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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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J.    CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS SUPPLEMENTAL INFORMATION

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L.    AGREEMENTS

WITH HEWLETT-PACKARD COMPANY AND HEWLETT-PACKARD FINANCIAL SERVICES CORPORATION

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Revenue recognition

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Accounting for impairment of long-lived assets

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Restructuring expenses

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Accounting for the allowance for doubtful accounts and sales returns

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Loss Contingencies

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Excess and obsolete inventory

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difficulty integrating acquired technologies, operations and personnel with the existing businesses;

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diversion of management attention in connection with both negotiating the acquisitions and integrating the assets;

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strain on managerial and operational resources as management tries to oversee larger operations;

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the funding requirements for acquired companies may be significant;

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exposure to unforeseen liabilities of acquired companies;

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increased risk of costly and time-consuming litigation, including stockholder lawsuits;

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potential issuance of securities in connection with an acquisition with rights that are superior to the rights of holders of CMGI’s common stock, or which may have a dilutive effect on the common stockholders;

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the need to incur additional debt or use cash; and

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the requirement to record potentially significant additional future operating costs for the amortization of intangible assets.

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demand for its products and services;

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payment of costs associated with its acquisitions, sales of assets and investments;

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timing of sales of assets and marketable securities;

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market acceptance of new products and services;

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seasonality, especially in the eBusiness and Fulfillment segment;

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charges for impairment of long-lived assets in future periods;

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potential restructuring charges in connection with CMGI’s continuing restructuring efforts;

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specific economic conditions in the industries in which CMGI competes; and

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general economic conditions.

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rapidly changing technology;

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evolving industry standards;

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frequent new product and service introductions;

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shifting distribution channels; and

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changing customer demands.

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subjecting them to significant liability for damages;

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resulting in invalidation of their proprietary rights;

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resulting in costly license fees in order to settle such claims;

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being time-consuming and expensive to defend even if such claims are not meritorious; and

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resulting in the diversion of management time and attention.

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                                                                    EXHIBIT 10.1

                                   CMGI, INC.

                 2002 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN

1.   Purpose

     The purpose of this 2002 Non-Officer Employee Stock Incentive Plan (the
"Plan") of CMGI, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the "Code"), and any other
business venture (including, without limitation, joint venture or limited
liability company) in which the Company has a significant interest, as
determined by the Board of Directors of the Company (the "Board").

2.   Eligibility

     All of the Company's employees (and any individuals who have accepted an
offer for employment), other than those who are also officers (within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder) or
directors of the Company, are eligible to be granted options or restricted stock
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant."

3.   Administration and Delegation

     (a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

     (b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or

                                       -1-



subcommittees of the Board (a "Committee"). All references in the Plan to the
"Board" shall mean the Board or a Committee of the Board or the executive
officers referred to in Section 3(c) to the extent that the Board's powers or
authority under the Plan have been delegated to such Committee or executive
officers.

     (c) Delegation to Executive Officers. To the extent permitted by applicable
law, the Board may delegate to one or more executive officers of the Company the
power to grant Awards to employees or officers of the Company or any of its
present or future subsidiary corporations and to exercise such other powers
under the Plan as the Board may determine, provided that the Board shall fix the
terms of the Awards to be granted by such executive officers (including the
exercise price of such Awards, which may include a formula by which the exercise
price will be determined) and the maximum number of shares subject to Awards
that the executive officers may grant; provided further, however, that no
executive officer shall be authorized to grant Awards to any "executive officer"
of the Company (as defined by Rule 3b-7 under the Exchange Act) or to any
"officer" of the Company (as defined by Rule 16a-1 under the Exchange Act).

4.   Stock Available for Awards

     Subject to adjustment under Section 7, Awards may be made under the Plan
for up to 4,150,000 shares of common stock, $.01 par value per share, of the
Company (the "Common Stock"). If (i) any Award expires or is terminated,
surrendered or canceled without having been fully exercised, (ii) any Award is
forfeited in whole or in part, (iii) any Award results in any shares of Common
Stock not being issued or (iv) the shares of Common Stock issued pursuant to any
Award are repurchased by the Company (including without limitation shares of
Common Stock issued upon exercise of an Option (as hereinafter defined) that are
subsequently repurchased by the Company pursuant to a contractual repurchase
right or otherwise), the unused shares of Common Stock covered by such Award or
the shares of Common Stock so repurchased, as the case may be, shall again be
available for the grant of Awards under the Plan. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.

5.   Non-Statutory Stock Options

     (a) General. The Board may grant non-statutory stock options to purchase
Common Stock (each, an "Option") and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. No Option granted under the Plan shall be
intended to be an "incentive stock option" as defined in Section 422 of the
Code.

     (b) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable instrument
evidencing the grant of the Option.

                                       -2-



     (c)  Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable instrument evidencing the grant of the Option.

     (d)  Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(e) for the number of
shares for which the Option is exercised and payment in full as specified in
Section 8(e) of any tax withholding.

     (e)  Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1)  in cash or by check, payable to the order of the Company;

          (2)  except as the Board may, in its sole discretion, otherwise
provide in an instrument evidencing the grant of the Option, by (i) delivery of
an irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price and any
required tax withholding or (ii) delivery by the Participant to the Company of a
copy of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price and any required tax withholding;

          (3)  except as the Board may, in its sole discretion, otherwise
provide in an instrument evidencing the grant of the Option, when the Common
Stock is registered under the Exchange Act, by delivery of shares of Common
Stock owned by the Participant valued at their fair market value as determined
by (or in a manner approved by) the Board in good faith ("Fair Market Value"),
provided (i) such method of payment is then permitted under applicable law and
(ii) such Common Stock, if acquired directly from the Company, was owned by the
Participant at least six months prior to such delivery;

          (4)  to the extent permitted by the Board, in its sole discretion, by
(i) delivery of a full recourse promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine; or

          (5)  by any combination of the above-permitted forms of payment.

     (f)  Substitute Options. In connection with a merger or consolidation of an
entity with and into the Company or the acquisition by the Company of property
or stock of an entity, the Board may grant Options in substitution for any
options or other stock or stock-based awards granted by such entity or an
affiliate thereof. Substitute Options may be granted on such terms as the Board
deems appropriate in the circumstances, notwithstanding any limitations on
Options contained in the other sections of this Section 5 or in Section 2
hereof.

                                       -3-



6.   Restricted Stock.

     (a)  Grants. The Board may grant Awards entitling Participants to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the Participant in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b)  Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.

     (c)  Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

7.   Adjustments for Changes in Common Stock and Certain Other Events

     (a)  Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Option, and (iii) the repurchase price per share subject to
each outstanding Restricted Stock Award shall be appropriately adjusted by the
Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or substitution)
is necessary and appropriate. If this Section 7(a) applies and Section 7(c) also
applies to any event, Section 7(c) shall be applicable to such event, and this
Section 7(a) shall not be applicable.

     (b)  Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least ten business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award granted under the Plan at the time of
the grant of such Award.

                                       -4-



     (c)  Reorganization Events

          (1) Definition. A "Reorganization Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
all of the Common Stock is converted into or exchanged for the right to receive
cash, securities or other property or (b) any exchange of all of the Common
Stock for cash, securities or other property pursuant to a share exchange
transaction; provided, however, that, unless the Board determines otherwise, a
"Reorganization Event" shall not include any transaction that involves the
Company, on the one hand, and any Company Subsidiary (as defined below), on the
other hand. "Company Subsidiary" shall mean any corporation or other entity that
is controlled, directly or indirectly, by the Company.

          (2) Consequences of a Reorganization Event on Options. Upon the
occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall provide that
all outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Reorganization Event, the Option confers the right
to purchase, for each share of Common Stock subject to the Option immediately
prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the consideration received as a result of the
Reorganization Event is not solely common stock of the acquiring or succeeding
corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise of Options to consist solely of common stock of the
acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair
market value to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Reorganization Event.

     Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Reorganization Event and will terminate immediately
prior to the consummation of such Reorganization Event, except to the extent
exercised by the Participants before the consummation of such Reorganization
Event; provided, however, that in the event of a Reorganization Event under the
terms of which holders of Common Stock will receive upon consummation thereof a
cash payment for each share of Common Stock surrendered pursuant to such
Reorganization Event (the "Acquisition Price"), then the Board may instead
provide that all outstanding Options shall terminate upon consummation of such
Reorganization Event and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options. To the extent all or any portion of an
Option becomes exercisable solely as a result of the first

                                       -5-



sentence of this paragraph, upon exercise of such Option the Participant shall
receive shares subject to a right of repurchase by the Company or its successor
at the Option exercise price. Such repurchase right (1) shall lapse at the same
rate as the Option would have become exercisable under its terms and (2) shall
not apply to any shares subject to the Option that were exercisable under its
terms without regard to the first sentence of this paragraph.

     If any Option provides that it may be exercised for shares of Common Stock
which remain subject to a repurchase right in favor of the Company, upon the
occurrence of a Reorganization Event, any shares of restricted stock received
upon exercise of such Option prior to such Reorganization Event shall be treated
in accordance with Section 7(c)(3) as if they were a Restricted Stock Award.

          (3) Consequences of a Reorganization Event on Restricted Stock Awards.
Upon the occurrence of a Reorganization Event, the repurchase and other rights
of the Company under each outstanding Restricted Stock Award shall inure to the
benefit of the Company's successor and shall apply to the cash, securities or
other property which the Common Stock was converted into or exchanged for
pursuant to such Reorganization Event in the same manner and to the same extent
as they applied to the Common Stock subject to such Restricted Stock Award.

8.   General Provisions Applicable to Awards

     (a)  Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b)  Documentation. Each Award shall be evidenced by an instrument in such
form (written, electronic or otherwise) as the Board shall determine. Each Award
may contain terms and conditions in addition to those set forth in the Plan.

     (c)  Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d)  Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e)  Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law,

                                       -6-



satisfy such tax obligations in whole or in part by delivery of shares of Common
Stock, including shares retained from the Award creating the tax obligation,
valued at their Fair Market Value; provided, however, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company's minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income). The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to a Participant.

     (f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type and changing the date of exercise or
realization, provided that the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

     (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

     (h) Acceleration. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

9.   Miscellaneous

     (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then a Participant who exercises an Option between the record date
and the distribution date for such stock dividend shall be entitled to receive,
on

                                       -7-



the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c) Effective Date and Term of Plan. The Plan is effective as of March 13,
2002 (the "Effective Date"). No Awards shall be granted under the Plan after the
completion of ten years from the Effective Date, but Awards previously granted
may extend beyond that date.

     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

     (e) Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.

                                    * * * * *

                                       -8-



                                   CMGI, INC.

