0001193125-04-148113 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 27th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware

This Agreement is made as of this 23rd day of August, 2004, between CMGI, Inc., a Delaware corporation (the “Company”), and Joseph C. Lawler (the “Indemnitee”).

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CMGI, INC. INDUCEMENT AWARD RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 27th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware

This inducement award is granted pursuant to the terms of the letter agreement between the Company and the Executive dated August 23, 2004 (the “Employment Agreement”). In consideration of the Executive entering into the Employment Agreement and entering into the CMGI, Inc. Non-Competition Agreement dated August 23, 2004, and other valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

RELOCATION EXPENSE REIMBURSEMENT AGREEMENT
Relocation Expense Reimbursement Agreement • August 27th, 2004 • Cmgi Inc • Services-direct mail advertising services

This agreement, made and entered into between CMGI, Inc. (hereinafter called “Company”) and Joseph C. Lawler (hereinafter called “Employee”), as of August 23, 2004.

August 23, 2004 Joseph Lawler 2117Middlefork Road Northfield, IL 60093 Dear Joe:
Employment Agreement • August 27th, 2004 • Cmgi Inc • Services-direct mail advertising services

It is a distinct pleasure to offer you the position of Chief Executive Officer of CMGI, Inc. (the “Company”), effective as of the date you execute this letter agreement (the “Effective Date”). In connection with your employment as Chief Executive Officer, you will also be elected (and nominated for re-election from time to time) to the Company’s Board of Directors (“Board”).

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • August 27th, 2004 • Cmgi Inc • Services-direct mail advertising services • Massachusetts

THIS EXECUTIVE SEVERANCE AGREEMENT (“Agreement”) by and between CMGI, Inc., a Delaware corporation (the “Company”), and Joseph Lawler (the “Executive”), is made as of August 23, 2004.

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