1 Exhibit 4.7 SUBSCRIPTION February 2, 1996 To: The Board of Directors of Connected Corporation 63 Fountain Street Framingham, MA 01701 Gentlemen: The undersigned hereby subscribes to 115,000 shares of Common Stock, $.01 par value (the "Shares") of Connected Corporation for consideration consisting of $.01 per share in cash, for a total of $1,150.00 I acknowledge that the Shares will be issued to me subject to Securities laws restrictions, and I have been advised that the Shares have not been registered under the Securities Act of 1933 or any state securities laws. I am acquiring the Shares for investment and not with a view to the sale or distribution thereof. I understand that the Shares are being issued to me on the ground that the transaction is exempt under one or more provisions of the Securities Act of 1933 and the applicable state securities laws and I further understand that they must be held by me indefinitely unless registered under such acts or unless an exemption from registration is available for any transfer by me. I further acknowledge the Shares will be subject to certain rights of repurchase by the Corporation and additional restrictions on transfer to any party as follows: a) The Corporation shall have the right to repurchase the Shares at a price of $.01 per share in the event the undersigned ceases to be an employee of the Corporation on or before January 22, 2000 provided, however, that the undersigned may refuse to honor the exercise by the Corporation of such right in the event that such termination has occurred on or after July 22, 1996, but only with respect to that percentage of Shares that is derived by the following formula, which shall be deemed vested for purposes of paragraph (b) below: Percentage of Shares Employee May Retain Upon Termination = Number of Months Occurring Since January 22, 1996 as of the Date of Termination ______________________________________________________ 48 The exercise of such right must occur by notice in writing from the Corporation to the undersigned at the below address within thirty (30) days of the date of termination. b) The undersigned shall not sell, transfer, assign, hypothecate or otherwise encumber in any way any Shares that have not vested pursuant to paragraph (a), above. Very truly yours, /s/ Carl Lazarus Carl Lazarus 130 Berkeley Street West Newton, MA 02165