Distributor Agreement - Stamps.com Inc. and Office Depot Inc.


                             DISTRIBUTOR AGREEMENT


     This Distributor Agreement (the "Agreement") is made as of this 15th day of
January, 1999 (the "Effective Date"), by and between Stamps.com Inc., a Delaware
corporation with its principal place of business at 2900 31st Street, Suite 150,
Santa Monica, California 90405 ("Stamps.com") and Office Depot, Inc., a Delaware
corporation with its principal place of business at 2200 Old Germantown Road,
Delrey Beach, FL 33445 (the "Distributor").

                                   RECITALS

     WHEREAS, Stamps.com develops and publishes software which enables end-users
to purchase postage stamps electronically through Stamps.com's network system;
and

     WHEREAS, pursuant to the terms and conditions of this Agreement, Stamps.com
desires to appoint Distributor as an independent contractor to distribute such
software and Distributor desires to provide such distribution services.

     NOW THEREFORE, in consideration of the mutual promises contained herein and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1. DEFINITIONS.
   ----------- 

     As used in this Agreement, the following terms shall have the meanings set
forth in this Article 1:

     "Agreement" has the meaning given to that term in the preamble to this
      ---------                                                            
Agreement.

     "Stamps.com" has the meaning given to that term in the preamble to this
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Agreement.

     "Business Day" means any weekday, Monday through Friday, excluding national
      ------------                                                              
holidays.

     Calendar-Related" refers to date values based on the Gregorian calendar as
     ----------------                                                          
defined in Encyclopedia Britannica, 15th edition, 1982, page 602, and to all
uses of those date values described in the Software documentation.

     "Century Compliant" means that the Software satisfies the requirements set
      -----------------                                                        
forth in Section 9.3 below.

     "Century Noncompliant" means any failure of the Software to be Century
      --------------------                                                 
Compliant.

     "Confidential Information" has the meaning given to that term in Section
      ------------------------                                               
8.4 of this Agreement.

     "Customers" means end-user licensees of Software.
      ---------                                       

     "Date Data" means any Calendar-Related data in the inclusive range January
      ---------                                                                
1, 1900 through December 31, 2050 that the Software uses in any manner.

     "Distributor" has the meaning given to that term in the preamble of this
     ------------                                                            
Agreement.

     "Disputes" has the meaning given to that term in Section 17.4(i).

     "Documentation" means the user manuals and other documentation provided by
Stamps.com for use with Software. Unless expressly excluded, the term "Software"
as used herein shall include the applicable Documentation.

                                       1

 
     "Effective Date" has the meaning given to that term in the preamble of this
      --------------                                                            
Agreement.

     "Exceptions" has the meaning given to that term in Section 11.
      ----------                                                   

     "Excess Warranty" has the meaning given to this term in Section 12.
      ---------------                                                   

     "Logo Program" has the meaning given to this term in Section 6.7.
      ------------                                                    

     "Materials" has the meaning given to this term in Section 8.1.
      ---------                                                    

     "OEM" means original equipment manufacturer.
      ---                                        

     "Service Fee Revenues" has the meaning given to this term in Section 5.2.
      --------------------                                                    

     "Software" means (i) the object code version of Stamps.com's software
     ---------                                                            
programs listed in Exhibit D, and (ii) the object code version of any updates,
modifications or revisions to such computer programs provided to Distributor
pursuant to the terms of this Agreement, all as unmodified by any party other
than Stamps.com.

     "Software License Agreement" means the agreement provided in Exhibit B.
      --------------------------                                            

     "System Date" means any Calendar-Related date value in the inclusive range
      -----------                                                              
from January 1, 1985 through December 31, 2035 (including the transition between
such values) that the Software will be able to use as its current date while
operating.

     "Term" has the meaning given to that term in Section 16.1.
      ----                                                     

     "Trademarks" means all then-current names, marks and designations used by
      ----------                                                              
Stamps.com.

