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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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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

                      FY 2003 Bonus Plan for CMGI Corporate

Plan Objective:
To attract, motivate and retain key talent based on CMGI consolidated business
performance in addition to individual performance.

Eligibility:
Select managers and senior individual contributors who are employees of CMGI and
who have been identified as having an impact on the overall business goals and
objectives of CMGI.

Measurements & Financial Objectives:
The following are the measurements for the bonus plan and the associated
financial objectives and budget that will be used to determine business
performance:



      Measurement                                                          Weighting
      -----------                                                          ---------
                                                                        
      1.  CMGI Consolidated Business Performance
          Financial Objectives:
          .  Revenue                                                       25%
          .  Pro-Forma Operating Income/Loss                               25%
          .  Cash Usage                                                    25%

      2.  Individual Performance
          .  Based on achievement against individual goals & objectives    25%


Pro-Forma Operating Income/Loss is defined as Operating Income/Loss
excluding in-process research & development expenses, depreciation,
amortization, long-lived asset impairment and restructuring charges.

Actual business performance will be based on the annual achievement of
the defined financial objectives against the FY 2003 Plan, as approved
by the CMGI Board of Directors. CMGI reserves the right to modify the
budget and financial objectives as necessary based on business changes
associated with mergers, acquisitions, divestitures, shutdowns or other
business situations which require approval from the CMGI Board of
Directors. CMGI also reserves the right to adjust the budget based on
changes in corporate allocations.

Program Funding:
The bonus payout pool will be determined by CMGI consolidated business
performance. Exact funding for the bonus pool for CMGI Corporate will
be driven by the ability of CMGI to meet or exceed its budgeted
financial objectives as approved by CMGI's Board of Directors.

Overall business performance generally has a direct correlation to
individual performance. However, the bonus plan provides for discretion
in recognizing individual accomplishments against goals and objectives,
in addition to business performance. All employees enrolled in the FY
2003 Bonus Plan must have clearly documented goals and objectives in
order to be eligible for the Individual Performance measurement. Any
bonus payments for individual performance will be based on
accomplishments against documented individual goals & objectives,
management discretion and overall bonus pool funding.



         Payout Table:
         The table below will be used to determine the bonus pool based on final
         CMGI consolidated business performance. A minimum performance threshold
         of 80% must be achieved for pool funding associated with each specific
         financial objective. The maximum pool funding based on business
         performance is 200%. Every 1% increase or decrease in performance
         equals 2.5% increase or decrease in funding.

- --------------------------------------------------------------------------------
Business Performance   *80%    80%    90%   100%   110%   120%    130%  ****140%
- --------------------------------------------------------------------------------
Pool Funding             0%    50%    75%   100%   125%   150%    175%      200%
- --------------------------------------------------------------------------------

*    Denotes less than
**** Denotes greater than or equal to

         Timing of Payment:
         Any earned bonus payments will be measured on an annual basis and paid
         annually. Payments will be determined after all companies have
         submitted their actual performance against FY 2003 Plan.

         Employment Status:
         In order to be eligible to receive any bonus payment under this Plan,
         participants must be actively employed by CMGI at the time annual bonus
         payments are made, which will be as soon as administratively possible
         following the close of the fiscal year. If a participant is a new hire
         during the year or had a bonus change during the year, he or she will
         be eligible for a pro-rated bonus payment based on time worked during
         the plan year. If a participant voluntarily leaves CMGI prior to the
         time the bonus payments are made, he/she will be ineligible to receive
         any bonus payment. If an employee is involuntarily terminated by CMGI,
         for reasons other than cause, prior to the time the bonus payments are
         made, he/she may, in certain circumstances, be eligible for
         consideration for a pro-rated bonus payment based on management
         discretion and time worked during the plan year. If a participant
         transfers to any other CMGI controlled subsidiary, he/she will be
         eligible for a pro-rated bonus payment based on management discretion
         and for the time worked during the plan year.

