amended and restated bylaws also provide that, except as otherwise required by law, special meetings of our stockholders can only be called by our chairman of the board of directors, our chief executive officer or president or our board of directors.

Advance Notice Requirements for Stockholder Proposals

Our second amended and restated bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities.

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Delaware Business Combination Statute

We are subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

Amendment of Certificate of Incorporation and Bylaws

The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our amended and restated bylaws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of the holders of at least two-thirds of the votes which all our stockholders would be entitled to cast in any election of directors. In addition, the affirmative vote of the holders of at least two-thirds of the votes which all our stockholders would be entitled to cast in any election of directors is required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of our restated certificate of incorporation described above under “—Staggered Board; Removal of Directors” and “—Stockholder Action by Written Consent; Special Meetings.”

Limitation of Liability and Indemnification of Officers and Directors

Our restated certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law. Our restated certificate of incorporation provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors:

•   for any breach of their duty of loyalty to us or our stockholders;

•   for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•   for voting or assenting to unlawful payments of dividends or other distributions; or

•   for any transaction from which the director derived an improper personal benefit.

Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act or failure to act, or any cause of action, suit or claim that would accrue or arise prior to any amendment or repeal or adoption of an inconsistent provision. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, our restated certificate of incorporation provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to limited exceptions.

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Authorized but Unissued Shares

The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the Nasdaq Global Market. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is          .

Nasdaq Global Market

We have applied to have our common stock listed on the Nasdaq Global Market under the symbol “CTCT.”

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Shares Eligible for Future Sale

Prior to this offering, there has been no public market for our common stock, and a liquid public trading market for our common stock may not develop or be sustained after this offering. Future sales of significant amounts of our common stock, including shares issued upon exercise of outstanding options or in the public market after this offering, or the anticipation of those sales, could adversely affect public market prices prevailing from time to time and could impair our ability to raise capital through sales of our equity securities. We have applied to have our common stock listed on the Nasdaq Global Market under the symbol “CTCT.”

Upon completion of this offering, we will have outstanding      shares of common stock, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options. Of these shares, the shares of common stock to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. All remaining shares of common stock held by existing stockholders will be “restricted securities” as that term is defined in Rule 144 under the Securities Act. Substantially all of these restricted securities will be subject to the lock-up agreements described below. After the expiration of the lock-up agreements, these restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or 701 under the Securities Act.

Rule 144

In general and subject to the lock-up agreements described below, under Rule 144 of the Securities Act, beginning 90 days after the date of this prospectus, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed:

•   1% of the number of shares of our common stock then outstanding, which will equal approximately           shares immediately after this offering, and

•   the average weekly trading volume in our common stock on the Nasdaq Global Market during the four calendar weeks preceding the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. Upon expiration of the 180-day lock-up period described below, shares of our common stock will be eligible for sale under Rule 144, excluding shares eligible for resale under Rule 144(k) described below. We cannot estimate the number of shares of common stock that our existing stockholders will elect to sell under Rule 144.

Rule 144(k)

Subject to the lock-up agreements described below, shares of our common stock eligible for sale under Rule 144(k) may be sold immediately upon completion of this offering. In general, under Rule 144(k), a person may sell shares of common stock acquired from us immediately upon completion of this offering, without regard to manner of sale, the availability of public information about us or volume, if:

•   the person is not our affiliate and has not been our affiliate at any time during the three months preceding the sale; and

•   the person has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate.

Upon the expiration of the 180-day lock-up period described below, approximately           shares of common stock will be eligible for sale under Rule 144(k).

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Rule 701

In general, under Rule 701 of the Securities Act, any of our employees, consultants or advisors who purchased shares from us in connection with a qualified compensatory stock plan or other written agreement is eligible to resell those shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with the various restrictions, including the holding period, contained in Rule 144. Subject to the 180-day lock-up period described below, approximately           shares of our common stock will be eligible for sale in accordance with Rule 701.

Lock-up Agreements

Our officers, directors and other stockholders representing      shares of our common stock have agreed that, subject to certain exceptions, without the prior written consent of CIBC World Markets Corp. and Thomas Weisel Partners LLC, as representatives of the underwriters, they will not during the period ending 180 days after the date of this prospectus (subject to extension in specified circumstances), directly or indirectly:

•   offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any shares of our common stock or any securities directly or indirectly convertible into or exercisable or exchangeable for shares of our common stock, whether now owned or hereafter acquired; or

•   enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of our common stock.

The 180-day restricted period will be automatically extended in the following circumstances: (1) during the last 17 days of the 180-day restricted period, if we issue an earnings release or material news or a material event occurs, the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; or (2) prior to the expiration of the 180-day restricted period, if we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release.

CIBC World Markets Corp. and Thomas Weisel Partners LLC currently do not anticipate shortening or waiving any of the lock-up agreements and do not have any pre-established conditions for such modifications or waivers. CIBC World Markets Corp. and Thomas Weisel Partners LLC may, however, release for sale in the public market all or any portion of the shares subject to the lock-up agreements.

Stock Plans

As of March 31, 2007, we had outstanding options to purchase 1,286,401 shares of common stock, of which options to purchase 309,636 shares of common stock were exercisable as of March 31, 2007. Following this offering, we intend to file registration statements on Form S-8 under the Securities Act to register all of the shares of common stock subject to outstanding options and options and other awards issuable pursuant to our equity plans.

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Underwriting

We and the selling stockholders have entered into an underwriting agreement with the underwriters named below. CIBC World Markets Corp., Thomas Weisel Partners LLC, William Blair & Company, L.L.C., Cowen and Company, LLC and Needham & Company, LLC are acting as representatives of the underwriters.

The underwriting agreement provides for the purchase of a specific number of shares of our common stock by each of the underwriters. The underwriters’ obligations are several, which means that each underwriter is required to purchase a specified number of shares, but is not responsible for the commitment of any other underwriter to purchase shares. Subject to the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase the number of shares of our common stock set forth opposite its name below:

Underwriter	Number of Shares
CIBC World Markets Corp.
Thomas Weisel Partners LLC
William Blair & Company, L.L.C.
Cowen and Company, LLC
Needham & Company, LLC
Total

The underwriters have agreed to purchase all of the shares of our common stock offered by this prospectus (other than those covered by the over-allotment option described below) if any are purchased. Under the underwriting agreement, if an underwriter defaults in its commitment to purchase shares of our common stock, the commitments of non-defaulting underwriters may be increased or the underwriting agreement may be terminated, depending on the circumstances.

The shares of our common stock should be ready for delivery on or about          , 2007 against payment in immediately available funds. The underwriters are offering the shares subject to various conditions and may reject all or part of any order. The representatives have advised us and the selling stockholders that the underwriters propose to offer the shares directly to the public at the public offering price that appears on the cover page of this prospectus. In addition, the representatives may offer some of the shares to other securities dealers at such price less a concession of $      per share. The underwriters may also allow, and such dealers may reallow, a concession not in excess of $      per share to other dealers. After the shares are released for sale to the public, the representatives may change the offering price and other selling terms at various times.

The selling stockholders have granted the underwriters an over-allotment option. This option, which is exercisable for up to 30 days after the date of this prospectus, permits the underwriters to purchase a maximum of      additional shares of our common stock from the selling stockholders to cover over-allotments. If the underwriters exercise all or part of this option, they will purchase shares covered by the option at the initial public offering price that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to public will be $          , and the total proceeds to the selling stockholders will be $          . The underwriters have severally agreed that, to the extent the over-allotment option is exercised, they will each purchase a number of additional shares proportionate to the underwriter’s initial amount reflected in the foregoing table.

The following table provides information regarding the amount of the discount to be paid to the underwriters by us and the selling stockholders:

			Total With Full
		Total Without Exercise of	Exercise of
	Per Share	Over-Allotment Option	Over-Allotment Option
Constant Contact	$	$	$
Selling Stockholders
Total		$	$

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We estimate that our total expenses of this offering, excluding the underwriting discount, will be approximately $      million.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We, our officers and directors and substantially all other stockholders have agreed to a 180-day “lock up” with respect to shares of our common stock and other of our securities that they beneficially own, including securities that are convertible into shares of common stock and securities that are exchangeable or exercisable for shares of common stock. This means that, without the prior written consent of CIBC World Markets Corp. and Thomas Weisel Partners LLC, for a period of 180 days following the date of this prospectus, we and such persons may not (x) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of these securities, or (y) enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of common stock, whether any such transaction is to be settled by delivery of shares of our common stock or such other securities. In addition, the lock-up period may be extended in the event that we issue an release earnings or announce certain material news or a material event with respect to us occurs during the last 17 days of the lock-up period, or prior to the expiration of the lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the lock-up period.

The restrictions in these lock-up agreements will not apply, subject to certain conditions, to transactions relating to: (i) shares of our common stock acquired from the underwriters as part of this offering in connection with any directed share program; (ii) transactions relating to shares of our common stock acquired in open market transactions after the completion of this offering; (iii) the sale of shares of our common stock pursuant to the underwriting agreement; (iv) transfers of shares of our common stock or such other securities as a bona fide gift or in connection with estate planning or by intestacy, provided that the recipient agrees to be bound by such restrictions; or (v) distributions of shares of our common stock or such other securities to their limited partners, members, stockholders or affiliates, provided that the recipient agrees to be bound by such restrictions.

The representatives have informed us that they do not expect discretionary sales by the underwriters to exceed five percent of the shares offered by this prospectus.

While we have applied to have our common stock listed on the Nasdaq Global Market under the symbol CTCT, prior to this offering there has been no established trading market for the shares. The offering price for the shares will be determined by us, the selling stockholders and the representatives, based on the following factors:

•   the history and prospects for the industry in which we compete;

•   our past and present operations;

•   our historical results of operations;

•   our prospects for future business and earning potential;

•   our management;

•   the general condition of the securities markets at the time of this offering;

•   the recent market prices of securities of generally comparable companies;

•   the market capitalization and stages of development of other companies which we and the representatives believe to be comparable to us; and

•   other factors deemed to be relevant.

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Rules of the SEC may limit the ability of the underwriters to bid for or purchase shares before the distribution of the shares is completed. However, the underwriters may engage in the following activities in accordance with the rules:

•   Stabilizing transactions—The representatives may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum.

•   Over-allotments and syndicate covering transactions—The underwriters may sell more shares of our common stock in connection with this offering than the number of shares than they have committed to purchase. This over-allotment creates a short position for the underwriters. This short sales position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional shares in this offering described above. The underwriters may close out any covered short position either by exercising their over-allotment option or by purchasing shares in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market, as compared to the price at which they may purchase shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in this offering.

•   Penalty bids—If the representatives purchase shares in the open market in a stabilizing transaction or syndicate covering transaction, they may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales or to stabilize the market price of our common stock may have the effect of raising or maintaining the market price of our common stock or preventing or mitigating a decline in the market price of our common stock. As a result, the price of the shares of our common stock may be higher than the price that might otherwise exist in the open market. The imposition of a penalty bid might also have an effect on the price of the shares if it discourages resales of the shares.

Neither we nor the underwriters makes any representation or prediction as to the effect that the transactions described above may have on the price of the shares. These transactions may occur on the Nasdaq Global Market or otherwise. If such transactions are commenced, they may be discontinued without notice at any time.

A prospectus in electronic format may be made available on websites or through other online services maintained by one or more of the underwriters or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree to allocate a specific number of shares to online brokerage account holders. Any such allocation for online distributions will be made by the representative on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter’s website and any information on any other website maintained by an underwriter is not part of the prospectus in electronic format or the registration statement of which the prospectus in electronic format forms a part, has not been approved and/or endorsed by us or any underwriter or selling stockholder in its capacity as underwriter or selling stockholder and should not be relied upon by investors.

Mark Goodman, Managing Director, Head of Consumer and Business Services Group of CIBC World Markets Corp., a co-managing underwriter of this offering, is the brother of Gail F. Goodman. Ms. Goodman is our Chairman, President, Chief Executive Officer and the beneficial holder of more than 5% of our voting securities.

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Certain of the underwriters or their affiliates may provide investment and commercial banking and advisory services to us in the ordinary course of business, for which they may receive customary fees and commissions.

Belgium

In Belgium, the offering is exclusively conducted under applicable private placement exemptions of the Belgium securities laws and therefore it has not been and will not be notified to, and this document or any other offering material relating to the securities has not been and will not be approved by, the Belgian Banking, Finance and Insurance Commission (“Commission bancaire, financière et des assurances/Commissie voor het Bank, Financie en Assurantiewezen”). Any representation to the contrary is unlawful.

Each underwriter has undertaken not to offer sell, resell, transfer or deliver directly or indirectly, any securities, or to take any steps relating/ancillary thereto, and not to distribute or publish this document or any other material relating to the securities or to the offering in a manner which would be construed as: (a) a public offering under the Belgian Royal Decree of 7 July 1999 on the public character of financial transactions; or (b) an offering of securities to the public under Directive 2003/71/EC which triggers an obligation to publish a prospectus in Belgium. Any action contrary to these restrictions will cause the recipient and us to be in violation of the Belgian securities laws.

France

Neither this prospectus nor any other offering material relating to the securities has been submitted to the clearance procedures of the Autorité des marchés financiers in France. The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the securities has been or will be: (a) released, issued, distributed or caused to be released, issued or distributed to the public in France; or (b) used in connection with any offer for subscription or sale of the securities to the public in France. Such offers, sales and distributions will be made in France only: (i) to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in and in accordance with Articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier; (ii) to investment services providers authorised to engage in portfolio management on behalf of third parties; or (iii) in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des marchés financiers, does not constitute a public offer (appel public à l’épargne). Such securities may be resold only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

United Kingdom/Germany/Norway/The Netherlands

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any securities which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State other than the offers contemplated in this prospectus in the United Kingdom, Germany, Norway and the Netherlands where prospectus will be approved or passported for the purposes of a non-exempt offer once this prospectus has been approved by the competent authority in such Member State and published and passported in accordance with the Prospectus Directive as implemented in the United Kingdom, Germany, Norway and the Netherlands except that an offer to the public in that Relevant Member State of any securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

•   to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

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•   to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•   by the managers to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of CIBC World Market Corp. and Thomas Weisel Partners LLC for any such offer; or

•   in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or any manager of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each underwriter has represented, warranted and agreed that:

•   it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and

•   it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

Israel

In the State of Israel, the securities offered hereby may not be offered to any person or entity other than the following:

•   a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754 1994, or a management company of such a fund;

•   a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;

•   an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741 1981, (d) a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741 1981, other than a joint services company, acting for their own account or fro the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•   a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•   a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;

•   a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•   an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;

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•   a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);

•   an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and

•   an entity, other than an entity formed for the purpose of purchasing securities in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.

Any offeree of the securities offered hereby in the State of Israel shall be required to submit written confirmation that it falls within the scope of one of the above criteria. This prospectus will not be distributed or directed to investors in the State of Israel who do not fall within one of the above criteria.

Italy

The offering of the securities offered hereby in Italy has not been registered with the Commissione Nazionale per la Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, the securities offered hereby cannot be offered, sold or delivered in the Republic of Italy (“Italy”) nor may any copy of this prospectus or any other document relating to the securities offered hereby be distributed in Italy other than to professional investors (operatori qualificati) as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July, 1998 as subsequently amended. Any offer, sale or delivery of the securities offered hereby or distribution of copies of this prospectus or any other document relating to the securities offered hereby in Italy must be made:

•   by an investment firm, bank or intermediary permitted to conduct such activities in Italy in accordance with Legislative Decree No. 58 of 24 February 1998 and Legislative Decree No. 385 of 1 September 1993 (the “Banking Act”);

•   in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy; and

•   in compliance with any other applicable laws and regulations and other possible requirements or limitations which may be imposed by Italian authorities.

Sweden

This prospectus has not been nor will it be registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this prospectus may not be made available, nor may the securities offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which are deemed not to require a prospectus under the Financial Instruments Trading Act (1991: 980). This offering will only be made to qualified investors in Sweden. This offering will be made to no more than 100 persons or entities in Sweden.

Switzerland

The securities offered pursuant to this prospectus will not be offered, directly or indirectly, to the public in Switzerland and this prospectus does not constitute a public offering prospectus as that term is understood pursuant to art. 652a or art. 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the securities being offered pursuant to this prospectus on the SWX Swiss Exchange or on any other regulated securities market, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the relevant listing rules. The securities being offered pursuant to this prospectus have not been registered with the Swiss Federal Banking Commission as foreign

98

investment funds, and the investor protection afforded to acquirers of investment fund certificates does not extend to acquirers of securities.

Investors are advised to contact their legal, financial or tax advisers to obtain an independent assessment of the financial and tax consequences of an investment in securities.

Legal Matters

The validity of the common stock we are offering will be passed upon by Wilmer Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts. Bingham McCutchen LLP, Boston, Massachusetts, is counsel for the underwriters in connection with this offering.

Experts

The financial statements as of December 31, 2006 and for the year ended December 31, 2006 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements as of December 31, 2005 and for each of the two years in the two year period ended December 31, 2005 included herein, have been audited by Vitale, Caturano & Company, Ltd., an independent registered public accounting firm, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

Where You Can Find More Information

We have filed a registration statement on Form S-1 with the SEC in connection with this offering. In addition, upon completion of the offering, we will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any other documents we have filed at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public at the SEC’s Internet site at http://www.sec.gov.

This prospectus is part of the registration statement and does not contain all of the information included in the registration statement and the exhibits, schedules and amendments to the registration statement. Some items are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement and to the exhibits and schedules to the registration statement filed as part of the registration statement. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the exhibits that are a part of the registration statement.

After the offering, we expect to provide annual reports to our stockholders that include financial information examined and reported on by our independent registered public accounting firm. We also maintain a website at www.constantcontact.com. Our website is not a part of this prospectus.

99

Constant Contact, Inc.

Index to Financial Statements

	Page(s)
Reports of Independent Registered Public Accounting Firms		F-2
Balance Sheets		F-4
Statements of Operations		F-5
Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)		F-6
Statements of Cash Flows		F-7
Notes to Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Constant Contact, Inc.

In our opinion, the accompanying balance sheet and the related statements of operations, of changes in redeemable convertible preferred stock and stockholder’s equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Constant Contact, Inc. (the “Company”) at December 31, 2006 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 2 to the financial statements, the Company changed the manner in which it accounts for stock-based compensation in 2006.

/s/  PricewaterhouseCoopers LLP

Boston, Massachusetts

July 6, 2007

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Constant Contact, Inc.

We have audited the accompanying balance sheet of Constant Contact, Inc. (the Company) as of December 31, 2005 and the related statements of operations, of changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and of cash flows for each of the two years in the two year period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal controls over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Constant Contact Inc. as of December 31, 2005 and the results of its operations and of its cash flows for each of the two years in the two year period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/  Vitale, Caturano and Company, Ltd.

VITALE, CATURANO & COMPANY, LTD.

Boston, Massachusetts
March 10, 2006 (except with respect to the
Series C financing discussed in Note 5
as to which the date is May 12, 2006)

F-3

Constant Contact, Inc.

Balance Sheets

										Pro Forma
	December 31,						March 31,			March 31,
(In thousands, except share and per share data)	2005			2006			2007			2007
							(unaudited)			(unaudited)
Assets
Current assets
Cash and cash equivalents	$	2,784		$	8,786		$	5,909		$	5,909
Short-term marketable securities		–			4,004			3,893			3,893
Accounts receivable, net of allowance for doubtful accounts of $18, $3 and $4 in 2005, 2006 and the three months ended March 31, 2007, respectively		47			41			46			46
Prepaid expenses and other current assets		156			411			694			694
Total current assets		2,987			13,242			10,542			10,542
Property and equipment, net		2,292			4,957			5,410			5,410
Restricted cash		266			266			358			358
Other assets		–			16			16			16
Total assets	$	5,545		$	18,481		$	16,326		$	16,326
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	1,478		$	2,576		$	1,601		$	1,601
Accrued expenses		494			2,406			2,173			2,173
Deferred revenue		2,827			5,476			6,833			6,833
Redeemable convertible preferred stock warrant		–			628			1,048			–
Current portion of capital lease obligation		10			–			–			–
Current portion of notes payable		614			449			393			393
Total current liabilities		5,423			11,535			12,048			11,000
Notes payable, net of current portion		702			253			172			172
Total liabilities		6,125			11,788			12,220			11,172
Commitments and contingencies (Note 10)
Redeemable convertible preferred stock
Series A redeemable convertible preferred stock, $0.01 par value; 1,026,680 shares authorized, issued and outstanding at December 31, 2005 and 2006 and March 31, 2007 ($17,454 liquidation value as of December 31, 2006); no shares issued or outstanding pro forma		10,835			14,049			14,272			–
Series B redeemable convertible preferred stock, $0.01 par value; 9,761,666 shares authorized; 9,641,666 shares issued and outstanding at December 31, 2005 and 2006 and March 31, 2007, ($6,708 liquidation value as of December 31, 2006); no shares issued or outstanding pro forma		5,822			6,376			6,398			–
Series C redeemable convertible preferred stock, $0.01 par value; 2,521,432 shares authorized, issued and outstanding at December 31, 2006 and March 31, 2007 ($15,000 liquidation value as of December 31, 2006); no shares issued or outstanding pro forma		–			14,897			14,905			–
Total redeemable convertible preferred stock		16,657			35,322			35,575			–
Stockholders’ equity (deficit)
Common stock, 20,000,000 shares authorized, $0.01 par value; 2,665,304, 2,914,650 and 3,009,867 shares issued and outstanding as of December 31, 2005 and 2006 and March 31, 2007, respectively, 16,199,645 shares issued and outstanding pro forma		27			29			30			162
Additional paid-in capital		9,399			5,844			5,684			41,127
Accumulated deficit		(26,663	)		(34,502	)		(37,183	)		(36,135	)
Total stockholders’ equity (deficit)		(17,237	)		(28,629	)		(31,469	)		5,154
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	5,545		$	18,481		$	16,326		$	16,326

The accompanying notes are an integral part of these financial statements.

F-4

Constant Contact, Inc.

Statements of Operations

										Three Months Ended
	Years Ended December 31,									March 31,
(In thousands, except share and per share data)	2004			2005			2006			2006			2007
										(unaudited)
Revenue	$	8,071		$	14,658		$	27,552		$	5,429		$	9,713
Cost of revenue		2,211			3,747			7,801			1,543			2,731
Gross profit		5,860			10,911			19,751			3,886			6,982
Operating expenses
Research and development		2,140			3,355			6,172			1,363			2,169
Sales and marketing		3,385			7,460			18,592			2,837			6,121
General and administrative		856			1,326			2,623			493			1,082
Total operating expenses		6,381			12,141			27,387			4,693			9,372
Loss from operations		(521	)		(1,230	)		(7,636	)		(807	)		(2,390	)
Interest income		17			47			479			15			144
Interest expense		(51	)		(71	)		(94	)		(28	)		(15	)
Other income (expense), net		–			–			(588	)		(137	)		(420	)
Net loss		(555	)		(1,254	)		(7,839	)		(957	)		(2,681	)
Accretion of redeemable convertible preferred stock		(3,701	)		(5,743	)		(3,788	)		(2,136	)		(253	)
Net loss attributable to common stockholders	$	(4,256	)	$	(6,997	)	$	(11,627	)	$	(3,093	)	$	(2,934	)
Net loss attributable to common stockholders per share: basic and diluted	$	(5.68	)	$	(3.23	)	$	(4.40	)	$	(1.22	)	$	(1.02	)
Weighted average shares outstanding used in computing per share amounts: basic and diluted		749,039			2,164,267			2,644,664			2,526,817			2,868,651
Pro forma net loss per share: basic and diluted (unaudited)							$	(0.46	)				$	(0.14	)
Pro forma weighted average common shares outstanding (unaudited)								15,834,442						16,058,429

The accompanying notes are an integral part of these financial statements.

F-5

Constant Contact, Inc.

Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

	Series A				Series B				Series C				Total Redeemable
	Redeemable Convertible				Redeemable Convertible				Redeemable Convertible				Convertible								Additional									Total
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Paid-in			Deferred			Accumulated			Stockholders’
(In thousands, except share data)	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Compensation			Deficit			Equity (Deficit)
Balance at December 31, 2003		1,026,680	$	3,668		9,641,666	$	3,545		–	$	–		10,668,346	$	7,213		677,692	$	7	$	18,759		$	(40	)	$	(24,854	)	$	(6,128	)
Issuance of common stock in connection with stock option exercises																–		1,475,920		15		59									74
Amortization of deferred compensation expense																–									23						23
Accretion of Series A and B redeemable convertible preferred stock to redemption value				2,636				1,065								3,701						(3,701	)								(3,701	)
Net loss																–												(555	)		(555	)
Balance at December 31, 2004		1,026,680		6,304		9,641,666		4,610		–		–		10,668,346		10,914		2,153,612		22		15,117			(17	)		(25,409	)		(10,287	)
Issuance of common stock in connection with stock option exercises																–		363,992		4		14									18
Issuance of restricted stock																–		147,700		1		11									12
Amortization of deferred compensation expense																–									17						17
Accretion of Series A and B redeemable convertible preferred stock to redemption value				4,531				1,212								5,743						(5,743	)								(5,743	)
Net loss																–												(1,254	)		(1,254	)
Balance at December 31, 2005		1,026,680		10,835		9,641,666		5,822		–		–		10,668,346		16,657		2,665,304		27		9,399			–			(26,663	)		(17,237	)
Issuance of common stock in connection with stock option exercises																–		147,776		1		9									10
Issuance of common stock in connection with warrant exercises																–		101,570		1		181									182
Stock-based compensation expense																–						83									83
Reclassification of redeemable convertible preferred stock warrant to liability																–						(40	)								(40	)
Issuance of Series C redeemable convertible preferred stock, net of issuance costs of $123										2,521,432		14,877		2,521,432		14,877
Accretion of Series A, B and C redeemable convertible preferred stock to redemption value				3,214				554				20				3,788						(3,788	)								(3,788	)
Net loss																–												(7,839	)		(7,839	)
Balance at December 31, 2006		1,026,680		14,049		9,641,666		6,376		2,521,432		14,897		13,189,778		35,322		2,914,650		29		5,844			–			(34,502	)		(28,629	)
Issuance of common stock in connection with stock option exercises (unaudited)																–		95,217		1		10									11
Stock-based compensation expense (unaudited)																–						83									83
Accretion of Series A, B and C redeemable convertible preferred stock to redemption value (unaudited)				223				22				8				253						(253	)								(253	)
Net loss (unaudited)																–												(2,681	)		(2,681	)
Balance at March 31, 2007 (unaudited)		1,026,680	$	14,272		9,641,666	$	6,398		2,521,432	$	14,905		13,189,778	$	35,575		3,009,867	$	30	$	5,684		$	–		$	(37,183	)	$	(31,469	)

The accompanying notes are an integral part of these financial statements.

F-6

Constant Contact, Inc.

Statements of Cash Flows

										Three Months Ended
	Years Ended December 31,									March 31,
(In thousands)	2004			2005			2006			2006			2007
										(unaudited)
Cash flows from operating activities
Net loss	$	(555	)	$	(1,254	)	$	(7,839	)	$	(957	)	$	(2,681	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		447			591			1,536			327			532
Amortization of discount on investments		–			–			(10	)		–			(45	)
Stock-based compensation expense		23			17			83			5			83
Changes in fair value of redeemable convertible preferred stock warrant		–			–			588			137			420
Provision for bad debts		76			21			5			9			1
Changes in operating assets and liabilities
Accounts receivable		(107	)		(31	)		1			(35	)		(6	)
Prepaid expenses and other current assets		94			(26	)		(255	)		28			(283	)
Other assets		–			–			(16	)		–			–
Accounts payable		(107	)		1,304			1,098			(228	)		(975	)
Accrued expenses		(337	)		187			1,412			98			(233	)
Deferred revenue		655			1,557			2,649			801			1,357
Net cash provided by (used in) operating activities		189			2,366			(748	)		185			(1,830	)
Cash flows from investing activities
Purchases of short-term marketable securities		–			–			(3,994	)		–			(2,294	)
Proceeds from maturities of short-term marketable securities		–			–			–			–			2,450
Decrease (increase) in restricted cash		95			(112	)		–			–			(92	)
Purchases of property and equipment		(589	)		(2,097	)		(3,701	)		(789	)		(985	)
Net cash used in investing activities		(494	)		(2,209	)		(7,695	)		(789	)		(921	)
Cash flows from financing activities
Proceeds from notes payable		718			1,007			–			–			–
Proceeds from issuance of Series C redeemable convertible preferred stock, net of issuance costs of $123		–			–			14,877			–			–
Proceeds from issuance of common stock pursuant to the exercise of stock options and warrants		74			18			192			3			11
Proceeds from sale of restricted stock		–			12			–			–			–
Repayments of capital lease obligations		(119	)		(19	)		(10	)		–			–
Repayments of notes payable		(367	)		(506	)		(614	)		(158	)		(137	)
Net cash provided by (used in) financing activities		306			512			14,445			(155	)		(126	)
Net increase (decrease) in cash and cash equivalents		1			669			6,002			(759	)		(2,877	)
Cash and cash equivalents, beginning of period		2,114			2,115			2,784			2,784			8,786
Cash and cash equivalents, end of period	$	2,115		$	2,784		$	8,786		$	2,025		$	5,909
Supplemental disclosure of cash flow information
Cash paid for interest	$	47		$	65		$	97		$	27		$	16
Noncash investing and financing activities:
Purchases of property and equipment included in accrued expenses	$	–		$	–		$	500		$	250		$	–

The accompanying notes are an integral part of these financial statements.

F-7

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

1.   Nature of the Business

Constant Contact, Inc. (the “Company”) was incorporated as a Massachusetts corporation on August 25, 1995. The Company reincorporated in the State of Delaware in 2000. The Company is a provider of on-demand email marketing solutions to small organizations, including small businesses, associations and nonprofits located primarily in the U.S. The Company’s email marketing solution allows customers to create, send and track email marketing campaigns. The solution is designed and priced for small organizations and is marketed directly by the Company and through a wide variety of channel partners. The Company was originally incorporated under the name Roving Software Incorporated and subsequently began doing business under the trade name Constant Contact in 2004. In 2006, the Company changed its name to Constant Contact, Inc.

Unaudited Interim Financial Information

The accompanying unaudited balance sheet as of March 31, 2007, unaudited statements of operations and of cash flows for the three months ended March 31, 2006 and 2007, and the unaudited statements of changes in redeemable convertible preferred stock and stockholders’ equity (deficit) for the three months ended March 31, 2007 have been prepared in accordance with generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. The information disclosed in the notes to the financial statements for these periods is unaudited. Operating results for the three months ended March 31, 2007 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2007 or any future period.

Unaudited Pro Forma Financial Information

The unaudited pro forma balance sheet as of March 31, 2007 reflects the automatic conversion of all outstanding shares of Series A, Series B and Series C redeemable convertible preferred stock into 13,189,778 shares of common stock, which automatic conversion will occur upon the closing of the Company’s proposed initial public offering (Note 5) and the assumed expiration of the redeemable convertible preferred stock warrant including the reversal of other expense of $1,048 related to previous adjustments to its fair value.

2.   Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments, including those related to revenue recognition, stock-based compensation and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from these estimates.

F-8

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of acquisition to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value.

Accounts Receivable

Management reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. The Company reserves for receivables that are determined to be uncollectible, if any, in its allowance for doubtful accounts. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and short-term marketable securities. At December 31, 2005 and 2006, the Company had cash balances at certain financial institutions in excess of federally insured limits. The Company maintains its cash balances and custody of its marketable securities with accredited financial institutions.

As of and for the years ended December 31, 2005 and 2006 and as of and for the three months ended March 31, 2007 (unaudited), there were no customers that accounted for more than 10% of total accounts receivable or revenue.

Marketable Securities

The Company follows the guidance provided in Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities, in determining the classification and accounting of its marketable securities. The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive income (loss), a component of stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of interest income based on the specific identification method. Fair value is determined based on quoted market prices.

At December 31, 2006, marketable securities consisted of corporate notes and obligations with an aggregate fair value of $4.0 million, and $0 unrealized gains and losses. All marketable securities have remaining maturities of less than 180 days as of December 31, 2006.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the assets or, where applicable and if shorter, over the lease term. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred.

Estimated useful lives of assets are as follows:

Computer equipment	3 years
Software	3 years
Furniture and fixtures	5 years
Leasehold improvements	Shorter of life of lease or estimated useful life

F-9

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstance indicate that the related carrying amount may not be recoverable. Undiscounted cash flows are compared to the carrying value and when required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Revenue Recognition

The Company provides access to its solution through month-to-month subscription arrangements whereby the customer is charged a fee. Subscription arrangements include access to use the Company’s software via the internet and support services such as telephone support. The Company follows the guidance of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition in Financial Statements, and Emerging Issues Task Force (“EITF”) Issue No. 00-03, Application of AICPA Statement of Position 97-2 to Arrangements that include the Right to Use Software Stored on Another Entity’s Hardware, which applies when customers do not have the right to take possession of the software and use it on another entity’s hardware. When there is evidence of an arrangement, the fee is fixed or determinable and collectibility is deemed probable, the Company recognizes revenue on a daily basis over the subscription term as the services are delivered.

The Company also offers professional services to its customers primarily for the design of custom email templates and training. Professional services revenue is accounted for separate from subscription revenue based on the guidance of EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, as those services have value on a standalone basis and do not involve a significant degree of risk or unique acceptance criteria and as the fair value of the Company’s subscription services is evidenced by their availability on a standalone basis. Professional services revenue is recognized as the services are performed.

Deferred Revenue

Deferred revenue primarily consists of payments received in advance of revenue recognition of the Company’s solution described above and is recognized as the revenue recognition criteria are met. The Company’s customers pay for services in advance on a monthly, semiannual or annual basis.

Software and Web Site Development Costs

The Company follows the guidance of Statement of Position (“SOP”) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, in accounting for the development costs of its on-demand solution and web site development costs. The costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use.

Costs associated with the development of internal use software that were capitalized during the year ended December 31, 2006 were $516. Capitalized costs were $110 and $149 for the three months ended March 31, 2006 and 2007 (each unaudited), respectively. Development costs eligible for capitalization for the years ended December 31, 2004 and 2005 were not material.

F-10

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

Redeemable Convertible Preferred Stock Warrant (including Change in Accounting Principle)

On June 29, 2005, the Financial Accounting Standards Board (“FASB”) issued Staff Position 150-5, Issuer’s Accounting under FASB Statement No. 150 for Freestanding Warrants and Other Similar Instruments on Shares that are Redeemable (“FSP 150-5”). FSP 150-5 affirms that warrants of this type are subject to the requirements in SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS 150”), regardless of the redemption price or the timing of the redemption feature. Therefore, under SFAS 150, the freestanding warrants to purchase the Company’s redeemable convertible preferred stock are liabilities that must be recorded at fair value. The Company adopted FSP 150-5 as of July 1, 2005. The effect of this adoption on the financial statements between the date of adoption and January 1, 2006 was immaterial. The warrant is subject to remeasurement at each balance sheet date and any change in fair value (determined using the Black-Scholes option pricing model) is recognized as a component of other expense. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or the expiration of the warrant.

Comprehensive Income (Loss)

Comprehensive loss includes net loss, as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss is unrealized gains and losses on available-for-sale securities. The Company had no unrealized gains or losses as of December 31, 2005 and 2006 and March 31, 2007 (unaudited). There were no realized gains or losses reclassed to net loss for the years ended December 31, 2004, 2005 and 2006.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of their short-term nature.

Segment Data

The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the U.S. and all significant assets are held in the U.S.

Net Loss Attributable to Common Stockholders Per Share

Basic and diluted net loss attributable to common stockholders per share is computed by dividing net loss attributable to common stockholders by the weighted average number of nonrestricted common shares outstanding for the period.

F-11

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

The following common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders because they had an antidilutive impact:

							Three Months Ended
	Years Ended December 31,						March 31,
	2004		2005		2006		2006		2007
							(unaudited)
Options to purchase common stock		797,166		936,745		1,309,244		1,046,751		1,286,401
Warrants to purchase common or redeemable convertible preferred stock		332,309		318,666		217,096		318,666		217,096
Restricted shares		8,018		147,700		110,775		147,700		101,544
Redeemable convertible preferred stock		10,668,346		10,668,346		13,189,778		10,668,346		13,189,778
Total options, warrants, restricted shares and redeemable convertible preferred stock exercisable or convertible into common stock		11,805,839		12,071,457		14,826,893		12,181,463		14,794,819

Unaudited Pro Forma Net Loss per Share

The unaudited pro forma basic and diluted net loss per share have been computed to give effect to the conversion of the Company’s redeemable convertible preferred stock (using the if-converted method) into common stock and the expiration of the redeemable convertible preferred stock warrant as though the conversion and expiration had occurred on the original dates of issuance and to adjustments to eliminate accretion of redeemable convertible preferred stock and the expenses that were recorded for the remeasurement to fair value of the redeemable convertible preferred stock warrant.

				Three
	Year Ended			Months Ended
	December 31,			March 31,
	2006			2007
Numerator
Net loss attributable to common stockholders	$	(11,627	)	$	(2,934	)
Add: Accretion of redeemable convertible preferred stock		3,788			253
Add: Changes in fair value associated with redeemable convertible preferred stock warrant		588			420
Pro forma net loss	$	(7,251	)	$	(2,261	)
Denominator
Weighted average shares outstanding used in computing per share amounts: basic and diluted		2,644,664			2,868,651
Add: Adjustments to reflect assumed weighted effect of conversion of redeemable convertible preferred stock		13,189,778			13,189,778
Pro forma weighted average shares outstanding used in computing per share amounts: basic and diluted		15,834,442			16,058,429
Pro forma net loss per share: basic and diluted	$	(0.46	)	$	(0.14	)

F-12

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

Advertising Expense

The Company expenses advertising as incurred. Advertising expense was $485, $2,618 and $9,778 during the years ended December 31, 2004, 2005 and 2006, respectively.

Accounting for Stock-Based Compensation (including Change in Accounting Principle)

Effective January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment (“SFAS 123R”), a revision of SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), and related interpretations. SFAS 123R supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations. SFAS 123R requires all share-based compensation to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable service period. The Company adopted the prospective transition method which does not result in restatement of previously issued financial statements and requires only new awards or awards that are modified, repurchased or canceled after the effective date to be accounted for under the provisions of SFAS 123R. Prior to January 1, 2006, the Company accounted for stock-based compensation arrangements according to the provisions of APB 25 and related interpretations. Pursuant to the income tax provisions included in SFAS 123R, the Company has elected the “short-cut method” of computing its hypothetical pool of additional paid-in capital that is available to absorb future tax benefit shortfalls.

Income Taxes

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of income taxes currently due plus deferred income taxes related to timing differences between the basis of certain assets and liabilities for financial and income tax reporting. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on the reported net loss.

Recent Accounting Pronouncements

In September 2006, the Securities and Exchange Commission issued SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), to address diversity in practice in quantifying financial statement misstatements. SAB 108 requires that the Company quantify misstatements based on their impact on financial statements and related disclosures. SAB 108 is effective for the first fiscal year ending after November 15, 2006. The Company has adopted SAB 108 in 2006. The adoption of SAB 108 did not have a material effect on the Company’s financial statements.

On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115 (“SFAS 159”), which permits companies to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without

F-13

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

having to apply complex hedge accounting provisions. SFAS 159 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the effect that SFAS 159 may have on the Company’s financial statements taken as a whole.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. The Company is currently assessing SFAS 157 and has not yet determined the impact, if any, that its adoption will have on its result of operations or financial condition.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company adopted FIN 48 on January 1, 2007 and the adoption did not have an effect on its results of operations and financial condition.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS 154”), which replaces APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, An Amendment of APB Opinion No. 28. SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted SFAS 154 effective January 1, 2006 and the adoption did not have an effect on its results of operations and financial condition.

3.   Property and Equipment

Property and equipment consisted of the following:

	December 31,
	2005		2006
Computer equipment	$	2,821	$	5,137
Software		947		2,754
Equipment under capital lease		398		–
Furniture and fixtures		699		1,015
Leasehold improvements		32		160
Total property and equipment		4,897		9,066
Less: Accumulated depreciation and amortization		2,605		4,109
Property and equipment, net	$	2,292	$	4,957

Depreciation and amortization expense was $447, $591 and $1,536 for the years ended December 31, 2004, 2005 and 2006, respectively.

F-14

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

4.   Notes Payable

The following is a summary of notes payable at December 31, 2005 and 2006:

	2005		2006
Notes payable to a financial institution in monthly installments plus interest through December 2008	$	1,316	$	702
Less: Current portion		614		449
Long-term portion	$	702	$	253

As of December 31, 2006 aggregate maturities of long-term debt are as follows:

2007	$	449
2008		253
	$	702

In February 2003, the Company entered into a Loan and Security Agreement (the “Agreement”) with a financial institution, which provided for a $350 term loan for the acquisition of property and equipment. From the period of August 2003 through September 2005, the Company amended the Agreement five times in order to increase the amount available to borrow to $2,175 and to add and amend various terms and covenants. Each advance under the Agreement is payable in monthly installments and is due three years from the date of the advance. The advances bear interest at a rate of prime plus 2% (10.25% at December 31, 2006).

The interest rate decreases to prime plus 1.5% upon the occurrence of a profitability event (as defined). Borrowings under the Agreement are collateralized by substantially all of the assets of the Company. The Agreement requires the Company to maintain certain financial covenants with which the Company was in compliance with at December 31, 2005 and 2006. As of December 31, 2006, no amounts remained available for borrowing under the Agreement.

In connection with the Agreement, the Company has issued a warrant to purchase 400 shares of the Company’s common stock at an exercise price of $0.50. The warrant will expire in November 2007. The value of the warrant, estimated using the Black-Scholes pricing model, was not material.

In March 2007, the Company entered into the Sixth Loan Modification Agreement (the “Loan Modification Agreement”). The Loan Modification Agreement established additional borrowing availability of $5,000 for the acquisition of property and equipment and modified certain terms and covenants. The new financial covenants include minimum net revenue requirements and a funded debt ratio requirement. The Company was in compliance with the covenants as of March 31, 2007 (unaudited). In connection with this Loan Modification Agreement, the Company also agreed to extend the term of the warrants held by the financial institution for a period of seven years from the date of the modification. The Company estimated the incremental fair value related to the modification of the warrants using the Black-Scholes pricing model and determined it to be immaterial.

5.   Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Preferred Stock

During 2002, the Company authorized 1,026,680 shares and 9,761,666 shares of Series A redeemable convertible preferred stock (“Series A”) and Series B redeemable convertible preferred stock (“Series B”), respectively. Also during 2002, the Company issued 1,026,680 and 9,641,666 shares of Series A and Series B,

F-15

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

respectively, in exchange for the conversion of bridge notes and accrued interest totaling $739 and cash proceeds of $3,823, net of $259 of issuance costs. The proceeds of the issuance were allocated between the Series A and Series B based on their relative fair values at the time of the transaction. Accordingly, the Company allocated $2,000 of net proceeds to the Series A and the remaining $2,561 to the Series B. The difference between the amount initially recorded for each series and their respective redemption values is being accreted to the redemption value over the period from issuance to the earliest redemption date.

During 2006, the Company authorized 2,521,432 shares of Series C redeemable convertible preferred stock (“Series C”). In May and July 2006, the Company issued 2,357,130 and 164,302 shares, respectively, of Series C for an aggregate purchase price of $15,000 or $5.949 per share.

The holders of preferred stock have the following rights:

Voting

The holders of the preferred stock are entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote. Each preferred stockholder is entitled to the number of votes equal to the number of shares of common stock into which each preferred share is convertible at the time of such vote. The holders of Series B and Series C are entitled to other specific voting rights with respect to the election of directors, as defined.

Dividends

The holders of Series B shares were entitled to receive cumulative dividends at the rate of 10% per annum through May 12, 2006, payable in preference and priority to any payment of any dividend on common stock, Series A or Series C shares. No dividends shall accrue after May 12, 2006. No dividends shall be made with respect to the common stock unless the holders of Series B and Series C first receive, or simultaneously receive, a dividend in an amount equivalent to that of common stock on an as converted basis. The holders of Series A shares are not entitled to receive dividends.

Liquidation Preference

In the event of any liquidation, dissolution or winding-up of the affairs of the Company, the holders of Series C are entitled to receive an amount, to be paid first out of the assets of the Company available for distribution to holders of all classes of capital stock, equal to $11.898 per share (subject to adjustment), plus any declared but unpaid dividends, in the case of a specified liquidation event (defined as an event in which the proceeds legally available for distribution to the stockholders have value equal to or less than $100,000), or $5.949 per share (subject to adjustment) plus any declared but unpaid dividends in the case of other than a specified liquidation event. If the assets of the Company are insufficient to pay the full amount entitled to the holders of Series C, then the entire assets of the Company shall be distributed ratably among the holders of Series C.

After such payments have been made in full to the holders of Series C, the holders of Series B are entitled to receive an amount equal to $0.50 per share (subject to adjustment), plus any accrued but unpaid dividends. If the assets of the Company are insufficient to pay the full amount entitled to the holders of Series B, then the remaining assets of the Company shall be distributed ratably among the holders of Series B.

After such payments have been made in full to the holders of Series C and Series B, the holders of Series A are entitled to receive an amount equal to approximately $17.00 per share (subject to adjustment). If the assets of the Company are insufficient to pay the full amount entitled to the holders of

F-16

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

Series A, then the remaining assets available for such distribution shall be distributed ratably among the holders of Series A.

Upon completion of the distribution as described above, all of the remaining proceeds available for distribution to stockholders shall be distributed among the holders of Series B and Series C and Common stock pro rata based on number of shares of Common stock held by each (assuming full conversion of all such preferred stock) provided that holders of Series C shall receive no further distribution if such holders are entitled to a distribution equal to twice the original price as stated above.

Conversion

Each share of preferred stock, at the option of the holder, is convertible into the number of fully paid shares of common stock as determined by dividing the respective preferred stock issue price by the conversion price in effect at the time. The initial conversion prices of Series A, B and C shares are $17.00, $0.50 and $5.949, respectively, and are subject to adjustment in accordance with the antidilution provisions contained in the Company’s Certificate of Incorporation, as amended.

At December 31, 2006, the conversion ratios for each of the Series is 1:1. Conversion is automatic immediately upon the closing of the first underwritten public offering in which the aggregate proceeds raised exceed $25,000 and pursuant to which the initial price to the public was at least $11.898 per share. At December 31, 2006, 13,309,778 shares of the Company’s common stock have been reserved for conversion of the preferred stock.

Redemption

The holders of at least a majority of the voting power of the then outstanding Series B and Series C shares (voting together as a single class), by written request at any time after May 12, 2010 (the “Redemption Date”), may require the Company to redeem the preferred stock by paying in cash a sum equal to 100% of the original purchase price of the Series A, Series B and Series C preferred stock plus accrued but unpaid dividends on Series B and declared but unpaid dividends on Series C, in three (3) annual installments. If the Company does not have sufficient funds legally available to redeem all shares of preferred stock to be redeemed at the Redemption Date, then the Company shall redeem first the maximum possible shares of Series C ratably among the holders of Series C. Only after all Series C shares to be redeemed at the Redemption Date have been redeemed, the Company shall redeem the maximum number of Series B shares ratably among the holders of Series B. Only after all Series C and B shares to be redeemed at the Redemption Date have been redeemed, the Company shall redeem the maximum number of Series A shares ratably among the holders of Series A. The Company recorded dividends and accretion through a charge to stockholders’ equity (deficit) of $3,701, $5,743 and $3,788 in 2004, 2005 and 2006, respectively and $253 in the three months ended March 31, 2007 (unaudited), in connection with these redemption rights.

Warrants

In connection with certain equity financings, the Company granted warrants to purchase 198,266 shares of common stock at exercise prices ranging from $1.57-$1.79 per share. The common stock warrants expire on varying dates through October 2008, or the effective date of a merger or consolidation of the Company with another entity or the sale of all or substantially all of the Company’s assets. Warrants to purchase 101,570 shares of common stock were exercised during 2006 and warrants to purchase 96,696 shares of common stock were outstanding at December 31, 2006.

F-17

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

In connection with the Series B financing, the Company granted to a consultant a warrant to purchase 120,000 shares of Series B at a price of $0.50 per share. The warrant expires on the earliest to occur of November 27, 2007, or immediately prior to the closing of a merger, sale of assets, or consolidation of the Company by another entity, or immediately prior to the closing date of an initial public offering of the Company’s common stock. The Company accounts for the Series B warrant in accordance with the guidance in FSP 150-5. The guidance provides that warrants for shares that are redeemable are within the scope of SFAS 150 and should be accounted for as a liability and reported at fair value each reporting period until exercised. At December 31, 2006, the Company used the Black-Scholes option-pricing model to estimate the fair value of the Series B warrant to be $628. During 2005 and 2006, the Company recorded a charge to other expense of $0 and $588 relating to the change in carrying value of the Series B warrant. During the three months ended March 31, 2007 (unaudited), the Company recorded a charge to other expense of $420 relating to the change in carrying value of the Series B warrant. At March 31, 2007 (unaudited), the entire warrant remained outstanding.

Common Stock

Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of preferred stock outstanding.

6.   Stock-Based Awards

In 1999, the Company’s Board of Directors adopted the 1999 Stock Option/Stock Issuance Plan (the “Plan”). The Plan provides for the granting of incentive and nonqualified stock options with a maximum term of ten years, restricted stock and other equity awards to employees, officers, directors, consultants and advisors of the Company. Provisions such as vesting, repurchase and exercise conditions and limitations are determined by the Board of Directors on the grant date. The maximum number of shares of common stock that may be issued pursuant to the 1999 Stock Plan is 4,311,041. As of December 31, 2006, 860,197 shares of common stock are available for issuance under the Plan. As of March 31, 2007 (unaudited), 787,823 shares of common stock are available for issuance under the Plan.

Prior to January 1, 2006, the Company accounted its stock-based compensation plans under the intrinsic value recognition and measurement provisions of APB 25 and related interpretations, and adopted the disclosure-only provisions of SFAS 123, as amended by SFAS No. 148.

Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123R. SFAS 123R requires nonpublic companies that used the minimum value method in SFAS 123 for either recognition or pro forma disclosures to apply SFAS 123R using the prospective transition method. Under the prospective transition method, compensation cost recognized in the year ended December 31, 2006 included the pro rata compensation cost for all share-based payments granted on or subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. The Company recognizes the compensation cost of employee stock-based awards in the statement of operations using the straight-line method over the requisite service period of the award. The Company will continue to apply APB 25 in future periods to equity awards outstanding at the date of SFAS 123R’s adoption that were measured using the minimum value method. In accordance with the requirements of SFAS 123R, the Company will not present pro forma disclosures for periods prior to the adoption of SFAS 123R, as the estimated fair value of the Company’s stock options granted through December 31, 2005 was determined using the minimum value method.

F-18

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

Stock Options

During the years ended December 31, 2004, 2005 and 2006, the Company granted 156,750, 566,995 and 576,380 stock options, respectively, to certain employees. During the three months ended March 31, 2007 (unaudited), the Company granted 159,250 stock options to certain employees. The vesting of these awards is time-based and the restrictions typically lapse 25% after one year and quarterly thereafter for the next 36 months.

Stock options have historically been granted with exercise price equal to the estimated fair value of the Company’s common stock on the date of grant, taking into account our most recently available valuation of common stock.

For the years ended December 31, 2004 and 2005 the fair value of common stock was estimated by the Company on an annual basis. Because there has been no public market for the Company’s common stock, the fair value was estimated by considering a number of objective and subjective factors, including peer group trading multiples, the amount of preferred stock liquidation preferences, the illiquid nature of common stock and the size of the Company and its lack of historical profitability.

Commencing in 2006, the Company began the process of quarterly contemporaneous common stock valuations. In the first quarter of 2006, the fair value of common stock was estimated using the guideline public company method. The valuation considered numerous factors, including peer group trading multiples, the amount of preferred stock liquidation preferences, the illiquid nature of the Company’s common stock, the Company’s small size, lack of historical profitability, short-term cash requirements and the redemption rights of preferred stockholders. The companies used for comparison under the guideline public company method were selected based on a number of factors, including but not limited to, the similarity of their industry, business models and financial risk to those of the Company.

Beginning in the second quarter of 2006, independent valuations were obtained to provide additional support for estimates of fair value. Under the probability-weighted expected return method, the fair market value of common stock was estimated based upon an analysis of future values for the Company assuming various outcomes. The share value was based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available to the Company as well as the rights of each share class. The possible outcomes considered were a sale of the Company, an exit through an initial public offering, a dissolution and continued operations as a private company. The resulting values represent the Company’s estimate of fair market value of common stock at each valuation date.

The following table summarizes by grant date the number of shares of common stock subject to options granted between January 1, 2006 and March 31, 2007, the per share exercise price of the options and the per share estimated fair value of the options:

	Number of Shares		Per Share		Per Share
	Subject to Options		Exercise Price		Estimated Fair
	Granted		of Option(1)		Value of Option(2)
Three months ended March 31, 2006		177,500	$	1.42	$	0.91
Three months ended June 30, 2006		69,375	$	3.77	$	2.42
Three months ended September 30, 2006		116,880	$	3.48	$	2.21
Three months ended December 31, 2006		212,625	$	3.96	$	2.52
January 18, 2007 (unaudited)		30,000	$	3.96	$	2.52
March 2, 2007 (unaudited)		129,250	$	5.36	$	3.41

(1)	The Per Share Exercise Price of Option represents the determination by our board of directors of the fair market value of our common stock on the date of grant, taking into account our most recently available valuation of common stock.
(2)	The Per Share Estimated Fair Value of Option was estimated for the date of grant using the Black-Scholes option-pricing model.

F-19

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model. The expected term assumption is based on the simplified method for estimating expected term for awards that qualify as “plain-vanilla” options under SAB 107, Share Based Payment. Expected volatility is based on historical volatility of the publicly traded stock of a peer group of companies analyzed by the Company. The risk-free interest rate is determined by reference to U.S. Treasury yields at or near the time of grant for time periods similar to the expected term of the award. The relevant data used to determine the value of the stock option grants is as follows:

				Three Months
	Year Ended			Ended
	December 31,			March 31,
	2006			2007
				(unaudited)
Weighted average risk-free interest rate		4.82	%		4.61	%
Expected term (in years)		6.1			6.1
Expected volatility		64.9	%		64.9	%
Expected dividends		0	%		0	%

A summary of stock option activity is as follows:

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
	Number of			Exercise		Term		Intrinsic
	Options			Price		(in years)		Value
Outstanding
Balance at December 31, 2003		2,146,807		$	0.52
Granted		156,750			0.05
Exercised		(1,475,920	)		0.05
Forfeited		(30,471	)		1.22
Balance at December 31, 2004		797,166			1.28
Granted		566,995			0.08
Exercised		(363,992	)		0.05
Forfeited		(63,424	)		1.33
Balance at December 31, 2005		936,745			1.03
Granted		576,380			3.06
Exercised		(147,776	)		0.07
Forfeited		(56,105	)		0.61
Balance at December 31, 2006		1,309,244			2.05		8.4	$	2,505
Granted (unaudited)		159,250			5.10
Exercised (unaudited)		(95,217	)		0.12
Forfeited (unaudited)		(86,876	)		0.32
Balance at March 31, 2007 (unaudited)		1,286,401			2.68
Exercisable at December 31, 2006		314,294		$	2.88		6.9	$	338
Exercisable at March 31, 2007 (unaudited)		309,636		$	3.08		6.9	$	707

The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2006 of $3.96 per share and the exercise price of the options.

F-20

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

The weighted average grant-date fair value of grants of stock options was $1.95 per share for the year ended December 31, 2006, and $3.24 for the three months ended March 31, 2007 (unaudited).

The total intrinsic value of stock options exercised was $0, $11 and $430 for the years ended December 31, 2004, 2005 and 2006, respectively, and $373 for the three months ended March 31, 2007 (unaudited).

Compensation cost of $23, $17 and $83 was recognized for employee stock-based compensation for the years December 31, 2004, 2005 and 2006, respectively. Compensation cost of $83 was recognized for employee stock-based compensation for the three months ended March 31, 2007 (unaudited).

Under the provisions of SFAS 123R, the Company recognized stock-based compensation expense on all employee awards in the following categories:

			Three
	Year Ended		Months Ended
	December 31,		March 31,
	2006		2007
			(unaudited)
Cost of revenue	$	25	$	15
Research and development		27		21
Sales and marketing		19		11
General and administrative		12		36
	$	83	$	83

No stock based compensation expense was capitalized during the years ended December 31, 2004, 2005 or 2006 or for the three months ended March 31, 2007 (unaudited). The unrecognized compensation expense associated with outstanding stock options at December 31, 2006 and March 31, 2007 (unaudited) was $1,030 and $1,450, respectively, which is expected to be recognized over a weighted-average period of 3.7 years and 3.5 years as of December 31, 2006 and March 31, 2007 (unaudited), respectively.

Restricted Stock

During the year ended December 31, 2005, the Company sold 147,700 shares of restricted stock to a certain employee. The vesting of this award is time-based and restrictions lapse over four years. The Company did not record compensation costs as the shares were sold at fair value. At December 31, 2006 110,775 shares remained unvested and no shares had been forfeited during 2006. At March 31, 2007 (unaudited), 101,544 shares remained unvested.

F-21

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

7.   Income Taxes

As a result of losses incurred, the Company did not provide for any income taxes in the years ended December 31, 2004, 2005 and 2006. A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows:

	Years Ended December 31,
	2004			2005			2006
Statutory rate		34	%		34	%		34	%
Increase in valuation allowance		(38	)		(55	)		(40	)
State taxes, net of federal benefit		6			6			6
Impact of permanent differences		(2	)		–			(1	)
Expiration of state net operation losses		–			–			(5	)
Tax credits		9			14			7
Other		(9	)		1			(1	)
		0	%		0	%		0	%

The Company has deferred tax assets related to temporary differences and operating loss carryforwards as follows:

	December 31,
	2005			2006
Deferred tax assets
Net operating loss carryforwards	$	7,358		$	10,778
Capitalized research and development		70			41
Research and development credit carryforwards		660			1,584
Accrued expenses		1,208			176
Depreciation		257			–
Redeemable convertible preferred stock warrant		–			237
Total deferred tax assets		9,553			12,816
Deferred tax asset valuation allowance		(9,553	)		(12,688	)
Net deferred tax assets		–			128
Deferred tax liabilities
Depreciation		–			(128	)
Total deferred tax liabilities		–			(128	)
Net deferred tax assets	$	–		$	–

The Company has provided a valuation allowance for the full amount of its net deferred tax assets since at December 31, 2005 and 2006 it is not more likely than not that any future benefit from deductible temporary differences and net operating loss and tax credit carryforwards would be realized. The change in valuation allowance for the year ended December 31, 2006 of $3,135 is attributable primarily to the increase in the net operating loss and research and development credit carryforwards.

At December 31, 2006, the Company has federal and state net operating loss carryforwards of approximately $29,100 and $22,500, respectively, which expire at varying dates through 2026 for federal income tax purposes and through 2011 for state income tax purposes. At December 31, 2006, $430 of federal and state net

F-22

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

operating loss carryforwards relate to deductions for stock option compensation for which the associated tax benefit will be credited to additional paid-in capital when realized.

At December 31, 2006, the Company has federal and state research and development credit carryforwards of $979 and $605, respectively, which will expire at varying dates through 2026 for federal income tax purposes and through 2021 for state income tax purposes.

Adoption of FIN 48 (unaudited)

In June 2006, The FASB published FASB Interpretation No. 48, Accounting for Uncertain Tax Positions, (“FIN 48”). This interpretation seeks to reduce the significant diversity in practice associated with recognition and measurement in the accounting for income taxes. It applies to all tax positions accounted for in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 requires that a tax position meet “a more likely than not” threshold for the benefit of the uncertain tax position to be recognized in the financial statements. This threshold is to be met assuming that the tax authorities will examine the uncertain tax position. FIN 48 contains guidance with respect to the measurement of the benefit that is recognized for an uncertain tax position, when that benefit should be derecognized, and other matters.

On January 1, 2007, the Company adopted the provisions of FIN 48. The Company has no amounts recorded for any unrecognized tax benefits as of January 1, 2007 or March 31, 2007 (unaudited). In addition, the Company did not record any amount for the implementation of FIN 48. The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes as a component of its income tax provision. As of January 1, 2007 and March 31, 2007 (unaudited), the Company had no accrued interest or tax penalties recorded. The Company’s income tax return reporting periods since December 31, 2003 are open to income tax audit examination by the federal and state tax authorities. In addition, as the Company has net operating loss carryforwards, the Internal Revenue Service is permitted to audit earlier years and propose adjustments up to the amount of net operating loss generated in those years.

Utilization of net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership changes that have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. Any limitation may result in expiration of a portion of the net operating loss or research and development credit carryforwards before utilization. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. Since the Company’s formation, the Company has raised capital through the issuance of common stock and preferred stock, which, combined with the purchasing shareholders’ subsequent disposition of those shares, may have resulted in a change of control, as defined by Section 382, or could result in a change of control in the future upon subsequent disposition. The Company is in the process of conducting a Section 382 study to determine whether such an ownership change has occurred. Until the study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position under FIN 48. However, changes in the unrecognized tax position, if any, will have no impact on the effective tax rate due to the existence of the full valuation allowance.

F-23

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

8.   Accrued Expenses

	December 31,
	2005		2006
Payroll and payroll related	$	381	$	694
Licensed software and maintenance		–		562
Marketing programs		8		509
Other accrued expenses		105		641
	$	494	$	2,406

9.   401(k) Savings Plan

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board of Directors. There were no contributions made to the plan by the Company during the years ended December 31, 2004, 2005 and 2006 or the three months ended March 31, 2007 (unaudited).

10.   Commitments and Contingencies

Capital Leases

The Company leased equipment under capital leases that expired in 2006 (Note 3). Accumulated amortization for assets under capital leases was $374 and $398 at December 31, 2004 and 2005, respectively. Amortization of assets under capital leases was $101, $19 and $0 for the years ended December 31, 2004, 2005 and 2006, respectively.

Operating Leases

The Company leased its office space under a noncancelable operating lease expiring in July 2005. In June 2005, the Company and the landlord entered into the First Amendment to the original lease agreement which effectively terminated the original lease related to the existing office space and entered into a new lease agreement for new office space with a lease term of five years from the commencement of the First Amendment in October 2005. In July 2006, the Company subleased an adjacent office space within the same building. Simultaneous with the execution of the sublease, the Company entered into the Second Amendment of its primary office lease to incorporate the additional space, upon the expiration of the sublease, into the primary office lease for the period from May 1, 2008 to September 2010. Total rent expense under operating leases was $214, $351 and $745 for the years ended December 31, 2004, 2005 and 2006, respectively.

As of December 31, 2006, future minimum lease payments under noncancelable operating leases for the years ending December 31 are as follows:

2007	$	836
2008		907
2009		939
2010		705
	$	3,387

F-24

Constant Contact, Inc.

Notes to Financial Statements

(in thousands, except share and per share amounts)

In February 2007, the Company entered into the third amendment of its office lease in order to expand its existing premises. The modified lease arrangement required a $92 increase in the security deposit. To satisfy the increased security deposit requirement, the Company increased the letter of credit issued for the benefit of the holder of the lease and the related restricted cash arrangement securing the letter of credit. As a result, the future lease commitments increased by $183, $372, $385, and $294 for 2007, 2008, 2009 and 2010, respectively.

Hosting Services

The Company has an agreement with a vendor to provide specialized space and related services from which the Company hosts its software application. As of December 31, 2006, the agreement requires future minimum payments of $561 and $339 in 2007 and 2008, respectively.

Letters of Credit

As of December 31, 2005, 2006, and March 31, 2007 (unaudited), the Company maintained a letter of credit totaling $216, $216 and $308, respectively, for the benefit of the holder of the Company’s facilities lease. The holder can draw against the letter of credit in the event of default by the Company. The Company is required to maintain a cash balance of at least $266 as of December 31, 2005 and 2006 and $358 as of March 31, 2007 to secure the letter of credit and as collateral on customer credit card deposits. This amount was classified as restricted cash in the balance sheet at December 31, 2005 and 2006.

Indemnification Obligations

The Company enters into standard indemnification agreements with the Company’s channel partners and certain other third parties in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses incurred by the indemnified party in connection with certain intellectual property infringement claims by any third party with respect to the Company’s business and technology. Based on historical information and information known as of December 31, 2006, the Company does not expect it will incur any significant liabilities under these indemnification agreements.

11.   Related Party

An executive of the Company served as a director of a channel partner and vendor to the Company from December 2003 through May 2007. In the years ended December 31, 2004, 2005 and 2006, the Company’s aggregate payments to this channel partner and vendor for customer referrals and template design services were $37, $107 and $164, respectively.

F-25

Over 120,000 customers. Here are just a few. Moms-for-Profit “ I absolutely value the day that I was referred to Constant Contact.” Adams Jette Marketing + Communications Inc. “The reports are great— apparently our open rates are phenomenal—and each issue makes the telephone ring.” Girls Learn To Ride “Email marketing is only a fraction of the cost of print ads. It brings in a phenomenal ROI.” American Autowire “Our web traffic reflects the Communities Foundation newsletter’s success! Our hits of Oklahoma and “click-throughs” prove that “Constant Contact has been people WANT to receive these the perfect solution allowing us newsletters.” to stay in touch with our VIP’s, donors and fund holders on a Sojourn Bags regular basis.” “I love seeing all the increase in people shopping my site directly Davio’s Restaurant following the emails.” “Constant Contact is an easy and immediate way to reach our customers...” ConstantContact.com ^© 2007 Constant Contact. All rights reserved 07-0139

           Shares

Common Stock

PROSPECTUS

          , 2007

CIBC World Markets Thomas Weisel Partners LLC

William Blair & Company Cowen and Company Needham & Company, LLC

You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities.

Until          , 2007 (25 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.   Other Expenses of Issuance and Distribution

The following table indicates the expenses to be incurred in connection with the offering described in this Registration Statement, other than underwriting discounts and commissions, all of which will be paid by the Registrant. All amounts are estimated except the Securities and Exchange Commission registration fee and the National Association of Securities Dealers, Inc. filing fee.

	Amount
Securities and Exchange Commission registration fee	$	2,648
National Association of Securities Dealers, Inc. fee		9,125
Nasdaq Global Market listing fee		*
Accountants’ fees and expenses		*
Legal fees and expenses		*
Blue Sky fees and expenses		*
Transfer Agent’s fees and expenses		*
Printing and engraving expenses		*
Miscellaneous		*
Total Expenses	$

* To be filed by Amendment.

Item 14.   Indemnification of Directors and Officers

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our restated certificate of incorporation provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and

II-1

reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our restated certificate of incorporation provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of Constant Contact) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of Constant Contact, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our certificate of incorporation provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of Constant Contact to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer of Constant Contact, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Constant Contact, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We intend to enter into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, against certain liabilities.

Item 15.   Recent Sales of Unregistered Securities

Set forth below is information regarding shares of common stock issued, and options granted, by us within the past three years. Also included is the consideration, if any, received by us for such shares and options and

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information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

(a) Issuances of Capital Stock

On May 12, 2006 and July 20, 2006, we issued and sold an aggregate of 2,521,432 shares of our Series C Convertible Preferred Stock to individual investors for an aggregate purchase price of $14,999,998.98. Upon the closing of this offering, these shares will automatically convert into 2,521,432 shares of common stock.

On June 20, 2006, a holder of two warrants to purchase shares of our common stock exercised its warrants for an aggregate of 6,094 shares for an aggregate purchase price of $10,909.17.

On June 19, 2006, a holder of a warrant to purchase shares of our common stock exercised its warrant for an aggregate of 45,937 shares for an aggregate purchase price of $82,230.21.

On August 8, 2006, a holder of a warrant to purchase shares of our common stock exercised its warrant for an aggregate of 49,539 shares for an aggregate purchase price of $88,676.27.

In April 2007, a holder of warrants to purchase shares of our common stock exercised its warrant for 22,600 shares for an aggregate purchase price of $42,454.

No underwriters were involved in the foregoing sales of securities. The securities described in this paragraph (a) of Item 15 were sold in reliance on the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder relative to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required.

(b)  Stock Options and Restricted Stock

Since January 1, 2004, we have granted stock options to purchase an aggregate of 1,621,840 shares of our common stock with exercise prices ranging from $0.05 to $8.96 per share, to employees, directors, and consultants pursuant to our 1999 Stock Option/Stock Issuance Plan. Since January 1, 2004, an aggregate of 2,082,905 shares have been issued upon the exercise of stock options for an aggregate consideration of $114,457. The shares of common stock issued upon exercise of options are deemed restricted securities for the purposes of the Securities Act.

On December 12, 2005, we issued 147,700 shares of our common stock to Mr. Wasserman pursuant to a restricted stock agreement for an aggregate purchase price of $11,816.

The issuances of stock options and the shares of common stock issuable upon the exercise of the options and the shares of restricted stock as described in this paragraph (b) of Item 15 were issued pursuant to written compensatory plans or arrangements with our employees, directors and consultants, in reliance on the exemption provided by Section 3(b) of the Securities Act and Rule 701 promulgated thereunder. All recipients either received adequate information about us or had access, through employment or other relationships, to such information.

Item 16.   Exhibits

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated by reference herein.

Item 17.   Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)  For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

(2)  For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4)  For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts on the 6th day of July, 2007.

CONSTANT CONTACT, INC.

By:  /s/  Gail F. Goodman

Gail F. Goodman

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gail F. Goodman, Steven R. Wasserman and Robert P. Nault, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/  Gail F. Goodman Gail F. Goodman		Chairman, President and Chief Executive Officer (Principal Executive Officer)	July 6, 2007
/s/  Steven R. Wasserman Steven R. Wasserman		Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 6, 2007
/s/  Thomas Anderson Thomas Anderson		Director	July 6, 2007
/s/  Robert P. Badavas Robert P. Badavas		Director	July 6, 2007
/s/  John Campbell John Campbell		Director	July 6, 2007

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	Signature	Title	Date
/s/  Michael T. Fitzgerald Michael T. Fitzgerald		Director	July 6, 2007
/s/  Patrick Gallagher Patrick Gallagher		Director	July 6, 2007
/s/  William S. Kaiser William S. Kaiser		Director	July 3, 2007

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Exhibit Index

Exhibit
Number			Description
	1	.1*	Form of Underwriting Agreement
	3	.1	Second Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect
	3	.2*	Form of Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of the offering
	3	.3	Amended and Restated Bylaws of the Registrant, as currently in effect
	3	.4*	Form of Second Amended and Restated Bylaws of the Registrant, to be effective upon the closing of the offering
	4	.1*	Specimen Certificate evidencing shares of common stock
	5	.1*	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
	10	.1	1999 Stock Option/Stock Issuance Plan, as amended
	10	.2	Form of Non-Qualified Stock Option Agreement with Executive Officers under the 1999 Stock Option/Stock Issuance Plan
	10	.3	Form of Non-Qualified Stock Option Agreement under the 1999 Stock Option/Stock Issuance Plan
	10	.4	Restricted Stock Agreement, dated December 12, 2005, between the Registrant and Steven R. Wasserman
	10	.5*	2007 Stock Incentive Plan
	10	.6*	Form of Incentive Stock Option Agreement under the 2007 Stock Incentive Plan
	10	.7*	Form of Non-Qualified Stock Option Agreement under the 2007 Stock Incentive Plan
	10	.8*	2007 Employee Stock Purchase Plan
	10	.9	Letter Agreement, dated April 14, 1999, between the Registrant and Gail F. Goodman
	10	.10	Letter Agreement, dated December 1, 2005, between the Registrant and Steven R. Wasserman
	10	.11	Letter Agreement, dated December 6, 2006, between the Registrant and Richard H. Turcott
	10	.12	2007 Executive Team Bonus Plan
	10	.13*	Form of Director and Executive Officer Indemnification Agreement
	10	.14	Amended and Restated Investors’ Rights Agreement, dated as of August 9, 2001, among the Registrant and the investors listed therein
	10	.15	Amended and Restated Preferred Investors’ Rights Agreement, dated as of May 12, 2006, among the Registrant and the parties listed therein
	10	.16	Lease Agreement, dated as of July 9, 2002, as amended, between the Registrant and Boston Properties Limited Partnership
	10	.17+	Loan and Security Agreement, dated February 27, 2003, as amended, between the Registrant and Silicon Valley Bank
	16	.1	Letter from Vitale, Caturano & Company, Ltd. to the Securities and Exchange Commission, dated July 6, 2007
	23	.1	Consent of PricewaterhouseCoopers LLP
	23	.2	Consent of Vitale, Caturano & Company, Ltd.
	23	.3*	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
	24	.1	Powers of Attorney (included on signature page)

*	To be filed by amendment.
+	Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.

Financial Statement Schedules — No financial statement schedules have been submitted because they are not required or applicable or because the information required is included in the financial statements or the notes thereto.

EX-3.1

                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          ROVING SOFTWARE INCORPORATED
                        Pursuant to Sections 242 and 245
                        of the General Corporation Law of
                              the State of Delaware

          ROVING SOFTWARE INCORPORATED, a corporation organized and existing
under and by virtue of the provisions of the General Corporation Law of the
State of Delaware (the "General Corporation Law"),

          DOES HEREBY CERTIFY:

          FIRST: That the name of this corporation is ROVING SOFTWARE
INCORPORATED.

          SECOND: That the Certificate of Incorporation was originally filed on
July 25, 2000.

          THIRD: That the Board of Directors duly adopted resolutions proposing
to amend and restate the Certificate of Incorporation of this corporation,
declaring said amendment and restatement to be advisable and in the best
interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the
stockholders therefor, which resolution setting forth the proposed amendment and
restatement is as follows:

          RESOLVED, that the Certificate of Incorporation of this corporation be
amended and restated in its entirety as follows:

                                    ARTICLE I

          The name of this corporation is Roving Software Incorporated.

                                   ARTICLE II

          The address of the registered office of this corporation in the State
of Delaware is 2711 Centerville Road, City of Wilmington 19808, County of New
Castle; and the name of the registered agent of this corporation in the State of
Delaware at such address is Corporation Service Company.

                                   ARTICLE III

          The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law.



                                   ARTICLE IV

     A. Authorization of Stock. This corporation is authorized to issue two
classes of stock to be designated, respectively, common stock and preferred
stock. The total number of shares that this corporation is authorized to issue
is thirty-three million three hundred nine thousand seven hundred seventy-eight
(33,309,778). The total number of shares of common stock authorized to be issued
is twenty million (20,000,000), par value $0.01 per share (the "Common Stock").
The total number of shares of preferred stock authorized to be issued is
thirteen million three hundred nine thousand seven hundred seventy-eight
(13,309,778), par value $0.01 per share (the "Preferred Stock"), of which one
million twenty six thousand six hundred eighty (1,026,680) shares are designated
as "Series A Preferred Stock", nine million seven hundred sixty one thousand six
hundred sixty six (9,761,666) shares are designated as "Series B Preferred
Stock" and two million five hundred twenty-one thousand four hundred thirty-two
(2,521,432) shares are designated as "Series C Preferred Stock".

     B. Rights, Preferences and Restrictions of Preferred Stock. The rights,
preferences, privileges and restrictions granted to and imposed on the Preferred
Stock are as set forth below in this Article IV(B).

          1. Dividend Provisions.

               (a) Subject to the terms and conditions set forth in this Section
1(a) and in Section 2, the holders of shares of Series B Preferred Stock shall
be entitled to receive dividends out of any assets legally available therefor,
prior and in preference to any declaration or payment of any dividend (payable
other than in Common Stock or other securities and rights convertible into or
entitling the holder thereof to receive, directly or indirectly, additional
shares of Common Stock of this corporation) on the Common Stock, Series A
Preferred Stock and/or Series C Preferred Stock of this corporation, at the
applicable Series B Dividend Rate (as defined below), payable (i) when, as and
if declared by the Board of Directors (including at least a majority of the
directors designated by the holders of Series B Preferred Stock and Series C
Preferred Stock), (ii) in cash in the event of a Liquidation Event (as defined
below) or (iii) in cash upon redemption of such Series B Preferred Stock
pursuant to Section 3 hereof. Such dividends shall be cumulative from the date
of issuance of the Series B Preferred Stock and shall accrue whether or not
declared until May 12, 2006. No such dividends shall accrue after May 12, 2006.
The holders of the outstanding Series B Preferred Stock can waive any dividend
preference that such holders shall be entitled to receive under this Section 1
upon the affirmative vote or written consent of the holders of at least sixty
percent (60%) of the shares of Series B Preferred Stock then outstanding. For
purposes of this subsection 1(a), "Series B Dividend Rate" shall mean the rate
of ten percent (10%) per annum, compounded annually (on the basis of a 365 day
year) until but not after May 12, 2006, of the Series B Original Issue Price (as
defined below).

               (b) The Corporation shall not declare, pay or set aside any
dividends (other than dividends payable in shares of Common Stock) on shares of
Common Stock unless the holders of the Series B Preferred Stock and Series C
Preferred Stock then outstanding shall first receive, or simultaneously receive,
a dividend on each outstanding share of Series B Preferred Stock and Series C
Preferred Stock in an amount at least equal to the product of (i) the per share
dividend to be declared, paid or set aside for the Common Stock, multiplied by
(ii) the


                                        2



number of shares of Common Stock into which such share of Series B Preferred
Stock or Series C Preferred Stock, as the case may be, is then convertible.

               (c) The Series A Preferred Stock shall not be entitled to receive
dividends.

          2. Liquidation Preference.

               (a) In the event of any Liquidation Event (as defined below),
either voluntary or involuntary, the holders of Series C Preferred Stock shall
be entitled to receive, prior and in preference to any distribution of the
proceeds of such Liquidation Event (the "Proceeds") to the holders of Series B
Preferred Stock pursuant to Section 1(a) or to the holders of Common Stock,
Series A Preferred Stock and/or Series B Preferred Stock by reason of their
ownership thereof,

               (i) in the event of any Liquidation Event in which the Proceeds
legally available for distribution to the stockholders have a value equal to or
less than $100,000,000 (a "Specified Liquidation Event"), an amount per share
equal to two times the Series C Original Issue Price (as defined below) plus all
declared and unpaid dividends on such share, or

               (ii) in the event of any Liquidation Event other than a Specified
Liquidation Event, an amount per share equal to the Series C Original Issue
Price plus all declared and unpaid dividends on such share.

If, upon the occurrence of such event, the Proceeds thus distributed among the
holders of Series C Preferred Stock shall be insufficient to permit the payment
to such holders of the full aforesaid preferential amounts, then the entire
Proceeds legally available for distribution shall be distributed ratably among
the holders of Series C Preferred Stock in proportion to the full preferential
amount that each such holder is otherwise entitled to receive under this
subsection 2(a). For purposes of this Second Amended and Restated Certificate of
Incorporation, the "Series C Original Issue Price" shall mean $5.949 per share
for each share of Series C Preferred Stock (as adjusted for any stock splits,
stock dividends, combinations, subdivisions, recapitalizations or the like with
respect to such series of Preferred Stock).

               (b) After payment to the holders of Series C Preferred Stock
pursuant to subsection (a), the holders of Series B Preferred Stock shall be
entitled to receive, prior and in preference to any distribution of the Proceeds
to the holders of Common Stock and/or Series A Preferred Stock by reason of
their ownership thereof, an amount per share equal to the Series B Original
Issue Price (as defined below) plus all accrued and unpaid dividends under
Section 1(a), whether or not declared, and all other declared and unpaid
dividends on such share. If, upon the occurrence of such event, the Proceeds
thus distributed among the holders of Series B Preferred Stock shall be
insufficient to permit the payment to such holders of the full aforesaid
preferential amounts, then the entire Proceeds legally available for
distribution shall be distributed ratably among the holders of Series B
Preferred Stock in proportion to the full preferential amount that each such
holder is otherwise entitled to receive under this subsection 2(b). For purposes
of this Second Amended and Restated Certificate of Incorporation, the "Series B
Original Issue Price" shall mean $0.50 per share for each share of Series B
Preferred Stock (as adjusted for any stock


                                        3



splits, stock dividends, combinations, subdivisions, recapitalizations or the
like with respect to such series of Preferred Stock).

               (c) After payment to the holders of Series C Preferred Stock
pursuant to subsection (a) and the holders of Series B Preferred Stock pursuant
to subsection (b), the holders of Series A Preferred Stock shall be entitled to
receive, prior and in preference to any distribution of the remaining Proceeds
to the holders of Common Stock by reason of their ownership thereof, an amount
per share equal to the Series A Original Issue Price (as defined below) for such
series of Preferred Stock plus all declared and unpaid dividends on such share.
If, upon the occurrence of such event, the Proceeds thus distributed among the
holders of Series A Preferred Stock shall be insufficient to permit the payment
to such holders of the full aforesaid preferential amounts, then the entire
remaining Proceeds legally available for distribution, after payment of any
amounts under subsections (a) and (b), shall be distributed ratably among the
holders of Series A Preferred Stock in proportion to the full preferential
amount that each such holder is otherwise entitled to receive under this
subsection (c). For purposes of this Second Amended and Restated Certificate of
Incorporation, the "Series A Original Issue Price" shall mean $17.00 per share
for each share of the Series A Preferred Stock (as adjusted for any stock
splits, stock dividends, combinations, subdivisions, recapitalizations or the
like with respect to such series of Preferred Stock) (the Series A Original
Issue Price, the Series B Original Issue Price and the Series C Original Issue
Price shall each be referred to as an "Original Issue Price").

               (d) Upon completion of the distribution required by subsections
(a), (b) and (c) of this Section 2, all of the remaining Proceeds available for
distribution to stockholders shall be distributed among the holders of Series C
Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the
number of shares of Common Stock held by each (assuming full conversion of all
such Preferred Stock), provided, that holders of Series C Preferred Stock shall
receive no distribution under this Section 2(d) if such holders are entitled to
a distribution under Section 2(a)(i) above.

               (e) Notwithstanding the above, for purposes of determining the
amount each holder of shares of Preferred Stock is entitled to receive with
respect to a Liquidation Event, each such holder of shares of a series of
Preferred Stock shall be deemed to have converted (regardless of whether such
holder actually converted) such holder's shares of such series into shares of
Common Stock immediately prior to the Liquidation Event if, as a result of an
actual conversion, such holder would receive, in the aggregate, an amount
greater than the amount that would be distributed to such holder if such holder
did not convert such series of Preferred Stock into shares of Common Stock. If
any such holder shall be deemed to have converted shares of Preferred Stock into
Common Stock pursuant to this paragraph, then such holder shall not be entitled
to receive any distribution that would otherwise be made to holders of Preferred
Stock that have not converted (or have not been deemed to have converted) into
shares of Common Stock.

               (f) (i) For purposes of this Section 2, a "Liquidation Event"
shall include (A) the closing of the sale, transfer or other disposition of all
or substantially all of this corporation's assets, (B) the consummation of the
merger or consolidation of this corporation with or into another entity (except
a merger or consolidation in which the holders of capital stock of this
corporation immediately prior to such merger or consolidation continue to hold
at least


                                        4



50% of the voting power of the capital stock of this corporation or the
surviving or acquiring entity), (C) the closing of the transfer (whether by
merger, consolidation or otherwise), in one transaction or a series of related
transactions, to a person or group of affiliated persons (other than an
underwriter of this corporation's securities or holder of then outstanding
Preferred Stock), of this corporation's securities if, after such closing, such
person or group of affiliated persons would hold 50% or more of the outstanding
voting stock of this corporation (or the surviving or acquiring entity) or (D) a
liquidation, dissolution or winding up of this corporation; provided, however,
that a transaction shall not constitute a Liquidation Event if its sole purpose
is to change the state of this corporation's incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held this corporation's securities immediately prior to such
transaction. Notwithstanding the prior sentence, the issuance and sale of shares
of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock in a financing transaction shall not be deemed a "Liquidation Event." The
treatment of any particular transaction or series of related transactions as a
Liquidation Event may be waived by the vote or written consent of the holders of
at least Fifty and One-Tenth percent (50.1%) of the voting power of all then
outstanding shares of Series B Preferred Stock and Series C Preferred Stock
(voting together as a single class and not as separate series).

               (ii) In any Liquidation Event, if Proceeds received by this
corporation or its stockholders are other than cash, its value will be deemed
its fair market value. Any securities shall be valued as follows:

                    (A) Securities not subject to investment letter or other
     similar restrictions on free marketability covered by (B) below:

                    (1) If traded on a securities exchange or through the Nasdaq
          National Market, the value shall be deemed to be the average of the
          closing prices of the securities on such exchange or system over the
          thirty (30) trading-day period ending three (3) trading days prior to
          the closing of the Liquidation Event;

                    (2) If actively traded over-the-counter, the value shall be
          deemed to be the average of the closing bid or sale prices (whichever
          is applicable) over the thirty (30) trading-day period ending three
          (3) trading days prior to the closing of the Liquidation Event; and

                    (3) If there is no active public market, the value shall be
          the fair market value thereof, as mutually determined by this
          corporation and the holders of at least Fifty and One-Tenth percent
          (50.1%) of the voting power of all then outstanding shares of Series B
          Preferred Stock and Series C Preferred Stock (voting together as a
          single class and not as separate series).

                    (B) The method of valuation of securities subject to
     investment letter or other restrictions on free marketability (other than
     restrictions arising solely by virtue of a stockholder's status as an
     affiliate or former affiliate) shall be to make an appropriate discount
     from the market value determined as above in (A) (1), (2) or (3) to reflect
     the approximate fair market value thereof, as mutually determined by this
     corporation and the holders of at least Fifty and One-Tenth percent (50.1%)
     of the voting


                                        5



     power of all then outstanding shares of Series B Preferred Stock and Series
     C Preferred Stock (voting together as a single class and not as separate
     series).

                    (C) The foregoing methods for valuing non-cash consideration
     to be distributed in connection with a Liquidation Event may be superceded
     by any determination of such value set forth in the definitive agreements
     governing such Liquidation Event.

               (iii) In the event the requirements of this Section 2 are not
complied with, this corporation shall forthwith either:

                    (A) cause the closing of such Liquidation Event to be
     postponed until such time as the requirements of this Section 2 have been
     complied with; or

                    (B) cancel such transaction, in which event the rights,
     preferences and privileges of the holders of the Preferred Stock shall
     revert to and be the same as such rights, preferences and privileges
     existing immediately prior to the date of the first notice referred to in
     subsection 2(f)(iv) hereof.

               (iv) This corporation shall give each holder of record of
Preferred Stock written notice of such impending Liquidation Event not later
than twenty (20) days prior to the stockholders' meeting called to approve such
transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this Section 2, and this corporation shall thereafter give such holders prompt
notice of any material changes. The transaction shall in no event take place
sooner than twenty (20) days after this corporation has given the first notice
provided for herein or sooner than ten (10) days after this corporation has
given notice of any material changes provided for herein; provided, however,
that subject to compliance with the General Corporation Law such periods may be
shortened or waived upon the written consent of the holders of Series B
Preferred Stock and Series C Preferred Stock that represent at least Fifty and
One-Tenth percent (50.1%) of the voting power of all then outstanding shares of
Series B Preferred Stock and Series C Preferred Stock (voting together as a
single class and not as separate series).

          3. Redemption.

               (a) At any time after May 12, 2010, but within ninety (90) days
after the receipt by this corporation of a written request from the holders of
not less than a majority of the voting power of all then outstanding Series B
Preferred Stock and Series C Preferred Stock (voting together as a single class
and not as separate series), that all of the then outstanding shares of
Preferred Stock be redeemed, this corporation shall, to the extent it may
lawfully do so, redeem in three (3) annual installments (each payment date being
referred to herein as a "Redemption Date") the then outstanding shares of
Preferred Stock by paying in cash therefor a sum per share equal to the
applicable Original Issue Price plus all declared but unpaid dividends on such
shares plus, in the case of the Series B Preferred Stock, all accrued but unpaid
dividends on such shares (whether or not declared) (the "Redemption Price"). The
number of shares of


                                        6



each series of Preferred Stock that this corporation shall be required to redeem
on any one Redemption Date shall be equal to the amount determined by dividing
(i) the aggregate number of shares of such series of Preferred Stock outstanding
immediately prior to such Redemption Date by (ii) the number of remaining
Redemption Dates (including the Redemption Date to which such calculation
applies).

               (b) At least fifteen (15) but no more than forty-five (45) days
prior to each Redemption Date, written notice shall be mailed, first class
postage prepaid, to each holder of record (at the close of business on the
business day immediately preceding the day on which notice is given) of
Preferred Stock, at the address last shown on the records of this corporation
for such holder, notifying such holder of the redemption to be effected on the
applicable Redemption Date, specifying the number and series of the shares of
Preferred Stock to be redeemed from such holder the Redemption Price for each
series of Preferred Stock and the place at which payment may be obtained and
calling upon such holder to surrender to this corporation, in the manner and at
the place designated, his, her or its certificate or certificates representing
the shares to be redeemed, if any (the "Redemption Notice"). Except as provided
in subsection (3)(c), on or after each Redemption Date, each holder of Preferred
Stock on such Redemption Date shall surrender to this corporation the
certificate or certificates representing such shares, in the manner and at the
place designated in the Redemption Notice, and thereupon the applicable
Redemption Price of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be cancelled. In the event less than all the
shares represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares.

               (c) From and after each Redemption Date, unless there shall have
been a default in payment of the Redemption Price, all rights of the holders of
shares of Preferred Stock designated for redemption on such Redemption Date in
the Redemption Notice as holders of Preferred Stock (except the right to receive
the applicable Redemption Price without interest upon surrender of their
certificate or certificates) shall cease with respect to such shares, and such
shares shall not thereafter be transferred on the books of this corporation or
be deemed to be outstanding for any purpose whatsoever. If the funds of this
corporation legally available for redemption of shares of Preferred Stock on a
Redemption Date are insufficient to redeem the total number of shares of
Preferred Stock to be redeemed on such date, those funds that are legally
available will be used first to redeem the maximum possible number of shares of
Series C Preferred Stock ratably among the holders of such shares of Series C
Preferred Stock to be redeemed in proportion to the aggregate Redemption Price
that each such holder would be entitled to receive pursuant to Section 3(a);
second, only after all of the shares of Series C Preferred Stock to be redeemed
on such Redemption Date have been redeemed, to redeem the maximum possible
number of shares of Series B Preferred Stock ratably among the holders of such
shares of Series B Preferred Stock to be redeemed in proportion to the aggregate
Redemption Price that each such holder would be entitled to receive for such
holder's Series B Preferred Stock pursuant to Section 3(a); and third to redeem
the maximum possible number of shares of Series A Preferred Stock ratably among
the holders of such shares of Series A Preferred Stock to be redeemed in
proportion to the aggregate Redemption Price that each such holder would be
entitled to receive for such holder's Series A Preferred Stock pursuant to
Section 3(a). The shares of Preferred Stock not redeemed shall remain
outstanding and entitled to all the rights and preferences provided herein. At
any time thereafter when additional funds of


                                        7



this corporation are legally available for the redemption of shares of Preferred
Stock (subject to the preferential redemption rights of the Series C Preferred
Stock and Series B Preferred Stock), such funds will immediately be used to
redeem the balance of the shares that this corporation has become obliged to
redeem on any Redemption Date but that it has not redeemed.