                               AMENDMENT NO. 1 TO
                 2002 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN

     The 2002 Non-Officer Employee Stock Incentive Plan (the "Plan") of CMGI,
Inc., a Delaware corporation (the "Corporation"), is hereby amended as follows:

     Section 4 of the Plan is hereby amended and restated in its entirety to
read as follows:

"4.  Stock Available for Awards

     Subject to adjustment under Section 7, Awards may be made under the Plan
for up to 19,150,000 shares of common stock, $.01 par value per share, of the
Company (the "Common Stock"). If (i) any Award expires or is terminated,
surrendered or canceled without having been fully exercised, (ii) any Award is
forfeited in whole or in part, (iii) any Award results in any shares of Common
Stock not being issued or (iv) the shares of Common Stock issued pursuant to any
Award are repurchased by the Company (including without limitation shares of
Common Stock issued upon exercise of an Option (as hereinafter defined) that are
subsequently repurchased by the Company pursuant to a contractual repurchase
right or otherwise), the unused shares of Common Stock covered by such Award or
the shares of Common Stock so repurchased, as the case may be, shall again be
available for the grant of Awards under the Plan. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares."

                                              * * * * *

                                              Adopted by the Board of Directors
                                              on May 20, 2002.

                                       -9-

                                                                    EXHIBIT 10.2

February 18, 2002

George A. McMillan
25 Thornbury Lane
Sudbury, MA 01776

Dear George:

It is a distinct pleasure to offer you the position of Chief Executive Officer
of CMGI, Inc. ("CMGI"), effective March 1, 2002 and subject to approval by the
Board of Directors of CMGI. In connection with your promotion to Chief Executive
Officer, you will also be elected to the CMGI Board of Directors. The terms of
this offer letter shall supersede the terms of your offer letter dated June 11,
2001 (other than with respect to the option grant and its terms and conditions
as outlined and described in such letter dated June 11, 2001).

Your starting annualized salary will be $500,000, which represents $19,230.77
every two weeks.

You will also be eligible to receive a target annualized bonus for fiscal year
2002 of $450,000 based on successful satisfaction of fiscal year 2002 business
objectives that will be set and agreed to by CMGI and you. Your fiscal year 2002
bonus will be guaranteed at a minimum of $300,000. In addition, you shall be
eligible to receive potential additional bonus amounts up to $450,000 based on
business achievements above and beyond the targets set by CMGI and you. Any
bonus payments will be paid to you after the end of fiscal year 2002 in
accordance with the written business objectives plan. Your bonus plan for fiscal
year 2003 will be set by the Compensation Committee of the Board of Directors of
CMGI.

In addition, on today's date, you will be granted an option to purchase
2,750,000 shares of CMGI common stock under the CMGI 2000 Stock Incentive Plan
(the "Plan"). This option will have an exercise price equal to $1.42, the
closing price on the Nasdaq National Market (during normal trading hours) on
Friday, February 15, 2002 (the last trading day prior to the date hereof), and
it will be divided into three tranches. The first tranche of the option shall
cover 1,250,000 shares and shall vest as follows: 25% on the earlier to occur of
(i) the first anniversary of the date hereof and (ii) the First Confirmation
Date (as defined below), and monthly thereafter commencing on the 13th monthly
anniversary of the date hereof for the next three (3) years (whereby 1/48th of
the original number of the shares underlying the first tranche of the option
shall vest on each monthly anniversary date of the date hereof starting on the
13th monthly anniversary date of the date of grant, until fully vested on the
fourth anniversary of the date hereof). The option shall have a seven (7) year
term.

The second tranche of the option shall cover 1,000,000 shares and shall vest as
follows: 25% on the first anniversary of the First Confirmation Date and monthly
thereafter for the next three (3) years (whereby 1/48th of the original number
of the shares underlying the second tranche of the



option shall vest on each monthly anniversary date of the First Confirmation
Date starting on the 13th monthly anniversary date of the First Confirmation
Date, until fully vested on the fourth anniversary of the First Confirmation
Date). Notwithstanding the foregoing, in the event that the First Confirmation
Date does not occur prior to February 18, 2007, the second tranche of the option
shall nonetheless become fully vested on such date. For purposes of this offer
letter, "First Confirmation Date" shall be defined as the first date following
the date hereof that CMGI publicly announces Net Operating Income (as defined
below) on a consolidated basis for a fiscal quarter commencing after the date
hereof greater than zero dollars.

The third tranche of the option shall cover 500,000 shares and shall vest as
follows: 25% on the first anniversary of the Second Confirmation Date (as
defined below) and monthly thereafter for the next three (3) years (whereby
1/48th of the original number of the shares underlying the option shall vest on
each monthly anniversary date of the Second Confirmation Date starting on the
13/th/ monthly anniversary date of the Second Confirmation Date, until fully
vested on the fourth anniversary of the Second Confirmation Date).
Notwithstanding the foregoing, in the event that the Second Confirmation Date
does not occur prior to February 18, 2007, the third tranche of the option shall
nonetheless become fully vested on such date. For purposes of this offer letter,
"Second Confirmation Date" shall be defined as the first date following the
First Confirmation Date that CMGI publicly announces Net Operating Income on a
consolidated basis for a fiscal quarter greater than that reached on the First
Confirmation Date.

For purposes of this offer letter, "Net Operating Income" shall be defined as
operating income excluding expenses related to in-process research and
development, depreciation, restructuring, long-lived asset impairment and
amortization of intangible assets and stock-based compensation.

All options shall be subject to all terms, limitations, restrictions and
termination provisions set forth in the Plan and in the separate option
agreements (which shall be based upon CMGI's standard form option agreement)
that shall be executed to evidence the grant of any options. Enclosed you will
find a copy of a Non-Competition Agreement, the execution of which is required
as a condition of CMGI granting you an option to purchase CMGI common stock.

In lieu of a car allowance, you will be permitted primary use of the Chief
Executive Officer security-protected BMW that is presently leased by CMGI until
such time as CMGI disposes of such automobile. Until such time as CMGI disposes
of such automobile, CMGI will continue to make the monthly payments including,
without limitation, customary insurance and annual tax payments that relate to
such automobile lease.

As an employee of CMGI, you may participate in any and all bonus and benefit
programs that CMGI establishes and makes generally available to its employees
from time to time, provided you are eligible under (and subject to all
provisions of) the plan documents governing those programs.



Additionally, you will continue to accrue vacation time at a rate of 10.00 hours
per month (3 weeks per year) beginning on your first month of employment, but in
no event shall you accrue vacation time beyond 80 hours.

The Amended and Restated Executive Severance Agreement attached hereto as
Exhibit A contains additional terms that shall be applicable to your employment,
and Exhibit A shall be incorporated herein by reference. For purposes of the
Amended and Restated Executive Severance Agreement, your target bonus for fiscal
year 2002 shall be deemed to be $450,000.

In connection with your election to the Board of Directors of CMGI, you and CMGI
shall enter into the Indemnification Agreement attached hereto as Exhibit B. In
addition, CMGI hereby confirms that in connection with your employment by CMGI,
CMGI shall provide you with indemnification to the fullest extent authorized by
CMGI's Certificate of Incorporation and By-Laws.

CMGI agrees that it shall pay the reasonable costs and expenses of one counsel
to you in connection with the preparation of this offer letter and the other
documents contemplated hereby, up to a maximum payment by CMGI of $2,000.

Please confirm your acceptance of this position by signing one copy of this
letter and returning it to me. Additionally, please sign and return the enclosed
Non-Competition Agreement.

Your employment with CMGI will be "at-will". This means that your employment
with CMGI may be terminated by either you or CMGI at any time and for any
reason, with or without notice. This offer expires as of the close of business
on Tuesday, February 19, 2002. This offer and the Amended and Restated Executive
Severance Agreement constitute the entire agreement between the parties and
supersede all prior offers, both oral and written (other than those portions of
the June 11, 2001 offer letter as described above). This letter does not
constitute a guarantee of employment or a contract.

We are very pleased by the prospect of your new role with CMGI, and we are
confident that you will make a significant contribution to our future success!

Sincerely,

/s/ David S. Wetherell

David S. Wetherell
Chairman of the Board, CMGI, Inc.


/s/ George A. McMillan                               February 18, 2002
- ----------------------                               -----------------
George A. McMillan                                   DATE

                                                                    EXHIBIT 10.3

               AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
               --------------------------------------------------

         THIS AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT ("Agreement")
by and between CMGI, Inc., a Delaware corporation (the "Company"), and George A.
McMillan (the "Executive"), is made as of March 1, 2002.

         WHEREAS, effective as the date hereof, the Executive has been promoted
to the position of Chief Executive Officer of the Company;

         WHEREAS, the Company has determined that appropriate steps should be
taken to reinforce and encourage the continued employment and dedication of the
Executive;

         WHEREAS, the Company and the Executive are parties to an Executive
Severance Agreement dated as of June 11, 2001; and

         WHEREAS, the parties desire to amend and restate the Executive
Severance Agreement;

         NOW, THEREFORE, as an inducement for and in consideration of the
Executive remaining in its employ, the Company agrees that the Executive shall
receive the severance benefits set forth in this Agreement in the event the
Executive's employment with the Company is terminated under the circumstances
described below; and for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree that the Executive Severance Agreement
be and hereby is amended and restated in its entirety as follows:

1.       Term of Agreement.  The term of this Agreement shall be June 11, 2001
through the last day of Executive's employment with the Company.

2.       Not an Employment Contract. The Executive acknowledges that this
Agreement does not constitute a contract of employment or impose on the Company
any obligation to retain the Executive as an employee and that this Agreement
does not prevent the Executive from terminating his employment. Executive
understands and acknowledges that he is an employee at will and that either he
or the Company may terminate the employment relationship between them at any
time and for any reason.

3.       Severance Payment.  (a) In the event the employment of the Executive is
terminated by the Company for a reason other than for Cause (as defined below),
or by the Executive for Good Reason (as defined below), the Company shall pay to
the Executive a severance payment equal to 12 months of his then-current monthly
base salary plus target bonus, as in effect on the Executive's last day of
employment, and will reimburse the Executive for cost of COBRA for medical,
dental and vision for 12 months following the Executive's last day of
employment. The severance payment shall be payable in full within 10 business
days after the termination of Executive's employment, unless the parties agree
otherwise. Additionally, in the event that prior to July 9, 2003 there occurs a
termination giving rise to a severance payment by the Company to Executive
pursuant to this Section 3(a), 50% of the then-unvested options to purchase
shares of common stock of the Company pursuant to options granted to Executive
on July 9, 2001 ("Initial Options") shall immediately become exercisable in full
and shall be deemed fully vested.



Additionally, and not in limitation of the previous sentence, (A) in the event
that prior to February 18, 2004 there occurs a termination giving rise to a
severance payment by the Company to Executive pursuant to this Section 3(a), 25%
of the then-unvested options to purchase shares of common stock of the Company
pursuant to options granted to Executive on February 18, 2002 ("CEO Options")
shall immediately become exercisable in full and shall be deemed fully vested,
and (B) in the event that on or after February 18, 2004 there occurs a
termination giving rise to a severance payment by the Company to Executive
pursuant to this Section 3(a), 50% of the then-unvested CEO Options shall
immediately become exercisable in full and shall be deemed fully vested. In the
event of any termination of employment giving rise to a severance payment
pursuant to this Section 3(a), the Executive shall have the right to exercise
any vested Initial Options and CEO Options following such termination of
employment, unless the options terminate sooner by the terms of the underlying
option agreement, as follows:

                           -        Executive shall have at least 90 days
                                    following the termination date of his
                                    employment to exercise his vested Initial
                                    Options and CEO Options;

                           -        Executive shall be entitled to exercise his
                                    vested Initial Options and CEO Options
                                    following the termination date of his
                                    employment for a number of months following
                                    such termination date equal to the number of
                                    months he worked for the Company (rounded up
                                    to the next month in the event the
                                    Executive's termination date is on or after
                                    the 15th day of the month);

                           -        In no event shall Executive be entitled to
                                    exercise his vested Initial Options and CEO
                                    Options following his termination date for a
                                    period greater than 365 days.