         Administration:
         This plan shall be administered by the CMGI Board of Directors. The
         CMGI Board of Directors reserves the right to apply its discretion to
         bonus plan eligibility, overall bonus funding and payment of bonuses.
         The CMGI Board of Directors reserves the right to amend or terminate
         this plan at any time. The CMGI Board of Directors reserves the right
         to modify the financial objectives and FY 2003 Plan at any time based
         on business changes during the year. This plan shall be governed by and
         construed in accordance with the laws of the Commonwealth of
         Massachusetts.

                                                                    EXHIBIT 10.2

                                     Form of
                   FY 2003 Bonus Plan for (Operating Company)

Plan Objective:
To attract, motivate and retain key talent based on CMGI consolidated business
performance, (Operating Company) business performance and individual
performance.

Eligibility:
Select managers and senior individual contributors who are employees of
(Operating Company) and who have been identified as having an impact on the
overall business goals and objectives of (Operating Company) and CMGI.

Measurements & Financial Objectives:
The following are the measurements for the bonus plan and the associated
financial objectives and budget that will be used to determine business
performance:



        Measurement                                                      Weighting
        -----------                                                      ---------
                                                                      
        1.  CMGI Consolidated Business Performance                       25%
               Financial Objectives:
               .   Revenue
               .   Pro-Forma Operating Income/Loss
               .   Cash Usage
               .

        2.  (Operating Company) Business Performance
               Financial Objectives:

               .   Pro-Forma Operating Income/Loss                       25%
               .   Cash Usage                                            25%

        3.  Individual Performance                                       25%
               .   Based on 1-2 accomplishments against documented Goals & Objectives


Pro-Forma Operating Income/Loss is defined as Operating Income/Loss excluding
in-process research & development expenses, depreciation, amortization,
long-lived asset impairment and restructuring charges.

Actual business performance will be based on the annual achievement of the
defined financial objectives against the FY 2003 Plan, as approved by (Operating
Company) Board of Directors and CMGI's Board of Directors, respectively. The
(Operating Company) Board of Directors reserve the right to modify the budget
and financial objectives as necessary based on business changes associated with
mergers, acquisitions, divestitures, shutdowns or other business situations,
which also requires approval from the CMGI Board of Directors. (Operating
Company) Board of Directors also reserves the right to adjust the budget based
on changes in corporate allocations.



     Program Funding
     The bonus payout pool will be determined by CMGI consolidated business
     performance and (Operating Company) business performance. Exact funding for
     the bonus pool for (Operating Company) will be driven by the ability of
     (Operating Company) and CMGI to meet or exceed its budgeted financial
     objectives as approved by (Operating Company)'s Board of Directors and
     CMGI's Board of Directors, respectively.

     Overall business performance generally has a direct correlation to
     individual performance. However, the bonus plan provides for discretion in
     recognizing individual accomplishments against goals and objectives, in
     addition to business performance. All employees enrolled in the FY 2003
     Bonus Plan must have clearly documented goals and objectives in order to be
     eligible for the Individual Performance measurement. Any bonus payments for
     individual performance will be based on accomplishments against documented
     individual goals and objectives, management discretion and overall bonus
     pool funding.

     Payout Table:
     The table below will be used to determine the bonus pool based on final
     CMGI consolidated business performance and (Operating Company) business
     performance. A minimum performance threshold of 80% must be achieved for
     pool funding associated with each specific financial objective. The maximum
     pool funding based on business performance is 200%. Every 1% increase or
     decrease in performance equals 2.5% increase or decrease in funding.

- --------------------------------------------------------------------------------
Business Performance   *80%  80%  90%    100%   110%     120%    130%  ****140%
- --------------------------------------------------------------------------------
Pool Funding             0%  50%  75%    100%   125%     150%    175%      200%
- --------------------------------------------------------------------------------

*    Denotes less than
**** Denotes greater than or equal to

     Timing of Payment:
     Any earned bonus payments will be measured on an annual basis and paid
     annually. Payments will be determined after all companies have submitted
     their actual performance against FY 2003 Plan.