               (d) On or prior to each Redemption Date, this corporation shall
deposit the Redemption Price of all shares of Preferred Stock designated for
redemption on such Redemption Date in the Redemption Notice, and not yet
redeemed or converted, with a bank or trust corporation having aggregate capital
and surplus in excess of $100,000,000 as a trust fund for the benefit of the
respective holders of the shares designated for redemption and not yet redeemed,
with irrevocable instructions and authority to the bank or trust corporation to
publish the notice of redemption thereof and pay the Redemption Price for such
shares to their respective holders on or after the Redemption Date, upon receipt
of notification from this corporation that such holder has surrendered his, her
or its share certificate to this corporation pursuant to subsection (3)(b)
above. As of the date of such deposit (even if prior to the Redemption Date),
the deposit shall constitute full payment of such shares to their holders, and
from and after the date of the deposit, the shares so called for redemption
shall be redeemed and shall be deemed to be no longer outstanding, and the
holders thereof shall cease to be stockholders with respect to such shares and
shall have no rights with respect thereto except the rights to receive from the
bank or trust corporation payment of the Redemption Price for the shares,
without interest, upon surrender of their certificates therefor. Such
instructions shall also provide that any moneys deposited by this corporation
pursuant to this subsection (3)(d) for the redemption of shares converted into
shares of this corporation's Common Stock pursuant to Article IV(B)(4) hereof
prior to the Redemption Date shall be returned to this corporation forthwith
upon such conversion, and that any interest that may accrue on any moneys
deposited under this subsection 3(d) shall be payable to this corporation when
and as requested by the corporation. The balance of any moneys deposited by this
corporation pursuant to this subsection (3)(d) remaining unclaimed at the
expiration of two (2) years following the Redemption Date shall thereafter be
returned to, or distributed as directed by, this corporation upon its request
expressed in a resolution of its Board of Directors (including at least a
majority of the directors designated by the holders of Series B Preferred Stock
and Series C Preferred Stock).

               (e) Upon any Redemption Date, if the Company fails to make any
redemption payment pursuant to this Section 3, any holder or holders of Series B
Preferred Stock and Series C Preferred Stock, holding in the aggregate at least
Fifty and One-Tenth percent (50.1%) of the voting power of all then outstanding
shares of Series B Preferred Stock and Series C Preferred Stock (voting together
as a single class and not as separate series), shall have the right to demand a
stockholders' meeting and, at such meeting the holders of the then outstanding
Series B Preferred Stock and Series C Preferred Stock, shall have the right to
elect a majority of the members of the Board of Directors (including the right
to remove directors as necessary to create vacancies for the election of such
nominees) (including at least a majority of the directors elected by the holders
of Series B Preferred Stock and Series C Preferred Stock) by affirmative vote of
the holders of at least Fifty and One-Tenth percent (50.1%) of the voting power
of all then outstanding Series B Preferred Stock and Series C Preferred Stock
(voting together as a single class and not as separate series). Such meeting of
stockholders shall be held within thirty (30) days of such a demand.


                                        8



               (f) Notwithstanding anything herein to the contrary, (i) any
holder of Preferred Stock may individually waive, either prospectively or
retroactively and either generally or in a particular instance, his, her or its
right of redemption pursuant to this Section 3 and (ii) the right of redemption
pursuant to this Section 3 may be waived by the consent or vote of the holders
of at least Fifty and One-Tenth percent (50.1%) of the voting power of all then
outstanding shares of Series B Preferred Stock and Series C Preferred Stock
(voting together as a single class and not as separate series). Any such waiver
shall bind all future holders of shares of Preferred Stock.

          4. Conversion. The holders of the Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

               (a) Right to Convert. Each share of Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share and on or prior to the fifth day prior to the Redemption
Date, if any, as may have been fixed in any Redemption Notice with respect to
such share of the Preferred Stock, at the office of this corporation or any
transfer agent for such stock, into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing the applicable Original
Issue Price for such series by the applicable conversion price (the "Conversion
Price") for such series (the conversion rate for a series of Preferred Stock
into Common Stock is referred to herein as the "Conversion Rate" for such
series), determined as hereafter provided, in effect on the date the certificate
is surrendered for conversion. The initial Conversion Price per share for each
series of Preferred Stock shall be the Original Issue Price applicable to such
series; provided, however, that the Conversion Price for each series of
Preferred Stock shall be subject to adjustment as set forth in subsection 4(d).

               (b) Automatic Conversion. Each share of Preferred Stock shall
automatically be converted into shares of Common Stock at the Conversion Rate at
the time in effect for such series of Preferred Stock immediately upon the
earliest of (i) this corporation's sale of its Common Stock in a firm commitment
underwritten public offering pursuant to a registration statement on Form S-1
under the Securities Act of 1933, as amended, the public offering price of which
was not less than $25,000,000 in the aggregate and pursuant to which the initial
price to the public was at least $11.898 per share (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization with respect to the Common Stock) (a "Qualified Public
Offering"), (ii) in the case of the Series A Preferred Stock and Series B
Preferred Stock, the date specified by written consent or agreement of the
holders of at least sixty percent (60%) of all then outstanding shares of Series
B Preferred Stock, and (iii) in the case of the Series C Preferred Stock, the
date specified by written consent or agreement of the holders of at least a
majority of all then outstanding shares of Series C Preferred Stock.

               (c) Mechanics of Conversion. Before any holder of Preferred Stock
shall be entitled to voluntarily convert the same into shares of Common Stock,
he or she shall surrender the certificate or certificates therefor, duly
endorsed, at the office of this corporation or of any transfer agent for the
Preferred Stock, and shall give written notice to this corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Common Stock are to be issued.


                                        9



This corporation shall, as soon as practicable thereafter, issue and deliver at
such office to such holder of Preferred Stock, or to the nominee or nominees of
such holder, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such conversion shall
be deemed to have been made immediately prior to the close of business on the
date of such surrender of the shares of Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date. If the conversion is in
connection with an underwritten offering of securities registered pursuant to
the Securities Act of 1933, as amended, the conversion may, at the option of any
holder tendering Preferred Stock for conversion, be conditioned upon the closing
with the underwriters of the sale of securities pursuant to such offering, in
which event the persons entitled to receive the Common Stock upon conversion of
the Preferred Stock shall not be deemed to have converted such Preferred Stock
until immediately prior to the closing of such sale of securities. If the
conversion is in connection with Automatic Conversion provisions of subsection
4(b)(ii) or (iii) above, such conversion shall be deemed to have been made on
the conversion date described in the stockholder consent approving such
conversion, and the persons entitled to receive shares of Common Stock issuable
upon such conversion shall be treated for all purposes as the record holders of
such shares of Common Stock as of such date.

               (d) Conversion Price Adjustments of Preferred Stock for Certain
Dilutive Issuances, Splits and Combinations. The Conversion Price of the
Preferred Stock shall be subject to adjustment from time to time as follows;
provided, however, that the Conversion Price of the Series A Preferred Stock
shall not be subject to adjustment pursuant to subsections (d)(i) or (d)(ii):

               (i) (A) If this corporation shall issue, on or after the date
upon which this Second Amended and Restated Certificate of Incorporation is
accepted for filing by the Secretary of State of the State of Delaware (the
"Filing Date"), any Additional Stock (as defined below) without consideration or
for a consideration per share less than the Series B Conversion Price and/or the
Series C Conversion Price, as the case may be, in effect immediately prior to
such issue, then such applicable Conversion Price shall be reduced, concurrently
with such issue, to a price (calculated to the nearest cent) determined in
accordance with the following formula:

                       CP2 = CP1 * (A + B) / (A + C).

          For purposes of the foregoing formula, the following definitions shall
apply:

                    (1) "CP2" shall mean the Conversion Price in effect
          immediately after such issue of Additional Stock

                    (2) "CP1" shall mean the Conversion Price in effect
          immediately prior to such issue of Additional Stock;

                    (3) "A" shall mean the number of shares of Common Stock
          outstanding immediately prior to such issue of Additional Stock
          (treating for this purpose as outstanding all shares of Common Stock
          issuable upon exercise of


                                       10



          Options (as defined below) outstanding immediately prior to such issue
          or upon conversion or exchange of Convertible Securities (as defined
          below) (including the Preferred Stock) outstanding (assuming exercise
          of any outstanding Options therefor) immediately prior to such issue);

                    (4) "B" shall mean the number of shares of Common Stock that
          would have been issued if such Additional Stock had been issued at a
          price per share equal to CP1 (determined by dividing the aggregate
          consideration received by this corporation in respect of such issue by
          CP1); and

                    (5) "C" shall mean the number of shares of Additional Stock
          issued in such transaction.

                    (B) No adjustment of the Conversion Price for the Series B
Preferred Stock or Series C Preferred Stock shall be made in an amount less than
one cent per share, provided that any adjustments that are not required to be
made by reason of this sentence shall be carried forward and shall be either
taken into account in any subsequent adjustment made prior to three (3) years
from the date of the event giving rise to the adjustment being carried forward,
or shall be made at the end of three (3) years from the date of the event giving
rise to the adjustment being carried forward. Except to the limited extent
provided for in subsections (E)(3) and (E)(4), no adjustment of such Conversion
Price pursuant to this subsection 4(d)(i) shall have the effect of increasing
the Conversion Price above the Conversion Price in effect immediately prior to
such adjustment.

                    (C) In the case of the issuance of Additional Stock for
cash, the consideration shall be deemed to be the amount of cash paid therefor
before deducting any reasonable discounts, commissions or other expenses
allowed, paid or incurred by this corporation for any underwriting or otherwise
in connection with the issuance and sale thereof.

                    (D) In the case of the issuance of the Additional Stock for
a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair market value thereof as determined by
the Board of Directors (including at least a majority of the directors
designated by the holders of Series B Preferred Stock and Series C Preferred
Stock) irrespective of any accounting treatment.

                    (E) In the case of the issuance of securities by their terms
convertible into or exchangeable for Common Stock ("Convertible Securities") or
options to purchase or rights to subscribe for Common Stock or Convertible
Securities ("Options"), the following provisions shall apply for purposes of
determining the number of shares of Additional Stock issued and the
consideration paid therefor:

                    (1) The aggregate maximum number of shares of Common Stock
          deliverable upon exercise (assuming the satisfaction of any conditions
          to exercisability, including without limitation, the passage of time,
          but without taking into account potential antidilution adjustments) of
          such options to purchase


                                       11



          or rights to subscribe for Common Stock shall be deemed to have been
          issued at the time such options or rights were issued and for a
          consideration equal to the consideration (determined in the manner
          provided in subsections 4(d)(i)(C) and (d)(i)(D)), if any, received by
          this corporation upon the issuance of such options or rights plus the
          minimum exercise price provided in such options or rights (without
          taking into account potential antidilution adjustments) for the Common
          Stock covered thereby.

                    (2) The aggregate maximum number of shares of Common Stock
          deliverable upon conversion of, or in exchange (assuming the
          satisfaction of any conditions to convertibility or exchangeability,
          including, without limitation, the passage of time, but without taking
          into account potential antidilution adjustments) for, any such
          convertible or exchangeable securities or upon the exercise of options
          to purchase or rights to subscribe for such convertible or
          exchangeable securities and subsequent conversion or exchange thereof
          shall be deemed to have been issued at the time such securities were
          issued or such options or rights were issued and for a consideration
          equal to the consideration, if any, received by this corporation for
          any such securities and related options or rights (excluding any cash
          received on account of accrued interest or accrued dividends), plus
          the minimum additional consideration, if any, to be received by this
          corporation (without taking into account potential antidilution
          adjustments) upon the conversion or exchange of such securities or the
          exercise of any related options or rights (the consideration in each
          case to be determined in the manner provided in subsections 4(d)(i)(C)
          and (d)(i)(D)).

                    (3) In the event of any change in the number of shares of
          Common Stock deliverable or in the consideration payable to this
          corporation upon exercise of such options or rights or upon conversion
          of or in exchange for such convertible or exchangeable securities, the
          Conversion Price of the Series B Preferred Stock or Series C Preferred
          Stock, to the extent in any way affected by or computed using such
          options, rights or securities, shall be recomputed to reflect such
          change, but no further adjustment shall be made for the actual
          issuance of Common Stock or any payment of such consideration upon the
          exercise of any such options or rights or the conversion or exchange
          of such securities. Notwithstanding the foregoing, no readjustment
          pursuant to this subsection 4(d)(i)(E)(3) shall have the effect of
          increasing the Conversion Price of the Series B Preferred Stock or
          Series C Preferred Stock to an amount which exceeds the lower of (i)
          such Conversion Price in effect immediately prior to the original
          adjustment made as a result of the issuance of such Options or such
          Convertible Securities, or (ii) such Conversion Price that would have
          resulted from any issuances of Additional Stock (other than deemed
          issuances of Additional Stock as a result of the issuance of such
          Options or such Convertible Securities) between the original
          adjustment date and such readjustment date.

                    (4) Upon the expiration of any such options or rights, the
          termination of any such rights to convert or exchange or the
          expiration of any options or rights related to such convertible or
          exchangeable securities, the


                                       12



          Conversion Price of the Series B Preferred Stock or Series C Preferred
          Stock, to the extent in any way affected by or computed using such
          options, rights or securities or options or rights related to such
          securities, shall be recomputed to reflect the issuance of only the
          number of shares of Common Stock (and convertible or exchangeable
          securities that remain in effect) actually issued upon the exercise of
          such options or rights, upon the conversion or exchange of such
          securities or upon the exercise of the options or rights related to
          such securities.

                    (5) The number of shares of Additional Stock deemed issued
          and the consideration deemed paid therefor pursuant to subsections
          4(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any
          change, termination or expiration of the type described in either
          subsection 4(d)(i)(E)(3) or (4).

                    (F) In the event of the issuance on more than one date of
shares of Additional Stock that are a part of one transaction or a series of
related transactions and that would result in an adjustment to the Series B
Conversion Price and/or Series C Conversion Price pursuant to the terms of
subsection 4(d)(i), then, upon the final such issuance, the Series B Conversion
Price and/or Series C Conversion Price shall be readjusted to give effect to all
such issuances as if they occurred on the date of the first such issuance (and
without giving effect to any additional adjustments as a result of any such
subsequent issuances within such period).

               (ii) "Additional Stock" shall mean any shares of Common Stock
issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this
corporation on or after the Filing Date other than:

                    (A) Common Stock issued pursuant to a transaction described
     in subsection 4(d)(iii) hereof;

                    (B) up to 4,311,041 shares of Common Stock (including the
     grant of options therefor and the issuance or sale of shares or grants of
     options prior to the date hereof and excluding shares repurchased at cost
     by this corporation in connection with the termination of service) issued
     to employees, directors, consultants and other service providers of this
     corporation for the primary purpose of soliciting or retaining their
     services pursuant to plans or agreements approved by this corporation's
     Board of Directors or such greater number as is approved by this
     corporation's Board of Directors (including at least a majority of the
     directors designated by the holders of Series B Preferred Stock and Series
     C Preferred Stock);

                    (C) up to 691,552 shares of Common Stock issued pursuant to
     any equipment leasing arrangement or debt financing from a bank or similar
     institution approved by this corporation's Board of Directors (including at
     least a majority of the directors designated by the holders of Series B
     Preferred Stock and Series C Preferred Stock); provided such financing is
     primarily for non-equity purposes;

                    (D) Common Stock issued pursuant to the conversion or
     exercise of convertible or exercisable securities outstanding on the Filing
     Date;


                                       13



                    (E) Common Stock issued or deemed issued pursuant to
     subsection 4(d)(i)(E) as a result of a decrease in the Conversion Price of
     any series of Preferred Stock resulting from the operation of this Section
     4(d); or

                    (F) Common Stock issued or issuable upon conversion of
     Preferred Stock.

               (iii) In the event this corporation should at any time or from
time to time after the Filing Date fix a record date for the effectuation of a
split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the Conversion
Price of the Preferred Stock shall be appropriately decreased so that the number
of shares of Common Stock issuable on conversion of each share of such series
shall be increased in proportion to such increase of the aggregate of shares of
Common Stock outstanding and those issuable with respect to such Common Stock
Equivalents with the number of shares issuable with respect to Common Stock
Equivalents determined from time to time in the manner provided for deemed
issuances in subsection 4(d)(i)(E).

               (iv) If the number of shares of Common Stock outstanding at any
time after the Filing Date is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the
Conversion Price for the Preferred Stock shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion of each share
of such series shall be decreased in proportion to such decrease in outstanding
shares.

               (e) Other Distributions. In the event this corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by this corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection 4(d)(iii), then,
in each such case for the purpose of this subsection 4(e), the holders of the
Preferred Stock shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of Common
Stock of this corporation into which their shares of Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
Common Stock of this corporation entitled to receive such distribution.

               (f) Recapitalizations. If at any time or from time to time there
shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section 4 or in Section 2) provision shall be made so that the holders of
the Preferred Stock shall thereafter be entitled to receive upon conversion of
the Preferred Stock the number of shares of stock or other securities or
property of this corporation or otherwise, to which a holder of Common Stock
deliverable upon conversion


                                       14



would have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 4
with respect to the rights of the holders of the Preferred Stock after the
recapitalization to the end that the provisions of this Section 4 (including
adjustment of the Conversion Price then in effect and the number of shares
purchasable upon conversion of the Preferred Stock) shall be applicable after
that event as nearly equivalently as may be practicable.

               (g) No Impairment. This corporation will not, without the
appropriate vote of the stockholders under the General Corporation Law or
Section 6 of this Article IV(B), by amendment of its Certificate of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by this corporation, but
will at all times in good faith assist in the carrying out of all the provisions
of this Section 4 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Preferred Stock against impairment.

               (h) No Fractional Shares and Certificate as to Adjustments.

               (i) No fractional shares shall be issued upon the conversion of
any share or shares of the Preferred Stock and the aggregate number of shares of
Common Stock to be issued to particular stockholders, shall be rounded down to
the nearest whole share and the corporation shall pay in cash the fair market
value of any fractional shares as of the time when entitlement to receive such
fractions is determined. Whether or not fractional shares would be issuable upon
such conversion shall be determined on the basis of the total number of shares
of Preferred Stock the holder is at the time converting into Common Stock and
the number of shares of Common Stock issuable upon such conversion.

               (ii) Upon the occurrence of each adjustment or readjustment of
the Conversion Price of Preferred Stock pursuant to this Section 4, this
corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. This corporation shall, upon the written request at any
time of any holder of Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (A) such adjustment and readjustment,
(B) the Conversion Price for such series of Preferred Stock at the time in
effect, and (C) the number of shares of Common Stock and the amount, if any, of
other property that at the time would be received upon the conversion of a share
of Preferred Stock.

               (i) Notices of Record Date. In the event of any taking by this
corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, this corporation
shall mail to each holder of Preferred Stock, at least ten (10) days prior to
the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend or distribution, and the
amount and character of such dividend or distribution.


                                       15



               (j) Reservation of Stock Issuable Upon Conversion. This
corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Preferred Stock, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Preferred Stock; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Preferred Stock, this corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to this Amended and
Restated Certificate of Incorporation.

               (k) Notices. Any notice required by the provisions of this
Section 4 to be given to the holders of shares of Preferred Stock shall be
deemed given if deposited in the United States mail, postage prepaid, and
addressed to each holder of record at his address appearing on the books of this
corporation.

               (l) Waiver of Adjustment to Conversion Price. Notwithstanding
anything herein to the contrary, any downward adjustment of the Conversion Price
of any series of Preferred Stock may be waived, either prospectively or
retroactively and either generally or in a particular instance, by the consent
or vote of the holders of at least Fifty and One-Tenth percent (50.1%) of all
then outstanding shares of such series of Preferred Stock (voting as separate
series). Any such waiver shall bind all future holders of shares of such series
of Preferred Stock.

          5. Voting Rights.

               (a) General Voting Rights. The holder of each share of Preferred
Stock shall have the right to one vote for each share of Common Stock into which
such Preferred Stock could then be converted, and with respect to such vote,
such holder shall have full voting rights and powers equal to the voting rights
and powers of the holders of Common Stock, and shall be entitled,
notwithstanding any provision hereof, to notice of any stockholders' meeting in
accordance with the Bylaws of this corporation, and except as provided in
subsection 5(b) below with respect to the election of directors by the separate
class vote of the holders of Common Stock, shall be entitled to vote, together
with holders of Common Stock, with respect to any question upon which holders of
Common Stock have the right to vote. Fractional votes shall not, however, be
permitted and any fractional voting rights available on an as-converted basis
(after aggregating all shares into which shares of Preferred Stock held by each
holder could be converted) shall be rounded to the nearest whole number (with
one-half being rounded upward).

               (b) Voting for the Election of Directors. As long as any shares
of Series B Preferred Stock or Series C Preferred Stock remain outstanding, the
holders of such shares of Series B Preferred Stock and Series C Preferred Stock
(voting together as a single class and not as separate series and on an
as-converted basis) shall be entitled to elect four (4) directors of this
corporation at any election of directors. The holders of Preferred Stock and
Common Stock (voting together as a single class and not as separate series and
on an as-converted basis) shall be entitled to elect any remaining directors.


                                       16



          Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of
the General Corporation Law, any vacancy, including newly created directorships
resulting from any increase in the authorized number of directors or amendment
of this Amended and Restated Certificate of Incorporation, and vacancies created
by removal or resignation of a director, may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced; provided, however, that where such vacancy occurs among the
directors elected by the holders of a class or series of stock, the holders of
shares of such class or series may override the Board's action to fill such
vacancy by (i) voting for their own designee to fill such vacancy at a meeting
of the Company's stockholders or (ii) written consent, if the consenting
stockholders hold a sufficient number of shares to elect their designee at a
meeting of the stockholders. Any director elected as provided in the immediately
preceding sentence hereof may be removed during the aforesaid term of office,
either with or without cause, by, and only by, the affirmative vote of the
holders of the shares of the class or series of stock entitled to elect such
director or directors, given either at a special meeting of such stockholders
duly called for that purpose or pursuant to a written consent of stockholders,
and any vacancy thereby created may be filled by the holders of that class or
series of stock represented at the meeting or pursuant to written consent.

          6. Protective Provisions.

               (a) So long as any shares of Series B Preferred Stock or Series C
Preferred Stock remain outstanding, this corporation shall not (by amendment,
merger, consolidation or otherwise) without first obtaining the approval (by
vote or written consent, as provided by law) of the holders of at least Fifty
and One-Tenth percent (50.1%) of the voting power of all then outstanding shares
of Series B Preferred Stock and Series C Preferred Stock (voting together as a
single class and not as separate series):

               (i) increase or decrease the number of authorized shares of
Preferred Stock (including by way of a reclassification of the Common Stock or
other equity security), other than by conversion of the Preferred Stock as
provided herein;

               (ii) increase or decrease the par value of authorized shares of
any series of Preferred Stock;

               (iii) alter or change the rights, preferences or privileges of
the shares of any series of Preferred Stock so as to affect adversely such
shares;

               (iv) consummate a Liquidation Event;

               (v) create, reclassify, authorize or issue shares of any class or
series of equity securities or securities convertible into or exchangeable for
any equity securities of this corporation which shall be on parity with or
senior in any respect, including rights, preferences or priority upon
liquidation or otherwise, to the Series B Preferred Stock or Series C Preferred
Stock;


                                       17



               (vi) redeem, purchase or otherwise acquire (or pay into or set
aside for a sinking fund for such purpose) or declare a dividend with respect to
any share or shares of Preferred Stock or Common Stock; provided, however, that
this restriction shall not apply to (i) the repurchase of shares of Common Stock
from employees, officers, directors, consultants or other persons performing
services for this corporation or any subsidiary pursuant to agreements under
which this corporation has the option to repurchase such shares upon the
occurrence of certain events, such as the termination of employment or service,
or pursuant to a right of first refusal, (ii) the redemption of any share or
shares of Preferred Stock in accordance with Section 3 or required by the Small
Business Administration with respect to any securities held by a person or
entity regulated thereby or (iii) the declaration of a dividend in accordance
with Section 1;

               (vii) amend this corporation's Certificate of Incorporation or
Bylaws;

               (viii) sell, transfer, assign, license, dispose of, pledge or
otherwise encumber any technology or intellectual property rights of this
corporation or its subsidiaries, except in the ordinary course of business
consistent with past practice nor shall it permit any of its subsidiaries to do
any of the foregoing;

               (ix) enter into any significantly new line of business or permit
any of its subsidiaries to enter into any significantly new line of business;

               (x) consummate any underwritten public offering of this
corporation's securities other than a Qualified Public Offering;

               (xi) enter into or agree to enter into any transaction with an
affiliate, director or stockholder of this corporation or of its subsidiaries;
or

               (xii) increase or decrease the authorized number of directors of
this corporation to a number other than seven (7).

               (b) So long as any shares of Series C Preferred Stock remain
outstanding, this corporation shall not (by amendment, merger, consolidation or
otherwise) without first obtaining the approval (by vote or written consent, as
provided by law) of the holders of at least a majority of all then outstanding
shares of Series C Preferred Stock:

               (i) amend, alter or repeal any provision of the Certificate of
Incorporation of this corporation in a manner that would increase or decrease
the aggregate number of authorized shares of Series C Preferred Stock, increase
or decrease the par value of the shares of Series C Preferred Stock, or alter or
change the powers, preferences, or special rights of the shares of Series C
Preferred Stock so as to affect them adversely; or

               (ii) consummate any underwritten public offering of this
corporation's securities other than a Qualified Public Offering.

          7. Status of Redeemed or Converted Stock. In the event any shares of
Preferred Stock shall be redeemed or converted pursuant to Section 3 or Section
4 hereof, the shares so redeemed or converted shall be cancelled and shall not
be issuable by this corporation. The


                                       18



Second Amended and Restated Certificate of Incorporation of this corporation
shall be appropriately amended to effect the corresponding reduction in this
corporation's authorized capital stock.

     C. Common Stock. The rights, preferences, privileges and restrictions
granted to and imposed on the Common Stock are as set forth below in this
Article IV(C).

          1. Dividend Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when, as and if
declared by the Board of Directors (including at least a majority of the
directors designated by the holders of Series B Preferred Stock and Series C
Preferred Stock), out of any assets of this corporation legally available
therefor, any dividends as may be declared from time to time by the Board of
Directors (including at least a majority of the directors designated by the
holders of Series B Preferred Stock and Series C Preferred Stock).

          2. Liquidation Rights. Upon the liquidation, dissolution or winding up
of this corporation, the assets of this corporation shall be distributed as
provided in Section 2 of Article IV(B) hereof.

          3. Redemption. The Common Stock is not redeemable at the option of the
holder.

          4. Voting Rights. The holder of each share of Common Stock shall have
the right to one vote for each such share, and shall be entitled to notice of
any stockholders' meeting in accordance with the Bylaws of this corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law. The number of authorized shares of Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of this corporation entitled to vote, irrespective of the provisions of Section
242(b)(2) of the General Corporation Law.

                                    ARTICLE V

          Except as otherwise provided in this Second Amended and Restated
Certificate of Incorporation, in furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
repeal, alter, amend and rescind any or all of the Bylaws of this corporation.

                                   ARTICLE VI

          The number of directors of this corporation shall be determined in the
manner set forth in the Bylaws of this corporation.

                                   ARTICLE VII

          Elections of directors need not be by written ballot unless the Bylaws
of this corporation shall so provide.


                                       19



                                  ARTICLE VIII

          Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of this corporation may provide. The books of this
corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of this corporation.

                                   ARTICLE IX

          A director of this corporation shall not be personally liable to this
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to this corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit. If the General Corporation Law is amended after approval by the
stockholders of this Article IX to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of this corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law as so amended.

          Any repeal or modification of the foregoing provisions of this Article
IX by the stockholders of this corporation shall not adversely affect any right
or protection of a director of this corporation existing at the time of, or
increase the liability of any director of this corporation with respect to any
acts or omissions of such director occurring prior to, such repeal or
modification.

                                    ARTICLE X

          This corporation reserves the right to amend, alter, change or repeal
any provision contained in this Second Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

                                   ARTICLE XI

          To the fullest extent permitted by applicable law, this corporation is
authorized to provide indemnification of (and advancement of expenses to) agents
of this corporation (and any other persons to which General Corporation Law
permits this corporation to provide indemnification) through Bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General Corporation Law (statutory
or non-statutory), with respect to actions for breach of duty to this
corporation, its stockholders, and others.

          Any amendment, repeal or modification of the foregoing provisions of
this Article XI shall not adversely affect any right or protection of a
director, officer, agent, or other person existing at the time of, or increase
the liability of any director of this corporation with


                                       20



respect to any acts or omissions of such director, officer or agent occurring
prior to, such amendment, repeal or modification.

                                      * * *

          FOURTH: The foregoing amendment and restatement was approved by the
holders of the requisite number of shares of said corporation in accordance with
Section 228 of the General Corporation Law.

          FIFTH: That said Second Amended and Restated Certificate of
Incorporation, which restates and integrates and further amends the provisions
of this corporation's Amended and Restated Certificate of Incorporation, has
been duly adopted in accordance with Sections 242 and 245 of the General
Corporation Law.


                                       21



          IN WITNESS WHEREOF, this Second Amended and Restated Certificate of
Incorporation has been executed by a duly authorized officer of this corporation
on this 12th day of May, 2006.

                                        Roving Software Incorporated


                                        By /s/ Gail Goodman
                                           -------------------------------------
                                           Gail Goodman, Chief Executive Officer



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          ROVING SOFTWARE INCORPORATED

                                   ----------

                         PURSUANT TO SECTION 242 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                                   ----------

     Roving Software Incorporated (hereinafter called the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

     By unanimous written action of the Board of Directors of the Corporation a
resolution was duly adopted, pursuant to Section 242 of the General Corporation
Law of the State of Delaware, setting forth an amendment to the Second Amended
and Restated Certificate of Incorporation of the Corporation (the "Certificate
of Incorporation") and declaring said amendment to be advisable.

     The stockholders of the Corporation duly approved said proposed amendment
by written consent in accordance with Sections 228 and 242 of the General
Corporation Law of the State of Delaware, and written notice of such consent has
been or will be given to all stockholders who have not consented in writing to
said amendment. The resolution setting forth the amendment is as follows:

     RESOLVED: That Article FIRST of the Certificate of Incorporation of the
               Corporation be and hereby is deleted in its entirety and the
               following new Article FIRST be inserted in lieu thereof:

               "FIRST: That the name of this corporation is Constant Contact,
               Inc."

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by its President and
Chief Executive Officer this 7th day of December, 2006.

                                        ROVING SOFTWARE INCORPORATED


                                        By: /s/ Gail F. Goodman
                                            ------------------------------------
                                        Name: Gail F. Goodman
                                        Title: President and Chief Executive
                                               Officer

EX-3.3

                                                                     EXHIBIT 3.3

                          ROVING SOFTWARE INCORPORATED

                                   * * * * *

                              AMENDED AND RESTATED

                                     BY-LAWS

                                   * * * * *

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. All meetings of stockholders may be held at
such place, either within or without the State of Delaware, as determined by the
board of directors or the chief executive officer, or if not so designated, at
the registered office of the corporation. The board of directors may, in its
sole discretion, determine that the meeting shall not be held at any place, but
may instead be held solely by means of remote communication.

     Section 2. Annual Meeting. Annual meetings of stockholders shall be held on
the Second Thursday in March in each year if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 a.m., or at such other
date and time as shall be designated from time to time by the board of directors
or the chief executive officer, at which meeting the stockholders shall elect by
a plurality vote a board of directors and shall transact such other business as
may properly be brought before the meeting. If no annual meeting is held in
accordance with the foregoing provision, the board of directors shall cause the
meeting to be held as soon thereafter as convenient, which meeting shall be
designated a special meeting in lieu of annual meeting.

     Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, be called by the board of directors or the chief
executive officer or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of holders of a majority of the



shares of the capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.

     Section 4. Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of stockholders, annual or special, stating the place, if
any, date and hour of the meeting, the means of remote communication, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less that ten or
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

     Section 5. Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Nothing contained in this Section shall require the corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least 10 days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting
or (ii) during ordinary business hours, at the principal place of business of
the corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is


                                       -2-



available only to stockholders of the corporation. If the meeting is to be held
at a place, then the list shall be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

     Section 6. Quorum. Holders of a majority of the shares of the capital stock
of the corporation issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided
by statute, the certificate of incorporation or these by-laws.

     Section 7. Adjournments. Any meeting of stockholders may be adjourned from
time to time to any other time and to any other place, if any, at which a
meeting of stockholders may be held under these by-laws, which time and place,
if any, thereof, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned meeting shall be announced at the meeting, by holders of a
majority of the shares of the capital stock of the corporation, issued and
outstanding and entitled to vote thereat, present in person or by proxy, though
less than a quorum, or, if no stockholder is present or represented by proxy, by
any officer entitled to preside at or to act as secretary of such meeting,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting. If the


                                       -3-



adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     Section 8. Action at Meetings. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares present in person or represented
by proxy and entitled to vote on the question shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of law, the certificate of incorporation or these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     Section 9. Voting and Proxies. Unless otherwise provided in the certificate
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of capital stock having voting power held of
record by such stockholder. Each stockholder entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

     Section 10. Action Without Meeting. Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes pat would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.


                                       -4-



Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

     A telegram, cablegram or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this section,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the corporation can determine
(A) that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (B) the date on which
such stockholder or proxyholder or authorized person or persons transmitted such
telegram, cablegram or electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed. No consent given by telegram, cablegram
or other electronic transmission shall be deemed to have been delivered until
such consent is reproduced in paper form and until such paper form shall be
delivered to the corporation by delivery to its registered office in this State,
its principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be made by
hand or by certified or registered mail, return receipt requested.
Notwithstanding the foregoing limitations on delivery, consents given by
telegram, cablegram or other electronic transmission may be otherwise delivered
to the principal place of business of the corporation or to an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded if, to the extent and in the manner provided by
resolution of the board of directors of the corporation.


                                       -5-



     Any copy, facsimile or other reliable reproduction of a consent in writing
may be substituted or used in lieu of the original writing for any and all
purposes for which the original writing could be used, provided that such copy,
facsimile or other reproduction shall be a complete reproduction of the entire
original writing.

     Section 10. Action Held by Remote Communication. If authorized by the board
of directors in its sole discretion, and subject to such guidelines and
procedures as the board of directors may adopt, stockholders and proxyholders
not physically present at a meeting of stockholders may, by means of remote
communication: (A) participate in a meeting of stockholders; and (B) be deemed
present in person and vote at a meeting of stockholders whether such meeting is
to be held at a designated place or solely by means of remote communication,
provided that (i) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the corporation.

                                   ARTICLE II

                                    DIRECTORS

     Section 1. Number, Election, Tenure and Qualification. The number of
directors which shall constitute the whole board shall be not less than one.
Within such limit, the number of directors shall be determined by resolution of
the board of directors or by the stockholders at the annual meeting or at any
special meeting of stockholders. The directors shall be elected at


                                       -6-



the annual meeting or at any special meeting of the stockholders, except as
provided in Section 3 of this Article, and each director elected shall hold
office until his successor is elected and qualified, unless sooner displaced.
Directors need not be stockholders.

     Section 2. Enlargement. Unless otherwise specified in the Certificate of
Incorporation or in any other agreement entered into by the holders of a
majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote for the election of any director at the time of
such agreement, the number of directors comprising the board of directors may be
increased at any time by vote of the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote for
the election of any director.

     Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. In the
event of a vacancy in the board of directors, the remaining directors, except as
otherwise provided by law or these by-laws, may exercise the powers of the full
board until the vacancy is filled.

     Section 4. Resignation and Removal. Any director may resign at any time
upon notice given in writing or by electronic transmission to the corporation at
its principal place of business or to the chief executive officer or secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event. Any
director or the entire board of directors may be removed, with or without


                                       -7-



cause, by the holders of a majority of the shares then entitled to vote at an
election of directors, unless otherwise specified by law or the certificate of
incorporation.

     Section 5. General Powers. The business and affairs of the corporation
shall be managed by its board of directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

     Section 6. Chairman of the Board. If the board of directors appoints a
chairman of the board, he shall, when present, preside at all meetings of the
stockholders and the board of directors. He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.

     Section 7. Place of Meetings. The board of directors may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 8. Regular Meetings. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board; provided that any director who is absent when such a
determination is made shall be given prompt notice of such determination. A
regular meeting of the board of directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     Section 9. Special Meetings. Special meetings of the board may be called by
the chief executive officer, secretary, or on the written request of a majority
of the directors, or by one director in the event that there is only one
director in office. Two days' notice to each director, either personally or by
telegram, cable, telecopy, commercial delivery service, telex or similar means
sent to his business or home address, or three days' notice by written notice
deposited in the mail, shall be given to each director by the secretary or by
the officer or one of


                                       -8-



the directors calling the meeting. A notice or waiver of notice or any waiver by
electronic transmission of a meeting of the board of directors need not specify
the purposes of the meeting.

     Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of the
board a majority of directors then in office, but in no event less than one
third of the entire board, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation. For purposes of this section the term "entire board" shall mean
the number of directors last fixed by the stockholders or directors, as the case
may be, in accordance with law and these by-laws; provided, however, that if
less than all the number so fixed of directors were elected, the "entire board"
shall mean the greatest number of directors so elected to hold office at any one
time pursuant to such authorization. If a quorum shall not be present at any
meeting of the board of directors, a majority of the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. If, and at such
times as, the certificate of incorporation provides that directors elected by
holders of a class or series of stock shall have more or less than 1 vote per
director on any matter, every reference in these by-laws to a majority or other
proportion of directors shall refer to majority or other proportion of directors
shall refer to a majority or other portion of the votes of such directors.

     Section 11. Action by Consent. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing or by electronic


                                       -9-



transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the board or
committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

     Section 12. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of the board of directors
or of any committee thereof may participate in a meeting of the board of
directors or of any committee, as the case may be, by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

     Section 13. Committees. The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the board of
directors, shall have and may exercise all the powers and authority of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the certificate of incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, any decision regarding the hiring, termination of
employment or material change in


                                      -10-



the responsibilities of any executive officer, or amending the by-laws of the
corporation; and, unless the resolution designating such committee or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Each committee shall keep regular minutes of its meetings and make such reports
to the board of directors as the board of directors may request. Except as the
board of directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the directors or in
such rules, its business shall be conducted as nearly as possible in the same
manner as is provided in these by-laws for the conduct of its business by the
board of directors.

     Section 14. Compensation. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance of each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director. No such payment shall preclude any director from
serving the corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.

                                   ARTICLE III

                                    OFFICERS

     Section 1. Enumeration. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer and
such other officers with such


                                      -11-



titles, terms of office and duties as the board of directors may from time to
time determine, including a chairman of the board, one or more vice-presidents,
and one or more assistant secretaries and assistant treasurers. If authorized by
resolution of the board of directors, the chief executive officer may be
empowered to appoint from time to time assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.

     Section 2. Election. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer. Other officers may be appointed by the board of directors at such
meeting, at any other meeting, or by written consent.

     Section 3. Tenure. Each officer of the corporation shall hold office until
his successor is chosen and qualifies, unless a different term is specified in
the vote choosing or appointing him, or until his earlier death, resignation or
removal. Any officer elected or appointed by the board of directors or by the
chief executive officer may be removed at any time by the affirmative vote of a
majority of the board of directors or a committee duly authorized to do so,
except that any officer appointed by the chief executive officer may also be
removed at any time by the chief executive officer. Any vacancy occurring in any
office of the corporation may be filled by the board of directors, at its
discretion. Any officer may resign by delivering his written resignation to the
corporation at its principal place of business or to the chief executive officer
or the secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

     Section 4. President. The president shall be the chief operating officer of
the corporation. He shall also be the chief executive officer unless the board
of directors otherwise


                                      -12-



provides. The president shall, unless the board of directors provides otherwise
in a specific instance or generally, preside at all meetings of the stockholders
and the board of directors, have general and active management of the business
of the corporation and see that all orders and resolutions of the board of
directors are carried into effect. The president shall execute bonds, mortgages,
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation.

     Section 5. Vice-Presidents. In the absence of the president or in the event
of his inability or refusal to act, the vice-president, or if there be more than
one vice-president, the vice-presidents in the order designated by the board of
directors or the chief executive officer (or in the absence of any designation,
then in the order determined by their tenure in office) shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-presidents shall
perform such other duties and have such other powers as the board of directors
or the chief executive officer may from time to time prescribe.

     Section 6. Secretary. The secretary shall have such powers and perform such
duties as are incident to the office of secretary. He shall maintain a stock
ledger and prepare lists of stockholders and their addresses as required and
shall be the custodian of corporate records. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and


                                      -13-



special meetings of the board of directors, and shall perform such other duties
as may be from time to time prescribed by the board of directors or chief
executive officer, under whose supervision he shall be. He shall have custody of
the corporate seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by his signature or by the signature of such
assistant secretary. The board of directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.

     Section 7. Assistant Secretaries. The assistant secretary, or if there be
more than one, the assistant secretaries in the order determined by the board of
directors, the chief executive officer or the secretary (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors,
the chief executive officer or the secretary may from time to time prescribe. In
the absence of the secretary or any assistant secretary at any meeting of
stockholders or directors, the person presiding at the meeting shall designate a
temporary or acting secretary to keep a record of the meeting.

     Section 8. Treasurer. The treasurer shall perform such duties and shall
have such powers as may be assigned to him by the board of directors or the
chief executive officer. In addition, the treasurer shall perform such duties
and have such powers as are incident to the office of treasurer. The treasurer
shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors, taking


                                      -14-



proper vouchers for such disbursements, and shall render to the chief executive
officer and the board of directors, when the chief executive officer or board of
directors so requires, an account of all his transactions as treasurer and of
the financial condition of the corporation.

     Section 9. Assistant Treasurers. The assistant treasurer, or if there shall
be more than one, the assistant treasurers in the order determined by the board
of directors, the chief executive officer or the treasurer (or if there be no
such determination, then in the order determined by their tenure in office),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors, the chief executive officer or the treasurer may from time to time
prescribe.

     Section 10. Bond. If required by the board of directors, any officer shall
give the corporation a bond in such sum and with such surety or sureties and
upon such terms and conditions as shall be satisfactory to the board of
directors, including without limitation a bond for the faithful performance of
the duties of his office and for the restoration to the corporation of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control and belonging to the corporation.

                                   ARTICLE IV

                                     NOTICES

     Section 1. Delivery. Whenever, under the provisions of law, or of the
certificate of incorporation or these by-laws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Unless written notice by mail is required by law, written notice
may also be given


                                      -15-



by telegram, cable, telecopy, commercial delivery service, telex or similar
means, addressed to such director or stockholder at his address as it appears on
the records of the corporation, in which case such notice shall be deemed to be
given when delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the corporation or the
person sending such notice and not by the addressee. Oral notice or other
in-hand delivery (in person or by telephone) shall be deemed given at the time
it is actually given.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of law or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

     Section 3. Electronic Notice.

          (a) Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders given by the corporation
under any provision of law, the certificate of incorporation, or the bylaws
shall be effective if given by a form of electronic transmission consented to by
the stockholder to whom the notice is given. Any such consent shall be revocable
by the stockholder by written notice to the corporation. Any such consent shall
be deemed revoked if (1) the corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation in accordance with
such consent and (2) such inability becomes known to the secretary or an
assistant secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice; provided, however, the inadvertent failure
to treat such inability as a revocation shall not invalidate any meeting or
other action.


                                      -16-



          (b) Notice given pursuant to subsection (a) of this section shall be
deemed given: (1) if by facsimile telecommunication, when directed to a number
at which the stockholder has consented to receive notice; (2) if by electronic
mail, when directed to an electronic mail address at which the stockholder has
consented to receive notice; (3) if by a posting on an electronic network
together with separate notice to the stockholder of such specific posting, upon
the later of (A) such posting and (B) the giving of such separate notice; and
(4) if by any other form of electronic transmission, when directed to the
stockholder. An affidavit of the secretary or an assistant secretary or of the
transfer agent or other agent of the corporation that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

          (c) For purposes of this chapter "electronic transmission" means any
form of communication, not directly involving the physical transmission of
paper, that creates a record that may be retained, retrieved, and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process.

                                    ARTICLE V

                                 INDEMNIFICATION

     Section 1. Actions other than by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or


                                      -17-



proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceedings, had no reasonable cause to believe this
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     Section 2. Actions by or in the Right of the Corporation. The corporation
shall indemnify any person who was or is party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such


                                      -18-



expenses which the Court of Chancery of the State of Delaware or such other
court shall deem proper.

     Section 3. Success on the Merits. To the extent that any person described
in Section 1 or 2 of this Article V has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 4. Specific Authorization. Any indemnification under Section 1 or 2
of this Article V (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders of the corporation.

     Section 5. Advance Payment. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of any person described in said Section to repay
such amount if it shall ultimately be determined that he is not entitled to
indemnification by the corporation as authorized in this Article V.

     Section 6. Non-Exclusivity. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Sections of this Article V shall
not be deemed exclusive of any other rights to which those provided
indemnification or advancement of


                                      -19-



expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     Section 7. Insurance. The board of directors may authorize, by a vote of
the majority of the full board, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article V.

     Section 8. Continuation of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article V shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 9. Severability. If any word, clause or provision of this Article V
or any award made hereunder shall for any reason be determined to be invalid,
the provisions hereof shall not otherwise be affected thereby but shall remain
in full force and effect.

     Section 10. Intent of Article. The intent of this Article V is to provide
for indemnification and advancement of expenses to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware. To the extent that
such Section or any successor section may be amended or supplemented from time
to time, this Article V shall be amended


                                      -20-



automatically and construed so as to permit indemnification and advancement of
expenses to the fullest extent from time to time permitted by law.

                                   ARTICLE VI

                                  CAPITAL STOCK

     Section 1. Certificates of Stock. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by or in the name of the
corporation by, the chairman or vice-chairman of the board of directors, or the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation. Any or all of the signatures
on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue. Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     Section 2. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the


                                      -21-



corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of such new certificate.

     Section 3. Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 4. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty days nor less then ten days before the date
of such meeting, nor more than sixty days prior to any other action to which
such record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting. If no record date is fixed, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day before the day on
which notice is given, or, if notice is waived, at the close of business on the
day before the day on which the meeting is held. The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the board of directors is necessary, shall be
the day on which


                                      -22-



the first written consent is expressed. The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating to such purpose.

     Section 5. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE VII

                              CERTAIN TRANSACTIONS

     Section 1. Transactions with Interested Parties. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:

     (a)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the board of
          directors of the committee, and the board or committee in good faith
          authorizes the contract or transaction by the affirmative votes of a
          majority of the


                                      -23-



          disinterested directors, even though the disinterested directors be
          less than a quorum; or

     (b)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the stockholders
          entitled to vote thereon, and the contract or transaction is
          specifically approved in good faith by vote of the stockholders; or

     (c)  The contract or transaction is fair as to the corporation as of the
          time it is authorized, approved or ratified, by the board of
          directors, a committee thereof, or the stockholders.

     Section 2. Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the corporation,
if any, may be declared by the board of directors at any regular or special
meeting or by written consent, pursuant to law. Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to the provisions of the
certificate of incorporation.

     Section 2. Reserves. The directors may set apart out of any funds of the
corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.

     Section 3. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.


                                      -24-



     Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

     Section 5. Seal. The board of directors may, by resolution, adopt a
corporate seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.

                                   ARTICLE IX

                                   AMENDMENTS

     These by-laws may be altered, amended or repealed or new by-laws may be
adopted by vote of the holders of a majority of the shares of the capital stock
of the corporation issued and outstanding and entitled to vote thereon, or by
the board of directors, when such power is conferred upon the board of directors
by the certificate of incorporation, at any regular meeting of the stockholders
or of the board of directors or at any special meeting of the stockholders or of
the board of directors provided, however, that in the case of a regular or
special meeting of stockholders, notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such meeting.


                                      -25-



                      Register of Amendments to the By-laws

      Date                      Section Affected                    Change

EX-10.1

                                                                    EXHIBIT 10.1

                          ROVING SOFTWARE INCORPORATED

                      1999 STOCK OPTION/STOCK ISSUANCE PLAN

     1. Purpose. This 1999 Stock Option/Stock Issuance Plan (the "Plan") is
intended to promote the interests of Roving Software Incorporated (the
"Company") by giving incentives to the eligible officers and other employees and
directors of and consultants and advisors to the Company, its parent (if any)
and any present or future subsidiaries of the Company (collectively, "Related
Corporations") through providing opportunities to acquire stock in the Company.
As used herein, the terms "parent" and "subsidiary" mean "parent corporation"
and "subsidiary corporation", respectively, as those terms are defined in
Sections 424(e) and 424(f) or successor provisions of the Internal Revenue Code
of 1986 as amended from time to time (the "Code").

     2. Structure of the Plan. The Plan permits the following separate types of
grant:

          A. Options may be granted hereunder to purchase shares of common stock
of the Company. These options may meet the requirements of Section 422 of the
Code ("Incentive Stock Options" or "ISOs"); or, they may not qualify as ISOs
("Non-Qualified Options"). Both ISOs and Non-Qualified Options are sometimes
referred to hereinafter as "Options".

          B. Awards of stock in the Company ("Awards") may be granted.

          C. Opportunities to make direct purchases of stock in the Company
("Purchases") may be authorized.

Options, Awards and authorizations to make Purchases are sometimes referred to
hereinafter as "Stock Rights".

     3. Administration of the Plan.

          A. The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may in its sole discretion grant Options,
authorize Purchases and grant Awards, as provided in the Plan. The Board shall
have full power and authority, subject to the express provisions of the Plan, to
construe and interpret the Plan and all Option agreements, Purchase
authorizations and Award grants thereunder, to establish, amend and rescind such
rules and regulations as it may deem appropriate for the proper administration
of the Plan, to determine in each case the terms and provisions which shall
apply to a particular Option agreement, Purchase authorization, or Award grant,
and to make all other determinations which are, in the Board's judgment,
necessary or desirable for the proper administration of the Plan. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Option agreement, Purchase authorization or Award grant in the
manner and to the extent it shall, in its sole discretion, consider expedient.
Decisions of the Board shall be final and binding on all parties who have an
interest in the Plan or any Option, Purchase, Award, or stock issuance
thereunder. No director or person acting pursuant to authority delegated by the
Board shall be liable for any action or determination under the Plan made in
good faith.

          B. The Board may, to the full extent permitted by and consistent with
applicable law and the Company's By-laws, and subject to Subparagraph D
hereinbelow, delegate any or all of its powers with respect to the
administration of the Plan to a committee (the



"Committee") appointed by the Board. If a Committee has been appointed, all
references in this Plan to the Board shall mean and relate to that Committee.

          C. Those provisions of this Plan which make express reference to Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor rule ("Rule 16b-3"), or which are required in order for
certain option transactions to qualify for exemption under Rule l6b-3, shall
apply only to those persons required to file reports under Section 16(a) of the
Exchange Act (a "Reporting Person").

          D. If the Company registers any class of equity security under Section
12 of the Exchange Act, the selection of a director or an officer (as the terms
"director" and "officer" are defined for purposes of Rule 16b-3) as a recipient
of an option, the timing of the option grant, the exercise price of the option
and the number of shares subject to the option shall be determined either (i) by
the Board, if all of the Board members are disinterested persons within the
meaning of Rule 16(b)(3), or (ii) by two or more directors having full authority
to act in the matter, each of whom shall be such a disinterested person.

     4. Eligible Employees and Others. ISOs may be granted to any employee of
the Company or of any Related Corporation. No person who is not such an employee
may be granted an ISO. Non-Qualified Options, Awards, and authorizations to make
Purchases may be granted to any employee, officer or director of, or consultant
or advisor to the Company or any Related Corporation. The granting of any Stock
Right to any individual or entity shall neither entitle that individual or
entity to, nor disqualify him from, participation in any other grant of Stock
Rights.

     5. Stock. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of common stock of the Company ("Common Stock"),
or shares of Common Stock reacquired by the Company in any manner. The aggregate
number of shares which may be issued under the Plan is Three Million One Hundred
Twelve Thousand Five Hundred (3,112,500), subject to adjustment as provided in
Paragraph 14. If any Option granted under the Plan shall expire or terminate for
any reason without having been exercised in full or shall cease for any reason
to be exercisable in whole or in part, or if the Company shall reacquire any
nonvested shares issued pursuant to Awards or Purchases, the unpurchased shares
subject to such Option, or such nonvested shares so reacquired shall again be
available for grants of Stock Rights under the Plan.

     6. Option Agreements. As a condition to the grant of an Option, each
recipient of an Option shall execute an option agreement in such form not
inconsistent with the Plan as the Board shall approve. These option agreements
may differ among recipients. Each option agreement with respect to an ISO shall
be subject to the provisions of the Plan applicable to ISOs. The Board may, in
its sole discretion, include additional provisions in option agreements,
including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guarantee loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board; provided, however, that such
additional provisions shall not be inconsistent with any provision of the Plan
and such additional provisions shall not cause any ISO granted under the Plan to
fail to qualify as an incentive stock option within the meaning of Section 422
of the Code.


                                       2



     7. Option Exercise Price.

          A. Subject to Subparagraph 3D of this Plan and Subparagraphs B and C
of this Paragraph 7, the purchase price per share of Common Stock deliverable
upon the exercise of an Option ("exercise price") shall be determined by the
Board.

          B. In the case of an ISO, the exercise price shall not be less than
100% of the fair market value of Common Stock, as determined by the Board, at
the time of grant of such option, or less than 110% of such fair market value in
the case of an ISO granted to the owner of stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any
Related Corporation (after taking into account the attribution of stock
ownership rules of Section 424(d) of the Code) (a "10% Shareholder").

          C. The exercise price of each Non-Qualified Option granted under the
Plan shall in no event be less than the lesser of (i) the book value per share
of Common Stock as of the end of the fiscal year of the Company immediately
preceding the date of grant, or (ii) thirty percent (30%) of the fair market
value per share of Common Stock on the date of grant.

     8. Cancellation and New Grant of Options, Etc. The Board shall have the
authority to effect, at any time and from time to time, with the consent of the
affected optionees, (i) the cancellation of any or all outstanding Options and
the grant in substitution therefor of new Options covering the same or different
shares of Common Stock and having an exercise price per share which may be lower
or higher than the exercise price per share of the canceled Options, or (ii)
unless doing so would have the effect of causing an ISO to be treated as a
Non-Qualified Option, the amendment of the terms of any and all outstanding
Options to provide an exercise price per share which is higher or lower than the
then-current exercise price per share of such outstanding Options.

     9. Exercise of Options.

          A. Each Option granted under the Plan shall be exercisable either in
full or in installments at such time or times and during such period as shall be
set forth in the agreement evidencing the Option, subject to the provisions of
the Plan. Unless doing so would have the effect of causing an ISO to be treated
as Non-Qualified Option, the Board may, in its sole discretion, (i) accelerate
the date or dates on which all or any particular Option or Options granted under
the Plan may be exercised or (ii) extend the dates during which all, or any
particular, Option or Options granted under the Plan may be exercised.

          B. Options granted under the Plan may provide for payment of the
exercise price by delivery of cash or a check payable to the order of the
Company, or, to the extent (if at all) provided in the option agreement: (i) by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value determined by the Board to be equal
in amount to the exercise price of the Options being exercised, or (ii) by
delivery of a recourse promissory note of the optionee bearing interest payable
not less than annually at the applicable Federal rate as defined in Section
1274(d) of the Code and otherwise payable on such terms as are specified by the
Board, or (iii) by requesting that the Company withhold shares of Common Stock
of the Company issuable upon exercise of the Options having a fair market value
determined by the Board to be equal in amount to the exercise price of the
Options being exercised, or (iv) by any combination of the above methods of
payment.


                                       3



     10. Option Period. Subject to earlier termination under other provisions of
this Plan, each Option and all rights thereunder shall expire on such date as
shall be set forth in the applicable option agreement, except that, in the case
of an ISO, such expiration date (the "Expiration Date") shall not be later than
ten years after the date on which the ISO is granted and, in the case of an ISO
granted to a 10% Shareholder as defined in Subparagraph 7B of this Plan, such
expiration date shall not be later than five years after the date on which the
ISO is granted.

     11. Nontransferabilitv of Options. ISOs shall not be assignable or
transferable by the optionee, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the life of the
optionee, shall be exercisable only by the optionee. The foregoing restrictions
shall also apply to Non-Qualified Options except to the extent otherwise
provided in the agreement evidencing the Non-Qualified Option.

     12. Effect of Termination of Employment or Other Relationship. Except as
otherwise provided in Paragraph 10 and Subparagraph 13C with respect to ISOs,
and subject to all other provisions of the Plan, the Board shall determine the
period of time during which an optionee may exercise an Option following (i) the
termination of the optionee's employment or other relationship with the Company
or a Related Corporation or (ii) the death or disability of the optionee. Such
periods shall be set forth in the agreement evidencing the Option.

     13. Additional ISO Requirement. ISOs granted under the Plan are subject to
the minimum exercise price rules set forth in Subparagraph 7B hereof, the option
period rules of Paragraph 10 hereof, and various other restrictions set forth
elsewhere in this Plan. In addition, ISOs granted under the Plan are subject to
the following:

          A. Each ISO granted under the Plan shall, at the time of grant, be
specifically designated as such in the option agreement evidencing such Option.

          B. In no event shall the aggregate fair market value (determined at
the time an ISO is granted) of Common Stock for which ISOs granted to any
employee are exercisable for the first time by such employee during any calendar
year (under all stock option plans of the Company and any Related Corporation)
exceed One Hundred Thousand Dollars ($100,000); provided, however, that this
Subparagraph B shall have no force or effect if its inclusion in the Plan is not
necessary for Options issued as ISOs to qualify as incentive stock options
within the meaning of Section 422 of the Code. Any Option which would, but for
its failure to satisfy the foregoing restriction, qualify as an ISO shall
nevertheless be a valid Option, but to the extent of such failure it shall be
deemed to be a Non-Qualified Option.

          C. No ISO may be exercised unless, at the time of such exercise, the
optionee is, and has been continuously since the date of grant of the ISO,
employed by the Company or a Related Corporation, except that:

               (i) An ISO may be exercised within the period of three (3) months
          after the date the optionee ceases to be an employee of the Company
          and any Related Corporation (or within such lesser period as may be
          specified in the option agreement); provided, however, that the option
          agreement may designate a longer exercise period, in which case the
          exercise after such three-month period shall be treated as the
          exercise of a Non-Qualified Option.


                                       4



               (ii) If the optionee dies while in the employ of the Company or a
          Related Corporation, or within three (3) months after the optionee
          ceases to be such an employee of the Company or a Related Corporation,
          the ISO may be exercised by the person to whom it is transferred by
          will or the laws of descent and distribution within the period of one
          (1) year after the date of death (or within such lesser period as may
          be specified in the option agreement).

               (iii) If the optionee becomes disabled (within the meaning of
          Section 22(e)(3) of the Code) while in the employ of the Company or a
          Related Corporation, the ISO may be exercised within the period of one
          (1) year after the date the optionee's employment ceases because of
          such disability (or within such lesser period as may be specified in
          the option agreement).

For all purposes of the Plan and any agreement evidencing an Option,
"employment" shall be defined in accordance with the provisions of Treasury
Regulation Section 1.421-7(h) under the Code (or any successor regulations).
Notwithstanding the foregoing provisions, no ISO may be exercised after its
Expiration Date.

     14. Adjustments.

          A. If, through or as a result of any merger, consolidation, sale of
all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall be made in (a) the maximum number
and kind of shares reserved for issuance under the Plan, (b) the number and kind
of shares or other securities subject to any then outstanding Options under the
Plan, and (c) the price for each share subject to any then outstanding Options
under the Plan, without changing the aggregate purchase price as to which such
Options remain exercisable. No fractional shares shall be issued under the Plan
on account of any such adjustments. Notwithstanding the foregoing provisions of
this Subparagraph A, no adjustment shall be made pursuant to this Paragraph 14
if such adjustment would cause any ISO granted under the Plan to fail to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

          B. Any adjustments under this Paragraph 14 shall be made by the Board
of Directors, whose determination as to what adjustments, if any, will be made
and the extent thereof shall be final, binding and conclusive.

     15. Rights as a Shareholder. The holder of an Option shall have no rights
as a shareholder with respect to any shares covered by the option (including,
without limitation, any voting rights, the right to inspect or receive the
Company's balance sheets or financial statements or any rights to receive
dividends or non-cash distributions with respect to such shares) until the date
of issue of a stock certificate for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.


                                       5



     16. Merger, Consolidation, Asset Sale, Liquidation, Etc.

          A. Except as may otherwise be provided in the applicable option
agreement, in the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity, or in the event of the liquidation of the
Company, the Board, or the board of directors of any corporation assuming the
obligations of the Company, shall, in its discretion, take any one or more of
the following actions, as to outstanding Options: (i) provide that such Options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof), provided, however, that any
such Options substituted for ISOs shall meet the requirements of Section 424(a)
of the Code; (ii) upon written notice to the optionees, provide that any and all
outstanding Options shall become exercisable in full (to the extent not
otherwise so exercisable) as of a specified date or time ("Accelerated Vesting
Date") prior to the consummation of such transaction, and that all unexercised
Options shall terminate as of a specified date or time ("Accelerated Expiration
Date") following the Accelerated Vesting Date unless exercised by the optionee
prior to the Accelerated Expiration Date; provided, however, that optionees
shall be given a reasonable period of time within which to exercise or provide
for the exercise of outstanding Options following such written notice and before
the Accelerated Expiration Date; (iii) in the event of a merger under the terms
of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), terminate each outstanding Option in exchange for a
payment, made or provided for by the Company, equal in amount to the excess, if
any, of the Merger Price over the per-share exercise price of each such Option,
times the number of shares of Common Stock subject to such Option; or (iv)
terminate each outstanding Option in exchange for a cash payment equal in amount
to the product of the excess, if any, of the fair market value of a share of
Common Stock over the per-share exercise price of each such Option, times the
number of shares subject to such Option. The Board shall determine the fair
market value of a share of Common Stock for purposes of the foregoing, and the
Board's determination of such fair market value shall be final, binding and
conclusive.

          B. The Company may grant Options under the Plan in substitution for
Options held by employees of another corporation who become employees of the
Company or a Related Corporation as the result of a merger or consolidation of
the employing corporation with the Company or a Related Corporation, or as a
result of the acquisition by the Company or a Related Corporation of property or
stock of the employing corporation. The Company may direct that substitute
Options be granted on such terms and conditions as the Board considers
appropriate in the circumstances.

     17. Stock Restriction Agreement. As a condition to the grant of an Award or
a Purchase authorization under the Plan, the recipient of the Award or Purchase
authorization shall execute an agreement ("Stock Restriction Agreement") in such
form not inconsistent with the Plan as may be approved by the Board. Stock
Restriction Agreements may differ among recipients. Stock Restriction Agreements
may include any provisions the Board determines should be included and that are
not inconsistent with any provision of the Plan.

     18. No Special Employment Rights. Nothing contained in the Plan or in any
option agreement or other agreement or instrument executed pursuant to the
provisions of the Plan shall


                                       6



confer upon any optionee any right with respect to the continuation of his or
her employment by the Company or any Related Corporation or interfere in any way
with the right of the Company or a Related Corporation at any time to terminate
such employment or to increase or decrease the compensation of the optionee.

     19. Other Employee Benefits. Except as to plans which by their terms
include such amounts as compensation, no amount of compensation deemed to be
received by an employee as a result of the grant or exercise of an Option or the
sale of shares received upon such exercise, or as a result of the grant of an
Award or the authorization or making of a Purchase will constitute compensation
with respect to which any other employee benefits of such employee are
determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board.

     20. Amendment of the Plan.

          A. The Board may at any time, and from time to time, modify or amend
the Plan in any respect, except as otherwise expressly provided in this Plan;
provided, however, that if at any time the approval of the shareholders of the
Company is required under the Code with respect to ISOs, or is required under
Rule 16b-3, the Board may not effect such modification or amendment without such
approval.

          B. The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect the optionee's rights under an
Option previously granted. With the consent of the optionee affected, the Board
may amend outstanding option agreements in a manner not inconsistent with the
Plan. The Board shall have the right to amend or modify (i) the terms and
provisions of the Plan and of any outstanding ISO granted under the Plan to the
extent necessary to qualify any or all such Options for such favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options within the meaning of Section 422 of the Code,
and (ii) the terms and provisions of the Plan and of any outstanding Option to
the extent necessary to ensure the qualification of the Plan under Rule 16b-3.

     21. Investment Representations. The Board may require any person to whom an
Option is granted, as a condition of exercising such Option, and any person to
whom an Award is granted or a Purchase is authorized, as a condition thereof, to
give written assurances in substance and form satisfactory to the Board to the
effect that such person is acquiring the Common Stock subject to the Option,
Award or Purchase for such person's own account for investment and not with any
present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock.

     22. Compliance With Securities Laws. Each Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such Option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such Option may not be exercised, in whole or in part, unless such
listing, registration,


                                       7



qualification, consent or approval, or satisfaction of such condition shall have
been effected or obtained on conditions acceptable to the Board. Nothing herein
shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification, or to satisfy such condition.

     23. Withholding. The Company shall have the right to deduct from payments
of any kind otherwise due to the optionee any federal, state or local taxes of
any kind required by law to be withheld with respect to any shares issued upon
exercise of Options under the Plan or upon the grant of an Award, the making of
a Purchase of Common Stock for less than its fair market value, the making of a
Disqualifying Disposition (as defined in Paragraph 24), or the vesting of
restricted Common Stock acquired pursuant to a Stock Right. The Board in its
sole discretion may condition the exercise of an Option, the grant of an Award,
the making of a Purchase, or the vesting of restricted shares acquired by
exercising a Stock Right on the grantee's payment of such additional withholding
taxes. Subject to the prior approval of the Company, which may be withheld by
the Company in its sole discretion, the grantee may elect to satisfy such
obligations, in whole or in part, (i) by causing the Company to withhold shares
of Common Stock otherwise issuable pursuant to the exercise of a Stock Right or
(ii) by delivering to the Company shares of Common Stock already owned by the
grantee. The shares so delivered or withheld shall have a fair market value
equal to such withholding obligation, and shall not be subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements. The
fair market value of the shares used to satisfy such withholding obligation
shall be determined by the Company as of the date that the amount of tax to be
withheld is to be determined. Notwithstanding the foregoing, in the case of a
Reporting Person, no election to use shares for the payment of withholding taxes
shall be effective unless made in compliance with any applicable requirements of
Rule 16b-3 (unless it is intended that the transaction not qualify for exemption
under Rule l6b-3).

     24. Notice to Company of Disqualifying Disposition. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition, as hereinafter defined, of any
Common Stock acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such Common Stock before
the later of (a) two (2) years after the date the employee was granted the ISO
or (b) one (1) year after the date the employee acquired Common Stock by
exercising the ISO. If the employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying Disposition can
occur thereafter.

     25. Effective Date and Duration of the Plan.

          A. The Plan shall become effective when adopted by the Board, but no
Stock Right granted under the Plan shall become exercisable unless and until the
Plan shall have been approved by the Company's shareholders. If such shareholder
approval is not obtained within twelve months after the date of the Board's
adoption of the Plan, Stock Rights previously granted under the Plan shall not
vest and shall terminate and shall be null and void and no Stock Rights shall be
granted thereafter under the Plan. Amendments to the Plan not requiring
shareholder approval shall become effective when adopted by the Board;
amendments requiring shareholder approval shall become effective when adopted by
the Board, but no stock Right granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such stock Right to a particular person) unless
and


                                       8



until such amendment shall have been approved by the Company's shareholders. If
such shareholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Stock Rights granted on or after the date of
such amendment shall terminate and become null and void to the extent that such
amendment was required to enable the Company to grant such Stock Rights to a
particular person. Subject to this limitation, Stock Rights may be granted under
the Plan at any time after the effective date and before the termination date of
the Plan.

          B. Unless sooner terminated as provided elsewhere in this Plan, this
Plan shall terminate upon the close of business on the day next preceding the
tenth anniversary of the date of its adoption by the Board. Stock Rights
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such Stock Rights.

              Adopted by the Board of Directors on March 16, 1999.


                                       9



                                  AMENDMENT TO
                      1999 STOCK OPTION/STOCK ISSUANCE PLAN
                                       OF
           CONSTANT CONTACT, INC. (f/k/a ROVING SOFTWARE INCORPORATED)

The 1999 Stock Option/Stock Issuance Plan of Constant Contact, Inc. (formerly,
Roving Software Incorporated) be and hereby is amended by deleting Section 14
thereof in its entirety and substituting in lieu thereof the following:

     14. Adjustments. If, through or as a result of any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
equitable adjustment shall be made in the manner determined by the Board of
Directors in (a) the maximum number and kind of shares reserved for issuance
under the Plan, (b) the number and kind of shares or other securities subject to
any then outstanding Options under the Plan, and (c) the price for each share
subject to any then outstanding Options under the Plan, without changing the
aggregate purchase price as to which such Options remain exercisable. No
fractional shares shall be issued under the Plan on account of any such
adjustments. Notwithstanding the foregoing provisions of this Paragraph 14 no
adjustment shall be made pursuant to this Paragraph 14 if such adjustment would
cause any ISO granted under the Plan to fail to qualify as an incentive stock
option within the meaning of Section 422 of the Code.

                                        Adopted by the Board of Directors
                                        on April 12, 2007


                                       10

EX-10.2

                                                                    EXHIBIT 10.2

                          ROVING SOFTWARE INCORPORATED

                      NON-QUALIFIED STOCK OPTION AGREEMENT

      Roving Software Incorporated, a Delaware corporation (the "Company"),
hereby grants this ______________ (the "Grant Date"), to ______________ (the
"Optionee"), an option to purchase a maximum of ______________ shares of the
Company's Common Stock, no par value per share (the "Common Stock"), at the
price of ______________ per share, on the following terms and conditions:

      1. Grant Under 1999 Stock Option/Stock Issuance Plan. (a) This option is
granted pursuant to and is governed by and subject to the Company's 1999 Stock
Option/Stock Issuance Plan (the "Plan"), the terms and conditions of which are
incorporated herein by this reference. Unless the context otherwise requires,
terms used herein shall have the same meaning as in the Plan. Determinations
made pursuant to the Plan in connection with this option shall be governed by
the Plan as it exists on the date of this option agreement ("Agreement").

            (b) The granting of this option shall be subject to receipt by the
Company of the Company's current form of Non-Disclosure, Non-Competition and
Developments Agreement, executed and delivered by the Optionee.

      2. Grant as Non-Qualified Option; Other Options. This option is intended
to be a Non-Qualified Option; it is not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986 (the "Code"). This option is in addition to any other options heretofore or
hereafter granted to the Optionee by the Company, but a duplicate original of
this instrument shall not effect the grant of another option.

      3. Exercise of Option and Provisions for Termination.

            (a) Vesting Schedule. Except as otherwise provided in this
Agreement, and subject to all other terms and conditions of this Agreement, if
the Optionee has continued to have a Business Relationship, as that term is
defined in Paragraph (c) of this Section 3, with the Company through any
applicable date in the table below, this option may be exercised prior to the
tenth anniversary of the Grant Date (hereinafter the "Expiration Date") in
installments for not more than the number of shares set forth opposite such
applicable date:

                               [VESTING SCHEDULE]

The right of exercise shall be cumulative so that if the option is not
exercised to the maximum extent permissible as of an applicable date, it shall
be exercisable, in whole or in part, with respect to all shares not so purchased
at any time prior to the Expiration Date or the earlier termination of this
option. Notwithstanding any other provision of this Agreement or the Plan, this
option may not be exercised at any time on or after the Expiration Date.

            (b) Method of Exercise. Subject to the terms and conditions set
forth in this Agreement, this option shall be exercised by the Optionee's
delivery of written notice of exercise



to the Treasurer of the Company, specifying the number of shares to be purchased
and the purchase price to be paid therefor and accompanied by payment in full in
accordance with Section 4 hereof. Such exercise shall be effective upon receipt
by the Treasurer of the Company of such written notice together with the
required payment. The Optionee may purchase less than the number of shares
covered hereby, provided that no partial exercise of this option may be for any
fractional share.

            (c) Continuous Business Relationship Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Optionee, at the time the Optionee exercises this option, is and has been at all
times since the Grant Date, an employee, officer or director of, or consultant
or advisor to the Company (any of such relationships, a "Business
Relationship").

            (d) Exercise Period Upon Termination of Business Relationship. If
the Optionee ceases to have a Business Relationship with the Company, then,
except as provided in paragraph (e) below, the right to exercise this option
shall terminate on the date which is three (3) months after the date on which
the Optionee ceases to have any Business Relationship with the Company (but in
no event after the Expiration Date); provided, however, that this option shall
be exercisable only to the extent that the Optionee was entitled to exercise
this option on the date of such cessation.

            (e) Exercise Period Upon Death or Disability. If the Optionee is a
natural person who dies or becomes disabled (within the meaning of Section
22(e)(3) of the Code) prior to the Expiration Date while he or she has a
Business Relationship with the Company, or if such an Optionee dies within three
(3) months after the date on which he or she ceases to have a Business
Relationship with the Company, this option shall be exercisable within the
period of one (1) year following the date of death or disability of the Optionee
(but in no event after the Expiration Date), by the Optionee or by the person to
whom this option is transferred by will or the laws of descent and distribution;
provided, however, that this option shall be exercisable only to the extent that
this option was exercisable by the Optionee on the date of his or her death or
disability. Except as otherwise indicated by the context, the term "Optionee",
as used in this Agreement, shall include the estate of the Optionee, the
Optionee's personal representative, or any other person who acquires the right
to exercise this option by bequest or inheritance or otherwise by reason of the
death of the Optionee or by reason of the Optionee's incapacity.

      4. Payment of Purchase Price. Payment of the purchase price for shares
purchased upon exercise of this option shall be made by delivery to the Company
of cash or wire transfer or a check payable to the order of the Company in an
amount equal to the purchase price per share as hereinabove set forth times the
number of shares so purchased (the "exercise price").

      5. Delivery of Shares.

            (a) General. The Company shall, upon payment of the exercise price
for the number of shares purchased and paid for, make prompt delivery of such
shares to the Optionee; provided, however, that if any law or regulation
requires the Company to take any action with respect to such shares before the
issuance thereof, then the date of delivery of such shares shall be extended for
the period necessary to complete such action.

                                     - 2 -



            (b) Listing, Registration, Qualification, Etc. This option shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
hereto upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the
disclosure of nonpublic information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board of Directors of the Company. Nothing
herein shall be deemed to require the Company to apply for, effect or obtain
such listing, registration, qualification, or disclosure, or to satisfy such
other condition.

      6. Nontransferability of Option. Except as provided in Paragraph (e) of
Section 3 hereof, this option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) nor shall any such rights be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights contrary to
the provisions hereof, or upon the levy of any attachment or similar process
upon this option or such rights, this option and such rights shall, at the
election of the Company, become null and void.

      7. No Special Employment or Other Rights. Nothing contained in the Plan or
this Agreement shall be construed or deemed by any person under any
circumstances to obligate the Company to continue any employment or other
Business Relationship of the Optionee for any period.

      8. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to vote or to receive
dividends or other distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Optionee. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.

      9. Adjustment Provisions.

            (a) General. If through, or as a result of, any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional shares
or new or different shares or other securities of the Company or other non-cash
assets are distributed with respect to such shares of Common Stock or other
securities, the Optionee shall, with respect to this option or any unexercised
portion hereof, be entitled to the rights and benefits, and be subject to the
limitations, set forth in Paragraph 14 of the Plan.

            (b) Acceleration of Vesting of Unvested Shares for Certain Business
Combinations. Immediately prior to the effective date of any Change in Control
(as defined below) of the Company (the "Change in Control Effective Date"),
fifty percent (50%) of all of

                                     - 3 -



the Participant's Unvested Shares as of such date shall be deemed to be Vested
Shares for purposes of this Agreement. For purposes of this Agreement, "Change
in Control" means the consummation of (i) the sale, transfer or other
disposition of all or substantially all of the assets of the Company to a Third
Party Entity (as defined below), (ii) a merger or consolidation of the Company
with a Third Party Entity, or (iii) a transfer of more than fifty percent (50%)
of the outstanding voting equity of the Company to a Third Party Entity,
provided no financing transaction involving issuance of additional securities of
the Company to a Third Party Entity shall constitute a Change in Control. A
"Third Party Entity" means any entity other than the Company except (i) an
entity which, prior to the transaction in question, directly or indirectly
controls, is controlled by, or is under common control with the Company or (ii)
an entity of which a majority of the voting equity following the transaction in
question is owned directly or indirectly by the shareholders of a majority of
the voting equity of the Company prior to the transaction.

      If the Participant's employment with such a Third Party Entity is
terminated by the Third Party Entity at any time prior to the one (1) year
anniversary of such Change of Control Effective Date, all of the Participant's
remaining Unvested Shares shall be deemed to be Vested Shares for purposes of
this Agreement.

            (c) Board Authority to Make Adjustments. Any adjustments under this
Section 9 will be made by the Board of Directors of the Company, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued with respect to this option on account of any such adjustments.

      10. Mergers, Consolidations, Asset, Sales, Liquidations, Etc. In the event
of a consolidation or merger or sale of all or substantially all of the assets
of the Company in which outstanding shares of Common Stock are exchanged for
securities, cash or other property of any other corporation or business entity,
or in the event of the liquidation of the Company, prior to the Expiration Date
or other termination of this option, the Optionee shall, with respect to this
option or any unexercised portion hereof, be entitled to the rights and
benefits, and be subject to the limitations, set forth in Paragraph 16 of the
Plan.

      11. Withholding of Taxes. The Company's obligation to deliver shares upon
the exercise of this option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements as described in Paragraph 23 of the Plan. At the Company's
discretion, and to the extent permitted by the Plan, the amount required to be
withheld may be withheld in cash from such wages, or otherwise as may be
permitted under the Plan. The Optionee further agrees that, if the Company does
not withhold an amount from the Optionee's wages sufficient to satisfy the
Company's withholding obligation or if such obligation is not otherwise
satisfied, as determined by the Company, the Optionee will reimburse the Company
on demand, in cash, for the amount underwithheld.

      12. Investment Representations, Warranties and Covenants; Legends.

            (a) Representations. The Optionee represents, warrants and covenants
that:

                                     - 4 -



                  (i) Any shares purchased upon exercise of this option shall be
acquired for the Optionee's account for investment only and not with a view to,
or for sale in connection with, any distribution of the shares in violation of
the Securities Act of 1933 (the "Securities Act") or any rule or regulation
under the Securities Act.

                  (ii) The Optionee has had such opportunity as the Optionee has
deemed adequate to obtain from representatives of the Company such information
as is necessary to permit the Optionee to evaluate the merits and risks of the
Optionee's investment in the Company.

                  (iii) The Optionee is able to bear the economic risk of
holding shares acquired pursuant to the exercise of this option for an
indefinite period

                  (iv) The Optionee understands that (A) the shares acquired
pursuant to the exercise of this option will not be registered under the
Securities Act and are "restricted securities" within the meaning of Rule 144
under the Securities Act; (B) such shares cannot be sold, transferred or
otherwise disposed of unless they are subsequently registered under the
Securities Act or an exemption from registration is then available; (C) in any
event, an exemption from registration under Rule 144 or otherwise under the
Securities Act may not be available for at least two years and even then will
not be available unless a public market then exists for the Common Stock,
adequate information concerning, the Company is then available to the public and
other terms and conditions of Rule 144 are complied with; and (D) there is now
no registration statement on file with the Securities and Exchange Commission
with respect to any stock of the Company and the Company has no obligation or
current intention to register any shares acquired pursuant to the exercise of
this option under the Securities Act.

                  (v) The Optionee agrees that, if the Company offers for the
first time any of its Common Stock for sale pursuant to a registration statement
under the Securities Act, the Optionee will not, without the prior written
consent of the Company, publicly offer, sell, contract to sell or otherwise
dispose of, directly or indirectly, any shares purchased upon exercise of this
option for a period of ninety (90) days, or such longer period as the Company
may reasonably require, after the effective date of such registration statement.

                  (vi) The Optionee's principal residence is at the address set
forth below on the signature page. The Optionee shall promptly notify the
Company of any change in the Optionee's principal address.

      By making payment upon any exercise of this option, in whole or in part,
the Optionee shall be deemed to have reaffirmed, as of the date of such payment,
the representations made in this Section 12.

            (b) Legends on Stock Certificates. All stock certificates
representing shares of Common Stock issued to the Optionee upon exercise of this
option shall have affixed thereto legends substantially in the following forms,
in addition to any other legends required by applicable state law:

            "The shares of stock represented by this certificate have not been
            registered under the Securities Act of 1933 and may not be
            transferred, sold or otherwise disposed

                                     - 5 -



            of in the absence of an effective registration statement with
            respect to the shares evidenced by this certificate, filed and made
            effective under the Securities Act of 1933, or an opinion of counsel
            satisfactory to the Company to the effect that registration under
            such Act is not required."

            "The shares of stock represented by this certificate are subject to
            certain restrictions on transfer contained in an Option Agreement, a
            copy of which will be furnished upon request by the issuer."

      13. Transfer and Other Restrictions; Company's Purchase Rights. Except as
set forth in this Section 13, no disposition (whether by sale, exchange, gift,
transfer or otherwise) may be made of any shares acquired upon exercise of this
option, other than by will or the laws of descent and distribution.

            (a) First Refusal Rights.

                  (i) If the Optionee or the Optionee's successor in interest
desires to sell all or any part of the shares acquired under this option
(including any securities received in respect thereof pursuant to
recapitalizations and the like), and an offeror (the "Offeror") has made an
offer therefor, which offer the Optionee desires to accept, the Optionee shall:
(y) obtain in writing an irrevocable and unconditional bona fide offer (the
"Bona Fide Offer") for the purchase thereof from the Offeror; and (z) give
written notice (the "Option Notice") to the President of Company setting forth
the Optionee's desire to sell such shares, which Option Notice shall be
accompanied by a photocopy of the original executed Bona Fide Offer and shall
set forth at least the name and address of the Offeror and the price and terms
of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall
have an option to purchase any or all of the shares specified in the Option
Notice, such option to be exercisable by giving, within thirty (30) days after
receipt of the Option Notice, a written counter-notice to the Optionee. If the
Company elects to purchase, the Optionee shall be obligated to sell to the
Company such shares at the price and terms indicated in the Bona Fide Offer
within sixty (60) days from the date of receipt by the Company of the Option
Notice. The Company's purchase rights under this Section 13 are assignable by
the Company.

                  (ii) Subject to the provisions of Paragraph (b) of this
Section 13, the Optionee may sell, pursuant to the terms of the Bona Fide Offer,
any or all of such shares not purchased by the Company or which the Company does
not elect to purchase in the manner set forth hereinabove after the expiration
of the 30-day period during which the Company may give the aforesaid
counter-notice; provided, however, that the Optionee may not sell such shares to
the Offeror if the Offeror is (A) a competitor of the Company, or (B) a person
that controls, is controlled by or under common control with a competitor of the
Company, or (C) a member of management of a competitor of the Company (any
person described in clauses (A) through (C) being hereinafter referred to as a
"Competitor") or (D) a person or entity to which the Board of Directors
determines in its sole discretion, that a transfer of shares of the Company
would be against the Company's best interest, and the Company gives to the
Optionee, within thirty (30) days of its receipt of the Option Notice, written
notice stating that the Optionee shall not sell the shares to the Offeror; and
provided, further, that prior to the sale of any such shares to the Offeror, the
Offeror shall execute an agreement with the Company under which the Offeror

                                     - 6 -



agrees not to become a Competitor of the Company and further agrees to be
subject to the restrictions set forth in this Agreement. If any or all of such
shares are not sold pursuant to a Bona Fide Offer within the time permitted
above, the unsold shares shall remain subject to the terms of this Agreement.

                  (iii) The first refusal rights of the Company set forth above
shall remain in effect until the closing of an initial underwritten public
offering of the Company's Common Stock pursuant to a registration statement
filed under the Securities Act of 1933, as amended, or a successor statute, at
which time the first refusal rights set forth herein will automatically expire.

            (b) Option to Purchase Upon Termination of Business Relationship.

                  (i) Option. If the Optionee ceases to have a Business
Relationship (as defined in Section 3(c)) with the Company for any reason, the
Company shall have the option, exercisable at any time within thirty (30) days
after the later of the date on which the Optionee's Business Relationship with
the Company terminates or the expiration of the applicable exercise period set
forth in Section 3(d) or (e) above, to purchase all or any part of the
Optionee's shares purchased under this option. The Company may assign this right
to purchase in its sole discretion. The Company or its assignee(s) shall
exercise the foregoing option by sending written notice to the Optionee within
the thirty (30)-day period.

                  (ii) Purchase Price. The purchase price of any shares to be
sold to the Company and/or its assigns under this paragraph (c) shall be the
fair market value thereof as determined by the Board of Directors as of the date
on which the Optionee's Business Relationship with the Company terminated. Such
purchase price shall be payable in eight (8) equal quarterly payments with
interest at the applicable Federal rate, as defined in Section 1274(d) of the
Code, with the first payment to be made at the closing of a purchase and sale of
shares pursuant to Subparagraph (iii) below, and each subsequent payment to be
made at three (3)-month intervals.

                  (iii) Settlement. The closing of a purchase and sale of shares
under this Paragraph (c) shall take place at the principal office of the Company
at such time and date as shall be mutually agreed between the Company and the
Optionee; provided, that if the parties cannot reach such agreement, settlement
shall be ninety (90) days after the date of termination of the Optionee's
Business Relationship with the Company (or if such day is a holiday, the first
business day thereafter). At the closing, the Optionee shall deliver to the
Company (i) the certificate or certificates representing the shares held by such
Optionee, duly endorsed for transfer, or (ii) if such certificate or
certificates are already in the Company's possession, such duly endorsed stock
powers as the Company may request to permit it to record the repurchase by the
Company on the records of the Company.

      14. Miscellaneous.

            (a) Except as otherwise expressly provided herein, this Agreement
may not be amended or otherwise modified unless evidenced in writing and signed
by the Company and the Optionee.

                                     - 7 -



            (b) All notices under this Agreement shall be delivered by hand,
sent by commercial overnight courier service or sent by registered or certified
mail, return receipt requested, and first-class postage prepaid, to the parties
at their respective addresses set forth beneath their names below or at such
other address as may be designated in a notice by either party to the other.
Notwithstanding the foregoing, any notice sent to such an address in a country
other than that from which the notice is sent may be sent by telefax, telegram
or commercial air courier.

            (c) Any reference in this Agreement to a Section of the Code shall
refer to that Section as it reads as of the date of this Agreement and as it may
be amended from time to time, and to any successor provision.

            (d) Each provision of this Agreement shall be considered separable.
The invalidity or unenforceability of any provision shall not affect the other
provisions, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.

            (e) Sections 12, 13 and 14 hereof shall survive any termination of
this Agreement.

            (f) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.

            (g) The failure of the Company or the Optionee to insist upon strict
performance of any provision hereunder, irrespective of the length of time for
which such failure continues, shall not be deemed a waiver of such party's right
to demand strict performance at any time in the future. No consent or waiver,
express or implied, to or of any breach or default in the performance of any
obligation or provision hereunder shall constitute a consent or waiver to or of
any other breach or default in the performance of the same or any other
obligation hereunder.

                                     - 8 -



Date of Grant:

__________________

                                    ROVING SOFTWARE INCORPORATED

                                    By: ______________________________
                                    Name:  Gail F. Goodman
                                    Title: CEO

                                    Address:

                                    1601 Trapelo Road, Suite 246
                                    Waltham, MA  02451

                                     - 9 -



                              Optionee's Acceptance

      The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions of this Agreement. The undersigned hereby acknowledges
receipt of a copy of the Company's 1999 Stock Option/Stock Issuance Plan.

                              [Name]

                              ________________________________________
                              Signature

                              Address:

                              ________________________________________

                              ________________________________________

                                     - 10 -

EX-10.3

                                                                    EXHIBIT 10.3

                             CONSTANT CONTACT, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT

     Constant Contact, Incorporated, a Delaware corporation (the "Company"),
hereby grants this ___________________ (the "Grant Date"), to
___________________ ("Optionee"), an option to purchase a maximum of
_________________ shares of the Company's Common Stock, no par value per share
(the "Common Stock"), at the price of ____________________ per share, on the
following terms and conditions:

     1. Grant Under 1999 Stock Option/Stock Issuance Plan. (a) This option is
granted pursuant to and is governed by and subject to the Company's 1999 Stock
Option/Stock Issuance Plan (the "Plan"), the terms and conditions of which are
incorporated herein by this reference. Unless the context otherwise requires,
terms used herein shall have the same meaning as in the Plan. Determinations
made pursuant to the Plan in connection with this option shall be governed by
the Plan as it exists on the date of this option agreement ("Agreement").

     (b) The granting of this option shall be subject to receipt by the Company
of the Company's current form of Non-Disclosure, Non-Competition and
Developments Agreement, executed and delivered by the Optionee.

     2. Grant as Non-Qualified Option; Other Options. This option is intended to
be a Non-Qualified Option; it is not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986
(the "Code"). This option is in addition to any other options heretofore or
hereafter granted to the Optionee by the Company, but a duplicate original of
this instrument shall not affect the grant of another option.

     3. Exercise of Option and Provisions for Termination.

          (a) Vesting Schedule. Except as otherwise provided in this Agreement,
and subject to all other terms and conditions of this Agreement, if the Optionee
has continued to have a Business Relationship, as that term is defined in
Paragraph (c) of this Section 3, with the Company through any applicable date in
the table below, this option may be exercised prior to the tenth anniversary of
the Grant Date (hereinafter the "Expiration Date") in installments for not more
than the number of shares set forth opposite such applicable date:

                               [Vesting Schedule]

The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible as of an applicable date, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this option.
Notwithstanding any other provision of this Agreement or the Plan, this option
may not be exercised at any time on or after the Expiration Date.

     (b) Method of Exercise. Subject to the terms and conditions set forth in
this Agreement, this option shall be exercised by the Optionee's delivery of
written notice of exercise



to the Treasurer of the Company, specifying the number of shares to be purchased
and the purchase price to be paid therefor and accompanied by payment in full in
accordance with Section 4 hereof. Such exercise shall be effective upon receipt
by the Treasurer of the Company of such written notice together with the
required payment. The Optionee may purchase less than the number of shares
covered hereby, provided that no partial exercise of this option may be for any
fractional share.

     (c) Continuous Business Relationship Required. Except as otherwise provided
in this Section 3, this option may not be exercised unless the Optionee, at the
time the Optionee exercises this option, is and has been at all times since the
Grant Date, an employee, officer or director of, or consultant or advisor to the
Company (any of such relationships, a "Business Relationship").

     (d) Exercise Period Upon Termination of Business Relationship. If the
Optionee ceases to have a Business Relationship with the Company, then, except
as provided in paragraph (e) below, the right to exercise this option shall
terminate on the date which is three (3) months after the date on which the
Optionee ceases to have any Business Relationship with the Company (but in no
event after the Expiration Date); provided, however, that this option shall be
exercisable only to the extent that the Optionee was entitled to exercise this
option on the date of such cessation.

     (e) Exercise Period Upon Death or Disability. If the Optionee dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Expiration Date while he or she has a Business Relationship with the
Company, or if such an Optionee dies within three (3) months after the date on
which he or she ceases to have a Business Relationship with the Company, this
option shall be exercisable within the period of one (1) year following the date
of death or disability of the Optionee (but in no event after the Expiration
Date), by the Optionee or by the person to whom this option is transferred by
will or the laws of descent and distribution; provided, however, that this
option shall be exercisable only to the extent that this option was exercisable
by the Optionee on the date of his or her death or disability. Except as
otherwise indicated by the context, the term "Optionee", as used in this
Agreement, shall include the estate of the Optionee, the Optionee's personal
representative, or any other person who acquires the right to exercise this
option by bequest or inheritance or otherwise by reason of the death of the
Optionee or by reason of the Optionee's incapacity.

     4. Payment of Purchase Price. Payment of the purchase price for shares
purchased upon exercise of this option shall be made by delivery to the Company
of cash or wire transfer or a check payable to the order of the Company in an
amount equal to the purchase price per share as hereinabove set forth times the
number of shares so purchased (the "exercise price").

     5. Delivery of Shares.

          (a) General. The Company shall, upon payment of the exercise price for
the number of shares purchased and paid for, make prompt delivery of such shares
to the Optionee; provided, however, that if any law or regulation requires the
Company to take any action with


                                       2



respect to such shares before the issuance thereof, then the date of delivery of
such shares shall be extended for the period necessary to complete such action.

          (b) Listing, Registration, Qualification, Etc. This option shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
hereto upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the
disclosure of nonpublic information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board of Directors of the Company. Nothing
herein shall be deemed to require the Company to apply for, effect or obtain
such listing, registration, qualification, or disclosure, or to satisfy such
other condition.

     6. Nontransferability of Option. Except as provided in Paragraph (e) of
Section 3 hereof, this option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) nor shall any such rights be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights contrary to
the provisions hereof, or upon the levy of any attachment or similar process
upon this option or such rights, this option and such rights shall, at the
election of the Company, become null and void.

