NOW, THEREFORE, in consideration of the mutual covenants and conditions herein set forth the parties hereto agree as follows:

1. This Agreement shall be deemed to be effective as of the date upon which (i) a fully executed copy of this Agreement is signed by and delivered to each of the parties hereto, and (ii) Landlord receives the Termination Payment (as hereinafter defined) from Tenant (which date shall be defined herein as the "Effective Date").

2. Contemporaneously with, or prior to, the execution and delivery of this Agreement by Landlord and Tenant, Tenant will pay to Landlord the sum of$678,227.82, representing the amount of rent and additional rent due and payable under the Lease for July, 2003 (the "July Rent Payment"). Landlord acknowledges that upon receipt of the July Rent Payment, which shall be in full payment and satisfaction of all amounts past due under the Lease, Tenant shall then be current with all payments owed under the Lease and no amounts as of such date shall be due or outstanding.

3. For and in consideration of Landlord’s and Tenant’s execution and delivery of this Agreement, (i) Tenant shall within one (1) business day after the date hereof pay to Landlord the sum of $13,853,170.34 (which each of the parties acknowledges equals $14,500,000 less the security deposit (the "Security Deposit") currently held by Landlord under the Lease) (the "Termination Fee") by wire transfer, of immediately available funds, to the account set forth in the wiring instructions provided in Schedule 1 annexed hereto, (ii) Tenant shall forfeit to the Landlord the Security Deposit, (iii) within one (1) business day after the date hereof, Tenant shall provide written instructions to its transfer agent (and copy Landlord thereon), instructing the transfer agent to prepare and deliver to Landlord, as soon as reasonably practicable, a stock certificate representing 750,000 shares of common stock, $0.01 par value per share, of CMGI, Inc. (the "CMGI Stock"; the CMGI Stock together with the Termination Fee is herein referred to as the "Termination Payment"), such stock certificate to include a legend substantially in the form as follows:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION."

4. (a) Tenant shall surrender to Landlord all of Tenant’s right and interest in and to, including rights to possession of, the Primary Space, as of 11:59 p. m. on the First Surrender Date, and thereafter for the remainder of the term of the Lease there shall be deleted and excluded from the demised premises and the Lease, the Primary Space, to the intent and purpose that the estate of Tenant in and to the Primary Space shall be wholly extinguished as of the First Surrender Date and that the term of the Lease with respect to the Primary Space shall terminate on the First Surrender Date. For purposes hereof, the "First Surrender Date" shall mean the later to occur of (i) the date Landlord receives the Termination Payment, (ii) the date on which Tenant surrenders and vacates the Primary Space, and (iii) July 31, 2003. Subject and pursuant to that certain Agreement dated April 17, 2003 between Landlord, Tenant and Med Diversified, Inc. ("Med Diversified"), as of the First Surrender Date, Landlord shall recognize the tenancy of Med Diversified, which is the current occupant of approximately 7,493 rentable square feet located on the 5th floor of the demised premises in Building#100 pursuant to a certain Sublease dated April 17, 2003 between Med Diversified and Tenant (the "Med Sublease"). The parties hereto agree that the space subleased by Tenant to Med Diversified under the Med Sublease is Primary Space.

详细内容见附件