     "Warranty Period" has the meaning given to that term in Section 9.1.
      ---------------                                                    

2. APPOINTMENT OF DISTRIBUTOR.
   ---------------------------

     2.1  Grant to Distributor. Subject to all the terms and conditions of this
          --------------------
Agreement and the limitations set forth below, Stamps.com hereby grants and
Distributor hereby accepts, a non-transferable, non-exclusive right to market
and distribute copies of Software solely to Customers in the United States.
Copies of Software are licensed for distribution and not sold. Distributor shall
not appoint, hire or otherwise engage subdealers to market or distribute
Software without the express written consent of Stamps.com.

     2.2  Software License. Subject to all the terms and conditions of this
          ----------------
Agreement, Stamps.com hereby grants a non-exclusive, non-transferable, royalty-
free, sub-licensable and fully-paid-up license to Distributor, for so long as
this Agreement remains in effect, to use, reproduce and copy all Software and to
provide and make available to Customers, copies of all Software; provided that
                                                                 -------------
the user of all such copies provided or made available to Customers shall be
subject to the terms of the applicable Software License Agreement between each
such Customer and Stamps.com. The foregoing license is provided by Stamps.com to
Distributor free of charge.

     2.3  Title and Ownership. Distributor hereby acknowledges that all right,
          -------------------
title and interest in and to Software shall at all times remain that of
Stamps.com, including all rights in the nature of copyright, patent, trade-
secret and other intellectual property and proprietary rights with respect to
Software. Distributor shall have no right, title, or interest therein, and
Distributor is not authorized to grant any right or license with respect thereto
except as expressly set forth in, and permitted under, this Agreement.

                                       2

 
3. DISTRIBUTOR'S OBLIGATIONS GENERALLY. 
   ----------------------------------  
   
     3.1  Distribution of Software. Distributor shall use its commercially
          ------------------------
reasonable efforts to distribute Software to Customers pursuant to the
provisions set forth in Exhibit A.

     3.2  Copying/Reverse Engineering. In no event shall Distributor use, market
          ---------------------------
or distribute Software other than as provided herein. Distributor agrees not to
(i) disassemble, decompile or otherwise reverse engineer Software or otherwise
attempt to learn the source code, structure, algorithms or ideas underlying
Software, (ii) take any action contrary to Stamps.com's Software License
Agreement, except as expressly and unambiguously allowed under this Agreement,
(iii) alter or modify Software, (iv) attempt to disable any security devices or
codes incorporated in Software, or (v) allow or assist others to do any of the
foregoing.

     3.3  Competing Products. Distributor agrees that it does not currently
          ------------------
represent, distribute or promote any software that competes with any Software.
Distributor shall conduct its business in a manner that reflects favorably on
Stamps.com and Software.

     3.4  Software Package; Software License Agreement. Subject to Exhibit A,
          ----------------
Distributor shall ensure that each copy of Software distributed by or through
Distributor to Customers shall include all components of such Software as
prepackaged by Stamps.com, including, without limitation, (i) diskettes or other
media bearing labels, (ii) Stamps.com's end user manuals and Documentation,
Stamps.com's Software License Agreement, and (iii) at the option of Stamps.com,
advertising and promotional materials supplied by Stamps.com. The parties to
each Software License Agreement shall be Stamps.com and the Customer. The terms
of the Software License Agreement shall be subject to change by Stamps.com, at
its sole discretion, upon reasonable notice to Distributor. Stamps.com shall
have the right to add to or discontinue any or all Software, but only upon
thirty (30) days' prior written notice to Distributor.

     3.5  Third Party Infringement. Distributor shall notify Stamps.com promptly
          ------------------------
of any infringement of any copyrights, Trademarks, or other intellectual
property or proprietary rights relating to any Software. Stamps.com may, in its
sole discretion, take or not take whatever action it believes is appropriate in
connection with any such infringement. If Stamps.com elects to take any such
action, Distributor agrees to reasonably cooperate, at no expense to
Distributor, in connection therewith. If Stamps.com initiates and prosecutes any
action with respect to infringement of any copyrights, Trademarks, or other
proprietary rights relating to any Software, Stamps.com shall be entitled to
retain all amounts (including court costs and attorneys' fees) awarded by way of
judgment, settlement, or compromise with respect thereto.