         In the event the severance payment and other such benefits, including
but not limited to Initial Options and CEO Options being accelerated pursuant to
this Section 3(a), are paid to the Executive by the Company pursuant to this
Section 3(a), then Section 3(b) shall not apply and shall have no further force
or effect.

         (b) In the event the employment of the Executive is terminated by the
Company for a reason other than for Cause within twelve (12) months following a
Change of Control (as defined below) of the Company or by the Executive for Good
Reason within twelve (12) months following a Change of Control of the Company,
the Company shall pay to the Executive a severance payment equal to 24 months of
his then-current monthly base salary plus target bonus, as in effect on the
Executive's last day of employment, and will reimburse the Executive for cost of
COBRA for medical, dental and vision for 18 months following the Executive's
last day of employment. The severance payment shall be payable in full within 10
business days after the termination of Executive's employment, unless the
parties agree otherwise. Additionally, in the event of a termination giving rise
to a severance payment by the Company to Executive pursuant to this Section
3(b), each outstanding option to purchase shares of common stock of the Company
then held by the Executive shall immediately become exercisable in full and
shall be deemed fully vested. In the event of any termination of employment
giving rise to a severance payment pursuant to this Section 3(b), with respect
to Initial Options and CEO Options, the

                                      -2-



Executive shall have the right to exercise any vested Initial Options and CEO
Options within a 12-month time period following such termination of employment,
unless the options terminate sooner by the terms of the underlying option
agreement. All other options shall be exercisable in accordance with their
terms. In the event the severance payment and other such benefits (including but
not limited to options being accelerated pursuant to this Section 3(b)) are paid
to the Executive by the Company pursuant to this Section 3(b), then Section 3(a)
shall not apply and shall have no further force or effect.

      (c)   The Executive agrees that prior to payment of the severance payment
pursuant to this Section 3 and prior to the provision of benefits and
acceleration of stock options called for by Section 3, Executive shall execute a
release, based on the Company's standard form (including mutual confidentiality
and non-disparagement provisions), of any and all claims he may have against the
Company and its officers, directors, employees and affiliates, except for his
right to enforce any post-employment obligations to him, including obligations
of the Company under this Agreement and stock option agreements, and
indemnification in his capacity as an officer, director or otherwise of the
Company and its affiliates. Executive understands and agrees that the payment of
the severance payment, provision of benefits and the acceleration of options
called for by Section 3 are contingent on his execution of the previously
described release of claims. The payment to the Executive of the amounts payable
under this Section 3 (and acceleration of options, if applicable) shall
constitute the sole remedy of the Executive in the event of a termination of the
Executive's employment.

      (d)   In the event that any amounts payable to the Executive pursuant to
this Section 3 are characterized as "excess parachute payments" pursuant to
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then
the Executive may elect to reduce the amounts payable to the Executive hereunder
or to have a portion of the stock options not vest in order to avoid any "excess
parachute payment" under Section 280G(b)(1) of the Code; provided that any such
election shall not adversely affect the Company. Unless the parties hereto
otherwise agree in writing, any determination required under this Section 3(d)
shall be made in writing by independent public accountants reasonably agreed to
by the parties hereto (the "Accountants"), whose determination shall be
conclusive and binding upon the parties for all purposes. For purposes of making
the calculations required by this Section 3(d), the Accountants may rely on
reasonable, good faith interpretations concerning the application of Section
280G and Section 4999 of the Code. The parties agree to furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make the required determinations. The Executive shall bear
all fees and expenses the Accountants may reasonably charge in connection with
the services contemplated by this Section 3(d).

4.       Definitions.  For purposes of this Agreement, the following terms shall
have the following meanings:

         (a) "Cause" shall mean a good faith finding by the Board of Directors
of the Company, after giving Executive an opportunity to be heard, of: (i)
dishonest, gross negligent or willful misconduct by Executive in connection with
his employment duties, (ii) continued failure by Executive to perform his duties
or responsibilities required pursuant to his employment, after written notice
and an opportunity to cure, (iii) mis-appropriation by Executive of the assets
or business opportunities of the Company, or its affiliates, (iv) embezzlement
or other financial or

                                      -3-



other fraud committed by Executive, (v) the Executive knowingly allowing any
third party to commit any of the acts described in any of the preceding clauses
(iii) or (iv), or (vi) the Executive's indictment for, conviction of, or entry
of a plea of no contest with respect to, any felony or any crime involving moral
turpitude.

     (b)  "Good Reason" shall mean: (i) the unilateral relocation by the Company
of the Executive's principal work place for the Company to a site more than 60
miles from Andover, Massachusetts, (ii) a reduction in the Executive's (A)
then-current base salary without the Executive's consent, or (B) target bonus or
a material reduction in benefits without the Executive's consent, or unless
other executive officers are similarly treated, (iii) material diminution of
Executive's duties, authority or position as Chief Executive Officer of the
Company, without the Executive's consent, (iv) any amendment following the date
hereof to the officer indemnification provisions contained in Article Ninth of
the Company's certificate of incorporation that materially reduces the
indemnification benefits to the Executive, or (v) death or permanent and total
disability (as defined in Section 22(e)(3) of the Code) of the Executive.

     (c)  "Change of Control" shall mean the first to occur of any of the
following: (a) any "person" or "group" (as defined in the Securities Exchange
Act of 1934) becomes the beneficial owner of a majority of the combined voting
power of the then outstanding voting securities with respect to the election of
the Board of Directors of the Company; (b) any merger, consolidation or similar
transaction involving the Company, other than a transaction in which the
stockholders of the Company immediately prior to the transaction hold
immediately thereafter in the same proportion as immediately prior to the
transaction not less than 50% of the combined voting power of the then voting
securities with respect to the election of the Board of Directors of the
resulting entity; or (c) any sale of all or substantially all of the assets of
the Company.

5.   Termination of Employment. Upon termination of Executive's employment with
the Company for any reason, in addition to any severance payments or other
benefits which may be payable under Section 3 of this Agreement, Executive shall
be entitled to receive all salary and benefits through the last day of his
employment. In addition, in the event the Executive is terminated for other than
Cause or the Executive terminates his employment for Good Reason, Executive
shall be entitled to a pro rata share of his earned target bonus, such earned
target bonus to be determined in accordance with the terms and provisions of the
Executive's target bonus plan.

6.   Miscellaneous.

     (a)  Notices. Any notices delivered under this Agreement shall be deemed
duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it is
sent for next-business day delivery via a reputable nationwide overnight courier
service, in each case to the address of the recipient set forth in the
introductory paragraph hereto. Either party may change the address to which
notices are to be delivered by giving notice of such change to the other party.
All notices to the Company shall also be addressed to the Company's General
Counsel.

                                       -4-



     (b)  Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.

     (c)  Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.

     (d)  Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Executive.

     (e)  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts. Any action, suit
or other legal arising under or relating to any provision of this Agreement
shall be commenced only in a court of the Commonwealth of Massachusetts (or, if
appropriate, a federal court located within Massachusetts), and the Company and
the Executive each consents to the jurisdiction of such a court. The Company and
the Executive each hereby irrevocably waive any right to a trial by jury in any
action, suit or other legal proceeding arising under or relating to any
provision of this Agreement.

     (f)  Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business, provided, however, that the
obligations of the Executive are personal and shall not be assigned by him or
her.

     (g)  Waivers. No delay or omission by the Company in exercising any right
under this 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 or waiver of any right
on any other occasion.

     (h)  Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

     (i)  Severability. In case any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.

                                    * * * * *

                                       -5-



THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.

                              CMGI, Inc.

                              By: /s/ Jeffrey Yanagi

                              Title: EVP Human Resources


                              /s/ George A. McMillan
                              ----------------------
                              George A. McMillan

                                       -6-

                                                                    EXHIBIT 10.4

March 1, 2002

Thomas Oberdorf
49 Miller Circle
Armonk, NY 10504

Dear Tom:

It is a distinct pleasure to offer you the position of Chief Financial Officer
and Treasurer of CMGI, Inc. ("CMGI" or the "Company"). In this capacity you will
report to George McMillan, Chief Executive Officer, CMGI.

Your starting salary will be $12,500 bi-weekly, which is equivalent to an
annualized base salary of $325,000. You will also be eligible to receive a
pro-rated bonus for fiscal year 2002 based on a target annualized bonus of
$162,500. This bonus will be based on successful satisfaction of fiscal year
2002 business objectives pursuant to the terms and conditions of CMGI's FY 2002
Bonus Plan for CMGI Corporate. Your target annualized bonus for fiscal year 2002
will be 50% of your base salary.

You are eligible for relocation benefits up to a maximum of $150,000. These
benefits are outlined in CMGI's Relocation Policy, which is attached for your
reference. All relocation will be coordinated through MSI, the relocation vendor
for the Company. Please contact Joyce Fantasia to initiate the relocation
process. Should you take advantage of these benefits, and terminate either
voluntarily or for cause (as defined below), during the first year following
your effective date of hire, 100% of all funds provided to you for relocation
will be immediately repayable to the Company. If you terminate either
voluntarily or for cause during the second year following your effective date of
hire, 50% of the total funds provided to you will be immediately repayable to
the Company.

For purposes of this offer letter, "cause" shall mean a good faith finding by
the Company of: (i) gross negligence or willful misconduct by you in connection
with your employment duties, (ii) failure by you to perform your duties or
responsibilities required pursuant to your employment, after written notice and
an opportunity to cure, (iii) misappropriation by you of the assets or business
opportunities of the Company or its affiliates, (iv) embezzlement or other
financial fraud committed by you, (v) you knowingly allowing any third party to
commit any of the acts described in any of the preceding clauses (iii) or (iv),
or (vi) your indictment for, conviction of, or entry of a plea of no contest
with respect to, any felony.

In addition, on your start date, you will be granted an option to purchase
750,000 shares of CMGI common stock under the CMGI 2000 Stock Incentive Plan
(the "Plan"). This option will be priced at the closing price on the date of
grant and it will be divided into three tranches. The first tranche of the
option shall cover 350,000 shares and shall vest as follows: 25% on the earlier
to occur of (i) the first anniversary of the date of grant and (ii) the First
Confirmation Date (as defined below), and monthly thereafter commencing on the
13th monthly anniversary of the date of grant for the next three (3) years
(whereby 1/48th of the original number of the shares underlying the first
tranche of the option shall vest



on each monthly anniversary date of the date of grant starting on the 13th
monthly anniversary date of the date of grant, until fully vested on the fourth
anniversary of the date of grant). The option shall have a seven (7) year term.

