AMENDMENT TO CONVERTIBLE NOTE PURCHASE AND EXCHANGE AGREEMENT

EXHIBIT 10.54

AMENDMENT TO

CONVERTIBLE NOTE PURCHASE AND EXCHANGE AGREEMENT

               AMENDMENT, dated January 16, 2004 (this “Amendment”), among Critical Path, Inc., a California corporation (the “Company”), General Atlantic Partners 74, L.P., a Delaware limited partnership, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, GapStar, LLC, a Delaware limited liability company, GAPCO GmbH & Co. KG, a German limited partnership, Campina Enterprises Limited, Cenwell Limited, Great Affluent Limited, Dragonfield Limited and Lion Cosmos Limited (collectively with the Company, the “Parties”),

WITNESSETH:

     WHEREAS, the Parties are each a party to that certain Convertible Note Purchase and Exchange Agreement, dated November 18, 2003 (the “Note Exchange Agreement”); and

     WHEREAS, the Company desires to enter into a Convertible Note Purchase Agreement pursuant to which the Company proposes to issue and sell to Permal U.S. Opportunities Limited, Zaxis Equity Neutral, L.P., Zaxis Institutional Partners, L.P., Zaxis Offshore Limited, Zaxis Partners, L.P., and Passport Master Fund, L.P. convertible notes having an aggregate principal amount of $15 million which notes will be convertible, subject to Stockholder Approval, into shares of Series E Redeemable Convertible Preferred Stock of the Company, par value $0.001 per share (the “Note Purchase Agreement”); and

     WHEREAS, in connection with the execution of the Note Purchase Agreement, the Parties desire to amend the Note Exchange Agreement as set forth herein; and

     WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Note Exchange Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, for the covenants and agreements set forth in the Note Exchange Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

     1.1 Amendments to the Note Exchange Agreement. The Note Exchange Agreement shall be amended as set forth below:

          (a) Section 1.1 of the Note Exchange Agreement shall be amended to add the following:

           ““Note Purchase Agreement” means that certain Convertible Note Purchase Agreement, dated January 16, 2004, among Permal U.S. Opportunities Limited, Zaxis Equity Neutral, L.P., Zaxis Institutional Partners, L.P., Zaxis Offshore Limited, Zaxis Partners, L.P., Passport Master Fund, L.P. and Critical

Path, Inc., a California corporation (the “Company”), pursuant to which the Company shall issue and sell convertible notes in an aggregate principal amount of up to $15 million, which notes shall be convertible, subject to Stockholder Approval, into Series E Preferred Stock or Common Stock, in accordance with such agreement, concurrently with the Conversion and Exchange.”

           ““Subsequent Lenders” means the Lenders as defined in the Note Purchase Agreement.”

           (b) Section 2.6(f) of the Note Exchange Agreement is hereby deleted and amended and restated in its entirety to read as follows:

           ““(f) Subsequent Closing. The consummation of the Exchange and Conversion (the “Subsequent Closing”) shall take place concurrently with the Subsequent Closing under the Note Purchase Agreement as soon as practicable following the satisfaction of the closing conditions set forth in Article VI of this Agreement and Article VI of the Note Purchase Agreement (the “Subsequent Closing Date”), at the offices of Pillsbury Winthrop LLP, 00 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, or at such other time and place as the Company, the Lenders, the CK Purchasers and the Subsequent Lenders may mutually agree. At the Subsequent Closing, signature pages transmitted by facsimile will be acceptable, with originals to follow as soon as practicable thereafter.”

          (c) Section 2.7 of the Note Exchange Agreement is deleted in its entirety.

     1.2 Amendments to Exhibits to the Note Exchange Agreement.

          (a) The form of Amended and Restated Series D Certificate of Determination, attached as Exhibit C to the Note Exchange Agreement, is hereby deleted and amended and restated to read in its entirety in the form set forth as Annex 1 attached hereto.

          (b) The form of Series E Certificate of Determination, attached as Exhibit G to the Note Exchange Agreement, is hereby deleted and amended and restated to read in its entirety in the form set forth as Annex 2 attached hereto.

     1.3 Counterparts. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages transmitted by facsimile will be acceptable, with originals to immediately follow.

     1.4 Continuing Agreement. Except as specifically amended hereby, all of the terms of the Note Exchange Agreement shall remain and continue in full force and effect and are hereby confirmed in all respects.

     1.5 Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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     1.6 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law thereof.

     1.7 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

     1.8 Entire Agreement. This Amendment, together with the Note Exchange Agreement and the exhibits and schedules thereto, and the other Transaction Documents, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or therein. This Amendment and the Note Exchange Agreement, together with the exhibits and schedules thereto, and the other Transaction Documents, supersede all prior agreements and understandings between the parties with respect to such subject matter.

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     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Amendment on the date first written above.

	CRITICAL PATH, INC., a California corporation
	By:	/s/ Xxxxxxx X. XxXxxxxxx, Xx.
		Name:	Xxxxxxx X. XxXxxxxxx, Xx.
		Title:	Chairman, Chief Executive Officer

Signature Page to Amendment to Convertible Note Purchase and Exchange Agreement

	GENERAL ATLANTIC PARTNERS 74, L.P.
	By:	GENERAL ATLANTIC PARTNERS, LLC,
		its General Partner
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	A Managing Member
	GAP COINVESTMENT PARTNERS II, L.P.
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	A General Partner
	GAPSTAR, LLC
	By:	GENERAL ATLANTIC PARTNERS, LLC,
		its Managing Member
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	A Managing Member
	GAPCO GMBH & CO. KG
	By:	GAPCO MANAGEMENT GMBH,
		its General Partner
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	A Managing Director

Signature Page to Amendment to Convertible Note Purchase and Exchange Agreement

	CENWELL LIMITED
	By:	/s/ Ma Lai Xxxx, Xxxxxx
		Name:	Ma Lai Xxxx, Xxxxxx
		Title:	Authorised Person

	CAMPINA ENTERPRISES LIMITED
	By:	/s/ Ma Lai Xxxx, Xxxxxx
		Name:	Ma Lai Xxxx, Xxxxxx
		Title:	Authorised Person

	GREAT AFFLUENT LIMITED
	By:	/s/ Ma Lai Xxxx, Xxxxxx
		Name:	Ma Lai Xxxx, Xxxxxx
		Title:	Authorised Person

	DRAGONFIELD LIMITED
	By:	/s/ Ma Lai Xxxx, Xxxxxx
		Name:	Ma Lai Xxxx, Xxxxxx
		Title:	Authorised Person

	LION COSMOS LIMITED
	By:	/s/ Ma Lai Xxxx, Xxxxxx
		Name:	Ma Lai Xxxx, Xxxxxx
		Title:	Authorised Person

Signature Page to Amendment to Convertible Note Purchase and Exchange Agreement