     3.6  Compliance. Distributor shall ascertain and comply with all applicable
          ----------
state, federal and local laws and regulations and standards of industry or
professional conduct, including, without limitation, those applicable to product
claims, labeling, approvals, registrations and notifications, the Internic, the
Internet Assigned Numbers Authority and Internet community standards, and shall
also obtain Stamps.com's prior written consent before adding any product
claim,label, instructions, packaging or the like to any copy of Software.

     3.7  Export Control. Distributor shall not export or re-export any Software
          --------------     
outside the United States without Stamps.com's express written consent. In the
event such consent is received, Distributor shall comply with the U.S. Foreign
Corrupt Practices Act and all export laws, restrictions, national security
controls and regulations of the United States and other applicable foreign
agency or authority, and shall not export or re-export, or allow the export or
re-export of Software, any component of Software, any other product or
Confidential Information or any copy or direct product of any of the foregoing
in violation of any such restrictions, laws or regulations, or to Cuba, Libya,
North Korea, Iran, Iraq, or Rwanda or to any Group D:1 or E:2 country (or any
national of such country) specified in the then current Supplement No. 1 to Part
740, or, in violation of the embargo provisions in Part 746, of the U.S. Export
Administration Regulations (or any successor regulations or supplement), except
in compliance with and with all licenses and approvals required

                                       3

 
under applicable export laws and regulations, including without limitation,
those of the U.S. Department of Commerce.

4. DELIVERY TO DISTRIBUTOR.
   ----------------------- 

     4.1  Delivery. Stamps.com shall deliver a master copy of all Software to
          --------
Distributor in a format which shall enable Distributor to provide copies thereof
to Customers. Stamps.com shall provide sufficient copies of all Documentation to
Distributor to allow Distributor to include such Documentation to Customers with
Software pursuant to Distributor's obligations as set forth in Exhibit A.

5. PRICES, PAYMENTS, AND PAYMENT TERMS.
   ----------------------------------- 

     5.1  Distributor's Prices to Customers. Distributor shall provide or make
          ---------------------------------
available copies of Software free of charge to Customers and shall not charge
any fee or other consideration in connection with the delivery or distribution
of such copies.

     5.2  Revenue Sharing. As full consideration for its services hereunder,
          ---------------
Stamps.com shall pay Distributor a quarterly fee equal to [***]/*/ of all
Service Fee Revenues received by Stamps.com attributable to purchases by
Customers using Software; provided that, if any such Customer previously
                          -------------
obtained any Software from any person other than Distributor, the Service Fee
Revenues attributable to purchases by such Customer shall not be included for
purposes of determining Distributor's quarterly fee. All quarterly fees payable
by Stamps.com to Distributor shall be paid within forty-five (45) days after the
end of the quarter in which Stamps.com receives the Service Fee Revenues from
which such fees are derived. As used herein, the term "Service Fee Revenues"
shall mean all service fees received by Stamps.com from purchases of postage by
Customers and shall specifically exclude (a) the cost of the postage that is
purchased and (b) any taxes with respect thereto.

6. MARKETING AND ADVERTISING.
   ------------------------- 

     6.1  Distributor's General Undertaking, Representation, and Warranty.
          ---------------------------------------------------------------
Distributor represents, warrants, and covenants to Stamps.com that in all
advertising and marketing materials relating to Software and/or Stamps.com that
are developed by Distributor, Distributor shall endeavor to be accurate in all
respects.

     6.2  Distribution of Software. Distributor hereby agrees to advertise,
          ------------------------
market, sell and distribute Software solely as provided in Exhibit A. In its
distribution efforts, Distributor will use the Trademarks, but shall not
represent or imply that it is Stamps.com or is a part of Stamps.com; provided
                                                                     -------- 
that all advertisements and promotional materials, packaging and anything else
----
bearing a Trademark shall identify Stamps.com as the Trademark owner and
Software manufacturer; provided further that any use of the Trademarks shall be
                       ----------------
governed by Section 8.3.