The second tranche of the option shall cover 250,000 shares and shall vest as
follows: 25% on the first anniversary of the First Confirmation Date and monthly
thereafter for the next three (3) years (whereby 1/48th of the original number
of the shares underlying the second tranche of the option shall vest on each
monthly anniversary date of the First Confirmation Date starting on the 13th
monthly anniversary date of the First Confirmation Date, until fully vested on
the fourth anniversary of the First Confirmation Date). Notwithstanding the
foregoing, in the event that the First Confirmation Date does not occur prior to
the fifth anniversary of the date of grant, the second tranche of the option
shall nonetheless become fully vested on such date. For purposes of this offer
letter, "First Confirmation Date" shall be defined as the first date following
the date of grant that CMGI publicly announces Net Operating Income (as defined
below) on a consolidated basis for a fiscal quarter commencing after the date of
grant greater than zero dollars.

The third tranche of the option shall cover 150,000 shares and shall vest as
follows: 25% on the first anniversary of the Second Confirmation Date (as
defined below) and monthly thereafter for the next three (3) years (whereby
1/48th of the original number of the shares underlying the option shall vest on
each monthly anniversary date of the Second Confirmation Date starting on the
13th monthly anniversary date of the Second Confirmation Date, until fully
vested on the fourth anniversary of the Second Confirmation Date).
Notwithstanding the foregoing, in the event that the Second Confirmation Date
does not occur prior to the fifth anniversary of the date of grant, the third
tranche of the option shall nonetheless become fully vested on such date. For
purposes of this offer letter, "Second Confirmation Date" shall be defined as
the first date following the First Confirmation Date that CMGI publicly
announces Net Operating Income on a consolidated basis for a fiscal quarter
greater than that reached on the First Confirmation Date. .

For purposes of this offer letter, "Net Operating Income" shall be defined as
operating income excluding expenses related to in-process research and
development, depreciation, restructuring, long-lived asset impairment and
amortization of intangible assets and stock-based compensation.

All options described above shall be subject to all terms, limitations,
restrictions and termination provisions set forth in the Plan and in the
separate option agreements (which shall be based upon the Company's standard
form option agreement) that shall be executed to evidence the grant of such
options. Enclosed you will find a copy of a Non-Competition Agreement, the
execution of which is required as a condition of the Company granting you an
option to purchase CMGI common stock and your employment with the Company.
Additionally, as a condition of employment with CMGI, you are required to
execute the enclosed Non-Disclosure and Developments Agreement.

As an employee of CMGI, you may participate in any and all bonus and benefit
programs that the Company establishes and makes generally available to its
employees from time to time, provided you are eligible under (and subject to all
provisions of) the plan documents governing those programs. Details of the
benefits offered will be reviewed with you in orientation on your first day of
employment.



In accordance with current federal law, you will be asked to provide
documentation proving your eligibility to work in the United States. Please
review the enclosed Employment Eligibility Verification Form (Form I9) and the
list of acceptable documents that are required. You must bring this on your
first day of employment. If you fail to bring proper documentation with you on
your first day of work, you will be asked to go home to collect your paperwork.
Unfortunately, there can be no exceptions. If you do not bring proper
documentation, you will be considered ineligible for employment and CMGI will
not add you to its payroll until the required I9 documentation is received.

Please confirm your acceptance of this position and your start date by signing
one copy of this letter and returning it to me. Additionally, please complete,
sign and return the enclosed Employee Information sheet along with the Sexual
Harassment policy, Massachusetts Tax Form, W4, Direct Deposit Form and both
agreements that are enclosed. All documents along with one copy of your signed
offer letter must be returned by the end of business on Thursday, if you wish to
start the following Monday.

If you choose to fax the documents, please fax a copy of your signed offer
letter and all the enclosed documents to 978/684-3816 and bring the originals
with you on your first day. If you wish to overnight the original documents,
please mail one copy of your signed offer letter and the entire enclosed package
to CMGI Attention: Joyce Fantasia 100 Brickstone Square Andover, MA 01810.

Your employment with CMGI will be "at-will". This means that your employment
with CMGI may be terminated by either you or CMGI at any time and for any
reason, with or without notice. This offer expires as of the close of business
on Friday, March 8, 2002. This offer supersedes all prior offers, both verbal
and written. This letter does not constitute a guarantee of employment or a
contract.

Thomas, we are very pleased by the prospect of your addition to the CMGI team,
and we are confident that you will make a significant contribution to our future
success!

Sincerely,

/s/ Jeffrey Yanagi

Jeff Yanagi
Executive Vice President
Human Resources

/s/ Thomas Oberdorf
- -------------------
THOMAS OBERDORF

March 4, 2002
- -------------
START DATE

                                                                    EXHIBIT 10.5

                          EXECUTIVE SEVERANCE AGREEMENT

         THIS EXECUTIVE SEVERANCE AGREEMENT ("Agreement") by and between CMGI,
Inc., a Delaware corporation (the "Company") headquartered at 100 Brickstone
Square, Andover, Massachusetts and Thomas Oberdorf (the "Executive"), is made as
of March 4, 2002.

         WHEREAS, the Board of Directors of the Company (the "Board") has
determined that Executive will play a critical role in the operations of the
Company; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued employment and dedication of the
Executive.

         NOW, THEREFORE, as an inducement for and in consideration of the
Executive remaining in its employ, the Company agrees that the Executive shall
receive the severance benefits set forth in this Agreement in the event the
Executive's employment with the Company is terminated under the circumstances
described below.

1.       Not an Employment Contract. The Executive acknowledges that this
Agreement does not constitute a contract of employment or impose on the Company
any obligation to retain the Executive as an employee and that this Agreement
does not prevent the Executive from terminating his employment. Executive
understands and acknowledges that he is an employee at will and that either he
or the Company may terminate the employment relationship between them at any
time and for any reason.

2.       Severance Pay.

(a)      Severance Pay Following a Change in Control. In the event a Change in
Control (as defined below) occurs and, within one (1) year thereafter, the
employment of the Executive is terminated by the Company for a reason other than
for Cause (as defined below) or by the Executive for Good Reason (as defined
below), then the Company shall pay to the Executive (as severance pay) a lump
sum payment equal to (i) his then current base salary multiplied by two (2),
plus (ii) his then current target bonus multiplied by two (2), within 30 days
after the Termination Date (as defined below). The Executive agrees that after
the Termination Date, but prior to payment of the severance pay and bonus called
for by this paragraph, he shall execute a release, based on the Company's
standard form severance agreement, of any and all claims he may have against the
Company and its officers, employees, directors, parents and affiliates.
Executive understands and agrees that the payment of the severance pay and bonus
called for by this paragraph are contingent on his execution of the previously
described release of claims.

(b)      Severance Pay Absent a Change in Control. In the event the employment
of the Executive is terminated by the Company for a reason other than for Cause
(as defined below), then the Company shall continue to pay to the Executive (as
severance pay), (i) his regular base salary as in effect on the Executive's last
day of employment (exclusive of bonus or any other compensation), for one (1)
year following the Termination Date (as defined below), plus (ii) at the end of
such year, the amount of Executive's target bonus as in effect on the
Executive's last day of employment. Unless the parties agree otherwise, the
severance pay provided for in clause



(i) above shall be paid in installments, in accordance with the Company's
regular payroll practices, and the severance pay set forth in (ii) above shall
be paid within 30 days of the end of the fiscal year to which such amount
relates. The Executive agrees that after the Termination Date, but prior to
payment of the severance pay and bonus called for by this paragraph, he shall
execute a release, based on the Company's standard form severance agreement, of
any and all claims he may have against the Company and its officers, employees,
directors, parents and affiliates. Executive understands and agrees that the
payment of the severance pay and bonus called for by this paragraph are
contingent on his execution of the previously described release of claims.

(c)      Sole Remedy. The payment to the Executive of the amounts payable under
this Section 2 shall constitute the sole remedy of the Executive in the event of
a termination of the Executive's employment by the Company or a resignation by
the Executive that results in payment of benefits under this Section 2.

3.       Definitions. For purposes of this Agreement, the following terms shall
have the following meanings:

(a)      "Cause" shall mean a good faith finding by the Company of: (i) gross
negligence or willful misconduct by Executive in connection with his employment
duties, (ii) failure by Executive to perform his duties or responsibilities
required pursuant to his employment, after written notice and an opportunity to
cure, (iii) mis-appropriation by Executive of the assets or business
opportunities of the Company, or its affiliates, (iv) embezzlement or other
financial fraud committed by Executive, (v) the Executive knowingly allowing any
third party to commit any of the acts described in any of the preceding clauses
(iii) or (iv), or (vi) the Executive's indictment for, conviction of, or entry
of a plea of no contest with respect to, any felony.

(b)      "Good Reason" shall mean: (i) the unilateral relocation by the Company
of the Executive's principal work place for the Company to a site more than 60
miles from Andover, Massachusetts; (ii) a reduction in the Executive's then
current base salary, without the Executive's consent; or (iii) the Executive's
assignment to a position where the duties of the position are outside his area
of professional competence.

(c)      "Change in Control" shall mean the consummation of any of the following
events: (i) a sale, lease or disposition of all or substantially all of the
assets of the Company, or (ii) a sale, merger, consolidation, reorganization,
recapitalization, sale of assets, stock purchase, contribution or other similar
transaction (in a single transaction or a series of related transactions) of the
Company with or into any other corporation or corporations or other entity, or
any other corporate reorganization, where the stockholders of the Company
immediately prior to such event do not retain (in substantially the same
percentages) beneficial ownership, directly or indirectly, of more than fifty
percent (50%) of the voting power of and interest in the successor entity or the
entity that controls the successor entity, provided, however, that no Change in
Control shall be deemed to have occurred due to the conversion or payment of any
equity or debt instrument of the Company which is outstanding on the date
hereof.

(d)      "Termination Date" shall mean the Executive's last day on the payroll
of the Company.

                                      -2-







4.       Miscellaneous.

(a)      Notices. Any notices delivered under this Agreement shall be deemed
duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it is
sent for next-business day delivery via a reputable nationwide overnight courier
service, in each case to the address of the recipient set forth in the
introductory paragraph hereto. Either party may change the address to which
notices are to be delivered by giving notice of such change to the other party.
All notices to the Company shall also be addressed to the Company's General
Counsel.

(b)      Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.

(c)      Entire Agreement.  This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.

(d)      Amendment.  This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Executive.

(e)      Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts. Any action, suit
or other legal arising under or relating to any provision of this Agreement
shall be commenced only in a court of the Commonwealth of Massachusetts (or, if
appropriate, a federal court located within Massachusetts), and the Company and
the Executive each consents to the jurisdiction of such a court. The Company and
the Executive each hereby irrevocably waive any right to a trial by jury in any
action, suit or other legal proceeding arising under or relating to any
provision of this Agreement.

(f)      Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business, provided, however, that the
obligations of the Executive are personal and shall not be assigned by him.

(g)      Waivers. No delay or omission by the Company in exercising any right
under this 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 or waiver of any right
on any other occasion.

(h)      Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

                                      -3-



(i)     Severability. In case any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.

        THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.

                                                      CMGI, Inc.