     Employment Status:
     In order to be eligible to receive any bonus payment under this Plan,
     participants must be actively employed by (Operating Company) at the time
     annual bonus payments are made, which will be as soon as administratively
     possible following the close of the fiscal year. If a participant is a new
     hire during the year or had a bonus change during the year, he or she will
     be eligible for a pro-rated bonus payment based on time worked during the
     plan year. If a participant voluntarily leaves (Operating Company) prior to
     the time the bonus payments are made, he/she will be ineligible to receive
     any bonus payment. If an employee is involuntarily terminated by (Operating
     Company), for reasons other than cause, prior to the time the bonus
     payments are made, he/she may, in certain circumstances, be eligible for
     consideration for a pro-rated bonus payment based on management discretion
     and time worked during the plan year. If a participant transfers to any
     other CMGI controlled subsidiary, he/she will be eligible for a pro-rated
     bonus payment based on (Operating Company) management discretion and for
     the time worked during the plan year.






Administration:
This plan shall be administered by the (Operating Company) Board of Directors.
The (Operating Company) Board of Directors reserves the right to apply its
discretion to bonus plan eligibility, overall bonus funding and payment of
bonuses. The (Operating Company) Board of Directors reserves the right to amend
or terminate this plan at any time. The (Operating Company) also reserves the
right to modify the financial objectives and FY 2003 Budget at any time based on
business changes during the year. This plan shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.

                                                                    Exhibit 10.3

                               FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"),
dated August 27, 2002, is entered into among SALESLINK CORPORATION, a Delaware
corporation, INSOLUTIONS INCORPORATED, a Delaware corporation, ON-DEMAND
SOLUTIONS, INC., a Massachusetts corporation, PACIFIC DIRECT MARKETING CORP., a
California corporation, SALESLINK MEXICO HOLDING CORP., a Delaware corporation
(each herein called a "Borrower" and collectively, the "Borrowers"), the lenders
party hereto (herein collectively called the "Lenders" and each individually
called a "Lender") and LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as
Agent for the Lenders.

                              W I T N E S S E T H:

         WHEREAS, Borrowers and Lenders are parties to a Loan and Security
Agreement, dated October 30, 2001 (the "Existing Loan Agreement" and as the
Existing Loan Agreement is amended and modified by this Amendment, the "Amended
Loan Agreement"); and

         WHEREAS, Borrowers have requested that Lenders amend the Existing Loan
Agreement in certain respects and the Lenders are willing to amend the Existing
Loan Agreement in certain respects as provided herein.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:

                                    SECTION 1

                                  DEFINED TERMS

         1.1      Definitions. When used in this Agreement, the following terms
shall have the following meanings:

                  "SL Supply" shall mean SL Supply Chain Services International
         Corp., a Delaware corporation.

                  "SL Supply Reimbursement Agreement" shall mean that certain
         Reimbursement Agreement dated as of August 27, 2002 between SalesLink
         and SL Supply.

                  "SL Supply Collateral Assignment" shall mean that certain
         Collateral Assignment of Reimbursement Agreement dated as of August 27,
         2002 by SalesLink in favor of Agent.

         1.2      Other Definitions. Terms defined in the Existing Loan
Agreement and not otherwise defined herein are used herein as therein defined.



                                    SECTION 2

                      AMENDMENTS TO EXISTING LOAN AGREEMENT

         2.1      Addition of Definition. Section 1.1 of the Existing Loan
Agreement is hereby amended by adding the following definition, in proper
alphabetical order:

                  "SL Supply" shall mean SL Supply Chain Services International
         Corp., a Delaware corporation.

         2.2      Amendment to Letter of Credit Sublimit. The definition of
"Letter of Credit Sublimit" in Section 1.1 of the Existing Loan Agreement is
hereby amended by deleting the reference to the amount "$4,000,000" and
substituting therefor "$7,500,000."