     7. No Special Employment or Other Rights. Nothing contained in the Plan or
this Agreement shall be construed or deemed by any person under any
circumstances to obligate the Company to continue any employment or other
Business Relationship of the Optionee for any period.

     8. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to vote or to receive
dividends or other distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Optionee. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.

     9. Adjustment Provisions.

          (a) General. If through, or as a result of, any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased or decreased or are exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, the
Optionee shall, with respect to this option or any unexercised portion hereof,
be entitled to the rights and benefits, and be subject to the limitations, set
forth in Paragraph 14 of the Plan.


                                       3



          (b) Board Authority to Make Adjustments. Any adjustments under this
Section 9 will be made by the Board of Directors of the Company, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued with respect to this option on account of any such adjustments.

          (c) Amendments. The Board may at any time or times amend the Plan,
this option granted hereunder, or this Agreement for the purpose of satisfying
the requirements of any changes in applicable laws or regulations or for any
other purpose which at the time may be permitted by law. No termination,
amendment of the Plan, amendment of this option or this Agreement shall, without
the Optionee's consent, materially adversely affect the Optionee's rights under
the option or this Agreement. Notwithstanding the foregoing, this Agreement
shall be amended as required by Section 9(d) below to the extent required by
regulatory or statutory guidance.

          (d) Statutory Requirements and Subsequent Amendment. This Agreement
and the grant of this option hereunder is intended to constitute an arrangement
that is treated as not deferring compensation for the purposes of section 409A
of the Code. To the extent required and permitted by subsequent guidance,
whether statutory or regulatory, the Company and Optionee agree that any option
granted hereunder may be modified, rescinded or substituted by the Company as
required to comply with, or be exempt from, the provisions of section 409A of
the Code. The Optionee acknowledges that the rights hereunder are contractual
rights, the amendment of which requires the mutual consent of the Optionee and
the Company. The Optionee further acknowledges that the Optionee shall be fully
responsible for any and all consequences that may result from Optionee's refusal
to consent to any amendment required to comply with section 409A of the Code and
that the Company shall have no responsibility therefor.

     10. Mergers, Consolidations, Asset, Sales, Liquidations, Etc. In the event
of a consolidation or merger or sale of all or substantially all of the assets
of the Company in which outstanding shares of Common Stock are exchanged for
securities, cash or other property of any other corporation or business entity,
or in the event of the liquidation of the Company, prior to the Expiration Date
or other termination of this option, the Optionee shall, with respect to this
option or any unexercised portion hereof, be entitled to the rights and
benefits, and be subject to the limitations, set forth in Paragraph 16 of the
Plan.

     11. Withholding of Taxes. The Company's obligation to deliver shares upon
the exercise of this option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements as described in Paragraph 23 of the Plan. At the Company's
discretion, and to the extent permitted by the Plan, the amount required to be
withheld may be withheld in cash from such wages, or otherwise as may be
permitted under the Plan.

     12. Investment Representations, Warranties and Covenants; Legends.


                                       4



          (a) Representations. The Optionee represents, warrants and covenants
that:

          (i) Any shares purchased upon exercise of this option shall be
acquired for the Optionee's account for investment only and not with a view to,
or for sale in connection with, any distribution of the shares in violation of
the Securities Act of 1933 (the "Securities Act") or any rule or regulation
under the Securities Act.

          (ii) The Optionee has had such opportunity as the Optionee has deemed
adequate to obtain from representatives of the Company such information as is
necessary to permit the Optionee to evaluate the merits and risks of the
Optionee's investment in the Company.

          (iii) The Optionee is able to bear the economic risk of holding shares
acquired pursuant to the exercise of this option for an indefinite period.

          (iv) The Optionee understands that (A) the shares acquired pursuant to
the exercise of this option will not be registered under the Securities Act and
are "restricted securities" within the meaning of Rule 144 under the Securities
Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless
they are subsequently registered under the Securities Act or an exemption from
registration is then available; (C) in any event, an exemption from registration
under Rule 144 or otherwise under the Securities Act may not be available for at
least two years and even then will not be available unless a public market then
exists for the Common Stock, adequate information concerning, the Company is
then available to the public and other terms and conditions of Rule 144 are
complied with; and (D) there is now no registration statement on file with the
Securities and Exchange Commission with respect to any stock of the Company and
the Company has no obligation or current intention to register any shares
acquired pursuant to the exercise of this option under the Securities Act.

          (v) The Optionee agrees that, if the Company offers for the first time
any of its Common Stock for sale pursuant to a registration statement under the
Securities Act, the Optionee will not, without the prior written consent of the
Company, publicly offer, sell, contract to sell or otherwise dispose of,
directly or indirectly, any shares purchased upon exercise of this option for a
period of ninety (90) days, or such longer period as the Company may reasonably
require, after the effective date of such registration statement.

          (vi) The Optionee's principal residence is at the address set forth
below on the signature page. The Optionee shall promptly notify the Company of
any change in the Optionee's principal address.

By making payment upon any exercise of this option, in whole or in part, the
Optionee shall be deemed to have reaffirmed, as of the date of such payment, the
representations made in this Section 12.

     (b) Legends on Stock Certificates. All stock certificates representing
shares of Common Stock issued to the Optionee upon exercise of this option shall
have affixed thereto legends substantially in the following forms, in addition
to any other legends required by applicable state law:


                                       5



          "The shares of stock represented by this certificate have not been
          registered under the Securities Act of 1933 and may not be
          transferred, sold or otherwise disposed of in the absence of an
          effective registration statement with respect to the shares evidenced
          by this certificate, filed and made effective under the Securities Act
          of 1933, or an opinion of counsel satisfactory to the Company to the
          effect that registration under such Act is not required."

          "The shares of stock represented by this certificate are subject to
          certain restrictions on transfer contained in an Option Agreement, a
          copy of which will be furnished upon request by the issuer."

     13. Transfer and Other Restrictions; Company's First Refusal Rights and
Purchase Rights. Except as set forth in this Section 13, no disposition (whether
by sale, exchange, gift, transfer or otherwise) may be made of any shares
acquired upon exercise of this option, other than by will or the laws of descent
and distribution.

          (a) First Refusal Rights.

               (i) If the Optionee or the Optionee's successor in interest
desires to sell all or any part of the shares acquired under this option
(including any securities received in respect thereof pursuant to
recapitalizations and the like), and an offeror (the "Offeror") has made an
offer therefor, which offer the Optionee desires to accept, the Optionee shall:
(y) obtain in writing an irrevocable and unconditional bona fide offer (the
"Bona Fide Offer") for the purchase thereof from the Offeror; and (z) give
written notice (the "Option Notice") to the President of Company setting forth
the Optionee's desire to sell such shares, which Option Notice shall be
accompanied by a photocopy of the original executed Bona Fide Offer and shall
set forth at least the name and address of the Offeror and the price and terms
of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall
have an option to purchase any or all of the shares specified in the Option
Notice, such option to be exercisable by giving, within thirty (30) days after
receipt of the Option Notice, a written counter-notice to the Optionee. If the
Company elects to purchase, the Optionee shall be obligated to sell to the
Company such shares at the price and terms indicated in the Bona Fide Offer
within sixty (60) days from the date of receipt by the Company of the Option
Notice. The Company's purchase rights under this Section 13 are assignable by
the Company.

               (ii) Subject to the provisions of Paragraph (b) of this Section
13, the Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or
all of such shares not purchased by the Company or which the Company does not
elect to purchase in the manner set forth hereinabove after the expiration of
the 30-day period during which the Company may give the aforesaid
counter-notice; provided, however, that the Optionee may not sell such shares to
the Offeror if the Offeror is (A) a competitor of the Company, or (B) a person
that controls, is controlled by or under common control with a competitor of the
Company, or (C) a member of management of a competitor of the Company (any
person described in clauses (A) through (C) being hereinafter referred to as a
"Competitor") or (D) a person or entity to which the Board of Directors
determines in its sole discretion, that a transfer of shares of the Company
would be against the Company's best interest, and the Company gives to the
Optionee, within thirty (30)


                                       6



days of its receipt of the Option Notice, written notice stating that the
Optionee shall not sell the shares to the Offeror; and provided, further, that
prior to the sale of any such shares to the Offeror, the Offeror shall execute
an agreement with the Company under which the Offeror agrees not to become a
Competitor of the Company and further agrees to be subject to the restrictions
set forth in this Agreement. If any or all of such shares are not sold pursuant
to a Bona Fide Offer within the time permitted above, the unsold shares shall
remain subject to the terms of this Agreement.

               (iii) The first refusal rights of the Company set forth above
shall remain in effect until the closing of an initial underwritten public
offering of the Company's Common Stock pursuant to a registration statement
filed under the Securities Act of 1933, as amended, or a successor statute, at
which time the first refusal rights set forth herein will automatically expire.

          (b) Option to Purchase Upon Termination of Business Relationship.

               (i) Option. If the Optionee ceases to have a Business
Relationship (as defined in Section 3(c)) with the Company for any reason, the
Company shall have the option, exercisable at any time within thirty (30) days
after the later of the date on which the Optionee's Business Relationship with
the Company terminates or the expiration of the applicable exercise period set
forth in Section 3(d) or (e) above, to purchase all or any part of the
Optionee's shares purchased under this option. The Company may assign this right
to purchase in its sole discretion. The Company or its assignee(s) shall
exercise the foregoing option by sending written notice to the Optionee within
the thirty (30) day period.

               (ii) Purchase Price. The purchase price of any shares to be sold
to the Company and/or its assigns under this paragraph (b) shall be the fair
market value thereof as determined by the Board of Directors as of the date on
which the Optionee's Business Relationship with the Company terminated. Such
purchase price shall be payable in eight (8) equal quarterly payments with
interest at the applicable Federal rate, as defined in Section 1274(d) of the
Code, with the first payment to be made at the closing of a purchase and sale of
shares pursuant to Subparagraph (iii) below, and each subsequent payment to be
made at three (3)-month intervals.

               (iii) Settlement. The closing of a purchase and sale of shares
under this Paragraph (b) shall take place at the principal office of the Company
at such time and date as shall be mutually agreed between the Company and the
Optionee; provided, that if the parties cannot reach such agreement, settlement
shall be ninety (90) days after the date of termination of the Optionee's
Business Relationship with the Company (or if such day is a holiday, the first
business day thereafter). At the closing, the Optionee shall deliver to the
Company (i) the certificate or certificates representing the shares held by such
Optionee, duly endorsed for transfer, or (ii) if such certificate or
certificates are already in the Company's possession, such duly endorsed stock
powers as the Company may request to permit it to record the repurchase by the
Company on the records of the Company.


                                       7



               (iv) Expiration. The provisions of this Paragraph (b) shall
remain in effect until the closing of an initial underwritten public offering of
the Company's Common Stock pursuant to a registration statement filed under the
Securities Act of 1933, as amended, or a successor statute, at which time said
provisions will automatically expire.

     14. Miscellaneous.

          (a) Except as otherwise expressly provided herein, this Agreement may
not be amended or otherwise modified unless evidenced in writing and signed by
the Company and the Optionee.

          (b) All notices under this Agreement shall be delivered by hand, sent
by commercial overnight courier service or sent by registered or certified mail,
return receipt requested, and first-class postage prepaid, to the parties at
their respective addresses set forth beneath their names below or at such other
address as may be designated in a notice by either party to the other.
Notwithstanding the foregoing, any notice sent to such an address in a country
other than that from which the notice is sent may be sent by telefax, telegram
or commercial air courier.

          (c) Any reference in this Agreement to a Section of the Code shall
refer to that Section as it reads as of the date of this Agreement and as it may
be amended from time to time, and to any successor provision.

          (d) Each provision of this Agreement shall be considered separable.
The invalidity or unenforceability of any provision shall not affect the other
provisions, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.

          (e) Sections 12, 13 and 14 hereof shall survive any termination of
this Agreement.

          (f) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.

          (g) The failure of the Company or the Optionee to insist upon strict
performance of any provision hereunder, irrespective of the length of time for
which such failure continues, shall not be deemed a waiver of such party's right
to demand strict performance at any time in the future. No consent or waiver,
express or implied, to or of any breach or default in the performance of any
obligation or provision hereunder shall constitute a consent or waiver to or of
any other breach or default in the performance of the same or any other
obligation hereunder.


                                       8


Date of Grant: _________


                                        CONSTANT CONTACT, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title: CEO
                                        Address:
                                        1601 Trapelo Road, Suite 329
                                        Waltham, MA 02451


                                       9



                              Optionee's Acceptance

     The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions of this Agreement. The undersigned hereby acknowledges receipt of
a copy of the Company's 1999 Stock Option/Stock Issuance Plan.

                                        [Name of Optionee]


                                        ----------------------------------------
                                        Signature

                                        Address:
                                                 -------------------------------

                                                 -------------------------------


                                       10

EX-10.4

                                                                    EXHIBIT 10.4

                       RESTRICTED STOCK PURCHASE AGREEMENT

     This Agreement (the "Agreement") is made as of this 12th day of December,
2005, by and between Roving Software Incorporated, a Delaware corporation with
principal offices at 1601 Trapelo Road, Waltham, Massachusetts 02451 (the
"Company"), and Steven R. Wasserman, an individual residing at 16 Liberty Road,
Medway, MA 02053 ("Participant").

     Pursuant to the 1999 Stock Option/Stock Issuance Plan of the Company, (the
"Plan"), the Company desires to grant to Participant the right to purchase (the
"Purchase Right") a maximum of 147,700 shares of its common stock, par value
$.01 per share (the "Common Stock") under the Plan, at the price of $0.08 per
share (the "Original Purchase Price Per Share"), and Participant is interested
in exercising the Purchase Right for all of such 147,700 shares (the "Purchased
Shares") of Common Stock for the aggregate purchase price of $11,816.00.

     In consideration of the benefits which the parties to this Agreement
anticipate from the implementation of this Agreement and the mutual promises set
forth below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
therefore agree as follows:

     1. Grant Under 1999 Stock Option/Stock Issuance Plan. The parties to this
Agreement acknowledge and agree that the Purchase Right is granted pursuant to
and is governed by the Plan and, unless the context otherwise requires, terms
used herein shall have the same meaning as in the Plan. Determinations made in
connection with this Purchase Right pursuant to the Plan shall be governed by
the Plan as it exists on this date. The Participant acknowledges receipt of a
copy of the Plan,.

     2. Purchase of Shares. For the aggregate sum of Eleven Thousand Eight
Hundred Sixteen Dollars and no cents ($11,816.00) (the "Purchase Price"), the
Company hereby agrees to sell and issue to Participant, and Participant hereby
agrees to purchase from the Company 147,700 shares of Common Stock. Upon
execution of this Agreement and receipt of the Purchase Price, the Company will
deliver to Participant a certificate registered in the name of Participant
representing the Purchased Shares.

     3. Representation and Warranties of Participant. To induce the Company to
issue the Purchased Shares, Participant hereby represents, warrants and agrees
as follows:

          (a) Any shares purchased upon exercise of this Agreement shall be
acquired for Participant's account for investment only and not with a view to,
or for sale in connection with, any distribution of the shares in violation of
the Securities Act of 1933 (the "Securities Act") or any rule or regulation
under the Securities Act.

          (b) Participant has had such opportunity as Participant has deemed
adequate to obtain from representatives of the Company such information as is
necessary to permit Participant to evaluate the merits and risks of
Participant's investment in the Company.

          (c) Participant is able to bear the economic risk of holding shares
acquired pursuant to this Agreement for an indefinite period.



          (d) Participant understands that (A) the shares acquired pursuant to
this Agreement will not be registered under the Securities Act and are
"restricted securities" within the meaning of Rule 144 under the Securities Act;
(B) such shares cannot be sold, transferred or otherwise disposed of unless they
are subsequently registered under the Securities Act or an exemption from
registration is then available; (C) in any event, an exemption from registration
under Rule 144 or otherwise under the Securities Act may not be available for at
least one year and even then will not be available unless a public market then
exists for the Common Stock, adequate information concerning the Company is then
available to the public and other terms and conditions of Rule 144 are complied
with; and (D) there is now no registration statement on file with the Securities
and Exchange Commission with respect to any stock of the Company and the Company
has no obligation or current intention to register any shares acquired pursuant
to the exercise of this option under the Securities Act.

          (e) Participant agrees that, if the Company offers for the first time
any of its Common Stock for sale pursuant to a registration statement under the
Securities Act, Participant will not, without the prior written consent of the
Company, publicly offer, sell, contract to sell or otherwise dispose of,
directly or indirectly, any shares purchased upon exercise of this option for a
period of ninety (90) days, or such longer period as the Company may reasonably
require, after the effective date of such registration statement.

          (f) Participant's principal residence is at the address set forth
below on the signature page. Participant shall promptly notify the Company of
any change in Participant's principal address.

By making payment of the Purchase Price, in whole or in part, Participant shall
be deemed to have reaffirmed, as of the date of such payment, the
representations made in this Section 3.

     4. Restriction on Shares. Participant hereby agrees and acknowledges that
the Purchased Shares may not be assigned, transferred, pledged, hypothecated, or
otherwise disposed of or encumbered until such Purchased Shares have become
Vested Shares (as defined below).

     The term "Vested Shares" shall mean the Purchased Shares which Participant
has earned by performance of services to the Company over the course of time and
which are not subject to the Company's right to repurchase as described below.
Shares shall become Vested Shares hereunder if the Participant continues to be
employed by the Company or to serve as a director or consultant, as the case may
be, as follows:




                                        Percentage of Purchased
                 Vesting Date      Shares that become Vested Shares
                 ------------      --------------------------------

                December 11, 2006                25.00%
                 March 11, 2007                   6.25%
                  June 11 2007                    6.25%
               September 11, 2007                 6.25%
                December 11, 2007                 6.25%
                 March 11, 2008                   6.25%
                  June 11, 2008                   6.25%
               September 11, 2008                 6.25%
                December 11, 2008                 6.25%
                 March 11, 2009                   6.25%
                  June 11, 2009                   6.25%
               September 11, 2009                 6.25%
                December 11, 2009                 6.25%

     The term "Unvested Shares" shall mean all Purchased Shares other than
Vested Shares.

     5. Company Repurchase Right Upon Death, Disability or Termination of
Business Relationship. If Participant ceases to be an employee, officer or
director of, or consultant or advisor to the Company (any of such relationships
a "Business Relationship") for any reason, or upon Participant's death or
disability (within the meaning of Section 22(e)(3) of the Internal Revenue
Code), the Company shall have the assignable right, in the sole discretion of
the Board of Directors or any duly authorized Committee thereof, to repurchase,
within 90 days of such termination of the Business Relationship, death or
disability, any Unvested Shares (the "Repurchase Option"). The purchase price
for such Unvested Shares shall be the price paid by Participant for such
Purchased Shares.

     6. Legending of Purchased Shares. All certificates representing the
Purchased Shares shall have endorsed thereon legends substantially as follows:

"The securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities law
and may not be sold, pledged, hypothecated or transferred in the absence of an
effective registration statement covering these securities under the Act and any
applicable state securities laws or an opinion of counsel in form and substance
satisfactory to the Company that registration is not required under the Act or
under applicable state securities laws."

"The shares represented by this certificate are subject to a Restricted Stock
Purchase Agreement dated December 12, 2005 with this Company, a copy of which
Agreement is available for inspection at the offices of the Company or may be
made available upon request."

"The Company is authorized to issue more than one class or series of stock. Upon
written request to the Secretary of the Company, the Company will furnish
without charge to the holder of this certificate, a statement of the powers,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof that the Company is authorized to issue
and the qualifications, limitations or restrictions of such preferences and/or
rights."

"The securities represented hereby are subject to the provisions of an Amended
and Restated Investors' Rights agreement dated as of August 9, 2001 and an
Amended and Restated Stock Restriction Agreement dated as of August 9, 2001,
including therein certain restrictions on transfer. Complete and correct copies
of these agreements are available for inspection at the principal office of the
Company and will be furnished upon written request and without charge."

     7. Procedures for Exercising Rights to Repurchase. If the Company shall be
entitled to and shall elect to exercise the Repurchase Option, it shall give
Participant (or her heirs or Representative) a written notice specifying the
number of Unvested Shares which the Company



elects to purchase and specifying a date for closing hereunder, which date shall
be not more than thirty (30) calendar days after the giving of such notice. The
closing shall take place at the Company's principal offices or such other
location in the greater Boston, Massachusetts area as the Company may reasonably
designate in such notice. At the closing, Participant shall deliver the Unvested
Shares being purchased against the simultaneous delivery of the purchase price
by the Company.

     In the event that Participant fails to deliver the Unvested Shares as
required by this Agreement, the Company may elect (a) to establish a segregated
account to receive the payments, such account to be turned over to Participant
upon delivery of the certificates representing such Unvested Shares, and (b)
immediately to take such action as is appropriate to transfer record title of
such Unvested Shares from Participant to the Company and to treat Participant
and such Unvested Shares in all respects as if delivery of the certificates
representing such shares had been made as required by this Agreement.
Participant hereby irrevocably grants the Company a power of attorney for the
purpose of effectuating the foregoing.

     8. Transfer and Other Restrictions; Company's Purchase Rights. Except as
set forth in this Section 8, no disposition (whether by sale, exchange, gift,
transfer or otherwise) may be made of any Purchased Shares, other than by will
or the laws of decent and distribution.

          (a) First Refusal Rights.

               (i) If Participant or Participant's successor in interest desires
to sell all or any part of the Vested Shares (including any securities received
in respect thereof pursuant to recapitalizations and the like), and an offerer
(the "Offeror") has made an offer therefor, which offer Participant desires to
accept, Participant shall: (y) obtain in writing an irrevocable and
unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof
from the Offeror; and (z) give written notice (the "Option Notice") to the
President of the Company setting forth Participant's desire to sell such shares,
which Option Notice shall be accompanied by a photocopy of the original executed
Bona Fide Offer and shall set forth at least the name and address of the Offeror
and the price and terms of the Bona Fide Offer. Upon receipt of the Option
Notice, the Company shall have an option to purchase any or all of the shares
specified in the Option Notice, such option to be exercisable by giving, within
thirty (30) days after receipt of the Option Notice, a written counter-notice to
Participant. If the Company elects to purchase, Participant shall be obligated
to sell to the Company such shares at the price and terms indicated in the Bona
Fide Offer within sixty (60) days from the date of receipt by the Company of the
Option Notice. The Company's purchase rights under this Section 8 are assignable
by the Company.

               (ii) Participant may sell, pursuant to the terms of the Bona Fide
Offer, any or all of such Vested Shares not purchased by the Company or which
the Company does not elect to purchase in the manner set forth hereinabove after
the expiration of the 30-day period during which the Company may give the
aforesaid counter-notice; provided, however, that Participant may not sell such
shares to the Offeror if the Offeror is (A) a competitor of the Company, or (B)
a person that controls, is controlled by or under common control with a
competitor of the Company, or (C) a member of management of a competitor of the
Company (any person described in clauses (A) through (C) being hereinafter
referred to as a "Competitor")



or (D) a person or entity to which the Board of Directors determines in its sole
discretion, that a transfer of shares of the Company would be against the
Company's best interest, and the Company gives to Participant, within thirty
(30) days of its receipt of the Option Notice, written notice stating that
Participant shall not sell the shares to the Offeror; and provided, further,
that prior to the sale of any such shares to the Offeror, the Offeror shall
execute an agreement with the Company under which the Offeror agrees not to
become a Competitor of the Company and further agrees to be subject to the
restrictions set forth in this Agreement. If any or all of such shares are not
sold pursuant to a Bona Fide Offer within the time permitted above, the unsold
shares shall remain subject to the terms of this Agreement.

               (iii) The first refusal rights of the Company set forth above
shall remain in effect until the closing of an initial underwritten public
offering of the Company's Common Stock pursuant to a registration statement
filed under the Securities Act of 1933, as amended, or a successor statute, at
which time the first refusal rights set forth herein will automatically expire.

     9. Adjustment Provisions.

          (a) Acceleration of Vesting of Unvested Shares for Certain Business
Combinations. Immediately prior to the effective date of any Change in Control
(as defined below) of the Company (the "Change in Control Effective Date"),
fifty percent (50%) of all of the Participant's Unvested Shares as of such date
shall be deemed to be Vested Shares for purposes of this Agreement. For purposes
of this Agreement, "Change in Control" means the consummation of (i) the sale,
transfer or other disposition of all or substantially all of the assets of the
Company to a Third Party Entity (as defined below), (ii) a merger or
consolidation of the Company with a Third Party Entity, or (iii) a transfer of
more than fifty percent (50%) of the outstanding voting equity of the Company to
a Third Party Entity, provided no financing transaction involving issuance of
additional securities of the Company to a Third Party Entity shall constitute a
Change in Control. A "Third Party Entity" means any entity other than the
Company except (i) an entity which, prior to the transaction in question,
directly or indirectly controls, is controlled by, or is under common control
with the Company or (ii) an entity of which a majority of the voting equity
following the transaction in question is owned directly or indirectly by the
shareholders of a majority of the voting equity of the Company prior to the
transaction.

          If the Participant's employment with such a Third Party Entity is
terminated by the Third Party Entity at any time prior to the one (1) year
anniversary of such Change of Control Effective Date, all of the Participant's
remaining Unvested Shares shall be deemed to be Vested Shares for purposes of
this Agreement.

          If the Participant's employment with such a Third Party Entity is
terminated by the Participant due to a significant change in responsibilities or
location that is unacceptable to the Participant at any time prior to the one
(1) year anniversary of such Change of Control Effective Date, all of the
Participant's remaining Unvested Shares shall be deemed to be Vested Shares for
purposes of this Agreement.

          (b) Board Authority to Make Adjustments. Any adjustments under this
Section 9 will be made by the Board of Directors of the Company, whose
determination as to



what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued with respect to the
Purchased Shares on account of any such adjustments.

     10. Other Agreements.

     10.01 Further Assurances. Participant agrees to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.

     10.02 No Obligation as to Employment. The Company is not by reason of this
Agreement obligated to employ or to continue to employ or otherwise retain the
services of Participant in any capacity.

     10.03 Notices. All notices under this Agreement shall be delivered by hand,
sent by commercial overnight courier service or sent by registered or certified
mail, return receipt requested, and first-class postage prepaid, to the parties
at their respective addresses set forth beneath their names below or at such
other address as may be designated in a notice by either party to the other.
Notwithstanding the foregoing, any notice sent to such an address in a country
other than that from which the notice is sent may be sent by telefax, telegram
or commercial air courier.

     10.04 Entire Agreement. This Agreement embodies the entire agreement and
understanding between Participant and the Company with respect to the subject
matter hereof and supersedes all prior oral or written agreements and
understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.

     10.05 Modifications and Amendments. The terms and provisions of this
Agreement may be modified or amended only by written agreement executed by all
parties hereto.

     10.06 Waivers and Consents. The terms and provisions of this Agreement may
be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.

     10.07 Assignment. The rights and obligations under this Agreement may not
be assigned by either party hereto without the prior written consent of the
other party other than as provided in Section 8(a), provided, however, that the
Company may assign its rights to purchase any or all of the Unvested Shares
pursuant to the Repurchase Option to any person designated by the Board of
Directors of the Company.

     10.08 Invalid or Unenforceable Provisions. Each provision of this Agreement
shall be considered separable. The invalidity or unenforceability of any
provision of this Agreement



shall not affect the other provisions, and this Agreement shall be construed in
all respects as if such invalid or unenforceable provision were omitted.

     10.09 Benefit and Burden. This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their legatees, distributees,
estates, executors, administrators, personal representatives, successors and
assigns, and other legal representatives.

     10.10 Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the law
of the Commonwealth of Massachusetts, without giving effect to the conflict of
law principles thereof.

     10.11 Headings and Captions. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall
in no way modify, or affect the meaning or construction of any of the terms or
provisions hereof.

     10.12 Survival of Representations and Warranties. All representations and
warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall
survive the execution and delivery hereof and any investigations made by or on
behalf of the parties.

     10.13 Counterparts. This Agreement may be executed in two or more
counterparts, each one of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as an instrument under seal as of the date first written above.

                                        ROVING SOFTWARE INCORPORATED:


                                        By: /s/ Gail Goodman
                                            ------------------------------------
                                        Name: Gail Goodman
                                        Title: Chief Executive Officer


                                        PARTICIPANT:


                                        /s/ Steven R. Wasserman
                                        ----------------------------------------
                                        Steven R. Wasserman
                                        16 Liberty Road
                                        Medway, Massachusetts 02053

EX-10.9

                                                                    EXHIBIT 10.9

[Roving Software letterhead]

                                 April 14, 1999

Gail F. Goodman
30 Burlington Road
Bedford, MA 01730

Dear Gail,

It is my pleasure to present you with this offer for employment with Roving
Software Inc. (the "Company"). We are excited about what the future holds for
the integration of direct marketing and Web commerce, and the opportunities
available to Roving to be a leader in that area. I am glad you are interested in
joining us, and all of us at Roving believe your talents will be quite valuable
to Roving in the pursuit of our goals.

Position           You will be hired as Chief Executive Officer and will be
                   elected to the Board of Directors of Roving Software Inc.
                   Your start date will be April 5, 1999.

Compensation       Your salary will be $4583.34 per pay period. Salary is paid
                   twice a month.

                   You will be eligible to receive an annual bonus of $30,000
                   based on your achievement of mutually agreed upon objectives.

                   You will be eligible to purchase 550,000 shares of Roving
                   Software restricted common stock at $0.27 a share. The
                   Company will have the right to repurchase these shares over a
                   four year period based on the attached schedule. (Attachment
                   A)

                   If the company is sold prior to your being employed for
                   forty-eight (48) months, there will be an eighteen (18) month
                   acceleration of the repurchase plan.

                   If the Company, except for cause, terminates your employment,
                   you will receive six (6) months base salary and health
                   insurance benefits.

Benefits           At such time as the Company commences employee benefits, you
                   will be covered by the Company's health insurance plan and
                   you will receive such other employee benefits as the Company
                   generally provides its employees. (The Company will reimburse
                   you for your monthly COBRA payments until the Company offers
                   an employee health insurance plan.)

                   You will receive three (3) weeks of vacation per year.

                   The Company reserves the right to change or discontinue any
                   of its current benefits and policies in the future.

Other Agreements   It is necessary for you to sign the Company's Nondisclosure,
                   Noncompetition and Developments Agreement, a copy of which is
                   enclosed with this letter. It is the Company's understanding
                   that you have made no agreements with any other party that
                   would restrict you from being employed by the Company.

I look forward to working with you. If you have any questions, please call me at
(617) 912-9454.

Sincerely,


/s/ Randy Parker
- -------------------------------------
Randy Parker                            ACCEPTED: /s/ Gail Goodman
President and CTO                                 ------------------------------
                                        DATE:     4/5/99
                                                  ------------------------------

Encl: NDNC agreement (4 pages)
      Attachment A

EX-10.10

                                                                   EXHIBIT 10.10

[Constant Contact letterhead]

                                       December 1, 2005

Steven R. Wasserman
16 Liberty Road
Medway, MA 02053

Dear Steven:

It is my pleasure to present you with an offer to join Constant Contact. As the
industry leader in permission-based email marketing for small and medium
businesses, the prospects for future growth and overall success depend largely
on the talent and skills of the individuals we bring into the organization. We
look forward to your joining Constant Contact and the beginning of a mutually
rewarding relationship!

The following sets forth the terms and conditions of our offer of employment to
you:

     -    You will be hired as our Vice President and Chief Financial Officer,
          reporting to me, Gail Goodman, Chief Executive Officer.

     -    Your starting base pay shall be at a semi-monthly rate of $6,875.00
          (annualized this equates to $165,000). You will be paid in accordance
          with the Company's normal payroll practices as established or modified
          from time to time

     -    You will have an additional incentive compensation plan with an
          annualized target of $40,000.00. The incentive compensation targets
          will be set by the Board of Directors.

     -    Associated with the position will be participation in the Company's
          Stock Option Plan, through an option granted you to acquire (or, at
          your election, you will be granted restricted shares of company common
          stock) aggregating 147,700 shares of company common stock,
          representing approximately 1% of Constant Contact's common shares on a
          fully-diluted basis (including unissued stock options). For these
          shares; (A) the grant will be made on December 8,2005 on terms set
          forth below or as otherwise govern equity grants / awards to members
          of the company's executive team; (B) the grant shall vest twenty-five
          percent (25%) after one full year of service and six and a quarter
          percent (6.25%) per quarter thereafter; (C) not withstanding (B), if
          there is a change of control respecting the company, 50% of all
          unvested option (or restricted) shares shall immediately vest, and all
          remaining unvested option (or restricted) shares shall immediately
          vest if you are thereafter terminated within the first year after a
          change of control; (D) the option exercise (or restricted share
          purchase) price shall be $0.08 per share of company common stock.


     -    You will be entitled to participate in all company compensatory plans
          and arrangements in which other members of the company's executive
          team are eligible to participate on the same basis as such other
          executive team members.

     -    We confirm that you and your dependents will be immediately eligible
          to participate in, and to be covered under, the company's medical PPO
          benefit plan, without delay or regard to any re-existing condition.

     -    If your employment with Constant Contact is terminated, without cause
          or if there is a significant change in responsibilities or location
          that is unacceptable to you, you will be offered a severance package
          equal to six months salary and to medical coverage for your and your
          dependents for six months after the date of your termination.

     -    Your employment with Constant Contact will begin on DECEMBER 12, 2005
          or as mutually agreed. You will be expected to devote all of your
          working time to the performance of your duties at Constant Contact
          throughout your employment with the Company. No provision of this
          letter shall be construed to create an express or implied employment
          contract, or a promise of employment for any specific period of time.
          Your employment with Constant Contact is "at-will" and may be
          terminated by you or Constant Contact at any time for any reason.

     -    This offer is in effect until December 7, 2005.

Administaff sponsors and administers our employee benefit plans. The Company
reserves the right to change or discontinue any of its health and welfare
benefits and/or policies and procedures, as it deems appropriate

It is the Company's understanding that you have made no agreements with any
other party that would restrict you from being employed by the Company in this
role. It is necessary for you to sign the Company's Nondisclosure,
Noncompetition and Developments Agreement, a copy of which is enclosed with this
letter.

Your employment with Constant Contact is conditioned on your eligibility to work
in the United States. On your first day of employment you must complete an 1-9
Form and provide Constant Contact with any of the accepted forms of
identification specified on the 1-9 Form.

Sincerely,


/s/ Gail Goodman
- -------------------------------------
Gail Goodman
Chief Executive Officer

ACCEPTED: /s/ Steven R. Wasserman           DATE: 12/7/05
              -------------------                 -------

EX-10.11

                                                                   EXHIBIT 10.11

[Constant Contact letterhead]

                                                                December 6, 2006

Richard Turcott
5 Walter Circle
Westford, MA 01886

     Re:  Separation of Employment

Dear Richard:

     Your employment with Roving Software, Inc. ("Constant Contact" or "the
Company") and Administaff is being terminated. The purpose of this letter is to
establish an amicable arrangement for ending your employment in a manner that
will permit you to obtain certain payments and other benefits in return for,
among other things, your release of any claims against the Company.

     Your final day of employment will be January 1, 2007 ("Separation Date").

     You will receive your final paycheck according to the regular payroll
cycle. It will be comprised of: (1) all salary due and owing to you through the
Separation Date, less applicable state and federal taxes and other deductions;
and (2) payment equal to the value of all accrued, unused vacation through the
Separation Date, less applicable state and federal taxes and other deductions.
Administaff will provide you with written documentation concerning your right to
unemployment benefits.

     Following the Separation Date, the Company will continue to maintain you as
eligible for participation its health insurance plan as required by, and insofar
as you elect coverage under, the Consolidated Omnibus Budget Reconciliation Act
of 1985 (often referred to as "COBRA"). Information concerning your insurance
continuation under COBRA will be provided to you separately. Your coverage under
all other Company-sponsored insurance plans will expire on the Separation Date,
unless otherwise specified by applicable plan documents.

     If you are enrolled in the Company's group health and dental plans on the
Separation Date and elect, no later than the effective date of this Agreement,
to continue your coverage and that of your eligible dependents in those plans
under the federal law known as "COBRA," the Company will pay the premium cost of
that coverage through June 30, 2007 or, if less, until the date you become
eligible for coverage under the health and/or dental plan of another employer.
You agree to notify Constant Contact immediately if you become eligible for
health and/or dental coverage from another employer during the ninety days
following the Separation Date and to repay any excess contributions made by the
Company. After the Company's contributions end, you may continue coverage for
the remainder of the COBRA period, if any, by paying the full premium cost plus
a small administrative fee.

     Additionally, if you are interested in converting your group life insurance
into an individual policy, please contact human resources.




     Except for funds that may have vested in the Company-sponsored benefit
plans or expressly referenced in this letter, you will not be entitled to any
other compensation or benefits. To the extent you have any stock options, you
are advised to refer to the applicable stock option agreements and plan for
guidance as to your rights and obligations.

     You must immediately turn over all confidential information and property
belonging to the Company, including, without limitation, all records, files,
memoranda, notes, designs, data, reports, price lists, customer lists, drawings,
plans, computer programs, software, software documentation, hardware, sketches,
laboratory and research notebooks and other documents, as well as all copies or
reproductions of such material relating to the business of the Company. You are
also advised that you will be expected to abide by your obligations under your
Nondisclosure, Non-competition and Developments Agreement, a copy of which is
attached.

     The Company offers you the opportunity to obtain severance pay equivalent
to six months of base salary, less appropriate federal and state taxes and other
deductions ("Severance Benefits"). YOU WILL BE ENTITLED TO THE SEVERANCE
BENEFITS ONLY IF YOU AGREE TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS,
TIMELY EXECUTE THIS AGREEMENT AND DO NOT REVOKE IT DURING THE SEVEN-DAY
REVOCATION PERIOD (EXPLAINED IN MORE DETAIL BELOW). The Company will pay the
Severance Benefits in a lump sum of $82,500.00 within a reasonable period of
time after this agreement becomes enforceable and non-revocable.

     Additionally you will be eligible for a 2006 fourth quarter bonus based on
your fourth quarter targeted AMRG incentive, subject to the terms of the
existing plan. This payment will be made to you in accordance to the regular
payroll cycle for performance bonuses in 2007. You are also eligible to receive
up to 3 months of outplacement services through ClearRock.

     In exchange for the Severance Benefits, you agree and/or acknowledge the
following:

     (1) You agree to abide by the terms and conditions of your Nondisclosure,
Non-competition and Developments Agreement, which you acknowledge remains in
full force and effect.

     (2) You acknowledge receipt of the Final Pay and agree that it represents
all salary, wages, accrued vacation, and compensation due and owing to you.

     (3) You understand that the Severance Benefits constitute special
consideration in exchange for the promises you make herein, and that the Company
is not otherwise obligated to provide you with such Severance Benefits. In
consideration of the Company's commitments to you under this agreement, you
hereby fully, forever, irrevocably and unconditionally release, remise and
discharge the Company, its parent, subsidiaries and affiliates, as well as its
and their respective past and present officers, directors, shareholders,
employees, agents, representatives, employee benefits plans and plan
administrators and fiduciaries (each in their individual and corporate
capacities) (collectively, the "Releasees") from any and all debts, demands,
actions, contracts, agreements, claims, and demands (including attorney's fees
and costs) that you have or may have against any of the Releasees under any
federal, state, or local law, as such claims exist or may exist through the date
you execute this letter, including, without limitation, any and all claims
concerning your employment with and separation from the Company. These released



claims further include, but are not limited to, any you may arguably have or
have had under the Age Discrimination in Employment Act, Americans with
Disabilities Act, Title VII of the Civil Rights Act of 1964, Executive Order
11246, Executive Order 11141, the Employee Retirement Income Security Act of
1974 ("ERISA"), 29 U.S.C. Section 1001 et seq., the Fair Credit Reporting Act,
15 U.S.C. Section 1681 et seq., the Worker Adjustment and Retraining
Notification Act ("WARN"), 29 U.S.C. Section 2101 et seq., Section 806 of the
Corporate and Criminal Fraud Accountability Act of 2002,18 U.S.C. 1514(A),
Massachusetts General Laws Chapter 151B, the Massachusetts Civil Rights Act,
M.G.L. c.12, Sections 11H and 11I, the Massachusetts Equal Rights Act. M.G.L.
c.93, Section 102 and M.G.L. c.214, Section 1C, the Massachusetts Labor and
Industries Act, M.G.L. c.149, Section 1 et seq., the Massachusetts Privacy Act,
M.G.L. c.214, Section 1B and the Massachusetts Maternity Leave Act, M.G.L.
c.149, Section 105(d), all as amended, all common law claims, including, but not
limited to, actions in defamation, intentional and negligent infliction of
emotional distress, misrepresentation, fraud, wrongful discharge and breach of
contract, and all other claims arising under any federal, state, or local law
(including a claim for retaliation) not expressly referenced above; provided,
however, that nothing in this letter agreement prevents you from filing a charge
with, cooperating with, or participating in any proceeding before the Equal
Employment Opportunity Commission or a state fair employment practices agency
(except that you acknowledge that you may not be able to recover any monetary
benefits in connection with any such claim, charge or proceeding).

     (4) To the extent permitted by law, you agree that you will not disclose
the terms of this agreement to anyone outside your immediate family, your
attorney and your financial advisors, and you will ensure that they keep this
information confidential, except where disclosure is required by law or is
agreed to in writing by the Company.

     (5) To the extent permitted by law, you agree that you will not disparage
or defame the Company or any of the Releasees to any third party, including,
without limitation, any media outlet.

     (6) You represent that the terms of this agreement set forth our entire
understanding regarding this subject; and you represent that you have not
assigned, transferred or conveyed, at any time, to any person or entity, any
alleged right, claim, or cause of action generally or specifically referred to
herein, and will not do so in the future. This agreement shall be binding upon
and shall inure to the benefit of you, the Company, and the Releasees, as well
as your and their heirs, administrators, executors, representatives,
predecessors, successors and assigns.

     (7) You acknowledge that nothing in this letter constitutes an admission by
the Company of any liability or wrongdoing with respect to any of the
commitments or payments made hereunder, or in any other regard.

     (8) You represent that you have entered into this agreement voluntarily and
based upon your own judgment that you are fully aware of the contents and legal
effect of this letter, including the fact that you are releasing all claims you
may have against the Company and the Releasees for, among other things, age
discrimination. You acknowledge that you have been given the opportunity to
consider this agreement for 21 days before executing it and that, by this
letter; we have advised you to consult with an attorney about its terms. In the
event that you have executed this agreement within less than the 21 days of the
date of its delivery to you, you



acknowledge that your decision to do so was entirely voluntary and that you had
the opportunity to consider this agreement for the entire 21-day period. The
Company acknowledges that for a period of seven days from the date of the
execution of this agreement, you may revoke this agreement by written notice to
the Company. If you revoke your acceptance, you will not be entitled to any
Severance Benefits. This agreement will become binding and enforceable after the
expiration of the seven-day revocation period provided that you have not revoked
your acceptance of it.

     (9) You understand and agree that no delay or omission by the Company in
exercising any right under this letter agreement shall operate as a waiver of
that or any other right. A waiver or consent given by the Company on any one
occasion shall be effective only in that instance and shall not be construed as
a bar to or waiver of any right on any other occasion.

     (10) You agree that should any provision of this letter agreement be
declared or be determined by any court of competent jurisdiction to be illegal
or invalid, the validity of the remaining parts, terms or provisions shall not
be affected thereby and said illegal or invalid part, term or provision shall be
deemed not to be a part of this letter agreement.

     (11) You agree that Massachusetts law shall govern this agreement and that
the terms of this agreement shall be construed as a whole and not for or against
either party. You further agree that, should any court action be brought by
either you or the Company or any Releasees concerning this agreement, you will
submit yourself to the personal jurisdiction of the courts sitting within the
Commonwealth of Massachusetts.

     (12) You may retain the laptop computer and use of the Company email
address for up to six months following the Separation Date. You agree to return
the computer at the end of the six month period or sooner, or at such later date
to which the Company agrees.

     This agreement supersedes all prior discussions, understandings, and
agreements concerning the subject matters discussed herein. This agreement may
be amended or modified only by a written document signed by you and the Company.

     To confirm that you understand and agree to these terms, please sign both
originals in the space provided below and return one to us for our files by no
later than December 27, 2006.



     THIS OFFER EXPIRES IF YOU HAVE NOT EXECUTED IT WITHIN 21 DAYS OF RECEIVING
IT. NOTWITHSTANDING THE FOREGOING, YOU WILL STILL BE ENTITLED TO REVOKE YOUR
ACCEPTANCE WITHIN SEVEN (7) DAYS AFTER YOUR EXECUTION OF THIS AGREEMENT.

                                        Sincerely,

                                        Roving Software, Inc.


                                        By: /s/ Gail F. Goodman
                                            ------------------------------------


Agreed to and accepted this 22nd day of 2006.


/s/ Richard Turcott
- -------------------------------------
Richard Turcott

EX-10.12

                                                                   EXHIBIT 10.12

CONSTANT CONTACT

                         2007 EXECUTIVE TEAM BONUS PLAN

Under Constant Contact's Executive Team Bonus Plan, executives can receive a
portion of their compensation based on the attainment of financial targets and /
or personal MBOs. In 2007, the financial targets used for incentive purposes
will be "Average Monthly Revenue Growth" (AMRG) and EBITDA. The AMRG and EBITDA
targets will be established by the Compensation Committee of the Board of
Directors and the individuals' specific MBOs will be agreed to by the CEO.

The objectives of the Bonus Plan are:

     -    To link our reward system for the executive team to the success of the
          company in achieving its financial and business objectives;

     -    To provide competitive pay in the marketplace as a part of attracting,
          motivating and retaining the most qualified and talented individuals.

Payouts under the plan, which occur quarterly, must be approved by the
Compensation Committee of the Board of Directors.

This plan can be changed by management at their discretion at any time during
the year.

ELIGIBILITY

     All executives are eligible to participate in the Executive Team Bonus
     Plan.

NEW PARTICIPANTS

New hires or newly promoted employees who become members of the Executive Team
will be eligible to receive a pro-rated payment for their first full quarter
with the company.

BONUS CALCULATION

The amount each participant can receive as a bonus is a function of two or three
variables:

     1.   Financial targets by quarter:

          a.   Average Monthly Revenue Growth (AMRG)

          b.   EBITDA

     2.   MBOs - mutually agreed upon quarterly MBOs

The Bonus Plan target percentage attainment is allocated by quarter:

               Quarter            Percentage
               -------          -------------
               First Quarter    15% of target
               Second Quarter   25% of target
               Third Quarter    25% of target
               Fourth Quarter   35% of target


The Financial Performance targets are also allocated by component:

               Quarter          Based on AMRG   Based on EBITDA
               -------          -------------   ---------------
               First Quarter          90%             10%
               Second Quarter         90%             10%
               Third Quarter          90%             10%
               Fourth Quarter         90%             10%

For example, someone who has a 70/30 split between the two metrics (70%
Financial & 30% MBOs) and a targeted annual bonus of $20,000 would have a
quarterly target incentive breakdown as follows:



                                 First        Second        Third       Fourth
                                Quarter       Quarter      Quarter      Quarter
                               ---------      --------     -------      -------
                                                            
Target Total Incentive           $3,000       $5,000        $5,000       $7,000
Target Financial Incentive       $2,100       $3,500        $3,500       $4,900
AMRG Portion                     $1,890       $3,150        $3,150       $4,410
EBITDA Portion                   $  210       $  350        $  350       $  490
Target MBO Incentive             $  900       $1,500        $1,500       $2,100


AMRG incentive payouts start at 80% of the AMRG achievement and increase
linearly up to 100%. For example, if the company achieved 86% of the AMRG
target; the payout would be 86% x $1,890, plus any EBITDA and MBO based
incentives. If the company achieved 95% of the AMRG target; the payout would be
95% x $1,890, plus any EBITDA and MBO based incentives.

Accelerators are earned when the AMRG achievement percentage is >100% up to
200%.

Accelerator Payout Table        Q1           Q2          Q3           Q4
- ------------------------   ----------   ----------   ----------   ----------
1% =1%                     100% - 115%  100% - 115%  100% - 115%  100% - 110%
1% =1.5%                   115% - 130%  115% - 130%  115% - 125%  110% - 120%
1% =2%                       130% +        130% +      125% +        120% +

If the company achieves in excess of 100% of its AMRG target, the AMRG payout
percentage is also applied to any EBITDA and / or MBO payouts. See Example 1.

Whereas, if the company generates less than 100% of its AMRG target, the AMRG
payout percentage is only applied to the AMRG target incentive. Any EBITDA and /
or MBO payouts would be paid out independent of the AMRG. See Example 2.


EXAMPLE 1

Annual Target Incentive   $   20,000
Q1 Target Incentive       $    3,000   (Annual Target Incentive x 15%)

Financial Breakdown
AMRG                      $    1,890   (Q1 Target x 70% x 90%)
EBITDA                    $      210   (Q1 Target x 70% x 10%)
MBO                       $      900   (Q1 Target x 30%)
AMRG Actual               $   89,149
AMRG Target               $   84,487
Achievement %                    106%  (AMRG Actual/AMRG Target)

EBITDA Actual              ($900,000)  Pass
EBITDA Target              ($995,000)

MBO Achievement %                 90%  (Determined by manager)
MBO Payout Incentive      $      810   (MBO Amount x MBO Achievement %)

Total Incentive Payout    $    3,085   (AMRG target + EBITDA target (if
                                       achieved) + MBO Incentive payout) x
                                       achievement percentage

EXAMPLE 2

Annual Target Incentive   $   20,000
Q1 Target Incentive       $    3,000   (Annual Target Incentive x 15%)

Financial Breakdown

AMRG                      $    1,890   (Q1 Target x 70% x 90%)
EBITDA                    $      210   (Q1 Target x 70% x 10%)
MBO                       $      900   (Q1 Target x 30%)
AMRG Actual               $   80,263
AMRG Target               $   84,487
Achievement %                     95%  (AMRG Actual/AMRG Target)

EBITDA Actual              ($900,000)  Pass
EBITDA Target              ($995,000)

MBO Achievement %                100%  (Determined by manager)
MBO Payout Incentive      $      900   (MBO Amount x MBO Achievement %)

Total Incentive Payout    $    2,906   (AMRG target x achievement percentage) +
                                       EBITDA target (if achieved) + MBO
                                       Incentive payout

For those members of the executive team who do not have MBOs, their incentive
calculation will be based 100% on the company's quarterly financial performance.

ANNUAL REVIEW AND PAYOUT PROCESS

In December of each year, the bonus parameters will be established for the
following year.

Typically, payouts are made on a quarterly basis in the last pay period of the
month following the end of the quarter (i.e. payout will be made on April 30th
for Q1 performance).


Employees who are either on salary continuation (severance or separation pay),
or who have left the Company at the time of payout are not eligible to receive a
payout.

Employees who leave the company as eligible retirees or who have died during the
calendar year will be entitled to a pro-rated bonus payout for the portion of
the year that they were active employees.

For new employees, the prorated quarterly payment will be based upon the number
of months of service. A month will be counted if they are a regular, full-time
employee of the company as of the 15th of that month.

An employee on corrective action may not be eligible to receive a payout.

An employee who is out on short-term disability during the plan year (up to 90
days); will be eligible to receive full bonus payout during that period of time.
The MBO portion of the bonus is unlikely to be met.

Participation in the Bonus Plan does not imply a contract of employment for a
specific term or any right of continued employment and can be changed by
management at their discretion at any time during the year.

EX-10.14

                                                                   EXHIBIT 10.14

                          ROVING SOFTWARE INCORPORATED

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

                                   DATED AS OF

                                 AUGUST 9, 2001



                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

1. DEFINITIONS...........................................................     1
   1.1  Capitalized Terms................................................     1
   1.2  Definitions......................................................     1

2. REGISTRATION RIGHTS...................................................     4
   2.1  Demand Registration Rights.......................................     4
   2.2  Company Registration.............................................     6
   2.3  Obligations of the Company.......................................     6
   2.4  Furnish Information..............................................     9
   2.5  Expenses of Registration.........................................     9
   2.6  Damages..........................................................    10
   2.7  Indemnification..................................................    10
   2.8  Reports Under Securities Exchange Act of 1934....................    12
   2.9  Form S-3 Registration............................................    13
   2.10 Assignment of Registration Rights................................    14
   2.11 Limitations on Subsequent Registration Rights....................    14
   2.12 "Market Stand-Off" Agreement.....................................    15
   2.13 Obligations of the Holders.......................................    15

3. COVENANTS OF THE COMPANY..............................................    15
   3.1  Pre-emptive Rights...............................................    16
   3.2  Delivery of Financial Statements.................................    17
   3.3  Budget and Operating Forecast; Inspection........................    18
   3.4  Board of Directors; Meetings; Indemnification....................    18
   3.5  Composition of Board Committees..................................    19
   3.6  Positive Covenants...............................................    19

4. Miscellaneous.........................................................    20
   4.1  Survival of Covenants............................................    20
   4.2  Legend on Securities.............................................    20
   4.3  Successors and Assigns...........................................    21
   4.4  Governing Law....................................................    21
   4.5  Counterparts.....................................................    21
   4.6  Titles and Subtitles; Gender.....................................    21
   4.7  Notices..........................................................    21
   4.8  Expenses.........................................................    22
   4.9  Amendments and Waivers...........................................    22
   4.10 Severability.....................................................    22
   4.11 Aggregation of Stock.............................................    22
   4.12 Entire Agreement; Amendment; Waiver..............................    22
   4.13 Prior Agreements.................................................    22



                                       i



                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

          THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this
"Agreement") is made as of the 9th day of August, 2001, by and among Roving
Software Incorporated, a Delaware corporation (the "Company") and the investors
named on Schedule A attached hereto, as its may be amended from time to time in
accordance with this Agreement (collectively, the "Investors," and each
individually, an "Investor").

                                    RECITALS

          WHEREAS, certain of the Investors (the "Existing Investors") hold
shares of the Company's Series A Redeemable Convertible Preferred Stock, $0.01
par value per share (the "Series A Preferred Stock"), Series B Convertible
Preferred Stock, $0.01 par value per share (the "Series B Preferred Stock"),
and/or shares of the Common Stock issued upon conversion thereof, and possess
certain rights pursuant to an Investors' Rights Agreement dated as of April 21,
2000, among the Company and the Existing Investors (the "Prior Agreement"); and

          WHEREAS, certain Investors are parties to that certain Stock Purchase
Agreement of even date herewith among the Company and certain Investors relating
to the sale and purchase of the Company's Series C Convertible Preferred Stock,
$0.01 par value per share (the "Series C Preferred Stock")(the "Purchase
Agreement"), and certain of the Company's and such Investors' obligations
thereunder are conditioned upon the execution and delivery of this Agreement by
the Existing Investors holding Sixty-Six and Two-Thirds percent (66.67%) of the
Registrable Securities, the holders of Fifty-One percent (51%) of the Series. B
Preferred Stock, the Investors under the Purchase Agreement and the Company.

          NOW THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Existing Investors and the Company hereby agree that the
Prior Agreement shall be, amended, restated and superseded and replaced in its
entirety by this Agreement, and the parties hereto further agree as follows:

     1. DEFINITIONS.

          1.1 Capitalized Terms. Capitalized tensed herein but not defined
herein shall have they meanings ascribe to such terms in the Purchase Agreement.

          1.2 Definitions. The following capitalized terms as used in this
Agreement shall have the meanings set forth below.

               (a) An "Affiliate" of any Person shall mean a Person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with the first mentioned Person. A
Person shall be deemed to control another Person if such first Person possesses
directly or indirectly the power to direct, or cause the direction of, the

management and policies of the second Person, whether through the ownership of
voting securities, by contract or otherwise.

               (b) The term "Board of Directors" shall mean the Board of
Directors of the Company.

               (c) The term "Common Stock" shall mean the Company's Common
Stock, and any other securities into which the Company's Common Stock may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.

               (d) The term "Form S-3" shall mean such form under the Securities
Act as in effect on the date hereof or any registration form under the
Securities Act subsequently adopted by the SEC in lieu of such form as currently
in effect which similarly permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.

               (e) The term "Holder" shall mean any person owning Registrable
Securities or any assignee thereof in accordance with Section 2.10 hereof.

               (f) The term "Investor" shall have the meaning set forth in the
Preamble and shall include all Permitted Transferees.

               (g) The term "Investors' Nominee" shall mean one (1) director
designated by Morgan Stanley Dean Witter Venture Partners IV, L.P., who shall
initially be Noah Walley, one (1) director designated by Commonwealth Capital
Ventures II L.P., who shall initially be Michael T. Fitzgerald and one (1)
director designated by Longworth Venture Partners, L.P., who shall initially be
James J. Savage.

               (h) The term "1934 Act" shall mean the Securities Exchange Act of
1934, as amended.

               (i) The term "Permitted Transferee" shall mean with respect to
any Investor, (i) any such Investor's Affiliates, partners, retired partners,
members, employees, general partners or managing members of such Investor; (ii)
a liquidating trust established solely for the benefit of any partners or
members of such Investor, or (iii) any investment fund or other entity
controlled or managed by an Affiliate of such Investor or any other person who
acquires at least eighty percent (80%) of the shares of Preferred Stock or
Common Stock issued upon conversion of such shares of Preferred Stock; provided
that the Company has been provided written notice of any transfer permitted
under this Section 1.2(i) and such transferee agrees in writing to be bound by
the terms of this Agreement.

               (j) The term "Person" shall mean an individual, a corporation, a
partnership, a joint venture, a trust, an unincorporated organization, a limited
liability company, and any other entity or organization, governmental or
otherwise.

                                        2


               (k) The term "Preferred Stock" shall mean the Company's Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, and any
other securities into which the Series A, B and C Preferred Stock may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.

               (l) The term "Pro Rata Share" shall mean, with respect to any
Holder, the percentage that the Shares held by such Holders then represents of
all Common Stock of the Company then outstanding, giving effect to the
conversion of all securities convertible into or exercisable for Common Stock on
an as converted and as exercised basis, and assuming the exercise of all vested
outstanding options, warrants or subscription rights for capital stock of the
Company.

               (m) The term "Qualified Public Offering" shall mean the initial
sale of securities pursuant to an effective registration statement filed by the
Company under the Securities Act (as hereinafter defined) in connection with a
firm commitment underwritten offering of its securities to the general public in
which (i) the aggregate gross proceeds (prior to the deduction of offering
expenses and underwriting discounts and commissions) are at least $30,000,000
and (ii) the price per share of Common Stock offered to the public is at least
four times the initial purchase price of the Company's Series C Preferred Stock.

               (n) The terms "register," "registered," and "registration" shall
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document.

               (o) The term "Registrable Securities" shall mean (i) the Common
Stock issuable or issued upon conversion of the Series A Preferred Stock, the
Series B Preferred Stock or the Series C Preferred Stock and held by the
Investors or their Permitted Transferees (it being understood that for purposes
of this Agreement, a Person will be deemed to be a Holder (as defined above)
whenever such Person has the right to then acquire or obtain from the Company
any Registrable Securities, whether or not such acquisition has actually been
effected) and (ii) any shares of Common Stock issued or issuable with respect to
any such shares described in clause (i) above by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization; provided, however, that
notwithstanding anything to the contrary contained herein, "Registrable
Securities" shall not at any time include any securities (I) registered and sold
pursuant to the Securities Act or (II) sold to the public pursuant to Rule 144
promulgated under the Securities Act.

               (p) The number of shares of "Registrable Securities then
outstanding" shall mean the number of shares of Common Stock outstanding and the
number of shares of Common Stock issuable pursuant to then exercisable or
convertible securities, which are, Registrable Securities.

               (q) The term "SEC" shall mean the Securities and Exchange
Commission.

                                        3


               (r) The term "Securities Act" shall mean the Securities Act of
1933, as amended.

               (s) The term "Shares" shall mean, with respect to the Investors,
Common Stock issued and held, or issuable upon conversion of Preferred Stock
then held by the Investors.

     2. REGISTRATION RIGHTS.

          2.1 Demand Registration Rights.

               (a) If the Company shall receive, at any time after December 31,
2001, and so long as the Investors beneficially own at least Twenty Percent
(20%) of the Registrable Securities beneficially owned by them as of the Second
Closing (as defined in the Purchase Agreement), or if there is no Second
Closing, as of the date hereof (as adjusted for stock dividends, combinations,
splits, recapitalizations and the like), a written request from the Investors
holding greater than Fifty Percent (50%) of the Registrable Securities then
outstanding that the Company file a registration statement under the Securities
Act covering the registration and sale of at least Twenty Percent (20%) of the
Registrable Securities then outstanding (or a lesser percentage if the
anticipated aggregate price to the public of the offering shall exceed an amount
equal to Twenty Percent (20%) of the consideration paid by the Investors with
respect to such shares of Preferred Stock), then the Company shall:

                    (i) within ten (10) days of the receipt thereof, give
     written notice of such request to all Investors; and

                    (ii) file, as soon as practicable and in any event within
     ninety (90) days of the receipt of such request, a registration statement
     with the SEC under the Securities Act covering all Registrable Securities
     which the Investors request to be registered (such request having been made
     within twenty (20) days of the mailing of such notice by the Company in
     accordance with Section 4.7) subject to the limitations of Section 2.1(b),
     and thereafter to use its best efforts to cause the registration statement
     to be declared effective as soon as practicable.

               (b) If the Investors initiating the registration request
hereunder ("Initiating Holders") intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company, as a part of their request made pursuant to Section 2.1(a)(i) and the
Company shall include such information in the written notice referred to in
Section 2.1(a). The managing underwriter will be selected by a majority in
interest of the Initiating Holders and shall be reasonably acceptable to the
Company. In such event, the right of any Investor to include its Registrable
Securities in such registration shall be conditioned upon such Investor's
participation in such underwriting and the inclusion of such Investor's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders, such Investor and the Company)
to the extent provided herein.

                                        4


               (c) The Company may not cause any other registration of
securities for sale for its own account (other than a registration effected
solely to implement an employee benefit plan or a transaction to which Rule 145
of the Securities Act is applicable) to become effective within one hundred
eighty (180) days following the effective date of a Qualified Public Offering
and ninety (90) days following the effective date of any registration required
pursuant to this Section 2.

               (d) Notwithstanding the foregoing, if the Company shall furnish
to Investors requesting a registration statement pursuant to this Section 2.1 a
certificate signed by the Chief Executive Officer of the Company stating that in
the good faith judgment of the Board of Directors it would be materially
detrimental to the Company and its stockholders for such registration statement
to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period of not more than ninety (90) days after
receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than once in any twelve (12) month
period.

               (e) Notwithstanding any other provisions of this Section 2 to the
contrary, if the Company is advised in writing in good faith by any managing
underwriter of the Company's securities being offered in an underwritten public
offering pursuant to such registration statement that the amount to be sold by
persons other than the Company (collectively, "Selling Stockholders") is greater
than the amount which can be offered without adversely affecting the offering,
the Company may reduce the amount offered for the accounts of Selling
Stockholders (including such holders of Registrable Securities) to a number
deemed satisfactory by such managing underwriter; and provided, further, that
the shares to be excluded shall be determined in the following order of
priority: (i) first, securities held by any Persons not having any such
contractual, incidental registration rights, (ii) second, securities held by any
Persons having contractual, incidental registration rights pursuant to an
agreement which is not this Agreement and (iii) third, Registrable Securities
held by the Investors (such Registrable Securities to be excluded pro rata based
on the number of Registrable Securities requested to be registered by each
Investor); provided that in no event shall the amount of Registrable Securities
of the selling Investors to be included in such offering be reduced below Twenty
Percent (20%) of the total amount of securities to be included in such offering,
except that the number of Registrable Securities to be included by them in such
offering may be reduced below twenty percent (20%) of the total amount of
securities to be included in such offering if any managing underwriter advises
as provided above and no other stockholder's securities are included.

               (f) The Company shall not be obligated to effect, or to take any
action to effect, any registration pursuant to this Section 2.1:

                    (i) After the Company has effected two registrations
     pursuant to this Section 2.1 and such registrations have been declared or
     ordered effective; provided, however, that the Company will not be deemed
     to have effected a registration for purposes of this Section 2.1(f)(i) so
     long as the Initiating Holders are unable to sell at least Thirty Percent
     (30%) of the Registrable Securities sought to be included in such
     registration statement;

                                        5


                    (ii) During the period starting with the effective date of,
     and ending on a date one hundred eighty (180) days after the effective date
     of, a registration subject to Section 2.2 hereof; or

                    (iii) If the Investors propose to dispose of shares of
     Registrable Securities that may be immediately registered on Form S-3
     pursuant to a request made pursuant to Section 2.9 below.

          2.2 Company Registration.

               (a) If the Company at any time proposes to register (including
for this purpose a registration effected by the Company for stockholders other
than the Holders) any of its stock or other securities under the Securities Act
in connection with the public offering of such securities solely for cash (other
than a Qualified Public Offering or a registration statement relating either to
the sale of securities to employees of the Company pursuant to a stock option,
stock purchase or similar plan or a SEC Rule 145 transaction), the Company
shall, at such time, promptly give each Holder at least twenty (20) days'
written notice of its intention to do so. Upon the written request of each
Holder given within fifteen (15) days after receipt of such notice by the Holder
in accordance with Section 4.7, the Company shall use its best efforts to cause
to be registered under the Securities Act all of the Registrable Securities that
each such Holder has requested to be registered.

               (b) In connection with any offering involving an underwriting of
shares of the Company's capital stock, the Company shall not be required under
this Section 2.2 to include any of the Holders' securities in such underwriting
unless such Holders accept the terms of the underwriting as agreed upon between
the Company and the underwriters selected by the Company (or by other persons
entitled to select the underwriters). If the Company is advised in writing in
good faith by any managing underwriter of the Company's securities being offered
in an underwritten public offering pursuant to such registration statement that
the amount to be sold by Selling Stockholders is greater than the amount which
can be offered without adversely affecting the offering, the Company may reduce
the amount offered for the accounts of Selling Stockholders (including such
Holders of Registrable Securities) to a number deemed satisfactory by such
managing underwriter; provided that the shares to be excluded shall be
determined in the following order of priority: (i) first, securities held by any
Persons not having any such contractual, incidental registration rights, (ii)
second, securities held by any Persons having contractual, incidental
registration rights pursuant to an agreement which is not this Agreement and
(iii) third, Registrable Securities and this Agreement (such Registrable
Securities to be excluded pro rata based on the number of Registrable Securities
requested to be registered by each Investor), and (iv) fourth, securities to be
registered for the Company's own account.

          2.3 Obligations of the Company. Whenever required under this Section 2
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as possible:

               (a) Prepare and file with the SEC, within ninety (90) days of the
receipt of a request pursuant to this Section 2.1 or 2.9, a registration
statement on the appropriate

                                        6


form under the Securities Act with respect to such securities, which form shall
comply in all material respects with the requirements of the SEC, and use its
best efforts to cause such registration statement to become and remain effective
until the completion of the proposed offering (but for no more than one hundred
twenty (120) days); provided, however, that (i) such one hundred twenty (120)
day period shall be extended for a period of time equal to the period the Holder
refrains from selling any securities included in such registration at the
request of an underwriter of Common Stock (or other securities) of the Company;
and (ii) in the case of any registration of Registrable Securities on Form S-3
which are intended to be offered on a continuous or delayed basis, such one
hundred twenty (120) day period shall be extended, if necessary, to keep the
registration statement effective until all such Registrable Securities are sold,
provided that Rule 415, or any successor rule under the Securities Act, permits
an offering on a continuous or delayed basis, and provided further that
applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
which (I) includes any prospectus required by Section 10(a)(3) of the Securities
Act or (II) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (I) and
(II) above to be contained in periodic reports filed pursuant to Section 13 or
15(d) of the 1934 Act in the registration statement;

               (b) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all of the
securities covered by such registration statement;

               (c) Furnish to the selling Holders and the underwriters, if any,
such numbers of copies of such registration statement, any amendments thereto,
any documents incorporated by reference therein, the prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the sale or other disposition of the securities owned by them;

               (d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the selling
Holders and do any and all other acts and things that may be necessary under
such securities and blue sky laws to enable such selling Holders to consummate
the sale or other disposition of the securities owned by them; provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, unless the Company is already subject to
service in such jurisdiction and except as may be required by the Securities
Act;

               (e) Within a reasonable time before each filing of the
registration statement or prospectus or amendments or supplements thereto with
the SEC, furnish to one (1) counsel selected by the selling Holders (the
"Selling Holders' Counsel") copies of such documents proposed to be filed;


                                        7


               (f) Promptly notify each selling Holder of Registrable
Securities, the Selling Holders' Counsel and any underwriter and (if requested
by any such Person) confirm such notice in writing, of the happening of any
event which makes any statement made in the registration statement or related
prospectus untrue or which requires the making of any changes in such
registration statement or prospectus so that they will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein in the light of the
circumstances under which they were made not misleading; and, as promptly as
practicable thereafter, prepare and file with the SEC and furnish a supplement
or amendment to such prospectus so that, as thereafter deliverable to the
purchasers of such Registrable Securities, such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading;

               (g) Use its commercial best efforts to prevent the issuance of
any order suspending the effectiveness of a registration statement and, if one
is issued, use its commercial best efforts to obtain the withdrawal of any order
suspending the effectiveness of a registration statement at the earliest
possible moment;

               (h) If requested by the managing underwriter or underwriters (if
any), any selling Holder, or the Selling Holders' Counsel, promptly incorporate
in a prospectus supplement or post-effective amendment such information as such
Person requests to be included therein with respect to the selling Holder or the
securities being sold by such Holder, including, without limitation, with
respect to the securities being sold by such selling Holder to such underwriter
or underwriters, the purchase price being paid therefor by such underwriter or
underwriters and with respect to any other terms of an underwritten offering of
the securities to be sold in such offering, and promptly make all required
filings of such prospectus supplement or post-effective amendment;

               (i) Make available to each selling Holder, any underwriter
participating in any disposition pursuant a registration statement, and any
attorney, accountant or other agent or representative retained by any such
selling Holder or underwriter (collectively, the "Inspectors"), upon request,
all financial and other records, pertinent corporate documents and properties of
the Company (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such registration statement
subject, in each case, to such confidentiality agreements as the Company shall
reasonably request;

               (j) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter or underwriters of such offering;

               (k) Cause all such Registrable Securities registered pursuant to
such registration statement to be listed on each securities exchange or quoted
on the quotation system on which the Common Stock is then listed or quoted (or
if the Common Stock is not yet listed or

                                        8


quoted, then on such exchange or quotation system as the selling Holders and the
Company shall mutually agree);

               (l) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;

               (m) Furnish, at the request of any Holder requesting registration
of Registrable Securities pursuant to this Section 2, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 2, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and (ii) a letter dated such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters, if any;

               (n) Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC and make generally available to its security
holders, in each case as soon as practicable, but not later than 45 days after
the close of the period covered thereby, an earnings statement of the Company
which will satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any comparable successor provisions); and

               (o) Otherwise cooperate with the underwriter(s), the SEC and
other regulatory agencies and take all reasonable actions and execute and
deliver or cause to be executed and delivered all documents reasonably necessary
to effect the registration of any securities under this Agreement.

          2.4 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall reasonably be required to effect the registration of such Holder's
Registrable Securities.

          2.5 Expense of Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 2.1, Section 2.2 (which right may be assigned
as provided in Section 2.10) or Section 2.9, including (without limitation ) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company (which counsel shall be reasonably
acceptable to the Investors) and the reasonable fees and disbursements of the
Selling Holders' Counsel shall be borne by the Company.


                                        9


          2.6 Damages. The Company recognizes and agrees that each holder of
Registrable Securities will not have an adequate remedy if the Company fails to
comply with the terms and provisions of this Agreement and that damages will not
be readily ascertainable, and the Company expressly agrees that, in the event of
such failure, it shall not oppose an application by any holder of Registrable
Securities or any other Person entitled to the benefits of this Agreement
requiring specific performance of any and all provisions hereof or enjoining the
Company from continuing to commit any such breach of this Agreement.

          2.7 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 2:

               (a) The Company shall indemnify and hold harmless each selling
Holder, each underwriter (as defined in the Securities Act) and each Person who
participates in the offering of securities under such registration statement,
and each other Person, if any, who controls (within the meaning of the
Securities Act) such seller, underwriter or participating Person (individually
and collectively, the "Indemnified Person"), against any losses, claims, damages
or liabilities (joint or several) to which they may become subject under the
Securities Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (joint or several), or actions in
respect thereof, arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Securities Act, the 1934 Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the 1934 Act or any state securities law, and the Company shall pay to each
such Indemnified Person, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the Company shall
not be liable to any Indemnified Person in any such case for any such loss,
claim, damage, liability, or action the extent that it arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission in such registration statement, preliminary or final prospectus or
amendment or supplement thereto in reliance upon and in conformity with written
information furnished to the Company by such Person expressly for use therein.

               (b) Each selling Holder of Registrable Securities included in
such registration being effected shall indemnify and hold harmless the Company,
each of its directors, each of its officers who has signed the registration
statement, each of its agents, each underwriter, any other Holder selling
securities in such registration statement and any Person who controls (within
the meaning of the Securities Act) the Company, such underwriter or such Holder
(individually or collectively, also the "Indemnified Person") against any
losses, claims, damages, or liabilities (joint or several), or actions in
respect thereof, to which they become subject, under the Securities Act or any
other statute or at common law, which arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained, on
the effective date thereof, in any registration statement under which securities
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any

                                       10


amendment or supplement thereto, or (ii) any omission or alleged omission by
such selling Holder to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading under the
circumstances in which such statements were made, in the case of (i) and (ii) to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such registration
statement, preliminary or final prospectus, amendment or supplement thereto in
reliance upon and in conformity with information furnished in writing to the
Company by such selling Holder specifically for use therein, and such selling
Holder shall reimburse, as incurred, any Indemnified Person for any legal fees
incurred in investigating or defending any such liability; provided, however,
that such selling Holder's obligations hereunder shall be limited to an amount
equal to the proceeds (net of underwriting discounts, commissions and expenses)
to such selling Holder of the securities sold in any such registration; and
provided further, that no selling Holder shall be required to indemnify any
Person against any liability arising from any untrue or misleading statement or
omission contained in any preliminary prospectus if such deficiency is corrected
in the final prospectus or for any liability which arises out of the failure of
any Person to deliver a prospectus as required by the Securities Act.

               (c) Promptly after receipt by an indemnified party under this
Section 2.7 of a complaint, claim or notice of the commencement of any liability
or action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 2.7, promptly notify the indemnifying party of such complaint, claim,
notice or action, and such indemnifying party shall have the right to
investigate and assume the defense thereof with counsel selected by the
indemnifying party and reasonably satisfactory to the indemnified party;
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the reasonable fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflicts of interest between such
indemnified party end any other party represented by such counsel in such
proceeding. The Person claiming indemnification shall have the right to employ
separate counsel in any such action and to participate in the defense thereof
but the fees and the expenses of such counsel shall not be at the expense of the
Person against whom indemnification is sought (unless the indemnifying party
fails to promptly defend, in which case the reasonable fees and expenses of such
separate counsel shall be borne by the Person against whom indemnification is
sought). The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party for any losses,
claims, damages or liabilities for which indemnification would otherwise be
available under this Section 2.7, but the omission to so deliver written notice
to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.7. In no event
shall a Person against whom indemnification is sought be obligated to indemnify
any Person for any settlement of any claim or action effected without the
indemnifying Person's prior written consent which shall not be unreasonably
withheld.

               (d) If the indemnification provided for in this Section 2.7 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss,

                                       11


liability, claim, damage, or expense referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense (i) in such proportion as is
appropriate to reflect the relative fault of the Company, the selling Holders of
Registrable Securities, the other Selling Stockholders and the underwriters in
connection with the statements or omissions which resulted in such losses,
claims, damages, expenses or liabilities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative fault referred to in clause (i)
above but also the relative benefits received by the Company, the selling
Holders of Registrable Securities, the other Selling Stockholders and the
underwriters from the offering of Registrable Securities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company, the selling Holders of Registrable Securities, the other Selling
Stockholders and the underwriters shall be deemed to be in the same respective
proportions that the proceeds or commissions from the offering received by the
Company, the selling Holders of Registrable Securities, the other Selling
Stockholders and the underwriters, in each case as set forth in the table on the
cover page of the applicable prospectus, bear to the aggregate public offering
price of the Registrable Securities. The relative fault of the Company, the
selling Holders of Registrable Securities, the other Selling Stockholders and
the underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, the selling Holders of Registrable Securities, the
other Selling Stockholders or the underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

          The Company and the selling Holders of Registrable Securities agree
that it would not be just and equitable if contribution pursuant to this Section
2.7 were determined solely by pro rata or per capita allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. In no event, however, shall
a selling Holder be required to contribute any amount under this Section 2.7 in
excess of the proceeds (net of underwriting discounts, commissions and expenses)
received by such selling Holder from its sale of Registrable Securities under
such registration statement. No person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not found guilty of
such fraudulent misrepresentation.

               (e) The obligations of the Company and selling Holders under this
Section 2.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 2 and the termination
of this Agreement.

          2.8 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act (and any successor rule) ("SEC Rule 144") and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration on
Form S-3, the Company agrees to:

                                       12


               (a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after ninety (90) days
after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public, and take all
reasonable action as may be required as a condition to the availability of SEC
Rule 144;

               (b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the first registration statement filed by the Company for the offering of
its securities to the general public is declared effective, and to maintain such
status;

               (c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act and
make such other filings and take such other actions required of the issuer to
effect sales of Registrable Securities in reliance upon SEC Rule 144;

               (d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Securities Act and the 1934
Act (at any time after it has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form; and

               (e) facilitate and expedite transfers of Registrable Securities
pursuant to SEC Rule 144, including providing timely notice to its transfer
agent to expedite such transfers.

          2.9 Form S-3 Registration. After the initial public offering of its
securities registered under the Securities Act, the Company shall use its
commercially reasonable efforts to qualify and remain qualified to register
securities on Form S-3 (or any successor form) under the Securities Act. In case
the Company shall receive from any Investor or Investors a written request or
requests that the Company effect a registration on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable
Securities held by such Investor or Investors, the Company will:

               (a) promptly give at least twenty (20) days' written notice of
the proposed registration, and any related qualification or compliance, to all
other Holders; and

               (b) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale

                                       13


and distribution of all or such portion of the Investor's or Investors'
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 2.9: (1) if
Form S-3 is not available for such offering by the Investors; (2) if the
Investors, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public of less than One Million Dollars ($1,000,000); (3) if the Company shall
furnish to the Investors a certificate signed by the Chief Executive Officer of
the Company stating that in the good faith judgment of the Board of Directors,
it would be materially detrimental to the Company and its stockholders for such
Form S-3 Registration to be effected at such time, in which event the Company
shall have the right to defer the filing of the Form S-3 registration statement
for a period of not more than ninety (90) days after receipt of the request of
Holders under this Section 2.9; provided, however, that the Company shall not
utilize this right more than once in any twelve (12) month period; (4) if the
Company has, within the twelve (12) month period preceding the date of such
request, already effected two (2) registrations on Form S-3 for the Investors
pursuant to this Section 2.9; (5) if the Company has already effected a total of
four (4) registrations on Form S-3 for Investors pursuant to this Section 2.9;
(6) if, at the time of its written request pursuant to this Section 2.9,
Investors beneficially own less than Twenty Percent (20%) of the aggregate
Registrable Securities beneficially owned by them as of the Second Closing, or
if there is no Second Closing, as of the date hereof (as adjusted for stock
dividends, combinations, splits, recapitalizations and the like); or (7) in any
particular jurisdiction in which the Company would be required to qualify to do
business or to execute a general consent to service of process in effecting such
registration, qualification or compliance.

               (c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Investors. Registrations effected pursuant to this
Section 2.9 shall not be counted as demands for registration or registrations
effected pursuant to Sections 2.1 or 2.2, respectively.

          2.10 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 2 may be
assigned (but only with all related obligations) by a Holder to a Permitted
Transferee of such Registrable Securities, provided that: (a) the Company is,
within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; and (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement, including without limitation the provisions of
Section 2.12 below.

          2.11 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Investors holding a majority of the outstanding Registrable Securities
held by the Investors, (a) allow purchasers of the Company's securities to
become a party to this Agreement, except as contemplated by

                                       14


Section 4.9 below, or (b) grant any other registration rights to any third
parties other than subordinate piggyback registration rights.

          2.12 "Market Stand-Off" Agreement. Each Investor hereby agrees that,
during the ninety (90) day period following the date of the first sale to the
public pursuant to a registration statement of the Company filed under the
Securities Act, it shall not, to the extent requested by the Company and the
underwriter of such registration, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of (other than to donees who
agree to be similarly bound) any securities of the Company held by it at any
time during such period except Common Stock included in such registration;
provided, however, that:

               (a) such agreement shall be applicable only (i) to the first such
registration statement of the Company which covers Common Stock to be sold on
its behalf to the public in an underwritten offering; and (ii) so long as the
Investors continue to own Twenty Percent (20%) or more of the outstanding equity
securities of the Company, to any subsequent registration statement of the
Company which covers Common Stock to be sold on its behalf to the public in an
underwritten offering;

               (b) officers and directors of the Company, all holders of more
than Five Percent (5%) of the outstanding capital stock of the Company, and all
other persons with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements; and

               (c) such market stand-off time period shall not exceed ninety
(90) days.

          In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of the
Investors (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period. Notwithstanding the
foregoing, the obligations described in this Section 2.12 shall not apply to a
registration relating solely to employee benefit plans on Form S-8 or similar
forms which may be promulgated in the future, or a registration relating solely
to a SEC Rule 145 transaction on Form S-4 or similar forms which may be
promulgated in the future.

          2.13 Obligations of the Holders. All selling Holders proposing to
distribute their securities through an underwritten offering shall (together
with the Company as provided in Section 2.3(j)) enter into an underwritten
agreement in customary form with the underwriter or underwriters selected for
such underwriting. All selling Holders proposing to distribute their securities
through an offering pursuant to this Section 2 shall enter into such agreements
and shall execute such other documents in customary form as may reasonably be
requested by the Company or, in the event of an underwritten offering, by any
managing underwriter.

     3. COVENANTS OF THE COMPANY.

          The Company agrees for the benefit of the Investors that it shall
comply with the following covenants, provided that the covenants set forth in
Section 3.2 shall not be in effect

                                       15


during any period in which the Company is subject to the periodic reporting
obligations set forth in Section 13(a) or Section 15(d) of the 1934 Act and that
all of the covenants set forth in this Section 3 shall terminate as of the
closing of (a) a Qualified Public Offering or (b) a sale of all or substantially
all of the assets or business of the Company, whether by merger, sale of assets,
change of voting control, or otherwise.

          3.1 Pre-emptive Rights. So long as any shares of Preferred Stock are
outstanding, the Company hereby grants the Holders certain pre-emptive rights
with respect to future sales of equity securities by the Company. The Company
agrees that it will not sell or issue any shares of, or securities convertible
into or exercisable for any shares of, any class of its capital stock
("Securities"), unless the Company shall first submit a written offering of all
such Securities to the Holders in accordance with the following provisions:

          (1) The Company shall deliver a notice ("Offer Notice") to each Holder
stating (i) that the Company is offering such Securities, (ii) the number of
such Securities to be offered, and (iii) the price and material terms, if any,
upon which it proposes to offer such Securities, and offering the Holders the
opportunity to purchase its Pro Rata Share of the Securities on terms and
conditions, including price, not less favorable than those on which the Company
proposes to sell such Securities to a third party or parties.

          (2) Within ten (10) days after the date of the Offer Notice, each
Holder may elect to purchase or obtain, at the price and on the terms and
conditions specified in the Offer Notice, up to its Pro Rata Share of such
Securities. Within ten (10) days after expiration of such period, the Company
shall provide written notice (an "Undersubscription Notice") to each Holder who
elected to purchase all the Securities available to it pursuant to the preceding
sentence (each a "Fully Exercising Stockholder") of all other Holders' failure
to do likewise and offering the unsubscribed shares to the Fully Exercising
Stockholder in accordance with this Section 3.1(2). Within ten (10) days after
the Undersubscription Notice (the "Second Subscription Period"), each Fully
Exercising Stockholder shall notify the Company in writing if it wishes to
obtain that portion of the Securities not subscribed for by the other Holder
which is equal to the proportion that the number of Shares held by such Fully
Exercising Stockholder as of the date of the Offer Notice bears to the total
number of Shares held by all Fully Exercising Stockholders who wish to purchase
some of the unsubscribed Securities. Each Holder acknowledges and agrees that
any failure to notify the Company within the applicable time periods specified
above shall be deemed a waiver of such Holder's rights to participate in the
applicable offering.

          (3) If the Holders do not elect to purchase all Securities referred to
in the Offer Notice at the end of the Second Subscription Period, the Company
may, during the ninety (90) day period following the Second Subscription Period,
offer the remaining unsubscribed portion of such Securities to any person or
persons at a price not less than, and upon terms and conditions no more
favorable to the offeree than those specified in the Offer Notice. If the
Company does not enter into an agreement for the sale of the Securities within
such period, or if such agreement is not consummated within three (3) months of
the execution thereof, the right provided hereunder shall be deemed to be
revived and such Shares shall not be offered unless first re-offered to the
Holders in accordance herewith.

                                       16


          (4) The pre-emptive rights in this Section 3.1 shall not be applicable
(i) to the issuance of shares of Common Stock (including the grant of options
therefor and the issuance or sale of shares or grants prior to the date hereof)
to officers, directors, employees, advisors and consultants of the Company
pursuant to the Company's 1999 Stock Option/Stock Issuance Plan (the "Stock
Plan") or any other stock or option plan approved by the unanimous consent of
the Compensation Committee of the Company's Board of Directors, (ii) with
respect to, or after consummation of a Qualified Public Offering, (iii) to the
issuance of securities pursuant to the conversion or exercise of convertible or
exercisable securities outstanding on the date hereof, (iv) to the issuance
of not more than Two Million (2,000,000) shares of Common Stock (or an
equivalent amount of securities convertible or exercisable to or for Common
Stock), in the aggregate (as adjusted for stock splits, stock dividends, stock
combinations and similar events), to financial institutions or lessors in
connection with obtaining commercial credit, equipment financings or similar
transactions, (v) to the issuance of securities pursuant to the exercise or
conversion of options, warrants, notes or other rights to acquire Common Stock
outstanding on the date hereof, (vi) to the issuance of securities as
consideration in a bona fide acquisition of or by the Company, whether by
merger, consolidation, sale of assets, sale or exchange of stock or otherwise,
unanimously approved by the Board of Directors or (vii) the issuance of warrants
to Saturn Capital, Inc. to purchase up to one million four hundred three
thousand two hundred twenty-three (1,403,223) shares of Common Stock in
connection with the sale and purchase of the Series C Preferred Stock.

          3.2 Delivery of Financial Statements. The Company will maintain a
comparative system of accounts in accordance with generally accepted accounting
principles, keep full and complete financial records and furnish to the
Investors the following reports:

               (a) as soon as available and within ninety (90) days after the
end of each fiscal year commencing with the year ending December 31, 2001, a
copy of the balance sheet of the Company as of the end of such year, together
with statements of income and retained earnings and cash flow of the Company for
such year, audited and reported on by independent public accountants of
recognized national standing reasonably satisfactory to the Board of Directors,
prepared in accordance with generally accepted accounting principles and
practices consistently applied;

               (b) as soon as available and in any event with forty-five (45)
days after the end of each quarter of each fiscal year commencing with the
quarter ending September 30, 2001, a copy of the balance sheet of the Company as
of the end of such quarter, together with statements of income and retained
earnings and cash flow of the Company for the period commencing at the end of
the previous fiscal quarter and ending with the end of such fiscal quarter, such
balance sheets, statements of income and retained earnings and cash flows
setting forth in comparative form the corresponding figures for the
corresponding fiscal period in the prior fiscal year, all in reasonable detail
and certified (subject to year-end audit adjustments) by the chief financial
officer of the Company as having been prepared in a manner consistent with
generally accepted accounting principles and practices consistently applied; and

               (c) as soon as available and in any event within thirty (30) days
after the end of each month commencing with the month ending August 31, 2001, an
unaudited

                                       17


balance sheet of the Company as of the end of such month and unaudited
statements of income and retained earnings, and cash flow for the Company for
such month; and

               (d) such other information relating to the financial condition,
business, prospects or results of operations as the Investors may reasonably
request, including, without limitation, certificates of the principal financial
officer of the Company concerning compliance with the covenants of the Company
under this Section 3.2.

          3.3 Budget and Operating Forecast; Inspection.

               (a) The Company will prepare and submit to the Board of Directors
a budget for the Company for each fiscal year of the Company at least thirty
(30) days prior to the beginning of such fiscal year. The budget shall be
accepted as the budget for such fiscal year when it has been approved by a
majority of the Board of Directors and, thereupon, a copy of such budget
promptly shall be sent to each Investor. The Company shall review the budget
periodically and shall advise the Board of Directors and the Investors of all
material changes therein and all material deviations therefrom.

               (b) The Company will, upon reasonable prior notice to the
Company, permit authorized representatives (including, without limitation,
accountants and legal counsel) of any Investor, at the Investor's expense, to
visit and inspect any of the properties of the Company, including its books of
account (and to make copies thereof and take extracts therefrom), and to discuss
its affairs, finances and accounts with its officers, administrative employees
and independent accountants, all at such reasonable times during normal business
hours and as often as may be reasonably requested by any Investor; provided,
that in the event any person exercising such inspection rights shall be someone
other than an Investors' Nominee or a director designated by the Investors, the
Company may, as a condition to the exercise of such visitation or inspection
rights, require such person to execute a standard form non-disclosure agreement
in form and substance satisfactory to the Company.

          3.4 Board of Directors; Meetings; Indemnification. The Company will
ensure that meetings of its Board of Directors are held at least four (4) times
each year at intervals of not more than three (3) months. The Company shall
reimburse each Investors' Nominee for reasonable travel expenses incurred in
connection with attending meetings or other functions of the Board of Directors
and for the Investors' Nominees' reasonable out-of-pocket costs associated with
any other work performed at the request of, and on behalf of, the Company. The
Charter and By-laws of the Company will in respect of all times during which any
Investors' Nominee serves as a director of the Company provide for exculpation
and indemnification of the directors and limitations on the liability of the
directors to the fullest extent permitted under applicable state law. The
Company shall maintain directors and officers' liability insurance coverage in
such form and amount from such insurance carrier as shall be reasonably
satisfactory to the investors, and shall use its best efforts to obtain, prior
to an initial public offering of the Company's securities, additional directors
and officers' liability insurance coverage to include claims under the
Securities Act and the 1934 Act.


                                       18


          3.5 Composition of Board Committees. The Company agrees to cause the
Board of Directors to maintain a Compensation Committee (which shall be charged
with exclusive authority over all compensation matters with respect to the
senior management of the Company and shall, together with the Chief Executive
Officer, serve as the administering committee under the Stock Plan) and an Audit
Committee (which shall be charged with reviewing the Company's financial
statements and accounting practices). Each such committee shall consist of
non-management directors. Morgan Stanley Dean Witter Venture Partners IV, L.P.
shall be entitled to nominate at least one (1) representative to each such
committee.