     6.3  Marketing Materials. Stamps.com agrees to provide to Distributor, at
          -------------------
no cost to Distributor, such promotional materials for Software in camera ready
or electronic format as Stamps.com generally makes available to its resellers
and distributors, including technical specifications, prices, drawings, and
advertisements. Distributor may reproduce such promotional materials as
reasonably required in connection with its promotional, advertising and/or
marketing activities in connection with Software, provided that all copyright,
                                                  -------------
trademark and other property markings of Stamps.com are reproduced. Such
promotional materials, including all copies and reproductions made by
Distributor, remain the property of Stamps.com and, except insofar as they are
distributed by Distributor in the course of its performance of its duties under
this Agreement, must be promptly returned to Stamps.com upon the expiration or
termination of this Agreement. Distributor may develop its own promotional
materials for Software, provided that Distributor shall submit any such
                        -------------

__________________
     * Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission

                                       4

 
promotional materials to Stamps.com for Stamps.com's review, and Stamps.com
shall have the right to approve or reject any such promotional materials in
Stamps.com's sole discretion.

     6.4  Web Sites.
          --------- 

            (i)  Hypertext Links. If Distributor has a World Wide Web site ("Web
                 ---------------
site"), Distributor shall establish a hypertext link to Stamps.com's Web site
within thirty (30) days of the Effective Date. With respect to each hypertext
link linking users of Distributor's Web site to Stamps.com's Web site,
Distributor shall not alter the look, feel, or functionality of Stamps.com's Web
site and shall not act to prevent the look and feel of Stamps.com's Web site
(including, without limitation, page format, navigational bars, colors, fonts,
Stamps.com's trademarks, all hyperlinks appearing on Stamps.com's Web site or,
in general, the overall design of Stamps.com's Web site) from being displayed.

            (ii) Responsibilities. Each party shall be solely responsible for
                 ----------------
the development, operation, and maintenance of its Web site and for all
materials that appear on its Web site, including without limitation, (i) the
technical operation of its Web site and all related equipment, (ii) the accuracy
and appropriateness of materials posted on its Web site, and (iii) ensuring that
materials posted on its Web site do not violate any law, rule, or regulation, or
infringe upon the rights of any third party and are not defamatory, obscene or
otherwise illegal. Each party disclaims all liability for all such matters with
respect to the other's Web site.

     6.5  Advertising and Public Relations. Distributor may advertise Software
          --------------------------------
in appropriate periodicals and in a manner insuring proper and adequate
publicity for Software. Each time Distributor places any such advertising in any
periodical, Distributor shall provide Stamps.com with notice (pursuant to
Section 17.8 below) that Distributor has done so, specifying the name and date
of the applicable periodical. Distributor shall engage in public relations
activities to encourage the publication, of articles and other publications
regarding Software.

     6.6  Announcements. Within thirty (30) days following the Effective date,
          -------------
Stamps.com and Distributor shall jointly issue a press release announcing
Distributor's appointment under this Agreement. Thereafter, each party shall
obtain the other party's prior written approval of all press releases that such
party issues with respect to this Agreement and the transactions contemplated by
this Agreement. Distributor also shall obtain Stamps.com's prior written
approval of all other press releases that Distributor issues with respect to
Software.

     6.7  Logo Program. During the Term, upon mutual agreement of the parties,
          ------------
Distributor shall participate in a promotional logo program ("Logo Program") as
follows: Distributor shall be entitled to offer free postage to Customers for a
period of up to twelve months from the Effective Date; provided that, (a) the
amount of free postage to be given to any Customer shall not exceed ten dollars
($10), (b) Stamps.com shall be entitled to immediately terminate the Logo
Program at its sole discretion, (c) Customers shall not be entitled to receive
free postage until they have made an initial purchase of postage from Stamps.com
(d) Customers shall not be entitled to receive free postage if they have
previously obtained Software (whether from Distributor or another person), (e)
Distributor and Stamps.com shall mutually agree on one or more logos which
Distributor shall display on all of its packaging and marketing materials which
are generally seen by Customers, including but not limited to external packaging
and Web sites, and (f) Distributor shall not alter any such logos and shall
display such logos in strictly compliance with the parties' agreement with
respect to size, color, location and any other relevant criteria with respect to
such logos. The logos used in the Logo Program shall be deemed Trademarks for
all purposes of this Agreement, including the license granted by Stamps.com in
Section 8.3 Section 8.3.

7. INSTALLATION AND SUPPORT.
   ------------------------ 

     Stamps.com shall be solely responsible for providing Customers with
installation, maintenance and technical integration support with respect to
Software. Distributor shall notify Stamps.com as soon as possible, and within no
more than twenty-four (24) hours or one (1) Business Day, whichever period is
longer, of Distributor's receipt of any Customer request for support or
assistance with respect to Software.

