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TRAFFIX, INC.
ONE BLUE HILL PLAZA
PEARL RIVER, NEW YORK 10956
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(845) 620-1212
December 22, 2000
Mr. Jay Greenwald
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Dear Jay:
This will confirm that you have resigned as an officer of, and terminated
your employment with, Traffix, Inc. ("Traffix") and each other affiliate of
Traffix for which you serve as an officer and/or employee, which resignation and
termination shall become effective immediately.
We have agreed that you will receive a severance payment of $115,384.62,
with such payment to be reduced by applicable payroll taxes, deductions and
withholdings. You acknowledge that such payment constitutes the full and
complete payment to you of any and all obligations of Traffix due you as of the
date hereof.
This letter will also confirm that you agree to perform consulting
services on behalf of Traffix and Group Lotto for no less than six (6) days per
month, pursuant to which you will be paid $10,000 per month, all as to be more
specifically set forth in a final written Consulting Agreement to be negotiated
between you and Traffix subsequent to the date hereof. The term of such
Consulting Agreement will run through November 30, 2001.
If the foregoing meets with your approval, please acknowledge your
acceptance by signing and dating in the spaces below provided.
Very truly yours,
/s/ Jeffrey L. Schwartz
Chairman and CEO
Accepted and agreed to this
22nd day of December, 2000
/s/ Jay Greenwald
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