                                                      By: /s/ Jeffrey Yanagi
                                                          -------------------
                                                      Title: EVP Human Resources


                                                      /s/ Thomas Oberdorf
                                                      -------------------
                                                      Thomas Oberdorf

                                      -4-

                                                                    EXHIBIT 10.6

                            INDEMNIFICATION AGREEMENT

         This Agreement is made as of the 1st day of February 2002, by and
between CMGI, Inc., a Delaware corporation (collectively with its direct and
indirect majority owned subsidiaries, the "Corporation"), and James Barnett
("Indemnitee"), a director or officer of the Corporation.

         WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available, and

         WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks, and

         WHEREAS, the Corporation has adopted an Article in its Restated
Certificate of Incorporation (the "Charter") and a By-Law providing for the
indemnification of Officers and Directors of the Corporation as authorized by
Section 45 of the Delaware General Corporation Law, and

         WHEREAS, Indemnitee has indicated that he does not regard the
protection available under the Corporation's Charter and insurance as adequate
in the present circumstances, and may not be willing to serve or continue to
serve as a director or officer without adequate protection, and

         WHEREAS, the Corporation desires Indemnitee to serve, or continue to
serve, as a director or officer of the Corporation.

         NOW THEREFORE, the Corporation and Indemnitee do hereby agree as
follows:

         1.  Agreement to Serve. Indemnitee agrees to serve or continue to serve
as a director or officer of the Corporation for so long as Indemnitee is duly
elected or appointed or until such time as Indemnitee tenders Indemnitee's
resignation or Indemnitee's status as a director or officer is terminated.

         2.  Definitions. As used in this Agreement:

             (a)  The term "Proceeding" shall include any threatened, pending or
completed action, suit, arbitration, alternative dispute resolution proceeding,
administrative hearing or other proceeding, whether brought by or in the right
of the Corporation or otherwise and whether of a civil, criminal, administrative
or investigative nature, and any appeal therefrom.

             (b)  The term "Corporate Status" shall mean the status of a person
who is or was a director or officer of the Corporation, or is or was serving, or
has agreed to serve, at the request of the Corporation, as a director, officer,
partner, trustee, member, employee or agent of a subsidiary of the Corporation
or another corporation, partnership, joint venture, trust, limited liability
company or other enterprise.



         (c)  The term "Expenses" shall include, without limitation, reasonable
attorneys' fees, retainers, court costs, transcript costs, fees and expenses of
experts, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and other disbursements or
expenses of the types customarily incurred in connection with investigations,
judicial or administrative proceedings or appeals, but shall not include the
amount of judgments, fines or penalties against Indemnitee or amounts paid in
settlement in connection with such matters.

         (d)  References to "other enterprise" shall include employee benefit
plans; references to "fines" shall include any excise tax assessed with respect
to any employee benefit plan; references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the Corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Agreement.

         (e)  The term "Change of Control" shall mean the consummation of any of
the following events: (i) a sale, lease or disposition of all or substantially
all of the assets of the Corporation or a subsidiary of which Indemnitee is an
officer, or (ii) a merger or consolidation (in a single transaction or a series
of related transactions) of the Corporation or a subsidiary of which Indemnitee
is an officer with or into any other corporation or corporations or other
entity, or any corporate reorganization, where the stockholders of the
Corporation or a subsidiary of which Indemnitee is an officer immediately prior
to such event do not retain (in substantially the same percentages) beneficial
ownership, directly or indirectly, of more than fifty percent (50%) of the
voting power of and interest in the successor entity or the entity that controls
the successor entity.

     3.  Indemnification in Third-Party Proceedings. The Corporation shall
indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if
Indemnitee was or is a party to or threatened to be made a party to or otherwise
involved in any Proceeding (other than a Proceeding by or in the right of the
Corporation to procure a judgment in its favor) by reason of the Indemnitee's
Corporate Status or by reason of any action alleged to have been taken or
omitted in connection therewith, against all Expenses, judgments, fines,
penalties, liabilities or losses and, to the extent permitted by law, amounts
paid or to be paid in settlement actually and reasonably incurred by Indemnitee
or on his behalf in connection with such Proceeding, if Indemnitee acted in good
faith and in a manner which Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to of any
criminal Proceeding, had no reasonable cause to believe that his conduct was
unlawful. The termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal Proceeding,
had reasonable cause to believe that his conduct was unlawful.



     4.  Indemnification in Proceedings by or in the Right of the Corporation.
The Corporation shall indemnify Indemnitee in accordance with the provisions of
this Paragraph 4 if Indemnitee was or is a party to or threatened to be made a
party to or otherwise involved in any Proceeding by or in the right of the
Corporation to procure a judgment in its favor by reason of the Indemnitee's
Corporate Status or by reason of any action alleged to have been taken or
omitted in connection therewith, against all Expenses, judgments, fines,
penalties, liabilities or losses and, to the extent permitted by law, amounts
paid or to be paid in settlement actually and reasonably incurred by Indemnitee
or on his behalf in connection with such Proceeding, if Indemnitee acted in good
faith and in a manner which Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation, except that no
indemnification shall be made under this Paragraph 4 in respect of any claim,
issue, or matter as to which Indemnitee shall have been adjudged to be liable to
the Corporation, unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of such liability but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for such Expenses as the Court of Chancery or such other court
shall deem proper. The termination of any Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal Proceeding, had reasonable cause to believe that his conduct was
unlawful.

     5.  Exceptions to Right of Indemnification. Notwithstanding anything to the
contrary in this Agreement, except as set forth in Paragraph 10, the Corporation
shall not indemnify the Indemnitee in connection with a Proceeding (or part
thereof) initiated by the Indemnitee unless the initiation thereof was approved
by the Board of Directors of the Corporation. Notwithstanding anything to the
contrary in this Agreement, the Corporation shall not indemnify the Indemnitee
to the extent the Indemnitee is reimbursed from the proceeds of insurance, and
in the event the Corporation makes any indemnification payments to the
Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of
insurance, the Indemnitee shall promptly refund such indemnification payments to
the Corporation to the extent of such insurance reimbursement.

     6.  Indemnification of Expenses of Successful Party. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee has been
successful, on the merits or otherwise, in defense of any Proceeding or in
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against all Expenses incurred by him or on his behalf in connection therewith.
Without limiting the foregoing, if any Proceeding or any claim, issue or matter
therein is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to the Indemnitee,
(ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a
plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that
the Indemnitee did not act in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purposes hereof to have been wholly successful with respect
thereto.



     7.  Notification and Defense of Claim. As a condition precedent to his
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any Proceeding for which indemnity will or could be
sought by him and provide the Corporation with a copy of any summons, citation,
subpoena, complaint, indictment, information or other document relating to such
Proceeding with which he is served. With respect to any Proceeding of which the
Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee. After
notice from the Corporation to the Indemnitee of its election so to assume such
defense, the Corporation shall not be liable to the Indemnitee for any legal or
other expenses subsequently incurred by the Indemnitee in connection with such
claim, other than as provided below in this Paragraph 7. The Indemnitee shall
have the right to employ his own counsel in connection with such claim, but the
fees and expenses of such counsel incurred after notice from the Corporation of
its assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Agreement. The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above. The Corporation shall not be required to indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of any Proceeding
effected without its written consent. The Corporation shall not settle any
Proceeding in any manner which would impose any penalty or limitation on
Indemnitee without Indemnitee's written consent. Neither the Corporation nor the
Indemnitee will unreasonably withhold their consent to any proposed settlement.

     8.  Advancement of Expenses. Subject to the provisions of Paragraph 9
below, in the event that the Corporation does not assume the defense pursuant to
Paragraph 7 of this Agreement of any Proceeding to which the Indemnitee was or
is a party or is threatened to be made a party by reason of his Corporate Status
or by reason of any action alleged to have been taken or omitted in connection
therewith and of which the Corporation receives notice under this Agreement, any
Expenses incurred by the Indemnitee or on his behalf in defending such
Proceeding shall be paid by the Corporation in advance of the final disposition
of such Proceeding; provided, however, that the payment of such Expenses
incurred by the Indemnitee or on his behalf in advance of the final disposition
of such Proceeding shall be made only upon receipt of an undertaking by or on
behalf of the Indemnitee to repay all amounts so advanced in the event that it
shall ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Corporation as authorized in this Agreement. Such undertaking
shall be accepted without reference to the financial ability of the Indemnitee
to make repayment.

     9.  Procedure for Indemnification. In order to obtain indemnification or
advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this Agreement,
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine



whether and to what extent Indemnitee is entitled to indemnification or
advancement of Expenses. Any such indemnification or advancement of Expenses
shall be made promptly, and in any event within 30 days after receipt by the
Corporation of the written request of the Indemnitee, unless with respect to
requests under Paragraphs 3, 4 or 8 the Corporation determines within such
30-day period that such Indemnitee did not meet the applicable standard of
conduct for indemnification set forth in Paragraph 3 or 4, as the case may be.
The Board of Directors of the Corporation shall either (a) approve the
indemnification and advancement of Expenses (i) by a majority vote of the
Directors of the Corporation consisting of persons who are not at that time
parties to the Proceeding ("Disinterested Directors"), whether or not a quorum;
or (ii) by a committee of Disinterested Directors designated by a majority vote
of Disinterested Directors, whether or not a quorum; or (b) designate
independent legal counsel (appointed by the Corporation and approved by
Indemnitee) who shall, within said 30-day period, provide a written opinion to
the Board as to whether Indemnitee has met the relevant standards of conduct for
indemnification and advancement of Expenses. The obligations of the Corporation
hereunder with respect to the payment of any Expenses, judgment, fine or penalty
shall be subject to the condition that the independent legal counsel shall not
have determined (in a written opinion) that Indemnitee is not permitted to be
indemnified under the applicable standards of conduct for indemnification.

     The obligation of the Corporation regarding the advancement of Expenses
pursuant to this Agreement shall be subject to the condition that, if, when and
to the extent that the independent legal counsel determines that Indemnitee is
not permitted to be so indemnified, the Corporation shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Corporation) for
all such amounts theretofore paid. If Indemnitee has commenced legal proceedings
(either before or after the determination by independent legal counsel) in a
court of competent jurisdiction to secure a determination that Indemnitee may be
indemnified under this Agreement or otherwise, any determination made by the
independent legal counsel that Indemnitee is not permitted to be indemnified
shall not be binding, and Indemnitee shall not be required to reimburse the
Corporation for any advancement of Expenses and shall continue to be entitled to
the advancement of Expenses until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed). If there has been no determination by the independent legal counsel
or if the independent legal counsel determines that Indemnitee is not permitted
to be indemnified in whole or in part, Indemnitee shall have the right to
commence litigation in any court in the states of California or Delaware having
subject matter jurisdiction thereof and in which venue is proper seeking an
initial determination by the court or challenging any such determination by the
independent legal counsel or any aspect thereof, and the Corporation hereby
consents to service of process and to appear in any such proceeding.