                                       5

 
8. PROTECTION OF PROPRIETARY RIGHTS.
   -------------------------------- 

     8.1  Acknowledgment of Proprietary Materials. Distributor hereby
          ---------------------------------------
acknowledges that all Software, Documentation and technical support and training
materials provided to Distributor by Stamps.com (collectively, the "Materials")
are protected by the copyright laws of the United States and other countries and
that the Materials embody valuable confidential and trade secret information of
Stamps.com, the development of which required the expenditure of considerable
time and money by Stamps.com.

     8.2  Proprietary Markings. Distributor hereby agrees to ensure that all
          --------------------
copyright, trademark and other proprietary notices of Stamps.com affixed to or
displayed on Software and Documentation will not be removed, obscured or
modified by Distributor.

     8.3  Stamps.com Trademarks. Distributor acknowledges that Stamps.com is the
          ---------------------
owner of all right, title and interest in and to all the Trademarks set forth in
Exhibit C, together with any new or revised names, designs or designations that
Stamps.com may adopt to identify it or any Software during the Term, and
Distributor agrees not to adopt or use any of such Trademarks in any manner
whatsoever except as expressly provided in this Agreement.

     Stamps.com hereby grants Distributor a license during the Term to use the
Trademarks, provided that (i) they are used solely in connection with the
            -------------
marketing and distribution of Software and in accordance with Stamps.com's
specifications as to style, color and typeface set forth in Exhibit C (ii) such
use shall be subject to prior written approval of Stamps.com, which approval
shall not be unreasonably withheld, and, (iii) no other right to use any name or
designation is granted by this Agreement. Upon expiration or termination of this
Agreement, Distributor will take all action necessary to transfer and assign to
Stamps.com, or its nominee, any right, title or interest in or to any of the
Trademarks, and the goodwill related thereto, which Distributor may have
acquired in any manner as a result of the marketing and distribution of Software
under this Agreement, and Distributor shall cease using any Trademark.
Distributor hereby agrees to notify Stamps.com immediately upon Distributor
gaining knowledge of any infringement or potential infringement of any
Trademark.

     Distributor agrees not to apply for registration of any Trademarks anywhere
in the world or for any mark confusingly similar thereto. Stamps.com may elect
to apply for registration of one or more of the Trademarks anywhere in the world
at its expense, and, in such event, Stamps.com shall so notify Distributor and
Distributor shall assist and cooperate with Stamps.com in connection therewith.
Distributor also agrees not to use or contest, during or after the term of this
Agreement, any Trademark, name, mark or designation used by Stamps.com anywhere
in the world (or any name, mark or designation similar thereto). Distributor
acknowledges and agrees that all use of the Trademarks by Distributor shall
inure to the benefit of Stamps.com.

     8.4  Confidential Information. Distributor hereby agrees to hold any
          ------------------------
information, materials and data made available to it by Stamps.com that
reasonably should be understood to be confidential (collectively, "Confidential
Information"), in confidence and agrees not to use, copy, or disclose, or permit
any of its personnel to use, copy, or disclose the same for any purpose that is
not specifically authorized herein. For the purposes of this Section 8.4, the
terms and conditions of this Agreement and the Materials are Confidential
Information of Stamps.com.

9. WARRANTY.
   -------- 
     
     9.1  Limited Warranty of Performance. 9.1.1 Stamps.com warrants to
          -------------------------------
Distributor, for a period of ninety (90) days following delivery to a Customer
(the "Warranty Period"), that the Software will substantially conform to the
Documentation and that the media on which the Software is provided is free from
material defects. The foregoing warranty will apply only to the most current
version of Software issued by Stamps.com from time to time. Stamps.com assumes
no responsibility for claims resulting from the distribution of superseded,
outdated, or uncorrected versions of Software.