          3.6 Positive Covenants. So long as any shares of the Series B
Preferred Stock or the Series C Preferred Stock are outstanding, the Company
agrees, for the benefit of the holders of the Company's Series B and Series C
Preferred Stock, as follows:

               (a) The Company will continue to engage principally in the
business now conducted by the Company or a business or businesses substantially
similar thereto. The Company will keep in full force and effect its corporate
existence and all Intellectual Property Rights useful in its business (except
such rights as the Board of Directors has reasonably determined are not material
to the continuing operations of the Company);

               (b) The Company will promptly advise the Investors of any event
which represents or is reasonably likely to result in a material adverse effect
on the Company's business, properties, assets, prospects, results of operations
or financial condition (a "Material Adverse Effect"), and of each suit or
proceeding commenced or threatened against the Company which, if adversely
determined, is reasonably likely to have a Material Adverse Effect, other than
events, developments, suits or proceedings which could reasonably be expected to
equally affect all companies within the same or a similar industry. The Company
will promptly advise the Investors of any adverse developments relating to the
Company's products or services, and any suit or proceeding commenced or
threatened which is related to the Company's products or services which, if
adversely determined, in the reasonable judgment of the Company, is reasonably
likely to have a Material Adverse Effect, other than suits or proceedings which
could reasonably be expected to equally affect all companies within the same or
a similar industry;

               (c) The compensation and other benefit arrangements of any senior
management of the Company shall be adjusted from time to time only by the
Compensation Committee, unless the Compensation Committee determines otherwise;

               (d) All transaction by and between the Company and any officer or
key employee of the Company or persons controlling, controlled by, under common
control with or otherwise affiliated with or members of the families of such
officer or key employee (including compensation matters covered by Section
3.7(c) hereof), shall be conducted on an arm's-length basis, shall be on terms
and conditions no less favorable to the Company than could be obtained from
unrelated persons and shall be approved in advance by a majority of the Board of
Directors after full disclosure of the terms thereof;

               (e) The Company shall maintain in full force and effect its
corporate existence, rights, and franchises and all licenses and other rights to
use patents, processes,

                                       19


licenses, trademarks, trade names, or copyrights owned or possessed by it or any
subsidiary and deemed by the Company to be necessary to the conduct of its
business;

               (f) The Company will retain independent public accountants of
recognized national standing who shall certify the Company's financial
statements at the end of each fiscal year. In the event the services of the
Company's independent public accountants, or any firm of independent public
accountants hereafter employed by the Company are terminated, the Company will
promptly thereafter notify the Investors and will request the firm of
independent public accountants whose services are terminated to deliver to the
Investors a letter from such firm setting forth the reasons for the termination
of their services. In the event of such termination, the Company will promptly
thereafter engage another firm of independent public accountants of recognized
national standing. In its notice to the Investors the Company shall state
whether the change of accountants was recommended or approved by the Board of
Directors or any committee thereof;

               (g) The Company will cause each person now or hereafter employed
by it or any subsidiary with access to confidential information to enter into a
proprietary information and inventions agreement substantially in the form
approved by the Board of Directors; and

               (h) The Company will use its best efforts to comply with the
reporting and recordkeeping requirements of Section 1202 of the Internal Revenue
Code of 1986, as amended, any regulations promulgated thereunder and any similar
state laws and regulations, and agrees not to repurchase any stock of the
Company if such repurchase would cause the shares of Common Stock (including the
Common Stock issuable or issued upon conversion of the Preferred Stock),
Preferred Stock and any other equity securities now of hereafter issued by the
Company, together with any options thereon and any other shares of stock issued
or issuable with respect thereto (whether by way of a stock dividend, stock
split or in exchange for or upon conversion of such shares or otherwise in
connection with a combination of shares, recapitalization, merger, consolidation
or other corporate reorganization) not to so qualify as "Qualified Small
Business Stock." The Company further covenants to submit to its stockholders and
to state and federal taxation authorities such form and filings as may be
required to document such compliance, with its franchise or income tax return
for the current income year.

     4. MISCELLANEOUS.

          4.1 Survival of Covenants. Each of the parties hereto agrees that each
covenant and agreement made by it in this Agreement or in any certificate,
instrument or other document delivered pursuant to this Agreement is material,
shall be deemed to have been relied upon by the other parties and, except as
provided herein, shall remain operative and in full force and effect after the
date hereof regardless of any investigation. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties hereto and their respective successors and permitted assigns to the
extent contemplated herein.

          4.2 Legend on Securities. The Company and the Investors acknowledge
and agree that the legends required by the Purchase Agreement and that certain
Amended and

                                       20


Restated Stock Restriction Agreement of even date herewith shall be typed on
each certificate evidencing any of the securities issued hereunder held at any
time by any of the Investors or their Permitted Transferees.

          4.3 Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
the Permitted Transferees). Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

          4.4 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware, exclusive of the provisions thereof
governing conflicts of laws.

          4.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          4.6 Titles and Subtitles; Gender. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. The use in this Agreement of the
masculine pronoun in reference to a party hereto shall be deemed to include the
feminine member, and vice versa as the context may require.

          4.7 Notices. All notices and other communications provided for herein
shall be in writing and shall be deemed to have been duly given, delivered and
received (i) if delivered personally or (ii) if sent by facsimile, registered or
certified mail (return receipt requested) postage prepaid, or by courier
guaranteeing next day delivery, in each case to the party to whom it is directed
at the following addresses (or at such other address for any party as shall be
specified by notice given in accordance with the provisions hereof, provided
that notices of a change of address shall be effective only upon receipt
thereof). Notices delivered personally shall be effective on the day so
delivered, notices sent by registered or certified mail shall be effective three
days after mailing, notices sent by facsimile shall be effective when receipt is
acknowledged, and notices sent by courier guaranteeing next day delivery shall
be effective on the earlier of the second business day after timely delivery to
the courier or the day of actual delivery by the courier:

               (a) if to the Company, at the mailing address for the Company
shown on the signature pages hereto, Attention: CEO, with a copy to Lucash,
Gesmer & Updegrove, LLP, 40 Broad Street, Boston, Massachusetts 02109
(facsimile: 617-350-6878), Attention: Thomas H. Durkin, Esq., or such other
address designated by the Company to the Investors and the other parties hereto
in writing;

               (b) if to the Investors, to each Investor at the mailing address
as shown on the signature pages hereto, with a copy to Gunderson Dettmer Stough
Villeneuve Franklin &

                                       21


Hachigian, LLP, 733 Third Avenue, Suite 220, New York, New York 10017,
(facsimile: 646-487-0970), Attention: Kenneth R. McVay, Esq., or at such other
address designated by an Investor to the Company and the other Investors in
writing.

          4.8 Expenses. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

          4.9 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the holders of Eighty-Five percent
(85%) of the Registrable Securities held by all Investors; provided, however
that the terms and agreements set forth in Section 3.6 shall be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and the holders of at least Seventy-Seven percent (77%) of the Company's
Series B and Series C Preferred Stock, voting together as a single class. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any securities purchased under the Purchase Agreement then
outstanding, each future holder of all such securities, and the Company.
Notwithstanding the foregoing, the Company may amend Schedule A without the
consent of any other party hereto to reflect the addition of parties pursuant to
the following sentence. Additional parties may be added as Investors after the
date hereof by (i) the execution and delivery of a counterpart to this Agreement
by such additional party, and (ii) the acceptance (by countersigning and
delivery) thereof by the Company, but only if such additional party is an
"Investor" as defined under the Purchase Agreement.

          4.10 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.

          4.11 Aggregation of Stock. All shares of Preferred Stock held or
acquired by affiliated entities or persons shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.

          4.12 Entire Agreement; Amendment; Waiver. This Agreement and the
documents referred to herein constitute the entire agreement among the parties
with regard to the subjects hereof and thereof.

          4.13 Prior Agreement. The provisions hereof shall amend, replace and
supercede in its entirety the Prior Agreement. Without in any way limiting the
foregoing, it is agreed and acknowledged that the Prior Agreement amended,
replaced and superceded in its entirety the Registration Rights Agreement dated
as of June 21, 1999 between the Company and certain Existing Investors, and that
the provisions thereof replaced and superceded. Sections 7.1, 7.2, 7.3 and
Section 8 of that certain Series A Redeemeable Convertible Preferred Stock
Purchase


                                       22


Agreement among the Company and certain Existing Investors and such
provisions were terminated and are of no further force and effect.

                  [Remainder of Page Intentionally Left Blank]


          IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Investors' Rights Agreement to be duly executed and delivered as of the date
first above written.


                                        THE COMPANY:

                                        ROVING SOFTWARE INCORPORATED


                                        By: /s/ Gail F. Goodman
                                            ------------------------------------
                                        Name: Gail F. Goodman
                                        Title: CEO

                                        Address: 117 Kendrick Street, Suite 400
                                                 Needham, MA 02494
                                        Facsimile: (781) 444-6155


                                        THE INVESTORS:

                                        MORGAN STANLEY DEAN WITTER
                                        VENTURE PARTNERS IV, L.P.
                                        MORGAN STANLEY DEAN WITTER
                                        VENTURE INVESTORS IV, L.P.
                                        MORGAN STANLEY DEAN WITTER
                                        VENTURE OFFSHORE INVESTORS IV, L.P.

                                        By: MSDW Venture Partners IV, LLC,
                                            as General Partner of each of the
                                            limited partnerships named above

                                        By: MSDW Venture Partners IV, Inc., as
                                            Member


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address: 1221 Avenue of the Americas
                                                 New York, New York 10020
                                        Facsimile: (212) 762-8424



          IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Investors' Rights Agreement to be duly executed and delivered as of the date
first above written.


                                        THE COMPANY:

                                        ROVING SOFTWARE INCORPORATED


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address: 117 Kendrick Street, Suite 400
                                                 Needham, MA 02494
                                        Facsimile: (781) 444-6155


                                        THE INVESTORS:

                                        MORGAN STANLEY DEAN WITTER
                                        VENTURE PARTNERS IV, L.P.
                                        MORGAN STANLEY DEAN WTTTER
                                        VENTURE INVESTORS IV, L.P.
                                        MORGAN STANLEY DEAN WITTER
                                        VENTURE OFFSHORE INVESTORS IV, L.P.

                                        By: MSDW Venture Partners IV, LLC,
                                            as General Partner of each of the
                                            limited partnerships named above

                                        By: MSDW Venture Partners IV, Inc.,
                                            as Member


                                        By: /s/ Noah Walley
                                            ------------------------------------
                                        Name: Noah Walley
                                        Title: Principal

                                        Address: 1221 Avenue of the Americas
                                                 New York, New York 10020
                                        Facsimile: (212) 762-8424



                                        THE INVESTORS:

                                        COMMONWEALTH CAPITAL VENTURES II L.P.
                                        CCV II ASSOCIATES L.P.

                                        By: Commonwealth Venture Partners II
                                            L.P., as General Partner of each of
                                            the limited partnerships named above


                                        By: /s/ R. Stephen McCormack
                                            ------------------------------------
                                        Name: R. Stephen McCormack
                                        Title: General Partner

                                        Address: 20 William Street
                                                 Wellesley, MA 02481
                                        Facsimile: (781) 235-8627


                                        LONGWORTH VENTURE PARTNERS, L.P.

                                        By: Longworth Venture Management LLC,
                                            its sole General Partner


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address: 1050 Winter Street, Suite 2600
                                                 Waltham, MA 02451
                                        Facsimile: (781) 663-3619


                                        VERISIGN CAPITAL MANAGEMENT, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------



                                        THE INVESTORS:

                                        COMMONWEALTH CAPITAL VENTURES II L.P.
                                        CCV II ASSOCIATES L.P.

                                        By: Commonwealth Venture Partners II
                                            L.P., as General Partner of each of
                                            the limited partnerships named above


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address: 20 William Street
                                                 Wellesley, MA 02481
                                        Facsimile: (781) 235-8627


                                        LONGWORTH VENTURE PARTNERS, L.P.

                                        By: Longworth Venture Management LLC,
                                            its sole General Partner


                                        By: /s/ James J. Savage
                                            ------------------------------------
                                        Name: James J. Savage
                                        Title: Manager

                                        Address: 1050 Winter Street, Suite 2600
                                                 Waltham, MA 02451
                                        Facsimile: (781) 663-3619


                                        VERISIGN CAPITAL MANAGEMENT, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:
                                                 -------------------------------

                                                 -------------------------------
                                        Facsimile:
                                                   -----------------------------



                                        THE INVESTORS:

                                        COMMONWEALTH CAPITAL VENTURES II L.P.
                                        CCV II ASSOCIATES L.P.

                                        By: Commonwealth Venture Partners II
                                            L.P., as General Partner of each of
                                            the limited partnerships named above


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address: 20 William Street
                                                 Wellesley, MA 02481
                                        Facsimile: (781) 235-8627


                                        LONGWORTH VENTURE PARTNERS, L.P.

                                        By: Longworth Venture Management LLC,
                                            its sole General Partner


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address: 1050 Winter Street, Suite 2600
                                                 Waltham, MA 02451
                                        Facsimile: (781) 663-3619


                                        VERISIGN CAPITAL MANAGEMENT, INC.


                                        By: /s/ Dana Lejah
                                            ------------------------------------
                                        Name: Dana Lejah
                                        Title: Vice President

                                        Address: 300 Delaware Ave., 9th Floor
                                                 Wilmington, DE 19801-1607
                                        Facsimile:
                                                   -----------------------------



                                        OTHER INVESTORS:


                                        /s/ Joseph J. Caruso, President
                                        ----------------------------------------
                                        Name: Bantam Group Inc.
                                        Address: 50 Bay Colony Drive
                                                 Westwood, MA 02090
                                                 Attn: Joseph J. Caruso,
                                                 President
                                        Facsimile: (781) 329-2238



                                   SCHEDULE A

                                    INVESTORS

Morgan Stanley Dean Witter Venture Partners IV, L.P.

Morgan Stanley Dean Witter Venture Investors IV, L.P.

Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P.

Commonwealth Capital Ventures II L.P.

CCV II Associates L.P.

Longworth Venture Partners, L.P.

VeriSign Capital Management, Inc.

K. Tucker Andersen

Frank Argano

John Beard

Dominic Chan

Barry Coffman

Richard F. Connolly, Jr.

Michael P. DeBlasio

Theodore Dimitry

Richard Fentin

Ross S. Gale

David D. Holbrook

David C. Hou

Kenneth & Myrna Kustin

Daniel Kwoh

Sydney S. McClendon III



Benjamin S. Minsk

Najjar Family Ltd Partnership

Irrevocable Instrument of Trust F/B/O Michael E. Najjar dtd 8/10/93

Irrevocable Instrument of Trust F/B/O Elizabeth A. Najjar dtd 8/10/93

Irrevocable Instrument of Trust F/B/O Susann M. Najjar dtd 8/10/93

Rich Nollman and Irene Levitt

Harold L. Osher

Peggy L. Osher

James Philip

Michael Mark

Leon C. Sunstein, Jr.

U.S.A. Fund LLLP

William H. Volkmann

One & Co.

Arnold S. Wood

Zafran Family Trust U/A DTD 12/10/95

Longworth Capital, LLC - Paul Margolis

John Campbell and Jean Campbell

Alan Frohman

Steve Lesser

Kermit Stofer

Judith R. Walsh

Sung Park

Bantam Group, Inc.

EX-10.15

                                                                   EXHIBIT 10.15

                          ROVING SOFTWARE INCORPORATED

           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                                   DATED AS OF

                                  MAY 12, 2006



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
1.       Definitions....................................................      1
         1.1      Capitalized Terms.....................................      1
         1.2      Definitions...........................................      1

2.       Registration Rights............................................      4
         2.1      Demand Registration Rights............................      4
         2.2      Company Registration..................................      7
         2.3      Obligations of the Company............................      7
         2.4      Furnish Information...................................     10
         2.5      Expenses of Registration..............................     10
         2.6      Damages...............................................     10
         2.7      Indemnification.......................................     11
         2.8      Reports Under Securities Exchange Act of 1934.........     13
         2.9      Form S-3 Registration.................................     14
         2.10     Assignment of Registration Rights.....................     15
         2.11     Limitations on Subsequent Registration Rights.........     15
         2.12     "Market Stand-Off" Agreement..........................     15
         2.13     Obligations of the Holders............................     16

3.       Covenants of the Company.......................................     16
         3.1      Pre-emptive Rights....................................     16
         3.2      Delivery of Financial Statements......................     18
         3.3      Budget and Operating Forecast; Inspection.............     18
         3.4      Board of Directors; Meetings; Indemnification.........     19
         3.5      Composition of Board Committees.......................     19
         3.6      Positive Covenants....................................     20

4.       VOTING RESTRICTIONS............................................     21

5.       Miscellaneous..................................................     22
         5.1      Survival of Covenants.................................     22
         5.2      Legend on Securities..................................     23
         5.3      Successors and Assigns................................     23
         5.4      Governing Law.........................................     23
         5.5      Counterparts..........................................     23
         5.6      Titles and Subtitles; Gender..........................     23
         5.7      Notices...............................................     23
         5.8      Expenses..............................................     24
         5.9      Amendments and Waivers................................     24
         5.10     Additional Parties....................................     24
         5.11     Potential Conflict With Existing Agreement............     25
         5.12     Existing Stock Restriction Agreement..................     25
         5.13     Amendments to Existing Agreements.....................     25
         5.14     Severability..........................................     26
         5.15     Aggregation of Stock..................................     26
         5.16     Entire Agreement; Amendment; Waiver...................     26
         5.17     Consent Under Existing Agreement......................     26


                                       i



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

      THIS AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT (this
"Agreement") is made as of the 12th day of May, 2006, by and among Roving
Software Incorporated, a Delaware corporation (the "Company"), the investors
named on Schedule A attached hereto, as it may be amended from time to time in
accordance with this Agreement (collectively, the "Investors," and each
individually, an "Investor"), and solely with respect to Section 4 below, Gail
F. Goodman, Steven R. Wasserman and Eric Groves (each, a "Common Holder" and
together with any other parties who may become Common Holder parties to this
Agreement pursuant to Section 5.10 below, the "Common Holders").

                                    RECITALS

      WHEREAS, certain of the Investors (the "Current Investors") hold shares of
the Company's Common Stock, $0.01 par value per share (the "Common Stock"),
Series A Preferred Stock, $0.01 par value per share (the "Series A Preferred
Stock"), and Series B Preferred Stock, $0.01 par value per share (the "Series B
Preferred Stock"), and possess certain rights pursuant to a Preferred Investors'
Rights Agreement dated as of November 27, 2002 by and among the Company, the
Current Investors and certain of the Common Holders (the "Current Agreement");

      WHEREAS, certain of the Investors (the "Existing Investors") possess
certain rights pursuant to an Amended and Restated Investors' Rights Agreement
dated as of August 9, 2001 by and among the Company, the Existing Investors and
certain other stockholders of the Company (the "Existing Agreement"); and

      WHEREAS, the Company and the Investors are parties to the Stock Purchase
Agreement of even date herewith (the "Purchase Agreement") relating to the sale
and purchase of shares of the Company's newly created Series C Preferred Stock,
$0.01 par value per share (the "Series C Preferred Stock"), certain of the
Company's and such Investors' obligations under which are conditioned upon the
execution and delivery of this Agreement by the Investors, including Current
Investors holding at least sixty percent (60%) of the Registrable Securities (as
defined in the Current Agreement) outstanding as of the date hereof, and the
Company.

      NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Investors and the Company hereby amend and restate the Current
Agreement as follows:

      1. DEFINITIONS.

      1.1 Capitalized Terms. Capitalized terms used herein but not defined
herein shall have the meanings ascribed to such terms in the Purchase Agreement.

      1.2 Definitions. The following capitalized terms as used in this Agreement
shall have the meanings set forth below.

            (a) An "Affiliate" of any Person shall mean a Person that directly
or indirectly, through one or more intermediaries, controls, is controlled by or
is under common



control with the first mentioned Person. A Person shall be deemed to control
another Person if such first Person possesses directly or indirectly the power
to direct, or cause the direction of, the management and policies of the second
Person, whether through the ownership of voting securities, by contract or
otherwise.

            (b) The term "Board of Directors" shall mean the Board of Directors
of the Company.

            (c) The term "Common Stock" shall mean the Company's Common Stock,
and any other securities into which the Company's Common Stock may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger,
sale of assets or otherwise.

            (d) The term "Existing Agreement Registrable Securities" shall mean
the Registrable Securities as such term is defined in the Existing Agreement.

            (e) The term "Form S-3" shall mean such form under the Securities
Act as in effect on the date hereof or any registration form under the
Securities Act subsequently adopted by the SEC in lieu of such form as currently
in effect which similarly permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.

            (f) The term "Holder" shall mean any person owning Registrable
Securities or any assignee thereof in accordance with Section 2.10 hereof.

            (g) The term "Investor" shall have the meaning set forth in the
Preamble and shall include all Permitted Transferees.

            (h) The term "Investors' Nominee" shall mean one (1) director
designated by Morgan Stanley Dean Witter Venture Partners IV, L.P., who shall
initially be Patrick Gallagher, one (1) director designated by Commonwealth
Capital Ventures II L.P., who shall initially be Michael T. Fitzgerald, and one
(1) director designated by Greylock XII Limited Partnership, who shall initially
be William S. Kaiser (collectively, the "Investors' Nominees").

            (i) The term "1934 Act" shall mean the Securities Exchange Act of
1934, as amended.

            (j) The term "Permitted Transferee" shall mean with respect to any
Investor, (i) any such Investor's Affiliates, partners, retired partners,
members, employees, general partners or managing members of such Investor; (ii)
a liquidating trust established solely for the benefit of any partners or
members of such Investor; or (iii) any investment fund or other entity now or
hereafter existing which is controlled or managed by an Affiliate of, or shares
the same management company as, such Investor or any other person who acquires
at least eighty percent (80%) of such Investor's shares of Preferred Stock or
Common Stock issued upon conversion of such shares of Preferred Stock; provided
that the Company has been provided written notice of any transfer permitted
under this Section 1.2(j) and such transferee agrees in writing to be bound by
the terms of this Agreement.

                                        2



            (k) The term "Person" shall mean an individual, a corporation, a
partnership, a joint venture, a trust, an unincorporated organization, a limited
liability company, and any other entity or organization, governmental or
otherwise.

            (l) The term "Preferred Stock" shall mean the Company's Series A
Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock and any
other securities into which the Series A Preferred Stock, Series B Preferred
Stock, and Series C Preferred Stock may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.

            (m) The term "Pro Rata Share" shall mean, with respect to any
Holder, the percentage that the Shares held by such Holders then represents of
all Common Stock of the Company then outstanding, giving effect to the
conversion of all securities convertible into Common Stock on an as converted
basis, and assuming the exercise of all vested outstanding options, warrants or
subscription rights for capital stock of the Company.

            (n) The term "Qualified Public Offering" shall mean the offer and
sale of Common Stock in a firm commitment underwritten public offering pursuant
to an effective registration statement under the Securities Act at a price to
the public of at least $11.898 per share (subject to appropriate adjustment in
the event of any stock dividend, stock split, combination or other similar
recapitalization with respect to the Common Stock), resulting in at least
$25,000,000 of aggregate proceeds to the Company.

            (o) The terms "register," "registered," and "registration" shall
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document.

            (p) The term "Registrable Securities" shall mean (i) the Common
Stock issuable or issued upon conversion of the Series A Preferred Stock, the
Series B Preferred Stock, and Series C Preferred Stock and held by the Investors
or their Permitted Transferees (it being understood that for purposes of this
Agreement, a Person will be deemed to be a Holder (as defined above) whenever
such Person has the right to then acquire or obtain from the Company any
Registrable Securities, whether or not such acquisition has actually been
effected) and (ii) any shares of Common Stock issued or issuable with respect to
any such shares described in clause (i) above by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization; provided, however, that
notwithstanding anything to the contrary contained herein, "Registrable
Securities" shall not at any time include any securities (I) registered and sold
pursuant to the Securities Act or (II) sold to the public pursuant to Rule 144
promulgated under the Securities Act.

            (q) The number of shares of "Registrable Securities then
outstanding" shall mean the number of shares of Common Stock outstanding and the
number of shares of Common Stock issuable pursuant to then exercisable or
convertible securities that, in either case, are Registrable Securities.

            (r) The term "SEC" shall mean the Securities and Exchange
Commission.

                                       3



            (s) The term "Securities Act" shall mean the Securities Act of 1933,
as amended.

            (t) The term "Selling Holders' Counsel" shall mean one (1) counsel
selected by the selling Holders, it being understood and agreed that in the
event of a registration pursuant to which both Holders hereunder and under the
Existing Agreement seek to register Shares, the Holders shall select as the
Selling Holders' Counsel hereunder the same counsel selected as the Selling
Holders' Counsel selected by the Holders under the Existing Agreement.

            (u) The term "Shares" shall mean, with respect to the Investors,
Common Stock issued and held and Common Stock issuable upon conversion of
Preferred Stock then held by the Investors.

      2. REGISTRATION RIGHTS.

      2.1 Demand Registration Rights.

            (a) So long as the Investors beneficially own at least Twenty
Percent (20%) of the Registrable Securities beneficially owned by them as of the
Second Closing (as defined in the Purchase Agreement), or if there is no Second
Closing, as of the date hereof (as adjusted for stock dividends, combinations,
splits, recapitalizations and the like), if the Company shall receive a written
request from the Investors holding at least Fifty Percent (50%) of the
Registrable Securities then outstanding that the Company file a registration
statement under the Securities Act covering the registration and sale of at
least Twenty Percent (20%) of the Registrable Securities then outstanding (or a
lesser percentage if the anticipated aggregate price to the public of the
offering shall exceed an amount equal to Twenty Percent (20%) of the
consideration paid by the Investors with respect to such shares of Preferred
Stock), then the Company shall:

                  (i) within ten (10) days of the receipt thereof, give written
      notice of such request to all Investors; and

                  (ii) file, as soon as practicable and in any event within
      ninety (90) days of the receipt of such request, a registration statement
      with the SEC under the Securities Act covering all Registrable Securities
      which the Investors request to be registered (such request having been
      made within twenty (20) days of the mailing of such notice by the Company
      in accordance with Section 5.7) subject to the limitations of Section
      2.1(b), and thereafter to use its best efforts to cause the registration
      statement to be declared effective as soon as practicable.

            (b) If the Investors initiating the registration request hereunder
(the "Initiating Holders") intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to Section 2.1(a)(i) and the
Company shall include such information in the written notice referred to in
Section 2.1(a). The managing underwriter will be selected by a majority in
interest of the Initiating Holders and shall be reasonably acceptable to the
Company. In such event, the right of any Investor to include its Registrable
Securities in such registration shall be conditioned upon such Investor's
participation in such underwriting and the inclusion of such

                                       4



Investor's Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders, such Investor and
the Company) to the extent provided herein.

            (c) The Company may not cause any other registration of securities
for sale for its own account (other than a registration effected solely to
implement an employee benefit plan or a transaction to which Rule 145 of the
Securities Act is applicable) to become effective within one hundred eighty
(180) days following the effective date of a Qualified Public Offering and
ninety (90) days following the effective date of any registration required
pursuant to this Section 2.

            (d) Notwithstanding the foregoing, if the Company shall furnish to
Investors requesting a registration statement pursuant to this Section 2.1 a
certificate signed by the Chief Executive Officer of the Company stating that in
the good faith judgment of the Board of Directors it would be materially
detrimental to the Company and its stockholders for such registration statement
to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period of not more than ninety (90) days after
receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than once in any twelve (12) month
period.

            (e) Notwithstanding any other provisions of this Section 2 to the
contrary, if the Company is advised in writing in good faith by any managing
underwriter of the Company's securities being offered in an underwritten public
offering pursuant to such registration statement that the amount to be sold by
persons other than the Company (collectively, "Selling Stockholders") is greater
than the amount which can be offered without adversely affecting the offering,
the Company may reduce the amount offered for the accounts of Selling
Stockholders (including such holders of Registrable Securities) to a number
deemed satisfactory by such managing underwriter; and provided that the shares
to be excluded shall be determined in the following order of priority: (i)
first, securities held by any Persons not having any such contractual,
incidental registration rights, (ii) second, securities held by any Persons
having contractual, incidental registration rights pursuant to an agreement that
is not this Agreement or the Existing Agreement, (iii) third, Registrable
Securities issued or issuable in respect of Series A Preferred Stock held by the
Investors (such Registrable Securities to be excluded pro rata based on the
number of such Registrable Securities requested to be registered by each
Investor), (iv) fourth, Registrable Securities issued or issuable in respect of
Series B Preferred Stock and Series C Preferred Stock held by the Investors
(such Registrable Securities to be excluded pro rata based on the number of such
Registrable Securities requested to be registered by each Investor); and (v)
fifth, Existing Agreement Registrable Securities held by parties to the Existing
Agreement; provided, further, that in no event shall the amount of Registrable
Securities of the selling Investors to be included in such offering be reduced
below Twenty Percent (20%) of the total amount of securities to be included in
such offering, except that the number of Registrable Securities to be included
by them in such offering may be reduced below twenty percent (20%) of the total
amount of securities to be included in such offering if any managing underwriter
advises as provided above and no other stockholder's securities are included.

                                       5



            (f) The Company shall not be obligated to effect, or to take any
action to effect, any registration pursuant to this Section 2.1:

                  (i) After the Company has effected two registrations in the
      aggregate pursuant to this Section 2.1 and such registrations have been
      declared or ordered effective; provided, however, that the Company will
      not be deemed to have effected a registration for purposes of this Section
      2.1(f)(i) so long as the Initiating Holders are unable to sell at least
      Thirty Percent (30%) of the Registrable Securities sought to be included
      in such registration statement;

                  (ii) During the period starting with the effective date of,
      and ending on a date one hundred eighty (180) days after the effective
      date of, a registration subject to Section 2.2 hereof or Section 2.2 of
      the Existing Agreement; or

                  (iii) If the Investors propose to dispose of shares of
      Registrable Securities that may be immediately registered on Form S-3
      pursuant to a request made pursuant to Section 2.9 below.

            (g) The parties hereto acknowledge and agree that it is their
intention to provide Hudson Venture Partners, II, L.P. (including its Permitted
Transferees) (collectively, "Hudson") and Greylock XII Limited Partnership
(including its Permitted Transferees) (collectively, "Greylock") with
registration rights substantially equivalent to the aggregate registration
rights of the other Investors party hereto under both this Agreement and the
Existing Agreement and, to the extent Hudson and Greylock are materially
adversely affected by not being a party to the Existing Agreement (including
without limitation Hudson and Greylock failing to achieve such substantially
equivalent aggregate registration rights), the parties hereto further agree to
take all actions reasonably necessary to provide Hudson and Greylock with such
substantially equivalent registration rights, including reallocating (to the
extent necessary) the Registrable Securities entitled to be sold pursuant to any
registration under the Existing Agreement or this Agreement between or among
Hudson, Greylock and the Investors party hereto and party to the Existing
Agreement such that Hudson and Greylock shall be entitled to participate in any
such registration on a pro-rata basis, based upon the number of Registrable
Securities held by Hudson and Greylock as it relates to the total number of
Registrable Securities (under this Agreement and the Existing Agreement) held by
Hudson, Greylock and the Investors party hereto and party to the Existing
Agreement participating in such registration. To the extent the Company delivers
any notice or other information to the investors under the Existing Agreement,
the Company shall, at the same time, provide Hudson and Greylock with a copy of
such notice or other information. Notwithstanding anything in this Agreement to
the contrary, no amendment or waiver of this Section 2.1(g) shall be made or be
effective without the prior written consent of both Hudson and Greylock.

      2.2 Company Registration.

            (a) If the Company at any time proposes to register (including for
this purpose a registration effected by the Company for stockholders other than
the Holders) any of its stock or other securities under the Securities Act in
connection with the public offering of such securities solely for cash (other
than a Qualified Public Offering or a registration statement

                                       6



relating either to the sale of securities to employees of the Company pursuant
to a stock option, stock purchase or similar plan or a SEC Rule 145
transaction), the Company shall, at such time, promptly give each Holder at
least twenty (20) days' written notice of its intention to do so. Upon the
written request of each Holder given within fifteen (15) days after receipt of
such notice by the Holder in accordance with Section 5.7, the Company shall use
its best efforts to cause to be registered under the Securities Act all of the
Registrable Securities that each such Holder has requested to be registered.

            (b) In connection with any offering involving an underwriting of
shares of the Company's capital stock, the Company shall not be required under
this Section 2.2 to include any of the Holders' securities in such underwriting
unless such Holders accept the terms of the underwriting as agreed upon between
the Company and the underwriters selected by the Company (or by other persons
entitled to select the underwriters). If the Company is advised in writing in
good faith by any managing underwriter of the Company's securities being offered
in an underwritten public offering pursuant to such registration statement that
the amount to be sold by Selling Stockholders is greater than the amount which
can be offered without adversely affecting the offering, the Company may reduce
the amount offered for the accounts of Selling Stockholders (including such
Holders of Registrable Securities) to a number deemed satisfactory by such
managing underwriter; provided that the shares to be excluded shall be
determined in the following order of priority: (i) first, securities held by any
Persons not having any such contractual, incidental registration rights, (ii)
second, securities held by any Persons having contractual, incidental
registration rights pursuant to an agreement that is not this Agreement or the
Existing Agreement, (iii) third, Registrable Securities issued or issuable in
respect of Series A Preferred Stock held by the Investors (such Registrable
Securities to be excluded pro rata based on the number of such Registrable
Securities requested to be registered by each Investor), (iv) fourth,
Registrable Securities issued or issuable in respect of Series B Preferred Stock
and Series C Preferred Stock held by the Investors (such Registrable Securities
to be excluded pro rata based on the number of such Registrable Securities
requested to be registered by each Investor); (v) fifth, Existing Agreement
Registrable Securities held by parties to the Existing Agreement; and (vi)
sixth, securities to be registered for the Company's own account.

      2.3 Obligations of the Company. Whenever required under this Section 2 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as possible:

            (a) Prepare and file with the SEC, within ninety (90) days of the
receipt of a request pursuant to Section 2.1 or 2.9, a registration statement on
the appropriate form under the Securities Act with respect to such securities,
which form shall comply in all material respects with the requirements of the
SEC, and use its best efforts to cause such registration statement to become and
remain effective until the completion of the proposed offering (but for no more
than one hundred twenty (120) days); provided, however, that (i) such one
hundred twenty (120) day period shall be extended for a period of time equal to
the period the Holder refrains from selling any securities included in such
registration at the request of an underwriter of Common Stock (or other
securities) of the Company; and (ii) in the case of any registration of
Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such one hundred twenty (120) day period shall be
extended, if necessary, to keep the registration statement effective until all
such Registrable Securities are sold, provided that Rule

                                       7



415, or any successor rule under the Securities Act, permits an offering on a
continuous or delayed basis, and provided further that applicable rules under
the Securities Act governing the obligation to file a post-effective amendment
permit, in lieu of filing a post-effective amendment which (I) includes any
prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration statement, the incorporation by reference of
information required to be included in (I) and (II) above to be contained in
periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the
registration statement;

            (b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all of the
securities covered by such registration statement;

            (c) Furnish to the selling Holders and the underwriters, if any,
such numbers of copies of such registration statement, any amendments thereto,
any documents incorporated by reference therein, the prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the sale or other disposition of the securities owned by them;

            (d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the selling
Holders and do any and all other acts and things that may be necessary under
such securities and blue sky laws to enable such selling Holders to consummate
the sale or other disposition of the securities owned by them; provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, unless the Company is already subject to
service in such jurisdiction and except as may be required by the Securities
Act;

            (e) Within a reasonable time before each filing of the registration
statement or prospectus or amendments or supplements thereto with the SEC,
furnish to the Selling Holders' Counsel copies of such documents proposed to be
filed;

            (f) Promptly notify each selling Holder of Registrable Securities,
the Selling Holders' Counsel and any underwriter and (if requested by any such
Person) confirm such notice in writing, of the happening of any event which
makes any statement made in the registration statement or related prospectus
untrue or which requires the making of any changes in such registration
statement or prospectus so that they will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein in the light of the circumstances
under which they were made not misleading; and, as promptly as practicable
thereafter, prepare and file with the SEC and furnish a supplement or amendment
to such prospectus so that, as thereafter deliverable to the purchasers of such
Registrable Securities, such prospectus will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;

                                       8



            (g) Use its commercial best efforts to prevent the issuance of any
order suspending the effectiveness of a registration statement and, if one is
issued, use its commercial best efforts to obtain the withdrawal of any order
suspending the effectiveness of a registration statement at the earliest
possible moment;

            (h) If requested by the managing underwriter or underwriters (if
any), any selling Holder, or the Selling Holders' Counsel, promptly incorporate
in a prospectus supplement or post-effective amendment such information as such
Person requests to be included therein with respect to the selling Holder or the
securities being sold by such Holder, including, without limitation, with
respect to the securities being sold by such selling Holder to such underwriter
or underwriters, the purchase price being paid therefor by such underwriter or
underwriters and with respect to any other terms of an underwritten offering of
the securities to be sold in such offering, and promptly make all required
filings of such prospectus supplement or post-effective amendment;

            (i) Make available to each selling Holder, any underwriter
participating in any disposition pursuant to a registration statement, and any
attorney, accountant or other agent or representative retained by any such
selling Holder or underwriter (collectively, the "Inspectors"), upon request,
all financial and other records, pertinent corporate documents and properties of
the Company (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such registration statement
subject, in each case, to such confidentiality agreements as the Company shall
reasonably request;

            (j) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter or underwriters of such offering;

            (k) Cause all such Registrable Securities registered pursuant to
such registration statement to be listed on each securities exchange or quoted
on the quotation system on which the Common Stock is then listed or quoted (or
if the Common Stock is not yet listed or quoted, then on such exchange or
quotation system as the selling Holders and the Company shall mutually agree);

            (l) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;

            (m) Furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 2, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 2, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and (ii) a letter dated

                                       9



such date, from the independent certified public accountants of the Company, in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters, if any;

            (n) Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC and make generally available to its security
holders, in each case as soon as practicable, but not later than 45 days after
the close of the period covered thereby, an earnings statement of the Company
which will satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any comparable successor provisions); and

            (o) Otherwise cooperate with the underwriter(s), the SEC and other
regulatory agencies and take all reasonable actions and execute and deliver or
cause to be executed and delivered all documents reasonably necessary to effect
the registration of any securities under this Agreement.

      2.4 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall reasonably be required to effect the registration of such Holder's
Registrable Securities.

      2.5 Expenses of Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 2.1, Section 2.2 (which right may be assigned
as provided in Section 2.10) or Section 2.9, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company (which counsel shall be reasonably
acceptable to the Investors) and the reasonable fees and disbursements of the
Selling Holders' Counsel shall be borne by the Company.

      2.6 Damages. The Company recognizes and agrees that each holder of
Registrable Securities will not have an adequate remedy if the Company fails to
comply with the terms and provisions of this Agreement and that damages will not
be readily ascertainable, and the Company expressly agrees that, in the event of
such failure, it shall not oppose an application by any holder of Registrable
Securities or any other Person entitled to the benefits of this Agreement
requiring specific performance of any and all provisions hereof or enjoining the
Company from continuing to commit any such breach of this Agreement.

      2.7 Indemnification. In the event any Registrable Securities are included
in a registration statement under this Section 2:

            (a) The Company shall indemnify and hold harmless each selling
Holder, each underwriter (as defined in the Securities Act) and each Person who
participates in the offering of securities under such registration statement,
and each other Person, if any, who controls (within the meaning of the
Securities Act) such seller, underwriter or participating Person (individually
and collectively, the "Indemnified Person"), against any losses, claims, damages
or liabilities (joint or several) to which they may become subject under the
Securities

                                       10



Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (joint or several), or actions in respect thereof, arise
out of or are based upon: (i) any untrue statement or alleged untrue statement
of a material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the 1934 Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the 1934 Act or any
state securities law, and the Company shall pay to each such Indemnified Person,
as incurred, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the Company shall not be liable to
any Indemnified Person in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission in
such registration statement, preliminary or final prospectus, or amendment or
supplement thereto in reliance upon and in conformity with written information
furnished to the Company by such Person expressly for use therein.

            (b) Each selling Holder of Registrable Securities included in such
registration being effected shall indemnify and hold harmless the Company, each
of its directors, each of its officers who has signed the registration
statement, each of its agents, each underwriter, any other Holder selling
securities in such registration statement and any Person who controls (within
the meaning of the Securities Act) the Company, such underwriter or such Holder
(individually or collectively, also the "Indemnified Person"), against any
losses, claims, damages, or liabilities (joint or several), or actions in
respect thereof, to which they may become subject, under the Securities Act or
any other statute or at common law, which arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained, on
the effective date thereof, in any registration statement under which securities
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or (ii)
any omission or alleged omission by such selling Holder to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading under the circumstances in which such statements were
made, in the case of (i) and (ii) to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement, preliminary or final
prospectus, amendment or supplement thereto in reliance upon and in conformity
with information furnished in writing to the Company by such selling Holder
specifically for use therein, and such selling Holder shall reimburse, as
incurred, any Indemnified Person for any legal fees incurred in investigating or
defending any such liability; provided, however, that such selling Holder's
obligations hereunder shall be limited to an amount equal to the proceeds (net
of underwriting discounts, commissions and expenses) to such selling Holder of
the securities sold in any such registration; and provided further, that no
selling Holder shall be required to indemnify any Person against any liability
arising from any untrue or misleading statement or omission contained in any
preliminary prospectus if such deficiency is corrected in the final prospectus
or for any liability which arises out of the failure of any Person to deliver a
prospectus as required by the Securities Act.

                                       11



            (c) Promptly after receipt by an indemnified party under this
Section 2.7 of a complaint, claim or notice of the commencement of any liability
or action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 2.7, promptly notify the indemnifying party of such complaint, claim,
notice or action, and such indemnifying party shall have the right to
investigate and assume the defense thereof with counsel selected by the
indemnifying party and reasonably satisfactory to the indemnified party;
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the reasonable fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflicts of interest between such
indemnified party and any other party represented by such counsel in such
proceeding. The Person claiming indemnification shall have the right to employ
separate counsel in any such action and to participate in the defense thereof
but the fees and the expenses of such counsel shall not be at the expense of the
Person against whom indemnification is sought (unless the indemnifying party
fails to promptly defend, in which case the reasonable fees and expenses of such
separate counsel shall be borne by the Person against whom indemnification is
sought). The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party for any losses,
claims, damages or liabilities for which indemnification would otherwise be
available under this Section 2.7, but the omission to so deliver written notice
to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.7. In no event
shall a Person against whom indemnification is sought be obligated to indemnify
any Person for any settlement of any claim or action effected without the
indemnifying Person's prior written consent which shall not be unreasonably
withheld.

            (d) If the indemnification provided for in this Section 2.7 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
(i) in such proportion as is appropriate to reflect the relative fault of the
Company, the selling Holders of Registrable Securities, the other Selling
Stockholders and the underwriters in connection with the statements or omissions
which resulted in such losses, claims, damages, expenses or liabilities or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative fault
referred to in clause (i) above but also the relative benefits received by the
Company, the selling Holders of Registrable Securities, the other Selling
Stockholders and the underwriters from the offering of Registrable Securities,
as well as any other relevant equitable considerations. The relative benefits
received by the Company, the selling Holders of Registrable Securities, the
other Selling Stockholders and the underwriters shall be deemed to be in the
same respective proportions that the proceeds or commissions from the offering
received by the Company, the selling Holders of Registrable Securities, the
other Selling Stockholders and the underwriters, in each case as set forth in
the table on the cover page of the applicable prospectus, bear to the aggregate
public offering price of the Registrable Securities. The relative fault of the
Company, the selling Holders of Registrable Securities, the other Selling
Stockholders and the underwriters shall be determined

                                       12



by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, the selling
Holders of Registrable Securities, the other Selling Stockholders or the
underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

            The Company and the selling Holders of Registrable Securities agree
that it would not be just and equitable if contribution pursuant to this Section
2.7 were determined solely by pro rata or per capita allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. In no event, however, shall
a selling Holder be required to contribute any amount under this Section 2.7 in
excess of the proceeds (net of underwriting discounts, commissions and expenses)
received by such selling Holder from its sale of Registrable Securities under
such registration statement. No person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not found guilty of
such fraudulent misrepresentation.

            (e) The obligations of the Company and selling Holders under this
Section 2.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 2 and the termination
of this Agreement.

      2.8 Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefits of Rule 144 promulgated under the
Securities Act (and any successor rule) ("SEC Rule 144") and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration on
Form S-3, the Company agrees to:

            (a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times after ninety (90) days
after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public, and take all
reasonable action as may be required as a condition to the availability of SEC
Rule 144;

            (b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the first registration statement filed by the Company for the offering of
its securities to the general public is declared effective, and to maintain such
status;

            (c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act and
make such other filings and take such other actions required of the issuer to
effect sales of Registrable Securities in reliance upon SEC Rule 144;

            (d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the

                                       13



effective date of the first registration statement filed by the Company), the
Securities Act and the 1934 Act (at any time after it has become subject to such
reporting requirements), or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation
of the SEC which permits the selling of any such securities without registration
or pursuant to such form; and

            (e) facilitate and expedite transfers of Registrable Securities
pursuant to SEC Rule 144, including providing timely notice to its transfer
agent to expedite such transfers.

      2.9 Form S-3 Registration. After the initial public offering of its
securities registered under the Securities Act, the Company shall use its
commercially reasonable efforts to qualify and remain qualified to register
securities on Form S-3 (or any successor form) under the Securities Act. In case
the Company shall receive from any Investor or Investors (as defined herein or
in the Existing Agreement) a written request or requests that the Company effect
a registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities held by such Investor or
Investors, the Company will:

            (a) promptly give at least twenty (20) days' written notice of the
proposed registration, and any related qualification or compliance, to all other
Holders; and

            (b) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of the Investor's or
Investors' Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder or
Holders (as defined herein or in the Existing Agreement) joining in such request
as are specified in a written request given within fifteen (15) days after
receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration, qualification or
compliance, pursuant to this Section 2.9: (1) if Form S-3 is not available for
such offering by the Investors; (2) if the Investors, together with the holders
of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public of less than One Million Dollars
($1,000,000); (3) if the Company shall furnish to the Investors a certificate
signed by the Chief Executive Officer of the Company stating that in the good
faith judgment of the Board of Directors, it would be materially detrimental to
the Company and its stockholders for such Form S-3 Registration to be effected
at such time, in which event the Company shall have the right to defer the
filing of the Form S-3 registration statement for a period of not more than
ninety (90) days after receipt of the request of Holders under this Section 2.9;
provided, however, that the Company shall not utilize this right more than once
in any twelve (12) month period; (4) if the Company has, within the twelve (12)
month period preceding the date of such request, already effected in the
aggregate two (2) registrations on Form S-3 for the Investors pursuant to this
Section 2.9 and/or for the Investors as defined in, and pursuant to Section 2.9
of, the Existing Agreement; (5) if the Company has already effected in the
aggregate a total of four (4) registrations on Form S-3 for Investors pursuant
to this Section 2.9 and/or for the Investors as defined in, and pursuant to
Section 2.9 of, the Existing Agreement; (6) if, at the time of its written
request pursuant to this Section 2.9, Investors

                                       14



beneficially own less than Twenty Percent (20%) of the aggregate Registrable
Securities beneficially owned by them as of the Second Closing, or if there is
no Second Closing, as of the date hereof (as adjusted for stock dividends,
combinations, splits, recapitalizations and the like); or (7) in any particular
jurisdiction in which the Company would be required to qualify to do business or
to execute a general consent to service of process in effecting such
registration, qualification or compliance.

            (c) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Investors. Registrations effected pursuant to this Section 2.9 shall not
be counted as demands for registration or registrations effected pursuant to
Sections 2.1 or 2.2, respectively.

      2.10 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 2 may be assigned (but
only with all related obligations) by a Holder to a Permitted Transferee of such
Registrable Securities, provided that: (a) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and (b) such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of this
Agreement, including without limitation the provisions of Section 2.12 below.

      2.11 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Investors holding a majority of the outstanding Registrable Securities
held by the Investors, (a) allow purchasers of the Company's securities to
become a party to this Agreement, except as contemplated by Section 5.9 below,
or (b) grant any other registration rights to any third parties other than
subordinate piggyback registration rights.

      2.12 "Market Stand-Off" Agreement. Each Investor hereby agrees that,
during the ninety (90) day period following the date of the first sale to the
public pursuant to a registration statement of the Company filed under the
Securities Act, it shall not, to the extent requested by the Company and the
underwriter of such registration, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of (other than to donees who
agree to be similarly bound) any securities of the Company held by it at any
time during such period except Common Stock included in such registration;
provided, however, that:

            (a) such agreement shall be applicable only (i) to the first such
registration statement of the Company which covers Common Stock to be sold on
its behalf to the public in an underwritten offering; and (ii) so long as the
Investors continue to own Twenty Percent (20%) or more of the outstanding equity
securities of the Company, to any subsequent registration statement of the
Company which covers Common Stock to be sold on its behalf to the public in an
underwritten offering;

                                       15



            (b) officers and directors of the Company, all holders of more than
Five Percent (5%) of the outstanding capital stock of the Company, and all other
persons with registration rights (whether or not pursuant to this Agreement)
enter into similar agreements; and

            (c) such market stand-off time period shall not exceed ninety (90)
days.

      In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of the
Investors (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period. Notwithstanding the
foregoing, the obligations described in this Section 2.12 shall not apply to a
registration relating solely to employee benefit plans on Form S-8 or similar
forms which may be promulgated in the future, or a registration relating solely
to a SEC Rule 145 transaction on Form S-4 or similar forms which may be
promulgated in the future.

      2.13 Obligations of the Holders. All selling Holders proposing to
distribute their securities through an underwritten offering shall (together
with the Company as provided in Section 2.3(j)) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting. All selling Holders proposing to distribute their securities
through an offering pursuant to this Section 2 shall enter into such agreements
and shall execute such other documents in customary form as may reasonably be
requested by the Company or, in the event of an underwritten offering, by any
managing underwriter.

      3. COVENANTS OF THE COMPANY.

      The Company agrees for the benefit of the Investors that it shall comply
with the following covenants, provided that the covenants set forth in Section
3.2 shall not be in effect during any period in which the Company is subject to
the periodic reporting obligations set forth in Section 13(a) or Section 15(d)
of the 1934 Act and that all of the covenants set forth in this Section 3 shall
terminate as of the closing of (a) a Qualified Public Offering or (b) a sale of
all or substantially all of the assets or business of the Company, whether by
merger, sale of assets, change of voting control, or otherwise, or on the date
specified by written consent of the holders of Fifty and One-Tenth percent
(50.1%) of the voting power of all then-outstanding shares of Series B Preferred
Stock and Series C Preferred Stock (voting together as a single class).

      3.1 Pre-emptive Rights. So long as any shares of Preferred Stock are
outstanding, the Company hereby grants the Holders certain pre-emptive rights
with respect to future sales of equity securities by the Company. The Company
agrees that it will not sell or issue any shares of, or securities convertible
into or exercisable for any shares of, any class of its capital stock
("Securities"), unless the Company shall first submit a written offering of all
such Securities to the Holders in accordance with the following provisions:

            (1) The Company shall deliver a notice ("Offer Notice") to each
Holder stating (i) that the Company is offering such Securities, (ii) the number
of such Securities to be offered, and (iii) the price and material terms, if
any, upon which it proposes to offer such Securities, and offering the Holders
the opportunity to purchase its Pro Rata Share of the Securities on terms and
conditions, including price, not less favorable than those on which the Company
proposes to sell such Securities to a third party or parties.

                                       16



            (2) Within ten (10) days after the date of the Offer Notice, each
Holder may elect to purchase or obtain, at the price and on the terms and
conditions specified in the Offer Notice, up to its Pro Rata Share of such
Securities. Within ten (10) days after expiration of such period, the Company
shall provide written notice (an "Undersubscription Notice") to each Holder who
elected to purchase all the Securities available to it pursuant to the preceding
sentence (each a "Fully Exercising Stockholder") of all other Holders' failure
to do likewise and offering the unsubscribed shares to the Fully Exercising
Stockholder in accordance with this Section 3.1(2). Within ten (10) days after
the Undersubscription Notice (the "Second Subscription Period"), each Fully
Exercising Stockholder shall notify the Company in writing if it wishes to
obtain that portion of the Securities not subscribed for by the other Holder
which is equal to the proportion that the number of Shares held by such Fully
Exercising Stockholder as of the date of the Offer Notice bears to the total
number of Shares held by all Fully Exercising Stockholders who wish to purchase
some of the unsubscribed Securities. Each Holder acknowledges and agrees that
any failure to notify the Company within the applicable time periods specified
above shall be deemed a waiver of such Holder's rights to participate in the
applicable offering.

            (3) If the Holders do not elect to purchase all Securities referred
to in the Offer Notice at the end of the Second Subscription Period, the Company
may, during the ninety (90) day period following the Second Subscription Period,
offer the remaining unsubscribed portion of such Securities to any person or
persons at a price not less than, and upon terms and conditions no more
favorable to the offeree than those specified in the Offer Notice. If the
Company does not enter into an agreement for the sale of the Securities within
such period, or if such agreement is not consummated within three (3) months of
the execution thereof, the right provided hereunder shall be deemed to be
revived and such Shares shall not be offered unless first re-offered to the
Holders in accordance herewith.

            (4) The pre-emptive rights in this Section 3.1 shall not be
applicable (i) to the issuance of up to 4,311,041 shares of Common Stock
(including the grant of options therefor and the issuance or sale of shares or
grants prior to the date hereof) to officers, directors, employees, advisors and
consultants of the Company pursuant to the Company's 1999 Stock Option/Stock
Issuance Plan (the "Stock Plan") or any other stock or option plan approved by
the unanimous consent of the Compensation Committee of the Company's Board of
Directors, or such greater number of shares as is approved by the Company's
Board of Directors (including at least a majority of the Investors' Nominees),
(ii) with respect to, or after consummation of, a Qualified Public Offering,
(iii) to the issuance of securities pursuant to the conversion or exercise of
convertible or exercisable securities outstanding on the date hereof, (iv) to
the issuance of not more than 691,552 shares of Common Stock (or an equivalent
amount of securities convertible or exercisable to or for Common Stock), in the
aggregate (as adjusted for stock splits, stock dividends, stock combinations and
similar events), to financial institutions or lessors in connection with
obtaining commercial credit, equipment financings or similar transactions, (v)
to the issuance of securities as consideration in a bona fide acquisition of or
by the Company, whether by merger, consolidation, sale of assets, sale or
exchange of stock or otherwise, unanimously approved by the Board of Directors,
or (vi) to the issuance of up to 164,302 shares of Series C Preferred Stock at
the Second Closing (as defined in the Purchase Agreement).

                                       17



      3.2 Delivery of Financial Statements. The Company will maintain a
comparative system of accounts in accordance with generally accepted accounting
principles, keep full and complete financial records and furnish to the
Investors the following reports:

            (a) as soon as available and within ninety (90) days after the end
of each fiscal year commencing with the year ending December 31, 2005, a copy of
the balance sheet of the Company as of the end of such year, together with
statements of income and retained earnings and cash flow of the Company for such
year, audited and reported on by independent public accountants of recognized
national standing reasonably satisfactory to the Board of Directors, prepared in
accordance with generally accepted accounting principles and practices
consistently applied;

            (b) as soon as available and in any event within forty-five (45)
days after the end of each quarter of each fiscal year commencing with the
quarter ending March 31, 2006, a copy of the balance sheet of the Company as of
the end of such quarter, together with statements of income and retained
earnings and cash flow of the Company for the period commencing at the end of
the previous fiscal quarter and ending with the end of such fiscal quarter, such
balance sheets, statements of income and retained earnings and cash flows
setting forth in comparative form the corresponding figures for the
corresponding fiscal period in the prior fiscal year, all in reasonable detail
and certified (subject to year-end audit adjustments) by the chief financial
officer of the Company as having been prepared in a manner consistent with
generally accepted accounting principles and practices consistently applied; and

            (c) as soon as available and in any event within thirty (30) days
after the end of each month commencing with the month ending April 30, 2006, an
unaudited balance sheet of the Company as of the end of such month and unaudited
statements of income and retained earnings and cash flow for the Company for
such month; and

            (d) such other information relating to the financial condition,
business, prospects or results of operations as the Investors may reasonably
request, including, without limitation, certificates of the principal financial
officer of the Company concerning compliance with the covenants of the Company
under this Section 3.2.

      3.3 Budget and Operating Forecast; Inspection.

            (a) The Company will prepare and submit to the Board of Directors a
budget for the Company for each fiscal year of the Company at least thirty (30)
days prior to the beginning of such fiscal year. The budget shall be accepted as
the budget for such fiscal year when it has been approved by a majority of the
Board of Directors and, thereupon, a copy of such budget promptly shall be sent
to each Investor. The Company shall review the budget periodically and shall
advise the Board of Directors and the Investors of all material changes therein
and all material deviations therefrom.

            (b) The Company will, upon reasonable prior notice to the Company,
permit authorized representatives (including, without limitation, accountants
and legal counsel) of any Investor, at the Investor's expense, to visit and
inspect any of the properties of the Company, including its books of account
(and to make copies thereof and take extracts

                                       18



therefrom), and to discuss its affairs, finances and accounts with its officers,
administrative employees and independent accountants, all at such reasonable
times during normal business hours and as often as may be reasonably requested
by any Investor; provided, that in the event any person exercising such
inspection rights shall be someone other than an Investors' Nominee or a
director designated by the Investors, the Company may, as a condition to the
exercise of such visitation or inspection rights, require such person to execute
a standard form non-disclosure agreement in form and substance satisfactory to
the Company.

      3.4 Board of Directors; Meetings; Indemnification. The Company will ensure
that meetings of its Board of Directors are held at least six (6) times each
year at intervals of not more than two (2) months. The Company shall reimburse
each Investors' Nominee for reasonable travel expenses incurred in connection
with attending meetings or other functions of the Board of Directors and for the
Investors' Nominees' reasonable out-of-pocket costs associated with any other
work performed at the request of, and on behalf of, the Company. The Charter and
By-laws of the Company will in respect of all times during which any Investors'
Nominee serves as a director of the Company provide for exculpation and
indemnification of the directors and limitations on the liability of the
directors to the fullest extent permitted under applicable state law. The
Company shall maintain directors and officers' liability insurance coverage in
such form and amount from such insurance carrier as shall be reasonably
satisfactory to the Investors, and shall use its best efforts to obtain, prior
to an initial public offering of the Company's securities, additional directors
and officers' liability insurance coverage to include claims under the
Securities Act and the 1934 Act.

      3.5 Observation. For a period of two years following the date of this
Agreement, the Company will permit each of Hudson Venture Partners II, L.P. and
Longworth Venture Partners, L.P., or any authorized representative thereof, for
as long as they shall hold any Preferred Stock, to attend all meetings of the
Board of Directors of the Company, and shall provide such person with such
notice and other information with respect to such meetings as are delivered to
the directors of the Company. Notwithstanding the foregoing, the Company (i) may
condition the right of any such person to attend meetings of the Board of
Directors and receive notice and other information with respect to such meetings
on the execution of a confidentiality agreement reasonably acceptable to the
Company, and (ii) may prevent such person from attending a Board of Directors
meeting (or portion thereof) or receiving certain information with respect
thereto if the Company believes, after consultation with counsel, that it is
necessary to do so to ensure preservation of the attorney-client privilege.

      3.6 Composition of Board Committees. The Company agrees to cause the Board
of Directors to maintain a Compensation Committee (which shall be charged with
exclusive authority over all compensation matters with respect to the senior
management of the Company and shall, together with the Chief Executive Officer,
serve as the administering committee under the Stock Plan) and an Audit
Committee (which shall be charged with reviewing the Company's financial
statements and accounting practices). Each such committee shall consist of
non-management directors. Each of Morgan Stanley Dean Witter Venture Partners
IV, L.P., Commonwealth Capital Ventures II L.P. and Greylock XII Limited
Partnership shall be entitled to nominate at least one (1) representative to
each such committee and to any other committee formed by the Company.

                                       19



      3.7 Positive Covenants. So long as any shares of the Series B Preferred
Stock or Series C Preferred Stock are outstanding, the Company agrees, for the
benefit of the holders of the Company's Series B Preferred Stock and Series C
Preferred Stock, as follows:

            (a) The Company will continue to engage principally in the business
now conducted by the Company or a business or businesses substantially similar
thereto. The Company will keep in full force and effect its corporate existence
and all Intellectual Property Rights useful in its business (except such rights
as the Board of Directors has reasonably determined are not material to the
continuing operations of the Company);

            (b) The Company will promptly advise the Investors of any event
which represents or is reasonably likely to result in a material adverse effect
on the Company's business, properties, assets, prospects, results of operations
or financial condition (a "Material Adverse Effect"), and of each suit or
proceeding commenced or threatened against the Company which, if adversely
determined, is reasonably likely to have a Material Adverse Effect, other than
events, developments, suits or proceedings which could reasonably be expected to
equally affect all companies within the same or a similar industry. The Company
will promptly advise the Investors of any adverse developments relating to the
Company's products or services, and any suit or proceeding commenced or
threatened which is related to the Company's products or services which, if
adversely determined, in the reasonable judgment of the Company, is reasonably
likely to have a Material Adverse Effect, other than suits or proceedings which
could reasonably be expected to equally affect all companies within the same or
a similar industry;

            (c) The compensation and other benefit arrangements of any senior
management of the Company shall be adjusted from time to time only by the
Compensation Committee, unless the Compensation Committee determines otherwise;

            (d) All transactions by and between the Company and any officer or
key employee of the Company or persons controlling, controlled by, under common
control with or otherwise affiliated with or members of the families of such
officer or key employee (including compensation matters covered by Section
3.7(c) hereof), shall be conducted on an arm's-length basis, shall be on terms
and conditions no less favorable to the Company than could be obtained from
unrelated persons and shall be approved in advance by a majority of the Board of
Directors after full disclosure of the terms thereof;

            (e) The Company shall maintain in full force and effect its
corporate existence, rights, and franchises and all licenses and other rights to
use patents, processes, licenses, trademarks, trade names, or copyrights owned
or possessed by it or any subsidiary and deemed by the Company to be necessary
to the conduct of its business;

            (f) The Company will retain independent public accountants of
recognized national standing who shall certify the Company's financial
statements at the end of each fiscal year. In the event the services of the
Company's independent public accountants, or any firm of independent public
accountants hereafter employed by the Company are terminated, the Company will
promptly thereafter notify the Investors and will request the firm of
independent public accountants whose services are terminated to deliver to the
Investors a letter from such firm setting forth the reasons for the termination
of their services. In the event of such

                                       20



termination, the Company will promptly thereafter engage another firm of
independent public accountants of recognized national standing. In its notice to
the Investors the Company shall state whether the change of accountants was
recommended or approved by the Board of Directors or any committee thereof;

            (g) The Company will cause each person now or hereafter employed by
it or any subsidiary with access to confidential information to enter into a
proprietary information and inventions agreement substantially in the form
approved by the Board of Directors; and

            (h) The Company will use its best efforts to comply with the
reporting and recordkeeping requirements of Section 1202 of the Internal Revenue
Code of 1986, as amended, any regulations promulgated thereunder and any similar
state laws and regulations, and agrees not to repurchase any stock of the
Company if such repurchase would cause the shares of Common Stock (including the
Common Stock issuable or issued upon conversion of the Preferred Stock),
Preferred Stock and any other equity securities now of hereafter issued by the
Company, together with any options thereon and any other shares of stock issued
or issuable with respect thereto (whether by way of a stock dividend, stock
split or in exchange for or upon conversion of such shares or otherwise in
connection with a combination of shares, recapitalization, merger, consolidation
or other corporate reorganization) not to so qualify as "Qualified Small
Business Stock." The Company further covenants to submit to its stockholders and
to state and federal taxation authorities such form and filings as may be
required to document such compliance, with its franchise or income tax return
for the current income year.

      4. VOTING RESTRICTIONS.

            (a) Each of the Common Holders and Investors agrees to vote all of
its shares of the Company's capital stock having voting power (and any other
shares over which it exercises voting control) in connection with the election
of directors and to take such other actions as are necessary so as to fix the
number of directors at no more than seven (7) and to elect and continue in
office as directors the following:

            (i) one (1) director designated by Morgan Stanley Dean Witter
      Venture Partners IV, L.P. ("MSDWVP"), who shall initially be Patrick
      Gallagher, one (1) director designated by Commonwealth Capital Ventures II
      L.P., who shall initially be Michael T. Fitzgerald, one (1) director
      designated by Greylock XII Limited Partnership, who shall initially be
      William S. Kaiser, and the Chief Executive Officer of the Company; and

            (ii) three (3) outside directors recruited by the Chief Executive
      Officer of the Company, designated by the holders of the Common Stock,
      voting as a separate class, and approved by a majority of the Investors'
      Nominees, two of whom shall initially be John Campbell and Paul Schaut.

            (b) Each Investor and each Common Holder agrees that it shall vote
all of its shares of the Company's Common Stock and Preferred Stock in
connection with the election of directors and to take such other actions as are
necessary so as to elect the outside directors designated pursuant to Section
4(a)(ii) above.

                                       21



            (c) Each of the parties to this Agreement agrees to vote all of its
shares of the Company's capital stock having voting power (and any other shares
over which it exercises voting control) for the removal of any director upon the
request of the party designating such director and for the election to the Board
of Directors of a substitute designated by such party in accordance with the
provisions of this Section 4. Each of the parties to this Agreement further
agrees to vote all of its shares of the Company's capital stock having voting
power (and any other shares over which it exercises voting control) in such
manner as shall be necessary or appropriate to ensure that any vacancy on the
Board of Directors of the Company occurring for any reason shall be filled only
in accordance with the provisions of this Section 4.

            (d) None of the Company, the Common Holders nor the Investors nor
any officer, director, shareholder, employee or agent of such party, if any, by
virtue of such party's execution of this Agreement or by the act of nominating a
nominee or voting for such nominee pursuant to this Section 4, makes any
representation or warranty as to the fitness or competence of the nominee of any
party hereunder to serve on the Board of Directors.

            (e) The provisions of this Section 4 shall terminate upon the
earliest to occur of the following: (i) the closing of a Qualified Public
Offering; (ii) the effective time of the sale of all or substantially all of the
assets of the Company; and (iii) the effective time of the sale of all or
substantially all of the capital stock of the Company, by way of merger or
otherwise (excluding merger the sole purpose of which is to reincorporate the
Company in a different jurisdiction).

      5. MISCELLANEOUS.

      5.1 Survival of Covenants. Each of the parties hereto agrees that each
covenant and agreement made by it in this Agreement or in any certificate,
instrument or other document delivered pursuant to this Agreement is material,
shall be deemed to have been relied upon by the other parties and, except as
provided herein, shall remain operative and in full force and effect after the
date hereof regardless of any investigation. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties hereto and their respective successors and permitted assigns to the
extent contemplated herein.

      5.2 Legend on Securities. The Company and the Investors acknowledge and
agree that the legends substantially as follows, as well as any legend required
pursuant to the Purchase Agreement, shall be typed on each certificate
evidencing any of the securities issued hereunder held at any time by any of the
Common Holders, the Investors or their Permitted Transferees.

      THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A
      PREFERRED INVESTORS' RIGHTS AGREEMENT, AS AMENDED AND IN EFFECT FROM TIME
      TO TIME, INCLUDING THEREIN CERTAIN VOTING AGREEMENTS. COMPLETE AND CORRECT
      COPIES OF THIS AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL
      OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND
      WITHOUT CHARGE.

                                       22



      5.3 Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including the
Permitted Transferees). Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

      5.4 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Delaware, exclusive of the provisions thereof governing
conflicts of laws.

      5.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      5.6 Titles and Subtitles; Gender. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. The use in this Agreement of the
masculine pronoun in reference to a party hereto shall be deemed to include the
feminine member, and vice versa as the context may require.

      5.7 Notices. All notices and other communications provided for herein
shall be in writing and shall be deemed to have been duly given, delivered and
received (i) if delivered personally or (ii) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the recipient (and if
not, then on the next business day), or (iii) if sent by registered or certified
mail (return receipt requested) postage prepaid, or by courier guaranteeing next
day delivery, in each case to the party to whom it is directed at the following
addresses (or at such other address for any party as shall be specified by
notice given in accordance with the provisions hereof, provided that notices of
a change of address shall be effective only upon receipt thereof). Notices
delivered personally shall be effective on the day so delivered, notices sent by
registered or certified mail shall be effective three days after mailing,
notices sent by facsimile shall be effective when receipt is acknowledged, and
notices sent by courier guaranteeing next day delivery shall be effective on the
earlier of the second business day after timely delivery to the courier or the
day of actual delivery by the courier:

            (a) if to the Company, at the mailing address for the Company shown
on the signature pages hereto, Attention: CEO, with a copy to Gesmer Updegrove,
LLP, 40 Broad Street, Boston, Massachusetts 02109 (facsimile: 617-350-6878),
Attention: Thomas H. Durkin, Esq., or such other address designated by the
Company to the Investors and the other parties hereto in writing;

            (b) if to the Investors, to each Investor at the mailing address as
shown on the signature pages hereto, with a copy to Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP, 220 W. 42nd St., 20th Floor| New York, NY
10036, (facsimile: 877-881-3007), Attention: Kenneth R. McVay, Esq. and to
Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston,
Massachusetts 02109, (facsimile: 617-526-5000), Attention: Mark G. Borden, Esq.,
or at such other address designated by an Investor to the Company and the other
Investors in writing.

                                       23



      5.8 Expenses. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.

      5.9 Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the holders of at least Fifty and One
Tenth percent (50.1%) of the Registrable Securities issued or issuable upon
conversion of the Series B Preferred Stock and Series C Preferred Stock held by
all Investors; provided, however, that any amendment to Section 3.5 or Section 4
above that would adversely effect the right of a particular Investor to
designate a board observer or a member of the Board of Directors (including
Greylock, MSDWVP and Commonwealth Capital Ventures II L.P.) shall require the
consent of such Investor. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of any securities purchased
under the Purchase Agreement then outstanding, each future holder of all such
securities, and the Company. Notwithstanding anything in this Agreement to the
contrary, no amendment to or waiver of Section 5.11, 5.12 or 5.13 shall be made
or be effective without the prior written consent of both Hudson and Greylock.
Notwithstanding the foregoing, the Company may amend Schedule A without the
consent of any other party hereto to reflect the addition of parties pursuant to
Section 5.10 below.

      5.10 Additional Parties. Additional parties may be added as Investors
after the date hereof by (i) the execution and delivery of a counterpart to this
Agreement by such additional party, and (ii) the acceptance (by countersigning
and delivery) thereof by the Company, but only if such additional party is an
"Investor" as defined under the Purchase Agreement. In addition, the Company
shall require that any party to which it issues voting securities in the future,
as condition precedent to such issuance, sign an instrument of accession to this
Agreement by which such party agrees to be bound as a "Common Holder" or
"Investor", as applicable, hereunder with respect to the voting obligations
described in Section 4 above; provided, however, securities issued in connection
with an issuance of a type described in Section 3.1(4) above shall not be
subject to the foregoing requirement unless such issuance would result in the
stockholders bound by Section 4 above holding less than a majority of the shares
of any class or series of the Company's voting securities.

      5.11 Potential Conflict with the Existing Agreement. The parties hereto
acknowledge and agree that if any of the rights or benefits contemplated for
Greylock under Section 4 above (relating to Greylock's right to designate one
member to the Company's Board of Directors) are not or cannot be achieved due to
a conflict with the Existing Agreement or the Amended and Restated Stock
Restriction Agreement dated August 9, 2001 among the Company and the parties
named therein (as such agreement may be further amended and in effect from time
to time, the "Existing Stock Restriction Agreement") or due to the fact that the
Existing Agreement or the Existing Stock Restriction Agreement is unable to be
amended to take into account such rights, the parties hereto agree to take all
action reasonably necessary to provide Greylock with such rights, including, if
applicable, adjusting its rights such that Greylock will each achieve the rights
contemplated hereunder.

                                       24



      5.12 Existing Stock Restriction Agreement. The parties hereto agree to
take all actions reasonably necessary to provide Hudson and Greylock with rights
of first refusal and rights of co-sale substantially equivalent to the rights of
the other Investors party both hereto and to the Existing Stock Restriction
Agreement under Section 2.2 and Section 2.3 of the Existing Stock Restriction
Agreement, including, if necessary and to the extent not deemed a violation of
the Existing Stock Restriction Agreement, reallocating the shares of capital
stock purchasable pursuant to such Section 2.2 or entitled to be sold pursuant
to such Section 2.3 between or among Hudson, Greylock and the Investors party
both hereto and to the Existing Stock Restriction Agreement, with respect to
each such party, based on the number of shares of capital stock of the Company
held by such party and the number of shares of capital stock of the Company held
by Hudson, Greylock and the Investors party both hereto and to the Existing
Stock Restriction Agreement participating in such purchase or sale. To the
extent the Company or any other party delivers any notice or other information
to the investors under the Existing Stock Restriction Agreement, the Company or,
in the case of a notice received from another party, such investors shall, at
the same time, provide Hudson and Greylock with a copy of such notice or other
information.

      5.13 Amendments to Existing Agreement and Existing Stock Restriction
Agreement.

            (a) To the extent the parties hereafter amend either the Existing
Agreement or the Existing Stock Restriction Agreement, the parties shall use all
reasonable efforts to cause Hudson and Greylock to become parties to each such
agreement and to provide Hudson and Greylock with all the benefits and rights to
which it would be entitled thereunder as contemplated hereunder (including any
additional rights that may hereafter be granted under either such agreement to
the other Investors as a class).

            (b) Notwithstanding anything else contained in this Agreement, if
for any reason Hudson and Greylock are not able to enjoy all rights and benefits
to which each of them would have been entitled had it been a party to the
Existing Agreement or the Existing Stock Restriction Agreement as an "Investor"
thereunder, then the parties to those agreements that are also parties to this
Agreement shall take all actions reasonably necessary to provide to Hudson and
Greylock such rights and benefits as if they each were a party to such other
agreements.

      5.14 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

      5.15 Aggregation of Stock. All shares of Preferred Stock held or acquired
by affiliated entities or persons shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement.

      5.16 Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties with regard to the subjects
hereof and thereof.

                                       25



      5.17 Consent Under Existing Agreement. By their signatures below, the
Existing Investors hereby consent to the Company's extension of the registration
rights described in this Agreement to the Investors party hereto. Hudson Venture
Partners, II, L.P. and Longworth Venture Partners, L.P. each consents to the
amendment of Section 4 of the Current Agreement and further acknowledges and
agrees that upon effectiveness of this Agreement, each shall no longer have any
right to designate a member of the Company's board of directors, as provided
under Sections 4(b) and 4(a)(i) respectively of the Current Agreement.

                                       26



            IN WITNESS WHEREOF, the parties have caused this Amended and
Restated Investors' Rights Agreement to be duly executed and delivered as of the
date first above written.

                         THE COMPANY:

                              ROVING SOFTWARE INCORPORATED

                              By: /s/ Gail F. Goodman
                                  ------------------------------------------
                                  Name: Gail F. Goodman
                                  Title: President & Chief Executive Officer

                              Address:   Reservoir Place, Suite 329
                                         1601 Trapelo Road
                                         Waltham, MA 02451
                              Facsimile: (781) 472-8101

                         THE INVESTORS:

                              MORGAN STANLEY DEAN WITTER
                              VENTURE PARTNERS IV, L.P.
                              MORGAN STANLEY DEAN WITTER
                              VENTURE INVESTORS IV, L.P.
                              MORGAN STANLEY DEAN WITTER
                              VENTURE OFFSHORE INVESTORS IV, L.P.

                              By: MSDW Venture Partners IV, LLC,
                                  as General Partner of each of the limited
                                  partnerships named above

                              By: MSDW Venture Partners IV, Inc.,
                                  as Member

                              By: /s/ Debra Abramovich
                                  ------------------------------------------
                                  Name:  Debra Abramovich
                                  Title: Executive Director

                              Address:   1585 Broadway
                                         38th Floor
                                         New York, NY  10036
                              Facsimile: (212) 762-8424



                         THE INVESTORS:

                              COMMONWEALTH CAPITAL VENTURES II L.P.
                              CCV II ASSOCIATES L.P.

                              By: Commonwealth Venture Partners II L.P., as
                                  General Partner of each of the limited
                                  partnerships named above

                              By: /s/ Michael T. Fitzgerald
                                  ------------------------------------------
                                  Name:
                                  Title: General Partner

                              Address:   950 Winter Street
                                         Suite 4100
                                         Waltham, MA  02451
                              Facsimile: (781) 890-5554

                              LONGWORTH VENTURE PARTNERS, L.P.

                              By: Longworth Venture Management LLC,
                                  its sole General Partner

                              By: /s/ James J. Savage
                                  ------------------------------------------
                                  Name:  James J. Savage
                                  Title: Manager

                              Address:   1050 Winter Street, Suite 2600
                                         Waltham, MA  02451
                              Facsimile: (781) 663-3619

                              HUDSON VENTURE PARTNERS II, L.P.

                              By: Hudson Ventures II, L.L.C.,
                                  its General Partner

                              By: /s/ Jay N. Goldberg
                                  ------------------------------------------
                                  Name:  Jay N. Goldberg
                                  Title: Senior Managing Director

                              Address:   535 Fifth Avenue, 14th Floor
                                         New York, NY  10017
                              Facsimile: (212) 644-7430



                              GREYLOCK XII LIMITED PARTNERSHIP

                              By: Greylock XII GP LLC, its General Partner

                              By: /s/ Donald A. Sullivan
                                  ------------------------------------------
                                  Name:  Donald A. Sullivan
                                  Title: Administrative Partner

                              Address:   880 Winter Street
                                         Suite 300
                                         Waltham, MA 02451
                              Facsimile: (781) 622-2300

                              GREYLOCK XII-A LIMITED PARTNERSHIP

                              By: Greylock XII GP LLC, its General Partner

                              By: /s/ Donald A. Sullivan
                                  ------------------------------------------
                                 Name:  Donald A. Sullivan
                                  Title: Administrative Partner

                              Address:   880 Winter Street
                                         Suite 300
                                         Waltham, MA 02451
                              Facsimile: (781) 622-2300

                              GREYLOCK XII PRINCIPALS LLC

                              By: Greylock Management Corporation, Sole Member

                              By: /s/ Donald A. Sullivan
                                  ------------------------------------------
                                  Name:  Donald A. Sullivan
                                  Title: Treasurer

                              Address:   880 Winter Street
                                         Suite 300
                                         Waltham, MA 02451
                              Facsimile: (781) 622-2300



                              BANTAM GROUP INC.

                              By: __________________________________________
                                  Name:
                                  Title:

                              Address:   50 Bay Colony Drive
                                         Westwood, MA  02090
                              Facsimile:

                              ______________________________________________
                              K. Tucker Anderson

                              Address:   61 Above All Road
                                         Warren, CT  06754-1710
                              Facsimile:

                              ______________________________________________
                              Frank Argano

                              Address:   3543 Washington Blvd.
                                         Jersey City, NJ  07310
                              Facsimile:

                              ______________________________________________
                              John Beard

                              Address:   Ropes & Gray
                                         One International Place
                                         Boston, MA  02110
                              Facsimile:

                              ______________________________________________
                              Michael Mark

                              Address:   284 Summer Street
                                         Reading, MA  01867
                              Facsimile:



                              ______________________________________________
                              Leon C. Sunstein, Jr.

                              Address:   1617 JFK Blvd., #335
                                         Philadelphia, PA  19103
                              Facsimile:



                              ONE & CO.

                              By: __________________________________________
                                  Name:
                                  Title:

                              Address:   c/o Welch & Forbes
                                         45 School Street
                                         Boston, MA  02108
                              Facsimile:

                              LONGWORTH cAPITAL, LLC

                              By: __________________________________________
                                  Name:
                                  Title:

                              Address:   1050 Winter Street, Suite 2600
                                         Waltham, MA  02451
                              Facsimile:

                              ______________________________________________
                              John Campbell

                              Address:   P.O. Box 74
                                         12 Briarwood Lane
                                         Monument Beach, MA  02553
                              Facsimile:

                              ______________________________________________
                              Barry Coffman

                              Address:   c/o Boldwater Capital
                                         101 Federal Street
                                         Boston, MA  02110
                              Facsimile:



                              Scott G. Coffman Irrevocable Trust

                              By: __________________________________________
                                  Name:
                                  Trustee

                              Address:

                              Facsimile:

                              David R. Coffman Irrevocable Trust

                              By: __________________________________________
                                  Name:
                                  Trustee

                              Address:

                              Facsimile:

                              Alexandra B. Coffman Irrevocable Trust

                              By: __________________________________________
                                  Name:
                                  Trustee

                              Address:

                              Facsimile:

                              ______________________________________________
                              Richard Connolly

                              Address:   c/o Paine Webber
                                         265 Franklin Street
                                         Boston, MA  02110
                              Facsimile:



                              ______________________________________________
                              Michael DelBlasio

                              Address:   59 Park Drive South
                                         Rye, NY  10580
                              Facsimile:

                              ______________________________________________
                              David D. Holbrook

                              Address:   42 Downing Street
                                         New York, NY  10014
                              Facsimile:

                              ______________________________________________
                              Steve Lesser

                              Address:   47 Claypit Hill Road
                                         Wayland, MA  01778
                              Facsimile:

                              ______________________________________________
                              Harold L. Osher

                              Address:   66 Chadwick Street
                                         Portland, ME  04102
                              Facsimile: 207-773-5220

                              ______________________________________________
                              Peggy L. Osher

                              Address:   66 Chadwick Street
                                         Portland, ME  04102
                              Facsimile: 207-773-5220

                              ______________________________________________
                              James Philip

                              Address:   70 Shaw Road
                                         Chestnut Hill, MA  02467
                              Facsimile:



                              ______________________________________________
                              Kermit Stofer

                              Address:   10 Post Office Square, Suite 600
                                         Boston, MA  02109
                              Facsimile:

                              ______________________________________________
                              William Volkmann

                              Address:   69 Hampshire Road
                                         Wellesley, MA  02481
                              Facsimile:



                         OTHER INVESTORS:

                                         _______________________________________
                                         Name:

                                         Address:

                                         Facsimile:



                          THE COMMON HOLDERS:

      Solely with respect to Section 4 hereof

                                           /s/ Gail F. Goodman
                                         -----------------------------------
                                         Gail F. Goodman

                                           /s/ Eric Groves
                                         -----------------------------------
                                         Eric Groves

                                           /s/ Steven Wasserman
                                         -----------------------------------
                                         Steven Wasserman



                                   SCHEDULE A

                                    INVESTORS

Morgan Stanley Dean Witter Venture Partners IV, L.P.

Morgan Stanley Dean Witter Venture Investors IV, L.P.

Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P.

Commonwealth Capital Ventures II L.P.

CCV II Associates L.P.

Longworth Venture Partners, L.P.

Hudson Venture Partners II, L.P.

Greylock XII Limited Partnership

Greylock XII-A Limited Partnership

Greylock XII Principals LLC

Michael Mark

Leon C. Sunstein, Jr.

Frank Argano

Bantam Group Inc.

K. Tucker Andersen

John Beard

One & Co.

Barry Coffman

Scott G. Coffman Irrevocable Trust

David R. Coffman Irrevocable Trust

Alexandra B. Coffman Irrevocable Trust

Michael DelBlasio

William Volkmann

Richard Connolly

Alan Frohman

David D. Holbrook

Peggy Osher

Harold Osher

Longworth Capital, LLC

Steve Lesser

Kermit Stofer



James Philip

John Campbell



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 19th day of May, 2006.

INVESTOR:

John Campbell / Jean Campbell
- --------------------------------------------
           (Name of Investor)

By: /s/ John Campbell /s/ Jean Campbell
    ----------------------------------------
                  (signature)

Name: ______________________________________
Title: _____________________________________

Accepted and agreed to this 19th day of May, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name: STEVEN R. WASSERMAN
Title: VP and CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the ___ day of __________, 2006.

INVESTOR:

           Barry Coffman
- --------------------------------------------
         (Name of Investor)

By: /s/ Barry Coffman
    ----------------------------------------
                  (signature)

Name: ______________________________________
Title: _____________________________________

Accepted and agreed to this ___ day of _________ , 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the ___ day of __________, 2006.

INVESTOR:

    Scott G. Coffman Irrevocable Trust
- --------------------------------------------
            (Name of Investor)

By: /s/ Linda C. Coffman
    ----------------------------------------
                  (signature)

Name:  Linda C. Coffman
Title: Trustee

Accepted and agreed to this 1 day of June, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the ___ day of __________, 2006.

INVESTOR:

       Alexandra Irrevocable Trust
- --------------------------------------------
           (Name of Investor)

By: /s/ Barry Coffman
    ----------------------------------------
                  (signature)

Name:  Barry Coffman
Title: Trustee

Accepted and agreed to this ___ day of _________ , 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the ___ day of __________, 2006.

INVESTOR:

     David A. Coffman Irrevocable Trust
- --------------------------------------------
             (Name of Investor)

By: /s/ Linda C. Coffman
    ----------------------------------------
                  (signature)

Name:  Linda C. Coffman
Title: Trustee

Accepted and agreed to this 1 day of June, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 30 day of May, 2006.

INVESTOR:

            Alan L. Frohman
- --------------------------------------------
           (Name of Investor)

By: /s/ Alan L. Frohman
    ----------------------------------------
                  (signature)

Name: ___________________
Title:  ____________

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 1 day of JUNE, 2006.

INVESTOR:

           David D. Holbrook
- --------------------------------------------
           (Name of Investor)

By: /s/ David D. Holbrook
    ----------------------------------------
                  (signature)

Name:  DAVID D. HOLBROOK
Title: INVESTOR

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 22nd day of May, 2006.

INVESTOR:

         Longworth Capital LLC
- --------------------------------------------
           (Name of Investor)

By: /s/ Paul A. Margolis
    ----------------------------------------
                  (signature)

Name:  Paul A. Margolis
Title: Manager

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the ___ day of __________, 2006.

INVESTOR:

             Michael Mark
- --------------------------------------------
          (Name of Investor)

By: /s/ Michael Mark
    ----------------------------------------
                  (signature)

Name: ______________________________________
Title: _____________________________________

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 14th day of June, 2006.

INVESTOR:

                ONE & CO
- --------------------------------------------
           (Name of Investor)

By: /s/ Benjamin J. Williams, Jr.
    ----------------------------------------
                  (signature)

Name:  Benjamin J. Williams, Jr.
Title: Senior Vice President

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 26th day of May, 2006.

INVESTOR:

             HAROLD L. OSHER
- --------------------------------------------
            (Name of Investor)

By: /s/ Harold L. Osher
    ----------------------------------------
                  (signature)

Name: ______________________________________
Title: _____________________________________

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 26th day of May, 2006.

INVESTOR:

            PEGGY L. OSHER
- --------------------------------------------
          (Name of Investor)

By: /s/ Peggy L. Osher
    ----------------------------------------
                  (signature)

Name: ______________________________________
Title: _____________________________________

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 27 day of May, 2006.

INVESTOR:

____________________________________________
            (Name of Investor)

By: /s/ James H. Philip
    ----------------------------------------
                  (signature)

Name:  James H. Philip
Title: _____________________________________

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 28 day of May, 2006.

INVESTOR:

           William H. Volkmann
- --------------------------------------------
            (Name of Investor)

By: /s/ William H. Volkmann
    ----------------------------------------
                  (signature)

Name: ______________________________________
Title: _____________________________________

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

Name:  STEVEN R. WASSERMAN
Title: VP & CFO



           AMENDED AND RESTATED PREFERRED INVESTORS' RIGHTS AGREEMENT

                           COUNTERPART SIGNATURE PAGE

      Pursuant to Section 1.1(c) of the Amended and Restated Preferred
Investors' Rights Agreement dated May 12, 2006 (the "Agreement") by and among
the Company and the Investors listed on Schedule A thereto and in consideration
of the sale and issuance of shares of the Company's Series C Preferred Stock to
the undersigned, the undersigned hereby agrees to be bound by and to observe all
of the terms and conditions of the Agreement, all of the benefits, restrictions
and obligations of the Agreement shall inure to the undersigned as an Investor
thereunder and the undersigned shall be deemed an Investor for all purposes
thereof. The undersigned hereby authorizes the Company to attach this
counterpart signature page to the Agreement. Capitalized terms used but not
defined herein shell have the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of the 23 day of May, 2006.

INVESTOR:

            Bantam Group Inc.
- --------------------------------------------
           (Name of Investor)

By: /s/ J. J. Caruso
    ----------------------------------------
                  (signature)

                  Name:  J. J. Caruso
                  Title: President

Accepted and agreed to this ___ day of __________, 2006:

ROVING SOFTWARE INCORPORATED

By: /s/ Steven R. Wasserman
    ----------------------------------------
                  (signature)

                  Name:  STEVEN R. WASSERMAN
Title: VP & CFO

EX-10.16

                                                                   EXHIBIT 10.16

                               RESERVOIR PLACE II
                             WALTHAM, MASSACHUSETTS

                                      LEASE

     THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the
Tenant are the parties hereinafter named, and which relates to space in a
certain building (the "Building") known as Reservoir Place II and with an
address at 1601 Trapelo Road, Waltham, Massachusetts.

     The parties to this Indenture of Lease hereby agree with each other as
follows:

                                   ARTICLE I

                                 REFERENCE DATA

1.1 Subjects Referred To:

     Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Article:



DATE OF LEASE:                           July 9, 2002

LANDLORD:                                Boston Properties Limited Partnership,
                                         a Delaware limited partnership; the
                                         general partner of which is Boston
                                         Properties, Inc., a Delaware
                                         corporation

LANDLORD'S ORIGINAL ADDRESS:             c/o Boston Properties, Inc.
                                         111 Huntington Avenue - Suite 300
                                         Boston, Massachusetts 02199-7610

TENANT:                                  Roving Software Incorporated, a
                                         Delaware corporation

TENANT'S ORIGINAL ADDRESS:               117 Kendrick Street, Suite 400
                                         Needham, Massachusetts 02494
                                         Attn:  Gail Goodman

LANDLORD'S CONSTRUCTION REPRESENTATIVE:  Mark Denman

TENANT'S CONSTRUCTION REPRESENTATIVE:    Dmitry Manilov


                                      -1-


OUTSIDE COMPLETION DATE FOR PHASE I      July 22, 2002
CONSTRUCTION:

OUTSIDE COMPLETION DATE FOR PHASE II     September 15, 2002
CONSTRUCTION:

ESTIMATED COMMENCEMENT DATE:             July 12, 2002

RENT COMMENCEMENT DATE:                  The Commencement Date

TERM OR LEASE TERM (SOMETIMES CALLED     Thirty-six (36) calendar months (plus
THE ORIGINAL TERM):                      the partial month, if any,
                                         immediately following the Commencement
                                         Date), unless extended or sooner
                                         terminated as provided in this Lease.

EXTENSION OPTION:                        One (1) period of two (2) years, as
                                         provided in and on the terms set forth
                                         in Section 8.20 hereof.

THE SITE:                                That certain parcel of land located on
                                         Trapelo Road, Waltham, Middlesex
                                         County, Massachusetts, being more
                                         particularly described in Exhibit A
                                         attached hereto.

THE BUILDING:                            The Building known as Reservoir Place
                                         II, and numbered 1601 Trapelo Road,
                                         Waltham, Massachusetts, located on the
                                         site and containing the Total Rentable
                                         Floor Area set forth below.

THE ADDITIONAL BUILDING:                 The other Building known as Reservoir
                                         Place I located on the Site and
                                         containing the Total Rentable Floor
                                         Area set forth below.

THE BUILDINGS:                           The Building and the Additional
                                         Building.

THE COMPLEX:                             The Building and the Additional
                                         Building together with all parking
                                         areas, garage, and structures and the
                                         Site.



                                      -2-


TENANT'S SPACE:                          A portion of the second (2nd) floor of
                                         the Building in accordance with the
                                         floor plan annexed hereto as Exhibit D
                                         and incorporated herein by reference.

NUMBER OF PARKING PRIVILEGES:            Privileges for parking thirty (30)
                                         automobiles, nine (9) of which are
                                         located in the garage below the
                                         Building, and twenty-one (21) of which
                                         will be located on the outdoor surface
                                         lot.

ANNUAL FIXED RENT:                       (a) During the Original Term of this
                                         Lease at the annual rate of Two Hundred
                                         Eight Thousand Seven Hundred Sixty-Four
                                         and 48/100 Dollars ($208,764.48)
                                         (being the product of (i) $24.50 and
                                         (ii) the "Rentable Floor Area of
                                         Tenant's Space" (hereinafter defined in
                                         this Section 1.1). The monthly
                                         installment of annual fixed rent during
                                         the Original Term is $17,397.04.

                                         (b) During the extension option period
                                         (if exercised), as determined pursuant
                                         to Section 8.20.

