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                                                                    EXHIBIT 10.5


                                    [LOGO]

                                   M O D U S

                                   M E D I A

                           I N T E R N A T I O N A L

                           Management Incentive Plan
                           Effective January 1, 2000

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                        Modus Media International, Inc.
                        Management Incentive Plan (MIP)
                                 Plan Document
                           Effective January 1, 2000

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                               TABLE OF CONTENTS
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     Section                                                Page
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<S>                                                         <C>
     I.   Purpose                                             3.

     II.  Effective Date of Plan                              3.

     III. Eligibility                                         3.

     IV.  MIP Target Payouts                                  3.

     V.   Measurement                                         3.

     VI.  Transition Issues                                   4.

     VII. Administration                                      4.

     Plan Exhibits
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     A.   Plan Components                                     6.

     B.   MBO Process Overview                                9.

     C.   Certificate of Acknowledgement                     13.

     D.   Participant Notification Sheet                     14.

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                           Modus Media International
                        Management Incentive Plan (MIP)
                                 Plan Document
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I.   Purpose
     -------
     The objective of the Management Incentive Plan (MIP) is to recognize and to
     reward the achievement of financial, business and individual performance
     goals that are essential to the success of Modus Media. It is also designed
     to measure and to reward how effectively we demonstrate and embrace our
     values. This program, in conjunction with base salary, is designed to offer
     designated employees of Modus Media International Holdings, Inc. and/or its
     subsidiaries (the "Company") total cash compensation opportunities that are
     fully competitive with market levels.

II.  Effective Date of Plan
     ----------------------
     The effective date for implementation of the Plan shall be January 1, 2000.
     A Plan year is equivalent to a calendar year. The Plan may be modified or
     terminated at any time by the Chief Executive Officer of the Company,
     without notice or consent of the Participants.

III. Eligibility
     -----------
     Certain designated employees whose role and responsibilities are deemed by
     executive management to be critical to operations and who have direct
     responsibility for achieving the financial results of the Company, are
     eligible for participation in the Management Incentive Plan. Participation
     Tiers, Target Percentage, Plan Components and Component Weightings are
     defined by the position.

     Proposed participation in the MIP Plan for new Participants, those joining
     the plan after January 1, 2000, must be approved by the CEO or the SVP,
     Human Resources of the Company. All Participants will be notified of
     eligibility in writing and provided a copy of the MIP document as well as
     individual MIP components and targets, as shown in Exhibit D. As a
     condition to participating in the MIP, Participants will be required to
     execute a written acknowledgement, in the form attached hereto as Exhibit
     C, that they have read and understand the MIP. Properly executed forms
     should be returned to the Director of Compensation in the Westwood Office.

IV.  MIP Target Payout
     -----------------
     Eligible employees will be assigned a target payout for the MIP, expressed
     as a percentage of total base salary, set forth in Exhibit D. This
     percentage represents the potential dollar award that will be earned at
     100% achievement of goals for all Plan components. The target payout
     percentage will vary according to the Participant's position. Actual plan
     payments will vary based on performance.

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V.   Measurement
     -----------
     The Management Incentive Plan consists of four components for those
     participants in Tiers I-X, and three components for those participants in
     Tiers XI and XII. The Participant will be assigned a target payout for each
     component, expressed as a percentage of base salary, to be used to
     calculate an amount (i.e. 10 % of $50,000 base salary equals $5,000). The
     weightings of the components and the resultant target percentages will vary
     according to the Participant's position. Plan components are set forth in
     Exhibit A and the MBO process is set forth in Exhibit B.

VI.  Transition Issues
     -----------------
     A Participant in the Plan must be actively employed by the Company through
     payment dates to receive any payout on plan components. Since the annual
     components are calculated on base salary as of December 31 of the plan
     year, payouts for annual components will be pro-rated for those eligible
     Participants who join the plan during the year, prior to October 1.
     Employees who transfer out of an eligible position during the year into a
     non-eligible position in the Company, but who are still employed as of the
     payment date, will be considered for an award based on the number of weeks
     in the eligible position and earnings accrued during those weeks as a ratio
     to the full year.

     Plan Participants who are on a leave of absence greater than 30 days during
     a plan year will have their payment pro-rated for actual time worked.

     Employees hired or promoted for the first time into bonus eligible
     positions after October 1 will not be eligible to participate in any
     component of the Plan for that plan year.

     Retroactive pay adjustments will not be applied. Payments will be at the
     base salary in effect at the end of each calendar quarter for quarterly
     components and as of December 31 for annual components.

     All Plan Participants will have their MIP payment calculations performed in
     their local currency.

VII. Administration
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     The adoption of this Plan shall not be deemed to give any employee the
     right to be retained in the employ of the Company or to interfere with the
     right of the Company to discharge any employee at any time, nor shall it be
     deemed to give the Company the right to require any employee to remain in
     its employ. This plan supercedes any incentive provisions detailed in a
     Management Contract.

     The financial targets assigned and recognized as goals on any of the
     performance factors may be revised or otherwise modified by the executive
     management of the Company at any time, to account for any material change
     in the business or the Company. Any such revisions or modifications will be
     made in writing to all Participants as soon as possible after the need for
     such change is determined.

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     A Participant's right to receive payment of an award under the Plan shall
     be no greater than the right of an unsecured general creditor of the
     Company. All awards under the Plan shall be paid from the general funds of
     the Company, and no special or separate fund shall be established and no
     segregation of assets shall be made to assure payment of such awards.

     The Company reserves the right to amend, terminate and modify this plan at
     its discretion, with or without notice to the participants.

     All matters of plan interpretation should be directed to the SVP, Human
     Resources, and will be resolved at his/her discretion subject to the
     approval of the CEO.
     The Plan shall be governed by and construed in accordance with the laws of
     the Commonwealth of Massachusetts.

     Approvals:

     __________________________________________
     Michael Dudich
     Senior Vice President Human Resources


     __________________________________________
     Terence Leahy
     Chief Executive Officer

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