                                       6

 
     9.1.2  Stamps.com warrants that Calendar-Related processing by the Software
of the Date Data or of any System Date will not cause the Software to cease to
operate substantially in accordance with the Documentation. Stamps.com further
warrants that all data fields for the Date Data contained in the Software are
four-digit fields capable of indicating century and millennium and that
Stamps.com has verified through the testing procedures that no change in the
System Date (including the change from the year 1999 to the year 2000) will
cause the Software to cease to operate substantially in accordance with the
Documentation. Notwithstanding any provision to the contrary set forth in this
Agreement, Stamps.com makes no representation or warranty as to that the
Software will be Century Compliant when it is used with any Century Noncompliant
computer software, computer firmware, computer hardware, or any combination of
the foregoing supplied by third parties.

     9.2  Exclusive Remedy. Software supplied by Stamps.com hereunder which does
          ----------------
not comply with the warranties set forth in (i) Section 9.1.1 and is returned
(by Distributor only) to Stamps.com during the Warranty Period (with proof of
the date of purchase) or (ii) Section 9.1.2 and is returned (by Distributor
only) to Stamps.com will be corrected or replaced at no expense to Distributor,
provided Distributor returns the Software in its original packaging (if
applicable) and bears the shipping cost of returning the Software to Stamps.com
(except in the event the defective Software was downloaded by the end-user from
Stamps.com's Web site, in which case Stamps.com will advise the end-user to
contact Stamps.com directly for warranty claims). Stamps.com will bear the
shipping cost of replacement Software to Distributor. If Stamps.com cannot, or
determines that it is not commercially practical to, correct or replace the
returned Software, Stamps.com will refund the purchase price of the returned
Software paid by Distributor. The warranty set forth in Section 9.1 shall not
apply to any version of the Software which has been discontinued or superseded
or updated by a new version or release made available to Distributor (or
Distributor's end-user customer) by Stamps.com for distribution hereunder.
DISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY WARRANTY CLAIM, IF
VERIFIED, IS EXPRESSLY LIMITED TO STAMPS.COM'S REASONABLE EFFORTS TO CORRECT OR
REPLACE SUCH DEFECTIVE SOFTWARE AND/OR DOCUMENTATION AT STAMPS.COM'S SOLE
EXPENSE OR REFUND THE PRICE PAID BY DISTRIBUTOR.

     9.3  Disclaimer. No representation or other affirmation of fact not set
          ----------
forth herein, including, without limitation, statements regarding capacity,
compliance, suitability for use, or performance of any Software, shall be or be
deemed to be a warranty or representation by Stamps.com for any purpose, or give
rise to any liability or obligation of Stamps.com whatsoever. EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES EXPRESS
OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE, AND NON
INFRINGEMENT, OR CENTURY COMPLIANCE.

10. LIMITATION OF LIABILITY; INJUNCTIVE RELIEF.
    ------------------------------------------ 

     10.1   No Consequential Damages; Limitation of Liability. IN NO EVENT SHALL
            -------------------------------------------------
EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR
LOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.
EXCEPT WITH RESPECT TO A BREACH OF SECTION 8.4 AND THE INDEMNIFICATION
OBLIGATIONS UNDER SECTION 12 BELOW, THE LIABILITY OF EITHER PARTY FOR ANY CLAIM
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT
PAID BY STAMPS.COM TO DISTRIBUTOR WITH RESPECT TO THE SPECIFIC ITEMS OF SOFTWARE
GIVING RISE TO SUCH CLAIM.

     10.2   Injunctive Relief. Distributor acknowledges that any breach of its
            -----------------
obligations under this Agreement with respect to the proprietary rights or
Confidential Information of Stamps.com will cause

                                       7

 
Stamps.com irreparable injury for which there are inadequate remedies at law,
and therefore Stamps.com will be entitled to injunctive relief in addition to
all other remedies provided by this Agreement or available at law.