BASE OPERATING EXPENSES:                 Landlord's Operating Expenses (as
                                         hereinafter defined in Section 2.6) for
                                         calendar year 2002, being January 1,
                                         2002 through December 31, 2002.

BASE TAXES:                              Landlord's Tax Expenses (as hereinafter
                                         defined in Section 2.7) for fiscal tax
                                         year 2003, being July 1, 2002 through
                                         June 30, 2003.

TENANT ELECTRICITY:                      Initially as provided in Section 2.8
                                         subject to adjustment as provided in
                                         Section 2.8.

RENTABLE FLOOR AREA OF TENANT'S SPACE
(SOMETIMES ALSO CALLED RENTABLE FLOOR
AREA OF THE PREMISES):                   8,521 square feet.

TOTAL RENTABLE FLOOR AREA OF THE         368,257 square feet.
BUILDING:

TOTAL RENTABLE FLOOR AREA OF THE         161,734 square feet.
ADDITIONAL BUILDING:



                                      -3-


TOTAL RENTABLE FLOOR AREA OF THE         529,991 square feet.
BUILDINGS:

PERMITTED USE:                           General office purposes, including
                                         development, marketing and sale of
                                         software, software support and
                                         training.

INITIAL MINIMUM LIMITS OF TENANT'S       $3,000,000.00 combined single limit per
COMMERCIAL GENERAL LIABILITY INSURANCE:  occurrence on a per location basis

BROKERS:                                 Insignia/ESG, Inc. and Cushman &
                                         Wakefield

SECURITY DEPOSIT:                        $104,382.24

GUARANTOR:                               None


1.2 Exhibits. There are incorporated as part of this Lease:

EXHIBIT A Description of Site

EXHIBIT B List of Plans for Landlord's Work

EXHIBIT C Landlord's Services

EXHIBIT D Floor Plan

EXHIBIT E Commencement Date Agreement

EXHIBIT F List of Mortgages

1.3 Table of Articles and Sections



                                      -4-


                                TABLE OF CONTENTS

                                                                           
Article I REFERENCE DATA

   1.1    Subjects Referred To  ...........................................    1
   1.2    Exhibits ........................................................    4
   1.3    Table of Articles and Sections ..................................    4

Article II BUILDING, PREMISES, TERM AND RENT

   2.1    The Premises ....................................................    9
   2.2    Rights To Use Common Facilities .................................    9
   2.2.1  Tenant's Parking ................................................   10
   2.3    Landlord's Reservations .........................................   10
   2.4    Habendum ........................................................   10
   2.5    Monthly Fixed Rent Payments .....................................   11
   2.6    Adjustment for Operating Expenses ...............................   11
   2.7    Adjustment for Real Estate Taxes ................................   14
   2.8    Tenant Electricity ..............................................   16

Article III CONDITION OF PREMISES; ALTERATIONS

   3.1    SUBSTANTIAL COMPLETION ..........................................   17
   3.2    OUTSIDE COMPLETION DATE .........................................   19
   3.3    Tenant Alterations and Additions ................................   20

Article IV LANDLORD'S COVENANTS; INTERRUPTIONS AND DELAYS

   4.1    Landlord covenants ..............................................   22
   4.1.1  Services Furnished by Landlord ..................................   22
   4.1.2  Additional Services Available to Tenant .........................   22
   4.1.3  Roof, Exterior Wall, Floor Slab and Common Facility Repairs......   23




                                      -5-


                                                                         
   4.1.4  Door Signs ......................................................   23
   4.2    Interruptions and Delays in Service and Repairs, etc ............   23
   4.3    Landlord's Indemnity ............................................   24

Article V TENANT'S COVENANTS

   5.1    Payments ........................................................   24
   5.2    Repair and Yield Up .............................................   24
   5.3    Use .............................................................   25
   5.4    Obstructions; Items Visible From Exterior; Rules and
               Regulations ................................................   25
   5.5    Safety Appliances; Licenses .....................................   26
   5.6    Assignment; Sublease ............................................   26
   5.7    Indemnity; Insurance ............................................   31
   5.8    Personal Property at Tenant's Risk ..............................   32
   5.9    Right of Entry ..................................................   32
   5.10   Floor Load; Prevention of Vibrations and Noise ..................   33
   5.11   Personal Property Taxes .........................................   33
   5.12   Compliance with Laws ............................................   33
   5.13   Payment of Litigation Expenses ..................................   33

Article VI CASUALTY AND TAKING

   6.1    Fire and Casualty-Termination or Restoration; Rent Adjustment ...   33
   6.2    Uninsured Casualty ..............................................   35
   6.3    Eminent Domain-Termination or Restoration .......................   35
   6.4    Eminent Domain Damages Reserved .................................   36

Article VII DEFAULT

   7.1    Tenant's Default ................................................   37
   7.2    Landlord's Default ..............................................   41




                                      -6-


                                                                         
Article VIII MISCELLANEOUS

   8.1    Extra Hazardous Use .............................................   41
   8.2    Waiver ..........................................................   41
   8.3    Cumulative Remedies .............................................   42
   8.4    Quiet Enjoyment .................................................   42
   8.5    Notice To Mortgagee and Ground Lessor ...........................   43
   8.6    Assignment of Rents .............................................   43
   8.7    Surrender .......................................................   45
   8.8    Brokerage .......................................................   45
   8.9    Invalidity of Particular Provisions .............................   45
   8.10   Provisions Binding; etc .........................................   46
   8.11   Recording .......................................................   46
   8.12   Notices .........................................................   46
   8.13   When Lease Becomes Binding ......................................   47
   8.14   Section Headings ................................................   47
   8.15   Rights of Mortgagee .............................................   47
   8.16   Status Report and Financial Statements ..........................   48
   8.17   Self-Help .......................................................   49
   8.18   Holding Over ....................................................   49
   8.19   Non-Subrogation .................................................   50
   8.20   Extension Option ................................................   50
   8.21   Security Deposit - Letter of Credit .............................   51
   8.22   Late Payment ....................................................   53
   8.23   Governing Law ...................................................   53
   8.24   Additional Rent .................................................   53



                                      -7-


                                                                         
   8.25   Waiver of Trial by Jury .........................................   53




                                      -8-





                                   ARTICLE II

                        BUILDING, PREMISES, TERM AND RENT

2.1  Landlord hereby demises and leases to Tenant, and Tenant hereby hires and
     accepts from Landlord, Tenant's Space in the Building excluding exterior
     faces of exterior walls, the common stairways and stairwells, elevators and
     elevator wells, fan rooms, electric and telephone closets, janitor closets,
     freight elevator vestibules, and pipes, ducts, conduits, wires and
     appurtenant fixtures serving exclusively or in common other parts of the
     Building and if Tenant's Space includes less than the entire rentable area
     of any floor, excluding the common corridors, elevator lobbies and toilets
     located on such floor.

     Tenant's Space with such exclusions is hereinafter sometimes referred to as
     the "Premises". The term "Building" means the Building identified on the
     first page, and which is the subject of this Lease and being one of the two
     (2) Buildings erected on the Site by the Landlord; the term "Site" means
     all, and also any part, of the Land described in Exhibit A, plus any
     additions or reductions thereto resulting from the change of any abutting
     street line and all parking areas and structures. The terms "Property" or
     "Complex" means the two (2) Buildings and the Site.

2.2  Subject to Landlord's right to change or alter any of the following in
     Landlord's discretion as herein provided, Tenant shall have, as appurtenant
     to the Premises, the non-exclusive right to use in common with others, but
     not in a manner or extent that would materially interfere with the normal
     operation and use of the Building as a multi-tenant office building and
     subject to reasonable rules of general applicability to tenants of the
     Building from time to time made by Landlord of which Tenant is given
     notice: (a) the common lobbies, corridors, stairways, and elevators of the
     Building, and the pipes, ducts, shafts, conduits, wires and appurtenant
     meters and equipment serving the Premises in common with others, (b) the
     loading areas serving the Building and the common walkways and driveways
     necessary for access to the Building, and (c) if the Premises include less
     than the entire rentable floor area of any floor, the common toilets,
     corridors and elevator lobby of such floor. Tenant shall have the right,
     during the Term of the Lease, to reserve and use free of charge any and all
     of the eight conference rooms in the Building on a first come first serve
     basis, along with the other tenants of the Building and Landlord shall
     maintain a reservation book for such purposes. Notwithstanding anything to
     the contrary herein, Landlord has no obligation to allow any particular
     telecommunication service provider to have access to the Building or the
     Premises. If Landlord permits such access, Landlord may condition such
     access upon the payment to Landlord by the service provider of fees
     assessed by Landlord in its sole discretion. Landlord approves Verizon
     and/or



                                      -9-


UUNET/Worldcom as Tenant's service provider without assessment of any fees or
charges.

     2.2.1 In addition, Landlord shall provide to Tenant monthly privileges in
           the number specified in Section 1.1 for the parking of automobiles,
           in common with use by other tenants from time to time of the Complex,
           and on a first-come, first-served basis, and Landlord shall not be
           obligated to furnish stalls or spaces on the Site specifically
           designated for Tenant's use. Tenant covenants and agrees that it and
           all persons claiming by, through and under it, shall at all times
           abide by all reasonable rules and regulations promulgated by Landlord
           with respect to the use of the parking areas on the Site. The parking
           privileges granted herein are non-transferable except to a permitted
           assignee or subtenant as provided in Section 5.6 through Section
           5.6.5. Further, Landlord assumes no responsibility whatsoever for
           loss or damage due to fire, theft or otherwise to any automobile(s)
           parked on the Site or to any personal property therein, however
           caused, and Tenant covenants and agrees, upon request from Landlord
           from time to time, to notify its officers, employees, agents and
           invitees of such limitation of liability. Tenant acknowledges and
           agrees that a license only is hereby granted, and no bailment is
           intended or shall be created.

2.3  Landlord reserves the right from time to time, without unreasonable
     interference with Tenant's use: (a) to install, use, maintain, repair,
     replace and relocate for service to the Premises and other parts of the
     Building, or either, pipes, ducts, conduits, wires and appurtenant
     fixtures, wherever located in the Premises or Building, and (b) to alter or
     relocate any other common facility, provided that substitutions are
     substantially equivalent or better. Installations, replacements and
     relocations referred to in clause (a) above shall be located so far as
     practicable in the central core area of the Building, above ceiling
     surfaces, below floor surfaces or within perimeter walls of the Premises.
     Except in the case of emergencies, Landlord agrees to use its best efforts
     to give Tenant reasonable advance notice of any of the foregoing activities
     which require work in the Premises.

2.4  The Term of this Lease shall be the period specified in Section 1.1 hereof
     as the "Lease Term", unless sooner terminated or extended as herein
     provided. The Lease Term hereof shall commence on, and the Commencement
     Date shall be, the later to occur of:

     (a)  The date on which the Phase I Construction is substantially complete,
          as defined in Section 3.1 hereof, (including obtaining a temporary or
          permanent certificate of occupancy from the applicable governmental
          authority, to the extent required by law, for occupancy by Tenant of
          the Premises for the Permitted Use ("Certificate of Occupancy"),
          provided however, that if Landlord obtains a temporary Certificate of
          Occupancy, Landlord shall use due diligence to obtain a permanent
          Certificate of


                                      -10-

Occupancy promptly thereafter), which date is estimated to occur on or about
July 12, 2002; or

     (b)  July 12, 2002.

     As soon as may be convenient after the Commencement Date has been
     determined, Landlord and Tenant agree to join with each other in the
     execution, in the form of Exhibit E hereto, of a written Commencement Date
     Agreement in which the Commencement Date and specified Lease Term of this
     Lease shall be stated. If Tenant shall fail to execute such Agreement, the
     Commencement Date and Lease Term shall be as reasonably determined by
     Landlord in accordance with the terms of this Lease.

2.5  Tenant agrees to pay to Landlord, or as directed by Landlord, at P.O. Box
     3557, Boston, MA 02241-3557 or at such other place as Landlord shall from
     time to time designate by notice, on the Commencement Date (defined in
     Section 1.1 hereof) and thereafter monthly, in advance, on the first day of
     each and every calendar month during the Original Term, a sum equal to one
     twelfth (1/12th) of the Annual Fixed Rent (sometimes hereinafter referred
     to as "fixed rent") and on the first day of each and every calendar month
     during each extension option period (if exercised), a sum equal to one
     twelfth (1/12th) of the annual fixed rent as determined in Section 8.20 for
     the applicable extension option period.

     Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord
     at such rate on a pro rata basis, and, if the Commencement Date is a day
     other than the first day of a calendar month, the first payment which
     Tenant shall make to Landlord shall be a payment equal to a proportionate
     part of such monthly Annual Fixed Rent for the partial month from the
     Commencement Date to the first day of the succeeding calendar month.

     Other charges payable by Tenant on a monthly basis, as hereinafter
     provided, likewise shall be prorated, and the first payment on account
     thereof shall be determined in similar fashion; and other provisions of
     this Lease calling for monthly payments shall be read as incorporating this
     undertaking by Tenant.

     The Annual Fixed Rent and all other charges for which provision is herein
     made shall be paid by Tenant to Landlord, without offset, deduction or
     abatement except as otherwise specifically set forth in this Lease.

2.6  "Landlord's Operating Expenses" means the cost of operation of the Building
     and the Site which shall exclude costs of special services rendered either
     to Tenant or to other tenants for which a separate charge is made and
     capital expenditures, other than the Permitted Capital Expenditures, as
     defined below, but shall include, without limitation, the following:
     premiums for insurance carried with respect to the Building and the Site
     (including, without limitation, liability insurance,


                                      -11-

     insurance against loss in case of fire or casualty and insurance of monthly
     installments of fixed rent and any additional rent which may be due under
     this Lease and other leases of space in the Building for not more than 12
     months in the case of both fixed rent and additional rent and if there be
     any first mortgage of the Property, including such insurance as may be
     required by the holder of such first mortgage); compensation and all fringe
     benefits, workmen's compensation insurance premiums and payroll taxes paid
     to, for or with respect to all persons engaged in the operating,
     maintaining, managing, insuring or cleaning of the Building or Site, water,
     sewer, electric, gas, oil and telephone charges (excluding heating,
     ventilating and air conditioning, electricity and utility charges
     separately chargeable to tenants); cost of building and cleaning supplies
     and equipment; cost of maintenance, cleaning and repairs (other than
     repairs not properly chargeable against income or reimbursed from
     contractors under guarantees); cost of snow removal and care of
     landscaping; payments under service contracts with independent contractors;
     payments by the Landlord to the town in which the Complex is located
     relating to traffic safety, fire safety, and other governmental services
     and programs; management fees at reasonable rates consistent with the type
     of occupancy and the service rendered; and all other reasonable and
     necessary expenses paid in connection with the operation, cleaning,
     management, insuring and maintenance of the Building and the Site and
     properly chargeable against income; provided, however, there shall be
     included (a) depreciation for capital expenditures ("Permitted Capital
     Expenditures") made by Landlord (i) to reduce operating expenses if
     Landlord shall have reasonably determined that the annual reduction in
     operating expenses shall exceed depreciation therefor or (ii) to comply
     with applicable laws, rules, regulations, requirements, statutes,
     ordinances, by-laws and court decisions of all public authorities which are
     now or hereafter in force (herein collectively called "Legal
     Requirements"); plus (b) in the case of both (i) and (ii) an interest
     factor, reasonably determined by Landlord, as being the interest rate then
     charged for long term mortgages by institutional lenders on like properties
     within the locality in which the Building is located; depreciation in the
     case of both (i) and (ii) shall be determined by dividing the original cost
     of such Permitted Capital Expenditure by the number of years of useful life
     of the Permitted Capital Expenditure acquired and the useful life shall be
     reasonably determined by Landlord in accordance with generally accepted
     accounting principles and practices in effect at the time of acquisition of
     the Permitted Capital Expenditure; and further provided, however, if
     Landlord reasonably concludes on the basis of engineering estimates that a
     particular Permitted Capital Expenditure will effect savings in other
     Operating Expenses, including, without limitation, energy related costs,
     and that such projected savings will, on an annual basis ("Projected Annual
     Savings"), exceed the annual depreciation therefor, then and in such event
     the amount of depreciation for such Permitted Capital Expenditure shall be
     increased to an amount equal to the Projected Annual Savings; and in such
     circumstance, the increased depreciation (in the amount of the Projected
     Annual Savings) shall be made for such period of time as it would take to
     fully amortize the cost of the item in question, together



                                      -12-

     with interest thereon at the interest rate as aforesaid in equal monthly
     payments, each in the amount of 1/12th of the Projected Annual Savings,
     with such payment to be applied first to interest and the balance to
     principal. Landlord hereby agrees that there shall be no duplication of
     costs in Landlord's Operating Expenses.

     "Operating Expenses Allocable to the Premises" shall mean (a) the same
     proportion of Landlord's Operating Expenses for and pertaining to the
     Building as the Rentable Floor Area of Tenant's Space bears to the Total
     Rentable Floor Area of the Building plus (b) the same proportion of
     Landlord's Operating Expenses for and pertaining to the Site as the
     Rentable Floor Area of Tenant's Space bears to the Total Rentable Floor
     Area of the Buildings.

     "Base Operating Expenses" is hereinbefore defined in Section 1.1. Base
     Operating Expenses shall not include market-wide cost increases due to
     extraordinary circumstances, including but not limited to, Force Majeure
     (as defined in Section 6.1), boycotts, strikes, conservation surcharges,
     embargoes or shortages.

     "Base Operating Expenses Allocable to the Premises" means (i) the same
     proportion of Base Operating Expenses for and pertaining to the Building as
     the Rentable Floor Area of Tenant's Space bears to the Rentable Floor Area
     of the Building plus (ii) the same proportion of Base Operating Expenses
     for and pertaining to the Site as the Rentable Floor Area of Tenant's Space
     bears to the Rentable Floor Area of the Buildings.

     Beginning with calendar year 2003, if with respect to any calendar year
     falling within the Term, or fraction of a calendar year falling within the
     Term at the beginning or end thereof, the Operating Expenses Allocable to
     the Premises for a full calendar year exceed Base Operating Expenses
     Allocable to the Premises, or for any such fraction of a calendar year
     exceed the corresponding fraction of Base Operating Expenses Allocable to
     the Premises, then Tenant shall pay to Landlord, as Additional Rent, the
     amount of such excess. Such payments shall be made at the times and in the
     manner hereinafter provided in this Section 2.6. The Base Operating
     Expenses Allocable to the Premises do not and the Operating Expenses
     Allocable to the Premises shall not include any costs in respect of
     electricity and HVAC, provision for the payment of which is made in Section
     2.8 of this Lease. Landlord shall provide Tenant with a statement, prepared
     in accordance with the following paragraph, of Base Operating Expenses
     Allocable to the Premises at the same time as operating cost statements for
     such calendar year are provided to other tenants of the Building.

     Not later than one hundred twenty (120) days after the end of the first
     calendar year or fraction thereof ending December 31, 2003 and on December
     31 of each succeeding calendar year during the Term or fraction thereof at
     the end of the Term, Landlord shall render Tenant a statement in reasonable
     detail and according


                                      -13-

     to usual accounting practices certified by a representative of Landlord,
     showing for the preceding calendar year or fraction thereof, as the case
     may be, Landlord's Operating Expenses and Operating Expenses Allocable to
     the Premises. Said statement to be rendered to Tenant shall also show for
     the preceding year or fraction thereof as the case may be the amounts of
     operating expenses already paid by Tenant as additional rent, and the
     amount of operating expenses remaining due from, or overpaid by, Tenant for
     the year or other period covered by the statement. Within thirty (30) days
     after the date of delivery of such statement, Tenant shall pay to Landlord
     the balance of the amounts, if any, required to be paid pursuant to the
     above provisions of this Section 2.6 with respect to the preceding year or
     fraction thereof, or Landlord shall credit any amounts due from it to
     Tenant pursuant to the above provisions of this Section 2.6 against (i)
     monthly installments of fixed rent next thereafter coming due or (ii) any
     sums then due from Tenant to Landlord under this Lease (or refund such
     portion of the overpayment as aforesaid if the Term has ended and Tenant
     has no further obligation to Landlord).

     In addition, commencing as of January, 2003, Tenant shall make payments
     monthly on account of Tenant's share of increases in Landlord's Operating
     Expenses anticipated for the then current year at the time and in the
     fashion herein provided for the payment of Annual Fixed Rent. The amount to
     be paid to Landlord shall be an amount reasonably estimated annually by
     Landlord to be sufficient to cover, in the aggregate, a sum equal to
     Tenant's share of such increases in Landlord's Operating Expenses for each
     calendar year during the Term.

     If the Building is not at least 95% occupied during any calendar year,
     including calendar year 2002, Landlord's Operating Expenses shall be
     determined as if the Building had been 95% occupied during that calendar
     year and Base Operating Expenses shall also be determined as if the
     Building had been 95% occupied. The extrapolation of Landlord's Operating
     Expenses under this Section shall be performed by appropriately adjusting
     the cost of those components of Landlord's Operating Expenses that are
     impacted by changes in the occupancy of the Building.

2.7  If with respect to any full Tax Year or fraction of a Tax Year falling
     within the Term beginning with the July 1, 2003-June 30, 2004 Tax Year,
     Landlord's Tax Expenses Allocable to the Premises as hereinafter defined
     for a full Tax Year exceed Base Taxes Allocable to the Premises, or for any
     such fraction of a Tax Year exceed the corresponding fraction of Base Taxes
     Allocable to the Premises then, on or before the thirtieth (30th) day
     following receipt by Tenant of the certified statement referred to below in
     this Section 2.7, then Tenant shall pay to Landlord, as Additional Rent,
     the amount of such excess. In addition, payments by Tenant on account of
     increases in real estate taxes anticipated for the then current year shall
     be made monthly at the time and in the fashion herein provided



                                      -14-

     for the payment of fixed rent commencing July 1, 2003. The amount so to be
     paid to Landlord shall be an amount reasonably estimated by Landlord to be
     sufficient to provide Landlord, in the aggregate, a sum equal to Tenant's
     share of such increases, at least ten (10) days before the day on which
     such payments by Landlord would become delinquent. Landlord shall provide
     Tenant with a statement, prepared in accordance with the following
     sentence, of Base Taxes Allocable to the Premises at the same time as tax
     statements for such Tax Year are provided to other tenants of the Building.
     Not later than one hundred twenty (120) days after Landlord's Tax Expenses
     Allocable to the Premises are determined for the first such Tax Year or
     fraction thereof and for each succeeding Tax Year or fraction thereof
     during the Term, Landlord shall render Tenant a statement in reasonable
     detail certified by a representative of Landlord showing for the preceding
     year or fraction thereof, as the case may be, real estate taxes on the
     Building and the Site and abatements and refunds of any taxes and
     assessments. Expenditures for legal fees and for other expenses incurred in
     obtaining the tax refund or abatement may be charged against the tax refund
     or abatement before the adjustments are made for the Tax Year. Said
     statement to be rendered to Tenant shall also show for the preceding year
     or fraction thereof as the case may be the amounts of real estate taxes
     already paid by Tenant as Additional Rent, and the amount of real estate
     taxes remaining due from, or overpaid by, Tenant for the year or other
     period covered by the statement. Within thirty (30) days after the date of
     delivery of the foregoing statement, Tenant shall pay to Landlord the
     balance of the amounts, if any, required to be paid pursuant to the above
     provisions of this Section 2.7 with respect to the preceding year or
     fraction thereof, or Landlord shall credit monthly installments of fixed
     rent next thereafter coming due, or refund such overpayment if the Term has
     ended and Tenant has no further obligation to Landlord.

     Terms used herein are defined as follows:

     (i)  "Tax Year" means the twelve-month period beginning July 1 each year
          during the Term or if the appropriate governmental tax fiscal period
          shall begin on any date other than July 1, such other date. If during
          the Lease Term the Tax Year is changed by applicable law to less than
          a full 12-month period, the Base Taxes and Base Taxes Allocable to the
          Premises shall each be proportionately reduced.

     (ii) "Landlord's Tax Expenses Allocable to the Premises" shall mean (a) the
          same proportion of Landlord's Tax Expenses for and pertaining to the
          Building as the Rentable Floor Area of Tenant's Space bears to the
          Total Rentable Floor Area of the Building plus (b) the same proportion
          of Landlord's Tax Expenses for and pertaining to the Site as the
          Rentable Floor Area of Tenant's Space bears to the Total Rentable
          Floor Area of the Buildings.


                                      -15-

     (iii) "Landlord's Tax Expenses" with respect to any Tax Year means the
          aggregate real estate taxes on the Building and Site with respect to
          that Tax Year, reduced by any abatement receipts with respect to that
          Tax Year.

     (iv) "Base Taxes" is hereinbefore defined in Section 1.1.

     (v)  "Base Taxes Allocable to the Premises" means (i) the same proportion
          of Base Taxes for and pertaining to the Building as the Rentable Floor
          Area of Tenant's Space bears to the Total Rentable Floor Area of the
          Building, plus (ii) the same proportion of Base Taxes for and
          pertaining to the Site as the Rentable Floor Area of Tenant's Space
          bears to the Total Rentable Floor Area of the Buildings.

     (vi) "Real estate taxes" means all taxes and special assessments of every
          kind and nature assessed by any governmental authority on the Building
          or Site which the Landlord shall become obligated to pay because of or
          in connection with the ownership, leasing and operation of the Site,
          the Building and the Property and reasonable expenses of any formal or
          informal proceedings for negotiation or abatement of taxes. The amount
          of special taxes or special assessments to be included shall be
          limited to the amount of the installment (plus any interest, other
          than penalty interest, payable thereon) of such special tax or special
          assessment required to be paid during the year in respect of which
          such taxes are being determined. There shall be excluded from such
          taxes all income, estate, succession, inheritance and transfer taxes;
          provided, however, that if at any time during the Term the present
          system of ad valorem taxation of real property shall be changed so
          that in lieu of the whole or any part of the ad valorem tax on real
          property there shall be assessed on Landlord a capital levy or other
          tax on the gross rents received with respect to the Site or Building,
          or a federal, state, county, municipal, or other local income,
          franchise, excise or similar tax, assessment levy or charge distinct
          from any now in effect in the jurisdiction in which the Site or
          Building are located) measured by or based, in whole or in part, upon
          any such gross rents, then any and all of such taxes, assessments,
          levies or charges, to the extent so measured or based, shall be deemed
          to be included within the term "real estate taxes" but only to the
          extent that the same would be payable if the Site and Buildings were
          the only property of Landlord.

2.8  Tenant shall pay to Landlord, as Additional Rent, Tenant's Proportionate
     Share (hereinafter defined) of the cost incurred by the Landlord in
     furnishing electricity and heating, ventilating and air conditioning
     ("HVAC") to the Building and the Site, including common areas and
     facilities and space occupied by tenants, (but expressly excluding utility
     charges separately chargeable to tenants for additional or special services
     and excluding electricity for the HVAC unit serving the


                                      -16-

     Premises exclusively which shall be measured by a separate submeter
     pursuant to Exhibit C), and Tenant shall pay on account thereof, at the
     time that monthly installments of Annual Fixed Rent are due and payable, as
     Additional Rent, an amount equal to 1/12th (prorated for any partial month)
     of the amount estimated by Landlord from time to time as the Tenant's
     Proportionate Share of the annual cost thereof. If with respect to any
     calendar year falling within the Term or fraction of a calendar year
     falling within the Term at the beginning or end thereof, the Tenant's
     Proportionate Share of the cost of furnishing electricity and HVAC to the
     Building and the Site exceeds the amounts payable on account thereof, then
     Tenant shall pay to Landlord, as Additional Rent, on or before the
     thirtieth (30th) day following receipt by Tenant of the statement referred
     to below in this Section 2.8, Tenant's Proportionate Share of the amount of
     such excess. For and with respect to the electricity and HVAC of the
     Building, the Tenant's Proportionate Share shall be a fraction, the
     numerator of which is the Rentable Floor Area of Tenant's Space and the
     denominator of which is the Total Rentable Floor Area of the Building, and
     for and with respect to the electricity for the Site the Tenant's
     Proportionate Share shall be a fraction, the numerator of which is the
     Rentable Floor Area of Tenant's Space and the denominator of which is the
     Total Rentable Floor Area of the Buildings.

     Not later than one hundred twenty (120) days after the end of the first
     calendar year or fraction thereof ending December 31 and of each succeeding
     calendar year during the Term or fraction thereof at the end of the Term,
     Landlord shall render Tenant a reasonably detailed accounting certified by
     a representative of Landlord showing for the preceding calendar year, or
     fraction thereof, as the case may be, the costs of furnishing electricity
     and HVAC to the Building and the Site. Said statement to be rendered to
     Tenant also shall show for the preceding year or fraction thereof, as the
     case may be, the amount already paid by Tenant on account of electricity
     and HVAC, and the amount remaining due from, or overpaid by, Tenant for the
     year or other period covered by the statement.

                                  ARTICLE III

                       CONDITION OF PREMISES; ALTERATIONS

3.1  SUBSTANTIAL COMPLETION

     (A) Landlord shall perform the work described on Exhibit B annexed hereto
     and described therein as the Phase I Construction and the Phase II
     Construction (collectively, "Landlord's Work"); provided, however, that the
     Landlord shall have no responsibility for the installation or connection of
     Tenant's computer, telephone, other communication equipment, systems or
     wiring. It is agreed that (i) construction of the Phase I Construction is
     intended to be "turnkey" and will be completed at Landlord's sole cost and
     expense (subject to the terms of Section 3.1(B) below) and (ii) subject to
     Section 3.2.B, Tenant shall, as Additional Rent,

                                      -17-



     after the Phase II Construction is completed, reimburse Landlord upon
     demand an amount ("Phase II Contribution") equal to the lesser of (x)
     one-half (1/2) of the cost of the Phase II Construction or (y) Two Thousand
     and 00/100 ($2,000.00) Dollars, and Landlord shall be responsible for the
     balance of the costs of the Phase II Construction. Landlord's Work shall be
     performed using Building Standard methods, materials and finishes. Landlord
     and Tenant hereby agree that that certain letter agreement dated June 27,
     2002 between Landlord and Tenant relating to reimbursement of certain
     construction related costs shall upon the full execution and delivery of
     this Lease be of no further force or effect.

     (B) If Tenant shall request any revisions to Landlord's Work, Landlord
     shall have such revisions prepared at Tenant's sole cost and expense and
     Tenant shall reimburse Landlord for the cost of preparing any such
     revisions to the Landlord's Work, plus any applicable state sales or use
     tax thereon, upon demand. Promptly upon completion of the revisions,
     Landlord shall notify Tenant in writing of the increased cost in Landlord's
     Work, if any, resulting from such revisions to the Landlord's Work. Tenant,
     within one business day shall notify Landlord in writing whether it desires
     to proceed with such revisions. In the absence of such written
     authorization, Landlord shall have the option to continue to work on the
     Premises disregarding the requested revision. Tenant shall be responsible
     for any Tenant Delay in completion of the Premises resulting from any
     revisions to the Landlord's Work. If such revisions result in an increase
     in the cost of Landlord's Work, such increased costs plus any applicable
     state sales or use tax thereon, shall be payable by Tenant upon demand.
     Notwithstanding anything herein to the contrary, all revisions to the
     Landlord's Work shall be subject to the approval of Landlord.

     (C) Subject to delays due to Force Majeure, as defined in Section 6.1,
     Landlord shall use reasonable speed and diligence in the performance of
     Landlord's Work, but Tenant shall have no claim against Landlord for
     failure so to complete construction of Landlord's Work in the Premises,
     except for the right to terminate this Lease, without further liability to
     either party, in accordance with the provisions hereinafter specified in
     Section 3.2.

     The Phase I Construction shall be treated as having been substantially
     completed on the later of:

     (a)  The date on which the Phase I Construction, together with common
          facilities for access and services to the Premises, has been completed
          (or would have been completed except for Tenant Delay) except for
          items of work and adjustment of equipment and fixtures which can be
          completed after occupancy has been taken without causing substantial
          interference with Tenant's use of the Premises (i.e. so-called "punch
          list" items) and items of work for which there is a long lead time in
          obtaining the materials therefore or which are specially or
          specifically manufactured, produced or


                                      -18-

          milled for the work in or to the Premises and require additional time
          for receipt or installation ("long lead" items), or

     (b)  The date when Landlord has received a Certificate of Occupancy, as
          defined in Section 2.4(a).

     The Phase II Construction shall be performed promptly after the substantial
     completion of the Phase I Construction.

     Landlord shall complete as soon as conditions practically permit all items
     and work excepted by Section 3.1(C)(a) above, and Tenant shall cooperate
     with Landlord in providing access as may be required to complete such work
     in a normal manner. Landlord shall permit Tenant access for installing
     Tenant's trade fixtures in portions of the Premises prior to substantial
     completion when it can be done without material interference with remaining
     work or with the maintenance of harmonious labor relations. In the event of
     any dispute as to the date on which the Phase I Construction has been
     completed as described in subsection 3.1(B)(a) above, the reasonable
     determination of Landlord's architect as to such date shall be deemed
     conclusive and binding on both Landlord and Tenant.

     Tenant agrees that no delay by it, or anyone employed by it, in performing
     work to prepare the Premises for occupancy (including, without limitation,
     the work in installing Tenant's trade fixtures) (collectively a "Tenant
     Delay") shall delay commencement of the Term or the obligation to pay rent,
     regardless of the reason for such delay or whether or not it is within the
     control of Tenant or any such employee, and the Phase I Construction shall
     be deemed completed as of the date when the same would have been
     substantially completed except for Tenant Delay, as determined by Landlord
     in the exercise of its good faith business judgment. Nothing contained in
     this paragraph shall limit or qualify or prejudice any other covenants,
     agreements, terms, provisions and conditions contained in this Lease.

3.2  A. If Landlord shall have failed substantially to complete the Phase I
     Construction in the Premises described in Exhibit B on or before the
     Outside Completion Date for Phase I Construction as defined in Section 1.1
     hereof (which date shall be extended automatically for such periods of time
     as Landlord is prevented from proceeding with or completing the same by
     reason of Force Majeure as defined in Section 6.1) Tenant shall have the
     right to terminate this Lease by giving notice ("Termination Notice") to
     Landlord of Tenant's desire to do so before such completion and after the
     Outside Completion Date for the Phase I Construction (as so extended) and
     by paying to Landlord, at the time that Tenant gives such Termination
     Notice, the sum of Thirty Thousand and 00/100 ($30,000.00) Dollars
     ("Termination Fee"); and, upon the giving of such Termination Notice and
     the payment of such Termination Fee, the term of this Lease shall cease and
     come to an end without further liability or obligation on the part of
     either party; and such right of termination shall be Tenant's sole and

                                      -19-


     exclusive remedy for Landlord's failure so to complete the Phase I
     Construction within such time. Each day of Tenant Delay shall be deemed
     conclusively to cause an equivalent day of delay by Landlord in
     substantially completing the Phase I Construction pursuant to Section 3.1,
     and thereby automatically extend for each such equivalent day of delay the
     date of the Outside Completion Date for the Phase I Construction. If Tenant
     fails to pay the Termination Fee at the time Tenant gives such Termination
     Notice, then Tenant's Termination Notice shall be null and void and of no
     force or effect.

     B. In addition, if Landlord shall have failed to obtain a permanent
     Certificate of Occupancy on or before the expiration of the temporary
     Certificate of Occupancy, as such temporary Certificate of Occupancy may be
     extended, and if such failure is not due to the acts or omissions of
     Tenant, Tenant's agents, contractors or employees, then Tenant shall have
     the right to terminate this Lease by giving notice ("CO Termination
     Notice") to Landlord of Tenant's desire to do so before Landlord obtains
     the permanent Certificate of Occupancy and, upon the giving of such CO
     Termination Notice, the term of this Lease shall cease and come to an end
     without further liability or obligation on the part of either party; and
     such right of termination shall be Tenant's sole and exclusive remedy for
     Landlord's failure so to obtain a permanent Certificate of Occupancy on or
     before the expiration of the temporary Certificate of Occupancy, as it may
     be extended.

     C. If Landlord shall have failed substantially to complete the Phase II
     Construction in the Premises described in Exhibit B on or before the
     Outside Completion Date for the Phase II Construction as defined in Section
     1.1 hereof (which date shall be extended automatically for such periods of
     time as Landlord is prevented from proceeding with or completing the same
     by reason of Force Majeure as defined in Section 6.1) then Tenant shall
     have no obligation to pay to Landlord the Phase II Contribution, as defined
     in Section 3.1(A), which shall be Tenant's sole and exclusive remedy for
     Landlord's failure so to complete the Phase II Construction within such
     time. Each day of Tenant Delay shall be deemed conclusively to cause an
     equivalent day of delay by Landlord in substantially completing the Phase
     II Construction pursuant to Section 3.1, and thereby automatically extend
     for such equivalent day of delay the date of the Outside Completion Date
     for the Phase II Construction.

3.3  This Section 3.3 shall apply before and during the Term. All construction
     work required or permitted by this Lease shall be done in a good and
     workmanlike manner and in compliance with all applicable laws, ordinances,
     rules, regulations, statutes, by-laws, court decisions, and orders and
     requirements of all public authorities ("Legal Requirements") and all
     Insurance Requirements (as defined in this Section 3.3 hereof). All of
     Tenant's work shall be coordinated with any work being performed by or for
     Landlord and in such manner as to maintain harmonious labor relations. Each
     party may inspect the work of the other at reasonable times and shall
     promptly give notice of observed defects. Each party


                                      -20-

     authorizes the other to rely in connection with design and construction
     upon approval and other actions on the party's behalf by any Construction
     Representative of the party named in Section 1.1 or any person hereafter
     designated in substitution or addition by notice to the party relying.
     Except as otherwise provided in Article IV, the work required of Landlord
     pursuant to this Article III, if any, shall be deemed approved by Tenant
     when Tenant commences occupancy of the Premises for the Permitted Use,
     except for items which are then uncompleted (including punch list items and
     long lead items) and as to which Tenant shall have given Landlord notice
     prior to such date. Tenant shall not make alterations and additions to
     Tenant's space except in accordance with plans and specifications therefor
     first approved by Landlord, which approval shall not be unreasonably
     withheld or delayed. However, Landlord's determination of matters relating
     to aesthetic issues relating to alterations, additions or improvements
     which are visible outside the Premises shall be in Landlord's sole
     discretion. Without limiting such standard Landlord shall not be deemed
     unreasonable for withholding approval of any alterations or additions
     (including, without limitation, any alterations or additions to be
     performed by Tenant under Section 3.1) which (a) involve or, in Landlord's
     opinion, might affect any structural or exterior element of the Building,
     any area or element outside of the Premises, or any facility serving any
     area of the Building outside of the Premises, or (b) will delay completion
     of the Premises or Building, or (c) will require unusual expense to readapt
     the Premises to normal office use on Lease termination or increase the cost
     of construction or of insurance or taxes on the Building or of the services
     called for by Section 4.1 unless Tenant first gives assurance acceptable to
     Landlord for payment of such increased cost and that such readaptation will
     be made prior to such termination without expense to Landlord, or (d) are
     inconsistent, in Landlord's judgment, with alterations satisfying
     Landlord's standards for new alterations in the Building. Landlord's review
     and approval of any such plans and specifications and consent to perform
     work described therein shall not be deemed an agreement by Landlord that
     such plans, specifications and work conform with applicable Legal
     Requirements and requirements of insurers of the Building (herein cared
     "Insurance Requirements") nor deemed a waiver of Tenant's obligations under
     this Lease with respect to applicable Legal Requirements and Insurance
     Requirements nor impose any liability or obligation upon Landlord with
     respect to the completeness, design sufficiency or compliance of such
     plans, specifications and work with applicable Legal Requirements and
     Insurance Requirements. Within 30 days after receipt of an invoice from
     Landlord, Tenant shall pay to Landlord, as a fee for Landlord's review of
     any plans or work (excluding any review respecting initial improvements),
     as Additional Rent: (i) actual out-of-pocket cost of such review, plus (ii)
     third party expenses incurred by Landlord to review Tenant's plans and
     Tenant's work. All alterations and additions shall be part of the Building
     unless and until Landlord shall specify the same for removal pursuant to
     Section 5.2. All of Tenant's alterations and additions and installation of
     furnishings shall be coordinated with any work being performed by Landlord
     and

                                      -21-

     in such manner as to maintain harmonious labor relations and not to damage
     the Buildings or Site or interfere with construction or operation of the
     Buildings and other improvements to the Site and, except for installation
     of furnishings, shall be performed by Landlord's general contractor or by
     contractors or workers first approved by Landlord. Except for work by
     Landlord's general contractor, Tenant, before its work is started, shall
     secure all licenses and permits necessary therefor; deliver to Landlord a
     statement of the names of all its contractors and subcontractors and the
     estimated cost of all labor and material to be furnished by them and
     security satisfactory to Landlord protecting Landlord against liens arising
     out of the furnishing of such labor and material; and cause each contractor
     to carry workmen's compensation insurance in statutory amounts covering all
     the contractor's and subcontractor's employees and commercial general
     liability insurance or comprehensive general liability insurance with a
     broad form comprehensive liability endorsement with such limits as Landlord
     may reasonably require, but in no event less than $3,000,000.00 combined
     single limit per occurrence on a per location basis (all such insurance to
     be written in companies approved by Landlord and naming and insuring
     Landlord and Landlord's managing agent as additional insureds and insuring
     Tenant as well as the contractors), and to deliver to Landlord certificates
     of all such insurance. Tenant agrees to pay promptly when due the entire
     cost of any work done on the Premises by Tenant, its agents, employees, or
     independent contractors, and not to cause or permit any liens for labor or
     materials performed or furnished in connection therewith to attach to the
     Premises or the Buildings or the Site and immediately to discharge any such
     liens which may so attach. Tenant shall pay, as additional rent, 100% of
     any real estate taxes on the Complex which shall, at any time after
     commencement of the Term, result from any alteration, addition or
     improvement to the Premises made by Tenant.

                                   ARTICLE IV

                 LANDLORD'S COVENANTS; INTERRUPTIONS AND DELAYS

4.1  Landlord covenants:

     4.1.1 To furnish services, utilities, facilities and supplies set forth in
          Exhibit C equal to those customarily provided by landlords in high
          quality buildings in the Boston West Suburban Market subject to
          escalation reimbursement in accordance with Section 2.6.

     4.1.2 To furnish, at Tenant's expense, reasonable additional Building
          operation services which are usual and customary in similar office
          buildings in the Boston West Suburban Market upon reasonable advance
          request of Tenant at reasonable and equitable rates from time to time
          established by Landlord.


                                      -22-


     4.1.3 Subject to the escalation provisions of Section 2.6 and except as
          otherwise provided in Article VI, (i) to make such repairs to the
          roof, exterior walls, floor slabs and common areas and facilities and
          all water, sewer, electrical, sprinkler, HVAC and other Building
          systems which serve the Building generally as may be necessary to keep
          them in serviceable condition and (ii) to maintain the Building
          (exclusive of Tenant's responsibilities under this Lease) in a first
          class manner comparable to the maintenance of similar properties in
          the Boston West Suburban Market.

     4.1.4 To provide and install, at Landlord's expense for the initial
          installation (all changes thereafter at Tenant's expense), letters or
          numerals on doors in the Premises and Tenant identification on the
          Building directory in the lobby of the Building to identify Tenant's
          official name and Building address; all such letters and numerals
          shall be in the building standard graphics and no others shall be used
          or permitted on the Premises.

4.2  Landlord shall not be liable to Tenant for any compensation or reduction of
     rent by reason of inconvenience or annoyance or for loss of business
     arising from the necessity of Landlord or its agents entering the Premises
     for any of the purposes in this Lease authorized, or for repairing the
     Premises or any portion of the Building or Site however the necessity may
     occur. In case Landlord is prevented or delayed from making any repairs,
     alterations or improvements, or furnishing any services or performing any
     other covenant or duty to be performed on Landlord's part, by reason of any
     cause reasonably beyond Landlord's control, including without limitation
     strike, lockout, breakdown, accident, order or regulation of or by any
     Governmental authority, or failure of supply, or inability by the exercise
     of reasonable diligence to obtain supplies, parts or employees necessary to
     furnish such services, or because of war or other emergency, or for any
     cause due to any act or neglect of Tenant or Tenant's servants, agents,
     employees, licensees or any person claiming by, through or under Tenant, or
     other causes reasonably beyond Landlord's control, Landlord shall not be
     liable to Tenant therefor, nor, except as expressly otherwise provided in
     Article VI, shall Tenant be entitled to any abatement or reduction of rent
     by reason thereof, nor shall the same give rise to a claim in Tenant's
     favor that such failure constitutes actual or constructive, total or
     partial, eviction from Premises.

     Landlord reserves the right to stop any service or utility system, when
     necessary by reason of accident or emergency, or until necessary repairs
     have been completed; provided, however, that in each instance of stoppage,
     Landlord shall exercise reasonable diligence to eliminate the cause
     thereof. Except in case of emergency repairs, Landlord will give Tenant
     reasonable advance notice of any contemplated stoppage and will use
     reasonable efforts to avoid unnecessary inconvenience to Tenant by reason
     thereof.


                                      -23-




4.3  Subject to the limitations on Landlord's liability set forth in this Lease,
     and subject to Section 8.19, Landlord agrees to indemnify, defend and save
     harmless Tenant from and against any claim arising from any accident,
     injury or damage occurring in the Premises, in the Building or on the
     Property after the date that possession of the Premises is first delivered
     to Tenant and until the expiration or earlier termination of the Lease
     Term, to the extent that such accident, injury or damage results from the
     negligence or willful misconduct of Landlord or Landlord's agents,
     employees or contractors. Landlord shall have the right, without Tenant's
     approval, to settle any litigation arising within the scope of Landlord's
     indemnity, provided that Tenant is not required to pay any portion of such
     settlement.

                                    ARTICLE V

                               TENANT'S COVENANTS

     Tenant covenants during the term and such further time as Tenant occupies
any part of the Premises:

5.1  To pay when due all fixed rent and additional rent and all charges for
     utility services rendered to the Premises (except as otherwise provided in
     Exhibit C) and, as further additional rent, all charges for additional
     services rendered pursuant to Section 4.1.2.

5.2  Except as otherwise provided in Article VI and Section 4.1.3 to keep the
     Premises in good order, repair and condition, reasonable wear and tear only
     excepted (the parties hereby acknowledging that the carpeting in the
     Premises presently has significant gaps in the seams which Tenant shall not
     be obligated to repair hereunder), and all glass in windows (except glass
     in exterior walls unless the damage thereto is attributable to Tenant's
     negligence or misuse) and doors of the Premises whole and in good condition
     with glass of the same type and quality as that injured or broken, damage
     by fire or taking under the power of eminent domain only excepted, and at
     the expiration or termination of this Lease peaceably to yield up the
     Premises all construction, work, improvements, and all alterations and
     additions thereto in good order, repair and condition, reasonable wear and
     tear only excepted, first removing (i) all goods and effects of Tenant,
     (ii) the wiring for Tenant's computer, telephone and other communication
     systems and equipment, unless Landlord, by notice to Tenant given at least
     ten (10) days before such expiration or termination, specifies that such
     wiring need not be removed, and (iii) to the extent specified by Landlord
     by notice to Tenant given at least ten (10) days before such expiration or
     termination, all alterations and additions made by Tenant and all
     partitions, and repairing any damages caused by such removal and restoring
     the Premises and leaving them clean and neat. Notwithstanding the
     foregoing, Landlord agrees to make such election at the time that Landlord
     approves Tenant's plans for any such alterations, etc., if Tenant requests
     in writing that Landlord make such election at the time that Tenant
     requests Landlord's


                                      -24-

     approval of such alterations, etc. Tenant shall not permit or commit any
     waste, and Tenant shall be responsible for the cost of repairs which may be
     made necessary by reason of damage to common areas in the Building, to the
     Site or to the other building caused by Tenant, Tenant's agents, employees,
     contractors, sublessees, licensees, concessionaires or invitees. Tenant
     shall maintain all its equipment, furniture and furnishings in good order
     and repair. Landlord agrees to assign any warranties to Tenant for
     enforcement which Landlord receives in connection with the HVAC unit
     installed by Landlord as part of the Landlord's Work.

5.3  To use the Premises for the Permitted Uses only, and not to injure or
     deface the Premises, Building, the Additional Building, the Site or any
     other part of the Complex nor to permit in the Premises or on the Site any
     auction sale, vending machine, or inflammable fluids or chemicals, or
     nuisance, or the emission from the Premises of any objectionable noise or
     odor, nor to use or devote the Premises or any part thereof for any purpose
     other than the Permitted Uses, nor any use thereof which is inconsistent
     with the maintenance of the Building as an office building of the first
     class in the quality of its maintenance, use and occupancy, or which is
     improper, offensive, contrary to law or ordinance or liable to invalidate
     or increase the premiums for any insurance on the Building or its contents
     or liable to render necessary any alteration or addition to the Building.
     Further, (i) Tenant shall not, nor shall Tenant permit its employees,
     invitees, agents, independent contractors, contractors, assignees or
     subtenants to, keep, maintain, store or dispose of (into the sewage or
     waste disposal system or otherwise) or engage in any activity which might
     produce or generate any substance which is or may hereafter be classified
     as a hazardous material, waste or substance (collectively "Hazardous
     Materials") (other than standard quantities of customary office supplies
     and cleaning materials kept, used and disposed of in accordance with all
     applicable laws), under federal, state or local laws, rules and
     regulations, including, without limitation, 42 U.S.C. Section 6901 et seq.,
     42 U.S.C. Section 9601 et seq., 42 U.S.C. Section 2601 et seq., 49 U.S.C.
     Section 1802 et seq. and Massachusetts General Laws, Chapter 21E and the
     rules and regulations promulgated under any of the foregoing, as such laws,
     rules and regulations may be amended from time to time (collectively
     "Hazardous Materials Laws"), (ii) Tenant shall immediately notify Landlord
     of any incident in, on or about the Premises, the Building or the Site that
     would require the filing of a notice under any Hazardous Materials Laws,
     (iii) Tenant shall comply and shall cause its employees, invitees, agents,
     independent contractors, contractors, assignees and subtenants to comply
     with each of the foregoing and (iv) Landlord shall have the right to make
     such inspections (including testing) as Landlord shall elect from time to
     time to determine that Tenant is complying with the foregoing.

5.4  Not to obstruct in any manner any portion of the Building not hereby leased
     or any portion thereof or of the other building or of the Site used by
     Tenant in common with others; not without prior consent of Landlord to
     permit the painting or


                                      -25-

     placing of any signs, curtains, blinds, shades, awnings, aerials or
     flagpoles, or the like, visible from outside the Premises; and to comply
     with all reasonable Rules and Regulations now or hereafter made by
     Landlord, of which Tenant has been given notice, for the care and use of
     the Building and Site and their facilities and approaches; Landlord shall
     not be liable to Tenant for the failure of other occupants of the Buildings
     to conform to such rules and regulations. Notwithstanding anything to the
     contrary in this Lease contained, Landlord agrees that it will not enforce
     said Rules and Regulations against Tenant in a discriminatory or arbitrary
     manner.

5.5  To keep the Premises equipped with all safety appliances required by any
     public authority because of any use made by Tenant other than normal office
     use, and to procure all licenses and permits so required because of such
     use and, if requested by Landlord, to do any work so required because of
     such use, it being understood that the foregoing provisions shall not be
     construed to broaden in any way Tenant's Permitted Use.

5.6  Except as otherwise expressly provided herein, Tenant covenants and agrees
     that it shall not assign, mortgage, pledge, hypothecate or otherwise
     transfer this Lease and/or Tenant's interest in this Lease or sublet (which
     term, without limitation, shall include granting of concessions, licenses
     or the like) the whole or any part of the Premises. Any assignment,
     mortgage, pledge, hypothecation, transfer or subletting not expressly
     permitted in or consented to by Landlord under Sections 5.6.1-5.6.5 shall
     be void, ab initio; shall be of no force and effect; and shall confer no
     rights on or in favor of third parties. In addition, Landlord shall be
     entitled to seek specific performance of, and other equitable relief with
     respect to, the provisions hereof. Notwithstanding the foregoing, changes
     in equity ownership in Tenant shall not constitute an assignment for the
     purposes of this Section 5.6 nor be subject to Landlord's termination right
     pursuant to Section 5.6.1.1 nor require notice to Landlord pursuant to
     Section 5.6 3 nor require a separate written instrument with Landlord
     pursuant to Section 5.6.5 nor be deemed transfers or other events requiring
     Landlord's consent under this Section 5.6 of the Lease so long as such
     changes are not for the purpose of avoiding or otherwise circumventing the
     provisions of this Section 5.6.

     5.6.1 Notwithstanding the foregoing provisions of Section 5.6 above and the
          provisions of Section 5.6.2 below, but subject to the provisions of
          Sections 5.6.3, 5.6.4 and 5.6.5, below Tenant shall have the right to
          assign this Lease or to sublet the Premises (in whole or in part) to
          any parent or subsidiary corporation or affiliate of Tenant or to any
          corporation or entity into which Tenant may be converted into or with
          which it may be merged or consolidated or which shall succeed to all
          or substantially all of the business or assets of Tenant, provided
          that the entity to which this Lease is so assigned or which so sublets
          the Premises has a credit worthiness (e.g. assets on a pro forma basis
          using generally accepted accounting principles


                                      -26-

     consistently applied and using the most recent financial statements) which
     is the same or better than the Tenant as of the Date of this Lease. For
     purposes hereof, an "affiliate" shall be any person or entity which shall
     control, shall be controlled by or shall be under common control with
     Tenant. If any parent or subsidiary corporation or affiliate of Tenant to
     which this Lease is assigned or the Premises sublet (in whole or in part)
     shall cease to be such a parent or subsidiary corporation or affiliate,
     such cessation shall be considered an assignment or subletting requiring
     Landlord's consent. Section 5.6.1.1 shall not be applicable to an
     assignment or sublease pursuant to this Section 5.6.1.

          5.6.1.1 Notwithstanding the provisions of Section 5.6 above, in the
               event Tenant desires to assign this Lease or to sublet the whole
               (but not part) of the Premises (no partial subletting being
               permitted other than as provided in Section 5.6.1), Tenant shall
               notify Landlord thereof in writing and Landlord shall have the
               right at its sole option, to be exercised within thirty (30) days
               after receipt of Tenant's notice, to terminate this Lease as of a
               date specified in a notice to Tenant, which date shall be sixty
               (60) days after Landlord's notice to Tenant; provided, however,
               that upon the termination date as set forth in Landlord's notice,
               all obligations relating to the period after such termination
               date (but not those relating to the period before such
               termination date) shall cease and promptly upon being billed
               therefor by Landlord, Tenant shall make final payment of all rent
               and additional rent due from Tenant through the termination date.
               In the event that Landlord shall not exercise its termination
               rights as aforesaid, or shall fail to give any or timely notice
               pursuant to this Section the provisions of Sections 5.6.2-5.6.5
               shall be applicable. This Section 5.6.1.1 shall not be applicable
               to an assignment or sublease pursuant to Section 5.6.1.

     5.6.2 Notwithstanding the provisions of Section 5.6 above, but subject to
          the provisions of this Section 5.6.2 and the provisions of Sections
          5.6.3, 5.6.4 and 5.6.5 below, in the event that Landlord shall not
          have exercised the termination right as set forth in Section 5.6.1.1,
          or shall have failed to give any or timely notice under Section
          5.6.1.1, then for a period of ninety (90) days (i) after the receipt
          of Landlord's notice stating that Landlord does not elect the
          termination right, or (ii) after the expiration of the thirty (30) day
          period referred to in Section 5.6.1.1 in the event Landlord shall not
          give any or timely notice under Section 5.6.1.1, as the case may be,
          Tenant shall have the right to assign this Lease or sublet the whole
          (but not part) of the Premises in accordance with Tenant's notice to
          Landlord given as provided in Section 5.6.3 provided that, in each
          instance, Tenant first obtains the express prior written consent of
          Landlord, which consent shall not be unreasonably withheld or delayed.
          Without limiting the foregoing


                                      -27-

          standard, Landlord shall not be deemed to be unreasonably withholding
          its consent to such a proposed assignment or subleasing if:

     (a)  the proposed assignee or subtenant is a tenant in the Building, is (or
          within the previous sixty (60) days has been) in active negotiation
          with Landlord for premises in the Building or is not of a character
          consistent with the operation of a first class office building (by way
          of example Landlord shall not be deemed to be unreasonably withholding
          its consent to an assignment or subleasing to any governmental or
          quasi-governmental agency), or

     (b)  the proposed assignee or subtenant is not of good character and
          reputation, or

     (c)  the proposed assignee or subtenant does not possess adequate financial
          capability to perform the Tenant obligations as and when due or
          required, or

     (d)  the assignee or subtenant proposes to use the Premises (or part
          thereof) for a purpose other than the purpose for which the Premises
          may be used as stated in Section 1.1 hereof, or

     (e)  the character of the business to be conducted or the proposed use of
          the Premises by the proposed subtenant or assignee shall (i) be likely
          to increase Landlord's Operating Expenses beyond that which Landlord
          now incurs for use by Tenant; (ii) be likely to increase the burden on
          elevators or other Building systems or equipment over the burden prior
          to such proposed subletting or assignment; or (iii) violate or be
          likely to violate any provisions or restrictions contained herein
          relating to the use or occupancy of the Premises, or

     (f)  there shall be existing an Event of Default (defined in Section 7.1),
          or

     (g)  any part of the rent payable under the proposed assignment or sublease
          shall be based in whole or in part on the income or profits derived
          from the Premises of if any proposed assignment or sublease shall
          potentially have any adverse effect on the real estate investment
          trust qualification requirements applicable to Landlord and its
          affiliates, or

     (h)  the holder of any mortgage or ground lease on property which includes
          the Premises does not approve of the proposed assignment or sublease
          and Landlord provides evidence to Tenant of such disapproval of the
          proposed assignment or subletting.

                                      -28-


     5.6.3 Tenant shall give Landlord prior notice of any proposed sublease or
          assignment (provided that, if prohibited by confidentiality in
          connection with a proposed sale, merger, consolidation or
          reorganization, then Tenant shall give Landlord written notice within
          10 days after the effective date of the proposed sale, merger,
          consolidation or reorganization), and said notice shall specify the
          provisions of the proposed assignment or subletting, including (a) the
          name and address of the proposed assignee or subtenant, (b) in the
          case of a proposed assignment or subletting pursuant to Section 5.6.2,
          such information as to the proposed assignee's or proposed subtenant's
          net worth and financial capability and standing as may reasonably be
          required for Landlord to make the determination referred to in Section
          5.6.2 above (provided, however, that Landlord shall hold such
          information confidential having the right to release same to its
          officers, accountants, attorneys and mortgage lenders on a
          confidential basis), (c) all of the terms and provisions upon which
          the proposed assignment or subletting is to be made, (d) in the case
          of a proposed assignment or subletting pursuant to Section 5.6.2, all
          other information necessary to make the determination referred to in
          Section 5.6.2 above and (e) in the case of a proposed assignment or
          subletting pursuant to Section 5.6.1 above, such information as may be
          reasonably required by Landlord to determine that such proposed
          assignment or subletting complies with the requirements of said
          Section 5.6.1. No partial subletting shall be permitted.

          If Landlord shall consent to the proposed assignment or subletting, as
          the case may be, then, in such event, Tenant may thereafter sublease
          (the whole but (except in the case of a partial sublease under Section
          5.6.1) not part of the Premises) or sign pursuant to Tenant's notice,
          as given hereunder; provided, however, that if such assignment or
          sublease shall not be executed and delivered to Landlord within
          ninety (90) days after the date of Landlord's consent, the consent
          shall be deemed null and void and the provisions of Section 5.6.1.1
          shall be applicable.

     5.6.4 In addition, in the case of any assignment or subleasing as to which
          Landlord may consent (other than an assignment or subletting permitted
          under Section 5.6.1 hereof) such consent shall be upon the express and
          further condition, covenant and agreement, and Tenant hereby covenants
          and agrees that, in addition to the Annual Fixed Rent, additional rent
          and other charges to be paid pursuant to this Lease, fifty percent
          (50%) of the "Assignment/Sublease Profits" (hereinafter defined), if
          any, shall be paid to Landlord.

                                      -29-

          The "Assignment/Sublease Profits" shall be the excess, if any, of (a)
          the "Assignment/Sublease Net Revenues" as hereinafter defined over (b)
          the Annual Fixed Rent and additional rent and other charges provided
          in this Lease (provided, however, that for the purpose of calculating
          the Assignment/Sublease Profits in the case of a sublease, appropriate
          proportions in the applicable Annual Fixed Rent, additional rent and
          other charges under this Lease shall be made based on the percentage
          of the Premises subleased and on the terms of the sublease). The
          "Assignment/Sublease Net Revenues" shall be the fixed rent, additional
          rent and all other charges and sums payable either initially or over
          the term of the sublease or assignment, less the reasonable costs of
          Tenant incurred in such subleasing or assignment (the definition of
          which shall include but not necessarily be limited to rent
          concessions, brokerage commissions and alteration allowances) as set
          forth in a statement certified by an appropriate officer of Tenant and
          delivered to Landlord within thirty (30) days of the full execution of
          the sublease or assignment document, amortized over the term of the
          sublease or assignment.

          All payments of the Assignment/Sublease Profits due Landlord shall be
          made within ten (10) days of receipt of same by Tenant.

     5.6.5 (A) It shall be a condition of the validity of any assignment or
          subletting permitted under Section 5.6.1 above, or consented to under
          Section 5.6.2 above, that both Tenant and the assignee or sublessee
          agree directly with Landlord in a separate written instrument
          reasonably satisfactory to Landlord which contains terms and
          provisions reasonably required by Landlord, including, without
          limitation, the agreement of the assignee or sublessee to be bound by
          all the obligations of the Tenant hereunder, including, without
          limitation, the obligation to pay the rent and other amounts provided
          for under this Lease (but in the case of a partial subletting pursuant
          to Section 5.6.1, such subtenant shall agree on a pro rata basis to be
          so bound) including the provisions of Sections 5.6 through 5.6.5
          hereof (if prohibited by confidentiality in connection with a proposed
          sale, merger, consolidation or reorganization, then Tenant shall
          execute such written instrument within 10 days after the effective
          date of the proposed sale, merger, consolidation or reorganization),
          but such assignment or subletting shall not relieve the Tenant named
          herein of any of the obligations of the Tenant hereunder, Tenant shall
          remain fully and primarily liable therefor and the liability of
          Tenant and such assignee (or subtenant, as the case may be) shall be
          joint and several. Further, and notwithstanding the foregoing, the
          provisions hereof shall not constitute a recognition of the assignment
          or the assignee thereunder or the sublease or the subtenant
          thereunder, as the case may be, and at Landlord's option, upon the
          termination or expiration of the Lease (whether such termination is
          based upon a cause beyond Tenant's control, a default of Tenant, the

                                      -30-

          agreement of Tenant and Landlord or any other reason), the assignment
          or sublease shall be terminated.

          (B) As Additional Rent, Tenant shall reimburse Landlord promptly for
          reasonable out of pocket legal and other expenses incurred by Landlord
          in connection with any request by Tenant for consent to assignment or
          subletting.

          (C) If this Lease be assigned, or if the Premises or any part thereof
          be sublet or occupied by anyone other than Tenant, Landlord may upon
          prior notice to Tenant, at any time and from time to time, collect
          rent and other charges from the assignee, sublessee or occupant and
          apply the net amount collected to the rent and other charges herein
          reserved, but no such assignment, subletting, occupancy or collection
          shall be deemed a waiver of this covenant, or a waiver of the
          provisions of Sections 5.6 through 5.6.5 hereof, or the acceptance of
          the assignee, sublessee or occupant as a tenant or a release of Tenant
          from the further performance by Tenant of covenants on the part of
          Tenant herein contained, the Tenant herein named to remain primarily
          liable under this Lease.

          (D) No assignment or subletting under any of the provisions of
          Sections 5.6.1 or 5.6.2 shall in any way be construed to relieve
          Tenant from obtaining the express consent in writing to Landlord to
          any further assignment or subletting which would otherwise require
          Landlord's consent hereunder.

          (E) Without limiting Tenant's obligations under Section 3.3, Tenant
          shall be responsible, at Tenant's sole cost and expense, for
          performing all work necessary to comply with Legal Requirements and
          Insurance Requirements in connection with any assignment or subletting
          hereunder including, without limitation, any work in connection with
          such assignment or subletting.

5.7  To defend with counsel first approved by Landlord (which approval shall not
     be unreasonably withheld or delayed), save harmless, and indemnify Landlord
     from any liability for injury, loss, accident or damage to any person or
     property, and from any claims, actions, proceedings and expenses and costs
     in connection therewith (including without limitation reasonable counsel
     fees) (i) arising from (a) the omission, fault, willful act, negligence or
     other misconduct of Tenant or Tenant's contractors, licensees, invitees,
     agents, servants, independent contractors or employees or (b) any use made
     or thing done or occurring on the Premises not due to the omission, fault,
     willful act, negligence or other misconduct of Landlord, or,(ii) resulting
     from the failure of Tenant to perform and discharge its covenants and
     obligations under this Lease; to maintain commercial general liability
     insurance or comprehensive general liability insurance written on an
     occurrence

                                      -31-

     basis with a broad form comprehensive liability endorsement covering the
     Premises insuring Landlord and Landlord's managing agent (and such persons
     as are in privity of estate with Landlord and Landlord's managing agent as
     may be set out in notice from time to time) as additional insureds as well
     as Tenant with limits which shall, at the commencement of the Term, be at
     least equal to those stated in Section 1.1 and from time to time during the
     Term shall be for such higher limits, if any, as are customarily carried in
     Greater Boston with respect to similar properties or which may reasonably
     be required by Landlord, and workmen's compensation insurance with
     statutory limits covering all of Tenant's employees working in the
     Premises, and to deposit with Landlord on or before the Commencement Date
     and concurrent with all renewals thereof, certificates for such insurance
     bearing the endorsement that the policies will not be canceled until after
     thirty (30) days' written notice to Landlord. All insurance required to be
     maintained by Tenant pursuant to this Lease shall be maintained with
     responsible companies qualified to do business, and in good standing, in
     the Commonwealth of Massachusetts and which have a rating of at least "A-"
     and are within a financial size category of not less than "Class VIII" in
     the most current Best's Key Rating Guide or such similar rating as may be
     reasonably selected by Landlord if such Guide is no longer published.

5.8  That all of the furnishings, fixtures, equipment, effects and property of
     every kind, nature and description of Tenant and of all persons claiming
     by, through or under Tenant which, during the continuance of this Lease or
     any occupancy of the Premises by Tenant or anyone claiming under Tenant,
     may be on the Premises or elsewhere in the Building or on the Site, shall
     be at the sole risk and hazard of Tenant, and if the whole or any part
     thereof shall be destroyed or damaged by fire, water or otherwise, or by
     the leakage or bursting of water pipes, steam pipes, or other pipes, by
     theft or from any other cause, no part of said loss or damage is to be
     charged to or be borne by Landlord, except that Landlord shall in no event
     be indemnified or held harmless or exonerated from any liability to Tenant
     or to any other person, for any injury, loss, damage or liability to the
     extent that such injury, loss, damage, or liability is due to Landlord's
     negligence or willful misconduct or to the extent such indemnity, hold
     harmless or exoneration is prohibited by law. Further, Tenant, at Tenant's
     expense, shall maintain at all times during the Term of this Lease
     insurance against loss or damage covered by so-called "all risk" type
     insurance coverage with respect to Tenant's fixtures, equipment, goods,
     wares and merchandise, tenant improvements made by or paid for by Tenant,
     and other property of Tenant (collectively, "Tenant's Property"). Such
     insurance shall be in an amount at least equal to the full replacement cost
     of Tenant's Property.

5.9  To permit Landlord and its agents to examine the Premises at reasonable
     times upon reasonable advance notice (except that no notice shall be
     required in an emergency) and, if Landlord shall so elect, to make any
     repairs or replacements Landlord may deem necessary; to remove, at Tenant's
     expense, any alterations, addition, signs, curtains, blinds, shades,
     awnings, aerials, flagpoles, or the like not

                                      -32-

     consented to in writing; and to show the Premises to prospective tenants
     during the eleven (11) months preceding expiration of the Term and to
     prospective purchasers and mortgagees at all reasonable times.

5.10 Not to place a load upon the Premises exceeding an average rate of 70
     pounds of live load per square foot of floor area (partitions shall be
     considered as part of the live load); and not to move any safe, vault or
     other heavy equipment in, about or out of the Premises except in such
     manner and at such time as Landlord shall in each instance authorize;
     Tenant's business machines and mechanical equipment which cause vibration
     or noise that may be transmitted to the Building structure or to any other
     space in the Building shall be so installed, maintained and used by Tenant
     so as to eliminate such vibration or noise.

5.11 To pay promptly when due all taxes which may be imposed upon Tenant's
     Property in the Premises to whomever assessed.

5.12 To comply with all applicable Legal Requirements now or hereafter in force
     which shall impose a duty on Tenant relating to or as a result of the
     Tenant's use or occupancy of the Premises; provided that Tenant shall not
     be required to make any alterations or additions to the Building systems,
     structure, roof, exterior and load bearing walls, foundation, structural
     floor slabs and other structural elements of the Building unless the same
     are required by such Legal Requirements as a result of or in connection
     with Tenant's use or occupancy of the Premises beyond normal use of space
     of this kind. Tenant shall promptly pay all fines, penalties and damages
     that may arise out of or be imposed because of its failure to comply with
     the provisions of this Section 5.12.

5.13 As Additional Rent, to pay all reasonable costs, counsel and other fees
     incurred by Landlord in connection with the successful enforcement by
     Landlord of any obligations of Tenant under this Lease or in connection
     with any bankruptcy case involving Tenant or any guarantor.

                                   ARTICLE VI

                               CASUALTY AND TAKING

6.1  In case during the Lease Term the Building is damaged by fire or casualty
     and (i) such fire or casualty damage cannot, in the ordinary course,
     reasonably be expected to be repaired within one hundred twenty (120) days
     from the time that repair work would commence as reasonably determined by
     Landlord, or (ii) in any case where the holder of any mortgage which
     includes the Building as a part of the mortgaged premises or any ground
     lessor of any ground lease which includes the Site as part of the demised
     premises does not allow the net insurance proceeds to be applied to the
     restoration of the Building (and/or the Site), Landlord may, at its
     election, terminate this Lease by notice given to Tenant within sixty (60)
     days

                                      -33-

     after the date of such fire or other casualty, specifying the effective
     date of termination. The effective date of termination specified by
     Landlord shall not be less than thirty (30) days nor more than forty-five
     (45) days after the date of notice of such termination.

     In case during the last year of the Lease Term, the Premises are damaged by
     fire or casualty and such fire or casualty damage cannot, in the ordinary
     course, reasonably be expected to be repaired within one hundred fifty
     (150) days (and/or as to special work or work which requires long lead time
     then if such work cannot reasonably be expected to be repaired within such
     additional time as is reasonable under the circumstances given the nature
     of the work) from the time that repair work would commence as reasonably
     determined by Landlord, Tenant may, at its election, terminate this Lease
     by notice given to Landlord within sixty (60) days after the date of such
     fire or other casualty, specifying the effective date of termination. The
     effective date of termination specified by Tenant shall be not less than
     thirty (30) days nor more than forty-five (45) days after the date of
     notice of such termination.

     In the event that the Lease is terminated pursuant to this Article VI, a
     just proportion of the Annual Fixed Rent, Tenant's share of Operating
     Costs, Tenant's share of real estate taxes and Tenant's Proportionate Share
     of electricity and HVAC according to the nature and extent of the injury to
     the Premises shall be abated from the date of such fire or other casualty
     until the effective termination date.

     Unless terminated pursuant to the foregoing provisions, this Lease shall
     remain in full force and effect following any such damage subject, however,
     to the following provisions.

     If the Building or any part thereof is damaged by fire or casualty and this
     Lease is not so terminated, or Landlord or Tenant have no right to
     terminate this Lease, Landlord promptly after such damage and the
     determination of the net amount of insurance proceeds available shall use
     due diligence to restore the Premises and the Building in the event of
     damage thereto (excluding Tenant's Property) into proper condition for use
     and occupation and a just proportion of the Annual Fixed Rent, Tenant's
     share of Operating Costs, Tenant's share of real estate taxes and Tenant's
     Proportionate Share of electricity and HVAC according to the nature and
     extent of the injury to the Premises shall be abated until the Premises
     shall have been put by Landlord substantially into such condition except
     for punch list items and long lead items. Notwithstanding anything herein
     contained to the contrary, Landlord shall not be obligated to expend for
     such repair and restoration any amount in excess of the net insurance
     proceeds.

     Where Landlord is obligated or otherwise elects to effect restoration of
     the Premises, unless such restoration is completed within nine (9) months
     from the

                                      -34-

     date of the casualty or taking, such period to be subject, however, to
     extension where the delay in completion of such work is due to Force
     Majeure, as defined hereinbelow (but in no event beyond twelve (12) months
     from the date of the casualty or taking), Tenant shall have-the right to
     terminate this Lease at any time after the expiration of such nine-month
     (as extended) period until the restoration is substantially completed, such
     termination to take effect as of the thirtieth (30th) day after the date of
     receipt by Landlord of Tenant's notice, with the same force and effect as
     if such date were the date originally established as the expiration date
     hereof unless, within thirty (30) days after Landlord's receipt of Tenant's
     notice, such restoration is substantially completed, in which case Tenant's
     notice of termination shall be of no force and effect and this Lease and
     the Lease Term shall continue in full force and effect. When used herein,
     "Force Majeure" shall mean any prevention, delay or stoppage due to
     governmental regulation, strikes, lockouts, acts of God, acts of war,
     terrorists acts, civil commotions, unusual scarcity of or inability to
     obtain labor or materials, labor difficulties, casualty or other causes
     reasonably beyond Landlord's control or attributable to Tenant's action or
     inaction.

6.2  Notwithstanding anything to the contrary contained in this Lease, if the
     Building or the Premises shall be substantially damaged by fire or casualty
     as the result of a risk not covered by the forms of casualty insurance at
     the time maintained by Landlord and such fire or casualty damage cannot, in
     the ordinary course, reasonably be expected to be repaired within thirty
     (30) days from the time that repair work would commence, Landlord may, at
     its election, terminate the Term of this Lease by notice to the Tenant
     given within thirty (30) days after such loss. If Landlord shall give such
     notice, then this Lease shall terminate as of the date of such notice with
     the same force and effect as if such date were the date originally
     established as the expiration date hereof.

6.3  If the entire Building, or such portion of the Premises or access thereto
     as to render the balance (if reconstructed to the maxim extent practicable
     in the circumstances) unsuitable for Tenant's purposes, shall be taken by
     condemnation or right of eminent domain, Landlord or Tenant shall have the
     right to terminate this Lease by notice to the other of its desire to do
     so, provided that such notice is given not later than thirty (30) days
     after Tenant has been deprived of possession. If either party shall give
     such notice, then this Lease shall terminate as of the date of such notice
     with the same force and effect as if such date were the date originally
     established as the expiration date hereof.

     Further, if (i) so much of the Building or Site shall be so taken that
     continued operation of the Building would be uneconomic as a result of the
     taking, or (ii) the holder of any mortgage which includes the Premises as
     part of the mortgaged premises or any ground lessor of any ground lease
     which includes the Site as part of the demised premises does not allow the
     net condemnation proceeds to be applied to the restoration of the Building,
     Landlord shall have the right to

                                      -35-

     terminate this Lease by giving notice to Tenant of Landlord's desire to do
     so not later than thirty (30) days after Tenant has been deprived of
     possession of the Premises (or such portion thereof as may be taken). If
     Landlord shall give such notice, then this Lease shall terminate as of the
     date of such notice with the same force and effect as if such date were the
     date originally established as the expiration date hereof.

     Should any part of the Premises be so taken or condemned during the Lease
     Term hereof, and should this Lease not be terminated in accordance with the
     foregoing provisions, Landlord agrees that after the determination of the
     net amount of condemnation proceeds available to Landlord, Landlord shall
     use due diligence to put what may remain of the Premises into proper
     condition for use and occupation as nearly like the condition of the
     Premises prior to such taking as shall be practicable (excluding Tenant's
     Property). Notwithstanding the foregoing, Landlord shall not be obligated
     to expend for such repair and restoration any amount in excess of the net
     condemnation proceeds made available to it.

     If the Premises or the access thereto shall be affected by any exercise of
     the power of eminent domain, then the Annual Fixed Rent, Tenant's share of
     Operating Costs, Tenant's share of real estate taxes and Tenant's
     Proportionate Share of electricity and HVAC shall be justly and equitably
     abated and reduced according to the nature and extent of the loss of use
     thereof suffered by Tenant; and in case of a taking which permanently
     reduces the Rentable Floor Area of the Premises, a just proportion of the
     Annual Fixed Rent, Tenant's share of operating costs and Tenant's share of
     real estate taxes shall be abated for the remainder of the Lease Term.

6.4  Landlord shall have and hereby reserves to itself any and all rights to
     receive awards made for damages to the Premises, the Buildings, the Complex
     and the Site and the leasehold hereby created, or any one or more of them,
     accruing by reason of exercise of eminent domain or by reason of anything
     lawfully done in pursuance of public or other authority. Tenant hereby
     grants, releases and assigns to Landlord all Tenant's rights such awards,
     and covenants to execute and deliver such further assignments and
     assurances thereof as Landlord may from time to time request.

     Nothing contained herein shall be construed to prevent Tenant from
     prosecuting in any condemnation proceeding a claim for the value of any of
     Tenant's usual trade fixtures installed in the Premises by Tenant at
     Tenant's expense and for relocation and moving expenses, provided that such
     action and any resulting award shall not affect or diminish the amount of
     compensation otherwise recoverable by Landlord from the taking authority.

                                  ARTICLE VII

                                      -36-

                                     DEFAULT


7.1  (a)  If at any time subsequent to the date of this Lease any one or more of
          the following events (herein sometimes called an "Event of Default")
          shall occur:

          (i) Tenant shall fail to pay any installment of the Annual Fixed Rent,
     Additional Rent or other charges for which provision is made herein on or
     before the date on which the same become due and payable, and the same
     continues for ten (10) days after notice from Landlord thereof, or

          (ii) Landlord having rightfully given the notice specified in
     subdivision (a) above twice in any calendar year, Tenant shall thereafter
     in the same calendar year fail to pay the Annual Fixed Rent, Additional
     Rent or any other monetary amount due under this Lease on or before the
     date on which the same become due and payable, or,

          (iii) Tenant shall assign its interest in this Lease or sublet any
     portion of the Premises in violation of the requirements of Sections 5.6
     through 5.6.5 of this Lease, or

          (iv) Tenant shall fail to perform or observe some term or condition
     of this Lease which, because of its character, would immediately
     jeopardize Landlord's interest (such as, but without limitation, failure to
     maintain general liability insurance, or the employment of labor and
     contractors within the Premises which interfere with Landlord's work, in
     violation of Section 3.3), and such failure continues for five (5) days
     after notice from Landlord to Tenant thereof; or

          (v) Tenant shall neglect or fail to perform or observe any other
     requirement, term, covenant or condition of this Lease (not hereinabove in
     this Section 7.1(a) specifically referred to) on Tenant's part to be
     performed or observed and Tenant shall fail to remedy the same within
     thirty (30) days after notice to Tenant specifying such neglect or failure,
     or if such neglect or failure is of such a nature that Tenant cannot
     reasonably remedy the same within such thirty (30) day period, Tenant shall
     fail to commence promptly to remedy the same and to prosecute such remedy
     to completion with diligence and continuity; or

          (vi) Tenant's leasehold interest in the Premises shall be taken on
     execution or by other process of law directed against Tenant; or

          (vii) Tenant shall make an assignment for the benefit of creditors or
     shall file a voluntary petition in bankruptcy or shall be adjudicated
     bankrupt or insolvent, or shall file any petition or answer seeking any
     reorganization, arrangement, composition, readjustment, liquidation,
     dissolution or similar relief

                                      -37-


     for itself under any present or future Federal, State or other statute, law
     or regulation for the relief of debtors, or shall seek or consent to or
     acquiesce in the appointment of any trustee, receiver or liquidator of
     Tenant or of all or any substantial part of its properties, or shall admit
     in writing its inability to pay its debts generally as they become due; or

          (viii) A petition shall be filed against Tenant in bankruptcy or under
     any other law seeking any reorganization, arrangement, composition,
     readjustment, liquidation, dissolution, or similar relief under any present
     or future Federal, State on other statute, law or regulation and shall
     remain undismissed or unstayed for an aggregate of sixty (60) days (whether
     or not consecutive), or if any debtor in possession (whether or not Tenant)
     trustee, receiver or liquidator of Tenant or of all or any substantial part
     of its properties or of the Premises shall be appointed without the consent
     or acquiescence of Tenant and such appointment shall remain unvacated or
     unstayed for an aggregate of sixty (60) days (whether or not consecutive).

     then, and in any of said cases (notwithstanding any license of a former
     breach of covenant or waiver of the benefit hereof or consent in a former
     instance), Landlord lawfully may, immediately or at any time thereafter,
     and without demand or further notice of default terminate this Lease by
     notice to Tenant, specifying a date not less than five (5) days after the
     giving of such notice on which this Lease shall terminate, and this Lease
     shall come to an end on the date specified therein as fully and completely
     as if such date were the date herein originally fixed for the expiration of
     the Lease Term (Tenant hereby waiving any rights of redemption), and Tenant
     will then quit and surrender the Premises to Landlord, but Tenant shall
     remain liable as hereinafter provided.

     (b) If this Lease shall have been terminated as provided in this Article,
     then Landlord may, without notice, re-enter the Premises, either by force,
     summary proceedings, ejectment or otherwise, and remove and dispossess
     Tenant and all other persons and any and all property from the same, as if
     this Lease had not been made, and Tenant hereby waives the service of
     notice of intention to re-enter.

     (c) In the event that this Lease is terminated under any of the provisions
     contained in Section 7.1(a) or shall be otherwise terminated by breach of
     any obligation of Tenant, Tenant covenants and agrees forthwith to pay and
     be liable for, on the days originally fixed herein for the payment thereof,
     amounts equal to the several installments of rent and other charges
     reserved as they would, under the terms of this Lease, become due if this
     Lease had not been terminated or if Landlord had not entered or re-entered,
     as aforesaid, and whether the Premises be relet or remain vacant, in whole
     or in part, or for a period less than the remainder of the Term, and for
     the whole thereof, but in the event the Premises be relet by Landlord,
     Tenant shall be entitled to a credit in the net amount of rent and other

                                      -38-



     charges received by Landlord in reletting, after deduction of all expenses
     incurred in reletting the Premises (including, without limitation,
     remodeling costs, brokerage fees and the like), and in collecting the rent
     in connection therewith, in the following manner:

     Amounts received by Landlord after reletting shall first be applied against
     such Landlord's expenses, until the same are recovered, and until such
     recovery, Tenant shall pay, as of each day when a payment would fall due
     under this Lease, the amount which Tenant is obligated to pay under the
     terms of this Lease (Tenant's liability prior to any such reletting and
     such recovery not in any way to be diminished as a result of the fact that
     such reletting might be for a rent higher than the rent provided for in
     this Lease); when and if such expenses have been completely recovered, the
     amounts received from reletting by Landlord as have not previously been
     applied shall be credited against Tenant's obligations as of each day when
     a payment would fall due under this Lease, and only the net amount thereof
     shall be payable by Tenant. Further, amounts received by Landlord from such
     reletting for any period shall be credited only against obligations of
     Tenant allocable to such period, and shall not be credited against
     obligations of Tenant hereunder accruing subsequent or prior to such
     period; nor shall any credit of any kind be due for any period after the
     date when the term of this Lease is scheduled to expire according to its
     terms.

     (d)  (i) Landlord may elect, as an alternative, to have Tenant pay
          liquidated damages, which election may be made by notice given to
          Tenant at any time after the termination of this Lease under this
          Section 7.1, above, and whether or not Landlord shall have collected
          any damages as hereinbefore provided in this Article VII, and in lieu
          of all other such damages beyond the date of such notice. Upon such
          notice, Tenant shall promptly pay to Landlord, as liquidated damages,
          in addition to any damages collected or due from Tenant from any
          period prior to such notice and all expenses which Landlord may have
          incurred with respect to the collection of such damages, such a sum as
          at the time of such notice represents the amount of such excess, if
          any, of (a) the discounted present value, at a discount rate of 6%, of
          the Annual Fixed Rent, Additional Rent and other charges which would
          have been payable by Tenant under this Lease for the remainder of the
          Lease Term if the Lease terms had been fully complied with by Tenant,
          over and above (b) the discounted present value, at a discount rate of
          6%, of the Annual Fixed Rent, Additional Rent and other charges that
          would be received by Landlord if the Premises were re-leased at the
          time of such notice for the remainder of the Lease Term at the fair
          market value (including provisions regarding periodic increases in
          Annual Fixed Rent if such are applicable) prevailing at the time of
          such notice as reasonably determined by Landlord.

                                      -39-

          (ii) For the purposes of this Article, if Landlord elects to require
          Tenant to pay damages in accordance with the immediately preceding
          paragraph, the total rent shall be computed by assuming that Tenant's
          share of excess taxes, Tenant's share of excess operating costs and
          Tenant's share of excess electrical costs would be, for the balance of
          the unexpired Term from the date of such notice, the amount thereof
          (if any) for the immediately preceding annual period payable by Tenant
          to Landlord.

     (e) In case of any Event of Default, re-entry, dispossession by summary
     proceedings or otherwise, Landlord may (i) re-let the Premises or any part
     or parts thereof, either in the name of Landlord or otherwise, for a term
     or terms which may at Landlord's option be equal to or less than or exceed
     the period which would otherwise have constituted the balance of the Term
     of this Lease and may grant concessions or free rent to the extent that
     Landlord considers advisable or necessary to re-let the same and (ii) may
     make such alterations, repairs and decorations in the Premises as Landlord
     in its sole judgment considers advisable or necessary for the purpose of
     reletting the Premises; and the making of such alterations, repairs and
     decorations shall not operate or be construed to release Tenant from
     liability hereunder as aforesaid. Landlord shall in no event be liable in
     any way whatsoever for failure to re-let the Premises, or, in the event
     that the Premises are re-let, for failure to collect the rent under
     re-letting. Tenant, for itself and any and all persons claiming through or
     under Tenant, including its creditors, upon the termination of this Lease
     and of the term of this Lease in accordance with the terms hereof, or in
     the event of entry of judgment for the recovery of the possession of the
     Premises in any action or proceeding, or if Landlord shall enter the
     Premises by process of law or otherwise, hereby waives any right of
     redemption provided or permitted by any statute, law or decision now or
     hereafter in force, and does hereby waive, surrender and give up all rights
     or privileges which it or they may or might have under and by reason of any
     present or future law or decision, to redeem the Premises or for a
     continuation of this Lease for the term of this Lease hereby demised after
     having been dispossessed or ejected therefrom by process of law, or
     otherwise.

     Landlord agrees to use reasonable efforts to relet the Premises after
     Tenant vacates the Premises in the event that the Lease is terminated based
     upon a default by Tenant hereunder. Marketing of Tenant's Premises in a
     manner similar to the manner in which Landlord markets other premises
     within Landlord's control in the Complex shall be deemed to have satisfied
     Landlord's obligation to use "reasonable efforts." In no event shall
     Landlord be required to (i) solicit or entertain negotiations with any
     other prospective tenants for the Premises until Landlord obtains full and
     complete possession of the Premises including, without limitation, the
     final and unappealable legal right to re-let the Premises free of any claim
     of Tenant, (ii) give preference to reletting the Premises over leasing
     other vacant space in the Building, or (iii) lease the Premises if, in
     Landlord's bona fide

                                      -40-

     business judgment, the proposed rent is less than the then current fair
     market rental value of the Premises.

     (f) The specified remedies to which Landlord may resort hereunder are not
     intended to be exclusive of any remedies or means of redress to which
     Landlord may at any time be entitled lawfully, and Landlord may invoke any
     remedy (including the remedy of specific performance) allowed at law or in
     equity as if specific remedies were not herein provided for. Further,
     nothing contained in this Lease shall limit or prejudice the right of
     Landlord to prove for and obtain in proceedings for bankruptcy or
     insolvency by reason of the termination of this Lease, an amount equal to
     the maximum allowed by any statute or rule of law in effect at the time
     when, and governing the proceedings in which, the damages are to be proved,
     whether or not the amount be greater, equal to, or less than the amount of
     the loss or damages referred to above.

7.2  Landlord shall in no event be in default in the performance of any of
     Landlord's obligations hereunder unless and until Landlord shall have
     failed to perform such obligations within thirty (30) days, or such
     additional time as is reasonably required to correct any such default,
     after notice by Tenant to Landlord properly specifying wherein Landlord has
     failed to perform any such obligation.

                                  ARTICLE VIII

                                  MISCELLANEOUS

8.1  Tenant covenants and agrees that Tenant will not do or permit anything to
     be done in or upon the Premises, or bring in anything or keep anything
     therein, which shall increase the rate of insurance on the Premises or on
     the Building above the standard rate applicable to premises being occupied
     for the use to which Tenant has agreed to devote the Premises; and Tenant
     further agrees that, in the event that Tenant shall do any of the
     foregoing, Tenant will promptly pay to Landlord, on demand, any such
     increase resulting therefrom, which shall be due and payable as additional
     rent thereunder.

8.2  Failure on the part of Landlord or Tenant to complain of any action
     or non-action on the part of the other, no matter how long the same may
     continue, shall never be a waiver by Tenant or Landlord, respectively, of
     any of its rights hereunder. Further, no waiver at any time of any of the
     provisions hereof by Landlord or Tenant shall be construed as a waiver of
     any of the other provisions hereof, and a waiver at any time of any of the
     provisions hereof shall not be construed as a waiver at any subsequent time
     of the same provisions. The consent or approval of Landlord or Tenant to or
     of any action by the other requiring such consent or approval shall not be
     construed to waive or render unnecessary Landlord's or Tenant's consent or
     approval to or of subsequent similar act by the other. Further, the
     acceptance by Landlord of Annual Fixed Rent, Additional Rent or any other
     charges paid by Tenant under this Lease shall not be or be deemed to be a
     waiver

                                      -41-

     by Landlord of any default by Tenant, whether or not Landlord knows of such
     default, except for such defaults as to which such payment relates.

     No payment by Tenant, or acceptance by Landlord, of a lesser amount than
     shall be due from Tenant to Landlord shall be treated otherwise than as a
     payment on account. The acceptance by Landlord of a check for a lesser
     amount with an endorsement or statement thereon, or upon any letter
     accompanying such check, that such lesser amount is payment in full, shall
     be given no effect, and Landlord may accept such check without prejudice to
     any other rights or remedies which Landlord may have against Tenant.

8.3  The specific remedies to which Landlord may resort under the terms of this
     Lease are cumulative and are not intended to be exclusive of any other
     remedies or means of redress to which such party may be lawfully entitled
     in case of any breach or threatened breach by Tenant of any provisions of
     this Lease. In addition to the other remedies provided in this Lease,
     Landlord shall be entitled to the restraint by injunction of the violation
     or attempted or threatened violation of any of the covenants, conditions or
     provisions of this Lease or to a decree compelling specific performance of
     any such covenants, conditions or provisions.

8.4  Tenant, subject to the terms and provisions of this Lease and with the
     benefit of any applicable grace periods provided for in this Lease on
     payment of the rent and observing, keeping and performing all of the terms
     and provisions of this Lease on Tenant's part to be observed, kept and
     performed, shall lawfully, peaceably and quietly have, hold, occupy and
     enjoy the Premises during the Term (exclusive of any period during which
     Tenant is holding over after the expiration or termination of this Lease
     without the consent of Landlord), without hindrance or ejection by any
     persons lawfully claiming under Landlord to have title to the Premises
     superior to Tenant, subject, however, to the terms of this Lease; the
     foregoing covenant of quiet enjoyment is in lieu of any other covenant,
     express or implied; and it is understood and agreed that this covenant and
     any and all other covenants of Landlord contained in this Lease shall be
     binding upon Landlord and Landlord's successors only with respect to
     breaches occurring during Landlord's or Landlord's successors' respective
     ownership of Landlord's interest hereunder, including ground or master
     lessees, to the extent of their respective interests, as and when they
     shall acquire same and then only for so long as they shall retain such
     interest.

