TERMINATION SETTLEMENT AGREEMENT

1.

ModusLink Tilburg B.V. (hereinafter “the Company”), a limited liability company incorporated under the laws of the Netherlands, with its statutory seat at Tilburg and offices at Tijvoortsebaan 5 (5051 HJ) at Goirle, the Netherlands, here legally represented by its director Mr Thomas Oberdorf, the Delaware company CMGI, Inc. and ModusLink Corporation and ModusLink Corporation’s direct and indirect subsidiaries (hereinafter, together with CMGI, collectively: the ModusLink Group ), here legally represented by Mr. Thomas Oberdorf;

2.

Rudolph Joseph Westerbos , (hereinafter “Employee”) born on April 2, 1964 residing at Omval no. 39 (1096 AA) at Amsterdam, the Netherlands;

a.

One or more of the companies of the ModusLink Group (as defined below) and Employee entered into an employment agreement for an indefinite period effective June 1, 1994. Additional employment agreements were executed 9 October 1995, February 1, 2000, February 7, 2002, and June 6, 2002 and succeeded by the employment agreement effective from January 1, 2003 as laid down in the letters to Employee of July 9, 2002 and December 4, 2002 and a written employment agreement with the Company’s predecessor (SalesLink) Logistical Processing B.V. dated and signed on December 10, 2002 (collectively hereinafter “the Employment Agreement”);

b.

Employee’s current position is President of Europe Operations of the below defined ModusLink Group;

c.

in his capacity as President of Europe Operations of ModusLink Group, the Employee is statutory director of the Company, as well as a number of other companies of the ModusLink Group;

d.

the parties specifically acknowledge that no employment agreement has been entered into between the Employee and any of the companies referred to under paragraph c. above, nor between the Employee and any other company affiliated in any way with the ModusLink Group, other than stated above in a;

e.

the ModusLink Group is planning to combine the management over the regions Asia and Europe, which will result in the redundancy of the Employee;

f.

the parties realize that it is necessary to bring the Employment Agreement to a conclusion;

g.

the Company, the ModusLink Group and Employee wish to settle disputes and prevent further disputes with respect to (the termination of) Employee’s Employment Agreement and wish to lay down the terms and conditions of their agreement;

1.1

The Company shall apply to the District Court at Amsterdam for the Employment Agreement to be dissolved on basis of neutral grounds, with effect from March 1, 2006. The formal and neutral reason for dissolution is the combining of the management over the regions Asia and Europe, which will result in the redundancy of the Employee. The Employee shall submit a statement of defense to the above-mentioned court, which will confirm the reason for the dissolution, but which will only formally and neutrally oppose the request for purposes of the ensuing unemployment and loss of income.

1.2

The draft dissolution request and defense statement will be exchanged between the parties for their prior approval. Once such prior approval has been given by the parties, the documents will be submitted to the court.

1.3

The accompanying letters to the District Court at Amsterdam will also first be exchanged between the parties for their prior approval, and will only be actually submitted to the court following mutual consent between the parties. Such accompanying letters will in any event state that the parties do not require a verbal hearing and that the request submitted by the Company does not contravene any ban on termination as referred to in articles 647, 648, 670 and 670a of Book 7 of the Dutch Civil Code.

1.4

The Employee shall submit the statement of defense within one business day after submission of the dissolution request. The parties shall submit the dissolution request and statement of defense to the District Court at Amsterdam no later than December 20, 2005.

1.5

Other than the Employment Agreement with the Company, and members of the ModusLink Group there is no employment agreement between the Employee and any other company in any way affiliated with the ModusLink Group. This is specifically declared and acknowledged by the Employee. If and insofar as there may be deemed to be an employment agreement between the Employee with any other company of the ModusLink Group (in particular, but not limited to those companies mentioned on the schedule “Rudolph Joseph Westerbos: Positions w/in ModusLink Group”, Enclosure 1 ), such employment agreement is hereby dissolved by mutual consent effective March 1, 2005.

1.6

The Employee shall voluntarily resign his positions as (statutory) director and/or officer of any of the companies of the ModusLink Group effective immediately, or as soon thereafter as is practically possible but no later than December 31, 2005, in accordance with the draft letters of resignation attached hereto for the two Dutch B.V.’s ( Enclosure 2 )

(or as amended as appropriate to make them legally valid and binding). Such letters are to be submitted within 5 business days of the signing of this agreement to Mr. Thomas Oberdorf, director of the Company and the Employee and the ModusLink Group shall do all that is necessary to effectuate such resignations.

2.1

With respect to a dissolution of his Employment Agreement, Company will pay the Employee a compensation of € 400,000 (four hundred thousand euros) gross for the resulting possible future loss of income and pension of a termination effective March 1, 2006, and as a supplement to any social security benefits or lower wage earned elsewhere. The compensation will be paid before the end of the Employment Agreement.