11. DEFENSE OF INTELLECTUAL PROPERTY CLAIMS.
    --------------------------------------- 

     If notified promptly in writing of any action (and all prior claims
relating to such action) against Distributor based on a claim that Distributor's
distirbution and/or use of Software infringes a third party's copyright or
trademark or misappropriates a third party's trade secret, and if given access
by Distributor to any information Distributor has regarding such alleged
infringement, Stamps.com agrees to defend and hold harmless Distributor in such
action at its expense and will pay any costs or damages finally awarded against
Distributor in any such action; provided that, Stamps.com shall have had sole
                                -------------
control of the defense of any such action and all negotiations for its
settlement or compromise. In the event that Stamps.com reasonably believes that
any Software infringes a copyright or trademark or misappropriates a trade
secret, Stamps.com may, at its option and at its expense, either procure for
Distributor the right to continue using any Software, modify the same so it
becomes non-infringing or allow the Distributor to terminate this Agreement
pursuant to Section 16.2(ii). Stamps.com shall not have any liability to
Distributor under any provision of this clause if any infringement, or claim
thereof, is based upon: (i) the Distributor's use of Software in combination
with other computer hardware or software programs that Stamps.com has not
approved for use with such Software, (ii) Software that has been modified by
Distributor, (iii) Distributor's use of Software beyond the scope of the license
granted to it by Stamps.com hereunder, (iv) Distributor's use after notice of
infringement or misappropriation, or (v) Infringement by the Distributor
relating solely to the use of Software but not the Software itself. Distributor
shall indemnify Stamps.com and hold it harmless against any expense, judgment or
loss for infringement of any patent or other intellectual property right which
results from the exceptions set forth in the immediately preceding sentence of
this Section 11 (collectively, "Exceptions"). No costs or expenses shall be
incurred for the account of Stamps.com without the prior written consent of
Stamps.com. THE FOREGOING STATES THE ENTIRE LIABILITY OF STAMPS.COM WITH RESPECT
TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL
PROPERTY RIGHTS BY ANY SOFTWARE, OR ANY PART THEREOF, OR BY ITS OPERATION.

12. INDEMNITY.
    --------- 

     12.1  Distributor's Indemnity. If notified promptly in writing of any
           -----------------------
action (and all prior claims relating to such action) against Stamps.com based
on a claim arising from (i) infringement of any patent or other intellectual
property right which results from the Exceptions; (ii) Distributor's grant of a
warranty to any Customer exceeding the limited warranty set forth in Section 9.1
of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of
this Agreement, or (iv) Distributor's negligence or willful misconduct,
Distributor shall indemnify Stamps.com and hold Stamps.com harmless from and
against any judgment, damage, liability, or expenses, including reasonable
attorney's fees, arising out of any claim with respect to the breach or alleged
breach of such Excess Warranty or this Agreement or such negligence or willful
misconduct; provided that Distributor shall have had sole control of the defense
            -------------
of any such action and all negotiations for its settlement or compromise; and,
provided further, that no cost or expense shall be incurred for the account of
----------------
Distributor without Distributor's prior written consent.

     12.2  Stamps.com's Indemnity. If notified promptly in writing of any action
           ----------------------
(and all prior claims relating to such action) against Distributor based on a
claim arising from (i) Stamps.com's material breach of this Agreement, or (ii)
Stamps.com's negligence or willful misconduct, Stamps.com shall indemnify
Distributor and hold Distributor harmless from and against any judgment, damage,
liability, or expenses, including reasonable attorney's fees, arising out of any
claim with respect to the breach or alleged breach of this Agreement or such
negligence or willful misconduct; provided that Stamps.com shall have had sole
                                  -------------
control of the defense of any such action and all negotiations for its
settlement or compromise; and, provided further, that no cost or expense shall
                               ----------------
be incurred for the account of Stamps.com without Stamps.com's prior written
consent.

                                       8

 
13. REPORTS AND RECORDS.
    ------------------- 

       13.1  Reports. Distributor shall keep complete records concerning all
             -------
copies of Software provided to, or downloaded by, Customers, as the case may be.
Within ten (10) Business Days of the close of each month during the Term,
Distributor shall complete and forward to Stamps.com a monthly report containing
a summary setting forth the number of copies of Software provided to, or
downloaded by, Customers, as the case may be.