     Further, Tenant specially agrees to look solely to Landlord's then equity
     interest in the Building at the time owned, or in which Landlord holds
     an interest as ground lessee, for recovery of any judgment from Landlord;
     it being specifically agreed that neither Landlord (original or successor),
     nor any beneficiary of any Trust of which any person holding Landlord's
     interest is Trustee, nor any member, manager, partner, director or
     stockholder nor Landlord's managing agent shall ever be personally liable
     for any such judgment, or for the payment of any

                                      -42-

     monetary obligation to Tenant. The provision contained in the foregoing
     sentence is not intended to, and shall not, limit any right that Tenant
     might otherwise have to obtain injunctive relief against Landlord or
     Landlord's successors in interest, or any action not involving the personal
     liability of Landlord (original or successor), any successor Trustee to the
     persons named herein as Landlord, or any beneficiary of any Trust of which
     any person holding Landlord's interest is Trustee, or of any manager,
     member, partner, director or stockholder of Landlord or of Landlord's
     managing agent, to respond in monetary damages from Landlord's assets other
     than Landlord's equity interest aforesaid in the Building. In no event
     shall Landlord ever be liable to Tenant for any indirect or consequential
     damages or lost profits suffered by Tenant from whatever cause or loss of
     profits or the like. In the event that Landlord shall be determined to have
     acted unreasonably in withholding any consent or approval under this Lease,
     the sole recourse and remedy of the Tenant in respect thereof shall be to
     specifically enforce Landlord's obligation to grant such consent or
     approval, and in no event shall the Landlord be responsible for any damages
     of whatever nature in respect of its failure to give such consent or
     approval nor shall the same otherwise affect the obligations of the Tenant
     under this Lease or act as any termination of this Lease.

8.5  After receiving notice from any person, firm or other entity that it holds
     a mortgage which includes the Premises as part of the mortgaged premises,
     or that it is the ground lessor under a lease with Landlord, as ground
     lessee, which includes the Premises as a part of the mortgaged premises, no
     notice from Tenant to Landlord shall be effective unless and until a copy
     of the same is given to such holder or ground lessor, and the curing of any
     of Landlord's defaults by such holder or ground lessor within a reasonable
     time thereafter (including a reasonable time to obtain possession of the
     premises if the mortgagee or ground lessor elects to do so) shall be
     treated as performance by Landlord. For the purposes of this Section 8.5 or
     Section 8.15, the term "mortgage" includes a mortgage on a leasehold
     interest of Landlord (but not one on Tenant's leasehold interest). If any
     mortgage is listed on Exhibit F then the same shall constitute notice from
     the holder of such mortgage for the purposes of this Section 8.5. Further
     no Annual Fixed Rent or Additional Rent may be paid by Tenant more than
     thirty (30) days in advance except with the prior written consent of all
     holder(s) of such mortgages and ground leases, and any such payment without
     such consent shall not be binding on such holder(s).

8.6  With reference to any assignment by Landlord of Landlord's interest in this
     Lease, or the rents payable hereunder, conditional in nature or otherwise,
     which assignment is made to the holder of a mortgage or ground lease on
     property which includes the Premises, Tenant agrees:

     (a)  That the execution thereof by Landlord, and the acceptance thereof by
          the holder of such mortgage or the ground lessor, shall never be
          treated as an assumption by such holder or ground lessor of any of the
          obligations of Landlord

                                      -43-

          hereunder, unless such holder, or ground lessor, shall, by notice sent
          to Tenant, specifically otherwise elect; and

     (b)  That, except as aforesaid, such holder or ground lessor shall be
          treated as having assumed Landlord's obligations hereunder only upon
          foreclosure of such holder's mortgage and the taking of possession of
          the Premises, or, in the case of a ground lessor, the assumption of
          Landlord's position hereunder by such ground lessor. Tenant
          acknowledges that it has been informed by Landlord that Landlord has
          entered into certain agreements with its lenders ("Lenders") which
          require it to include in this Lease (and requires Tenant to include in
          any sublease which may be permitted hereunder) the following
          provisions: (i) no rent payable under this Lease or under any such
          sublease may be based in whole or in part on the income or profits
          derived from the Premises or any subleased premises except for
          percentage rent based on gross (not net) receipts or sales; (ii) if
          Lenders succeed to the Landlord's interests under this Lease and are
          advised by Lenders' counsel that all or any portion of the rent
          payable under this Lease is or may be deemed to be unrelated business
          income within the meaning of the Internal Revenue Code of the 1986, as
          amended, or the regulations issued thereunder, Lenders may elect to
          amend unilaterally the calculation of rents under this Lease so that
          none of the rents payable to Lenders under this Lease will constitute
          unrelated business income, provided that such amendment will not
          increase the Tenant's payment obligations or other liability under
          this Lease or reduce the Landlord's obligations under this Lease; and
          (iii) if Lenders request, Tenant will be obligated to execute any
          document Lenders may deem necessary to effect the amendment of this
          Lease in accordance with the foregoing subsection (ii). Further, no
          Annual Fixed Rent or Additional Rent may be paid by Tenant more than
          thirty (30) days in advance except with Lenders' prior written
          consent, and any such payment without such consent shall not be
          binding on Lenders.

          In no event shall the acquisition of title to the Building and the
          land on which the same is located by a purchaser which, simultaneously
          therewith, leases the entire Building or such land back to the seller
          thereof be treated as an assumption by such purchaser-lessor, by
          operation of law or otherwise, of Landlord's obligations hereunder,
          but Tenant shall look solely to such seller-lessee, and its successors
          from time to time in title, for performance of Landlord's obligations
          hereunder subject to the provisions of Section 8.4 hereof. In any such
          event, this Lease shall be subject and subordinate to the lease to
          such purchaser provided that such purchaser agrees to recognize the
          right of Tenant to use and occupy the Premises pursuant to this Lease
          upon the payment of rent and other charges payable by Tenant under
          this Lease and the performance by Tenant of Tenant's obligations
          hereunder and provided that Tenant agrees to attorn to such purchaser.
          For all purposes, such seller-lessee, and its successors in title,
          shall be the landlord hereunder unless and until Landlord's position
          shall have been assumed by such purchaser-lessor.

                                      -44-


8.7  (A) No act or thing done by Landlord during the Lease Term shall be deemed
     an acceptance of a surrender of the Premises, and no agreement to accept
     such surrender shall be valid, unless in writing signed by Landlord. No
     employee of Landlord or of Landlord's agents shall have any power to accept
     the keys of the Premises prior to the termination of this Lease, provided,
     however, that the foregoing shall not apply to the delivery of keys to
     Landlord or its agents in its (or their) capacity as managing agent or for
     purpose of emergency access. In any event, however, the delivery of keys to
     any employee of Landlord or of Landlord's agents shall not operate as a
     termination of the Lease or a surrender of the Premises.

     (B) Upon the expiration or earlier termination of the Lease Term, Tenant
     shall surrender the Premises to Landlord in the condition as required by
     Sections 3.3 and 5.2, first removing all goods and effects of Tenant and
     completing such other removals as may be permitted or required pursuant to
     Section 5.2.


8.8  (A) Tenant warrants and represents that Tenant has not dealt with any
     broker in connection with the consummation of this Lease other than the
     broker, person or firm, if any, designated in Section 1.1 hereof; and in
     the event any claim is made against the Landlord relative to dealings by
     Tenant with brokers other than the Brokers, if any, designated in Section
     1.1 hereof, Tenant shall defend the claim against Landlord with counsel of
     Tenant's selection first approved by Landlord (which approval will not be
     unreasonably withheld) and save harmless and indemnify Landlord on account
     of loss, cost or damage which may arise by reason of such claim.

     (B) Landlord warrants and represents that Landlord has not dealt with any
     broker in connection with the consummation of this Lease other than the
     broker, person or firm, if any, designates in Section 1.1 hereof; and in
     the event any claim is made against the Tenant relative to dealings by
     Landlord with brokers other than the Brokers, if any, designated in Section
     1.1 hereof, Landlord shall defend the claim against Tenant with counsel of
     Landlord's selection and save harmless and indemnify Tenant on account of
     loss, cost or damage which may arise by reason of such claim. Landlord
     agrees that it shall be solely responsible for the payment of brokerage
     commissions to the Brokers, if any, designated in Section 1.1 hereof.

8.9  If any term or provision of this Lease, or the application thereof to any
     person or circumstance shall, to any extent, be invalid or unenforceable,
     the remainder of this Lease, or the application of such term or provision
     to persons or circumstances other than those to which it is held invalid or
     unenforceable, shall not be affected thereby, and each term and provision
     of this Lease shall be valid and be enforced to the fullest extent
     permitted by law.

                                      -45-

8.10 The obligations of this Lease shall run with the land, and except as herein
     otherwise provided, the terms hereof shall be binding upon and shall inure
     to the benefit of the successors and assigns, respectively, of Landlord and
     Tenant and, if Tenant shall be an individual, upon and to his heirs,
     executors, administrators, successors and assigns. Each term and each
     provision of this Lease to be performed by Tenant shall be construed to be
     both a covenant and a condition. The reference contained to successors and
     assigns of Tenant is not intended to constitute a consent to subletting or
     assignment by Tenant, but has reference only to those instances in which
     Landlord may have later given consent to a particular assignment as
     required by the provisions of Article V hereof or such assignment is
     otherwise permitted under Article V.

8.11 Tenant agrees not to record the within Lease, but each party hereto agrees,
     on the request of the other, to execute a so-called Notice of Lease or
     short form lease in form recordable and complying with applicable law and
     reasonably satisfactory to both Landlord's and Tenant's attorneys. In no
     event shall such document set forth rent or other charges payable by Tenant
     under this Lease; and any such document shall expressly state that it is
     executed pursuant to the provisions contained in this Lease, and is not
     intended to vary the terms and conditions of this Lease.

8.12 Whenever, by the terms of this Lease, notice shall or may be given either
     to Landlord or to Tenant, such notice shall be in writing and shall be sent
     by registered or certified mail, return receipt requested, postage prepaid:

     If intended for Landlord, addressed to Landlord at the address set forth on
     the first page of this Lease (or to such other address or addresses as may
     from time to time hereafter be designated by Landlord by like notice) with
     a copy to Landlord, Attention: General Counsel.

     If intended for Tenant, addressed to Tenant at the address set forth on the
     second page of this Lease except that from and after the Commencement Date
     the address of Tenant shall be the Premises, Attention: Gail Goodman (or to
     such other address or addresses as may from time to time hereafter be
     designated by Tenant by like notice), with a copy to Thomas Durkin, Esq.,
     Lucash, Gesmer & Updegrove LLP, 40 Broad Street, Boston, MA 02109.

     Except as otherwise provided herein, all such notices shall be effective
     when received; provided, that (i) if receipt is refused, notice shall be
     effective upon the first occasion that such receipt is refused or (ii) if
     the notice is unable to be delivered due to a change of address of which no
     notice was given, notice shall be effective upon the date such delivery was
     attempted.

     Where provision is made for the attention of an individual or department,
     the notice shall be effective only if the wrapper in which such notice is
     sent is addressed to the attention of such individual or department.

                                      -46-

     Any notice given by an attorney on behalf of Landlord or by Landlord's
     managing agent shall be considered as given by Landlord and shall be fully
     effective.

     Time is of the essence with respect to any and all notices and periods for
     giving notice or, taking any action thereto under this Lease.

8.13 Employees or agents of Landlord have no authority to make or agree to make
     a lease or any other agreement or undertaking in connection herewith. The
     submission of this document for examination and negotiation does not
     constitute an offer to lease, or a reservation of, or option for, the
     Premises, and this document shall become effective and binding only upon
     the execution and delivery hereof by both Landlord and Tenant. All
     negotiations, considerations, representations and understandings between
     Landlord and Tenant are incorporated herein and may be modified or altered
     only by written agreement between Landlord and Tenant, and no act or
     omission of any employee or agent of Landlord shall alter, change or modify
     any of the provisions hereof.

8.14 The titles of the Articles throughout this Lease are for convenience and
     reference only, and the words contained therein shall in no way be held to
     explain, modify, amplify or aid in the interpretation, construction or
     meaning of the provisions of this Lease.

8.15 This Lease shall be subject and subordinate to any mortgage now or
     hereafter on the Site or the Building, or both, and to each advance made or
     hereafter to be made under any mortgage, and to all renewals,
     modifications, consolidations, replacements and extensions thereof and all
     substitutions therefor provided that in the case of a future mortgage the
     holder of such mortgage agrees to recognize the rights of Tenant under this
     Lease (including the right to use and occupy the Premises) upon the payment
     of rent and other charges payable by Tenant under this Lease and the
     performance by Tenant of Tenant's obligations hereunder. In confirmation of
     such subordination and recognition, Tenant shall execute and deliver
     promptly such instruments of subordination and recognition as such
     mortgagee may reasonably request. In the event that any mortgagee or its
     respective successor in title shall succeed to the interest of Landlord,
     then, this Lease shall nevertheless continue in full force and effect and
     Tenant shall and does hereby agree to attorn to such mortgagee or successor
     and to recognize such mortgagee or successor as its landlord. If any holder
     of a mortgage which includes the Premises, executed and recorded prior to
     the date of this Lease, shall so elect, this Lease and the rights of Tenant
     hereunder, shall be superior in right to the rights of such holder, with
     the same force and effect as if this Lease had been executed, delivered and
     recorded, or a statutory Notice hereof recorded, prior to the execution,
     delivery and recording of any such mortgage. The election of any such
     holder shall become effective upon either notice from such holder to Tenant
     it the same fashion as notices from Landlord to Tenant are to be given
     hereunder

                                      -47-

     or by the recording in the appropriate registry or recorder's office of an
     instrument in which such holder subordinates its rights under such mortgage
     to this Lease. Tenant hereby appoints such mortgagee (from time to time) as
     Tenant's attorney-in-fact to execute such subordination and recognition in
     the following circumstances:

     1.   Landlord, such mortgagee, or ground lessor ("Requesting Party") shall
          have given Tenant a written request ("First Request") therefore,
          stating that if Tenant does not timely execute and deliver such
          certificate or instrument, the mortgagee or ground lessor may act as
          Tenant's attorney-in-fact in accordance with this Section 8.15;

     2.   Tenant shall fail to execute and deliver such certificate or
          instrument or provide Landlord with notice of its objections to the
          form of such certificate or instrument within ten (10) days of the
          First Request;

     3.   The Requesting Party shall, after the expiration of such ten (10) day
          period, have given Tenant another request ("Second Request") therefor,
          stating that Tenant has failed timely to respond to the First Request
          for such certificate or instrument and that if Tenant does not execute
          and deliver such certificate or instrument within ten (10) days of the
          Second Request, the mortgagee or ground lessor may act as Tenant's
          attorney-in-fact in accordance with this Section 8.15; and

     4.   Tenant shall fail to execute and deliver such certificate or
          instrument or provide Landlord with notice of its objections to the
          form of such certificate or instrument within ten (10) days of the
          Second Request.

     Notwithstanding the foregoing, upon written request by Tenant, Landlord
     will use reasonable efforts to obtain a non-disturbance, subordination and
     attornment agreement from Landlord's then current mortgagee on such
     mortgagee's then current standard form of agreement. "Reasonable efforts"
     of Landlord shall not require Landlord to incur any cost, expense or
     liability to obtain such agreement, it being agreed that Tenant shall be
     responsible for any fee or review costs charged by the mortgagee. Upon
     request of Landlord, Tenant will execute the mortgagee's form of
     non-disturbance, subordination and attornment agreement and return the same
     to Landlord for execution by the mortgagee. Landlord's failure to obtain a
     non-disturbance, subordination and attornment agreement for Tenant shall
     have no effect on the rights, obligations and liabilities of Landlord and
     Tenant to be considered to be a default by Landlord hereunder.

8.16 Recognizing that Landlord may find it necessary to establish to third
     parties, such as accountants, banks, potential or existing mortgagees,
     potential purchasers or the like, the then current status of performance
     hereunder, Tenant, within ten (10) days after the request of landlord made
     from time to time, will furnish to

                                      -48-


     Landlord, or any existing or potential holder of any mortgage encumbering
     the Premises, the Building, the Site and/or the Complex or any potential
     purchaser of the Premises, the Building, the Site and/or the Complex, (each
     an "Interested Party"), a statement of the status of any matter pertaining
     to this Lease, including, without limitation, acknowledgments that (or the
     extent to which) each party is in compliance with its obligations under the
     terms of this Lease. In addition, Tenant shall deliver to Landlord, or any
     Interested Party designated by Landlord, financial statements of Tenant and
     any guarantor of Tenant's obligations under this Lease, as reasonably
     requested by Landlord, including, but not limited to financial statements
     for the past three (3) years. Upon written request by Tenant, Landlord and
     any party receiving such statements from Landlord shall, prior to delivery
     of such statements, enter into a commercially reasonable confidentiality
     agreement covering any confidential information that is disclosed by
     Tenant. Any such status statement or financial statement delivered by
     Tenant pursuant to this Section 8.16 may be relied upon by any Interested
     Party.

8.17 If Tenant shall at any time default in the performance of any obligation
     under this Lease, Landlord shall have the right, but shall not be
     obligated, to enter upon the Premises and to perform such obligation
     notwithstanding the fact that no specific provision for such substituted
     performance by Landlord is made in this Lease with respect to such default.
     In performing such obligation, Landlord may make any payment of money or
     perform any other act. All sums so paid by Landlord (together with interest
     at the rate of two and one-half percentage points over the then prevailing
     prime or base rate in Boston as set by Fleet Bank, N.A., or its successor)
     (but in no event greater than the maximum rate permitted by applicable law)
     and all costs and expenses in connection with the performance of any such
     act by Landlord, shall be deemed to be additional rent under this Lease and
     shall be payable to Landlord immediately on demand. Landlord may exercise
     the foregoing rights without waiving any other of its rights or releasing
     Tenant from any of its obligations under this Lease.

8.18 Any holding over by Tenant after the expiration of the term of this Lease
     shall be treated as a tenancy at sufferance and shall be on the terms and
     conditions as set forth in this Lease, as far as applicable except that
     Tenant shall pay as a use and occupancy charge an amount equal to the
     greater of (x) the Holdover Percentage, as hereinafter defined, of the
     Annual Fixed Rent and Additional Rent calculated (on a daily basis) at the
     highest rate payable under the terms of this Lease or (y) the fair market
     rental value of the Premises, in each case for the period measured from the
     day on which Tenant's hold-over commences and terminating on the day on
     which Tenant vacates the Premises. For purposes hereof, the "Holdover
     Percentage" shall be equal to 150% for the first thirty (30) days of such
     hold-over and 200% from and after the thirty-first (31st) day of such
     hold-over. In addition, if Tenant holds-over for more than thirty (30)
     days, Tenant shall save Landlord, its agents and employees harmless and
     will exonerate, defend and indemnify Landlord, its agents and employees
     from and against any and all damages which

                                      -49-



     Landlord may suffer on account of Tenant's hold-over in the Premises after
     the expiration or prior termination of the term of this Lease. Nothing in
     the foregoing nor any other term or provision of this Lease shall be deemed
     to permit Tenant to retain possession of the Premises or hold over in the
     Premises after the expiration or earlier termination of the Lease Term. All
     property which remains in the Building or the Premises following vacation
     by Tenant of the Premises after the expiration or termination of this Lease
     shall be conclusively deemed to be abandoned and may either be retained by
     Landlord as its property or sold or otherwise disposed of in such manner as
     Landlord may see fit. If any part thereof shall be sold, then Landlord may
     receive the proceeds of such sale and apply the same, at its option against
     the expenses of the sale, the cost of moving and storage, any arrears of
     rent or other charges payable hereunder by Tenant to Landlord and any
     damages to which Landlord may be entitled under this Lease and at law and
     in equity.

8.19 Any insurance carried by either party with respect to the Premises or
     property therein or occurrences thereon shall, if it can be so written
     without additional premium or with an additional premium which the other
     party agrees to pay, include a clause or endorsement denying to the insurer
     rights of subrogation against the other party to the extent rights have
     been waived by the insured prior to occurrence of injury or loss. Each
     party, notwithstanding any provisions of this Lease to the contrary, hereby
     waives any rights of recovery against the other for injury or loss due to
     hazards covered by such insurance to the extent of the indemnification
     received thereunder. This waiver of rights by Tenant shall apply to, and be
     for the benefit of, Landlord's managing agent.


8.20 (A) On the conditions (which conditions Landlord may waive by written
     notice to Tenant) that at the time of exercise of the herein described
     option to extend (i) there exists no "Event of Default" (defined in Section
     7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant
     has neither assigned this Lease nor sublet any portion of the Premises
     (except for an assignment subletting permitted without Landlord's consent
     under Section 5.6 hereof), Tenant shall have the right to extend the Term
     hereof upon all the same terms, conditions, covenants and agreements herein
     contained (except for the Annual Fixed Rent which shall be adjusted during
     the option period as hereinbelow set forth and except that there shall be
     no further option to extend) for one (1) period of two (2) years. The
     option period is sometimes herein referred to as the "Extended Term".
     Notwithstanding any implication to the contrary Landlord has no obligation
     to make any additional payment to Tenant in respect of any construction
     allowance or the like or to perform any work to the Premises as a result of
     the exercise by Tenant of such option.

     (B) If Tenant desires to exercise its option to extend the Term, then
     Tenant shall give notice ("Tenant's Request") to Landlord, not earlier than
     fifteen (15) months nor later than twelve (12) months prior to the
     expiration of the Original

                                      -50-

     Term, of Tenant's request for Landlord's quotation of the annual fair
     market rent for the Premises as of the commencement date of the Extended
     Term, such quotation to be based on the use of the Premises as first class
     office space utilizing properties of a similar character within the Boston
     West Suburban market (including premises within the Complex if at the time
     such quotation is requested such premises shall be available for rent)
     (hereinafter called the "Annual Market Rent"). Within thirty (30) days
     after Landlord's receipt of Tenant's notice requesting such a quotation,
     Landlord shall notify Tenant of Landlord's quotation of the Annual Market
     Rent for the Extended Tenn. Within fifteen (15) days after receipt by
     Tenant of Landlord's quotation of such Annual Market Rent, Tenant shall
     have the right to extend the Term for the Extended Term by written notice
     ("Exercise Notice") to Landlord within said last mentioned 15-day period
     upon all of the same terms, conditions, covenants and agreements contained
     in this Lease except that the annual fixed rent for the Extended Term shall
     be equal to the Annual Market Rent as quoted by Landlord for the Extended
     Term; provided, however, in no event shall the Annual Fixed Rent payable
     during the Extended Term be less than the Annual Fixed Rent for the last
     year of the Original Term of this Lease and except further that the only
     extension options shall be those set forth in this Section 8.20. Upon the
     giving of such notice, this Lease and the Term hereof shall be extended,
     for the Extended Term, without the necessity for the execution of any
     additional documents (except that Landlord and Tenant agree to enter into
     an instrument in writing setting forth the Annual Fixed Rent); and in such
     event all references herein to the Term or the term of this Lease shall be
     construed as referring to the Term, as so extended, unless the context
     clearly otherwise requires. If Tenant fails timely to give either a
     Tenant's Request or an Exercise Notice pursuant to this Section 8.20, then
     Tenant shall have no further right to extend the term of the Lease pursuant
     to this Section 8.20, time being of the essence of the exercise by Tenant
     of its rights under this Section 8.20. Tenant shall have no right to extend
     the term of this Lease for more than two (2) years after the expiration of
     the Original Lease Term.

8.21 SECURITY DEPOSIT

     (A) Concurrently with the execution of this Lease, Tenant shall pay to
     landlord a security deposit in the amount of One Hundred Four Thousand
     Three Hundred Eighty-Two and 24/100 Dollars ($104,382.24) and Landlord
     shall hold the same, throughout the Term of this Lease (including the
     Extended Term, if applicable), unless sooner returned to Tenant as provided
     in this Section 8.21, as security for the performance by Tenant of all
     obligations on the part of Tenant to be performed under this Lease. At
     Tenant's option, such deposit, or any portion thereof, may be in the form
     of an irrevocable, unconditional, negotiable letter of credit (the "Letter
     of Credit"). The Letter of Credit shall (i) be issued by and drawn on a
     bank reasonably approved by Landlord and at a minimum having a corporate
     credit rating from Standard and Poor's Professional Rating Service of BBB-
     or a comparable minimum rating from Moody's Professional Rating Service
     (Landlord

                                      -51-

     hereby approving Silicon Valley Bank as of the date of this Lease), (ii) be
     in a form reasonably acceptable to Landlord, (iii) permit one or more draws
     thereunder to be made accompanied only by certification by Landlord that
     pursuant to the terms of this Lease, Landlord is entitled to apply such
     Letter of Credit and the proceeds thereof to an Event of Default of Tenant
     under this Lease, (iv) permit transfers at any time without charge, and (v)
     permit presentment by recognized overnight delivery service. Any such
     Letter of Credit shall be for a term of one (1) year and shall provide for
     automatic renewals through the date which is thirty (30) days subsequent to
     the scheduled expiration of this Lease (as the same may be extended) unless
     at least 45 days prior to the expiration date or applicable anniversary
     thereof, the issuer notifies Landlord in writing ("Non Renewal Notice")
     that the issuer elects not to so renew the Letter of Credit, or if the
     issuer will not grant automatic renewals (subject to a Non Renewal Notice),
     the Letter of Credit shall be renewed by Tenant each year and each such
     renewal shall be delivered to and received by Landlord not later than
     thirty (30) days before the expiration of the then current Letter of Credit
     (herein called a "Renewal Presentation Date"). In the event of a failure to
     so deliver any such renewal Letter of Credit on or before the applicable
     Renewal Presentation Date, or if the issuer gives Landlord a Non Renewal
     Notice, Landlord shall be entitled to present the then existing Letter of
     Credit for payment and to receive the proceeds thereof, which proceeds
     shall be held as Tenant's security deposit, subject to the terms of this
     Section 8.21. Upon the occurrence of any Event of Default, Landlord shall
     have the right from time to time without prejudice to any other remedy
     Landlord may have on account thereof, to draw on all or any portion of such
     deposit held as a Letter of Credit and to apply the proceeds of such Letter
     of Credit or any cash held as such deposit, or any part thereof, to the
     extent necessary to satisfy Landlord's damages arising from such Event of
     Default on the part of Tenant under the terms of this Lease. If Landlord so
     applies all or any portion of such deposit, Tenant shall within seven (7)
     days after notice from Landlord deposit cash with Landlord in an amount
     sufficient to restore such deposit to the full amount stated in this
     Section 8.21. While Landlord holds any cash deposit Landlord shall have no
     obligation to pay interest on the same and shall have the right to
     commingle the same with Landlord's other funds. Neither the holder of a
     mortgage nor the Landlord in a ground lease on property which includes the
     Premises shall ever be responsible to Tenant for the return or application
     of any such deposit, whether or not it succeeds to the position of Landlord
     hereunder, unless such deposit shall have been received in hand by such
     holder or ground Landlord.

     Tenant not then being in default beyond the expiration of applicable grace
     periods, and having performed all of its obligations under this Lease,
     including the payment of all Annual Fixed Rent, Landlord shall return the
     deposit, or so much thereof as shall not have theretofore been applied in
     accordance with the terms of this Section 8.21, to Tenant on the expiration
     or earlier termination of the term of this Lease (as the same may have been
     extended) and surrender possession of the

                                      -52-

     Premises by Tenant to Landlord in the condition required in the Lease at
     such time.

8.22 If Landlord shall not have received any payment or installment of Annual
     Fixed Rent or Additional Rent on or before the date (the "Due Date") on
     which the same first becomes payable under this Lease, the amount of such
     payment or installment shall bear interest from the Due Date through and
     including the date such payment or installment is received by Landlord, at
     a rate equal to the lesser of (i) the rate announced by Fleet National
     Bank, N.A. or its successor from time to time as its prime or base rate (or
     if such rate is no longer available, a comparable rate reasonably selected
     by Landlord), plus two percent (2%), or (ii) the maximum applicable legal
     rate, if any. Such interest shall be deemed additional rent and shall be
     paid by Tenant to Landlord upon demand.

8.23 This Lease shall be governed exclusively by the provisions hereof and by
     the law of the Commonwealth of Massachusetts, as the same may from time to
     time exist.

8.24 Each and every payment and expenditure, other than Annual Fixed Rent, shall
     be deemed to be Additional Rent hereunder, whether or not the provisions
     requiring payment of such amounts specifically so state, and shall be
     payable, unless otherwise provided in this Lease, within thirty (30) days
     after written demand by Landlord, and in the case of the non-payment of any
     such amount, Landlord shall have, in addition to all of its other rights
     and remedies, all the rights and remedies available to Landlord hereunder
     or by law in the case of non-payment of Annual Fixed Rent. Unless expressly
     otherwise provided in this Lease, the performance and observance by Tenant
     of all the terms, covenants and conditions of this Lease to be performed
     and observed by Tenant shall be at Tenant's sole cost and expense. If
     Tenant has not objected to any statement of Additional Rent which is
     rendered by Landlord to Tenant within ninety (90) days after Landlord has
     rendered the same to Tenant, them the same shall be deemed to be a final
     account between Landlord and Tenant not subject to any further dispute. In
     the event that Tenant shall seek Landlord's consent or approval under this
     Lease, then Tenant shall reimburse Landlord, upon demand, as Additional
     Rent, for all reasonable costs and expenses, including legal and
     architectural costs and expenses, incurred by Landlord in processing such
     request, whether or not such consent or approval shall be given.

8.25 To induce Landlord to enter into this Lease, the Tenant hereby waives any
     right to trial by jury in any action, proceeding or counterclaim brought by
     either Landlord or Tenant on any matters whatsoever arising out of any way
     connected with this Lease, the relationship of the Landlord and the Tenant,
     the Tenant's use or occupancy of the premises and/or any claim of injury or
     damage, including but not limited to, any summary process eviction action.

                                      -53-


     EXECUTED as a sealed instrument in two or more counterparts each of which
shall be deemed to be an original.

WITNESS:                                LANDLORD:

                                        BOSTON PROPERTIES LIMITED PARTNERSHIP

                                        By BOSTON PROPERTIES, INC.,
                                        Its general partner


/s/ [illegible]                         By /s/ David C. Provost
- -------------------------------------      -------------------------------------
                                        Name David C. Provost
                                        Title Vice President


                                        TENANT:

                                        ROVING SOFTWARE INCORPORATED


                                        By /s/ Gail F. Goodman
                                           -------------------------------------
                                        Name Gail F. Goodman
                                        Title PRESIDENT
                                              (OR VICE PRESIDENT)
                                              HERETO DULY AUTHORIZED


ATTEST:


/s/ Gail F. Goodman                     By /s/ Gail F. Goodman
- -------------------------------------      -------------------------------------
Name Gail F. Goodman                    Name Gail F. Goodman
Title SECRETARY                         Title TREASURER
      (ASSISTANT SECRETARY)                   (OR ASSISTANT TREASURER)
                                              HERETO DULY AUTHORIZED

(CORPORATE SEAL)



                                    EXHIBIT A

                                   DESCRIPTION

     A parcel of land (the "Land") in Waltham and Lexington, Middlesex County,
Massachusetts containing 34.372 acres and shown on that certain plan entitled
"Plan of Land in Waltham and Lexington, Middlesex Co., Mass.", dated March
6,1986, prepared by Land Surveys Incorporated, recorded with the Middlesex South
District Registry of Deeds (the "Registry") in Book 17090, Page End (the
"Plan"), bounded and described as follows:

                 
EASTERLY            by the Northern Circumferential Highway (Route 128) by two
                    lines measuring 1,067.16 feet and 127.72 feet;

SOUTHEASTERLY       by the ramp to Trapelo Road and Trapelo Road by five lines
AND SOUTHERLY       measuring 309.05 feet, 262.57 feet, 122.01 feet, 78.18 feet,
                    and 8.38 feet;

NORTHWESTERLY       by land N/F Reservoir Place Realty Trust, 110 feet;

SOUTHERLY           by land N/F Reservoir Place Realty Trust, 96.07 feet, and by
                    land N/F William and Louise Butler, 99 feet;

NORTHWESTERLY       by land N/F Thomas P. and Sandra H. Kehoe, 105 feet;

SOUTHERLY           62 feet,

SOUTHEASTERLY       39.27 feet and 160 feet, and

NORTH-EASTERLY      39.27 feet, all by land of N/F Thomas P, and Sandra H.
                    Kehoe;

SOUTHWESTERLY       by Trapelo Road, 95 feet;

NORTHWESTERLY       39.27 feet and 100 feet, and

SOUTHWESTERLY       102.57 feet, all by land N/F Leonard and Evalyn Weld;

NORTHWESTERLY       275 feet, and

SOUTHWESTERLY       122.35, by land N/F Robert L. and Barbara T. Anderson;



                                      -55-


                 
NORTHWESTERLY       by two lines measuring 235.15 feet and 284.27 feet, by lands
                    N/F Edward J. and Beverly J. Mirabito, Carol Lane, N/F
                    Charles J. Senior, Jr., N/F Donald and Shirley Gibbs, N/F
                    Raymond R. and Bridget Picard, and N/F Henry F. Miller;

WESTERLY            by five lines measuring 580.06 feet, 25 feet, 128.21 feet,
                    344.66 feet and 9.12 feet, by lands N/F Henry P, Miller, N/F
                    John H. and Nancy Russell, N/F Frederick and Anne Creamer,
                    N/F J.S.C. Realty Trust, N/F Santo and Catherine Lafauci,
                    N/F Jean Yves and Annette Morin,

                    N/F Helen K. Hickey, Priscilla Lane, N/F Stanley C. and
                    Louise H. Whynock, and the City of Waltham;

NORTHEASTERLY       692.16 feet by land N/F The C-R Trust;

EASTERLY            137.39 feet by Route 128;

SOUTHWESTERLY       by two lines measuring 336.67 feet and 286.94 feet by land
                    N/F Tracer Lane Trust;

EASTERLY            by two lines measuring 506.14 feet and 325.94 feet, by land
                    N/F Tracer Lane Trust;

NORTHERLY           45 feet,

WESTERLY            27 feet, and

NORTHERLY           555.01 feet, all by land N/F Tracer Lane Trust.



     Together with the right, in common with others, use Tracer Lane, a private
way, throughout its entire length over the Land, for access to and from Trapelo
Road, a public way, and for all other purposes for which public ways are
normally used in the City of Waltham and the Town of Lexington, as shown on the
Plan.

     Together with the appurtenant right in common with others to use that
portion of the Land located within the easement granted to Boston Edison Company
by a Grant of Easement dated October 2, 1946 and recorded in the Registry in
Book 7098, Page 118, for all purposes allowed under an Agreement with Boston
Edison Company and Albamont Properties, Inc. dated January 31, 1975 and recorded
in the Registry in Book 12771, Page 538.

     Together with the appurtenant right and easement, in common with others, to
discharge surface water contained in an Easement Indenture among Tracerlab, Inc.
et al. dated January 9, 1957 and recorded in the Registry in Book 8892, Page
112.

                                      -56-



     Together with the appurtenant rights and easements, in common with others,
granted to, the owner of the Land in (a) an Indenture among Boston Edison
Company et al. Dated September 19, 1966 and recorded in the Registry in Book
11258, Page 79, (b) a Utilities Maintenance Agreement among LFE Inc. et al dated
September 19, 1966 and recorded in the Registry in Book 11258, Page 92, and (c)
an Easement Indenture among 128 Realty Corporation et al. dated September 19,
1966 and recorded in the Registry in Book 11258, Page 061.

     Together with the right and easement, in common with others, granted the
owner of the Land in an Agreement dated May 12,1975 and recorded in the Registry
in Book 12892, Page 410.

     Together with the right to terminate the Agreement between Leonard N. Weld
et ux. dated April 9,1974 and recorded in the Registry in Book 12627, Page 235.

                                      -57-


                                    EXHIBIT B

                         DESCRIPTION OF LANDLORD'S WORK

Phase I Construction

1.   Server room 4-ton dedicated HVAC unit installed, functional, and tested
     with a separate thermostat control in the server room.

2.   Server room expansion by relocating left server room wall roughly 6 1/2
     feet into the kitchen space.

3.   Power requirements

     a.   Dedicate the already existing 60-amp panel in the server room to
          exclusively power all of the cubicles that Tenant is building out
          (complete)

     b.   Installing another 60-amp panel (three phase) in the server room to
          service all of the server racks and computers within the server room.

     c.   Connecting the A/C unit to the already existing Nema-5-30 wall outlet,
          which draws power from a third power panel NOT located in the Premises
          (complete)

     d.   Attaching the 4 quad outlets in the server room to another power panel
          which is NOT in the Premises (complete)

Phase II Construction

1.   Removal of small decorative wall at main entrance.


                                      -58-


                                    EXHIBIT C

                                LANDLORD SERVICES

                                 RESERVOIR PLACE

I.   CLEANING:

     Cleaning and janitor services as provided below:

     A.   OFFICE AREAS:

          DAILY: (Monday through Friday, inclusive, holidays excepted).

          1.   Empty all waste receptacles and ashtrays and remove waste
               material from the Premises; wash receptacles as necessary.

          2.   Sweep and dust mop all uncarpeted areas using a dust-treated mop.

          3.   Vacuum all rugs and carpeted areas.

          4.   Hand dust and wipe clean with treated cloths all horizontal
               surfaces, including furniture, office equipment, window sills,
               door ledges, chair rails, and convector tops, within normal
               reach.

          5.   Wash clean all water fountains and sanitize.

          6.   Move and dust under all desk equipment and telephones and replace
               same (but not computer terminals, specialized equipment or other
               materials).

          7.   Wipe clean all chrome and other bright work.

          8.   Hand dust grill work within normal reach.

          9.   Main doors to premises shall be locked and lights shut off upon
               completion of cleaning.

          WEEKLY:

          1.   Dust coat racks and the like.

          2.   Spot clean entrance doors, light switches and doorways.


                                      -59-


QUARTERLY:

          1.   Render high dusting not reached in daily cleaning to include:

               a)   dusting all pictures, frames, charts, graphs and similar
                    wall hangings.

               b)   dusting of all vertical surfaces, such as walls, partitions,
                    doors and door frames, etc.

               c)   dusting all pipes, ducts and moldings.

               d)   dusting of all vertical blinds.

               e)   dust all ventilating, air conditioning, louvers and grills.

          2.   Spray buff all resilient floors.

     B.   LAVATORIES:

          DAILY: (Monday through Friday, inclusive, holidays excepted).

          1.   Sweep and damp mop.

          2.   Clean all mirrors, powder shelves, dispensers and receptacles,
               bright work, flushometers, piping and toilet seat hinges.

          3.   Wash both sides of all toilet seats.

          4.   Wash all basins, bowls and urinals.

          5.   Dust and clean all powder room fixtures.

          6.   Empty and clean paper towel and sanitary disposal receptacles.

          7.   Remove waste paper and refuse.

          8.   Refill tissue holders, soap dispensers, towel dispensers,
               sanitary dispensers; materials to be furnished by Landlord,

          MONTHLY:

          1.   Machine scrub lavatory floors.


                                      -60-


          2.   Wash all partitions and tile walls in lavatories.

          3.   Dust all lighting fixtures and grills in lavatories.

     C.   MAIN LOBBIES, ELEVATORS, STAIRWELLS AND COMMON CORRIDORS:

          DAILY: (Monday through Friday, inclusive, holidays excepted).

          1.   Sweep and damp mop all floors, empty and clean waste receptacles,
               dispose of waste.

          2.   Clean elevators, wash or vacuum floors, wipe down walls and
               doors.

          3.   Spot clean any metal work inside lobbies.

          4.   Spot clean any metal work surrounding building entrance doors.

          5.   Sweep all stairwells and dust handrails.

          MONTHLY:

          1.   All resilient tile floors in public areas to be spray buffed.

     D.   WINDOW CLEANING:

          All exterior windows shall be washed on the inside and outside
          surfaces no less than three (3) times per year.

II.  HVAC:

     A.   Heating, ventilating and conditioning equipment will be provided with
          sufficient capacity to accommodate a maximum population density of one
          (1) person per one hundred fifty (150) square feet of useable floor
          area served. In the event Tenant introduces into the Premises
          personnel or equipment which overloads the system's ability to
          adequately perform its proper functions, Landlord shall notify Tenant
          in writing and supplementary system(s) may be required and installed
          by Landlord at Tenant's expense, if within fifteen (15) days Tenant
          has not modified its use so as not to cause such overload.

                                      -61-


          Operating criteria of the basic system are in accordance with the
          Massachusetts Energy Code and shall not be less than the following:

          1.   Cooling season indoor conditions of not in excess of 78 degrees
               Fahrenheit when outdoor conditions are 91 degrees Fahrenheit
               drybulb and 73 degrees Fahrenheit wetbulb.

          2.   Heating season minimum room temperature of 70 degrees Fahrenheit
               when outdoor conditions are 6 degrees Fahrenheit drybulb.

     B.   Landlord shall provide heating, ventilating and air conditioning as
          normal seasonal charges may require during Normal Building Operating
          Hours (8:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to
          1:00 p.m. on Saturdays, legal holidays in all cases excepted).

          If Tenant shall require air conditioning (during the air conditioning
          season) or heating or ventilating during any season outside Normal
          Building Operating Hours, Landlord shall use landlord's best efforts
          to furnish such services for the area or areas specified by written
          request of Tenant delivered to the Building Superintendent or the
          Landlord before 3:00 p.m. of the business day preceding the extra
          usage. For such services, Tenant shall pay Landlord, as additional
          rent, upon receipt of billing, a sum equal to the cost incurred by
          Landlord. As of the date of this Lease, the cost for such service is
          $32.00 per hour.

III. ELECTRICAL SERVICES:

     A.   Landlord shall provide electric power for a combined load of 3.0 watts
          per square foot of useable area for lighting and for office machines
          through standard receptacles for a typical office space and Landlord
          shall provide the additional power requirements per Exhibit B.

     B.   Landlord shall require separate check or sub-metering and direct
          billing to Tenant for the electric power required for the HVAC unit to
          be installed in the Premises as part of the Landlord Work and for any
          other special equipment (such as computers and reproduction equipment)
          that requires either 3-phase electric power or any voltage other than
          120, or for any other usage in excess of 3.0 watts per square foot.

     C.   Landlord will furnish and install, at Tenant's expense, all
          replacement lighting tubes, lamps and ballasts required by Tenant.
          Landlord will clean lighting fixtures on a regularly scheduled basis
          at Tenant's expense.

                                      -62-


IV.  ELEVATORS:

     Provide passenger elevator service.

V.   WATER:

     Provide hot water for lavatory purposes and cold water for drinking,
     lavatory and toilet purposes.

VI.  CARD ACCESS SYSTEM:

     Landlord will provide a card access system at one entry door of the
     building.

                                      -63-



                                    EXHIBIT D

                                   FLOOR PLAN

                              [IMAGE OF FLOOR PLAN]






































                                      -64-


                                    EXHIBIT E

                       FORM OF COMMENCEMENT DATE AGREEMENT

     Reference is made to that certain Lease by and between ___________________
__________________, a(n) __________________, Landlord and _____________________,
a(n) ________________________, Tenant, and dated ___________________.

     Landlord and Tenant hereby confirm and agree that the Commencement Date
under the Lease is _______________________ and that the Lease Term is _________.

     This Commencement Date Agreement is executed as a sealed instrument as of
_________, 20___.

                                        LANDLORD:                              ,
                                                  -----------------------------
                                        a(n)
                                             -----------------------------------


                                        By:
                                            ------------------------------------

                                            ------------------------------------


                                        By:
                                            ------------------------------------

                                            ------------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        TENANT:                                ,
                                                -------------------------------
                                        A(n)
                                             -----------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Name (print):
                                                      --------------------------


                                      -65-



                                    EXHIBIT F

                               LIST OF MORTGAGEES

     Security Agreement and Mortgage Deed, dated 10/30/96 recorded in the South
Middlesex Registry of Deeds at Book 26791, Page 101, affected by Amended and
Restated Mortgage Deed from Landlord to Teachers Insurance and Annuity
Association of America, dated 11/3/98 recorded with said Deeds, said mortgagee
having an address Attn: Joan Herman, Sr. Investment Analyst, 730 Third Avenue,
New York, NY 10017.





























                                      -66-



                            FIRST AMENDMENT TO LEASE

     FIRST AMENDMENT TO LEASE dated as of this 29th day of June, 2005, by and
between BOSTON PROPERTIES LIMITED PARTNERSHIP, as landlord ("Landlord") and
ROVING SOFTWARE INCORPORATED, a Delaware corporation, d/b/a CONSTANT CONTACT, as
tenant ("Tenant").

                                    RECITALS

     By Lease (the "Lease") dated July 9, 2002, Landlord did lease to Tenant and
Tenant did lease from Landlord a portion of the second (2nd) floor of the
building known as and numbered Reservoir Place, 1601 Trapelo Road, Waltham,
Massachusetts (the "Building") consisting of 8,521 square feet of rentable floor
area (the "Rentable Floor Area of the Initial Premises") which Premises are more
particularly described in the Lease (the "Initial Premises").

     Landlord and Tenant have agreed to terminate the Lease with regard to the
entire Initial Premises (hereinafter sometimes also referred to as the
"Relinquished Premises") and Tenant has determined to Lease from Landlord the
27,094 square feet of rentable floor area (the "Rentable Floor Area of the New
Premises") on the third floor of the Building, which space is shown on Exhibit A
attached hereto as New Premises (hereinafter sometimes referred to as the "New
Premises ") upon all of the same terms and conditions contained in the Lease,
except as otherwise provided in this First Amendment to Lease (the "First
Amendment").

     In addition, the Lease provides for a Term which will expire, unless
extended or sooner terminated, on July 31, 2005. Landlord and Tenant desire to
extend the Term of the Lease upon the terms contained in this First Amendment.

     Landlord and Tenant are entering into this instrument to set forth said
leasing of the New Premises, to integrate the New Premises into the Lease, to
extend the Term of the Lease and to amend the Lease.

     NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration in hand this date paid by each of the parties to other,
the receipt and sufficiency of which are hereby severally acknowledged, and in
further consideration of the mutual promises herein contained, Landlord and
Tenant hereby agree to and with each other as follows:

     1. As of the "New Premises Commencement Date (as defined in Section 2
hereinbelow) the New Premises shall constitute a part of the "Premises" (and
"Tenant's Space") demised to Tenant under the Lease and as of the "Relinquish
Date" (as defined in Section 3 hereof) the Relinquished Premises shall no longer
be deemed to be a part of and shall be deleted and removed from the "Premises"
(and "Tenant's Space") demised to Tenant under the Lease. By way of example, the
option to extend the Lease Term provided in Section 6 hereinbelow shall apply to
the New Premises but not to the Relinquished Premises.

     2. The following definitions are hereby added to Section 1.1 of the Lease
immediately after the definition of "Outside Completion Date for Phase II
Construction":



          NEW PREMISES           The earlier to occur of (i) the date on which
          COMMENCEMENT DATE:     the New Premises are substantially complete as
                                 provided in Exhibit C attached to this First
                                 Amendment, or (ii) the date which Tenant
                                 commences beneficial use of the New Premises.

          NEW PREMISES           October 1, 2005
          SCHEDULED TERM
          COMMENCEMENT DATE:

          NEW PREMISES OUTSIDE   March 1, 2006
          COMPLETION DATE:

          NEW PREMISES LEASE     That period of time commencing on the New
          TERM:                  Premises Commencement Date and expiring on the
                                 expiration on the First Extended Term (defined
                                 in Section 4 hereinbelow).

     3. On or prior to the New Premises Commencement Date (sometimes hereinafter
also referred to as the "Relinquish Date"), Tenant shall quit and vacate the
Relinquished Premises and surrender the same in the condition required by the
Lease upon the expiration or earlier termination of the Lease Term.

     4. The Lease Term, which but for this First Amendment is scheduled to
expire on July 31, 2005, is hereby extended for a period commencing on August 1,
2005 and expiring on the date which is sixty (60) months subsequent to the New
Premises Commencement Date (plus the partial month, if any, immediately
following the New Premises Commencement Date) (the "First Extended Term") unless
sooner extended or terminated in accordance with the provisions of the Lease as
herein amended, such extension to be upon all the same terms and conditions set
forth in the Lease except as otherwise provided in this First Amendment.

     5. Section 8.20 of the Lease is hereby deleted in its entirety and Landlord
and Tenant hereby acknowledge and agree that Tenant's only option to extend the
Lease Term beyond the expiration of the First Extended Term shall be as set
forth in Section 6 hereinbelow.

     6. (A) On the conditions (which conditions Landlord may waive by written
notice to Tenant) that both at the time of exercise of the herein described
option to extend and as of the commencement of such extended term (i) there
exists no "Event of Default" (defined in Section 7.1 of the Lease) and there
have been no more than two (2) Event of Default occurrences during the Term,
(ii) the Lease is still in full force and effect, and (iii) Tenant has neither
assigned the Lease nor sublet the Premises (except for an assignment or
subletting permitted without Landlord's consent under Section 5.6 hereof),
Tenant shall have the right to extend the Term of the Lease upon all the same
terms, conditions, covenants and agreements contained in the Lease (except for
the Annual Fixed Rent which shall be adjusted during the option period as
hereinbelow set forth and except that there shall be no further option to
extend) for one period of



three (3) years. The option period is sometimes herein referred to as the
"Second Extended Term." Notwithstanding any implication to the contrary Landlord
has no obligation to make any additional payment to Tenant in respect of any
construction allowance or the like or to perform any work to the Premises as a
result of the exercise by Tenant of any such option.

          (B) If Tenant desires to exercise its option to extend the Term of the
Lease, then Tenant shall give notice ("Tenant's Request") to Landlord, not
earlier than fifteen (15) months nor later than twelve (12) months prior to the
expiration of the First Extended Tenn, of Tenant's request for Landlord's
quotation of the annual fair market rent for the Premises as of the commencement
date of the Second Extended Term, such quotation to be based on the use of the
Premises as first class office space utilizing properties of a similar character
within the Boston West Suburban market (including premises within the Complex if
at the time such quotation is requested such premises shall be available for
rent) (hereinafter called the "Annual Market Rent"). Within thirty (30) days
after Landlord's receipt of Tenant's notice requesting such a quotation,
Landlord shall notify Tenant of Landlord's quotation of the Annual Market Rent
for the Second Extended Term. Within fifteen (15) days after receipt by Tenant
of Landlord's quotation of such Annual Market Rent, Tenant shall have the right
to extend the Term of the Lease for the Second Extended Term by written notice
("Exercise Notice") to Landlord within said last mentioned 15-day period upon
all of the same terms, conditions, covenants and agreements contained in the
Lease, as amended, except that the annual fixed rent for the Second Extended
Term shall be equal to the Annual Market Rent as quoted by Landlord for the
Second Extended Term; provided, however, in no event shall the Annual Fixed Rent
payable during the Second Extended Term be less than the Annual Fixed Rent for
the last year of the Term of the Lease as it may have been extended and except
further that there shall be no further extension option. Upon the giving of such
notice, the Lease and the Term shall be extended, for the Second Extended Term,
without the necessity for the execution of any additional documents (except that
Landlord and Tenant agree to enter into an instrument in writing setting forth
the Annual Fixed Rent); and in such event all references herein to the Term or
the term of the Lease shall be construed as referring to the Term, as so
extended, unless the context clearly otherwise requires. If Tenant fails timely
to give either a Tenant's Request or an Exercise Notice pursuant to this Section
6, then Tenant shall have no further right to extend the term of the Lease
pursuant to this Section 6, time being of the essence of the exercise by Tenant
of its rights under this Section 6. Tenant shall have no right to extend the
term of this Lease for more than three (3) years after the expiration of the
First Extended Term.

          7. (A) Annual Fixed Rent for the Initial Premises shall continue to be
payable through the Relinquish Date as provided in the Lease.

               (B) (i) During the period from the New Premises Commencement Date
through the date which is twenty-four (24) months subsequent to the New Premises
Commencement Date (plus the partial month, if any, immediately following the New
Premises Commencement Date), Annual Fixed Rent for the New Premises shall be
payable at the annual rate of $636,709.00 (being the product of (i) $23.50 and
(ii) the Rentable Floor Area of the New Premises).

                    (ii) During the period from the twenty-fifth (25th) month
following the New Premises Commencement Date (plus the partial month, if any,
immediately



following the New Premises Commencement Date) through the expiration of the
First Extended Term, Annual Fixed Rent for the New Premises shall be payable at
the annual rate of $650,256.00 (being the product of (i) $24.00 and (ii) the
Rentable Floor Area of the New Premises).

                    (C) Annual Fixed Rent for the New Premises during the Second
Extended Term (if exercised) shall be payable as provided in Section 6 of this
First Amendment.

     8. (A) For purposes of calculating Tenant's payments for Operating Expenses
pursuant to Section 2.6 of the Lease for that portion of the Lease Term prior to
the New Premises Commencement Date, the definition of "Base Operating Expenses"
contained in Section 1.1 of the Lease shall be unchanged. For that portion of
the Lease Term on and after the New Premises Commencement Date, for such
purposes, the definition of "Base Operating Expenses" shall be deleted in its
entirety and substituted with the following:

          BASE OPERATING Landlord's Operating Expenses (as hereinafter defined
          EXPENSES:      in Section 2.6) for calendar year 2005 being January 1,
                         2005 through December 31, 2005.

          (B) For purposes of calculating Tenant's payments for real estate
taxes pursuant to Section 2.7 of the Lease for that portion of the Lease Term
prior to the New Premises Commencement Date, the definition of "Base Taxes"
contain in Section 1.1 of the Lease shall be unchanged. For that portion of the
Lease Term on and after the New Premises Commencement Date, for such purposes,
the definition of "Base Taxes" shall be deleted in its entirety and Substituted
with the following:

          BASE TAXES:   Landlord's Tax Expenses (as defined in Section 2.7)
                        for fiscal tax year 2006 (being July 1, 2005 through
                        June 30, 2006).

     9. For the purposes of computing Tenant's payments for operating expenses
pursuant to Section 2.6 of the Lease, Tenant's payments for real estate taxes
pursuant to Section 2.7 of the Lease and Tenant's payments for electricity (as
determined pursuant to Sections 2.5 and 2.8 of the Lease) for the period on and
after the New Premises Commencement Date , the "Rentable Floor Area of Tenant's
Space" shall be 27,094 square feet (being the Rentable Floor Area of New
Premises). For the period prior to such date, the definition of "Rentable Floor
Area of Tenant's Space" shall continue to be the Rentable Floor Area of the
Initial Premises for such purposes.

     10. , As of the date of this First Amendment, Tenant agrees to pay to
Landlord $111,917.76 (the "Additional Security Deposit"). Such Additional
Security Deposit along with the original security deposit in the amount of
$104,382.24 paid by Tenant in accordance with Section 8.21 of the Lease contain
a total of $216,300.00 and shall be held by Landlord as security for the
performance by Tenant of all obligations on the part of the Tenant under the
Lease during the Term (as extended hereunder and as may be further extended)
with respect to



the Initial Premises, the New Premises and the Sublease Premises pursuant to the
terms and conditions set forth in such Section 8.21.

     11. Landlord agrees to perform the work respecting the New Premises as
described in Exhibit B attached hereto. All such work will be performed in
accordance with the Work Letter attached hereto as Exhibit C.

     12. As of the New Premises Commencement Date, the "Number of Parking
Privileges" for which Tenant is entitled pursuant to Section 1.1 shall be
increased to ninety-five (95) automobiles, thirty-one (31) of which are located
in the garage below the Building and sixty-four (64) of which are located on the
outdoor surface lot.

     13. In no event shall Tenant have the right to terminate or cancel the
Lease or to withhold rent or to set-off any claim or damages against rent as a
result of any default by Landlord or breach by Landlord of its covenants or
warranties or promises under the Lease, except in the case of a wrongful
eviction of Tenant from the demised premises (constructive or actual) by
Landlord continuing after notice to Landlord thereof and a reasonable
opportunity for Landlord to cure the same. Further, the Tenant shall not assert
any right to deduct the cost of repairs or any monetary claim against the
Land1ord from rent thereafter due and payable, but shall look solely to the
Landlord for satisfaction of such claim.

     14. As an inducement to Landlord to enter into this First Amendment, Tenant
hereby represents and warrants that: (i) Tenant is not, nor is it owned or
controlled directly or indirectly by, any person, group, entity or nation named
on any list issued by the Office of Foreign Assets Control of the Unites States
Department of the Treasury ("OFAC") pursuant to Executive Order 13224 or any
similar list or any law, order, rule or regulation or any Executive Order of the
President of the United States as a terrorist, "Specially Designated National
and Blocked Person" or other banned or blocked person (any such person, group,
entity or nation being hereinafter referred to as a "Prohibited Person"); (ii)
Tenant is not (nor is it owned, controlled, directly or indirectly, by any
person, group, entity or nation which is) acting directly or indirectly for or
on behalf of any Prohibited Person; and (iii) neither Tenant (nor any person,
group, entity or nation which owns or controls Tenant, directly or indirectly)
has conducted or will conduct business or has engaged or will engage in any
transaction or dealing with any Prohibited Person, including without limitation
any assignment of the Lease or any subletting of all or any portion of the
Premises or the making or receiving of any contribution or funds, goods or
services to or for the benefit of a Prohibited Person. In connection with the
foregoing, it is expressly understood and agreed that (x) any breach by Tenant
of the foregoing representations and warranties shall be deemed an immediate
Event of Default by Tenant under Section 7.1 of the Lease (without the benefit
of notice or grace) and shall be covered by the indemnity provisions of Section
5.7 of the Lease, and (y) the representations and warranties contained in this
subsection shall be continuing in nature and shall survive the expiration or
earlier termination of the Lease.

     15. Landlord and Tenant acknowledge that as of the date of this First
Amendment Tenant subleases from Authoria, Inc. pursuant to a Sublease dated
October __ 2004 (the "Sublease") 2,200 square feet of rentable floor area
located on the second floor of the Building (the "Sublease Premises") and that
the term of the Sublease along with the underlying master



lease are scheduled to expire on July 31, 2005 (the "Sublease Expiration Date").
In the event that the New Premises Commencement Date has not occurred prior to
the Sublease Expiration Date, the Sublease Premises shall be added to the
"Premises" leased under the Lease for a term commencing on August 1, 2005 and
expiring on the New Premises Commencement Date. The leasing of the Sublease
Premises shall be upon all of the terms and conditions set forth in the Lease,
as amended, except that Tenant shall not be obligated to make payments for
operating expenses as provided in Section 2.6, real estate taxes as provided in
Section 2.7 or electricity as provided in Sections 2.5 and 2.8 for the Sublease
Premises and except further that Annual Fixed Rent shall be payable for the
Sublease Premises at the annual rate of $44,000.00 (being the product of (i)
$20.00 and (ii) the Rentable Floor Area of the Sublease Premises (being 2,200
square feet) in the same manner provided in the Lease for payments of Annual
Fixed Rent. Notwithstanding anything to the contrary herein, Landlord shall have
no obligation to perform any additions, alterations or improvements in the
Sublease Premises. Upon the expiration or earlier termination of the Lease with
respect to the Sublease Premises, Tenant shall return the Sublease Premises to
Landlord in the condition required pursuant to the Lease. The extension option
contained in this First Amendment shall not be applicable to the Sublease
Premises.

     16. (A) Tenant warrants and resents that Tenant has not dealt with any
broker in connection with the consummation of this First Amendment other than
Cushman & Wakefield (the "Broker"); and in the event any claim is made against
Landlord relative to dealings by Tenant with brokers other than the Broker,
Tenant shall defend the claim against Landlord with counsel of Tenant's
selection first approved by Landlord (which approval will not be unreasonably
withheld) and save harmless and indemnify Landlord on account of loss, cost or
damage which may arise by reason of such claim.

          (B) Landlord warrants and represents that Landlord has not dealt with
any broker in connection with the consummation of this First Amendment other
than the Broker; and in the event any claim is made against Tenant relative to
dealings by Landlord with brokers, Landlord shall defend the claim against
Tenant with counsel of Landlord's selection and save harmless and indemnify
Tenant on account of loss, cost or damage which may arise by reason of such
claim.

     17. Except as otherwise expressly provided herein, all capitalized terms
used herein without definition shall have the same meanings as are set forth in
the Lease.

     18. Except as herein amended the Lease shall remain unchanged and in full
force and effect. All references to the "Lease" shall be deemed to be references
to the Lease as herein amended.


     EXECUTED as of the date and year first above written.

WITNESS:                                LANDLORD:
                                        BOSTON PROPERTIES LIMITED PARTNERSHIP
                                        By BOSTON PROPERTIES, INC.,
                                        its general partner


/s/ [illegible]                         By: /s/ David C. Provost
- -------------------------------------      -------------------------------------
                                        Name: David C. Provost
                                        Title: Senior Vice President
                                               Boston Properties


                                        TENANT:
ATTEST:                                 ROVING SOFTWARE INCORPORATED


By: /s/ Eric S. Groves                  By: /s/ Gail F. Goodman
   ----------------------------------      -------------------------------------
  Name: Eric S. Groves                  Name: Gail F. Goodman
  Title: Secretary or Assistant         Title: President (or Vice President)
         Secretary



                                    EXHIBIT B

                         DESCRIPTION OF LANDLORD'S WORK

                             [IMAGE OF FLOOR PLAN]



EXHIBIT C

                                   WORK LETTER

1.1  SUBSTANTIAL COMPLETION.

     (A)  Plans and Construction Process.

          (1)  Landlord's Work. Landlord shall perform the work in the New
               Premises shown on the plans (the "Plans") listed on Exhibit B
               annexed to this Amendment ("Landlord's Work"); provided, however,
               that Landlord shall have no responsibility for the installation
               or connection of Tenant's computer, telephone, other
               communication equipment, systems or wiring. Any items of work
               requested by Tenant and not shown on the Plans shall be deemed to
               be Change Proposal(s) (as defined below) and shall be subject to
               the terms and provisions of subsection (2) below.

          (2)  Change Orders. Tenant shall have the right, in accordance
               herewith, to submit for Landlord's approval change proposals with
               respect to items of work not shown on the Plans (each, a "Change
               Proposal"). Landlord agrees to respond to any such Change
               Proposal within such time as is reasonably necessary (taking into
               consideration the information contained in such Change Proposal)
               after the submission thereof by Tenant, advising Tenant of any
               anticipated costs ("Change Order Costs") associated with such
               Change Proposal (which shall include a construction management
               fee equal to 6% of the Change Proposal), as well as an estimate
               of any delay which would likely result in the completion of the
               Landlord's Work if a Change Proposal is made pursuant thereto.
               Tenant shall have the right to then approve or withdraw such
               Change Proposal within five (5) days after receipt of such
               information. If Tenant fails to respond to such Change Proposal
               within such five (5) day period, such Change Proposal shall be
               deemed withdrawn. If Tenant approves such Change Proposal, then
               such Change Proposal shall be deemed a "Change Order" hereunder
               and if the Change Order is made, then the Change Order Costs
               associated with the Change Order shall be deemed additions to
               Landlord's Work and shall be paid in the same manner as Tenant
               Plan Excess Costs are paid as set forth in Section 1.3.

          (3)  Except to the extent that another time period is expressly herein
               set forth, Tenant shall respond to any request from Landlord,
               Landlord's architect, Landlord's contractor and/or Landlord's
               construction representative for approvals or information in
               connection with Landlord's Work, within two (2) business days of
               Tenant's receipt of such request. In addition, Tenant shall,
               within two (2) business days after receipt thereof from Landlord,
               execute and deliver to Landlord any affidavits and documentation
               required in order to obtain all permits and approvals necessary
               for Landlord to



               commence and complete Landlord's Work on a timely basis ("Permit
               Documentation").

          (4)  Time of the Essence. Time is of the essence in connection with
               Tenant's obligations under this Section 1.1.

     (B)  Substantial Completion; Tenant Delay.

          (1)  Landlord's Obligations. Subject to delays due to Tenant Delays
               (as hereinafter defined) and delays due to any prevention, delay
               or stoppage due to governmental regulation, strikes, lockouts,
               acts of God, acts of war, terrorist acts, civil commotions,
               unusual scarcity of or inability to obtain labor or materials,
               labor difficulties, casualty or other causes reasonably beyond
               Landlord's control or attributable to Tenant's action or inaction
               ("Force Majeure"), Landlord shall use reasonable speed and
               diligence to have the Landlord's Work with respect to the New
               Premises substantially completed on or before the New Premises
               Scheduled Term Commencement Date, but Tenant shall have no claim
               against Landlord for failure so to complete construction of
               Landlord's Work in the New Premises, except for the right to
               terminate this Lease with respect to the New Premises only,
               without further liability to either party, in accordance with the
               provisions hereinafter specified in Section 1.2

          (2)  Definition of Substantial Completion. The New Premises shall be
               treated as having been substantially completed and be deemed
               ready for Tenant's occupancy on the later of:

               (a)  The date on which Landlord's Work, together with common
                    facilities for access and services to the New Premises has
                    been completed (or would have been completed except for
                    Tenant Delay) except for items of work and adjustment of
                    equipment and fixtures which can be completed after
                    occupancy has been taken without causing substantial
                    interference with Tenant's use of such premises (i.e.
                    so-called "punch list" items), or

               (b)  The date when permission has been obtained from the
                    applicable governmental authority, to the extent required
                    by law, for occupancy by Tenant of the New Premises for the
                    Permitted Use (as defined in the Lease), unless the failure
                    to obtain such permission is due to a Tenant Delay.

               In the event of any dispute as to the date on which Landlord's
               Work has been completed, the reasonable determination of
               Landlord's architect as to such date shall be deemed conclusive
               and binding on both Landlord and Tenant.

          (3)  Incomplete Work. Landlord shall complete as soon as conditions
               practically permit any incomplete items of Landlord's Work, and
               Tenant



               shall cooperate with Landlord in providing access as may be
               required to complete such work in a normal manner.

          (4)  Early Access by Tenant. Landlord shall permit Tenant access for
               installing Tenant's trade fixtures in portions of the New
               Premises prior to substantial completion with it can be done
               without material interference with remaining work or with the
               maintenance of harmonious labor relations. Any such access by
               Tenant shall be upon all of the terms and conditions of the Lease
               (other than the payment of Annual Fixed Rent) and shall be at
               Tenant's sole risk, and Landlord shall not be responsible for any
               injury to persons or damage to property resulting from such early
               access by Tenant.

          (5)  Prohibition on Access by Tenant Prior to Actual Substantial
               Completion. If, prior to the date that either the New Premises
               are in fact actually substantially complete, the New Premises are
               deemed to be substantially complete pursuant to the provisions of
               this Section (i.e. and the Commencement Date has therefore
               occurred), Tenant shall not (except with Landlord's consent) be
               entitled to take possession of the New Premises for the Permitted
               Use until the New Premises is in fact actually substantially
               complete.

     (C)  Tenant Delay.

          (1)  A "Tenant Delay" shall be defined as the following:

               (a)  Tenant's failure timely to respond to any request from
                    Landlord, Landlord's architect, Landlord's contractor and/or
                    Landlord's construction representative or to timely provide
                    all required Permit Documentation to Landlord within the
                    applicable time periods get forth in this Work Letter;

               (b)  Tenant's failure pay the Tenant Plan Excess Costs in
                    accordance with Section 1.3 of this Work Letter;

               (c)  Any delay due to items work for which there is long lead
                    time in obtaining the materials therefor or which are
                    specially or specifically manufactured, produced or milled
                    for the work in or to the New Premises and require
                    additional time for receipt or installation;

               (d)  Any delay due to changes, alterations or additions required
                    or made by Tenant with respect to items not shown on the
                    Plans including, without limitation, Change Orders; or

               (e)  Any other delays caused by Tenant, Tenant's contractors,
                    architects, engineers, or anyone else engaged by Tenant in
                    connection with the preparation of the New Premises for
                    Tenant's



                    occupancy, including, without limitation, utility companies
                    and other entities furnishing communications, data
                    processing or other service, equipment, or furniture.

          (2)  Tenant Obligations with Respect to Tenant Delays.

               (a)  Tenant covenants that no Tenant Delay shall delay
                    commencement of the Term or the obligation to pay Annual
                    Fixed Rent or Additional Rent, regardless of the reason for
                    such Tenant Delay or whether or not it is within the control
                    of Tenant or any such employee. Landlord's Work shall be
                    deemed substantially completed as of the date when
                    Landlord's Work would have been substantially completed but
                    for any Tenant Delays, as determined by Landlord in the
                    exercise of its good faith business judgment.

               (b)  Tenant shall reimburse Landlord the amount, if any, by which
                    the cost of Landlord's Work is increased as the result of
                    any Tenant Delay.

               (c)  Any amounts due from Tenant to Landlord under this Section
                    1.1(C)(2) shall be due and payable within thirty (30) days
                    of billing therefor, and shall be considered to be
                    Additional Rent. Nothing contained in this Section 1.1(C)(2)
                    shall limit or qualify or prejudice any other covenants,
                    agreements, terms, previsions and conditions contained in
                    this Lease.

1.2  OUTSIDE COMPLETION DATE.

If Landlord shall have failed substantially to complete Landlord's Work in the
New Premises described in the Plans on or before the New Premises Outside
Completion Date as defined in the First Amendment to which this Work Letter is
attached (which date shall be extended automatically for such periods of time as
Landlord is prevented from proceeding with or completing the same by reason of
Landlord's Force Majeure or any act or failure to act of Tenant which interferes
with Landlord's construction of the New Premises without limiting Landlord's
other rights on account thereof), Tenant shall have the right to terminate this
First Amendment with respect to New Premises by giving notice to Landlord of
Tenant's desire to do so before such completion and within the time period from
the New Premises Outside Completion Date (as so extended) until the date which
is thirty (30) days subsequent to the New Premises Outside Completion Date (as
so extended); and, upon the giving of such notice, this First Amendment with
respect to New Premises shall cease and come to an end without further liability
or obligation on the part of either party unless, within thirty (30) days after
receipt of such notice, Landlord substantially completes Landlord's Work
respecting New Premises. Such right of termination with respect to New Premises
shall be Tenant's sole and exclusive remedy for Landlord's failure so to
complete Landlord's Work within such time and in no event shall Tenant have a
right to terminate the Lease with respect to the Initial Premises for such
failure. Each day of Tenant Delay shall be deemed conclusively to cause an



equivalent day of delay by Landlord in substantially completing Landlord's Work
respecting New Premises pursuant to Section 1.1 hereof, and thereby
automatically extend for each such equivalent day of delay the date of the New
Premises Outside Completion Date.

1.3  TENANT PLAN EXCESS COSTS.

Notwithstanding anything contained in this Work Letter to the contrary, it is
understood and agreed that Tenant shall be fully responsible for the costs of
any items of work not shown on the Plans attached to this First Amendment as
Exhibit B (the "Tenant Plan Excess Costs"). To the extent, if any, that there
are Tenant Plan Excess Costs, Tenant shall pay Landlord, as Additional Rent, 50%
of the Tenant Plan Excess Costs prior to the commencement of the Landlord's
Work, with the balance of the Tenant Plan Excess Costs due upon substantial
completion of the Landlord's Work respecting New Premises; provided, however,
that in the event that the Tenant Plan Excess Costs exceed $10,000 (the "Maximum
Amount"), then Tenant shall pay to Landlord, as Additional Rent, at the time
that Tenant approves any Change Order that causes the Tenant Plan Excess Costs
to exceed the Maximum Amount, all Tenant Plan Excess Costs in excess of the
Maximum Amount.



                            SECOND AMENDMENT TO LEASE

SECOND AMENDMENT TO LEASE dated as of this 24th day of July, 2006 by and between
BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, the
general partner of which is Boston Properties, Inc., a Delaware corporation, as
landlord ("Landlord") and ROVING SOFTWARE INCORPORATED, a Delaware corporation,
d/b/a CONSTANT CONTACT, as tenant ("Tenant").

                                    RECITALS

     By Lease dated July 9, 2002 (the "Original Lease"), as amended by First
Amendment to Lease dated as of June 29, 2005 (the "First Amendment") Landlord
did lease to Tenant and Tenant did hire and lease from Landlord certain premises
containing 27,094 square feet of rentable floor area ("Rentable Floor Area of
Existing Premises") located on the third (3rd) floor in the building (the
"Building") commonly known as Reservoir Place Main (formerly referred to in the
Lease as "Reservoir Place II") at 1601 Trapelo Road, Waltham, Massachusetts
(referred to in the Lease as the "Premises" or "Tenant's Space", hereinafter,
the "Existing Premises"). The Original Lease, as amended by the First Amendment,
is hereinafter referred to as the "Lease".

     Tenant has determined to lease from Landlord an additional 10,335 feet of
rentable floor area ("Rentable Floor Area of Expansion Premises") on the third
(3rd) floor of the Building (the "Expansion Premises") shown on Exhibit A
attached hereto, upon the terms and conditions contained in this Second
Amendment to Lease (the "Second Amendment").

     Landlord and Tenant are entering into this instrument to set forth the
terms and conditions for the use and occupancy of the Expansion Premises and to
otherwise amend the Lease.

     NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration in hand this date paid by each of the parties to the
other, the receipt and sufficiency of which are hereby severally acknowledged,
and in further consideration of the mutual promises herein contained, Landlord
and Tenant hereby agree to and with each other as follows:

1.   As of the "Expansion Premises Commencement Date" (as defined in Section 2
     below) and continuing through the expiration or earlier termination of the
     Term (including the balance of the First Extended Term), the Existing
     Premises shall be expanded to include the Expansion Premises, such that the
     Existing Premises and the Expansion Premises shall constitute the
     "Premises" (and "Tenant's Space") demised to Tenant under the Lease. All
     terms and conditions of the Lease (including, without limitation, Tenant's
     right to extend the Lease Term as set forth in Section 6 of the First
     Amendment) shall apply to the Expansion Premises and Existing Premises,
     collectively, except as otherwise indicated in this Second Amendment.

2.   The following definitions are hereby added (or substituted, where
     applicable) to the REFERENCE DATA in Section 1.1 of the Lease:



     EXPANSION PREMISES   May 1, 2008.
     COMMENCEMENT DATE:

     BROKER               McCall & Almy
                          One Post Office Square, 37th Floor
                          Boston, Massachusetts 02109

3.   ANNUAL FIXED RENT.

     (A) With respect to the Existing Premises, Annual Fixed Rent shall be paid
     as currently provided in the Lease.

     (B) With respect to the Expansion Premises, commencing on the Expansion
     Premises Commencement Date and continuing through the expiration of the
     First Extended Term, Annual Fixed Rent for the Expansion Premises shall be
     payable at the annual rate of Two Hundred and Eighty Nine Thousand Three
     Hundred and Eighty 00/100 Dollars ($289,380.00) (being the product of (i)
     $28.00 and (ii) the Rentable Floor Area of Expansion Premises (being 10,
     335 square feet)).

4.   Effective as of the Expansion Premises Commencement Date and continuing
     through the expiration of the Term, the following definitions are hereby
     added to the REFERENCE DATA in Section 1.1 of the Lease:

     NUMBER OF PARKING        Beginning on the Expansion Premises Commencement
     PRIVILEGES FOR THE       Date, there shall be added additional privileges
     EXPANSION PREMISES:      for parking thirty-six (36) automobiles, ten (10)
                              of which are located in the garage below the
                              Building, and twenty-six (26) of which will be
                              located on the outdoor surface lot.

     RENTABLE FLOOR AREA OF   10,335 square feet.
     EXPANSION PREMISES:

5.   OPERATING EXPENSES.

     (A) Existing Premises. For purposes of calculating Tenant's payments for
     Operating Expenses for the Existing Premises pursuant to Section 2.6 of the
     Lease, the definition of "Base Operating Expenses" contained in Paragraph
     8(A) of the First Amendment shall be unchanged.

     (B) Expansion Premises. In addition to the payments referenced in Section
     5(A) above, Tenant shall pay Operating Expenses for the Expansion Premises
     to be calculated as follows: For purposes of calculating Tenant's payments
     for Operating Expenses for the Expansion Premises pursuant to Section 2.6
     of the Lease for that portion of the First Extended Term on and after the
     Expansion Premises Commencement Date, with respect to the Expansion
     Premises only, the definition of "Base Operating Expenses" shall be:



          BASE OPERATING   Landlord's Operating Expenses (as defined in Section
          EXPENSES:        2.6 of the Lease) for calendar year 2008 being
                           January 1, 2008 through December 31, 2008.

6.   REAL ESTATE TAXES.

     (A) Existing Premises. For purposes of calculating Tenant's payments for
     real estate taxes for the Existing Premises pursuant to Section 2.7 of the
     Lease, the definition of "Base Taxes" contained in Paragraph 8(B) of the
     First Amendment shall be unchanged.

     (B) Expansion Premises. In addition to the payments referenced in Section
     6(A) above, Tenant shall pay real estate taxes for the Expansion Premises
     to be calculated as follows: For purposes of calculating Tenant's payments
     for real estate taxes for the Expansion Premises pursuant to Section 2.7 of
     the Lease for that portion of the First Extended Term on and after the
     Expansion Premises Commencement Date, with respect to the Expansion
     Premises only, the definition of "Base Taxes" shall be:

     BASE TAXES:   Landlord's Tax Expenses (as defined in Section 2.7 of the
                   Lease) for fiscal tax year 2009 being July 1, 2008 through
                   June 30, 2009.

7.   Condition of the Expansion Premises. Tenant shall accept the Expansion
     Premises in their "AS-IS" condition without any obligation on the
     Landlord's part to perform any additions, alterations, improvements,
     demolition or other work therein or pertaining thereto or to install or
     connect any of Tenant's telephone or other communications equipment or
     systems or to provide any allowance.

8.   Yield-Up.

     (a) Notwithstanding the provisions of Section 5.2 of the Lease to the
     contrary, with respect to the condition in which Tenant must yield up the
     Premises at the expiration or termination of the Term, Tenant shall not be
     required to remove any alterations or additions (i) made by Oce Imagistics,
     Inc. ("Imagistics") prior to the commencement of the term of that certain
     sublease from Imagistics to Tenant dated as of the date of this Second
     Amendment (the "Sublease"), and consented to by Landlord pursuant to that
     certain Consent Agreement by and among Landlord, Tenant and Imagistics
     dated as of the date hereof; and (ii) made by Tenant to the extent shown on
     the Plans dated May 15, 2006 prepared by Visnick & Caulfield and known as
     A-O Cover sheet, D-1 Demolition Plan, A-1 Furniture Plan, A-2 Partition
     Plan, A-3 Electrical & Tele/Data Plan, A-4 Reflected Ceiling Plan, A-5
     Finish Plan, A-6 Details and plans dated May 15, 2006 prepared by AHA
     Consulting Engineers and known as FP-3 Fire Protection, Partial third floor
     plan and FA-3 Fire Alarm, Partial third floor plan, as modified by letter
     dated June 8, 2006 from Michael J. Schumacher to Marcus Green of Tenant
     (collectively, the "Sublease Plans"), all of which Plans have previously
     been delivered to Landlord. Provided, however, notwithstanding the
     foregoing, Tenant shall in all events remain obligated to remove the wiring
     for Tenant's computer, telephone and other



     communication systems and equipment, unless Landlord, by notice to Tenant
     given at least forty-five (45) days before the expiration or termination of
     the Term, specifies that such wiring need not be removed.

     (b) Commencing on the Expansion Premises Commencement Date, Sections 3.3
     and 5.2 of the Lease are amended as follows:

          (i)  Section 3.3. Add the following phrase to the beginning of the
               last complete sentence on page 21 of the Lease: "Except for any
               alterations or additions that Tenant requests to remain in the
               Premises in Tenant's notice seeking Landlord's consent for the
               installation thereof (which notice shall specifically refer to
               this Section 3.3) and for which Landlord specifically agrees in
               writing may remain,"; and

          (ii) Section 5.2. Add the following parenthetical after the words
               "before such expiration or termination" in subsection (iii) of
               Section 5.2: "(unless otherwise specified by Landlord as set
               forth in Section 3.3)".

     Except as expressly provided in this paragraph, all other terms and
     conditions of Section 5.2 shall continue to apply to the Premises and shall
     remain in full force and effect.

9.   Commencing on the Expansion Premises Commencement Date, Section 3.3 of the
     Lease is amended to add the following sentence after the seventh sentence
     of the existing paragraph:

     "With respect to alterations and additions to Tenant's space for which a
     building permit is not required under applicable Legal Requirements only,
     Landlord agrees that it shall not delay its review and approval (or
     disapproval, as applicable) of the plans and specifications submitted by
     Tenant, for more than five (5) business days after receipt such plans and
     specifications. The foregoing sentence shall not apply to, and shall in no
     way affect or limit, Landlord's rights and obligations with respect to the
     review and approval of plans and specifications for all other alterations
     and additions proposed by Tenant."

10.  Commencing on the date of this Second Amendment, Section 5.6.1.1 of the
     Lease is amended as follows:

     (a) Delete the words beginning in the second line of the paragraph, "the
     whole (but not part), of the Premises (no partial subletting being
     permitted other than as provided in Section 5.6.1)" and substitute therefor
     the words, "all or a portion of the Premises" and

     (b) Add the following paragraph to the end of the existing paragraph:

          "In addition to the other requirements set forth in this Lease and
          notwithstanding any other provision of this Lease, partial sublettings
          of the Premises shall only be permitted under the following terms and
          conditions: (i) the layout of both the subleased premises and the
          remainder of the Premises must comply with applicable laws,
          ordinances, rules and/or regulations and be



          approved by Landlord, which approval shall not be unreasonably
          withheld, conditioned or delayed, including, without limitation, all
          requirements concerning access and egress; (ii) in the event the
          subleased premises are separately physically demised from the
          remainder of the Premises, Tenant shall pay all costs of separately
          physically demising the subleased premises; and (iii) in no event
          shall there exist more than three (3) partial subleases at any one
          time during the Term."

     (c) During the term of the Sublease, in connection with any reference in
     the Lease to a partial sublease of the "Premises," the term "Premises"
     shall refer collectively to the Premises and the subleased premises
     subleased by Tenant, as subtenant, under the Sublease.

11.  Right of First Offer.

     As of the date hereof, 4,876 feet of rentable floor area on the third (3rd)
     floor of the Building shown on Exhibit B attached hereto (the "Offer
     Space") is available for lease. Subsequent to the date of this Second
     Amendment, and provided that at the time Landlord elects to offer the Offer
     Space to Tenant for reletting (i) no "Event of Default" (as defined in
     Section 7.1 of the Lease exists and there have been no more than two (2)
     Event of Default occurrences during the Term, (ii) Tenant has not assigned
     this Lease (except for assignments permitted under Section 5.6.1 of the
     Lease) or sublet more than ten percent (10%) of the Rentable Floor Rea of
     Tenant's Space, and (iii) the Lease is still in full force and effect,
     Landlord agrees not to enter into a lease or leases to relet such Offer
     Space without first giving to Tenant an opportunity to lease such space for
     the Annual Market Rent (as hereinafter defined) as determined by Landlord.
     The Annual Market Rent shall be the annual fair market rent for such space
     as of the date when the same becomes so available for reletting, based upon
     the use of such space as first class office space utilizing properties of
     similar character within the Boston West Suburban market (including similar
     premises within the Complex if at the time such quotation is requested such
     premises shall be available for rent). When Landlord is in discussions with
     a third party to lease the Offer Space and has negotiated with such third
     party an annual fixed rent and length of term for the Offer Space that
     Landlord wishes to accept in order to proceed to the letter of intent stage
     with such third party, which may be at any time after the date of this
     Second Amendment, in Landlord's sole discretion. Landlord shall notify
     Tenant (the "Offer Notice") of the availability of such Offer Space and
     shall advise Tenant of the Annual Market Rent and other business terms upon
     which Landlord is willing to lease such Offer Space. If Tenant wishes to
     exercise Tenant's right of first offer, Tenant shall do so, if at all, by
     giving Landlord notice of Tenant's desire to lease the entire amount of
     such Offer Space (it being agreed that Tenant has no right to lease less
     than the entire amount of the Offer Space which is so available) on the
     terms provided herein within fifteen (15) days after receipt of Landlord's
     Offer Notice, time being of the essence. If Tenant shall give such notice
     the same shall constitute an agreement to enter into an instrument in
     writing to lease such Offer Space within twenty (20) business days after
     receipt of such instrument from Landlord upon all of the same terms and
     conditions in this Lease except for the provisions of this Section, the
     Annual



     Fixed Rent which shall be equal to the Annual Market Rent as quoted by
     Landlord, such other business terms set forth in Landlord's Offer Notice as
     aforesaid and those provisions which are inappropriate to the business
     agreement. If Tenant shall not so exercise such right within such period,
     time being of the essence in respect of such exercise, Tenant shall have no
     further right of first offer hereunder and Landlord shall be free to enter
     into a lease or leases of such Offer Space or portions thereof with another
     prospective tenant or tenants upon terms and conditions as Landlord shall
     determine, which terms may include rights or options to extend the term or
     to expand the size of the premises under such lease or leases, provided,
     however, it is agreed that if Landlord does not so lease such space during
     the three month period following the date of Landlord's Offer Notice for an
     annual market rent that is equal to or greater than ninety percent (90%) of
     the Annual Market Rent quoted by Landlord in the Offer Notice, then terms
     of this Section shall continue to apply to such Offer Space.

     If Tenant shall exercise any such right of first offer and if, thereafter,
     the then occupant of the premises with respect to which Tenant shall have
     so exercised such right wrongfully fails to deliver possession of such
     premises at the time when its tenancy is scheduled to expire, Landlord
     shall use reasonable efforts and due diligence (which shall be limited to
     the commencement and prosecution thereafter of eviction proceedings but
     which shall not require the taking of any appeal) to evict such occupant
     from such space and; to deliver possession of such space to Tenant as soon
     as may be practicable. Commencement of the term of Tenant's occupancy and
     lease of such additional space shall, in the event of such holding over by
     such occupant, be deferred until possession of the additional space is
     delivered to Tenant. The failure of the then occupant of such premises to
     so vacate shall not constitute a default or breach by Landlord and shall
     not give Tenant any right to terminate this Lease or to deduct from, offset
     against or withhold Annual Fixed Rent or additional rent (or any portions
     thereof).

12.  Notwithstanding Section 8.15 of the Lease, upon execution and delivery of
     this Second Amendment, Landlord will use "reasonable efforts" as defined in
     Section 8.15 of the Lease, to obtain a non-disturbance, subordination and
     attornment agreement from Landlord's current mortgagee on such mortgagee's
     then current standard form of agreement ("Lender SNDA"), with such changes
     that are mutually acceptable to the parties thereto. In the event that
     Tenant requests changes to any standard Lender SNDA form, Tenant shall be
     responsible for all costs and expenses incurred by Landlord or any such
     mortgagee in connection with the review, negotiation and execution thereof
     including, but not limited to, attorneys fees. Landlord's failure to obtain
     a Lender SNDA for Tenant shall have no effect on the rights, obligations
     and liabilities of Landlord and Tenant or be considered to be a default by
     Landlord hereunder.

13.  Tenant represents that simultaneous with the execution of this Second
     Amendment, Tenant and Imagistics have executed the Sublease. Subject to the
     execution and delivery by Tenant and Imagistics of the Sublease, and the
     execution and delivery by Tenant, Imagistics and Landlord of Landlord's
     Consent, Landlord represents that the term of Landlord's lease with
     Imagistics, to which the Sublease is subordinate, is scheduled to expire on
     April 30, 2008. Landlord and Tenant acknowledge and agree that the Lease



     Term is currently scheduled to expire on September 30, 2010, unless further
     extended by Tenant for the Second Extended Term as provided in Section 6 of
     the First Amendment.

14.  (A) Tenant warrants and represents that Tenant has not dealt with any
     broker in connection with the consummation of this Second Amendment other
     than the Broker referenced above; and in the event any claim is made
     against Landlord relative to dealings by Tenant with brokers other than the
     Broker, Tenant shall defend the claim against Landlord with counsel of
     Tenant's selection first approved by Landlord (which approval will not be
     unreasonably withheld) and save harmless and indemnify Landlord on account
     of loss, cost or damage which may arise by reason of such claim.

     (B) Landlord warrants and represents that Landlord has not dealt with any
     broker in connection with the consummation of this Second Amendment other
     than the Broker referenced above; and in the event any claim is made
     against Tenant relative to dealings by Landlord with brokers other than the
     Broker, Landlord shall defend the claim against Tenant with counsel of
     Landlord's section and save harmless and indemnify Tenant on account of
     loss, cost or damage which may arise by reason of such claim.

15.  Except as otherwise expressly provided herein, all capitalized terms used
     herein without definition shall have the same meanings as are set forth in
     the Lease.

16.  Except as herein amended the Lease shall remain unchanged and in full force
     and effect. All references to the "Lease" shall be deemed to be references
     to the Lease as herein amended.

                           [Signature page to follow.]



     EXECUTED as a sealed instrument as of the date and year first above
written.

WITNESS:                                LANDLORD:
                                        BOSTON PROPERTIES LIMITED PARTNERSHIP
                                        By BOSTON PROPERTIES, INC.,
                                        Its general partner


/s/ [illegible]                         By /s/ David C. Provost
- -------------------------------------      -------------------------------------
                                        Name David C. Provost
                                        Title Senior Vice President
                                              Boston Properties


ATTEST:                                 TENANT:
                                        ROVING SOFTWARE INCORPORATED


By: /s/ Steven R. Wasserman             By /s/ Steven R. Wasserman
    ---------------------------------      -------------------------------------
Name: Steven R. Wasserman               Name Steven R. Wasserman
Title: Secretary                        Title (VICE PRESIDENT)
                                              HERETO DULY AUTHORIZED


                                        By /s/ Marcus Green
                                           -------------------------------------
                                        Name Marcus Green
                                        Title ASSISTANT TREASURER
                                              HERETO DULY AUTHORIZED

                                        (CORPORATE SEAL)



                                    EXHIBIT A

                           Plan of Expansion Premises

                          [IMAGE OF EXPANSION PREMISES]



                                    EXHIBIT B

                               Plan of Offer Space

                              [IMAGE OF OFFER SPACE]


                            THIRD AMENDMENT TO LEASE

THIRD AMENDMENT TO LEASE dated as of this 27th day of February, 2007 by and
between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership,
the general partner of which is Boston Properties, Inc., a Delaware corporation,
as landlord ("Landlord") and CONSTANT CONTACT, INC., a Delaware corporation, as
tenant ("Tenant").

                                    RECITALS

     By Lease dated July 9, 2002 (the "Original Lease"), as amended by First
Amendment to Lease dated as of June 29, 2005 (the "First Amendment"), and Second
Amendment to Lease dated as of July 24, 2006 (the "Second Amendment") (the
Original Lease, as amended by the First Amendment and the Second Amendment,
hereinafter referred to as the "Lease"), Landlord did lease to Tenant and Tenant
did hire and lease from Landlord certain premises containing 37,429 square feet
of rentable floor area ("Rentable Floor Area of Existing Premises") located on
the third (3rd) floor in the building (the "Building") commonly known as
Reservoir Place Main (formerly referred to in the Lease as "Reservoir Place II")
at 1601 Trapelo Road, Waltham, Massachusetts (referred to in the Lease as the
"Premises" or "Tenant's Space", hereinafter, the "Existing Premises"). The
parties further acknowledge that the term has not yet commenced with respect to
a portion of the Existing Premises (i.e., the "Expansion Premises", as such term
is defined in the Second Amendment), and that Tenant is currently subleasing
such space pursuant to a separate sublease agreement.

     Tenant has determined to lease from Landlord an additional 13,276 feet of
rentable floor area ("Rentable Floor Area of Third Expansion Premises") on the
third (3rd) floor of the Building (the "Third Expansion Premises") shown on
Exhibit A attached hereto, upon the terms and conditions contained in this Third
Amendment to Lease (the "Third Amendment"). The Third Expansion Premises is
comprised of the "Third Expansion Premises A," which is 8,400 feet of rentable
floor area ("Rentable Floor Area of the Third Expansion Premises A") as shown on
Exhibit A, and the "Third Expansion Premises B," which is 4,876 feet of rentable
floor area ("Rentable Floor Area of the Third Expansion Premises B") as shown on
Exhibit A.