     10. Remedies. The right to indemnification or advancement of Expenses as
provided by this Agreement shall be enforceable by the Indemnitee in any court
of competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within the 30-day period referred to
above in Paragraph 9. Unless otherwise required by law, the burden of proving
that indemnification is not appropriate shall be on the Corporation. Neither the
failure of the Corporation to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to



Paragraph 9 that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct. Indemnitee's expenses (of the type
described in the definition of "Expenses" in Paragraph 2(c)) reasonably incurred
in connection with successfully establishing his right to indemnification, in
whole or in part, in any such Proceeding shall also be indemnified by the
Corporation.

     11. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for some or a portion of
the Expenses, judgments, fines, penalties or amounts paid in settlement actually
and reasonably incurred by him or on his behalf in connection with any
Proceeding but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion of such Expenses, judgments,
fines, penalties or amounts paid in settlement to which Indemnitee is entitled.

     12. Subrogation. In the event of any payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including execution of such
documents as are reasonably necessary to enable the Corporation to bring suit to
enforce such rights.

     13. Term of Agreement. The Corporation's agreements and obligations under
this Agreement shall continue during the period Indemnitee is a director or
officer of the Corporation, and shall continue thereafter so long as Indemnitee
shall be subject to any possible claim or proceeding by reason of Indemnitee's
service in such capacity. The Indemnitee's rights under this Agreement shall
inure to the benefit of Indemnitee's heirs, executors and administrators.

     14. Officer and Director Liability Insurance. In the event the
Corporation's Directors and Officers Insurance terminates or the scope or amount
of coverage of the Corporation's Directors and Officers Insurance be reduced
from the scope and coverage in effect during the first year of the Agreement,
the Corporation agrees to give Indemnitee prompt notice thereof and to hold
harmless and indemnify the Indemnitee to the fullest extent permitted pursuant
to this Agreement and/or by applicable law to the full extent of the coverage
that is in effect during the first year of this Agreement. Notwithstanding the
foregoing, the Corporation is not obligated to maintain any Directors and
Officers Insurance.

     15. Section 16(b) Liability. The Corporation shall not be liable under this
Agreement to make any payment in connection with any claim made against
Indemnitee for an accounting of profits made from the purchase or sale by
Indemnitee of securities of the Corporation within the meaning of Section 16(b)
of the Securities and Exchange Act of 1934 and amendments thereto or similar
provisions of any state statutory law or common law.

     16. Indemnification Hereunder Not Exclusive. The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may be entitled under the Charter, the
By-Laws, any agreement, any vote of stockholders or disinterested directors, the
General Corporation Law of Delaware, any other law



(common or statutory), or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office for the Corporation.
Nothing contained in this Agreement shall be deemed to prohibit the Corporation
from purchasing and maintaining insurance, at its expense, to protect itself or
the Indemnitee against any expense, liability or loss incurred by it or him in
any such capacity, or arising out of his status as such, whether or not the
Indemnitee would be indemnified against such expense, liability or loss under
this Agreement; provided that the Corporation shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy (whether arising from an insurance policy provided to
the Corporation, a subsidiary, a parent, or any other insurance policy),
contract, agreement or otherwise.

     17. Attorneys' Fees. In the event that Indemnitee institutes any legal
action to enforce Indemnitee's legal rights hereunder, or to recover damages for
breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in
part, shall be entitled to recover from the Corporation reasonable attorneys'
fees and disbursements incurred by Indemnitee with respect to the claims or
matters on which Indemnitee has prevailed.

     18. Merger, Consolidation, or Change of Control. In the event that the
Corporation or a subsidiary of which Indemnitee is an officer shall be a
constituent corporation in a consolidation or merger, whether the Corporation or
a subsidiary of which Indemnitee is an officer is the resulting or surviving
corporation or is absorbed, or if there is a Change of Control, Indemnitee shall
stand in the same position under this Agreement as Indemnitee would have with
respect to the Corporation or a subsidiary of which Indemnitee is an officer if
its separate existence had continued or if there had been no Change of Control.

     19. No Special Rights. Nothing herein shall confer upon Indemnitee any
right to continue to serve as an officer or director of the Corporation for any
period of time or at any particular rate of compensation.

     20. Savings Clause. If this Agreement or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments,
fines, penalties and amounts paid in settlement with respect to any Proceeding
to the full extent permitted by any applicable portion of this Agreement that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

     21. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.

     22. Successors and Assigns. This Agreement shall be binding upon the
Corporation and its successors and assigns and shall inure to the benefit of the
estate, heirs, executors, administrators and personal representatives of
Indemnitee.

     23. Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.



     24. Modification and Waiver. This Agreement may be amended from time to
time to reflect changes in Delaware law or for other reasons. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof nor shall any such waiver constitute a continuing waiver.

     25. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given (i) when
delivered by hand or (ii) if mailed by certified or registered mail with postage
prepaid, on the third day after the date on which it is so mailed:

         (a)   if to the Indemnitee, to:



               James Barnett
               232 Polhemus Avenue
               Atherton, CA 94027
               if to the Corporation, to:

               CMGI, Inc.
               100 Brickstone Square
               Andover, MA  01810
               Attention:  General Counsel or Chief Executive Officer

or to such other address as may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.

     26. Applicable Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware.

     27. Enforcement. The Corporation expressly confirms and agrees that it has
entered into this Agreement in order to induce Indemnitee to continue to serve
as a director of the Corporation, and acknowledges that Indemnitee is relying
upon this Agreement in continuing in such capacity.

     28. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and supercedes
all prior agreements, whether oral or written, by any officer, employee or
representative of any party hereto in respect of the subject matter contained
herein; and any prior agreement of the parties hereto in respect of the subject
matter contained herein is hereby terminated and cancelled. For avoidance of
doubt, the parties confirm that the foregoing does not apply to or limit the
Indemnitee's rights under Delaware law or the Corporation's Charter or bylaws.



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

CMGI, INC.                                 INDEMNITEE:

By:     /s/ David Andonian                 By:    /s/ James Barnett

Name:   David Andonian                     Name:  James Barnett

Title:  President and Chief Executive      Title: Chief Executive Officer of
        Officer                                   AltaVista Company

                                                                    EXHIBIT 10.7

                            INDEMNIFICATION AGREEMENT

         This Agreement is made as of the 1st day of February 2002, by and
between AltaVista Company, a Delaware corporation (collectively with its direct
and indirect majority owned subsidiaries, the "Corporation"), and James Barnett
("Indemnitee"), a director or officer of the Corporation.

         WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available, and

         WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks, and

         WHEREAS, the Corporation's Amended and Restated Certificate of
Incorporation, as amended (the "Charter") provides that indemnification of
agents of the Corporation by the Corporation is authorized through agreements
with such agents in certain circumstances and with certain limitations, and

         WHEREAS, Indemnitee has indicated that he does not regard the
protection available under the Corporation's Charter and insurance as adequate
in the present circumstances, and may not be willing to serve or continue to
serve as a director or officer without adequate protection, and

         WHEREAS, the Corporation desires Indemnitee to serve, or continue to
serve, as a director or officer of the Corporation.

         NOW THEREFORE, the Corporation and Indemnitee do hereby agree as
follows:

1. Agreement to Serve. Indemnitee agrees to serve or continue to serve as a
director or officer of the Corporation for so long as Indemnitee is duly elected
or appointed or until such time as Indemnitee tenders Indemnitee's resignation
or Indemnitee's status as a director or officer is terminated.

         2.    Definitions. As used in this Agreement:

               (a) The term "Proceeding" shall include any threatened, pending
or completed action, suit, arbitration, alternative dispute resolution
proceeding, administrative hearing or other proceeding, whether brought by or in
the right of the Corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature, and any appeal therefrom.

               (b) The term "Corporate Status" shall mean the status of a person
who is or was a director or officer of the Corporation, or is or was serving, or
has agreed to serve, at the request of the Corporation, as a director, officer,
partner, trustee, member, employee or agent of



another corporation, partnership, joint venture, trust, limited liability
company or other enterprise.

        (c)  The term "Expenses" shall include, without limitation, reasonable
attorneys' fees, retainers, court costs, transcript costs, fees and expenses of
experts, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and other disbursements or
expenses of the types customarily incurred in connection with investigations,
judicial or administrative proceedings or appeals, but shall not include the
amount of judgments, fines or penalties against Indemnitee or amounts paid in
settlement in connection with such matters.

        (d)  References to "other enterprise" shall include employee benefit
plans; references to "fines" shall include any excise tax assessed with respect
to any employee benefit plan; references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the Corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Agreement.

        (e)  The term "Change of Control" shall mean the consummation of any of
the following events: (i) a sale, lease or disposition of all or substantially
all of the assets of the Corporation, or (ii) a merger or consolidation (in a
single transaction or a series of related transactions) of the Corporation with
or into any other corporation or corporations or other entity, or any corporate
reorganization, where the stockholders of the Corporation immediately prior to
such event do not retain (in substantially the same percentages) beneficial
ownership, directly or indirectly, of more than fifty percent (50%) of the
voting power of and interest in the successor entity or the entity that controls
the successor entity.

     3. Indemnification in Third-Party Proceedings. The Corporation shall
indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if
Indemnitee was or is a party to or threatened to be made a party to or otherwise
involved in any Proceeding (other than a Proceeding by or in the right of the
Corporation to procure a judgment in its favor) by reason of the Indemnitee's
Corporate Status or by reason of any action alleged to have been taken or
omitted in connection therewith, against all Expenses, judgments, fines,
penalties, liabilities or losses and, to the extent permitted by law, amounts
paid or to be paid in settlement actually and reasonably incurred by Indemnitee
or on his behalf in connection with such Proceeding, if Indemnitee acted in good
faith and in a manner which Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to of any
criminal Proceeding, had no reasonable cause to believe that his conduct was
unlawful. The termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal Proceeding,
had reasonable cause to believe that his conduct was unlawful.



        4.   Indemnification in Proceedings by or in the Right of the
Corporation. The Corporation shall indemnify Indemnitee in accordance with the
provisions of this Paragraph 4 if Indemnitee was or is a party to or threatened
to be made a party to or otherwise involved in any Proceeding by or in the right
of the Corporation to procure a judgment in its favor by reason of the
Indemnitee's Corporate Status or by reason of any action alleged to have been
taken or omitted in connection therewith, against all Expenses, judgments,
fines, penalties, liabilities or losses and, to the extent permitted by law,
amounts paid or to be paid in settlement actually and reasonably incurred by
Indemnitee or on his behalf in connection with such Proceeding, if Indemnitee
acted in good faith and in a manner which Indemnitee reasonably believed to be
in, or not opposed to, the best interests of the Corporation, except that no
indemnification shall be made under this Paragraph 4 in respect of any claim,
issue, or matter as to which Indemnitee shall have been adjudged to be liable to
the Corporation, unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of such liability but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for such Expenses as the Court of Chancery or such other court
shall deem proper. The termination of any Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal Proceeding, had reasonable cause to believe that his conduct was
unlawful.