2.2

The Employee will provide the Company with information on how he wishes to receive the compensation one month before the end of his Employment Agreement. The way of payment must be acceptable to the Company from a legal point of view and must not lead to additional costs (including, but not limited to any taxes other than US Federal taxes) for the Company. In particular, but without limitation, it must not lead to any liability of the Company for any tax liabilities pursuant to Article 32aa Wage Tax Act. In the event that the Employee does not succeed in providing timely evidence (i.e. a ruling of the tax authority plus any other appropriate documentation, if needed) of the legal permissibility and/or of the absence of extra costs to the Company, the Company shall proceed with the payment of the compensation while withholding any applicable Dutch (wage) taxes and/or social security contributions (if any), as they shall be fully for account of and borne by the Employee.

2.3

The federal taxes due in the United States of America with respect to the termination compensation of € 400,000 gross shall be for account of the Employee but borne and paid by the Company to the appropriate US authorities. Any penalties charged due to late or insufficient payment of such federal taxes (not caused by the Employee) shall be borne by the Company.

2.4

The State taxes due, if any, in the United States of America with respect to the termination compensation of € 400,000 gross shall be for account of and borne by the Employee and paid in time by the Employee to the appropriate US authorities.

2.5

The Employee hereby indemnifies and shall hold harmless the Company and all other companies of the ModusLink Group from (i) any claims from the Dutch authorities with respect to the termination compensation of € 400,000 gross or the tax payment by the Company under Article 2.3 and (ii) any claims for any US State taxes on the termination compensation € 400,000 gross or the tax payment by the Company under Article 2.3, and shall pay to the Company (or at its option: any other company of the ModusLink Group) a full compensation for any claims paid.

2.6

Changes in (tax or other) legislation or social security benefits in the future will not affect the compensation agreed upon in this agreement.

a.

a salary amount of € 20,124.80 gross per month (including 8% holiday allowance), this amount to be divided in a (reduced) gross salary and tax free compensation for extraterritorial expenses as appropriate and permitted by the 30%-ruling of the Employee

b.

the Company’s gross contribution to the medical insurance premium of 100% of the premium for himself and 50% for his spouse all for a class III level insurance) up to and including December 31, 2005. Over the period January 1, 2006 thru February 28, 2006, the Company will only exclusively pay the statutory mandatory gross contribution pursuant to the new Dutch Health Insurance Act;

c.

the Company’s gross contribution (100%) to the accidental death insurance premium;

d.

the Company’s gross contribution (50%) to the premiums for the WAO Gap insurance and WAO supplemental coverage insurance of € 190.67 per month and € 14.54 per month (to the extent still payable to the insurance company);

e.

the Company’s gross contribution equal to 50% of the pension insurance premiums (see Article 8 of this agreement);

f.

use of the mobile phone and laptop computer and fax/printer;

g.

use of the lease car.

5.1

The Employee shall be exempted from work for the Company and the ModusLink Group effective Wednesday December 14, 2005 until the end of the Employment agreement (while remaining entitled to salary and benefits as provided for in Article 3 of this agreement).

5.2

The Employee is entitled to 25 paid vacation days per year. Before the end of his Employment Agreement, the Employee shall be paid for 24 outstanding vacation days, i.e. a gross amount of 24/21.75 x the gross daily wage (which is € 20,124.80 gross: 21.75 or any other amount as may appropriate under the 30% tax ruling).

6.1

The Employee has participated in the CMGI, Inc. FY 2006 Executive Management Incentive Plan (hereinafter: “the 2006 EMIP Plan ”). At the end of the Employment Agreement, the Employee shall not be entitled to any incentive payments over the fiscal year 2006 (August 1, 2005 to July 1, 2006) following the end of the fiscal year 2006 as he will not be an active executive on the date the actual payments under the 2006 EMIP Plan shall be made (Article 9 2006 EMIP Plan).

6.2

The Employee shall not be entitled to any bonus, gratuity, commission or incentive or any similar payment under any other Company or ModusLink Group plan, individual agreement or otherwise.

7.1

According to the Employment Agreement and in accordance with the CMGI, Inc. 2000 Stock Incentive Plan, 2002 Non-Officer Employee Stock Incentive Plan and 2004 Stock Incentive Plan (hereinafter together: the Plan ), the Employee has been granted Stock Options and Restricted Stock as described in the attached schedule ( enclosure 3 ).

7.2

In accordance with and subject to the provisions of the Plan, the related Restricted Stock Agreement and the related Non-Statutory Stock Option Terms and Conditions, at the end of the Employment Agreement;

a.

the non-vested options may not be exercised, will not further vest and will expire on termination of the Employment Agreement;

b.

the vested, not exercised options may be exercised during a 30 days period immediately after termination of the Employment Agreement, but only until the Expiration Date and only to the extent the options were exercisable on the last day of the Employment Agreement. The vested, not