Amend. #1 To Admin. And Liquidation Agreement

Exhibit 10.15


AMENDMENT NO. 1 TO THE
ADMINISTRATION AND LIQUIDATION AGREEMENT


AMENDMENT NO. 1 dated as of October 30, 2000 (this "Amendment No. 1") to the Administration and Liquidation Agreement dated as of August 7, 2000 by and between Calypso Management LLC ("Calypso"), a Delaware limited liability company, and Harbor Global Company Ltd., a Bermuda limited duration company ("Harbor Global") (the "Agreement"). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.


WHEREAS, Section 6 of the Agreement refers to an Employment Agreement by and between Calypso and Stephen G. Kasnet entered into as of the same date of the Agreement (the "Employment Agreement"); and


WHEREAS, Section 10 of the Agreement refers to an Escrow Agreement entered into as of the same date of the Agreement by and among Harbor Global Company Ltd., Calypso Management LLC, Stephen G. Kasnet and State Street Bank and Trust Company (the "Escrow Agreement"); and


WHEREAS, (i) the Escrow Agreement was executed as of October 24, 2000, (ii) the Employment Agreement was executed as of August 8, 2000, and (iii) prior to the execution of the Escrow Agreement, HGC Ltd. ("HGC") was added as an additional party; and


WHEREAS, the parties hereto desire to amend Sections 6 and 10 of the Agreement in accordance with Section 12 to reflect (i) the execution of the Employment Agreement as of August 8, 2000, (ii) the execution of the Escrow Agreement as of October 24, 2000 and (iii) the addition of HGC as a party to the Escrow Agreement ...