         2.3      Amendment to Letter of Credit Issuance Restrictions. Section
2.13(A)(ii) of the Existing Loan Agreement is hereby amended by deleting the
section in its entirety and substituting therefor the following:

                  "In no event shall: (a) the aggregate amount of the Letter of
         Credit Obligations at any time exceed the Letter of Credit Sublimit;
         (b) the sum at any time of (1) the aggregate amount of Letter of Credit
         Obligations and (2) the aggregate principal balance of all outstanding
         Loans issued pursuant to the Revolving Credit Facility exceed the
         lesser of the then current Availability and the Borrowing Base; (c) the
         expiration date of any Letter of Credit (including, without limitation,
         Letters of Credit issued with an automatic "evergreen" provision
         providing for renewal absent advance notice by Borrowers or the Issuing
         Lender), or the date for payment of any draft presented thereunder and
         accepted by the Issuing Lender, be later than the Letter of Credit
         Expiry Date; provided, however, that the expiration date of a Letter of
         Credit issued by Borrowers at the request or on the behalf of SL Supply
         shall not have an expiration date later than one year after its
         issuance and shall not include an automatic or "evergreen" provision
         providing for renewal of such Letter of Credit."

         2.4      Amendment to Use of Proceeds Covenant. Section 7.2(H) of the
Existing Loan Agreement is hereby amended by deleting the section in its
entirety and substituting therefore the following:

                  "Use of Proceeds. Use proceeds of the Loans as follows: (a)
         the proceeds of Loans under the Revolving Credit Facility shall be used
         to refinance certain existing debt, to finance working capital of
         Borrowers and their Subsidiaries and to issue Letters of Credit to
         vendors of SL Supply but in no event may proceeds of any Loan made
         under the Revolving Credit Facility be (i) used to finance operations
         of Borrowers or any of their Subsidiaries outside of the United States
         or (ii) invested, lent or otherwise contributed to any Subsidiary of
         any of the Borrowers, including, without limitation SalesLink de
         Mexico, S. de R.L. de

                                       2



         C.V., a Mexico corporation, in either case until such time as Agent
         shall have received evidence satisfactory to it, in its reasonable
         discretion, of the creation, perfection and the relative priority of a
         security interest in the Property of such Borrower or Subsidiary
         located outside of the United States including, such Borrower's or
         Subsidiary's Inventory and Accounts located outside of the United
         States together with an opinion of counsel to that effect acceptable to
         Agent in its reasonable discretion and (b) the proceeds of Term Loan
         shall be used to refinance certain existing debt and to recover Capital
         Expenditures made by Borrowers; but in no event may proceeds of any
         Loan made under the Term Loan be used to finance operations of
         Borrowers or any Subsidiaries outside of the United States or invested,
         lent or otherwise contributed to any Subsidiary of any of the
         Borrowers, including, without limitation SalesLink de Mexico, S. de
         R.L. de C.V., a Mexico corporation. In no event may proceeds of any
         Loan made either under the Revolving Credit Facility or the Term Loan
         be invested, lent or otherwise contributed to Twin Solutions LLC; and"

         2.4      Amendment to Negative Covenant Regarding Loans. Section 7.3(D)
of the Existing Loan Agreement is hereby amended by deleting the section in its
entirety and substituting therefore the following:

                  "Loans. Make any loans or other advances of money (other than
         salary) to any other Borrower, or any Affiliate, officers, directors,
         employees or agents of Affiliates or such Borrower or to any other
         Person, except for (i) such loans or advances to employees in the
         ordinary course of business consistent with past practice, loans or
         advances to any other Borrower that are subordinated to the Liabilities
         on terms satisfactory to Agent and (ii) the issuance of Letters of
         Credit to the vendors of SL Supply;"

                                    SECTION 3

                         REPRESENTATIONS AND WARRANTIES

         Each Borrower hereby jointly and severally represents and warrants to
         Lenders that:

         3.1      Due Authorization, etc. The execution and delivery of this
Amendment, the SL Supply Reimbursement Agreement and the SL Supply Collateral
Assignment and the performance of such Borrower's obligations under the Amended
Loan Agreement are duly authorized by all necessary corporate action, do not
require any filing or registration with or approval or consent of any
governmental agency or authority, do not and will not conflict with, result in
any violation of or constitute any default under any provision of its articles
of incorporation or by-laws of that of any of its Subsidiaries or any material
agreement or other document binding upon or applicable to it or any of its
Subsidiaries (or any of their respective properties) or any material law or
governmental regulation or court decree or order applicable to it or any of its
Subsidiaries, and will not result in or require the creation or imposition of
any Lien in any of its properties or the properties of any of its Subsidiaries
pursuant to the provisions of any agreement binding upon or applicable to it or
any of its Subsidiaries.