     Landlord and Tenant are entering into this instrument to set forth the
terms and conditions for the use and occupancy of the Third Expansion Premises
and to otherwise amend the Lease.

     NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration in hand this date paid by each of the parties to the
other, the receipt and sufficiency of which are hereby severally acknowledged,
and in further consideration of the mutual promises herein contained, Landlord
and Tenant hereby agree to and with each other as follows:

1.   (A) As of the "Third Expansion Premises A Commencement Date" (as defined in
     Section 2 below) and continuing through the expiration or earlier
     termination of the Term (including the balance of the First Extended Term),
     the Existing Premises shall be expanded to include the Third Expansion
     Premises A, such that the Existing Premises and the Third Expansion
     Premises A shall constitute the "Premises" (and "Tenant's Space") demised
     to Tenant under the Lease. All terms and conditions of the Lease
     (including,



     without limitation, Tenant's right to extend the Lease Term as set forth in
     Section 6 of the First Amendment) shall apply to the Third Expansion
     Premises A and Existing Premises, collectively, except as otherwise
     indicated in this Third Amendment.

     (B) As of the "Third Expansion Premises B Commencement Date" (as defined in
     Section 2 below) and continuing through the expiration or earlier
     termination of the Term (including the balance of the First Extended Term),
     the Existing Premises shall be expanded to include the Third Expansion
     Premises B, such that the Existing Premises and the Third Expansion
     Premises B shall constitute the "Premises" (and "Tenant's Space") demised
     to Tenant under the Lease. All terms and conditions of the Lease
     (including, without limitation, Tenant's right to extend the Lease Term as
     set forth in Section 6 of the First Amendment) shall apply to the Third
     Expansion Premises B and Existing Premises, collectively, except as
     otherwise indicated in this Third Amendment.

2.   The following definitions are hereby added (or substituted, where
     applicable) to the REFERENCE DATA in Section 1.1 of the Lease:


                                     
THIRD EXPANSION PREMISES
A COMMENCEMENT DATE                     The earlier to occur of (i) the date
                                        that is sixty (60) days after Landlord
                                        provides Tenant with early access to all
                                        of the Third Expansion Premises A as
                                        provided under Section 7.5 of this Third
                                        Amendment, or (ii) the date on which
                                        Tenant commences beneficial use of the
                                        Third Expansion Premises A for its
                                        business purposes.

THIRD EXPANSION PREMISES A
RENT COMMENCEMENT DATE:                 Thirty (30) days after the Third
                                        Expansion Premises A Commencement Date.

THIRD EXPANSION PREMISES
EXPIRATION DATE:                        September 30, 2010, to be coterminous
                                        with the Term

LANDLORD'S CONSTRUCTION
REPRESENTATIVE:                         Michael Schumacher

TENANT'S CONSTRUCTION
REPRESENTATIVE:                         David Mann and Steven Wasserman, either
                                        of whom individually may act on Tenant's
                                        behalf.

THIRD EXPANSION PREMISES B
COMMENCEMENT DATE:                      March 1, 2007.





                                     
THIRD EXPANSION PREMISES B RENT
COMMENCEMENT DATE:                      July 1, 2007

ADDITIONAL SECURITY DEPOSIT:            $91,375.00

BROKER:                                 McCall & Almy
                                        One Post Office Square, 37th Floor
                                        Boston, Massachusetts 02109



3.   ANNUAL FIXED RENT.

     (A) With respect to the Existing Premises, Annual Fixed Rent shall be paid
     as currently provided in the Lease.

     (B) With respect to the Third Expansion Premises A Annual Fixed Rent for
     the Third Expansion Premises A shall be payable as follows:

          (i) Commencing on the Third Expansion Premises A Rent Commencement
          Date and continuing for the next twelve calendar months of the Term
          (plus the partial month, if any, immediately following the Third
          Expansion Premises A Rent Commencement Date) at the annual rate of
          Two Hundred and Forty Three Thousand Six Hundred 00/100 Dollars
          ($243,600.00) (being the product of (i) $29.00 and (ii) the Rentable
          Floor Area of the Third Expansion Premises A (being 8,400 square
          feet));

          (ii) During the next twelve (12) calendar months of the Term, at the
          annual rate of Two Hundred and Fifty Two Thousand 00/100 Dollars
          ($252,000.00) (being the product of (i) $30.00 and (ii) the Rentable
          Floor Area of the Third Expansion Premises A); and

          (iii) Thereafter and continuing through the expiration of the Term, at
          the annual rate of Two Hundred and Sixty Thousand Four Hundred 00/100
          Dollars ($260,400.00) (being the product of (i) $31.00 and (ii) the
          Rentable Floor Area of the Third Expansion Premises A).


     (C) With respect to the Third Expansion Premises B, Annual Fixed Rent for
     the Third Expansion Premises B shall be payable as follows:


          (i) Commencing on the Third Expansion Premises B Rent Commencement
          Date and continuing for the next twelve calendar months of the Term
          (plus the partial month, if any, immediately following the Third
          Expansion Premises B Rent Commencement Date) at the annual rate of One
          Hundred and Twenty One Thousand Nine Hundred 00/100 Dollars
          ($121,900.00) (being the product of (i) $25.00 and (ii) the Rentable
          Floor Area of the Third Expansion Premises B (being 4,876 square
          feet));


          (ii) During the next twelve (12) calendar months of the Term, at the
          annual rate of One Hundred and Twenty Six Thousand Seven Hundred and
          Seventy Six 00/100 Dollars ($126,776.00) (being the product of (i)
          $26.00 and (ii) the Rentable Floor Area of the Third Expansion
          Premises B); and


          (iii) Thereafter and continuing through the expiration of the Term, at
          the annual rate of One Hundred and Thirty One Thousand Six Hundred and
          Fifty Two 00/100 Dollars ($131,652.00) (being the product of (i)
          $27.00 and (ii) the Rentable Floor Area of the Third Expansion
          Premises B).

4.   (A) Effective as of the Third Expansion Premises A Commencement Date and
     continuing through the expiration of the Term, the following definitions
     are hereby added to the REFERENCE DATA in Section 1.1 of the Lease:

                                        
NUMBER OF PARKING PRIVILEGES FOR THE       Beginning on the Third Expansion
THIRD EXPANSION PREMISES A:                Premises A Commencement Date, there
                                           shall be added additional privileges
                                           for parking twenty nine (29) automobiles,
                                           eight (8) of which are located in the
                                           garage below the Building, and
                                           twenty-one (21) of which will be located
                                           on the outdoor surface lot.






                                     
RENTABLE FLOOR AREA OF THE THIRD        8,400 square feet.
EXPANSION PREMISES A:



     (B) Effective as of the Third Expansion Premises B Commencement Date and
     continuing through the expiration of the Term, the following definitions
     are hereby added to the REFERENCE DATA in Section 1.1 of the Lease:

                                     
NUMBER OF PARKING PRIVILEGES FOR THE    Beginning on the Third Expansion
THIRD EXPANSION PREMISES B:             Premises B Commencement Date, there
                                        shall be added additional privileges for
                                        parking seventeen (17) automobiles, five
                                        (5) of which are located in the garage
                                        below the Building, and twelve (12) of
                                        which will be located on the outdoor
                                        surface lot.

RENTABLE FLOOR AREA OF THE THIRD        4,876 square feet.
EXPANSION PREMISES B:



5.   OPERATING EXPENSES.

     (A) Existing Premises. For purposes of calculating Tenant's payments for
     Operating Expenses for the Existing Premises pursuant to Section 2.6 of the
     Lease, the definition of "Base Operating Expenses" shall be unchanged.

     (B) Third Expansion Premises A. In addition to the payments referenced in
     Section 5(A) above, Tenant shall pay Operating Expenses for the Third
     Expansion Premises A to be calculated as follows: For purposes of
     calculating Tenant's payments for Operating Expenses for the Third
     Expansion Premises A pursuant to Section 2.6 of the Lease for that portion
     of the Term on and after the Third Expansion Premises A Commencement Date,
     with respect to the Third Expansion Premises A only, the definition of
     "Base Operating Expenses" shall be:

                                     
BASE OPERATING EXPENSES:                Landlord's Operating Expenses (as
                                        defined in Section 2.6 of the Lease) for
                                        calendar year 2007 being January 1, 2007
                                        through December 31, 2007.



     (C) Third Expansion Premises B. In addition to the payments referenced in
     Section 5(A) above, Tenant shall pay Operating Expenses for the Third
     Expansion Premises B to be calculated as follows: For purposes of
     calculating Tenant's payments for Operating Expenses for the Third
     Expansion Premises B pursuant to Section 2.6 of the Lease for that portion
     of the Term on and after the Third Expansion Premises B Commencement



     Date, with respect to the Third Expansion Premises B only, the definition
     of "Base Operating Expenses" shall be:

                                     
BASE OPERATING EXPENSES:                Landlord's Operating Expenses (as
                                        defined in Section 2.6 of the Lease) for
                                        calendar year 2007 being January 1, 2007
                                        through December 31, 2007.



     (D) Notwithstanding the foregoing or any provision hereof to the contrary,
     Tenant shall not be obligated to pay any of Landlord's Operating Expenses
     allocable to the Third Expansion Premises A and/or the Third Expansion
     Premises B for any period prior to January 1, 2008.

6.   REAL ESTATE TAXES

     (A) Existing Premises. For purposes of calculating Tenant's payments for
     real estate taxes for the Existing Premises pursuant to Section 2.7 of the
     Lease, the definition of "Base Taxes" shall be unchanged.

     (B) Third Expansion Premises A. In addition to the payments referenced in
     Section 6(A) above, Tenant shall pay real estate taxes for the Third
     Expansion Premises A to be calculated as follows: For purposes of
     calculating Tenant's payments for real estate taxes for the Third Expansion
     Premises A pursuant to Section 2.7 of the Lease for that portion of the
     Term on and after the Third Expansion Premises A Commencement Date, with
     respect to the Third Expansion Premises A only, the definition of "Base
     Taxes" shall be:

                                     
BASE TAXES:                             Landlord's Tax Expenses (as defined in
                                        Section 2.7 of the Lease) for fiscal tax
                                        year 2008 being July 1, 2007 through
                                        June 30, 2008.



     (C) Third Expansion Premises B. In addition to the payments referenced in
     Section 6(A) above, Tenant shall pay real estate taxes for the Third
     Expansion Premises B to be calculated as follows: For purposes of
     calculating Tenant's payments for real estate taxes for the Third Expansion
     Premises B pursuant to Section 2.7 of the Lease for that portion of the
     Term on and after the Third Expansion Premises B Commencement Date, with
     respect to the Third Expansion Premises B only, the definition of "Base
     Taxes" shall be:

                                     
BASE TAXES:                             Landlord's Tax Expenses (as defined in
                                        Section 2.7 of the Lease) for fiscal tax
                                        year 2008 being July 1, 2007 through
                                        June 30, 2008.



     (D) Notwithstanding the foregoing or any provision hereof to the contrary,
     Tenant shall not be obligated to pay any of Landlord's Tax Expenses
     allocable to the Third Expansion Premises A and/or the Third Expansion
     Premises B for any period prior to July 1, 2008.



7.   Condition of the Third Expansion Premises. Tenant shall accept the Third
     Expansion Premises A and Third Expansion Premises B, respectively, in their
     "AS-IS" condition without any obligation on the Landlord's part to perform
     any additions, alterations, improvements, demolition or other work therein
     or pertaining thereto or to install or connect any of Tenant's telephone or
     other communications equipment or systems or to provide any allowance,
     except as provided below. Notwithstanding the foregoing, Landlord
     represents and warrants that as of the Third Expansion Premises A
     Commencement Date, and the Third Expansion Premises B Commencement Date,
     respectively, the HVAC system and all other building systems serving the
     Third Expansion Premises A and Third Expansion Premises B will be in good
     order, condition and repair.

7.1  Third Expansion Premises A Work

     (A) Tenant, at its sole cost and expense, shall perform all work necessary
     to prepare the Third Expansion Premises A for Tenant's occupancy (the
     "Third Expansion Premises A Work"). Landlord acknowledges that it has
     approved the work described in the area designated as "Phase 3B Exterior
     Suite" (the "Exterior Suite Area") on the schematic plans attached hereto
     as Exhibit E (the "Tenant's Schematic Plans"). The Third Expansion Premises
     A Work shall be performed in accordance with plans and specifications
     prepared by an architect, licensed by the Commonwealth of Massachusetts and
     reasonably approved by Landlord (the "Third Expansion Premises A
     Architect"), such plans and specifications to be subject to the reasonable
     approval of the Landlord, but Landlord may not disapprove of matters shown
     on, and consistent with, the Exterior Suite Area of the Tenant's Schematic
     Plans. Without limiting the generality of the foregoing, Tenant shall have
     the right to use Visnick & Caulfield Associates, Inc. as the Third
     Expansion Premises A Architect for the Third Expansion Premises A Work.
     Tenant shall submit to Landlord a detailed floor plan layout together with
     working drawings for the Third Expansion Premises A Work to prepare the
     Third Expansion Premises A for Tenant's occupancy. Such floor plan layout
     and working drawings (the "Third Expansion Premises A Plans") shall contain
     at least the information required by, and shall conform to the requirements
     of, Exhibit B. Provided that the Third Expansion Premises A Plans contain
     at least the information required by, and conform to the requirements of,
     said Exhibit B, Landlord's approval of the Third Expansion Premises A Plans
     shall not be unreasonably withheld or delayed (said approval to be given
     within five (5) business days of Landlord's receipt of three (3) copies of
     such plans and specifications); however, Landlord's determination of
     matters relating to aesthetic issues relating to alterations or changes
     which are visible outside the Premises shall be in Landlord's sole
     discretion. If Landlord disapproves of any Third Expansion Premises A
     Plans, then Tenant shall promptly have the Third Expansion Premises A Plans
     revised by its architect to incorporate all objections and conditions
     presented by Landlord and shall resubmit such plans to Landlord no later
     than seven (7) days after Landlord has submitted to Tenant its objections
     and conditions. Such process shall be followed until the Third Expansion
     Premises A Plans shall have been approved by the Landlord without objection
     or condition.



     (B) Once the Third Expansion Premises A Plans have been approved by
     Landlord, Tenant, at its sole cost and expense, shall promptly, and with
     all due diligence, perform the Third Expansion Premises A Work as set forth
     on the Third Expansion Premises A Plans, and, in connection therewith,
     Tenant shall obtain all necessary governmental permits and approvals for
     the Third Expansion Premises A Work.

7.2  Third Expanded Premises B Work

     (A) Tenant, at its sole cost and expense, shall perform all work necessary
     to prepare the Third Expansion Premises B for Tenant's occupancy (the
     "Third Expansion Premises B Work"), and together with the Third Expansion
     Premises A Work, the "Tenant's Work"). Landlord acknowledges that it has
     approved the work described in the area designated as "Phase 3A Atrium
     Suite" (the "Atrium Suite Area") on Tenant's Schematic Plans. The Third
     Expansion Premises B Work shall be performed in accordance with plans and
     specifications prepared by an architect, licensed by the Commonwealth of
     Massachusetts and reasonably approved by Landlord (the "Third Expansion
     Premises B Architect"), such plans and specifications to be subject to the
     reasonable approval of the Landlord, but Landlord may not disapprove of
     matters shown on, and consistent with, the Atrium Suite Area of the
     Tenant's Schematic Plans. Without limiting the generality of the foregoing,
     Tenant shall have the right to use Visnick & Caulfield Associates, Inc. as
     the Third Expansion Premises B Architect for the Third Expansion Premises B
     Work. Tenant shall submit to Landlord, a detailed floor plan layout
     together with working drawings for the Third Expansion Premises B Work to
     prepare the Third Expansion Premises B for Tenant's occupancy. Such floor
     plan layout and working drawings (the "Third Expansion Premises B Plans")
     shall contain at least the information required by, and shall conform to
     the requirements of, Exhibit B. Provided that the Third Expansion Premises
     B Plans contain at least the information required by, and conform to the
     requirements of, said Exhibit B, Landlord's approval of the Third Expansion
     Premises B Plans shall not be unreasonably withheld or delayed (said
     approval to be given within five (5) business days of Landlord's receipt of
     three (3) copies of such plans and specifications); however, Landlord's
     determination of matters relating to aesthetic issues relating to
     alterations or changes which are visible outside the Premises shall be in
     Landlord's sole discretion. If Landlord disapproves of any Third Expansion
     Premises B Plans, then Tenant shall promptly have the Third Expansion
     Premises B Plans revised by its architect to incorporate all objections and
     conditions presented by Landlord and shall resubmit such plans to Landlord
     no later than seven (7) days after Landlord has submitted to Tenant its
     objections and conditions. Such process shall be followed until the Third
     Expansion Premises B Plans shall have been approved by the Landlord without
     objection or condition.

     (B) Once the Third Expansion Premises B Plans have been approved by
     Landlord, Tenant, at its sole cost and expense, shall promptly, and with
     all due diligence, perform the Third Expansion Premises B Work as set forth
     on the Third Expansion Premises B Plans, and, in connection therewith,
     Tenant shall obtain all necessary governmental permits and approvals for
     the Third Expansion Premises B Work.



7.3  Quality and Performance of Work

     All of Tenant's Work shall be performed strictly in accordance with Section
     3.3 of the Lease. Tenant shall have Tenant's Work performed by contractors,
     reasonably approved by Landlord, which contractors shall provide to
     Landlord such insurance as the Landlord may reasonably require. Without
     limiting the generality of the foregoing, and subject to all applicable
     terms and conditions of the Lease, Tenant shall have the right to use
     Majestic Construction, Inc., as the general contractor for the Tenant's
     Work. Landlord shall have the right to provide such reasonable rules and
     regulations relative to the performance of Tenant's Work and other work
     which the Tenant may perform under this Lease and tenant shall abide by all
     such reasonable rules and regulations and shall cause all of its
     contractors to so abide including, without limitation, payment for the
     costs of using Building services. It shall be Tenant's obligation to obtain
     a certificate of occupancy or other like governmental approval for the use
     and occupancy of the Third Expansion Premises to the extent required by
     law, and Tenant shall not occupy the Third Expansion Premises for the
     conduct of business until and unless it has obtained such approval and has
     submitted to Landlord a copy of the same. Additionally, Tenant shall
     provide waivers of lien from all of Tenant's general contractors,
     subcontractors and suppliers performing work of Five Thousand and 00/100
     Dollars or more, in the aggregate, in the recordable forms attached hereto
     as Exhibit D. Tenant shall also prepare and submit to Landlord promptly
     after Tenant's Work is substantially complete a set of as-built plans in
     both print and electronic forms showing the work performed by Tenant to the
     Premises. To the extent the same may be shown in the as-built plans
     prepared for Tenant from its existing vendor, such plans shall include,
     without limitation, any wiring or cabling installed by Tenant or Tenant's
     contractor for Tenant's computer, telephone and other communication
     systems. Within thirty (30) days after receipt of an invoice from Landlord,
     Tenant shall pay to Landlord, as Additional Rent, an amount equal to the
     sum of (i) third party expenses incurred by Landlord to review any elements
     of Tenant's Plans and Tenant's Work that may affect the structure of the
     Building, and (ii) third party expenses incurred by Landlord to review
     Tenant's Plans and Tenant's Work of which Tenant has received advance
     notice and which Tenant, in its commercially reasonable determination, has
     approved. All of Tenant's Work shall be coordinated with any work being
     performed by or for Landlord and in such manner as to maintain harmonious
     labor relations. Each party may inspect the work of the other at reasonable
     times and shall promptly give notice of observed defects. Each party
     authorizes the other to rely in connection with design and construction
     upon approval and other actions on the party's behalf by any Construction
     Representative of the party named above or any person hereafter designated
     in substitution or addition by notice to the party relying. Tenant
     acknowledges that Tenant is acting for its own benefit and account and that
     Tenant will not be acting as Landlord's agent in performing any Tenant
     Work, accordingly, no contractor, subcontractor or supplier shall have a
     right to lien Landlord's interest in the Property in connection with any
     work.

7.4  Special Allowance

     (A) Landlord shall provide to Tenant a special allowance equal to the
     product of (i) $13.00 and (ii) the Rentable Floor Area of the Third
     Expansion Premises A (the "Third



     Expansion Premises A Tenant Allowance"). The Third Expansion Premises A
     Tenant Allowance shall be used and applied by Tenant solely on account of
     the cost of associated architect's fees, construction supervision and
     construction of Tenant's Work, provided, however, Tenant may use and apply
     a portion of the Third Expansion Premises A Tenant Allowance on account of
     Tenant's so-called "soft costs" related to the Third Expansion Premises A
     Work (including, supervisory and construction management fees, and the cost
     of wiring and cabling), in an amount not to exceed the product of (x) $1.00
     and (y) the Rentable Floor area of the Third Expansion Premises A. Provided
     that the Tenant (i) has completed all of such Third Expansion Premises A
     Work in accordance with the terms of the Lease, has paid for all of such
     Third Expansion Premises A Work in full and has delivered to Landlord lien
     waivers as required by Section 7.3 herein, (ii) has executed the
     Commencement Date Agreement in the form annexed hereto as Exhibit C, (iii)
     has delivered to Landlord its certificate specifying the cost of such Third
     Expansion Premises A Work and all contractors, subcontractors and supplies
     involved with the Third Expansion Premises A Work, together with evidence
     of such cost in the form of paid invoices, receipts and the like, (iv) has
     satisfied the requirements of (i) through (iii) above and made request for
     such payment on or before the date that is three hundred and sixty five
     (365) days after the Third Expansion Premises A Commencement Date, (v) is
     not otherwise in default (beyond applicable notice and cure periods) under
     the Lease, and (vi) there are no liens (unless bonded to the reasonable
     satisfaction of Landlord) against Tenant's interest in the Lease or against
     the Building or the Site arising out of the Third Expansion Premises A Work
     or any litigation in which Tenant is a party, then within thirty (30) days
     after the satisfaction of the foregoing conditions, the Landlord shall pay
     to the Tenant the lesser of the amount of such costs so certified (the
     "Third Expansion Premises A Certified Costs") or the amount of the Third
     Expansion Premises A Tenant Allowance. For the purposes hereof, the cost to
     be so reimbursed by Landlord shall include the cost of leasehold
     improvements but not the cost of any of Tenant's personal property, trade
     fixtures or trade equipment or any so-called soft costs, except as
     expressly permitted above. Notwithstanding the foregoing, Landlord shall be
     under no obligation to apply any portion of the Third Expansion Premises A
     Tenant Allowance for any purposes other than as provided in this Section
     7.4, nor shall Landlord be deemed to have assumed any obligations, in whole
     or in part, of Tenant to any contractors, subcontractors, suppliers,
     workers or materialmen. Further, except as provided in this Section 7.4,
     the Third Expansion Premises A Tenant Allowance shall only be applied
     towards the cost of leasehold improvements and in no event shall Landlord
     be required to make application of any portion of the Third Expansion
     Premises A Tenant Allowance towards Tenant's personal property, trade
     fixtures or moving expenses or on account of any supervisory fees,
     overhead, management fees or other payments to Tenant, or any partner or
     affiliate of Tenant. In the event that such cost of the Third Expansion
     Premises A Work and the other costs for which Tenant is permitted to seek
     reimbursement above are less than the Third Expansion Premises A Tenant
     Allowance, Tenant shall not be entitled to any payment or credit nor shall
     there be any application of the same toward Annual Fixed Rent or Additional
     Rent owed by Tenant under the Lease, provided, however, notwithstanding the
     foregoing, that the amount of the Third Expansion Premises A Tenant
     Allowance in excess of the Third Expansion Premises A Certified Costs (the
     "Third Expansion Premises A Allowance Excess"), if



     any, shall be added to, and made available to Tenant as part of the Third
     Expansion Premises B Tenant Allowance (as defined below). Landlord shall be
     entitled to deduct from the Third Expansion Premises A Tenant Allowance an
     amount equal to the sum of (i) third party expenses incurred by Landlord to
     review any elements of the Third Expansion Premises A Plans and the Third
     Expansion Premises A Work that may affect the structure of the Building,
     and (ii) third party expenses incurred by Landlord review the Third
     Expansion Premises A Plans and the Third Expansion Premises A Work of which
     Tenant has received advance notice and which Tenant, in its commercially
     reasonable determination, has approved.

     (B) Landlord shall provide to Tenant a special allowance equal to the
     product of (i) $13.00 and (ii) the Rentable Floor Area of the Third
     Expansion Premises B (the "Third Expansion Premises B Tenant Allowance").
     The Third Expansion Premises B Tenant Allowance shall be used and applied
     by Tenant solely on account of the cost of associated architect's fees,
     construction supervision and construction of Tenant's Work, provided,
     however, Tenant may use and apply a portion of the Third Expansion Premises
     B Tenant Allowance on account of Tenant's so-called "soft costs" related to
     the Third Expansion Premises B Work (including, supervisory and
     construction management fees, and the cost of wiring and cabling), in an
     amount not to exceed the product of (x) $1.00 and (y) the Rentable Floor
     Area of the Third Expansion Premises B. Provided that the Tenant (i) has
     completed all of such Third Expansion Premises B Work in accordance with
     the terms of the Lease, has paid for all of such Third Expansion Premises B
     Work in full and has delivered to Landlord lien waivers as required by
     Section 7.3 herein, (ii) has executed the Commencement Date Agreement in
     the form annexed hereto as Exhibit C, (iii) has delivered to Landlord its
     certificate specifying the cost of such Third Expansion Premises B Work and
     all contractors, subcontractors and supplies involved with the Third
     Expansion Premises B Work, together with evidence of such cost in the form
     of paid invoices, receipts and the like, (iv) has satisfied the
     requirements of (i) through (iii) above and made request for such payment
     on or before the date that is three hundred and sixty five (365) days after
     the Third Expansion Premises B Commencement Date, (v) is not otherwise in
     default (beyond applicable notice and cure periods) under the Lease, and
     (vi) there are no liens (unless bonded to the reasonable satisfaction of
     Landlord) against Tenant's interest in the Lease or against the Building or
     the Site arising out of the Third Expansion Premises B Work or any
     litigation in which Tenant is a party, then within thirty (30) days after
     the satisfaction of the foregoing conditions, the Landlord shall pay to the
     Tenant the lesser of the amount of such costs so certified (the "Third
     Expansion Premises B Certified Costs") or the amount of the Third Expansion
     Premises B Tenant Allowance. For the purposes hereof, the cost to be so
     reimbursed by Landlord shall include the cost of leasehold improvements but
     not the cost of any of Tenant's personal property, trade fixtures or trade
     equipment or any so-called soft costs, except as expressly permitted above.
     Notwithstanding the foregoing, Landlord shall be under no obligation to
     apply any portion of the Third Expansion Premises B Tenant Allowance for
     any purposes other than as provided in this Section 7.4, nor shall Landlord
     be deemed to have assumed any obligations, in whole or in part, of Tenant
     to any contractors, subcontractors, suppliers, workers or materialmen.
     Further, except as provided in this Section 7.4, the Third Expansion
     Premises B Tenant Allowance shall only be applied towards the cost of
     leasehold improvements and in no event shall Landlord be required to



     make application of any portion of the Third Expansion Premises B Tenant
     Allowance towards Tenant's personal property, trade fixtures or moving
     expenses or on account of any supervisory fees, overhead, management fees
     or other payments to Tenant, or any partner or affiliate of Tenant. In the
     event that such cost of the Third Expansion Premises B Work and the other
     costs for which Tenant is permitted to seek reimbursement above are less
     than the Third Expansion Premises B Tenant Allowance, Tenant shall not be
     entitled to any payment or credit nor shall there be any application of the
     same toward Annual Fixed Rent or Additional Rent owned by Tenant under the
     Lease, provided, however, notwithstanding the foregoing, that the amount of
     the Third Expansion Premises B Tenant Allowance in excess of the Third
     Expansion Premises B Certified Costs (the "Third Expansion Premises B
     Allowance Excess"), if any, shall be added to, and made available to Tenant
     as part of the Third Expansion Premises A Tenant Allowance. Landlord shall
     be entitled to deduct from the Third Expansion Premises B Tenant Allowance
     an amount equal to the sum of (i) third party expenses incurred by
     Landlord to review any elements of the Third Expansion Premises B Plans and
     the Third Expansion Premises B Work that may affect the structure of the
     Building, and (ii) third party expenses incurred by Landlord to review the
     Third Expansion Premises B Plans and the Third Expansion Premises B Work of
     which Tenant has received advance notice and which Tenant, in its
     commercially reasonable determination, has approved.

7.5  Early Access by Tenant.

     (A) On or after April 1, 2007, and subject to the timely surrender of the
     Third Expansion Premises A by the existing tenants of the Third Expansion
     Premises A, Landlord shall permit Tenant access to the Third Expansion
     Premises A to commence the construction of the Third Expansion Premises A
     Work. Landlord shall use commercially reasonable efforts to provide Tenant
     with at least four (4) days advanced notice (which notice may be oral to
     Tenant's Construction Representative) of the anticipated date on which
     Landlord will provide Tenant with such access, provided, however, the
     parties agree that Tenant shall have no remedy or recourse for Landlord's
     failure to provide such advanced notice and, provided further, that in no
     event will Landlord's failure to provide such advanced notice delay the
     Third Expansion Premises A Commencement Date or the Third Expansion
     Premises A Rent Commencement Date. Any such access by Tenant shall be upon
     all of the terms and conditions of the Lease (other than the payment of
     Annual Fixed Rent) and shall be at Tenant's sole risk, and Landlord shall
     not be responsible for any injury to persons or damage to property
     resulting from such early access by Tenant.

     If the existing tenants of the Third Expansion Premises A wrongfully fail
     to deliver possession of such space at the time when their tenancy is
     scheduled to expire, Landlord shall use reasonable efforts and due
     diligence (which shall be limited to the commencement and prosecution
     thereafter of eviction proceedings but which shall not require the taking
     of any appeal) to evict such occupant from such space and to deliver
     possession of such space to Tenant as soon as may be practicable. The
     failure of the then occupant of such space to so vacate shall not give
     Tenant any right to terminate this Amendment or to deduct from, offset
     against or withhold Annual Fixed Rent, Additional Rent or other charges due
     under this Amendment (or any portions thereof), except as


     expressly provided in the next sentence of this Section. If Landlord shall
     have failed to provide Tenant with such access to the Third Expansion
     Premises A on or before September 1, 2007 (the "Outside Delivery Date")
     (which date shall be extended automatically for such periods of time as
     Landlord is prevented from providing the same by reason of Force Majeure
     (it being agreed said Force Majeure shall not include delay attributable to
     any existing tenant's wrongful failure to deliver possession of the Third
     Expansion Premises A, as more particularly described above) or any act or
     failure to act of Tenant which interferes with Landlord's ability to
     provide such access, without limiting Landlord's other rights on account
     thereof), Tenant shall have the right to terminate this Third Amendment to
     Lease, with respect to the Third Expansion Premises A only, by giving
     notice to Landlord of Tenant's desire do so before such access is provided
     to Tenant within the time period from the Outside Delivery Date (as so
     extended) until the date which is thirty (30) days subsequent to the
     Outside Delivery Date (as so extended); and, upon the giving of such
     notice, the term of this Third Amendment to Lease, shall cease and come to
     an end with respect to the Third Expansion Premises A only, without further
     liability or obligation on the part of either party unless, within thirty
     (30) days after receipt of such notice, Landlord provides such access to
     Tenant; and such right of termination shall be Tenant's sole and exclusive
     remedy for Landlord's failure to provide access within such time.

     (B) As of the date of this Third Amendment, Landlord shall permit Tenant
     access to the Third Expansion Premises B to commence the construction of
     the Third Expansion Premises B Work. Any such access by Tenant shall be
     upon all of the terms and conditions of the Lease (other than the payment
     of Annual Fixed Rent) and shall be at Tenant's sole risk, and Landlord
     shall not be responsible for any injury to persons or damage to property
     resulting from such early access by Tenant.

8.   Section 11 of the Second Amendment is deleted and neither party shall have
     any further right or obligation thereunder.

9.   Effective as of the Third Expansion Premises A Commencement Date and
     continuing through the expiration of the Term, clause (iii) of the last
     sentence of Section 5.6.1.1 of the Lease is hereby deleted and the
     following language is substituted therefor: "(iii) in no event shall there
     exist more than five (5) partial subleases at any one time during the
     Term," and a new clause (iv) shall be added as follows: "and (iv) in no
     event shall the rentable floor area of any subleased premises be less than
     3,000 square feet."

10.  DELIVERY OF ADDITIONAL SECURITY DEPOSIT.

     (a) As of the date of this Third Amendment, Tenant agrees to pay to
     Landlord $91,375.00 (the "Additional Security Deposit"). Such Additional
     Security Deposit, along with the existing security deposit in the amount of
     $216,300.00 (the "Existing Security Deposit") paid by Tenant in accordance
     with Section 8.21 of the Lease, shall be held by Landlord as security for
     the performance by Tenant of all obligations on the part of Tenant under
     the Lease during the Term (as may be further extended) with respect to the
     Premises, as such term is amended by this Third Amendment, pursuant to the
     terms and conditions set forth in Section 8.21. The Additional Security
     Deposit and the Existing Security Deposit are hereafter collectively
     referred to as the "Security Deposit."



     Landlord shall continue to hold the Security Deposit in accordance with the
     terms and conditions of the Lease, except as follows.

     (b) With respect to the Additional Security Deposit only, Landlord shall
     exchange the then existing Letter of Credit for a Letter of Credit
     delivered by Tenant which reduces the amount secured by said Letter of
     Credit by Twenty Six Thousand and Thirty Three 00/100 Dollars ($26,033.00)
     (and otherwise in strict conformity with the requirements of Section 8.21
     of the Lease) on the date that is twelve months prior to the Third
     Expansion Premises Expiration Date (i.e., September 30, 2009) so that the
     remainder of the Additional Security Deposit thereafter secured by the
     Letter of Credit shall be Sixty Five Thousand Three Hundred and Forty Two
     00/100 Dollars ($65,342.00) and the remainder of the Total Security Deposit
     thereafter secured by the Letter of Credit shall be Two Hundred Eighty One
     Thousand Six Hundred and Forty Two 00/100 Dollars ($281,642.00), if (i)
     Tenant is not then in default (beyond applicable notice and cure periods)
     under the terms of the Lease, (ii) Landlord has not applied such deposit or
     any portion thereof to Landlord's damages arising from any default on the
     part of Tenant, whether or not Tenant has restored the amount so applied by
     Landlord and (iii) there have been no more than two (2) Event of Default
     occurrences during the Term.

     (c) If Tenant believes that it has satisfied all the conditions precedent
     to a reduction in the amount of the Additional Security Deposit, then it
     shall request such reduction in writing to Landlord, which request shall
     certify to Landlord that all such conditions have been satisfied. If
     Landlord determines that all of the aforesaid conditions are met, the
     Additional Security Deposit shall be so reduced in accordance with this
     Section. No Letter of Credit shall automatically reduce, but any reduction
     in the amount thereof shall require Landlord's prior written notice to the
     issuer of the Letter of Credit of the reduced amount. Within thirty (30)
     days after Landlord's receipt of Tenant's request for a reduction as
     described above, Landlord shall determine whether such a reduction is
     permitted in accordance with this Section, and if it is, Landlord shall
     notify the issuer of the Letter of Credit of the amount to which the Letter
     of Credit shall be reduced.

11.  (A) Tenant warrants and represents that Tenant has not dealt with any
     broker in connection with the consummation of this Third Amendment other
     than the Broker referenced above; and in the event any claim is made
     against Landlord relative to dealings by Tenant with brokers other than the
     Broker, Tenant shall defend the claim against Landlord with counsel of
     Tenant's selection first approved by Landlord (which approval will not be
     unreasonably withheld) and save harmless and indemnify Landlord on account
     of loss, cost or damage which may arise by reason of such claim.

     (B) Landlord warrants and represents that Landlord has not dealt with any
     broker in connection with the consummation of this Third Amendment other
     than the Broker referenced above; and in the event any claim is made
     against Tenant relative to dealings by Landlord with brokers other than the
     Broker, Landlord shall defend the claim against Tenant with counsel of
     Landlord's selection and save harmless and indemnify Tenant on account of
     loss, cost or damage which may arise by reason of such claim. Landlord
     agrees that it shall be solely responsible for the payment of brokerage
     commissions due to the Broker referenced above in accordance with a
     separate commission agreement.



12.  Except as otherwise expressly provided herein, all capitalized terms used
     herein without definition shall have the same meanings as are set forth in
     the Lease.

13.  Except as herein amended the Lease shall remain unchanged and in full force
     and effect. All references to the "Lease" shall be deemed to be references
     to the Lease as herein amended.

                           [Signature page to follow.]



     EXECUTED as a sealed instrument as of the date and year first above
written.

WITNESS:                                LANDLORD:

                                        BOSTON PROPERTIES LIMITED PARTNERSHIP

                                        By BOSTON PROPERTIES, INC.,
                                        Its general partner


/s/ [illegible]                         By /s/ David C. Provost
- -------------------------------------      -------------------------------------
                                        Name David C. Provost
                                        Title Senior Vice President
                                              Boston Properties


ATTEST:                                 TENANT:

                                        CONSTANT CONTACT, INC.


By: /s/ Eric Groves                     By /s/ Gail Goodman
    ---------------------------------      -------------------------------------
Name: Eric Groves                       Name Gail Goodman
Title: SECRETARY or                     Title PRESIDENT or (VICE PRESIDENT)
       (ASSISTANT SECRETARY)                   HEREUNTO DULY AUTHORIZED


                                        By /s/ Steven R. Wasserman
                                           -------------------------------------
                                        Name Steven R. Wasserman
                                        Title TREASURER or
                                              (ASSISTANT TREASURER)
                                              HEREUNTO DULY AUTHORIZED

                                        (CORPORATE SEAL)



                                    EXHIBIT A

                        Plan of Third Expansion Premises



                                    EXHIBIT B

                  TENANT PLAN AND WORKING DRAWING REQUIREMENTS

1.   Floor plan indicating location of partitions and doors (details required of
     partition and door types).

2.   Location of standard electrical convenience outlets and telephone outlets.

3.   Location ;and details of special electrical outlets; (e.g. Xerox),
     including voltage, amperage, phase and NEMA configuration of outlets.

4.   Reflected ceiling plan showing layout of standard ceiling and lighting
     fixtures. Partitions to be shown lightly with switches located indicating
     fixtures to be controlled.

5.   Locations and details of special ceiling conditions, lighting fixtures,
     speakers, etc.

6.   Location and heat load in BTU/Hr. of all special air conditioning and
     ventilating requirements and all necessary HVAC mechanical drawings.

7.   Location and details of special structural requirements, e.g., slab
     penetrations and areas with floor loadings exceeding a live load of 70
     lbs./s.f.

8.   Locations and details of all plumbing fixtures; sinks, drinking fountains,
     etc.

9.   Location and specifications of floor coverings, e.g., vinyl tile, carpet,
     ceramic tile, etc.

10.  Finish schedule plan indicating wall covering, paint or paneling with paint
     colors referenced to standard color system.

11.  Details and specifications of special millwork, glass partitions, rolling
     doors and grilles, blackboards, shelves, etc.

12.  Hardware schedule indicating door number keyed to plan, size, hardware
     required including butts, latchsets or locksets, closures, stops, and any
     special items such as thresholds, soundproofing, etc. Keying schedule is
     required.

13.  Verified dimensions of all built-in equipment (file cabinets, lockers, plan
     files, etc.).

14.  Location of any special soundproofing requirements.

15.  All drawings to be uniform size (30" X 42") and shall incorporate the
     standard project electrical and plumbing symbols and be at a scale of 1/8"
     = 1' or larger.

16.  Drawing submittal shall include the appropriate quantity required for
     Landlord to file for permit along with four half size sets and one full
     size set for Landlord's review and use.

17.  Provide all other information necessary to obtain all permits and approvals
     for Landlord's Work.



18.  Upon completion of the work, Tenant shall provide Landlord with two hard
     copies and one electronic CAD file of updated architectural and mechanical
     drawings to reflect all project sketches and changes.


                                    EXHIBIT C

                       FORM OF COMMENCEMENT DATE AGREEMENT

             DECLARATION AFFIXING THE COMMENCEMENT DATE OF AMENDMENT

THIS AGREEMENT made this __ day of ______________ 200_, by and between
___________________________ (hereinafter "Landlord") and ______________
(hereinafter "Tenant").

                                WITNESSETH THAT:

1.   This Agreement is made pursuant to Section _ of that certain Lease
     Amendment dated _________________, between the parties aforenamed as
     Landlord and Tenant (the "Lease").

2.   It is hereby stipulated that the applicable Lease Term commenced on
     ____________, (being the relevant "Commencement Date" under the Amendment),
     and shall end and expire on ____________________, unless sooner terminated
     or extended, as provided for in the Lease.

WITNESS the execution hereof under seal by persons hereunto duly authorized, the
date first above written.

                                        LANDLORD:


                                        ----------------------------------------

                                        TENANT:


                                        ----------------------------------------

ATTEST:


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
                                                Hereunto duly authorized

                                                                (CORPORATE SEAL)



                          COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK

On this __ day of _______________, 200_, before me, the undersigned notary
public, personally appeared ________________, proved to me through satisfactory
evidence of identification, which were _________________________, to be the
person whose name is signed on the preceding or attached document in my
presence.


- -------------------------------------
NOTARY PUBLIC
My Commission Expires:

                          COMMONWEALTH OF MASSACHUSETTS

COUNTY OF ___________________

On this __ day of _______________, 200_, before me, the undersigned notary
public, personally appeared ________________, proved to me through satisfactory
evidence of identification, which were _________________________, to be the
person whose name is signed on the preceding or attached document, and who swore
or affirmed to me that the contents of the documents are truthful and accurate
to the best of [his] [her] knowledge and belief.


- -------------------------------------
NOTARY PUBLIC
My Commission Expires:



                                    EXHIBIT D

                              FORMS OF LIEN WAIVERS

              CONTRACTOR'S PARTIAL WAIVER AND SUBORDINATION OF LIEN

STATE OF ____________________________                    Date: _________________

______________________________ COUNTY       Application for Payment No.: _______

OWNER: _________________________________________________________________________

CONTRACTOR: ____________________________________________________________________

LENDER / MORTGAGEE:                     None

1.   Original Contract Amount:          $ ______________________________________

2.   Approved Change Orders:            $ ______________________________________

3.   Adjusted Contract Amount:          $ ______________________________________
     (line 1 plus line 2)

4.   Completed to Date:                 $ ______________________________________

5.   Less Retainage:                    $ ______________________________________

6.   Total Payable to Date:             $ ______________________________________
     (line 4 less line 5)

7.   Less Previous Payments:            $ ______________________________________

8.   Current Amount Due:                $ ______________________________________
     (line 6 less line 7)

9.   Pending Change Orders:             $ ______________________________________

10.  Disputed Claims:                   $ ______________________________________

The undersigned who has a contract with _________________________________ for
furnishing labor or materials or both labor and materials or rental equipment,
appliances or tools for the erection, alteration, repair or removal of a
building or structure or other improvement of real property known and identified
as located in ___________________ (city or town), _________ County,
____________________________ and owned by _______________________, upon receipt
of ____________________ ($__________________) in payment of an
invoice/requisition/application for payment dated ___________________ does
hereby:



     (a)  waive any and all liens and right of lien on such real property for
          labor or materials, or both labor and materials, or rental equipment,
          appliances or tools, performed or furnished through the following date
          _____________________ (payment period), except for retainage, unpaid
          agreed or pending change orders, and disputed claims as stated above;

     (b)  subordinate any and all liens and right of lien to secure payment for
          such unpaid, agreed or pending change orders and disputed claims, and
          such further labor or materials, or both labor and materials, or
          rental equipment, appliances or tools, except for retainage, performed
          or furnished at any time through the twenty-fifth day after the end of
          the above payment period, to the extent of the amount actually
          advanced by the above lender/mortgagee through such twenty-fifth day.

     Signed under the penalties of perjury this __________ day of _____________,
20__.

WITNESS:                                CONTRACTOR:


- -------------------------------------   ----------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------



                           SUBCONTRACTOR'S LIEN WAIVER

General Contractor: ____________________________________________________________

Subcontractor: _________________________________________________________________

Owner: _________________________________________________________________________

Project: _______________________________________________________________________

Total Amount Previously Paid:                    $ _____________________________

Amount Paid This Date:                           $ _____________________________

Retainage (Including This Payment) Held to Date: $ _____________________________

In consideration of the receipt of the amount of payment set forth above and any
and all past payments received from the Contractor in connection with the
Project, the undersigned acknowledges and agrees that it has been paid all sums
due for all labor, materials and/or equipment furnished by the undersigned to or
in connection with the Project and the undersigned hereby releases, discharges,
relinquishes and waives any and all claims, suits, liens and rights under any
Notice of Identification, Notice of Contract or statement of account with
respect to the Owner, the Project and/or against the Contractor on account of
any labor, materials and/or equipment furnished through the date hereof.

The undersigned individual represents and warrants that he is the duly
authorized representative of the undersigned, empowered and authorized to
execute and deliver this document on behalf of the undersigned and that this
document binds the undersigned to the extent that the payment referred to herein
is received.

The undersigned represents and warrants that it has paid in full each and every
sub-subcontractor, laborer and labor and/or material supplier with whom
undersigned has dealt in connection with the Project and the undersigned agrees
at its sole cost and expense to defend, indemnify and hold harmless the
Contractor against any claims, demands, suits, disputes, damages, costs,
expenses (including attorneys fees), liens and/or claims of lien made by such
sub-subcontractors, laborers and labor and/or material suppliers arising out of
or in any way related to the Project. This document is to take effect as a
sealed instrument.



Signed under the penalties of perjury as of this _____ day of
__________________, 20__.

SUBCONTRACTOR:                          Signature and Printed Name of Individual
                                        Signing this Lien Waiver


- -------------------------------------   ----------------------------------------

                                        ----------------------------------------

WITNESS:


- -------------------------------------

Name:
      -------------------------------
Title:
       ------------------------------
Dated:
       ------------------------------



 CONTRACTOR'S WAIVER OF CLAIMS AGAINST OWNER AND ACKNOWLEDGMENT OF FINAL PAYMENT

Commonwealth of Massachusetts                       Date: ______________________

COUNTY OF ___________________________         Invoice No.: _____________________

OWNER: _________________________________________________________________________

CONTRACTOR: ____________________________________________________________________

PROJECT: _______________________________________________________________________

1.   Original Contract Amount:                $ ________________________________

2.   Approved Change Orders:                  $ ________________________________

3.   Adjusted Contract Amount:                $ ________________________________

4.   Sums Paid On Account of Contract Amount: $ ________________________________

5.   Less Final Payment Due:                  $ ________________________________

The undersigned being duly sworn hereby attests that when the Final Payment Due
as set forth above is paid in full by Owner, such payment shall constitute
payment in full for all labor, materials, equipment and work in place furnished
by the undersigned in connection with the aforesaid contract and that no further
payment is or will be due to the undersigned.

The undersigned hereby attests that it has satisfied all claims against it for
items, including by way of illustration but not by way of limitation, items of:
labor, materials, insurance, taxes, union benefits, equipment, etc. employed in
the prosecution of the work of said contract, and acknowledges that satisfaction
of such claims serves as an inducement for the Owner to release the Final
Payment Due.

The undersigned hereby agrees to indemnify and hold harmless the Owner from and
against all claims arising in connection with its Contract with respect to
claims for the furnishing of labor, materials and equipment by others. Said
indemnification and hold harmless shall include the reimbursement of all actual
attorney's fees and all costs and expenses of every nature, and shall be to the
fullest extent permitted by law.

The undersigned hereby irrevocably waives and releases any and all liens and
right of lien on such real property and other property of the Owner for labor or
materials, or both labor and materials, or rental equipment, appliances or
tools, performed or furnished by the undersigned, and anyone claiming by,
through, or under the undersigned, in connection with the Project.



The undersigned hereby releases, remises and discharges the Owner, any agent of
the Owner and their respective predecessors, successors, assigns, employees,
officers, shareholders, directors, and principals, whether disclosed or
undisclosed (collectively "Releasees") from and against any and all claims,
losses, damages, actions and causes of action (collectively "Claims") which the
undersigned and anyone claiming by, through or under the undersigned has or may
have against the Releasees, including, without limitation, any claims arising in
connection with the Contract and the work performed thereunder.

Notwithstanding anything to the contrary herein, payment to the undersigned of
the Final Payment Due sum as set forth above, shall not constitute a waiver by
the Owner of any of its rights under the contract including by way of
illustration but not by way of limitation guarantees and/or warranties. Payment
will not be made until a signed waiver is returned to Owner.

The undersigned individual represents and warrants that he/she is the duly
authorized representative of the undersigned, empowered and authorized to
execute and deliver this document on behalf of the undersigned.



Signed under the penalties of perjury as a sealed instrument as of this __ day
of ___________________, _______.

_________________________ Corporation


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------
       Hereunto duly authorized

                          COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK

     On this __ day of ___________________, 20__, before me, the undersigned
notary public, personally appeared ________________________, proved to me
through satisfactory evidence of identification, to be the person whose name is
signed on the preceding or attached document, and acknowledged to me that he/she
signed it as _____________________ for __________________________, a
corporation/partnership voluntarily for its stated purpose.


- -------------------------------------
NOTARY PUBLIC
My Commission Expires:



                                    EXHIBIT E

                            TENANT'S SCHEMATIC PLANS
                                 (see attached)

                      [IMAGE OF TENANT'S SCHEMATIC PLANS]

EX-10.17

          Confidential materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

                                                                   EXHIBIT 10.17

                           LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of February
27, 2003, between SILICON VALLEY BANK, a California chartered bank, with its
principal place of business at 3003 Tasman Drive, Santa Clara, California 95054
and with a loan production office located at One Newton Executive Park, Suite
200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under
the name "Silicon Valley East" ("Bank") and ROVING SOFTWARE INCORPORATED, a
Delaware corporation ("Borrower"), provides the terms on which Bank shall lend
to Borrower and Borrower shall repay Bank. The parties agree as follows:

     1. ACCOUNTING AND OTHER TERMS

     Accounting terms not defined in this Agreement shall be construed following
GAAP. Calculations and determinations must be made following GAAP. The term
"financial statements" includes the notes and schedules. The terms "including"
and "includes" always mean "including (or includes) without limitation," in this
or any Loan Document. Capitalized terms in this Agreement shall have the
meanings set forth in Section 13.

     2. LOAN AND TERMS OF PAYMENT

          2.1 PROMISE TO PAY. Borrower hereby unconditionally promises to pay
Bank the unpaid principal amount of all Credit Extensions and interest on the
unpaid principal amount of the Credit Extensions as and when due in accordance
with this Agreement

               2.1.1 EQUIPMENT ADVANCES.

                    (a) Availability. From (i) the Closing Date through June 30,
2003 (the "Equipment Availability End Date No. 1"), Bank shall make advances
("Equipment Advance" and, collectively, "Equipment Advances") not exceeding the
Equipment Line, and from (ii) July 1, 2003 through December 31, 2003 (the
"Equipment Availability End Date No. 2"), bank shall make Equipment Advances
upon Borrower' request, not to exceed the amount of the Equipment Line (in the
aggregate, including the original principal amount of all Equipment Advances
made hereunder). The Equipment Advances may only be used to finance Eligible
Equipment purchased on or after 90 days before the date of each Equipment
Advance and no Equipment Advances may exceed 100 % of the equipment invoice
excluding taxes, shipping, warranty charges, freight discounts and installation
expense relating to such Equipment, unless such costs constitute Other
Equipment. After repayment, Equipment Advances may not be reborrowed.

                    (b) Interest Rate. Interest accrues from the date of each
Equipment Advance at the rate in Section 2.2(a) and is payable monthly.

                    (c) Repayment. Equipment Advances outstanding on each
Equipment Availability End Date are payable in (a) thirty (30) consecutive equal
monthly installments of principal, plus, (b) monthly payments of accrued
interest, beginning on the Payment Date of each month following the Equipment
Availability End Date.


                                       1



                    (d) To obtain an Equipment Advance, Borrower must notify
Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern
time one (1) Business Day before the day on which the Equipment Advance is to be
made. The notice in the form of EXHIBIT B (Payment/Advance Form) must be signed
by a Responsible Officer or designee and include a copy of the invoice for the
Equipment being financed.

               2.1.2 UNDISBURSED CREDIT EXTENSIONS. The Bank's obligation to
lend the undisbursed portion of the Obligations shall terminate if, in Bank's
sole discretion, there has been a material adverse change in the general
affairs, management, results of operation, condition (financial or otherwise) or
the prospect of repayment of the Obligations, or there has been any material
adverse deviation by Borrower from the most recent business plan of Borrower
presented to and accepted by Bank prior to the execution of this Agreement.

          2.2 INTEREST RATE; PAYMENTS.

               (a) Interest Rate. The principal amounts outstanding under the
Equipment Line shall accrue interest at a per annum rate equal to the aggregate
of the Bank's Prime Rate, and two percent (2.0%). After an Event Default,
Obligations shall bear interest at five percent (5.0%) above the rate effective
immediately before the Event of Default. The applicable interest rate hereunder
shall increase or decrease when the Prime Rate changes. Interest is computed on
the basis of a 360 day year for the actual number of days elapsed.

               (b) Payments. Interest is payable on the Payment Date of each
month. Payments received after 12:00 noon Eastern time are considered received
at the opening of business on the next Business Day. When a payment is due on a
day that is not a Business Day, the payment is due the next Business Day and
additional fees or interest, as applicable, shall continue to accrue. The
Borrower may pay without penalty all or a portion of the Equipment Line owed
earlier than it is due.

               (c) Debit of Accounts. Bank may debit any of Borrower's deposit
accounts including Account Number ____________ for principal and interest
payments or any amounts Borrower owes Bank. Bank shall promptly notify Borrower
when it debits Borrower's accounts. These debits are not a set-off.

          2.3 FEES. Borrower shall pay to Bank:

               (a) Equipment Line Facility Fee. A fully earned, non-refundable
facility fee of One Thousand Seven Hundred Fifty Dollars ($1,750.00) due on the
Closing Date; and

               (b) Bank Expenses. All Bank Expenses (including reasonable
attorneys' fees and expenses incurred through and after the Closing Date) when
due.

     3. CONDITIONS OF LOANS

          3.1 CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION. The Bank's
obligation to make the initial Credit Extension is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to
Bank, the following:


                                       2



               (a) this Agreement;

               (b) a certificate of the Secretary of Borrower with respect to
articles, bylaws, incumbency and resolutions authorizing the execution and
delivery of this Agreement;

               (c) Perfection Certificate (s) by Borrower;

               (d) Loan Modification Agreement;

               (e) Bailee/Warehouse Waiver;

               (f) financing statements (Forms UCC-1);

               (g) insurance certificate;

               (h) payment of the fees and Bank Expenses then due specified in
Section 2.4 hereof;

               (i) Certificate of Foreign Qualification (if applicable);

               (j) Certificate of Good Standing/Legal Existence; and

               (k) such other documents, and completion of such other matters,
as Bank may reasonably deem necessary or appropriate.

          3.2 CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS. Bank's obligations
to make each Credit Extension, including the initial Credit Extension, is
subject to the following:

               (a) timely receipt of any Payment/Advance Form; and

               (b) the representations and warranties in Section 5 shall be
materially true on the date of the Payment/Advance Form and on the effective
date of each Credit Extension and no Event of Default shall have occurred and be
continuing, or result from the Credit Extension. Each Credit Extension is
Borrower's representation and warranty on that date that the representations and
warranties in Section 5 remain true.

     4. CREATION OF SECURITY INTEREST

          4.1 GRANT OF SECURITY INTEREST. Borrower hereby grants Bank, to secure
the payment and performance in full of all of the Obligations and the
performance of each of Borrower's duties under the Loan Documents, a continuing
security interest in, and pledges and assigns to the Bank, the Collateral,
wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof. Borrower warrants and represents that the
security interest granted herein shall be a first priority security interest in
the Collateral. Bank may place a "hold" on any deposit account pledged as
Collateral.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor
is bound by, any license or other agreement with respect to which the Borrower
is the licensee that prohibits or otherwise restricts Borrower from granting a
security interest in Borrower's interest in such


                                       3



license or agreement or any other property. Without prior consent from Bank,
Borrower shall not enter into, or become bound by, any such license or agreement
which is reasonably likely to have a material impact on Borrower's business or
financial condition. Borrower shall take such steps as Bank requests to obtain
the consent of, or waiver by, any person whose consent or waiver is necessary
for all such licenses or contract rights to be deemed "Collateral" and for Bank
to have a security interest in it that might otherwise be restricted or
prohibited by law or by the terms of any such license or agreement, whether now
existing or entered into in the future.

If the Agreement is terminated, Bank's lien and security interest in the
Collateral shall continue until Borrower fully satisfies its Obligations. If
Borrower shall at any time, acquire a commercial tort claim, Borrower shall
promptly notify Bank in a writing signed by Borrower of the brief details
thereof and grant to Bank in such writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance satisfactory to Bank.

          4.2 AUTHORIZATION TO FILE FINANCING STATEMENTS. Borrower hereby
authorizes Bank to file financing statements, without notice to Borrower, with
all appropriate jurisdictions in order to perfect or protect Bank's interest or
rights hereunder, including a notice that any disposition of the Collateral, by
either the Borrower or any other Person, shall be deemed to violate the rights
of the Bank under the Code.

     5. REPRESENTATIONS AND WARRANTIES

          Borrower represents and warrants as follows:

          5.1 DUE ORGANIZATION AND AUTHORIZATION. Borrower and each Subsidiary
is duly existing and in good standing in its state of formation and qualified
and licensed to do business in, and in good standing in, any state in which the
conduct of its business or its ownership of property requires that it be
qualified except where the failure to do so could not reasonably be expected to
cause a Material Adverse Change. In connection with this Agreement, the Borrower
delivered to the Bank a certificate signed by the Borrower and entitled
"Perfection Certificate". The Borrower represents and warrants to the Bank that:
(a) the Borrower's exact legal name is that indicated on the Perfection
Certificate and on the signature page hereof; and (b) the Borrower is an
organization of the type, and is organized in the jurisdiction, set forth in the
Perfection Certificate; and (c) the Perfection Certificate accurately sets forth
the Borrower's organizational identification number or accurately states that
the Borrower has none; and (d) the Perfection Certificate accurately sets forth
the Borrower's place of business, or, if more than one, its chief executive
office as well as the Borrower's mailing address if different, and (e) all other
information set forth on the Perfection Certificate pertaining to the Borrower
is accurate and complete. If the Borrower does not now have an organizational
identification number, but later obtains one, Borrower shall forthwith notify
the Bank of such organizational identification number.

          The execution, delivery and performance of the Loan Documents have
been duly authorized, and do not conflict with Borrower's organizational
documents, nor constitute an event of default under any material agreement by
which Borrower is bound. Borrower is not in


                                       4



default under any agreement to which or by which it is bound in which the
default could reasonably be expected to cause a Material Adverse Change.

          5.2 COLLATERAL. Borrower has good title to the Collateral, free of
Liens except Permitted Liens. Borrower has no deposit account, other than the
deposit accounts with Bank and deposit accounts described in the Perfection
Certificate delivered to the Bank in connection herewith. The Accounts are bona
fide, existing obligations, and the service or property has been performed or
delivered to the account debtor or its agent for immediate shipment to and
unconditional acceptance by the account debtor. Except as set forth in the
Perfection Certificate, the Collateral is not in the possession of any third
party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in
writing by Borrower, none of the components of the Collateral shall be
maintained at locations other than as provided in the Perfection Certificate. In
the event that Borrower, after the date hereof, intends to store or otherwise
deliver any portion of the Collateral to a bailee, then Borrower will first
receive the written consent of Bank and such bailee must acknowledge in writing
that the bailee is holding such Collateral for the benefit of Bank. All
Inventory is in all material respects of good and marketable quality, free from
material defects. Borrower is the sole owner of the Intellectual Property,
except for non-exclusive licenses granted to its customers in the ordinary
course of business. Each Patent is valid and enforceable and no part of the
Intellectual Property has been judged invalid or unenforceable, in whole or in
part, and no claim has been made that any part of the Intellectual Property
violates the rights of any third party except to the extent such claim could not
reasonably be expected to cause a Material Adverse Change.

          5.3 LITIGATION. Except as shown in the Perfection Certificate, there
are no actions or proceedings pending or, to the knowledge of Borrower's
Responsible Officers or legal counsel, threatened by or against Borrower or any
Subsidiary in which an adverse decision could reasonably be expected to cause a
Material Adverse Change.

          5.4 NO MATERIAL DEVIATION IN FINANCIAL STATEMENTS. All consolidated
financial statements for Borrower and any Subsidiary delivered to Bank fairly
present in all material respects Borrower's consolidated financial condition and
Borrower's consolidated results of operations. There has not been any material
deterioration in Borrower's consolidated financial condition since the date of
the most recent financial statements submitted to Bank.

          5.5 SOLVENCY. The fair salable value of Borrower's assets (including
goodwill minus disposition costs) exceeds the fair value of its liabilities; the
Borrower is not left with unreasonably small capital after the transactions in
this Agreement; and Borrower is able to pay its debts (including trade debts) as
they mature.

          5.6 REGULATORY COMPLIANCE. Borrower is not an "investment company" or
a company "controlled" by an "investment company" under the Investment Company
Act. Borrower is not engaged as one of its important activities in extending
credit for margin stock (under Regulations T and U of the Federal Reserve Board
of Governors). Borrower has complied in all material respects with the Federal
Fair Labor Standards Act. Borrower has not violated any laws, ordinances or
rules, the violation of which could reasonably be expected to cause a Material
Adverse Change. None of Borrower's or any Subsidiary's properties or assets has
been used by Borrower or any Subsidiary or, to the best of Borrower's knowledge,
by


                                       5



previous Persons, in disposing, producing, storing, treating, or transporting
any hazardous substance other than legally. Borrower and each Subsidiary has
timely filed all required tax returns and paid, or made adequate provision to
pay, all material taxes, except those being contested in good faith with
adequate reserves under GAAP. Borrower and each Subsidiary has obtained all
consents, approvals and authorizations of, made all declarations or filings
with, and given all notices to, all government authorities that are necessary to
continue its business as currently conducted except where the failure to make
such declarations, notices or filings would not reasonably be expected to cause
a Material Adverse Change.

          5.7 SUBSIDIARIES. Borrower does not own any stock, partnership
interest or other equity securities except for Permitted Investments.

          5.8 FULL DISCLOSURE. No written representation, warranty or other
statement of Borrower in any certificate or written statement given to Bank
taken together with all such written certificates and written statements given
to Bank contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained in the certificates or
statements not misleading (it being recognized by Bank that the projections and
forecasts provided by Borrower in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period or
periods covered by such projections and forecasts may differ from the projected
or forecasted results).

     6. AFFIRMATIVE COVENANTS

          Borrower shall do all of the following:

          6.1 GOVERNMENT COMPLIANCE. Borrower shall maintain its and all
Subsidiaries' legal existence and good standing in its jurisdiction of formation
and maintain qualification in each jurisdiction in which the failure to so
qualify would reasonably be expected to have a material adverse effect on
Borrower's business or operations. Borrower shall comply, and have each
Subsidiary comply, with all laws, ordinances and regulations to which it is
subject, noncompliance with which could have a material adverse effect on
Borrower's business or operations or would reasonably be expected to cause a
Material Adverse Change.

          6.2 FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.

               (a) Borrower shall deliver to Bank: (i) as soon as available, but
no later than twenty-five (25) days after the last day of each month, a company
prepared consolidated balance sheet and income statement covering Borrower's
consolidated operations during the period certified by a Responsible Officer and
in a form acceptable to Bank; (ii) as soon as available, but no later than one
hundred and fifty (150) days after the last day of Borrower's fiscal year
(except for Borrower's fiscal years ending December 31, 2001 and December 31,
2002, which audited consolidated financial statements shall be due July 31,
2003), audited consolidated financial statements prepared under GAAP,
consistently applied, together with an unqualified opinion on the financial
statements from an independent certified public accounting firm reasonably
acceptable to Bank; (iii) in the event that the Borrower's stock becomes
publicly held, within five (5) days of filing, copies of all statements, reports
and notices made available to Borrower's security holders or to any holders of
Subordinated Debt and all


                                       6



reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange
Commission; (iv) a prompt report of any legal actions pending or threatened
against Borrower or any Subsidiary that could result in damages or costs to
Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000.00) or
more; (v) as soon as available, but not later than forty-five (45) days after
the last of Borrower's fiscal year, Board approved Operating Plan (expressed on
a monthly and quarterly basis); (vi) prompt notice of any material change in the
composition of the Intellectual Property, or the registration of any copyright,
including any subsequent ownership right of Borrower in or to any Copyright,
Patent or Trademark not shown in any intellectual property security agreement
between Borrower and Bank or knowledge of an event that materially adversely
affects the value of the Intellectual Property; and (vii) other financial
information reasonably requested by Bank.

               (b) Borrower shall deliver to Bank with the monthly and annual
financial statements a Compliance Certificate signed by a Responsible Officer in
the form of EXHIBIT C.

          6.3 INVENTORY; RETURNS. Borrower shall keep all Inventory in good and
marketable condition, free from material defects. Returns and allowances between
Borrower and its account debtors shall follow Borrower's customary practices as
they exist at the Closing Date. Borrower must promptly notify Bank of all
returns, recoveries, disputes and claims that involve more than Fifty Thousand
Dollars ($50,000.00).

          6.4 TAXES. Borrower shall make, and cause each Subsidiary to make,
timely payment of all material federal, state, and local taxes or assessments
(other than taxes and assessments which Borrower is contesting in good faith,
with adequate reserves maintained in accordance with GAAP) and will deliver to
Bank, on demand, appropriate certificates attesting to such payments.

          6.5 INSURANCE. Borrower shall keep its business and the Collateral
insured for risks and in amounts, and as Bank may reasonably request. Insurance
policies shall be in a form, with companies, and in amounts that are
satisfactory to Bank. All property policies shall have a lender's loss payable
endorsement showing Bank as an additional loss payee and all liability policies
shall show the Bank as an additional insured and all policies shall provide that
the insurer must give Bank at least twenty (20) days notice before canceling its
policy. At Bank's request, Borrower shall deliver certified copies of policies
and evidence of all premium payments. Proceeds payable under any policy shall,
at Bank's option, be payable to Bank on account of the Obligations.
Notwithstanding the foregoing, so long as no Event of Default has occurred and
is continuing, Borrower shall have the option of applying the proceeds of any
casualty policy up to $25,000.00, in the aggregate, toward the replacement or
repair of destroyed or damaged property; provided that (i) any such replaced or
repaired property (a) shall be of equal or like value as the replaced or
repaired Collateral and (b) shall be deemed Collateral in which Bank has been
granted a first priority security interest and (ii) after the occurrence and
during the continuation of an Event of Default all proceeds payable under such
casualty policy shall, at the option of the Bank, be payable to Bank on account
of the Obligations. If Borrower fails to obtain insurance as required under
Section 6.5 or to pay any amount or furnish any required proof of payment to
third persons and the Bank, Bank may make all or part of such


                                       7



payment or obtain such insurance policies required in Section 6.5, and take any
action under the policies Bank deems prudent

          6.6 ACCOUNTS.

               (a) In order to permit the Bank to monitor the Borrower's
financial performance and condition, Borrower, and all Borrower's Subsidiaries,
shall maintain all of Borrower's, and such Subsidiaries, primary depository,
operating, and securities accounts with Bank.

               (b) Borrower shall identify to Bank, in writing, any bank or
securities account opened by Borrower with any institution other than Bank. In
addition, for each such account that the Borrower at any time opens or
maintains, Borrower shall, at the Bank's request and option, pursuant to an
agreement in form and substance acceptable to the Bank, cause the depository
bank or securities intermediary to agree that such account is the collateral of
the Bank pursuant to the terms hereunder. The provisions of the previous
sentence shall not apply to deposit accounts exclusively used for payroll,
payroll taxes and other employee wage and benefit payments to or for the benefit
of the Borrower's employees.

          6.7 FINANCIAL COVENANTS.

          Borrower shall maintain at all times, to be tested as of the last day
of each month, unless otherwise noted:

               (a) QUICK RATIO. A ratio of Quick Assets to Current Liabilities
minus Deferred Revenues of at least 1.75 to 1.0.

               (b) TANGIBLE NET WORTH. Borrower shall maintain, to be tested as
of the last day of each calendar quarter, a Tangible Net Worth of not less than
One Million Dollars ($1,000,000.00).

          6.8 FURTHER ASSURANCES. Borrower shall execute any further instruments
and take further action as Bank reasonably requests to perfect or continue
Bank's security interest in the Collateral or to effect the purposes of this
Agreement.

     7. NEGATIVE COVENANTS

          Borrower shall not do any of the following without the Bank's prior
written consent which shall not be unreasonably withheld.

          7.1 DISPOSITIONS. Convey, sell, lease, transfer or otherwise dispose
of (collectively a "Transfer"), or permit any of its Subsidiaries to Transfer,
all or any part of its business or property, except for Transfers (i) of
Inventory in the ordinary course of business; (ii) of non-exclusive licenses and
similar arrangements for the use of the property of Borrower or its Subsidiaries
in the ordinary course of business; or (iii) of worn-out or obsolete Equipment

          7.2 CHANGES IN BUSINESS OWNERSHIP, MANAGEMENT OR BUSINESS LOCATIONS.
Engage in or permit any of its Subsidiaries to engage in any business other than
the businesses


                                       8



currently engaged in by Borrower or reasonably related thereto, or have a
material change in its ownership (other than by the sale of Borrower's equity
securities in a public offering or to venture capital investors so long as
Borrower identifies to Bank the venture capital investors prior to the closing
of the investment), or management. Borrower shall not, without at least thirty
(30) days prior written notice to Bank: (i) relocate its chief executive office,
or add any new offices or business locations, including warehouses (unless such
new offices or business locations contain less than Five Thousand Dollars
($5,000.00) in Borrower's assets or property), or (ii) change its jurisdiction
of organization, or (iii) change its organizational structure or type, or (iv)
change its legal name, or (v) change any organizational number (if any) assigned
by its jurisdiction of organization.

          7.3 MERGERS OR ACQUISITIONS. Merge or consolidate, or permit any of
its Subsidiaries to merge or consolidate, with any other Person, or acquire, or
permit any of its Subsidiaries to acquire, all or substantially all of the
capital stock or property of another Person. A Subsidiary may merge or
consolidate into another Subsidiary or into Borrower.

          7.4 INDEBTEDNESS. Create, incur, assume, or be liable for any
Indebtedness, or permit any Subsidiary to do so, other than Permitted
Indebtedness.

          7.5 ENCUMBRANCE. Create, incur, or allow any Lien on any of its
property, or assign or convey any right to receive income, including the sale of
any Accounts, or permit any of its Subsidiaries to do so, except for Permitted
Liens, or permit any Collateral not to be subject to the first priority security
interest granted herein. Notwithstanding the foregoing, however, the Collateral
may also be subject to Permitted Liens.

          7.6 DISTRIBUTIONS; INVESTMENTS. (i) Directly or indirectly acquire or
own any Person, or make any Investment in any Person, other than Permitted
Investments, or permit any of its Subsidiaries to do so; or (ii) pay any
dividends or make any distribution or payment or redeem, retire or purchase any
capital stock, except for repurchases of stock from former employees or
directors of Borrower under the terms of applicable repurchase agreements in an
aggregate amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00)
in the aggregate in any fiscal year, provided that no Event of Default has
occurred, is continuing or would exist after giving effect to the repurchases.

          7.7 TRANSACTIONS WITH AFFILIATES. Directly or indirectly enter into or
permit to exist any material transaction with any Affiliate of Borrower, except
for transactions that are in the ordinary course of Borrower's business, upon
fair and reasonable terms that are no less favorable to Borrower than would be
obtained in an arm's length transaction with a non-affiliated Person or in
connection with any investment by any one or more Affiliates that are venture
capital investors so long as Borrower identifies such Affiliate venture capital
investors to the Bank prior to the closing of the investment

          7.8 SUBORDINATED DEBT. Make or permit any payment on any Subordinated
Debt, except under the terms of the Subordinated Debt, or amend any provision in
any document relating to the Subordinated Debt, without Bank's prior written
consent.


                                       9



          7.9 COMPLIANCE. Become an "investment company" or a company controlled
by an "investment company", under the Investment Company Act of 1940 or
undertake as one of its important activities extending credit to purchase or
carry margin stock, or use the proceeds of any Credit Extension for that
purpose; fail to meet the minimum funding requirements of ERISA, permit a
Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail
to comply with the Federal Fair Labor Standards Act or violate any other law or
regulation, if the violation could reasonably be expected to have a material
adverse effect on Borrower's business or operations or would reasonably be
expected to cause a Material Adverse Change, or permit any of its Subsidiaries
to do so.

     8. EVENTS OF DEFAULT

          Any one of the following is an Event of Default:

          8.1 PAYMENT DEFAULT. Borrower fails to pay any of the Obligations
within three (3) days after their due date. During the additional period the
failure to cure the default is not an Event of Default (but Bank shall not be
obligated to make Credit Extensions during the cure period);

          8.2 COVENANT DEFAULT. Borrower fails or neglects to perform any
obligation in Section 6 or violates any covenant in Section 7 or fails or
neglects to perform, keep, or observe any other material term, provision,
condition, covenant or agreement contained in this Agreement, any Loan
Documents, or in any present or future agreement between Borrower and Bank and
as to any default under such other material term, provision, condition, covenant
or agreement that can be cured, has failed to cure the default within ten (10)
days after the occurrence thereof; provided, however, that if the default cannot
by its nature be cured within the ten (10) day period or cannot after diligent
attempts by Borrower be cured within such ten (10) day period, and such default
is likely to be cured within a reasonable time, then Borrower shall have an
additional period (which shall not in any case exceed thirty (30) days) to
attempt to cure such default, and within such reasonable time period the failure
to cure the default shall not be deemed an Event of Default (but Bank shall not
be obligated to make Credit Extensions during such cure period). Grace periods
provided under this section shall not apply, among other things, to financial
covenants or any other covenants that are required to be satisfied, completed or
tested by a date certain.

          8.3 MATERIAL ADVERSE CHANGE. A Material Adverse Change occurs;

          8.4 ATTACHMENT. (i) Any material portion of Borrower's assets is
attached, seized, levied on, or comes into possession of a trustee or receiver
and the attachment, seizure or levy is not removed in ten (10) days; (ii) the
service of process upon the Borrower seeking to attach, by trustee or similar
process, any funds of the Borrower on deposit with the Bank; (iii) Borrower is
enjoined, restrained, or prevented by court order from conducting a material
part of its business; (iv) a judgment or other claim becomes a Lien on a
material portion of Borrower's assets; or (v) a notice of lien, levy, or
assessment is filed against any of Borrower's assets by any government agency
and not paid within ten (10) days after Borrower receives notice. These are not
Events of Default if stayed or if a bond is posted pending contest by Borrower
(but Bank shall not be obligated to make Credit Extensions during the cure
period);


                                       10



          8.5 INSOLVENCY. (i) Borrower becomes insolvent; (ii) Borrower begins
an Insolvency Proceeding; or (iii) an Insolvency Proceeding is begun against
Borrower and not dismissed or stayed within thirty (30) days (but Bank shall not
be obligated to make Credit Extensions before any Insolvency Proceeding is
dismissed);

          8.6 OTHER AGREEMENTS. If there is a default in any agreement to which
Borrower is a party with a third party or parties resulting in a right by such
third party or parties, whether or not exercised, to accelerate the maturity of
any Indebtedness in an amount in excess of One Hundred Thousand Dollars
($100,000) or that could result in a Material Adverse Change;

          8.7 JUDGMENTS. If a judgment or judgments for the payment of money in
an amount, individually or in the aggregate, of at least Two Hundred Thousand
Dollars ($200,000) shall be rendered against Borrower and shall remain
unsatisfied and unstayed for a period of ten (10) days (provided that Bank shall
not be obligated to make Credit Extensions prior to the satisfaction or stay of
such judgment);

          8.8 MISREPRESENTATIONS. If Borrower or any Person acting for Borrower
makes any material misrepresentation or material misstatement now or later in
any warranty or representation in this Agreement or in any writing delivered to
Bank or to induce Bank to enter this Agreement or any Loan Document.

     9. BANK'S RIGHTS AND REMEDIES

          9.1 RIGHTS AND REMEDIES. When an Event of Default occurs and continues
Bank may, without notice or demand, do any or all of the following:

               (a) Declare all Obligations immediately due and payable (but if
an Event of Default described in Section 8.5 occurs all Obligations are
immediately due and payable without any action by Bank);

               (b) Stop advancing money or extending credit for Borrower's
benefit under this Agreement or under any other agreement between Borrower and
Bank;

               (c) Settle or adjust disputes and claims directly with account
debtors for amounts, on terms and in any order that Bank considers advisable and
notify any Person owing Borrower money of Bank's security interest in such funds
and verify the amount of such account. Borrower shall collect all payments in
trust for Bank and, if requested by Bank, immediately deliver the payments to
Bank in the form received from the account debtor, with proper endorsements for
deposit;

               (d) Make any payments and do any acts it considers necessary or
reasonable to protect its security interest in the Collateral. Borrower shall
assemble the Collateral if Bank requests and make it available as Bank
designates. Bank may enter premises where the Collateral is located, take and
maintain possession of any part of the Collateral, and pay, purchase, contest,
or compromise any Lien which appears to be prior or superior to its security
interest and pay all expenses incurred. Borrower grants Bank a license to enter
and occupy any of its premises, without charge, to exercise any of Bank's rights
or remedies;


                                       11



               (e) Apply to the Obligations any (i) balances and deposits of
Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or
the account of Borrower;

               (f) Ship, reclaim, recover, store, finish, maintain, repair,
prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby
granted a non-exclusive, royalty-free license or other right to use, without
charge, Borrower's labels, patents, copyrights, mask works, rights of use of any
name, trade secrets, trade names, trademarks, service marks, and advertising
matter, or any similar property as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral and, in
connection with Bank's exercise of its rights under this Section, Borrower's
rights under all licenses and all franchise agreements inure to Bank's benefit;
and

               (g) Dispose of the Collateral according to the Code.

          9.2 POWER OF ATTORNEY. Borrower hereby irrevocably appoints Bank as
its lawful attorney-in-fact, to be effective only upon the occurrence and during
the continuance of an Event of Default to: (i) endorse Borrower's name on any
checks or other forms of payment or security; (ii) sign Borrower's name on any
invoice or bill of lading for any Account or drafts against account debtors;
(iii) settle and adjust disputes and claims about the Accounts directly with
account debtors, for amounts and on terms Bank determines reasonable; (iv) make,
settle, and adjust all claims under Borrower's insurance policies; and
(v) transfer the Collateral into the name of Bank or a third party as the Code
permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign
Borrower's name on any documents necessary to perfect or continue the perfection
of any security interest regardless of whether an Event of Default has occurred
until all Obligations have been satisfied in full and Bank is under no further
obligation to make Credit Extensions hereunder. Bank's foregoing appointment as
Borrower's attorney in fact, and all of Bank's rights and powers, coupled with
an interest, are irrevocable until all Obligations have been fully repaid and
performed and Bank's obligation to provide Credit Extensions terminates.

          9.3 ACCOUNTS NOTIFICATION/COLLECTION. In the event that an Event of
Default occurs and is continuing, Bank may notify any Person owing Borrower
money of Bank's security interest in the funds and verify and/or collect the
amount of the Account. After the occurrence and during the continuance of an
Event of Default, any amounts received by Borrower shall be held in trust by
Borrower for Bank, and, if requested by Bank, Borrower shall immediately deliver
such receipts to Bank in the form received from the account debtor, with proper
endorsements for deposit.

          9.4 BANK EXPENSES. Any amounts paid by Bank as provided herein are
Bank Expenses and are immediately due and payable, and shall bear interest at
the then applicable rate and be secured by the Collateral. No payments by Bank
shall be deemed an agreement to make similar payments in the future or Bank's
waiver of any Event of Default.

          9.5 BANK'S LIABILITY FOR COLLATERAL. So long as the Bank complies with
reasonable banking practices regarding the safekeeping of Collateral and Section
9-207 of the Code, to the extent applicable, the Bank shall not be liable or
responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage
to the Collateral; (c) any diminution in the value of the


                                       12



Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or
other person. Borrower bears all risk of loss, damage or destruction of the
Collateral.

          9.6 REMEDIES CUMULATIVE. Bank's rights and remedies under this
Agreement, the Loan Documents, and all other agreements are cumulative. Bank has
all rights and remedies provided under the Code, by law, or in equity. Bank's
exercise of one right or remedy is not an election, and Bank's waiver of any
Event of Default is not a continuing waiver. Bank's delay is not a waiver,
election, or acquiescence. No waiver hereunder shall be effective unless signed
by Bank and then is only effective for the specific instance and purpose for
which it was given.

          9.7 DEMAND WAIVER. Borrower waives demand, notice of default or
dishonor, notice of payment and nonpayment notice of any default,t nonpayment at
maturity, release, compromise, settlement extension, or renewal of accounts,
documents, instruments, chattel paper, and guarantees held by Bank on which
Borrower is liable.

     10. NOTICES

     All notices or demands by any party to this Agreement or any other related
agreement must be in writing and be personally delivered or sent by an overnight
delivery service, by certified mail, postage prepaid, return receipt requested,
or by telefacsimile at the addresses listed below. Either Bank or Borrower may
change its notice address by giving the other written notice.

          If to Borrower: Roving Software Incorporated
                          1601 Trapelo Road, Suite 246
                          Waltham, Massachusetts 02451
                          Attn: Ms. Gail F. Goodman
                          FAX: (781) 444-6155

          If to Bank:     Silicon Valley Bank
                          One Newton Executive Park, Suite 200
                          2221 Washington Street
                          Newton, Massachusetts 02462
                          Attn: Ms. Pamela Aldsworth
                          Fax: (617) 969-4395

          with a copy to: Riemer & Braunstein LLP
                          Three Center Plaza
                          Boston, Massachusetts 02108
                          Attn: David A. Ephraim, Esquire
                          FAX: (617) 880-3456

     11. CHOICE OF LAW. VENUE AND JURY TRIAL WAIVER

     Massachusetts law governs the Loan Documents without regard to principles
of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction
of the State and Federal courts in Massachusetts; provided, however, that if for
any reason Bank cannot avail itself of


                                       13



such courts in the Commonwealth of Massachusetts, Borrower accepts jurisdiction
of the courts and venue in Santa Clara County, California. NOTWITHSTANDING THE
FOREGOING, THE BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING
AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION
WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE EN ORDER TO REALIZE ON THE
COLLATERAL OR TO OTHERWISE ENFORCE THE BANK'S RIGHTS AGAINST THE BORROWER OR ITS
PROPERTY.

BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY
CONTEMPLATED TRANSACTION INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS
AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

     12. GENERAL PROVISIONS

          12.1 SUCCESSORS AND ASSIGNS. This Agreement binds and is for the
benefit of the successors and permitted assigns of each party. Borrower may not
assign this Agreement or any rights or Obligations under it without Bank's prior
written consent which may be granted or withheld in Bank's discretion. Bank has
the right, without the consent of or notice to Borrower, to sell, transfer,
negotiate, or grant participation in all or any part of, or any interest in,
Bank's obligations, rights and benefits under this Agreement, the Loan Documents
or any related agreement.

          12.2 INDEMNIFICATION. Borrower hereby indemnifies, defends and holds
the Bank and its officers, employees and agents against: (a) all obligations,
demands, claims, and liabilities asserted by any other party in connection with
the transactions contemplated by the Loan Documents; and (b) all losses or Bank
Expenses incurred, or paid by Bank from, following, or consequential to
transactions between Bank and Borrower (including reasonable attorneys' fees and
expenses), except for losses caused by Bank's gross negligence or willful
misconduct.

          12.3 RIGHT OF SET-OFF. Borrower and any guarantor hereby grant to
Bank, a lien, security interest and right of setoff as security for all
Obligations to Bank, whether now existing or hereafter arising upon and against
all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Bank or any entity under the
control of the Bank (including a Bank subsidiary) or in transit to any of them.
At any time after the occurrence and during the continuance of an Event of
Default, without demand or notice, Bank may set off the same or any part thereof
and apply the same to any liability or obligation of Borrower and any guarantor
even though unmatured and regardless of the adequacy of any other collateral
securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE
OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


                                       14



          12.4 TIME OF ESSENCE. Time is of the essence for the performance of
all Obligations in this Agreement.

          12.5 SEVERABILITY OF PROVISION. Each provision of this Agreement is
severable from every other provision in determining the enforceability of any
provision.

          12.6 AMENDMENTS IN WRITING; INTEGRATION. All amendments to this
Agreement must be in writing signed by both Bank and Borrower. This Agreement
and the Loan Documents represent the entire agreement about this subject matter,
and supersede prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the
parties about the subject matter of this Agreement and the Loan Documents merge
into this Agreement and the Loan Documents.

          12.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, are an original, and all taken together, constitute
one Agreement.

          12.8 SURVIVAL. All covenants, representations and warranties made in
this Agreement continue in full force while any Obligations remain outstanding.
The obligation of Borrower in Section 12.2 to indemnify Bank shall survive until
the statute of limitations with respect to such claim or cause of action shall
have run.

          12.9 CONFIDENTIALITY. In handling any confidential information, Bank
shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (i) to Bank's
subsidiaries or affiliates in connection with their business with Borrower; (ii)
to prospective transferees or purchasers of any interest in the Credit
Extensions (provided, however, Bank shall use commercially reasonable efforts in
obtaining such prospective transferee's or purchaser's agreement to the terms of
this provision); (iii) as required by law, regulation, subpoena, or other order,
(iv) as required in connection with Bank's examination or audit; and (v) as Bank
considers appropriate in exercising remedies under this Agreement. Confidential
information does not include information that either: (a) is in the public
domain or in Bank's possession when disclosed to Bank, or becomes part of the
public domain after disclosure to Bank; or (b) is disclosed to Bank by a third
party, if Bank does not know that the third party is prohibited from disclosing
the information.

     13. DEFINITIONS

          13.1 DEFINITIONS. In this Agreement:

          "ACCOUNTS" are all existing and later arising accounts, contract
rights, and other obligations owed Borrower in connection with its sale or lease
of goods (including licensing software and other technology) or provision of
services, all credit insurance, guaranties, other security and all merchandise
returned or reclaimed by Borrower and Borrower's Books relating to any of the
foregoing, as such definition may be amended from time to time according to the
Code.

          "AFFILIATE" is a Person that owns or controls directly or indirectly
the Person, any Person that controls or is controlled by or is under common
control with the Person, and each of


                                       15



that Person's senior executive officers, directors, partners and, for any Person
that is a limited liability company, that Person's managers and members.

          "BANK EXPENSES" are all audit fees and expenses and reasonable costs
or expenses (including reasonable attorneys' fees and expenses) for preparing,
negotiating, administering, defending and enforcing the Loan Documents
(including appeals or Insolvency Proceedings).

          "BORROWER'S BOOKS" are all Borrower's books and records including
ledgers, records regarding Borrower's assets or liabilities, the Collateral,
business operations or financial condition and all computer programs or discs or
any equipment containing the information.

          "BUSINESS DAY" is any day that is not a Saturday, Sunday or a day on
which the Bank is closed.

          "CLOSING DATE" is the date of this Agreement.

          "CODE" is the Uniform Commercial Code as adopted in Massachusetts, as
amended and as may be amended and in effect from time to time.

          "COLLATERAL" is any and all properties, rights and assets of the
Borrower granted by the Borrower to Bank or arising under the Code, now, or in
the future, in which the Borrower obtains an interest, or the power to transfer
rights, including, without limitation, the property described on EXHIBIT A.

          "CONTINGENT OBLIGATION" is, for any Person, any direct or indirect
liability, contingent or not, of that Person for (i) any indebtedness, lease,
dividend, letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed, endorsed, co-made, discounted or sold with
recourse by that Person, or for which that Person is directly or indirectly
liable; (ii) any obligations for undrawn letters of credit for the account of
that Person; and (iii) all obligations from any interest rate, currency or
commodity swap agreement, interest rate cap or collar agreement, or other
agreement or arrangement designated to protect a Person against fluctuation in
interest rates, currency exchange rates or commodity prices; but "Contingent
Obligation" does not include endorsements in the ordinary course of business.
The amount of a Contingent Obligation is the stated or determined amount of the
primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by
the Person in good faith; but the amount may not exceed the maximum of the
obligations under the guarantee or other support arrangement.

          "COPYRIGHTS" are all copyright rights, applications or registrations
and like protections in each work or authorship or derivative work, whether
published or not (whether or not it is a trade secret) now or later existing,
created, acquired or held.

          "CREDIT EXTENSION" is each Equipment Advance or any other extension of
credit by Bank for Borrower's benefit

          "CURRENT ASSETS" are amounts that under GAAP should be included on
that date as current assets on Borrower's consolidated balance sheet.


                                       16



          "CURRENT LIABILITIES" are the aggregate amount of Borrower's Total
Liabilities which mature within one (1) year, which shall include, without
limitation, all obligations and liabilities of Borrower to Bank.

          "DEFERRED REVENUE" is all amounts received in advance of performance
under contracts and not yet recognized as revenue.

          "EQUIPMENT" is all present and future machinery, equipment, tenant
improvements, furniture, fixtures, vehicles, tools, parts and attachments in
which Borrower has any interest.

          "EQUIPMENT ADVANCE" is defined in Section 2.1.1.

          "EQUIPMENT AVAILABILITY END DATE" shall mean each of Equipment
Availability End Date No. 1 and Equipment Availability End Date No. 2.

          "EQUIPMENT AVAILABILITY END DATE NO. 1" is defined in Section
2.1.l(a).

          "EQUIPMENT AVAILABILITY END DATE NO. 2" is defined in Section
2.1.1(a).

          "EQUIPMENT LINE" is an Equipment Advance or Equipment Advances of up
to Three Hundred Fifty Thousand Dollars ($350,000.00).

          "ERISA" is the Employment Retirement Income Security Act of 1974, and
its regulations.

          "EXISTING LOAN" is that certain Loan and Security Agreement dated
December 23, 1999 by and between the Bank and the Borrower, as the same has been
previously amended and may be amended and in effect from time to time.

          "FUNDING DATE" is any date on which an Equipment Advance is made to or
on account of Borrower.

          "GAAP" is generally accepted accounting principles.

          "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred
price of property or services, such as reimbursement and other obligations for
surety bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments, (c) capital lease obligations and (d)
Contingent Obligations.

          "INSOLVENCY PROCEEDING" is any proceeding by or against any Person
under the United States Bankruptcy Code, or any other bankruptcy or insolvency
law, including assignments for the benefit of creditors, compositions,
extensions generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.


                                       17



          "INTELLECTUAL PROPERTY" is

                    (a) Copyrights, Trademarks, Patents, and Mask Works
including amendments, renewals, extensions and all licenses or other rights to
use and all license fees and royalties from the use;

                    (b) Any trade secrets and any Intellectual Property rights
in computer software and computer software products now or later existing,
created, acquired or held;

                    (c) All design rights which may be available to Borrower now
or later created, acquired or held;

                    (d) Any claims for damages (past, present or future) for
infringement of any of the rights above, with the right, but not the obligation,
to sue and collect damages for use or infringement of the intellectual property
rights above.

All proceeds and products of the foregoing, including all insurance, indemnity
or warranty payments.

          "INVENTORY" is present and future inventory in which Borrower has any
interest, including merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products intended for sale or
lease or to be furnished under a contract of service, of every kind and
description now or later owned by or in the custody or possession, actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including insurance proceeds) from the sale or disposition of any of the
foregoing and any documents of title.

          "INVESTMENT" is any beneficial ownership of (including stock,
partnership interest or other securities) any Person, or any loan, advance or
capital contribution to any Person.

          "LIEN" is a mortgage, lien, deed of trust, charge, pledge, security
interest or other encumbrance.

          "LOAN AMOUNT" in respect of each Equipment Advance is the original
principal amount of such Equipment Advance.