        5.   Exceptions to Right of Indemnification. Notwithstanding anything to
the contrary in this Agreement, except as set forth in Paragraph 10, the
Corporation shall not indemnify the Indemnitee in connection with a Proceeding
(or part thereof) initiated by the Indemnitee unless the initiation thereof was
approved by the Board of Directors of the Corporation. Notwithstanding anything
to the contrary in this Agreement, the Corporation shall not indemnify the
Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of
insurance, and in the event the Corporation makes any indemnification payments
to the Indemnitee and the Indemnitee is subsequently reimbursed from the
proceeds of insurance, the Indemnitee shall promptly refund such indemnification
payments to the Corporation to the extent of such insurance reimbursement.

        6.   Indemnification of Expenses of Successful Party. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee has been
successful, on the merits or otherwise, in defense of any Proceeding or in
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against all Expenses incurred by him or on his behalf in connection therewith.
Without limiting the foregoing, if any Proceeding or any claim, issue or matter
therein is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to the Indemnitee,
(ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a
plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that
the Indemnitee did not act in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purposes hereof to have been wholly successful with respect
thereto.



        7.   Notification and Defense of Claim. As a condition precedent to his
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any Proceeding for which indemnity will or could be
sought by him and provide the Corporation with a copy of any summons, citation,
subpoena, complaint, indictment, information or other document relating to such
Proceeding with which he is served. With respect to any Proceeding of which the
Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee. After
notice from the Corporation to the Indemnitee of its election so to assume such
defense, the Corporation shall not be liable to the Indemnitee for any legal or
other expenses subsequently incurred by the Indemnitee in connection with such
claim, other than as provided below in this Paragraph 7. The Indemnitee shall
have the right to employ his own counsel in connection with such claim, but the
fees and expenses of such counsel incurred after notice from the Corporation of
its assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Agreement. The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above. The Corporation shall not be required to indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of any Proceeding
effected without its written consent. The Corporation shall not settle any
Proceeding in any manner which would impose any penalty or limitation on
Indemnitee without Indemnitee's written consent. Neither the Corporation nor the
Indemnitee will unreasonably withhold their consent to any proposed settlement.

        8.   Advancement of Expenses. Subject to the provisions of Paragraph 9
below, in the event that the Corporation does not assume the defense pursuant to
Paragraph 7 of this Agreement of any Proceeding to which the Indemnitee was or
is a party or is threatened to be made a party by reason of his Corporate Status
or by reason of any action alleged to have been taken or omitted in connection
therewith and of which the Corporation receives notice under this Agreement, any
Expenses incurred by the Indemnitee or on his behalf in defending such
Proceeding shall be paid by the Corporation in advance of the final disposition
of such Proceeding; provided, however, that the payment of such Expenses
incurred by the Indemnitee or on his behalf in advance of the final disposition
of such Proceeding shall be made only upon receipt of an undertaking by or on
behalf of the Indemnitee to repay all amounts so advanced in the event that it
shall ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Corporation as authorized in this Agreement. Such undertaking
shall be accepted without reference to the financial ability of the Indemnitee
to make repayment.

        9.   Procedure for Indemnification. In order to obtain indemnification
or advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this
Agreement, Indemnitee shall submit to the Corporation a written request,
including in such request such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine



whether and to what extent Indemnitee is entitled to indemnification or
advancement of Expenses. Any such indemnification or advancement of Expenses
shall be made promptly, and in any event within 30 days after receipt by the
Corporation of the written request of the Indemnitee, unless with respect to
requests under Paragraphs 3, 4 or 8 the Corporation determines within such
30-day period that such Indemnitee did not meet the applicable standard of
conduct for indemnification set forth in Paragraph 3 or 4, as the case may be.
The Board of Directors of the Corporation shall either (a) approve the
indemnification and advancement of Expenses (i) by a majority vote of the
Directors of the Corporation consisting of persons who are not at that time
parties to the Proceeding ("Disinterested Directors"), whether or not a quorum;
or (ii) by a committee of Disinterested Directors designated by a majority vote
of Disinterested Directors, whether or not a quorum; or (b) designate
independent legal counsel (appointed by the Corporation and approved by
Indemnitee) who shall, within said 30-day period, provide a written opinion to
the Board as to whether Indemnitee has met the relevant standards of conduct for
indemnification and advancement of Expenses. The obligations of the Corporation
hereunder with respect to the payment of any Expenses, judgment, fine or penalty
shall be subject to the condition that the independent legal counsel shall not
have determined (in a written opinion) that Indemnitee is not permitted to be
indemnified under the applicable standards of conduct for indemnification.

     The obligation of the Corporation regarding the advancement of Expenses
pursuant to this Agreement shall be subject to the condition that, if, when and
to the extent that the independent legal counsel determines that Indemnitee is
not permitted to be so indemnified, the Corporation shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Corporation) for
all such amounts theretofore paid. If Indemnitee has commenced legal proceedings
(either before or after the determination by independent legal counsel) in a
court of competent jurisdiction to secure a determination that Indemnitee may be
indemnified under this Agreement or otherwise, any determination made by the
independent legal counsel that Indemnitee is not permitted to be indemnified
shall not be binding, and Indemnitee shall not be required to reimburse the
Corporation for any advancement of Expenses and shall continue to be entitled to
the advancement of Expenses until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed). If there has been no determination by the independent legal counsel
or if the independent legal counsel determines that Indemnitee is not permitted
to be indemnified in whole or in part, Indemnitee shall have the right to
commence litigation in any court in the states of California or Delaware having
subject matter jurisdiction thereof and in which venue is proper seeking an
initial determination by the court or challenging any such determination by the
independent legal counsel or any aspect thereof, and the Corporation hereby
consents to service of process and to appear in any such proceeding.

     10.  Remedies. The right to indemnification or advancement of Expenses as
provided by this Agreement shall be enforceable by the Indemnitee in any court
of competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within the 30-day period referred to
above in Paragraph 9. Unless otherwise required by law, the burden of proving
that indemnification is not appropriate shall be on the Corporation. Neither the
failure of the Corporation to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to



Paragraph 9 that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct. Indemnitee's expenses (of the type
described in the definition of "Expenses" in Paragraph 2(c)) reasonably incurred
in connection with successfully establishing his right to indemnification, in
whole or in part, in any such Proceeding shall also be indemnified by the
Corporation.

     11.  Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for some or a portion of
the Expenses, judgments, fines, penalties or amounts paid in settlement actually
and reasonably incurred by him or on his behalf in connection with any
Proceeding but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion of such Expenses, judgments,
fines, penalties or amounts paid in settlement to which Indemnitee is entitled.

     12.  Subrogation. In the event of any payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including execution of such
documents as are reasonably necessary to enable the Corporation to bring suit to
enforce such rights.

     13.  Term of Agreement. The Corporation's agreements and obligations under
this Agreement shall continue during the period Indemnitee is a director or
officer of the Corporation, and shall continue thereafter so long as Indemnitee
shall be subject to any possible claim or proceeding by reason of Indemnitee's
service in such capacity. The Indemnitee's rights under this Agreement shall
inure to the benefit of Indemnitee's heirs, executors and administrators.

     14.  Officer and Director Liability Insurance. In the event the
Corporation's Directors and Officers Insurance (whether obtained directly by the
Corporation or through the parent of the Corporation) terminates or the scope or
amount of coverage of the Corporation's Directors and Officers Insurance be
reduced from the scope and coverage in effect during the first year of the
Agreement, the Corporation agrees to give Indemnitee prompt notice thereof and
to hold harmless and indemnify the Indemnitee to the fullest extent permitted
pursuant to this Agreement and/or by applicable law to the full extent of the
coverage that is in effect during the first year of this Agreement.
Notwithstanding the foregoing, the Corporation is not obligated to maintain any
Directors and Officers Insurance.

     15.  Indemnification Hereunder Not Exclusive. The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may be entitled under the Charter, the
By-Laws, any agreement, any vote of stockholders or disinterested directors, the
General Corporation Law of Delaware, any other law (common or statutory), or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office for the Corporation. Nothing contained in
this Agreement shall be deemed to prohibit the Corporation from purchasing and
maintaining insurance, at its expense, to protect itself or the Indemnitee
against any expense, liability or loss incurred by it or him in any such
capacity, or arising out of his status as such, whether or not the Indemnitee



would be indemnified against such expense, liability or loss under this
Agreement; provided that the Corporation shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy (whether arising from an insurance policy provided to
the Corporation, a subsidiary, a parent, or any other insurance policy),
contract, agreement or otherwise.

     16.  Attorneys' Fees. In the event that Indemnitee institutes any legal
action to enforce Indemnitee's legal rights hereunder, or to recover damages for
breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in
part, shall be entitled to recover from the Corporation reasonable attorneys'
fees and disbursements incurred by Indemnitee with respect to the claims or
matters on which Indemnitee has prevailed.

     17.  Merger, Consolidation, or Change of Control. In the event that the
Corporation shall be a constituent corporation in a consolidation or merger,
whether the Corporation is the resulting or surviving corporation or is
absorbed, or if there is a Change of Control, Indemnitee shall stand in the same
position under this Agreement as Indemnitee would have with respect to the
Corporation if its separate existence had continued or if there had been no
Change of Control.

     18.  No Special Rights. Nothing herein shall confer upon Indemnitee any
right to continue to serve as an officer or director of the Corporation for any
period of time or at any particular rate of compensation.

     19.  Savings Clause. If this Agreement or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments,
fines, penalties and amounts paid in settlement with respect to any Proceeding
to the full extent permitted by any applicable portion of this Agreement that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

     20.  Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.

     21.  Successors and Assigns. This Agreement shall be binding upon the
Corporation and its successors and assigns and shall inure to the benefit of the
estate, heirs, executors, administrators and personal representatives of
Indemnitee.

     22.  Headings. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

     23.  Modification and Waiver. This Agreement may be amended from time to
time to reflect changes in Delaware law or for other reasons. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof nor shall any such waiver constitute a continuing waiver.



     24.  Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given (i) when
delivered by hand or (ii) if mailed by certified or registered mail with postage
prepaid, on the third day after the date on which it is so mailed:

          (a)     if to the Indemnitee, to:

                  232 Polhemus Avenue
                  Atherton, CA 94027

          (b)     if to the Corporation, to:

                  Chief Executive Officer and General Counsel
                  AltaVista Company
                  1070 Arastradero Road
                  Palo Alto, CA  94304

or to such other address as may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.

     25.  Applicable Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware.

     26.  Enforcement. The Corporation expressly confirms and agrees that it has
entered into this Agreement in order to induce Indemnitee to continue to serve
as a director of the Corporation, and acknowledges that Indemnitee is relying
upon this Agreement in continuing in such capacity.

     27.  Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supercedes all prior agreements, whether oral or written, by any officer,
employee or representative of any party hereto in respect of the subject matter
contained herein; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and cancelled. For
avoidance of doubt, the parties confirm that the foregoing does not apply to or
limit the Indemnitee's rights under Delaware law or the Corporation's Charter or
bylaws.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

ALTAVISTA COMPANY                            INDEMNITEE: James Barnett

By:     /s/ Susan Marsch                     By:    /s/ James Barnett

Name:   Susan Marsch                         Name:  James Barnett

Title:  General Counsel, Vice President      Title: Chief Executive Officer
        Business & Legal Affairs and
        Secretary

                                                                   EXHIBIT 10.8

April 12, 2002


Christian Feuer
627 N. Lincoln Street
Hinsdale, IL 60521

Dear Christian:

It is a distinct pleasure to offer you the position of President and Chief
Executive Officer of uBid, Inc. ("uBid"). In this capacity you will report to
the Board of Directors of uBid.