                                       3



         3.2      Validity. This Amendment, the SL Supply Reimbursement
Agreement and the SL Supply Collateral Assignment have been duly executed and
delivered by such Borrower and by SL Supply and, together with the Amended Loan
Agreement, are the legal, valid and binding obligations of such Borrower and SL
Supply to the extent such Borrower is a party thereto, enforceable against such
Borrower in accordance with their respective terms subject, as to enforcement
only, to bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforceability of the rights of creditors generally.

         3.3      Representations and Warranties. The representations and
warranties contained in Section 6 of the Existing Loan Agreement are true and
correct on the date of this Amendment, except to the extent (a) that such
representations and warranties solely relate to an earlier date or (b) changed
by circumstances permitted by the Amended Loan Agreement.

                                    SECTION 4

                              CONDITIONS PRECEDENT

         The amendment to the Existing Loan Agreement set forth in Section 2 of
this Amendment shall become effective upon satisfaction of all of the following
conditions precedent:

         4.1      Receipt of Documents. Agent shall have received all of the
following, each in form and substance satisfactory to Agent:

                  (a)   Amendment. A counterpart original of this Amendment duly
         executed by Borrowers.

                  (b)   Secretary's Certificate. A certificate of the secretary
         or an assistant secretary of each Borrower dated the date of the
         execution of this Amendment or such other date as shall be acceptable
         to Agent, substantially in the form of Exhibit A to this Amendment.

                  (c)   Certificate. A certificate dated the date of each
         Borrower's execution of this Amendment and signed by the President or a
         Vice President of such Borrower, substantially in the form of Exhibit B
         to this Amendment.

                  (d)   SL Supply Reimbursement Agreement. The SL Supply
         Reimbursement Agreement in the form of Exhibit C to this Amendment,
         duly executed by the parties thereto.

                  (e)   SL Supply Collateral Assignment. The SL Supply
         Collateral Assignment in the form of Exhibit D to this Amendment, duly
         executed by the parties thereto.

                  (f)   Other. Such other documents as Agent may reasonably
         request.

                                       4



         4.2      Other Conditions.  No Event of Default or Default shall have
occurred and be continuing.

                                    SECTION 5

                                  MISCELLANEOUS

         5.1      Warranties and Absence of Defaults. In order to induce Lenders
to enter into this Agreement, each Borrower jointly and severally hereby
warrants to Lenders, as of the date of the actual execution of this Amendment,
(a) no Event of Default or Default has occurred which is continuing as of such
date and (b) the representations and warranties in Section 3 of this Amendment
are true and correct.

         5.2      Documents Remain in Effect. Except as amended and modified by
this Amendment, the Existing Loan Agreement and the other documents executed
pursuant to the Existing Loan Agreement remain in full force and effect and each
Borrower hereby ratifies, adopts and confirms its representations, warranties,
agreements and covenants contained in, and obligations and liabilities under,
the Existing Loan Agreement and the other documents executed pursuant to the
Existing Loan Agreement.

         5.3      Reference to Loan Agreement. On and after the effective date
of this Amendment, each reference in the Amended Loan Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference to the "Loan Agreement" in any Note and in any Loan Documents, or
other agreements, documents or other instruments executed and delivered pursuant
to the Amended Loan Agreement, shall mean and be a reference to the Amended Loan
Agreement.

         5.4      Headings. Headings used in this Amendment are for convenience
of reference only, and shall not affect the construction of this Amendment.

         5.5      Counterparts. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Amendment.

         5.6      Expenses. Borrowers agree to pay on demand all costs and
expenses of Lenders (including reasonable fees, charges and disbursements of
Lenders' attorneys) in connection with the preparation, negotiation, execution,
delivery and administration of this Amendment and all other instruments or
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. In addition, Borrowers agree to pay, and save Lenders
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of this Amendment, the borrowings
under the Amended Loan Agreement, and the execution and delivery of any
instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith. All obligations provided in this Section
5.6 shall survive any termination of this Amendment or the Amended Loan
Agreement.