          "LOAN DOCUMENTS" are, collectively, this Agreement, any note, or notes
or guaranties executed by Borrower, and any other present or future agreement
between Borrower and/or for the benefit of Bank in connection with this
Agreement, all as amended, extended or restated.

          "MATERIAL ADVERSE CHANGE" is: (i) A material impairment in the
perfection or priority of Bank's security interest in the Collateral or in the
value of such Collateral (other than normal depreciation) that is not covered by
adequate insurance; (ii) a material adverse change in the business, operations,
or condition (financial or otherwise) of the Borrower; or (iii) a material
impairment of the prospect of repayment of any portion of the Obligations; or
(iv) Bank


                                       18



determines, based upon information available to it and in its reasonable
judgment, that there is a reasonable likelihood that Borrower shall fail to
comply with one or more of the financial covenants in Section 6 during the next
succeeding financial reporting period.

          "MASK WORKS" are all mask works or similar rights available for the
protection of semiconductor chips, now owned or later acquired.

          "OBLIGATIONS" arc debts, principal, interest, Bank Expenses and other
amounts Borrower owes Bank now or later under this Agreement, or the Existing
Loan, including letters of credit, cash management services, and foreign
exchange contracts, if any, and including interest accruing after Insolvency
Proceedings begin and debts, liabilities, or obligations of Borrower assigned to
Bank.

          "OTHER EQUIPMENT" is leasehold improvements, intangible property such
as computer software and software licenses, equipment specifically designed or
manufactured for Borrower, other intangible property, limited use property and
other similar property and soft costs approved by the Bank, including sales tax,
freight and installation expenses. Unless otherwise agreed to by Bank, not more
than twenty-five percent (25%) of the proceeds of the Equipment Line shall be
used to finance Other Equipment

          "PAYMENT DATE" is defined in the first calendar day of each month.

          "PATENTS" are patents, patent applications and like protections,
including improvements, divisions, continuations, renewals, reissues, extensions
and continuations-in-part of the same.

          "PERMITTED INDEBTEDNESS" is:

                    (a) Borrower's indebtedness to Bank under this Agreement,
the Loan Documents, or the Existing Loan;

                    (b) Indebtedness existing on the Closing Date and shown on
the Perfection Certificate;

                    (c) Subordinated Debt;

                    (d) Indebtedness to trade creditors incurred in the ordinary
course of business; and

                    (e) Indebtedness secured by Permitted Liens; and

                    (f) Extensions, refinancings, modifications, amendments and
restatements of any items of Permitted Indebtedness (a) through (e) above,
provided that the principal amount thereof is not increased or the terms thereof
are not modified to impose more burdensome terms upon Borrower or its
Subsidiary, as the case may be.


                                       19



          "PERMITTED INVESTMENTS" are:

                    (a) Investments shown on the Perfection Certificate and
existing on the Closing Date; and

                    (b) (i) marketable direct obligations issued or
unconditionally guaranteed by the United States or its agency or any state
maturing within 1 year from its acquisition, (ii) commercial paper maturing no
more than 1 year after its creation and having the highest rating from either
Standard & Poor's Corporation or Moody's Investors Service, Inc., (iii) Bank's
certificates of deposit issued maturing no more than 1 year after issue, (iv)
any other investments administered through the Bank.

          "PERMITTED LIENS" are:

                    (a) Liens existing on the Closing Date and shown on the
Perfection Certificate or arising under this Agreement, other Loan Documents, or
the Existing Loan;

                    (b) Liens for taxes, fees, assessments or other government
charges or levies, either not delinquent or being contested in good faith and
for which Borrower maintains adequate reserves on its Books, if they have no
priority over any of Bank's security interests;

                    (c) Leases or subleases and non-exclusive licenses or
sublicenses granted in the ordinary course of Borrower's business, if the
leases, subleases, licenses and sublicenses permit granting Bank a security
interest;

                    (d) Purchase money Liens in an amount not to exceed Fifty
Thousand Dollars ($50,000.00) in the aggregate, during any fiscal year: (i) on
Equipment acquired or held by Borrower incurred for financing the acquisition of
the Equipment, or (ii) existing on equipment when acquired, if the Lien is
confined to the property and improvements and the proceeds of the equipment; and

                    (e) Liens incurred in the extension, renewal or refinancing
of the indebtedness secured by Liens described in (a) through (d), but any
extension, renewal or replacement Lien must be limited to the property
encumbered by the existing Lien and the principal amount of the indebtedness may
not increase.

          "PERSON" is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

          "PRIME RATE" is Bank's most recently announced "prime rate," even if
it is not Bank's lowest rate, except that at no time under this Agreement shall
the Prime Rate be less than four and one-quarter percent (4.25%). Except as
otherwise provided elsewhere herein, any Credit Extension made hereunder based
on the Bank's Prime Rate shall increase or decrease with the changes in the
Bank's Prime Rate.


                                       20



          "QUICK ASSETS" is, on any date, the Borrower's consolidated,
unrestricted cash, cash equivalents, net billed accounts receivable and
investments with maturities of fewer than 12 months determined according to
GAAP.

          "RESPONSIBLE OFFICER" is each of the Chief Executive Officer,
President, Chief Financial Officer and Controller of Borrower.

          "SUBORDINATED DEBT" is debt incurred by Borrower subordinated to
Borrower's debt to Bank (pursuant to a subordination agreement entered into
between the Bank, the Borrower and the subordinated creditor), on terms
acceptable to Bank.

          "SUBSIDIARY" is any Person, corporation, partnership, limited
liability company, joint venture, or any other business entity of which more
than 50% of the voting stock or other equity interests is owned or controlled,
directly or indirectly, by the Person or one or more Affiliates of the Person.

          "TANGIBLE NET WORTH" is, on any date, the consolidated total assets of
Borrower and its Subsidiaries minus (i) any amounts attributable to (a)
goodwill, (b) intangible items including unamortized debt discount and expense,
patents, trade and service marks and names, copyrights and research and
development expenses except prepaid expenses, and (c) reserves not already
deducted from assets, and (ii) Total Liabilities.

          "TOTAL LIABILITIES" is on any day, obligations that should, under
GAAP, be classified as liabilities on Borrower's consolidated balance sheet,
including all Indebtedness, and current portion of Subordinated Debt permitted
by Bank to be paid by Borrower, but excluding all other Subordinated Debt.

          "TRADEMARKS" are trademark and service mark rights, registered or not,
applications to register and registrations and like protections, and the entire
goodwill of the business of Assignor connected with the trademarks.

                                       21



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as a sealed instrument under the laws of the Commonwealth of
Massachusetts as of the date first above written.

BORROWER:

ROVING SOFTWARE INCORPORATED


By: /s/ Gail F. Goodman
    ---------------------------------
Name: Gail F. Goodman
Title: CEO



BANK:

SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST


By: /s/ Michael J. Tromack
    ---------------------------------
Name: Michael J. Tromack
Title Vice President


SILICON VALLEY BANK


By: /s/ Michelle Giannini
    ---------------------------------
Name: Michelle Giannini
Title: AVP
       (Signed in Santa Clara County,
       California)


                                       22




                                    EXHIBIT A

     The Collateral consists of all of Borrower's right, title and interest in
and to the following:

     All goods, equipment, inventory, contract rights or rights to payment of
money, leases, license agreements, franchise agreements, general intangibles
(including payment intangibles), accounts (including health-care receivables),
documents, instruments (including any promissory notes), chattel paper (whether
tangible or electronic), cash, deposit accounts, fixtures, letters of credit
rights (whether or not the letter of credit is evidenced by a writing),
commercial tort claims, securities, and all other investment property,
supporting obligations, and financial assets, whether now owned or hereafter
acquired, wherever located; and

     Any copyright rights, copyright applications, copyright registrations and
like protections in each work of authorship and derivative work, whether
published or unpublished, now owned or later acquired; any patents, trademarks,
service marks and applications therefor; trade styles, trade names, any trade
secret rights, including any rights to unpatented inventions, know-how,
operating manuals, license rights and agreements and confidential information,
now owned or hereafter acquired; or any claims for damages by way of any past,
present and future infringement of any of the foregoing; and

     All Borrower's books relating to the foregoing and any and all claims,
rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements,
products, proceeds and insurance proceeds of any or all of the foregoing.


                                       23



                                    EXHIBIT B

                        LOAN PAYMENT/ADVANCE REQUEST FORM
                 DEADLINE FOR SAME DAY PROCESSING IS 3:00 E.S.T.

Fax To: (617)969-5965                                     Date: ________________

LOAN PAYMENT:

                     Sample documents Client Name (Borrower)

From Account # ______________________   To Account # ___________________________
                (Deposit Account #)                        (Loan Account #)

Principal $____________________________ and/or Interest $_______________________

All Borrower's representation and warranties in the Loan and Security Agreement
are true, correct and complete in all material respects on the date of the
telephone transfer request for an advance, but those representations and
warranties expressly referring to another date shall be true, correct and
complete in all material respects as of such date:


Authorized Signature:                   Phone Number
                      ---------------                ---------------------------

LOAN ADVANCE:

COMPLETE OUTGOING WIRE REQUEST SECTION BELOW IF ALL OR A PORTION OF THE FUNDS
FROM THIS LOAN ADVANCE ARE FOR AN OUTGOING WIRE.

From Account # ______________________   To Account # ___________________________
                  (Loan Account #)                       (Deposit Account #)

Amount of Advance $__________________

All Borrower's representation and warranties in the Loan and Security Agreement
are true, correct and complete in all material respects on the date of the
telephone transfer request for an advance, but those representations and
warranties expressly referring to another date shall be true, correct and
complete in all material respects as of such date:


Authorized Signature:                   Phone Number:
                      ---------------                 --------------------------

OUTGOING WIRE REQUEST

COMPLETE ONLY IF ALL OR A PORTION OF FUNDS FROM THE LOAN ADVANCE ABOVE ARE TO BE
WIRED.

Deadline for same day processing is 3:00 pm, E.S.T.

Beneficiary Name: ___________________   Amount of Wire: $_______________________

Beneficiary Bank: ___________________   Account Number: ________________________

City and Sate: ______________________

Beneficiary Bank                        Beneficiary Bank Code
Transit (ABA) #: ____________________   (Swift, Sort, Chip, etc.):

                                              (FOR INTERNATIONAL WIRE ONLY)

Intermediary Bank: __________________   Transit (ABA) #: _______________________

For Further Credit to: _________________________________________________________

Special Instruction: ___________________________________________________________

By signing below, I (we) acknowledge and agree that my (our) funds transfer
requests shall be processed in accordance with and subject to the terms and
conditions set forth in the agreements(s) covering funds transfer service(s),
which agreements(s) were previously received and executed by me (us).


Authorized                              2nd Signature
Signature:                              (If Required):
           --------------------------                  -------------------------



Print Name/Title: ___________________   Print Name/Title: ______________________

Telephone # _________________________   Telephone # ____________________________



                        FIRST LOAN MODIFICATION AGREEMENT

     This First Loan Modification Agreement (this "Loan Modification Agreement')
is entered into as of August 4, 2003, by and between SILICON VALLEY BANK, a
California-chartered bank, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462, doing business under the name "Silicon Valley East"
("Bank") and ROVING SOFTWARE, INCORPORATED, a Delaware corporation with its
chief executive office located at 1601 Trapelo Road, Suite 246, Waltham,
Massachusetts 02451 ("Borrower").

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of February 27, 2003,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of February 27, 2003, between Borrower and Bank (as amended, the "Loan
Agreement"). The Loan Agreement established an equipment line of credit in favor
of Borrower in the maximum principal amount of Three Hundred Fifty Thousand
Dollars ($350,000.00) (the "Committed Equipment Line"). Capitalized terms used
but not otherwise defined herein shall have the same meaning as in the Loan
Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").

Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

     A.   Modifications to Loan Agreement.

          1.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    "EQUIPMENT LINE" is an Equipment Advance or Equipment
                    Advances of up to Three Hundred Fifty Thousand Dollars
                    ($350,000.00).

               and inserting in lieu thereof the following:

                    "Equipment Line" is an Equipment Advance or Equipment
                    Advances of up to Four Hundred Fifty Thousand Dollars
                    ($450,000.00).

4. FEES. The Borrower shall also reimburse Bank for all legal fees and expenses
incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF NEGATIVE PLEDGE AGREEMENT. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and conditions of a certain Negative
Pledge



Agreement dated as of December 23, 1999 between Borrower and Bank, and
acknowledges, confirms and agrees that said Negative Pledge Agreement, shall
remain in full force and effect.

6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and disclosures contained in a
certain Perfection Certificate dated as of February 27, 2003, between Borrower
and Bank, and acknowledges, confirms and agrees the disclosures and information
above Borrower provided to Bank in the Perfection Certificate has not changed,
as of the date hereof.

7. AUTHORIZATION TO FILE. Borrower hereby authorizes Bank to file financing
statements without notice to Borrower, with all appropriate jurisdictions, as
Bank deems appropriate, in order to further perfect or protect Bank's interest
in the Collateral, including a notice that any disposition of the Collateral, by
either the Borrower or any other Person, shall be deemed to violate the rights
of the Bank under the Code.

8. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

9. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.

10. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.

11. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Obligations pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations. It is the intention of Bank
and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Loan Modification Agreement.

12. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank (provided, however,
in no event shall this Loan Modification Agreement become effective until signed
by an officer of Bank in California).

            [The remainder of this page is intentionally left blank]



     This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                               BANK:

ROVING SOFTWARE INCORPORATED            SILICON VALLEY BANK, doing business
                                        as SILICON VALLEY EAST


By: /s/ Gail Goodman                    By:
    ---------------------------------       ------------------------------------
Name: Gail Goodman                      Name:
Title: CEO                                    ----------------------------------
                                        Title:
                                               ---------------------------------


                                        SILICON VALLEY BANK


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                               (signed in Santa Clara County,
                                               California)




                       SECOND LOAN MODIFICATION AGREEMENT

     This Second Loan Modification Agreement (this "Loan Modification
Agreement") is entered into as of February 10, 2004, by and between SILICON
VALLEY BANK, a California-chartered bank, with its principal place of business
at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production
office located at One Newton Executive Park, Suite 200, 2221 Washington Street,
Newton, Massachusetts 02462, doing business under the name "Silicon Valley East"
("Bank") and ROVING SOFTWARE INCORPORATED, a Delaware corporation with its chief
executive office located at 1601 Trapelo Road, Suite 246, Waltham, Massachusetts
02451 ("Borrower").

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of February 27, 2003,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of February 27, 2003, as amended by a certain First Loan Modification
Agreement dated August 4, 2003 (as amended, the "Loan Agreement"). Capitalized
terms used but not otherwise defined herein shall have the same meaning as in
the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").

     Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

     A.   Modifications to Loan Agreement.

          1.   Section 2.1.1 of the Loan Agreement shall be retitled as "2003
               Equipment Advances".

          2.   All references to "Equipment Line" in the Loan Agreement shall
               mean and refer to the "2003 Equipment Line".

          3.   The Loan Agreement shall be amended by adding the following new
               Section appearing after Section 2.1.1 thereof:

               "2.1.2 2004 Equipment Advances.

               (a) Availability. Subject to the terms and conditions of this
               Agreement, Bank agrees to lend to Borrower, from time to time as
               further described herein, Equipment Advances in an aggregate
               amount not to exceed the 2004 Equipment Line. The proceeds of the
               2004 Equipment Line shall be advanced in four separate tranches
               (each, a "Tranche"), as follows: (i) from February 1, 2004
               through April 30, 2004, Bank shall make Equipment Advances not
               exceeding $200,000, (ii) from May 1, 2004 through July 31, 2004,
               Bank shall make Equipment Advances not



               exceeding $150,000, (iii) from August 1,2004 through October 3 1,
               2004, Bank shall make Equipment Advances not exceeding $150,000;
               and (iv) from November 1, 2004 through December 31, 2004, bank
               shall make Equipment Advances not exceeding $100,000. The
               aggregate of all Equipment Advances made under this Section 2.1.2
               shall not exceed the 2004 Equipment Line. The Equipment Advances
               may only be used to finance Eligible Equipment purchased on or
               after 90 days before the date of each Equipment Advance and no
               Equipment Advances may exceed 100% of the equipment invoice
               excluding taxes, shipping, warranty charges, freight discounts
               and installation expense relating to such Equipment, unless such
               costs constitute Other Equipment. After repayment, Equipment
               Advances may not be reborrowed.

               (b) Interest Rate; Interest Payment. Interest accrues from the
               date of each Equipment Advance at the rate in Section 2.2(a) and
               is payable monthly on the first day of each month.

               (c) Principal Repayment. In addition to the monthly payment of
               interest, the principal amount of the Equipment Advances made
               under the 2004 Equipment Line outstanding on the last day of such
               Tranche is payable in thirty-three (33) consecutive equal monthly
               installments of principal based upon the amount of Equipment
               Advances outstanding during any particular Tranche on the last
               day of such Tranche divided by thirty-three (33). Such payments
               shall begin on the first day of each month following the end of
               such Tranche and shall continue on the first day of each month
               thereafter.

               (d) Advance Requests. To obtain an Equipment Advance, Borrower
               must notify Bank (the notice is irrevocable) by facsimile no
               later than 3:00 p.m. Eastern time one (1) Business Day before the
               day on which the Equipment Advance is to be made. The notice in
               the form of Exhibit B (Payment/Advance Form) must be signed by a
               Responsible Officer or designee and include a copy of the invoice
               for the Equipment being financed."

          4.   The Loan Agreement shall be amended by deleting the following
               appearing as Section 2.2(a) thereof:

               "(a) Interest Rate. The principal amounts outstanding under the
               Equipment Line shall accrue interest at a per annum rate equal to
               the aggregate of the Bank's Prime Rate, and two percent (2.0%).
               After an Event of Default, Obligations shall bear interest at
               five percent (5.0%) above the rate effective immediately before
               the Event of Default. The applicable interest rate hereunder
               shall increase or decrease when the Prime Rate changes. Interest
               is computed on the basis of a 360 day year for the actual number
               of days elapsed."



               and inserting in lieu thereof the following:

               "(a) Interest Rate.

                    (i) The principal amounts outstanding under the 2003
                    Equipment Line shall accrue interest at a per annum rate
                    equal to the aggregate of the Prime Rate, plus two percent
                    (2.0%).

                    (ii) The principal amounts outstanding under the 2004
                    Equipment Line shall accrue interest at a per annum rate
                    equal to the aggregate of the Prime Rate, plus two percent
                    (2.0%); provided, however, such rate shall reduce to a per
                    annum rate equal to the aggregate of the Prime Rate, plus
                    one and one-half percent (1.50%) after the occurrence of the
                    Profitability Event, to be effective ten (10) Business Days
                    after Borrower has provided to Bank satisfactory evidence of
                    same for such period. In addition to the foregoing, if at
                    any time Borrower is unable to provide Bank with
                    satisfactory evidence that the Profitability Event has
                    occurred for a period of three (3) consecutive months, the
                    rate shall increase to a per annum rate equal to the
                    aggregate of the Prime Rate, plus two percent (2.0%).

                    (iii) After an Event of Default, Obligations shall bear
                    interest at five percent (5.0%) above the rate effective
                    immediately before the Event of Default. The applicable
                    interest rate hereunder shall increase or decrease when the
                    Prime Rate changes. Interest is computed on the basis of a
                    360 day year for the actual number of days elapsed."

          5.   The Loan Agreement shall be amended by deleting the following
               appearing as Section 6.7 thereof:

               "6.7 FINANCIAL COVENANTS.

               Borrower shall maintain at all times, to be tested as of the last
               day of each month, unless otherwise noted:

                    (a) QUICK RATIO. A ratio of Quick Assets to Current
               Liabilities minus Deferred Revenues of at least 1.75 to 1.0.

                    (b) TANGIBLE NET WORTH. Borrower shall maintain, to be
               tested as of the last day of each calendar quarter, a Tangible
               Net Worth of not less than One Million Dollars ($1,000,000.00)."

               and inserting in lieu thereof the following:



               "6.7 FINANCIAL COVENANTS.

               Borrower shall maintain at all times, to be tested as of the last
               day of each month:

               (a) ADJUSTED QUICK RATIO. A ratio of Quick Assets to Current
               Liabilities minus Deferred Revenues of at least:

                    (i)  1.25 to 1.0 from January 1, 2004 through March 31,
                         2004;

                    (ii) 1.15 to 1.0 from April 1, 2004 through April 30, 2004;

                    (iii) 1.10 to 1.0 from May 1, 2004 through May 31, 2004;

                    (iv) 1.15 to 1.0 from June 1, 2004 through September 30,
                         2004; and

                    (v)  1.25 to 1.0 from October 1, 2004 and thereafter.

               (b) TANGIBLE NET WORTH. Borrower shall maintain a Tangible Net
               Worth of not less than the sum of (I) plus (II) below:

               (I)  (i)  $700,000 from January 1, 2004 through March 31, 2004;

                    (ii) $600,000 from April 1, 2004 through June 30, 2004;

                    (iii) $500,000 from July 1, 2004 through November 30, 2004;
                         and

                    (iv) $700,000 from December 1, 2004 and thereafter; plus

               (II) the aggregate of (x) 25% of all consideration received after
               January 1, 2004 from proceeds from the issuance of any equity
               securities of Borrower and/or subordinated debt incurred by
               Borrower; plus (y) beginning with the month ending January 31,
               2005, 75% of Borrower's monthly net profit in accordance with
               GAAP."

          6.   "The Loan Agreement shall be amended by adding the following new
               subsection appearing after subsection 6.7 (b) thereof:

                    "(c) PROFITABILITY. From and after the occurrence of the
               Profitability Event, Borrower shall have minimum monthly net
               profit (in accordance with GAAP) of at least $1.00."

          7.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""CURRENT LIABILITIES" are the aggregate amount of
                    Borrower's Total Liabilities which mature within one (1)
                    year, which shall include, without limitation, all
                    obligations and liabilities of Borrower to Bank."

          and inserting in lieu thereof the following:



                    ""CURRENT LIABILITIES" are the aggregate amount of
                    Borrower's Total Liabilities which mature within one (1)
                    year, plus, without duplication, all obligations and
                    liabilities of Borrower to Bank."

          8.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""EQUIPMENT ADVANCE" is defined in Section 2.1.1."

          and inserting in lieu thereof the following:

                    ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean any
                    advance made hereunder pursuant to Section 2.1.1 or Section
                    2.1.2 hereof."

          9.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""OTHER EQUIPMENT" is leasehold improvements, intangible
                    property such as computer software and software licenses,
                    equipment specifically designed or manufactured for
                    Borrower, other intangible property, limited use property
                    and other similar property and soft costs approved by the
                    Bank, including sales tax, freight and installation
                    expenses. Unless otherwise agreed to by Bank, not more than
                    twenty-five percent (25%) of the proceeds of the Equipment
                    Line shall be used to finance Other Equipment."

          and inserting in lieu thereof the following:

                    ""OTHER EQUIPMENT" is intangible property such as computer
                    software and software licenses, equipment specifically
                    designed or manufactured for Borrower, other intangible
                    property, limited use property and other similar property
                    and soft costs approved by the Bank, including sales tax,
                    freight and installation expenses. Unless otherwise agreed
                    to by Bank, not more than twenty-five percent (25%) of the
                    proceeds of the 2003 Equipment Line or twenty-five percent
                    (25%) of the proceeds of the 2004 Equipment Line shall be
                    used to finance Other Equipment."

          10.  The Loan Agreement shall be amended by adding the following
               definitions to appear in Section 13.1 thereof:

                    ""2004 EQUIPMENT LINE" is an Equipment Advance or Equipment
                    Advances of up to Six Hundred Thousand Dollars
                    ($600,000.00).

                    "ELIGIBLE EQUIPMENT" is (a) general purpose computer
                    equipment, office equipment, test and laboratory equipment,
                    furnishings, and, subject to the limitations set forth
                    herein, (b) Other Equipment that



                    complies with all of Borrower's representations and
                    warranties to Bank and which is acceptable to Bank in all
                    respects. All Equipment financed with the proceeds of the
                    Equipment Advances shall be new, provided that Bank, in its
                    sole discretion may finance used equipment.

                    "PROFITABILITY EVENT" is the achievement by Borrower of
                    three (3) consecutive months with a net profit (in
                    accordance with GAAP) of at least $1.00.

                    "TRANCHE" is defined in Section 2.1.2."

     B.   Waiver. Bank hereby waives Borrower's existing defaults under the Loan
          Agreement by virtue of Borrower's failure to comply with the Quick
          Ratio covenant set forth is Section 6.7(a) thereof as of the months
          ended October 31, 2003, November 30, 2003 and December 31, 2003.
          Bank's waiver of Borrower's compliance of said affirmative covenant
          shall apply only to the foregoing specific periods.

4. FEES. Borrower shall pay to Bank a modification fee of $4,500.00, which fee
shall be due on the date hereof and shall be deemed fully earned as of the date
hereof. Borrower shall also reimburse Bank for all legal fees and expenses
incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and disclosures contained in a
certain Perfection Certificate dated as of February 27, 2003, between Borrower
and Bank, and acknowledges, confirms and agrees the disclosures and information
above Borrower provided to Bank in the Perfection Certificate has not changed,
as of the date hereof.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.

8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.

9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain



unchanged and in full force and effect. Bank's agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement in no way
shall obligate Bank to make any future modifications to the Obligations. Nothing
in this Loan Modification Agreement shall constitute a satisfaction of the
Obligations. It is the intention of Bank and Borrower to retain as liable
parties all makers of Existing Loan Documents, unless the party is expressly
released by Bank in writing. No maker will be released by virtue of this Loan
Modification Agreement.

10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank (provided, however,
in no event shall this Loan Modification Agreement become effective until signed
by an officer of Bank in California).

     This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                               BANK:

ROVING SOFTWARE INCORPORATED            SILICON  VALLEY BANK, doing business
                                        as SILICON VALLEY EAST


By: /s/ Gail Goodman                    By:  /s/ Pamela Aldsworth
    ---------------------------------       ------------------------------------

Name: Gail Goodman                      Name: Pamela Aldsworth
      -------------------------------         ----------------------------------

Title:  CEO                             Title: SCO
       ------------------------------          ---------------------------------


                                        SILICON VALLEY BANK


                                        By: /s/ Maggie Garcia
                                            ------------------------------------
                                        Name: Maggie Garcia
                                              ----------------------------------
                                        Title: AVP
                                               ---------------------------------
                                               (signed in Santa Clara County,
                                               California)




                               SILICON VALLEY BANK

                            INVOICE FOR LOAN CHARGES

BORROWER:       ROVING SOFTWARE INCORPORATED

LOAN OFFICER:   MR. MICHAEL FELL

DATE:           February 10, 2004

                        
2004 Equipment Line Fee   $4,500.00
                          ---------
TOTAL FEES DUE            $4,500.00
                          =========



Please indicate the method of payment:

     [ ]  A check for the total amount is attached.

     [X]  Debit DDA 3300147118 for the total amount.

     [ ]  Loan proceeds

ROVING SOFTWARE INCORPORATED


By: /s/ Gail Goodman
    ---------------------------------
    Gail Goodman


/s/ Pamela Aldsworth
- -------------------------------------
Silicon Valley Bank (Date) 2-19-04
Account Officer's Signature




                        THIRD LOAN MODIFICATION AGREEMENT

     This Third Loan Modification Agreement (this "Loan Modification Agreement")
is entered into as of August 12, 2004, by and between SILICON VALLEY BANK, a
California-chartered bank, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462, doing business under the name "Silicon Valley East"
("Bank") and ROVING SOFTWARE INCORPORATED, a Delaware corporation with its chief
executive office located at 1601 Trapelo Road, Suite 246, Waltham, Massachusetts
02451 ("Borrower").

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of February 27, 2003,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of February 27, 2003, as amended by a certain First Loan Modification
Agreement dated August 4, 2003, and as further amended by a certain Second Loan
Modification Agreement dated February 10, 2004 (as amended, the "Loan
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").

3. Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".

4. DESCRIPTION OF CHANGE IN TERMS.

          1.   The Loan Agreement shall be amended by deleting the following
               text appearing in Section 2.1.2 thereof:

                    "(a) Availability. Subject to the terms and conditions of
                    this Agreement, Bank agrees to lend to Borrower, from time
                    to time as further described herein, Equipment Advances in
                    an aggregate amount not to exceed the 2004 Equipment Line.
                    The proceeds of the 2004 Equipment Line shall be advanced in
                    four separate tranches (each, a "Tranche"), as follows: (i)
                    from February 1, 2004 through April 30, 2004, Bank shall
                    make Equipment Advances not exceeding $200,000, (ii) from
                    May 1, 2004 through July 31, 2004, Bank shall make Equipment
                    Advances not exceeding $150,000, (iii) from August 1, 2004
                    through October 31, 2004, Bank shall make Equipment Advances
                    not exceeding $150,000; and (iv) from November 1, 2004
                    through December 31, 2004, Bank shall make Equipment
                    Advances not exceeding $100,000."



               and inserting in lieu thereof the following:

                    "(a) Availability. Subject to the terms and conditions of
                    this Agreement, Bank agrees to lend to Borrower, from time
                    to time as further described herein, Equipment Advances in
                    an aggregate amount not to exceed the 2004 Equipment Line.
                    The proceeds of the 2004 Equipment Line shall be advanced in
                    three separate tranches (each, a "Tranche"), as follows: (i)
                    from February 1, 2004 through April 30, 2004, Bank shall
                    make Equipment Advances not exceeding $200,000, (ii) from
                    May 1, 2004 through July 31, 2004, Bank shall make Equipment
                    Advances not exceeding the 2004 Equipment Line less the
                    aggregate principal amount of outstanding Equipment Advances
                    under the 2004 Equipment Line, and (iii) from August 1, 2004
                    through October 31, 2004, Bank shall make Equipment Advances
                    not exceeding $102,342.35."

          2.   The Loan Agreement shall be amended by adding the following new
               Section appearing after Section 2.1.2 thereof:

                    "2.1.3 2004 Equipment Line No. 2.

                    (a) Availability. From August 12, 2004 through January 15,
                    2005, subject to the terms and conditions of this Agreement,
                    Bank agrees to lend to Borrower, from time to time as
                    further described herein, Equipment Advances in an aggregate
                    amount not to exceed the 2004 Equipment Line No. 2. The
                    Equipment Advances may only be used to finance Eligible
                    Equipment purchased on or after 90 days before the date of
                    each Equipment Advance and no Equipment Advances may exceed
                    100% of the equipment invoice excluding taxes, shipping,
                    warranty charges, freight discounts and installation expense
                    relating to such Equipment, unless such costs constitute
                    Other Equipment. After repayment, Equipment Advances may not
                    be reborrowed.

                    (b) Interest Rate; Interest Payment. Interest accrues from
                    the date of each Equipment Advance at the rate in Section
                    2.2(a) and is payable monthly on the first day of each
                    month.

                    (c) Principal Repayment. In addition to the monthly payment
                    of interest, the principal amount of each Equipment Advances
                    made under the 2004 Equipment Line No. 2 is payable in
                    thirty-six (36) consecutive equal monthly installments of
                    principal beginning on the first day of the month following
                    such Equipment Advance and shall continue on the first day
                    of each month thereafter.

                    (d) Advance Requests. To obtain an Equipment Advance,
                    Borrower must notify Bank (the notice is irrevocable) by
                    facsimile



                    no later than 3:00 p.m. Eastern time one (1) Business Day
                    before the day on which the Equipment Advance is to be made.
                    The notice in the form of Exhibit B (Payment/Advance Form)
                    must be signed by a Responsible Officer or designee and
                    include a copy of the invoice for the Equipment being
                    financed."

          3.   The Loan Agreement shall be amended by deleting the following
               text appearing in Section 2.2(a) thereof:

                    "(ii) The principal amounts outstanding under the 2004
                    Equipment Line shall accrue interest at a per annum rate
                    equal to the aggregate of the Prime Rate, plus two percent
                    (2.0%); provided, however, such rate shall reduce to a per
                    annum rate equal to the aggregate of the Prime Rate, plus
                    one and one-half percent (1.50%) after the occurrence of the
                    Profitability Event, to be effective ten (10) Business Days
                    after Borrower has provided to Bank satisfactory evidence of
                    same for such period. In addition to the foregoing, if at
                    any time Borrower is unable to provide Bank with
                    satisfactory evidence that the Profitability Event has
                    occurred for a period of three (3) consecutive months, the
                    rate shall increase to a per annum rate equal to the
                    aggregate of the Prime Rate, plus two percent (2.0%)."

               and inserting in lieu thereof the following:

                    "(ii) The principal amounts outstanding under the 2004
                    Equipment Line and the 2004 Equipment Line No. 2 shall
                    accrue interest at a per annum rate equal to the aggregate
                    of the Prime Rate, plus two percent (2.0%); provided,
                    however, such rate shall reduce to a per annum rate equal to
                    the aggregate of the Prime Rate, plus one and one-half
                    percent (1.50%) after the occurrence of the Profitability
                    Event, to be effective ten (10) Business Days after Borrower
                    has provided to Bank satisfactory evidence of same for such
                    period. In addition to the foregoing, if at any time
                    Borrower is unable to provide Bank with satisfactory
                    evidence that the Profitability Event has occurred for a
                    period of three (3) consecutive months, the rate shall
                    increase to a per annum rate equal to the aggregate of the
                    Prime Rate, plus two percent (2.0%)."

          4.   The Loan Agreement shall be amended by deleting the following
               appearing as Section 6.7 thereof:

                    "6.7 Financial Covenants. Borrower shall maintain at all
                    times, to be tested as of the last day of each month:

                    (a) Adjusted Quick Ratio. A ratio of Quick Assets to Current
                    Liabilities minus Deferred Revenues of at least:



                    (i)  1.25 to 1.0 from January 1, 2004 through March 31,
                         2004;

                    (ii) 1.15 to 1.0 from April 1, 2004 through April 30, 2004;

                    (iii) 1.10 to 1.0 from May 1, 2004 through May 31, 2004;

                    (iv) 1.15 to 1.0 from June 1, 2004 through September 30,
                         2004; and

                    (v)  1.25 to 1.0 from October 1, 2004 and thereafter.

                    (b) TANGIBLE NET WORTH. Borrower shall maintain a Tangible
                    Net Worth of not less than the sum of (I) plus (II) below:

                    (I)  (i)  $700,000 from January 1, 2004 through
                         March 31, 2004;

                         (ii) $600,000 from April 1, 2004 through June 30, 2004;

                         (iii) $500,000 from July 1, 2004 through November 30,
                              2004; and

                         (iv) $700,000 from December 1, 2004 and thereafter;
                              plus

                    (II) the aggregate of (x) 25% of all consideration received
                    after January 1, 2004 from proceeds from the issuance of any
                    equity securities of Borrower and/or subordinated debt
                    incurred by Borrower; plus (y) beginning with the month
                    ending January 31, 2005, 75% of Borrower's monthly net
                    profit in accordance with GAAP.

                    (c) PROFITABILITY. From and after the occurrence of the
                    Profitability Event, Borrower shall have minimum monthly net
                    profit (in accordance with GAAP) of at least $1.00."

               and inserting in lieu thereof the following:

                    "6.7 FINANCIAL COVENANTS. Borrower shall maintain at all
                    times, to be tested as of the last day of each month:

                    (a) ADJUSTED QUICK RATIO. A ratio of Quick Assets to Current
                    Liabilities minus Deferred Revenues of at least 0.80 to 1.0.

                    (b) DEBT SERVICE RATIO. In the event that the amount of
                    Borrower's unrestricted cash maintained at Bank is less than
                    $1,200,000.00, a ratio of (i) net income plus interest,
                    depreciation, amortization, unfunded capital expenditures,
                    and cash taxes paid, calculated based on the three (3) month
                    period ending as of the date tested, to (ii) principal and
                    interest expense with respect to the Obligations, calculated
                    based on the three (3) month period ending as of the date
                    tested, of greater than 1.25 to 1.0."



          5.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean any
                    advance made hereunder pursuant to Section 2.1.1 or Section
                    2.1.2 hereof."

               and inserting in lieu thereof the following:

                    ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean any
                    advance made hereunder pursuant to Section 2.1.1, Section
                    2.1.2, or Section 2.1.3 hereof."

          6.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""OTHER EQUIPMENT" is intangible property such as computer
                    software and software licenses, equipment specifically
                    designed or manufactured for Borrower, other intangible
                    property, limited use property and other similar property
                    and soft costs approved by the Bank, including sales tax,
                    freight and installation expenses. Unless otherwise agreed
                    to by Bank, not more than twenty-five percent (25%) of the
                    proceeds of the 2003 Equipment Line or twenty-five percent
                    (25%) of the proceeds of the 2004 Equipment Line shall be
                    used to finance Other Equipment."

               and inserting in lieu thereof the following:

                    ""OTHER EQUIPMENT" is intangible property such as computer
                    software and software licenses, equipment specifically
                    designed or manufactured for Borrower, other intangible
                    property, limited use property and other similar property
                    and soft costs approved by the Bank, including sales tax,
                    freight and installation expenses. Unless otherwise agreed
                    to by Bank, not more than twenty-five percent (25%) of the
                    proceeds of the 2003 Equipment Line, twenty-five percent
                    (25%) of the proceeds of the 2004 Equipment Line, or
                    twenty-five percent (25%) of the proceeds of the 2004
                    Equipment Line No. 2 shall be used to finance Other
                    Equipment."

          7.   The Loan Agreement shall be amended by adding the following
               definitions to appear in Section 13.1 thereof:

                    ""2004 EQUIPMENT LINE NO. 2" is an Equipment Advance or
                    Equipment Advances of up to One Hundred Seventy Five
                    Thousand Dollars ($175,000.00)."



          8.   The Compliance Certificate appearing as Exhibit C to the Loan
               Agreement is hereby replaced with the Compliance Certificate
               attached as Exhibit A hereto.

5. FEES. Borrower shall pay to Bank a modification fee of $1,500.00, which fee
shall be due on the date hereof and shall be deemed fully earned as of the date
hereof. Borrower shall also reimburse Bank for all legal fees and expenses
incurred in connection with this amendment to the Existing Loan Documents.

6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and disclosures contained in a
certain Perfection Certificate dated as of February 27, 2003, between Borrower
and Bank, and acknowledges, confirms and agrees the disclosures and information
above Borrower provided to Bank in the Perfection Certificate has not changed,
as of the date hereof.

7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.

9. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.

10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Obligations pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations. It is the intention of Bank
and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Loan Modification Agreement.

11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank (provided, however,
in no event shall this Loan Modification Agreement become effective until signed
by an officer of Bank in California).

            [The remainder of this page is intentionally left blank]



     This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                               BANK:

ROVING SOFTWARE INCORPORATED            SILICON VALLEY BANK, doing business
                                        as SILICON VALLEY EAST


By: /s/ Gail Goodman                    By:
    ---------------------------------       ------------------------------------
Name: Gail Goodman                      Name:
     --------------------------------         ----------------------------------
Title: CEO                              Title:
      -------------------------------          ---------------------------------


                                        SILICON VALLEY BANK


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                               (signed in Santa Clara County,
                                               California)



CORPORATE RESOLUTIONS FOR
AMENDING LOAN ARRANGEMENT

Gail Goodman, being the Secretary of ROVING SOFTWARE INCORPORATED, a Delaware
corporation duly organized, validly existing, and in good standing under the
laws of the state of Delaware, CERTIFIES that the following resolutions were
adopted

CHECK   [xx] at a duly called and conducted meeting of the Directors of said
ONE          corporation held on July 29, 2004 at which a quorum was present and
             voting throughout,

        [ ]  by the unanimous consent of the Directors of said corporation, the
             originals of which consents having been placed with the records of
             meetings of Directors of said corporation,

and are in conformity with the Certificate of Incorporation and By-Laws of said
corporation (each as amended to date) and that each of the following resolutions
presently is in full force and effect without change:

AMENDMENT OF LOAN ARRANGEMENT

RESOLVED, That this corporation amend its loan arrangement(s) with Silicon
          Valley Bank (hereinafter, with any successor, the "Bank") in such
          manner as has been or is hereafter discussed and negotiated by and
          between the Bank on the one hand and any of the following, acting on
          behalf of this corporation, on the other:

Insert title, only, if
Persons to act on behalf of   CEO
corporation have titles.
Otherwise, insert names.      _______________________

In connection with the foregoing, each of said officers and/or persons, acting
as described above, is authorized to execute, seal, acknowledge, and deliver in
the name of and on behalf of this corporation such instruments, documents, and
papers which relate thereto as may be appropriate, each in such form and upon
such terms as the officer(s) and/or person(s) so authorized determines, such
execution and delivery to be conclusive of such officer'(s) and/or person'(s)
authority so to act in the name of and on behalf of this corporation.

DELEGATION OF AUTHORITY

RESOLVED, That any one of the officers and/or persons authorized by the
          foregoing Resolution, acting singly, may by written instrument
          furnished the Bank delegate to any other officer or person the same
          authority which is vested singly and individually by said Resolution
          in the person(s) or officer(s) so delegating authority which written
          delegation shall be in such form as may be requested by the Bank and
          may be subject to such restrictions and limitations as may be
          indicated thereon.



CONTINUATION OF AUTHORITY

RESOLVED, That all resolutions and delegations relative to the authority of any
          officer or person to act on behalf of this corporation shall remain in
          full force and effect until the Bank's receipt of written notice of
          the revocation or modification of such authority from the person
          signing below as the Secretary of this corporation or from that person
          whom the Bank reasonably believes to be authorized to act in this
          regard on behalf of this corporation.

RATIFICATION OF PRIOR TRANSACTIONS

RESOLVED, That all action heretofore taken on behalf of this corporation and all
          instruments, documents, and papers heretofore executed in the name of
          and on behalf of this corporation concerning this corporation's
          relationship with the Bank be, and they hereby are, approved, adopted,
          and ratified. This corporation is authorized to indemnify, defend, and
          hold the Bank harmless to the extent provided in the loan arrangements
          with the Bank.

REVOCATION OF INCONSISTENT RESOLUTIONS

RESOLVED, That any and all resolutions of this corporation which may be in
          conflict with any of the foregoing resolutions be, and they hereby
          are, revoked.

RESOLVED, That the resolutions of this corporation's Directors concerning this
          corporation's relationship with and borrowing from the Bank, pursuant
          to which, among other things, this corporation may be granting the
          Bank a security interest or other collateral in and to, and/or
          mortgaging, all or any portion of the assets of this corporation, be,
          and said resolutions are hereby approved, adopted, and incorporated
          herein by reference.

                         PERSONS PRESENTLY AUTHORIZED TO ACT

I further CERTIFY that the following persons presently are authorized under the
preceding Resolutions to act:



Name               Title
- ----               -----
                
Gail Goodman       CEO
Eric Groves        SVP Sales and Business Development


          IN WITNESS WHEREOF, I have set my hand and the seal of this
corporation on this 12th of August, 2004.


(Corporate Seal)                        /s/ Gail Goodman
                                        ----------------------------------------
                                        Secretary




                                        Print Name: Gail Goodman
                                                    ----------------------------

     If the foregoing Resolutions confer authority upon the Secretary, this
Certificate should be confirmed by another officer of the corporation


                                        CONFIRMED: /s/ Eric Groves
                                                   -----------------------------
                                        Print Name: Eric Groves
                                        Title: SVP Sales and Business
                                               Development




                       FOURTH LOAN MODIFICATION AGREEMENT

     This Fourth Loan Modification Agreement (this "Loan Modification
Agreement") is entered into as of March 11, 2005, by and between SILICON VALLEY
BANK, a California-chartered bank, with its principal place of business at 3003
Tasman Drive, Santa Clara, California 95054 and with a loan production office
located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462 ("Bank") and ROVING SOFTWARE INCORPORATED, a Delaware
corporation with its chief executive office located at 1601 Trapelo Road, Suite
246, Waltham, Massachusetts 02451 ("Borrower").

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of February 27, 2003,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of February 27, 2003, as amended by a certain First Loan Modification
Agreement dated August 4, 2003, as further amended by a certain Second Loan
Modification Agreement dated February 10, 2004, and as further amended by a
Third Loan Modification Agreement dated August 12, 2004 (as amended, the "Loan
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").

     Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

          1.   The Loan Agreement shall be amended by renumbering the section
               entitled "Undisbursed Credit Extensions" as Section 2.4.

          2.   The Loan Agreement shall be amended by adding the following new
               Section appearing after Section 2.1.3 thereof:

                    "2.1.4 2005 Equipment Advances.

                    (a) Availability. From March 11, 2005 through July 31,
                    2005, subject to the terms and conditions of this
                    Agreement, Bank agrees to lend to Borrower, from time to
                    time as further described herein, Equipment Advances in an
                    aggregate amount not to exceed the 2005 Equipment Line. The
                    Equipment Advances may only be used to finance Eligible
                    Equipment purchased on or after 90 days before the date of
                    each Equipment Advance and no Equipment Advances may exceed
                    100% of the equipment invoice excluding taxes, shipping,
                    warranty charges, freight discounts and installation
                    expense relating to such Equipment, unless such costs
                    constitute



                    Other Equipment. After repayment, Equipment Advances may not
                    be reborrowed.

                    (b) Interest Rate; Interest Payment. Interest accrues from
                    the date of each Equipment Advance at the rate in Section
                    2.2(a) and is payable monthly on the first Business Day of
                    each month.

                    (c) Principal Repayment. In addition to the monthly payment
                    of interest, the principal amount of each Equipment Advance
                    made under the 2005 Equipment Line is payable in thirty-six
                    (36) consecutive equal monthly installments of principal
                    beginning on the first Business Day of the month following
                    such Equipment Advance and shall continue on the first
                    Business Day of each month thereafter.

                    (d) Advance Requests. To obtain an Equipment Advance,
                    Borrower must notify Bank (the notice is irrevocable) by
                    facsimile no later than 3:00 p.m. Eastern time one (1)
                    Business Day before the day on which the Equipment Advance
                    is to be made. The notice in the form of Exhibit B
                    (Payment/Advance Form) must be signed by a Responsible
                    Officer or designee and include a copy of the invoice for
                    the Equipment being financed."

          3.   The Loan Agreement shall be amended by deleting the following
               text appearing in Section 2.2(a) thereof:

                    "(ii) The principal amounts outstanding under the 2004
                    Equipment Line and the 2004 Equipment Line No. 2 shall
                    accrue interest at a per annum rate equal to the aggregate
                    of the Prime Rate, plus two percent (2.0%); provided,
                    however, such rate shall reduce to a per annum rate equal to
                    the aggregate of the Prime Rate, plus one and one-half
                    percent (1.50%) after the occurrence of the Profitability
                    Event, to be effective ten (10) Business Days after Borrower
                    has provided to Bank satisfactory evidence of same for such
                    period. In addition to the foregoing, if at any time
                    Borrower is unable to provide Bank with satisfactory
                    evidence that the Profitability Event has occurred for a
                    period of three (3) consecutive months, the rate shall
                    increase to a per annum rate equal to the aggregate of the
                    Prime Rate, plus two percent (2.0%)."

               and inserting in lieu thereof the following:

                    "(ii) The principal amounts outstanding under the 2004
                    Equipment Line, the 2004 Equipment Line No. 2 and the 2005
                    Equipment Line shall accrue interest at a per annum rate
                    equal to the aggregate of the Prime Rate, plus two percent
                    (2.0%); provided, however, such rate shall reduce to a per
                    annum rate equal to the aggregate of



                    the Prime Rate, plus one and one-half percent (1.50%) after
                    the occurrence of the Profitability Event, to be effective
                    ten (10) Business Days after Borrower has provided to Bank
                    satisfactory evidence of same for such period. In addition
                    to the foregoing, if at any time Borrower is unable to
                    provide Bank with satisfactory evidence that the
                    Profitability Event has occurred for a period of three (3)
                    consecutive months, the rate shall increase to a per annum
                    rate equal to the aggregate of the Prime Rate, plus two
                    percent (2.0%)."

          4.   The Loan Agreement shall be amended by deleting the following
               appearing as Section 6.7(b) thereof:

                    "(b) DEBT SERVICE RATIO. In the event that the amount of
                    Borrower's unrestricted cash maintained at Bank is less than
                    $1,200,000.00, a ratio of (i) net income plus interest,
                    depreciation, amortization, unfunded capital expenditures,
                    and cash taxes paid, calculated based on the three (3) month
                    period ending as of the date tested, to (ii) principal and
                    interest expense with respect to the Obligations, calculated
                    based on the three (3) month period ending as of the date
                    tested, of greater than 1.25 to 1.0."

               and inserting in lieu thereof the following:

                    "(b) DEBT SERVICE RATIO. In the event that the amount of
                    Borrower's unrestricted cash maintained at Bank is less than
                    $1,200,000.00, a ratio of (i) net income plus interest,
                    depreciation, and amortization, minus unfunded capital
                    expenditures, and minus cash taxes paid, calculated based on
                    the three (3) month period ending as of the date tested, to
                    (ii) principal and interest expense with respect to the
                    Obligations, calculated based on the three (3) month period
                    ending as of the date tested, of greater than 1.25 to 1.0."

          5.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean any
                    advance made hereunder pursuant to Section 2.1.1, Section
                    2.1.2, or Section 2.1.3 hereof."

               and inserting in lieu thereof the following:

                    ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean any
                    advance made hereunder pursuant to Section 2.1.1, Section
                    2.1.2, Section 2.1.3, or Section 2.1.4 hereof."



          6.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""OTHER EQUIPMENT" is intangible property such as computer
                    software and software licenses, equipment specifically
                    designed or manufactured for Borrower, other intangible
                    property, limited use property and other similar property
                    and soft costs approved by the Bank, including sales tax,
                    freight and installation expenses. Unless otherwise agreed
                    to by Bank, not more than twenty-five percent (25%) of the
                    proceeds of the 2003 Equipment Line, twenty-five percent
                    (25%) of the proceeds of the 2004 Equipment Line, or
                    twenty-five percent (25%) of the proceeds of the 2004
                    Equipment Line No. 2 shall be used to finance Other
                    Equipment."

               and inserting in lieu thereof the following:

                    ""OTHER EQUIPMENT" is intangible property such as computer
                    software and software licenses, equipment specifically
                    designed or manufactured for Borrower, other intangible
                    property, limited use property and other similar property
                    and soft costs approved by the Bank, including sales tax,
                    freight and installation expenses. Unless otherwise agreed
                    to by Bank, not more than twenty-five percent (25%) of the
                    proceeds of the 2003 Equipment Line, twenty-five percent
                    (25%) of the proceeds of the 2004 Equipment Line,
                    twenty-five percent (25%) of the proceeds of the 2004
                    Equipment Line No. 2, or twenty-five percent (25%) of the
                    proceeds of the 2005 Equipment Line shall be used to finance
                    Other Equipment."

          7.   The Loan Agreement shall be amended by adding the following
               definition to appear alphabetically in Section 13.1 thereof:

                    ""2005 EQUIPMENT LINE" is an Equipment Advance or Equipment
                    Advances of up to Three Hundred Fifty Thousand Dollars
                    ($350,000.00)."

4. FEES. Borrower shall pay to Bank a modification fee of One Thousand Seven
Hundred Fifty Dollars ($1,750.00), which fee shall be due on the date hereof and
shall be deemed fully earned as of the date hereof. Borrower shall also
reimburse Bank for all legal fees and expenses incurred in connection with this
amendment to the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and disclosures contained in a
certain Perfection Certificate dated as of February 27, 2003, between Borrower
and Bank, and acknowledges, confirms and agrees the disclosures and information
above Borrower provided to Bank in the Perfection Certificate has not changed,
as of the date hereof.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.



7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.

8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.

9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Obligations pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations. It is the intention of Bank
and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Loan Modification Agreement.

10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank.

            [The remainder of this page is intentionally left blank]



     This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                               BANK:

ROVING SOFTWARE INCORPORATED            SILICON VALLEY BANK


By: /s/ Marcus Green                    By: /s/ Laura M. Scott
    ---------------------------------       ------------------------------------
Name: Marcus Green                      Name: Laura M. Scott
Title: Controller                       Title: Senior Vice President




                        FIFTH LOAN MODIFICATION AGREEMENT

     This Fifth Loan Modification Agreement (this "Loan Modification Agreement")
is entered into as of September 19, 2005, by and between SILICON VALLEY BANK, a
California-chartered bank, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462 ("Bank") and ROVING SOFTWARE INCORPORATED, a Delaware
corporation with its chief executive office located at 1601 Trapelo Road, Suite
246, Waltham, Massachusetts 02451 ("Borrower").

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of February 27, 2003,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of February 27, 2003, as amended by a certain First Loan Modification
Agreement dated August 4, 2003, as further amended by a certain Second Loan
Modification Agreement dated February 10, 2004, as further amended by a Third
Loan Modification Agreement dated August 12, 2004, and as further amended by a
Fourth Loan Modification Agreement dated March 11, 2005 (as amended, the "Loan
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the same meaning as in the Loan Agreement

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").

     Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

          1.   The Loan Agreement shall be amended by adding the following new
               Section appearing after Section 2.1.4 thereof:

                    "2.1.5 2005 Equipment Line No. 2.

                    (a) Availability. Subject to the terms and conditions of
                    this Agreement, Bank agrees to lend to Borrower, from time
                    to time as further described herein, Equipment Advances in
                    an aggregate amount not to exceed the 2005 Equipment Line
                    No. 2. The proceeds of the 2005 Equipment Line No. 2 shall
                    be advanced in two separate tranches (each, a "2005
                    Tranche"), as follows: (i) from September 20, 2005 through
                    October 31, 2005, Bank shall make Equipment Advances not
                    exceeding $300,000, and (ii) from November 1, 2005 through
                    January 31, 2006, Bank shall make Equipment Advances not
                    exceeding $300,000. The Equipment Advances may only be used
                    to finance Eligible Equipment purchased on or after 90 days
                    before the date of each Equipment Advance and no Equipment
                    Advances may exceed 100% of the



                    equipment invoice excluding taxes, shipping, warranty
                    charges, freight discounts and installation expense relating
                    to such Equipment, unless such costs constitute Other
                    Equipment. After repayment, Equipment Advances may not be
                    reborrowed.

                    (b) Interest Rate;Interest Payment. Interest accrues from
                    the date of each Equipment Advance at the rate in Section
                    2.2(a) and is payable monthly on the first Business Day of
                    each month.

                    (c) Principal Repayment. In addition to the monthly payment
                    of interest, the principal amount of each Equipment Advance
                    made under the 2005 Equipment Line No. 2 is payable in
                    thirty-six (36) consecutive equal monthly installments of
                    principal beginning on the first Business Day of the month
                    following such Equipment Advance and shall continue on the
                    first Business Day of each month thereafter.

                    (d) Advance Requests. To obtain an Equipment Advance,
                    Borrower must notify Bank (the notice is irrevocable) by
                    facsimile no later than 3:00 p.m. Eastern time one (1)
                    Business Day before the day on which the Equipment Advance
                    is to be made. The notice in the form of Exhibit B
                    (Payment/Advance Form) must be signed by a Responsible
                    Officer or designee and include a copy of the invoice for
                    the Equipment being financed."

          2.   The Loan Agreement shall be amended by deleting the following
               text appearing in Section 2.2(a) thereof:

                    "(ii) The principal amounts outstanding under the 2004
                    Equipment Line, the 2004 Equipment Line No. 2 and the 2005
                    Equipment Line shall accrue interest at a per annum rate
                    equal to the aggregate of the Prime Rate, plus two percent
                    (2.0%); provided, however, such rate shall reduce to a per
                    annum rate equal to the aggregate of the Prime Rate, plus
                    one and one-half percent (1.50%) after the occurrence of the
                    Profitability Event, to be effective ten (10) Business Days
                    after Borrower has provided to Bank satisfactory evidence of
                    same for such period. In addition to the foregoing, if at
                    any time Borrower is unable to provide Bank with
                    satisfactory evidence that the Profitability Event has
                    occurred for a period of three (3) consecutive months, the
                    rate shall increase to a per annum rate equal to the
                    aggregate of the Prime Rate, plus two percent (2.0%)."

               and inserting in lieu thereof the following:

                    "(ii) The principal amounts outstanding under the 2004
                    Equipment Line, the 2004 Equipment Line No. 2, the 2005
                    Equipment Line



                    and the 2005 Equipment Line No. 2 shall accrue interest at a
                    per annum rate equal to the aggregate of the Prime Rate,
                    plus two percent (2.0%); provided, however, such rate shall
                    reduce to a per annum rate equal to the aggregate of the
                    Prime Rate, plus one and one-half percent (1.50%) after the
                    occurrence of the Profitability Event, to be effective ten
                    (10) Business Days after Borrower has provided to Bank
                    satisfactory evidence of same for such period. In addition
                    to the foregoing, if at any time Borrower is unable to
                    provide Bank with satisfactory evidence that the
                    Profitability Event has occurred for a period of three (3)
                    consecutive months, the rate shall increase to a per annum
                    rate equal to the aggregate of the Prime Rate, plus two
                    percent (2.0%)."

          3.   The Loan Agreement shall be amended by deleting the following
               appearing as Section 6.7 thereof:

                    "6.7 FINANCIAL COVENANTS. Borrower shall maintain at all
                    times, to be tested as of the last day of each month:

                    (a) ADJUSTED QUICK RATIO. A ratio of Quick Assets to Current
                    Liabilities minus Deferred Revenues of at least 0.80 to 1.0.

                    (b) DEBT SERVICE RATIO. In the event that the amount of
                    Borrower's unrestricted cash maintained at Bank is less than
                    $1,200,000.00, a ratio of (i) net income plus interest,
                    depreciation, and amortization, minus unfunded capital
                    expenditures, and minus cash taxes paid, calculated based on
                    the three (3) month period ending as of the date tested, to
                    (ii) principal and interest expense with respect to the
                    Obligations, calculated based on the three (3) month period
                    ending as of the date tested, of greater than 1.25 to 1.0."

               and inserting in lieu thereof the following:

                    "6.7 FINANCIAL COVENANTS. Borrower shall maintain at all
                    times, to be tested as of the last day of each month (unless
                    otherwise noted):

                    (a) NET REVENUE. Consolidated net revenue of at least (i)
                    $3,000,000 for the fiscal quarter ending September 30, 2005,
                    (ii) $3,500,000 for the fiscal quarter ending December 31,
                    2005, (iii) $4,000,000 for the fiscal quarter ending March
                    31, 2006, (iv) $4,750,000 for the fiscal quarter ending June
                    30, 2006, (v) $5,250,000 for the fiscal quarter ending
                    September 30, 2006, (vi) $6,000,000 for the fiscal quarter
                    ending December 31, 2006, and (vii) the greater of (A)
                    $6,250,000, and (B) eighty percent (80.0%) of Borrower's
                    Board-approved operating plan, for the



                    fiscal quarter ending March 31, 2007 and as of the last day
                    of each fiscal quarter thereafter.

                    (b) DEBT SERVICE RATIO. In the event that the amount of
                    Borrower's unrestricted cash maintained at Bank is less than
                    $1,300,000.00, a ratio of (i) net income plus interest,
                    depreciation, and amortization, minus unfunded capital
                    expenditures, and minus cash taxes paid, calculated based on
                    the three (3) month period ending as of the date tested, to
                    (ii) principal and interest expense with respect to the
                    Obligations, calculated based on the three (3) month period
                    ending as of the date tested, of greater than 1.25 to 1.0."

          4.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean any
                    advance made hereunder pursuant to Section 2.1.1, Section
                    2.1.2, Section 2.1.3, or Section 2.1.4 hereof."

               and inserting in lieu thereof the following:

                    ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean any
                    advance made hereunder pursuant to Section 2.1.1, Section
                    2.1.2, Section 2.1.3, Section 2.1.4, or Section 2.1.5
                    hereof."

          5.   The Loan Agreement shall be amended by deleting the following
               definition appearing in Section 13.1 thereof:

                    ""OTHER EQUIPMENT" is intangible property such as computer
                    software and software licenses, equipment specifically
                    designed or manufactured for Borrower, other intangible
                    property, limited use property and other similar property
                    and soft costs approved by the Bank, including sales tax,
                    freight and installation expenses. Unless otherwise agreed
                    to by Bank, not more than twenty-five percent (25%) of the
                    proceeds of the 2003 Equipment Line, twenty-five percent
                    (25%) of the proceeds of the 2004 Equipment Line,
                    twenty-five percent (25%) of the proceeds of the 2004
                    Equipment Line No. 2, or twenty-five percent (25%) of the
                    proceeds of the 2005 Equipment Line shall be used to finance
                    Other Equipment."

               and inserting in lieu thereof the following:

                    ""OTHER EQUIPMENT" is intangible property such as computer
                    software and software licenses, equipment specifically
                    designed or manufactured for Borrower, other intangible
                    property, limited use property and other similar property
                    and soft costs approved by the Bank, including sales tax,
                    freight and installation expenses. Unless



                    otherwise agreed to by Bank, not more than twenty-five
                    percent (25%) of the proceeds of the 2003 Equipment Line,
                    twenty-five percent (25%) of the proceeds of the 2004
                    Equipment Line, twenty-five percent (25%) of the proceeds of
                    the 2004 Equipment Line No. 2, twenty-five percent (25%) of
                    the proceeds of the 2005 Equipment Line, or twenty-five
                    percent (25%) of the proceeds of the 2005 Equipment Line No.
                    2 shall be used to finance Other Equipment."

          6.   The Loan Agreement shall be amended by adding the following
               definitions to appear alphabetically in Section 13.1 thereof:

                    ""2005 EQUIPMENT LINE NO. 2" is an Equipment Advance or
                    Equipment Advances of up to Six Hundred Thousand Dollars
                    ($600,000.00)."

                    "2005 TRANCHE" is defined in Section 2.1.5(a)."

4. FEES. Borrower shall pay to Bank a modification fee of Four Thousand Five
Hundred Dollars ($4,500.00), which fee shall be due on the date hereof and shall
be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank
for all legal fees and expenses incurred in connection with this amendment to
the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and disclosures contained in a
certain Perfection Certificate dated as of February 27, 2003, between Borrower
and Bank, and acknowledges, confirms and agrees the disclosures and information
above Borrower provided to Bank in the Perfection Certificate has not changed,
as of the date hereof.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.

8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.

9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing



Obligations pursuant to this Loan Modification Agreement in no way shall
obligate Bank to make any future modifications to the Obligations. Nothing in
this Loan Modification Agreement shall constitute a satisfaction of the
Obligations. It is the intention of Bank and Borrower to retain as liable
parties all makers of Existing Loan Documents, unless the party is expressly
released by Bank in writing. No maker will be released by virtue of this Loan
Modification Agreement.

10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank.

            [The remainder of this page is intentionally left blank]



     This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                               BANK:

ROVING SOFTWARE INCORPORATED            SILICON VALLEY BANK


By: /s/ Marcus Green                    By: /s/ Michael J. Fell
    ---------------------------------       ------------------------------------
Name: Marcus Green                      Name: Michael J. Fell
Title: Controller                       Title: Relationship Manager




                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE

TO:   SILICON VALLEY BANK

FROM: ROVING SOFTWARE INCORPORATED

     The undersigned authorized officer of SOFTWARE INCORPORATED hereby
certifies that in accordance with the terms and conditions of the Loan and
Security Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is
in complete compliance for the period ending ___________________ with all
required covenants except as noted below and (ii) all representations and
warranties of Borrower stated in the Agreement are true and correct in all
material respects as of the date hereof. Attached herewith are the required
documents supporting the certification. The Officer further certifies that these
are prepared in accordance with Generally Accepted Accounting Principles (GAAP)
and are consistently applied from one period to the next except as explained in
an accompanying letter or footnotes. The Officer expressly acknowledges that no
borrowings may be requested by the Borrower at any time or date of determination
that Borrower is not in compliance with any of the terms of the Agreement, and
that such compliance is determined not just at the date this certificate is
delivered.

PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.



REPORTING COVENANT                            REQUIRED           COMPLIES
- ------------------                     ----------------------   ---------
                                                             
Monthly financial statements with CC   Monthly within 25 days   Yes   No
Annual (CPA Audited)                   FYE within 150 days      Yes   No
Board Approved Operating Plan          FYE within 45 days       Yes   No


The following Intellectual Property was registered after the Closing Date (if
blank, read "None")
________________________________________________________________________________
________________________________________________________________________________



FINANCIAL COVENANT                    REQUIRED    ACTUAL      COMPLIES
- ------------------                    --------   --------    ---------
                                                       
To be maintained at all times:
Net Revenue (tested quarterly)        _______*   _________   Yes   No
Debt Service Ratio (tested monthly)   1.25:10    _____:1.0   Yes   No


*    As set forth in Section 6.7(a) of the Loan and Security Agreement

**   only in effect if Borrower's unrestricted cash falls below $1,300,000.

COMMENTS REGARDING EXCEPTIONS: See Attached.                 BANK USE ONLY

Sincerely,                                            RECEIVED BY: _____________
                                                      DATE: ____________________
                                                      REVIEWED BY: _____________
                               Date:                   COMPLIANCE STATUS: YES/NO
- ----------------------------         -------------
SIGNATURE

- ----------------------------
TITLE


                        SIXTH LOAN MODIFICATION AGREEMENT

      This Sixth Loan Modification Agreement (this "Loan Modification
Agreement") is entered into as of March 20, 2007, by and between SILICON VALLEY
BANK, a California-chartered bank, with its principal place of business at 3003
Tasman Drive, Santa Clara, California 95054 and with a loan production office
located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462 ("Bank") and CONSTANT CONTACT, INC., f/k/a ROVING SOFTWARE
INCORPORATED, a Delaware corporation with its chief executive office located at
1601 Trapelo Road, Suite 246, Waltham, Massachusetts 02451 ("Borrower").

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of February 27, 2003,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of February 27, 2003, as amended by a certain First Loan Modification
Agreement dated August 4, 2003, as further amended by a certain Second Loan
Modification Agreement dated February 10, 2004, as further amended by a Third
Loan Modification Agreement dated August 12, 2004, as amended by a Fourth Loan
Modification Agreement dated March 11, 2005, and as further amended by a Fifth
Loan Modification Agreement dated September 19, 2005 (as amended, the "Loan
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").

      Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

            1.    The Loan Agreement shall be amended by adding the following
                  new Section appearing after Section 2.1.5 thereof:

                  "2.1.6 2007 EQUIPMENT LINE.

                        (a) Availability. Subject to the terms and conditions of
                  this Agreement, during the Draw Period, Bank agrees to lend to
                  Borrower, from time to time as further described herein,
                  advances (each, an "2007 Equipment Advance" and, collectively,
                  "2007 Equipment Advances") in an aggregate amount not to
                  exceed the 2007 Equipment Line. 2007 Equipment Advances may
                  only be used to finance Eligible Equipment purchased on or
                  after 90 days (determined based upon the applicable invoice
                  date of such Eligible Equipment) before the date of each 2007
                  Equipment Advance and no 2007 Equipment Advances may exceed
                  100% of the total invoice for Eligible Equipment, excluding
                  taxes, shipping, warranty charges, freight discounts and
                  installation expense relating to such Eligible Equipment.
                  Notwithstanding the foregoing, the initial 2007 Equipment
                  Advance under this Section 2.1.6 (the "Initial 2007 Equipment
                  Advance") may be used to reimburse Borrower for Eligible
                  Equipment purchased on or after July 1, 2006. Unless otherwise
                  agreed to by Bank, not more than 30% of the proceeds of the
                  2007 Equipment Line shall be used to finance Other Equipment.
                  Borrower may only request a total of six (6) 2007 Equipment
                  Advances (including the Initial Equipment Advance) hereunder.
                  After repayment, no 2007 Equipment Advance may be reborrowed.



                        (b) Interest Rate; Interest Payment. Interest accrues
                  from the date of each 2007 Equipment Advance at the rate in
                  Section 2.2(a)(ii) and is payable monthly on the first
                  Business Day of each month.

                        (c) Principal Repayment. In addition to the monthly
                  payments of interest, as set forth in Section 2.2(a)(ii)
                  below, the principal amount of each 2007 Equipment Advance is
                  payable in thirty-six (36) consecutive equal monthly
                  installments (with the exception of the Initial 2007 Equipment
                  Advance which is payable in thirty (30) consecutive equal
                  monthly installments) of principal beginning on the first
                  Business Day of the month following such 2007 Equipment
                  Advance and shall continue on the first Business Day of each
                  month thereafter.

                        (d) Advance Requests. To obtain a 2007 Equipment
                  Advance, Borrower must notify Bank (the notice is irrevocable)
                  by facsimile no later than 3:00 p.m. Eastern time one (1)
                  Business Day before the day on which the 2007 Equipment
                  Advance is to be made. The notice in the form of EXHIBIT B
                  (Payment/Advance Form) must be signed by a Responsible Officer
                  or designee and include a copy of the invoice for the Eligible
                  Equipment being financed."

            2.    The Loan Agreement shall be amended by deleting the following
                  text appearing in Section 2.2(a) thereof:

                              " (ii) The principal amounts outstanding under the
                        2004 Equipment Line, the 2004 Equipment Line No. 2, the
                        2005 Equipment Line and the 2005 Equipment Line No. 2
                        shall accrue interest at a per annum rate equal to the
                        aggregate of the Prime Rate, plus two percent (2.0%);
                        provided, however, such rate shall reduce to a per annum
                        rate equal to the aggregate of the Prime Rate, plus one
                        and one-half percent (1.50%) after the occurrence of the
                        Profitability Event, to be effective ten (10) Business
                        Days after Borrower has provided to Bank satisfactory
                        evidence of same for such period. In addition to the
                        foregoing, if at any time Borrower is unable to provide
                        Bank with satisfactory evidence that the Profitability
                        Event has occurred for a period of three (3) consecutive
                        months, the rate shall increase to a per annum rate
                        equal to the aggregate of the Prime Rate, plus two
                        percent (2.0%)."

                  and inserting in lieu thereof the following:

                              " (ii) The principal amounts outstanding under the
                        2004 Equipment Line, the 2004 Equipment Line No. 2, the
                        2005 Equipment Line, the 2005 Equipment Line No. 2, and
                        the 2007 Equipment Line shall accrue interest at a per
                        annum rate equal to the aggregate of the Prime Rate,
                        plus two percent (2.0%); provided, however, such rate
                        shall reduce to a per annum rate equal to the aggregate
                        of the Prime Rate, plus one and one-half percent (1.50%)
                        after the occurrence of the Profitability Event, to be
                        effective ten (10) Business Days after Borrower has
                        provided to Bank satisfactory evidence of same for such
                        period. In addition to the foregoing, if at any time
                        Borrower is unable to provide Bank with satisfactory
                        evidence that the Profitability Event has occurred for a



                        period of three (3) consecutive months, the rate shall
                        increase to a per annum rate equal to the aggregate of
                        the Prime Rate, plus two percent (2.0%)."

            3.    The Loan Agreement shall be amended by deleting the following
                  text appearing as the second paragraph of Section 4.1 thereof:

                  " Except as noted on the Perfection Certificate, Borrower is
                  not a party to, nor is bound by, any license or other
                  agreement with respect to which the Borrower is the licensee
                  that prohibits or otherwise restricts Borrower from granting a
                  security interest in Borrower's interest in such license or
                  agreement or any other property. Without prior consent from
                  Bank, Borrower shall not enter into, or become bound by, any
                  such license or agreement which is reasonably likely to have a
                  material impact on Borrower's business or financial condition.
                  Borrower shall take such steps as Bank requests to obtain the
                  consent of, or waiver by, any person whose consent or waiver
                  is necessary for all such licenses or contract rights to be
                  deemed "Collateral" and for Bank to have a security interest
                  in it that might otherwise be restricted or prohibited by law
                  or by the terms of any such license or agreement, whether now
                  existing or entered into in the future."

                  and inserting in lieu thereof:

                  "Except as noted on the Perfection Certificate, Borrower is
                  not a party to, nor is bound by, any material license or other
                  agreement with respect to which Borrower is the licensee that
                  prohibits or otherwise restricts Borrower from granting a
                  security interest in Borrower's interest in such license or
                  agreement or any other property (other than over- the-counter
                  software that is commercially available to the public).
                  Borrower shall provide written notice to Bank within ten (10)
                  days of entering or becoming bound by any such license or
                  agreement which is reasonably likely to have a material impact
                  on Borrower's business or financial condition (other than
                  over-the-counter software that is commercially available to
                  the public). Borrower shall take such steps as Bank requests
                  to obtain the consent of, or waiver by, any person whose
                  consent or waiver is necessary for all such licenses or
                  contract rights to be deemed "Collateral" and for Bank to have
                  a security interest in it that might otherwise be restricted
                  or prohibited by law or by the terms of any such license or
                  agreement (such consent or authorization may include a
                  licensor's agreement to a contingent assignment of the license
                  to Bank if Bank determines that is necessary in its good faith
                  judgment), whether now existing or entered into in the
                  future."

            4.    The Loan Agreement shall be amended by deleting the following
                  provision appear as Section 5.3 thereof:

                  "5.3 LITIGATION. Except as shown in the Perfection
                  Certificate, there are no actions or proceedings pending or,
                  to the knowledge of Borrower's Responsible Officers or legal
                  counsel, threatened by or against Borrower or any Subsidiary
                  in which an adverse decision could reasonably be expected to
                  cause a Material Adverse Change."



                  and inserting in lieu thereof the following:

                  "5.3 LITIGATION. Except as shown on the Perfection
                  Certificate, there are no actions or proceedings pending or,
                  to the knowledge of the Responsible Officers, threatened in
                  writing against Borrower or any of its Subsidiaries that would
                  reasonably be expected to result in costs or damages to
                  Borrower or its Subsidiaries in excess of Two Hundred Fifty
                  Thousand Dollars ($250,000)."

            5.    The Loan Agreement shall be amended by deleting the following
                  appearing as Section 6.2 thereof:

                  "6.2 FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.

                        (a) Borrower shall deliver to Bank: (i) as soon as
                  available, but no later than twenty-five (25) days after the
                  last day of each month, a company prepared consolidated
                  balance sheet and income statement covering Borrower's
                  consolidated operations during the period certified by a
                  Responsible Officer and in a form acceptable to Bank; (ii) as
                  soon as available, but no later than one hundred and fifty
                  (150) days after the last day of Borrower's fiscal year
                  (except for Borrower's fiscal years ending December 31, 2001
                  and December 31, 2002, which audited consolidated financial
                  statements shall be due July 31, 2003), audited consolidated
                  financial statements prepared under GAAP, consistently
                  applied, together with an unqualified opinion on the financial
                  statements from an independent certified public accounting
                  firm reasonably acceptable to Bank; (iii) in the event that
                  the Borrower's stock becomes publicly held, within five (5)
                  days of filing, copies of all statements, reports and notices
                  made available to Borrower's security holders or to any
                  holders of Subordinated Debt and all reports on Form 10-K, 10-
                  Q and 8-K filed with the Securities and Exchange Commission;
                  (iv) a prompt report of any legal actions pending or
                  threatened in writing against Borrower or any Subsidiary that
                  would reasonably be expected to result in damages or costs to
                  Borrower or any Subsidiary of One Hundred Thousand Dollars
                  ($100,000.00) or more; (v) as soon as available, but not later
                  than forty-five (45) days after the last of Borrower's fiscal
                  year, Board approved Operating Plan (expressed on a monthly
                  and quarterly basis); (vi) prompt notice of any material
                  change in the composition of the Intellectual Property, or the
                  registration of any copyright, including any subsequent
                  ownership right of Borrower in or to any Copyright, Patent or
                  Trademark not shown in any intellectual property security
                  agreement between Borrower and Bank or knowledge of an event
                  that materially adversely affects the value of the
                  Intellectual Property; and (vii) other financial information
                  reasonably requested by Bank.

                        (b) Borrower shall deliver to Bank with the monthly and
                  annual financial statements a Compliance Certificate signed by
                  a Responsible Officer in the form of Exhibit C."

                  and inserting in lieu thereof the following:

                  "6.2 FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.

                        (a) Borrower shall deliver to Bank: (i) as soon as
                  available, but no later than thirty (30) days after the last
                  day of each month, a company prepared consolidated balance
                  sheet and income statement covering Borrower's consolidated
                  operations during the period certified by a Responsible
                  Officer and in a form acceptable to Bank; (ii) as soon as
                  available, but no later than one hundred eighty (180) days
                  after the last day of Borrower's fiscal year, audited
                  consolidated financial statements prepared under GAAP,
                  consistently applied, together with an unqualified opinion on
                  the financial statements



                  from an independent certified public accounting firm
                  reasonably acceptable to Bank; (iii) in the event that the
                  Borrower's stock becomes publicly held, within five (5) days
                  of filing, copies of all statements, reports and notices made
                  available to Borrower's security holders or to any holders of
                  Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K
                  filed with the Securities and Exchange Commission; (iv) a
                  prompt report of any legal actions pending or threatened
                  against Borrower or any Subsidiary that could result in
                  damages or costs to Borrower or any Subsidiary of Two Hundred
                  Fifty Thousand Dollars ($250,000.00) or more; (v) as soon as
                  available, but not later than ten (10) days after the last of
                  Borrower's fiscal year, Board approved Operating Plan
                  (expressed on a monthly and quarterly basis); (vi) prompt
                  notice of any material change in the composition of the
                  Intellectual Property, or the registration of any copyright,
                  including any subsequent ownership right of Borrower in or to
                  any Copyright, Patent or Trademark not shown in any
                  intellectual property security agreement between Borrower and
                  Bank or knowledge of an event that materially adversely
                  affects the value of the Intellectual Property; and (vii)
                  other financial information reasonably requested by Bank.

                        (b) Borrower shall deliver to Bank with the monthly
                  financial statements a Compliance Certificate signed by a
                  Responsible Officer in the form of Exhibit C."

            6.    The Loan Agreement shall be amended by deleting the following
                  appearing as Section 6.7 thereof:

                        "6.7 FINANCIAL COVENANTS. Borrower shall maintain at all
                        times, to be tested as of the last day of each month
                        (unless otherwise noted):

                        (a) NET REVENUE. Consolidated net revenue of at least
                        (i) $[**] for the fiscal quarter ending September 30,
                        2005, (ii) $[**] for the fiscal quarter ending December
                        31, 2005, (iii) $[**] for the fiscal quarter ending
                        March 31, 2006, (iv) $[**] for the fiscal quarter ending
                        June 30, 2006, (v) $[**] for the fiscal quarter ending
                        September 30, 2006, (vi) $[**] for the fiscal quarter
                        ending December 31, 2006, and (vii) the greater of (A)
                        $[**], and (B) [**] percent ([**]%) of Borrower's
                        Board-approved operating plan, for the fiscal quarter
                        ending March 31, 2007 and as of the last day of each
                        fiscal quarter thereafter.

                        (b) DEBT SERVICE RATIO. In the event that the amount of
                        Borrower's unrestricted cash maintained at Bank is less
                        than $1,300,000.00, a ratio of (i) net income plus
                        interest, depreciation, and amortization, minus unfunded
                        capital expenditures, and minus cash taxes paid,
                        calculated based on the three (3) month period ending as
                        of the date tested, to (ii) principal and interest
                        expense with respect to the Obligations, calculated
                        based on the three (3) month period ending as of the
                        date tested, of greater than 1.25 to 1.0."

                  and inserting in lieu thereof the following:

                        "6.7 FINANCIAL COVENANTS. Borrower shall maintain at all
                        times, to be tested as of the last day of each month
                        (unless otherwise noted):

                        (a) MINIMUM REVENUE. Minimum Net Revenue as set forth on
                        Exhibit D.

                        (b) TOTAL FUNDED DEBT RATIO. Borrower shall maintain at
                        all times, a ratio of Total Funded Debt to Liquid Assets
                        of not more than 0.85 to 1.0."



            7.    The Loan Agreement shall be amended by deleting the following
                  text appearing in Section 7.2 thereof:

                        "or management."

                  and inserting in lieu thereof the following:

                        " or if the Key Person ceases to hold such office with
                        Borrower and a replacement reasonably satisfactory to
                        Bank is not made within one hundred twenty (120) days
                        thereafter"

            8.    The Loan Agreement shall be amended by deleting the following
                  definitions appearing in Section 13.1 thereof:

                        ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean
                        any advance made hereunder pursuant to Section 2.1.1,
                        Section 2.1.2, Section 2.1.3, Section 2.1.4, or Section
                        2.1.5 hereof."

                        ""OTHER EQUIPMENT" is intangible property such as
                        computer software and software licenses, equipment
                        specifically designed or manufactured for Borrower,
                        other intangible property, limited use property and
                        other similar property and soft costs approved by the
                        Bank, including sales tax, freight and installation
                        expenses. Unless otherwise agreed to by Bank, not more
                        than twenty-five percent (25%) of the proceeds of the
                        2003 Equipment Line, twenty-five percent (25%) of the
                        proceeds of the 2004 Equipment Line, twenty-five percent
                        (25%) of the proceeds of the 2004 Equipment Line No. 2,
                        twenty-five percent (25%) of the proceeds of the 2005
                        Equipment Line, or twenty-five percent (25%) of the
                        proceeds of the 2005 Equipment Line No. 2 shall be used
                        to finance Other Equipment."

                  and inserting in lieu thereof the following:

                        ""EQUIPMENT ADVANCE" or "EQUIPMENT ADVANCES" shall mean
                        any advance made hereunder pursuant to Section 2.1.1,
                        Section 2.1.2, Section 2.1.3, Section 2.1.4, Section
                        2.1.5, or Section 2.1.6 hereof."

                        ""OTHER EQUIPMENT" is intangible property such as
                        computer software and software licenses, equipment
                        specifically designed or manufactured for Borrower,
                        other intangible property, limited use property and
                        other similar property and soft costs approved by the
                        Bank, including sales tax, freight and installation
                        expenses. Unless otherwise agreed to by Bank, not more
                        than twenty-five percent (25%) of the proceeds of the
                        2003 Equipment Line, twenty-five percent (25%) of the
                        proceeds of the 2004 Equipment Line, twenty-five percent
                        (25%) of the proceeds of the 2004 Equipment Line No. 2,
                        twenty-five percent (25%) of the proceeds of the 2005
                        Equipment Line, twenty-five percent (25%) of the
                        proceeds of the 2005 Equipment Line No. 2, or thirty
                        percent (30%) of the proceeds of the 2007 Equipment Line
                        shall be used to finance Other Equipment."

            9.    The Loan Agreement shall be amended by adding the following
                  definitions to appear alphabetically in Section 13.1 thereof:



                        ""2007 CLOSING DATE" is March 20, 2007."

                        ""2007 EQUIPMENT ADVANCE" or "2007 EQUIPMENT ADVANCES"
                        is defined in Section 2.1.6(a)."

                        ""2007 EQUIPMENT LINE" is a 2007 Equipment Advance or
                        2007 Equipment Advances of up to Five Million Dollars
                        ($5,000,000.00)."

                        ""DRAW PERIOD" is the period of time from the 2007
                        Closing Date through the earliest to occur of (a)
                        December 31, 2007, or (b) an Event of Default."

                        ""INITIAL 2007 EQUIPMENT ADVANCE" is defined in Section
                        2.1.6(a)."

                        ""KEY PERSON" is Borrower's Chief Executive Officer,
                        who, as of the 2007 Closing Date, is Gail Goodman."

                        ""LIQUID ASSETS" shall mean all unrestricted and
                        unencumbered cash, and marketable securities maintained
                        at Bank or SVB Securities in Borrower's name and not
                        pledged to any other Person."

                        ""NET REVENUE" means net revenue consistent with
                        Borrower's current practice as reported by Borrower to
                        Bank and consistent with the manner of preparation of
                        the budgeted revenue that Borrower provided to Bank
                        prior to March 20, 2007."

                        ""TOTAL FUNDED DEBT" is the aggregate amount of all
                        outstanding principal, interest, fees and other
                        liabilities or costs arising out of any indebtedness of
                        Borrower for borrowed money."

            10.   The Compliance Certificate appearing as EXHIBIT C to the Loan
                  Agreement is hereby replaced with the Compliance Certificate
                  attached as EXHIBIT A hereto.

            11.   EXHIBIT B attached hereto shall hereby be attached to the Loan
                  Agreement as EXHIBIT D thereto.

4. FEES. Borrower shall pay to Bank a modification fee of Twenty-Five Thousand
Dollars ($25,000.00), which fee shall be due on the date hereof and shall be
deemed fully earned as of the date hereof. Borrower shall also reimburse Bank
for all reasonable legal fees and expenses incurred in connection with this
amendment to the Existing Loan Documents.

5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

6. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.

7. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.



8. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Obligations pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations. It is the intention of Bank
and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Loan Modification Agreement.

9. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank.

            [The remainder of this page is intentionally left blank]



      This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                                BANK:

CONSTANT CONTACT, INC.                   SILICON VALLEY BANK

By: /s/ Steven R. Wasserman              By: /s/ Naomi B. Herman
    ---------------------------              ---------------------------
Name: Steven R. Wasserman                Name: Naomi B. Herman
      -------------------------                -------------------------
Title: VP & CFO & Treasurer              Title: Vice President
       ------------------------                 ------------------------


                                    EXHIBIT A
                             COMPLIANCE CERTIFICATE

      TO:   SILICON VALLEY BANK

      FROM: CONSTANT CONTACT, INC.

      The undersigned authorized officer of CONSTANT CONTACT, INC. hereby
certifies that in accordance with the terms and conditions of the Loan and
Security Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is
in complete compliance for the period ending ________________ with all required
covenants except as noted below and (ii) all representations and warranties of
Borrower stated in the Agreement are true and correct in all material respects
as of the date hereof. Attached herewith are the required documents supporting
the certification. The Officer further certifies that these are prepared in
accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. The Officer expressly acknowledges that no
borrowings may be requested by the Borrower at any time or date of determination
that Borrower is not in compliance with any of the terms of the Agreement, and
that such compliance is determined not just at the date this certificate is
delivered.

      PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES"
COLUMN.



REPORTING COVENANT                           REQUIRED                 COMPLIES
- ------------------                           --------                 --------
                                                                
Monthly financial statements with CC         Monthly within 30 days   Yes No
Annual (CPA Audited)                         FYE within 180 days      Yes No
Board Approved Operating Plan                FYE within 10 days       Yes No


            The following Intellectual Property was registered after the Closing
      Date (if blank, read "None")

            ____________________________________________________________________

            ____________________________________________________________________



FINANCIAL COVENANT                      REQUIRED                 ACTUAL          COMPLIES
- ------------------                      --------                 ------          --------
                                                                        
To be maintained at all
  times, tested monthly:

Minimum Revenue                         $_____________*         _____:1.0        Yes  No

Total Funded Debt Ratio                 < or = 0.85:1.0         _____:1.0        Yes  No


*     As set forth in Section 6.7(a) of the Agreement.

COMMENTS REGARDING EXCEPTIONS:  See Attached.          BANK USE ONLY

Sincerely,                                       RECEIVED BY:___________________
_______________________    Date:__________       DATE:____________________
SIGNATURE                                        REVIEWED BY:___________________
_______________________                          COMPLIANCE STATUS: YES / NO
TITLE



                                    EXHIBIT B
                                 MINIMUM REVENUE

Borrower shall maintain at all times, to be tested as of the last day of each
month, Net Revenue equal to or greater than: (i) [**] Dollars ($[**]) as of the
month ending January 31, 2007, (ii) [**] Dollars ($[**]) as of the month ending
February 28, 2007, (iii) [**] Dollars ($[**]) as of the month ending March 31,
2007, (iv) [**] Dollars ($[**]) as of the month ending April 30, 2007, (v) [**]
Dollars ($[**]) as of the month ending May 31, 2007, (vi) [**] Dollars ($[**])
as of the month ending June 30, 2007, (vii) [**] Dollars ($[**]) as of the month
ending July 31, 2007, (viii) [**] Dollars ($[**]) as of the month ending August
31, 2007, (ix) [**] Dollars ($[**]) as of the month ending September 30, 2007,
(x) [**] Dollars ($[**]) as of the month ending October 31, 2007, (xi) [**]
Dollars ($[**]) as of the month ending November 30, 2007, (xii) [**] Dollars
($[**]) as of the month ending December 31, 2007, and as of the last day of each
month thereafter.

                        [Silicon Valley Bank Letterhead]


June 13, 2007

Mr. Steven Wasserman
Chief Financial Officer
Constant Contact, Inc.
1601 Trapelo Road
Waltham, MA 02451

Dear Steve:

This letter is written in connection with that certain Loan and Security
Agreement between Silicon Valley Bank ("Bank") and Constant Contact, Inc.
("Borrower") dated February 27, 2003 and related loan documents (as amended from
time to time, collectively, the "Loan Agreement").

DESCRIPTION OF CHANGE IN TERMS.

         Modification to Loan Agreement

         Section 6.2(a)(ii) of the Loan Agreement is hereby amended by deleting
         the following text appearing therein:

         as soon as available, but no later than one hundred eighty (180) days
         after the last day of Borrower's fiscal year, audited consolidated
         financial statements prepared under GAAP, consistently applied,
         together with an unqualified opinion on the financial statements from
         an independent certified public accounting firm reasonably acceptable
         to Bank;

         And substituting the following text therefore:

         as soon as available, but no later than two hundred seventy (270) days
         after the last day of Borrower's fiscal year, audited consolidated
         financial statements prepared under GAAP, consistently applied,
         together with an unqualified opinion on the financial statements from
         an independent certified public accounting firm reasonably acceptable
         to Bank;

By signing below and returning a copy of this letter to Bank, Borrower
acknowledges that the Loan Agreement is hereby modified in accordance with the
provisions set forth above. Borrower further understands and agrees that in
modifying the Loan Agreement, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Loan Agreement. Except as
expressly modified pursuant to this letter, the terms of the Loan Agreement
remain unchanged and in full force and effect. Bank's agreement to modify the
Loan Agreement in accordance with the provisions set forth in this letter in no
way shall obligate Bank to make any future waivers or modifications to the Loan
Agreement. Nothing in this letter shall constitute a satisfaction of the
Borrower's indebtedness to Bank. It is the intention of Bank and Borrower to
retain as liable parties all makers and endorsers of the Loan Agreement, unless
the party is expressly released by in writing. No maker or endorser will be
released by virtue of this letter.




The terms of this paragraph apply not only to this letter, but also to all
subsequent loan modification agreements.

The provisions of this letter shall not be deemed effective until such time as
Borrower shall have returned a countersigned copy to Bank.

Very truly yours,

/s/ Naomi B. Herman
- -------------------------
Naomi B. Herman
Vice President
Silicon Valley Bank

By executing below, the undersigned acknowledges and confirms the effectiveness
of this letter.

Constant Contact, Inc.

By: /s/ Steven R. Wasserman
   ---------------------------------

Title: Steven R. Wasserman  VP & CFO
      ------------------------------
Dated: 6/14/07
      ------------------------------

EX-16.1

Exhibit 16.1

July 6, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read the section “Changes in Accountants” included in the Registration Statement of Constant Contact, Inc. on Form S-1 filed with the Securities and Exchange Commission on or about July 6, 2007, and have the following comments:

1.	We agree with the statements made in the first sentence and the third through final sentences of the first paragraph.
2.	We have no basis on which to agree or disagree with the statements made in the second sentence of the first paragraph or the statements made in the second paragraph.

Yours truly,

/s/Vitale, Caturano & Company, Ltd.

VITALE, CATURANO & COMPANY, LTD.

EX-23.1

Exhibit 23.1

CONSENT OF PricewaterhouseCoopers LLP

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated July 6, 2007 relating to the financial statements of Constant Contact, Inc., which appears in such Registration Statement. We also consent to the references to us under the headings “Selected Financial Data” and “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Boston, MA
July 6, 2007

EX-23.2

Exhibit 23.2

CONSENT OF VITALE, CATURANO & COMPANY, LTD.

As independent registered public accountants, we hereby consent to the use of our report dated March 10, 2006 (except with respect to the Series C financing discussed in Note 5 as to which the date is May 12, 2006) on the financial statements of Constant Contact, Inc. as of December 31, 2005 and for each of the two years in the two year period ended December 31, 2005, and to the references to our Firm under the captions “Experts” and “Selected Financial Data” included in or made a part of this registration statement on Form S-1 and related prospectus.

/s/Vitale, Caturano & Company, Ltd.

VITALE, CATURANO & COMPANY, LTD.

Boston, Massachusetts
July 6, 2007

CORRESP

corresp