Your starting salary will be $13,461.53 bi-weekly, which is equivalent to an
annualized base salary of $350,000.00. You will also be eligible to receive a
pro-rated bonus for fiscal year 2002, ending 7/31/02, based on a target
annualized bonus of $200,000.00, of which $50,000.00 is guaranteed. Your FY03
bonus potential will be $200,000.00, of which uBid will guarantee $100,000.00,
provided that you are employed by uBid on the date that bonuses are paid under
the FY03 Bonus Plan, to be approved by the uBid Board of Directors. This bonus
will be based on successful satisfaction of fiscal year 2003 business and
personal objectives pursuant to the terms and conditions of the FY2003 Bonus
Plan.

In addition, on your date of hire, you will be granted an option (the "Option")
to purchase 300,000 shares of CMGI common stock under the CMGI 2000 Stock
Incentive Plan (the "Plan"). The Option will vest as follows: 25% on the one
year anniversary of the date of grant, and then 1/48/th/ of the total award will
vest monthly until fully vested on the fourth anniversary of the date of grant.
The exercise price of the Option shall equal the closing price of the CMGI
common stock on the Nasdaq National Market (during normal trading hours) on the
date of grant. The Option shall be subject to all terms, limitations,
restrictions and termination provisions set forth in the Plan and in the
separate option agreement (which shall be based upon CMGI's standard form of
option agreement) that shall be executed to evidence the grant of the Option.
Additionally, as a condition of employment with uBid, you are required to
execute each of the enclosed Non-Competition Agreement and Non-Disclosure and
Developments Agreement.

Please be advised that as President and Chief Executive Officer of uBid, you
shall be deemed to be an "executive officer" of CMGI within the meaning of Rule
3b-7 under the Securities Exchange Act of 1934, as amended, and an "officer" of
CMGI within the meaning of Rule 16a-1(f) under such Act. More details regarding
the reporting requirements and other obligations imposed on you by federal
securities laws will be forthcoming from a member of CMGI's Legal Department.

As an employee of uBid, you may participate in any and all bonus and benefit
programs that uBid establishes and makes available to its employees from time to
time, provided you are eligible under (and subject to all provisions of) the
plan documents governing those programs. Details of the benefits offered will be
reviewed with you in orientation on your first day of employment.



Page Two of Two
Offer of Employment, Christian Feuer

In accordance with current federal law, you will be asked to provide
documentation proving your eligibility to work in the United States. Please
review the enclosed Employment Eligibility Verification Form (Form I9) and the
list of acceptable documents that are required. You must bring this on your
first day of employment. If you fail to bring proper documentation with you on
your first day of work, you will be asked to go home to collect your paperwork.
Unfortunately, there can be no exceptions. If you do not bring proper
documentation, you will be considered ineligible for employment and uBid will
not add you to its payroll until the required I9 documentation is received.

Please confirm your acceptance of this offer and your start date by signing one
copy of this letter and returning it to me. Additionally, please complete, sign
and return the enclosed Employee Information sheet along with the Sexual
Harassment policy, Illinois Tax Form, W4, Direct Deposit Form and both
agreements that are enclosed. All documents along with one copy of your signed
offer letter must be returned by the end of business on Thursday, if you wish to
start the following Monday.

If you choose to fax the documents, please fax a copy of your signed offer
letter and all the enclosed documents to 978/684-3624 and bring the originals
with you on your first day. If you wish to overnight the original documents,
please mail one copy of your signed offer letter and the entire enclosed package
to CMGI Attention: Joyce Fantasia 100 Brickstone Square Andover, MA 01810.

Your employment with uBid will be "at-will". This means that your employment
with uBid may be terminated by either you or uBid at any time and for any
reason, with or without notice. This offer expires as of the close of business
on Friday, April 19, 2002. This offer supersedes all prior offers, both verbal
and written. This letter does not constitute a guarantee of employment or a
contract.

Christian, we are very pleased by the prospect of your addition to the uBid
team, and we are confident that you will make a significant contribution to our
future success!

Sincerely,

/s/ George McMillan

George McMillan
Treasurer
uBid, Inc.

/s/ Christian Feuer                                  4/15/02
- -------------------                                  -------
CHRISTIAN FEUER                                      DATE

TBD
- ---
START DATE

                                                                    EXHIBIT 10.9

                          EXECUTIVE SEVERANCE AGREEMENT

THIS EXECUTIVE SEVERANCE AGREEMENT ("Agreement") by and between uBid, Inc., a
Delaware corporation (the "Company"), headquartered at 8550 W. Bryn Mawr Road,
Suite 200, Chicago, Illinois and Christian Feuer (the "Executive"), is made as
of April 15, 2002.

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that Executive will play a critical role in the operations of the Company; and

     WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued employment and dedication of the
Executive.

     NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance benefits set forth in this Agreement in the event the Executive's
employment with the Company is terminated under the circumstances described
below.

1.   Not an Employment Contract. The Executive acknowledges that this Agreement
does not constitute a contract of employment or impose on the Company any
obligation to retain the Executive as an employee and that this Agreement does
not prevent the Executive from terminating his employment. Executive understands
and acknowledges that he is an employee at will and that either he or the
Company may terminate the employment relationship between them at any time and
for any reason.

2.   Severance Pay.

(a)  Severance Pay Following a Change in Control. In the event a Change in
Control (as defined below) occurs and, within one (1) year thereafter, the
employment of the Executive is terminated by the Company for a reason other than
for Cause (as defined below) or by the Executive for Good Reason (as defined
below), then the Company shall pay to the Executive (as severance pay) a lump
sum payment equal to six (6) months base salary. The Executive agrees that after
the Termination Date (as defined below), but prior to payment of the severance
pay pursuant to this paragraph, he shall execute a copy of the Company's form of
general release of any and all claims he may have against the Company and its
officers, employees, directors, parents and affiliates. Executive understands
and agrees that the payment of the severance pay pursuant to this paragraph is
contingent on his execution of the previously described release of claims.

(b)  Severance Pay Absent a Change in Control. In the event the employment of
the Executive is terminated by the Company for a reason other than for Cause (as
defined below), then the Company shall continue to pay to the Executive (as
severance pay) his regular base salary as in effect on the Executive's last day
of employment (exclusive of bonus or any other compensation), for six (6) months
following the Termination Date. Unless the parties agree otherwise, the
severance pay provided for in this Section 2(b) shall be paid in installments,
in accordance with the Company's regular payroll practices. The Executive agrees
that after the Termination Date, but prior to payment of the severance pay
pursuant to this paragraph, he shall



execute a copy of the Company's form of general release of any and all claims he
may have against the Company and its officers, employees, directors, parents and
affiliates. Executive understands and agrees that the payment of the severance
pay pursuant to this paragraph is contingent on his execution of the previously
described release of claims.

(c)  Sole Remedy. The payment to the Executive of the amounts payable under this
Section 2 shall constitute the sole remedy of the Executive in the event of a
termination of the Executive's employment by the Company or a resignation by the
Executive that results in payment of benefits under this Section 2.

3.   Definitions. For purposes of this Agreement, the following terms shall have
the following meanings:

(a)  "Cause" shall mean a good faith finding by the Company of: (i) gross
negligence or willful misconduct by Executive in connection with his employment
duties, (ii) failure by Executive to perform his duties or responsibilities
required pursuant to his employment, after written notice and an opportunity to
cure, (iii) misappropriation by Executive of the assets or business
opportunities of the Company, or its affiliates, (iv) embezzlement or other
financial fraud committed by Executive, (v) the Executive knowingly allowing any
third party to commit any of the acts described in any of the preceding clauses
(iii) or (iv), or (vi) the Executive's indictment for, conviction of, or entry
of a plea of no contest with respect to, any felony.

(b)  "Good Reason" shall mean: (i) the unilateral relocation by the Company of
the Executive's principal work place for the Company to a site more than 60
miles from the location of Executive's principal work place at the time of the
Change in Control; (ii) a reduction in the Executive's then current base salary,
without the Executive's consent; or (iii) the Executive's assignment to a
position where the duties of the position are outside his area of professional
competence.

(c)  "Change in Control" shall mean the consummation of any of the following
events: (i) a sale, lease or disposition of all or substantially all of the
assets of the Company, or (ii) a sale, merger, consolidation, reorganization,
recapitalization, sale of assets, stock purchase, contribution or other similar
transaction (in a single transaction or a series of related transactions) of the
Company with or into any other corporation or corporations or other entity, or
any other corporate reorganization, where the stockholders of the Company
immediately prior to such event do not retain (in substantially the same
percentages) beneficial ownership, directly or indirectly, of more than fifty
percent (50%) of the voting power of and interest in the successor entity or the
entity that controls the successor entity, provided, however, that a Change in
Control shall not include a sale, lease, transfer or other disposition of all or
substantially all of the capital stock, assets, properties or business of the
Company (by way of merger, consolidation, reorganization, recapitalization, sale
of assets, stock purchase, contribution or other similar transaction) that
involves the Company, on the one hand, and CMGI, Inc. or any CMGI Subsidiary (as
defined below), on the other hand.

(d)  "Termination Date" shall mean the Executive's last day on the payroll of
the Company.

                                       -2-



(e)  "CMGI Subsidiary" shall mean any corporation or other entity that is
controlled, directly or indirectly, by CMGI, Inc.

4.   Miscellaneous.

(a)  Notices. Any notices delivered under this Agreement shall be deemed duly
delivered four business days after it is sent by registered or certified mail,
return receipt requested, postage prepaid, or one business day after it is sent
for next-business day delivery via a reputable nationwide overnight courier
service, in each case to the address of the recipient set forth in the
introductory paragraph hereto. Either party may change the address to which
notices are to be delivered by giving notice of such change to the other party.
All notices to the Company shall also be addressed to the Company's General
Counsel.

(b)  Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.

(c)  Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter of this Agreement.

(d)  Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Executive.

(e)  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois. Any action, suit or other
legal arising under or relating to any provision of this Agreement shall be
commenced only in a court of the State of Illinois (or, if appropriate, a
federal court located within Illinois), and the Company and the Executive each
consents to the jurisdiction of such a court. The Company and the Executive each
hereby irrevocably waive any right to a trial by jury in any action, suit or
other legal proceeding arising under or relating to any provision of this
Agreement.

(f)  Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business, provided, however, that the
obligations of the Executive are personal and shall not be assigned by him.

(g)  Waivers. No delay or omission by the Company in exercising any right under
this 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 or waiver of any right on any other
occasion.

(h)  Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

                                       -3-



(i)  Severability. In case any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.

     THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.

                                        uBid, Inc.

                                        By: /s/ George A. McMillan
                                           -----------------------

                                        Title: Treasurer

                                        /s/ Christian Feuer
                                        -------------------
                                        Christian Feuer

                                       -4-