                                       5



         5.7      Governing Law. This Amendment shall be a contract made under
and governed by the internal laws of the State of Illinois. Wherever possible,
each provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable laws, but if any provision of this
Amendment shall be prohibited by or invalid under such laws, such provisions
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Amendment.

         5.8      Successors. This Amendment shall be binding upon Borrowers,
Lenders and their respective successors and assigns, and shall inure to the
benefit of Borrowers, Lenders and the successors and assigns of Lenders.

                            [signature page attached]

                                       6



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized and delivered at
Chicago, Illinois as of the date first above written.

                                               BORROWERS:
                                               ---------

                                               SALESLINK CORPORATION,
                                               a Delaware corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President and CEO

                                               INSOLUTIONS INCORPORATED,
                                               a Delaware corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                               ON-DEMAND SOLUTIONS, INC.,
                                               a Massachusetts corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                               PACIFIC DIRECT MARKETING CORP.,
                                               a California corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                               SALESLINK MEXICO HOLDING CORP.,
                                               a Delaware corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                       7



                                             LENDERS:
                                             -------

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as a Lender and as Agent


                                             By: /s/ Meghan C. Blake
                                                 -------------------
                                             Name: Meghan C. Blake
                                             Title: Vice President

                                             CITIZEN'S BANK OF MASSACHUSETTS,
                                             as a Lender

                                             By: /s/ Ralph L. Letner
                                                 -------------------
                                             Name: Ralph L. Letner
                                             Title: Vice President

                                       8

                                                                    Exhibit 10.4

                         CONSENT AND SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

         THIS CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of October 30, 2002, is entered into among SALESLINK
CORPORATION, a Delaware corporation ("SalesLink"), INSOLUTIONS INCORPORATED, a
Delaware corporation, ON-DEMAND SOLUTIONS, INC., a Massachusetts corporation,
PACIFIC DIRECT MARKETING CORP., a California corporation, SALESLINK MEXICO
HOLDING CORP., a Delaware corporation (each herein called a "Borrower" and
collectively, the "Borrowers"), the lenders party hereto (herein collectively
called the "Lenders" and each individually called a "Lender") and LASALLE BANK
NATIONAL ASSOCIATION, as a Lender and as Agent for the Lenders.

                              W I T N E S S E T H:

         WHEREAS, Borrowers and Lenders are parties to a Loan and Security
Agreement, dated October 30, 2001, as amended by that certain First Amendment to
Loan and Security Agreement dated as of August 27, 2002 (the "Existing Loan
Agreement" and as the Existing Loan Agreement is amended and modified by this
Amendment, the "Amended Loan Agreement");

         WHEREAS,  SalesLink  proposes to enter into a Guaranty in the form
attached hereto as Exhibit A (the "Guaranty") in favor of LG Electronics and its
subsidiaries (the "Creditor") pursuant to which SalesLink would guarantee up to
$1,500,000 in indebtedness (the "Guaranteed Indebtedness") that Creditor may
extend to SL Supply Chain Services International Corp., and its subsidiaries
(including SalesLink International C.V., SalesLink International B.V. and
Logistix Singapore Supply Chain Management Pte. Ltd.);

         WHEREAS, Section 7.3(H) of the Existing Loan Agreement contains a
covenant that restricts the Borrowers from guaranteeing or otherwise, in any
way, becoming liable with respect to the obligations or liabilities of any other
Person (the "Limitation on Guarantees");

         WHEREAS, agreeing to the Guaranty by SalesLink will cause a violation
of the Limitation on Guarantees;

         WHEREAS, the Borrowers have requested that the Lenders consent to the
Guarantee, notwithstanding the Limitation on Guarantees and modify the Existing
Loan Agreement in certain respects; and

         WHEREAS, the Lenders are willing to consent to the Guarantee and modify
the Existing Loan Agreement in certain respects.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, it is agreed that:



                                    SECTION 1

                                  DEFINED TERMS

         Terms defined in the Existing Loan Agreement and not otherwise defined
herein are used herein as therein defined.

