Amend.#2 To Admin. And Liquidation Agreement

Exhibit 10.16


AMENDMENT NO. 2


TO ADMINISTRATION AND LIQUIDATION AGREEMENT


This Amendment No. 2 to the Administration and Liquidation Agreement (this "Amendment") entered into and effective as of the 1st day of February, 2001, by and between Harbor Global Company Ltd., a Bermuda limited duration company (the "Company"), and Calypso Management LLC, a Delaware limited liability company ("Calypso").


WHEREAS, the Company and Calypso entered into the Administration and Liquidation Agreement as of August 7, 2000 (the "Administration and Liquidation Agreement"), which provides for the engagement by the Company of Calypso to manage the sale or liquidation of the Company's assets and the compensation of Calypso for such services; and


WHEREAS, the parties desire to amend the Administration and Liquidation Agreement in the manner described herein.


NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Calypso hereby agree as follows:


1. Section 7 of the Administration and Liquidation Agreement is hereby amended
by replacing "$25 million" appearing in the second senten ...