Severance Agreement - Stamps.com Inc. and John La Valle


                                                                         stamps
                                                                            .com

                               October 26, 2000

Mr. John La Valle
1171 Westbend Road
Westlake Village, CA 91362

Dear John:

     Based upon our mutual desire to part company amicably, this is to confirm
our mutual agreement as follows:

     1.  The Company agrees to accept your resignation from the offices of
Executive Vice President and Chief Financial Officer at the Company and from
your role as a member of the board of directors and chief financial officer of
EncrypTix, Inc.  The resignations shall be effective October 6, 2000.

     2.  Upon receipt of this letter signed and dated by you, the Company agrees
         to:

         (a)  Pay you a lump sum amount of $100,000, less all appropriate
              withholding taxes. This amount will be wired to you in immediately
              available funds to an account of your specification.

         (b)  Allow you to keep the laptop computer and Palm Pilot provided to
              you by the Company for your personal use.

         (c)  Pay you for any accrued and unused vacation and reimburse you for
              any unpaid expenses incurred by you.

         (d)  Extend the exercisability of any stock options for which you were
              vested as of October 6, 2000 until April 6, 2001.

     3.  You acknowledge that by payment of the amounts set forth above, you
will receive all money and other benefits due you as a result of your employment
with and discontinuation of your executive role with the Company.

     4.  You fully release and discharge the Company, all affiliated
corporations, past and present officers, directors, employees, agents and
representatives, and each of them of and from, without limitation, any and all
rights, claims, liabilities, losses or expenses of any kind whether arising out
of, from, or related to your employment relationship with the Company, your
resignation thereof, or arising

 
                                                                         stamps
                                                                            .com


out of any other matter between you and the Company, and specifically including
any claim of age discrimination under the Age Discrimination in Employment Act,
as amended, and the California Fair Employment & Housing Act. The Company agrees
to release and discharge you from, without limitation, any and all rights,
claims, liabilities, losses or expenses of any kind whether arising out of,
from, or related to your employment relationship with the Company, your
resignation thereof, or arising out of any other matter between you and the
Company. This agreement does not alter the extent to which you are entitled to
indemnification pursuant to the Company's Certificate of Incorporation and
Bylaws, Section 2802 of the California Labor Code and any other provision of
Delaware or California law.

     5.  Each party understands and agrees that the claims released hereby are
intended to and do include any and all claims of every nature and kind
whatsoever, known or unknown, suspected or unsuspected, which each party has or
may have against the other and each party hereby waives any and all rights it
may have or may have under Section 1542 of the California Civil Code.  Section
1542 provides as follows:

               A general release does not extend to claims which 
               the creditor does not know or suspect to exist in 
               his favor at the time of executing the release, 
               which if known by him must have materially
               affected his settlement with the debtor.

     6.  The Company agrees not to directly or indirectly disparage you in any
manner.  You agree not to directly or indirectly disparage the Company, its
officers or employees in any manner, or directly or indirectly solicit or
attempt to solicit is employees or customers.  In addition, you agree that you
remain bound by the Confidential Information and Inventions Assignment Agreement
that you signed on September 24, 1998.  You also represent and warrant that you
have complied with your obligations under that confidentiality agreement and
that you will continue to comply with such obligations.  Nothing contained in
this paragraph shall prohibit you from complying with any subpoena, court order,
deposition notice, or other legal process.

 
                                                                         stamps
                                                                            .com

     7.  You acknowledge that you have been advised to consult with an attorney
before signing this agreement, and that you have voluntarily and knowingly
executed this agreement and voluntarily and knowingly waived the statutory
provisions described in Sections 8 and 9 below after having had the opportunity
to consult with an attorney.

     8.  You further acknowledge that you may consider the terms of this
agreement for 21 days before signing it, and that you have been so advised.  You
agree to waive this right.

     9.  For a period of seven days following your execution of this agreement,
you may revoke the agreement, and the agreement shall not become effective or
enforceable until the revocation period has expired.  You agree to waive this
right.

     10.  This letter constitutes the entire agreement between you and the
Company concerning the terms of your employment severance and the compensation
related thereto.  No amendments to this agreement will be valid unless written
and signed by you and an officer of the Company.

     I believe this letter fully describes our agreement, and if you are in
accord, please sign and date below.  We wish you the best in your future
endeavors.

                                        Sincerely yours,
    


 
                                        /s/ MICHAEL ZUERCHER
                                        -------------------------------
                                        Michael Zuercher, Secretary


     I agree to and accept the
     terms of this letter.


     John W. La Valle                       26 October, 2000   
     ----------------------------        -------------------
     John W. La Valle                          Date