                                    SECTION 2

                                     CONSENT

         The Lenders hereby consent to SalesLink agreeing to and executing and
delivering the Guaranty, notwithstanding the Limitation on Guarantees and
anything else to the contrary contained in the Existing Loan Agreement or the
Ancillary Agreements.

                                    SECTION 3

                                   AMENDMENTS

         3.1      Amendment to Definitions.

                  (a)    Section 1.1 of the Existing Loan Agreement is hereby
         amended by adding the following definitions, in proper alphabetical
         order:

                  "Creditor" shall mean LG Electronics and its subsidiaries.

                  "Guaranteed Indebtedness" shall mean up to $1,500,000 in
         indebtedness of SL Supply Chain Services International Corp., and its
         subsidiaries (including SalesLink International C.V., SalesLink
         International B.V. and Logistix Singapore Supply Chain Management Pte.
         Ltd.) guaranteed by SalesLink Corporation under the Guaranty.

                  "Guaranty" shall mean that certain Guaranty by SalesLink
         Corporation in favor of Creditor, dated as of October 30, 2002.

         3.2      Notices.  A new Section 7.2(J) is hereby inserted into the
Existing Loan Agreement as follows:

                  "(J)   SalesLink shall give Agent prompt notice of any request
         for payment under the Guaranty or any other correspondence from the
         Creditor. Each such notice shall identify the amount of the requested
         payment and the reason for the requested payment. Agent shall promptly
         notify each Lender of receipt of such a notice."

                                      -2-



         3.3      Modification of Guaranty. A new Section 7.3(O) is hereby
inserted into the Existing Loan Agreement as follows:

                  "(O)   SalesLink and the other Borrowers agree that none of
         them shall amend, modify or extend the Guaranty or increase the
         Guaranteed Indebtedness without the prior written consent of the
         Lenders."

         3.4      Amendment to Permitted Date. Exhibit B-1 to the Existing
Credit Agreement is hereby amended by adding the following item:

                  "3.    The Guaranty."

                                    SECTION 4

                         REPRESENTATIONS AND WARRANTIES

         Each Borrower hereby jointly and severally represents and warrants to
Lenders that:

         4.1      Due Authorization, etc. The execution and delivery of this
Amendment and the performance of such Borrower's obligations under the Amended
Loan Agreement are duly authorized by all necessary corporate action, do not
require any filing or registration with or approval or consent of any
governmental agency or authority, do not and will not conflict with, result in
any violation of or constitute any default under any provision of its articles
of incorporation or by-laws of that of any of its Subsidiaries or any material
agreement or other document binding upon or applicable to it or any of its
Subsidiaries (or any of their respective properties) or any material law or
governmental regulation or court decree or order applicable to it or any of its
Subsidiaries, and will not result in or require the creation or imposition of
any Lien in any of its properties or the properties of any of its Subsidiaries
pursuant to the provisions of any agreement binding upon or applicable to it or
any of its Subsidiaries.

         4.2      Validity. This Amendment has been duly executed and delivered
by such Borrower and, together with the Amended Loan Agreement, are the legal,
valid and binding obligations of such Borrower to the extent such Borrower is a
party thereto, enforceable against such Borrower in accordance with their
respective terms subject, as to enforcement only, to bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforceability of the
rights of creditors generally.

         4.3      Representations and Warranties. The representations and
warranties contained in Section 6 of the Existing Loan Agreement are true and
correct on the date of this Amendment, except to the extent (a) that such
representations and warranties solely relate to an earlier date or (b) changed
by circumstances permitted by the Amended Loan Agreement.

                                      -3-



                                    SECTION 5

                              CONDITIONS PRECEDENT

         The consent set forth in Section 2 and the amendments set forth in
Section 3 of this Amendment shall become effective upon satisfaction of all of
the following conditions precedent:

         5.1      Receipt of Documents. Agent shall have received all of the
following, each in form and substance satisfactory to Agent:

                  (a)    Amendment. A counterpart original of this Amendment
         duly executed by Borrowers. and

                  (b)    Other. Such other documents as Agent may reasonably
         request.

         5.2      Other Conditions. No Event of Default or Default shall have
occurred and be continuing.

                                    SECTION 6

                                  MISCELLANEOUS

         6.1      Warranties and Absence of Defaults. In order to induce Lenders
to enter into this Amendment, each Borrower jointly and severally hereby
warrants to Lenders, as of the date of the actual execution of this Amendment,
(a) no Event of Default or Default has occurred which is continuing as of such
date and (b) the representations and warranties in Section 4 of this Amendment
are true and correct.

         6.2      Documents Remain in Effect. Except as amended and modified by
this Amendment, the Existing Loan Agreement and the other documents executed
pursuant to the Existing Loan Agreement remain in full force and effect and each
Borrower hereby ratifies, adopts and confirms its representations, warranties,
agreements and covenants contained in, and obligations and liabilities under,
the Existing Loan Agreement and the other documents executed pursuant to the
Existing Loan Agreement.

         6.3      Reference to Loan Agreement. On and after the effective date
of this Amendment, each reference in the Amended Loan Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference to the "Loan Agreement" in any Note and in any Loan Documents, or
other agreements, documents or other instruments executed and delivered pursuant
to the Amended Loan Agreement, shall mean and be a reference to the Amended Loan
Agreement.

         6.4      Headings. Headings used in this Amendment are for convenience
of reference only, and shall not affect the construction of this Amendment.

                                      -4-



         6.5      Counterparts. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Amendment.

         6.6      Expenses. Borrowers agree to pay on demand all costs and
expenses of Lenders (including reasonable fees, charges and disbursements of
Lenders' attorneys) in connection with the preparation, negotiation, execution,
delivery and administration of this Amendment and all other instruments or
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. In addition, Borrowers agree to pay, and save Lenders
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of this Amendment, the borrowings
under the Amended Loan Agreement, and the execution and delivery of any
instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith. All obligations provided in this Section
6.6 shall survive any termination of this Amendment or the Amended Loan
Agreement.

         6.7      Governing Law. This Amendment shall be a contract made under
and governed by the internal laws of the State of Illinois. Wherever possible,
each provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable laws, but if any provision of this
Amendment shall be prohibited by or invalid under such laws, such provisions
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Amendment.

         6.8      Successors. This Amendment shall be binding upon Borrowers,
Lenders and their respective successors and assigns, and shall inure to the
benefit of Borrowers, Lenders and the successors and assigns of Lenders.

         6.9      No Additional Consent. The consent contained in Section 2
hereof shall not be deemed to be an additional consent or waiver nor shall it
establish a custom or course of dealing among Agent, Lenders and Borrowers.

                            [signature page attached]

                                      -5-



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized and delivered at
Chicago, Illinois as of the date first above written.

                                               BORROWERS:
                                               ---------

                                               SALESLINK CORPORATION,
                                               a Delaware corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President and CEO

                                               INSOLUTIONS INCORPORATED,
                                               a Delaware corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                               ON-DEMAND SOLUTIONS, INC.,
                                               a Massachusetts corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                               PACIFIC DIRECT MARKETING CORP.,
                                               a California corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                               SALESLINK MEXICO HOLDING CORP.,
                                               a Delaware corporation

                                               By: /s/ Bryce C. Boothby, Jr.
                                                   -------------------------
                                               Name: Bryce C. Boothby, Jr.
                                               Title: President

                                      -6-



                                             LENDERS:
                                             -------

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as a Lender and as Agent


                                             By: /s/ David M. Bacon
                                                 -------------------------
                                             Name: David M. Bacon
                                             Title: Loan Officer

                                             CITIZEN'S BANK OF MASSACHUSETTS,
                                             as a Lender

                                             By: /s/ Ralph L. Letner
                                                 -------------------------
                                             Name: Ralph L. Letner
                                             Title: Vice President

                                      -7-