       13.2  Audit. Distributor agrees to maintain copies of all documentation
             -----
relating to the distribution of Software under this Agreement. If requested in
writing by Stamps.com, Distributor shall permit Stamps.com to have access to
such documentation at Distributor's place of business during ordinary business
hours. Distributor agrees to keep for three (3) years after termination of this
Agreement records of all copies of Software provided to or downloaded by
Customers, as the case may be, in each case sufficient to adequately administer
a recall of any Software and to fully cooperate in any decision by Stamps.com to
recall, retrieve and/or replace any Software. Stamps.com agrees to maintain
copies of all documentation relating to Service Fee Revenues from Customer
purchases using Software distributed by Distributor hereunder. Within fifteen
(15) days after the end of each month, Stamps.com shall provide a report to
Distributor setting forth the revenues received by Stamps.com for such month
which are attributable to purchases from Customers using such Software. If
requested in writing by Distributor, Stamps.com shall permit, at Distributor's
sole expense, Distributor's independent certified public accountants, subject to
a non-disclosure agreement with Stamps.com, up to once per calendar year, to
have access solely to such documentation as is reasonably necessary for such
accountants to verify the amount of revenues set forth on such report; provided,
in no event shall such access include access to Stamps.com's servers. For a
period of three (3) years after termination of this Agreement, Stamps.com agrees
to keep records of all Customer purchases made pursuant to Software distributed
by Distributor hereunder.

14. RELATIONSHIP OF PARTIES.
    ----------------------- 

       Distributor is an independent contractor and nothing contained in this
Agreement shall be construed to constitute either party as a partner, joint
venturer, co-owner, employee, or agent of the other party, and neither party
shall hold itself out as such. Neither party has any right or authority to
incur, assume or create, in writing or otherwise, any warranty, liability or
other obligation of any kind, express or implied, in the name of or on behalf of
the other party, it being intended by both Distributor and Stamps.com that each
shall remain an independent contractor responsible for its own actions.
Distributor agrees to indemnify and hold Stamps.com harmless from and against
any damage or expenses, including reasonable attorney's fees, arising out of
Distributor's breach of the provisions of this Section 14.

15. ASSIGNMENT.
    ---------- 

       Distributor shall not assign, transfer or otherwise dispose of this
Agreement in whole or in part to any individual, corporation or other entity
without the prior written consent of Stamps.com, except that Distributor may
assign or transfer this Agreement to an affiliate or parent of Distributor at
Distributor's discretion without the necessity of any consent requirement,
provided that Distributor shall continue to remain obligated to Stamps.com for
the assignee's performance or breach of Distributor's duties and obligations
hereunder.


16. TERM OF AGREEMENT; TERMINATION.
    ------------------------------ 

       16.1  Term. This Agreement shall be effective as of the Effective Date
             ----
and shall have an initial term of two (2) years. Upon the expiration of such
term (or any renewal term), this Agreement shall automatically renew for
additional one (1) year periods unless either party notifies the other party at
least sixty (60) days prior to the applicable renewal date of its intention to
not renew the Agreement (the initial term and any renewal term shall be
collectively referred to as the "Term").

                                       9

 
     16.2 Events of Termination.
          ---------------------

          (i)    Bankruptcy/Reorganization. Either party may terminate this
                 -------------------------
Agreement immediately upon written notice to the other party if the other party
becomes insolvent, seeks protection under any bankruptcy, receivership, trust
deed, creditors arrangement, composition or comparable proceeding, proceedings
in bankruptcy or insolvency are instituted against the other party, or a
receiver is appointed, or if any substantial part of the other party's assets is
the object of attachment, sequestration or other type of comparable proceeding,
and such proceeding is not vacated or terminated within thirty (30) days after
its commencement or institution.

          (ii)   Default. Either party may terminate this Agreement if the other
                 -------
party commits a material breach of any of the material terms or provisions of
this Agreement and does not cure such breach within thirty (30) days after
receipt of written notice given by the other party. Notwithstanding the
foregoing, Stamps.com may immediately terminate this Agreement in the event
Distributor breaches its obligations under Section 2.1, 3.2, 8.3 or 8.4.

          (iii)  Licenses. Either party may terminate this Agreement immediately
                 --------
if it or the other party is unable to obtain or renew any permit, license or
other governmental approval necessary to carry on the business contemplated
under this Agreement.

     16.3 Termination for Convenience. Notwithstanding anything herein to the
          ---------------------------
contrary, either party may terminate this Agreement at any time with or without
cause upon thirty (30) days' prior written notice.

     16.4 Rights Upon Termination. Upon termination of this Agreement by
          -----------------------
expiration of the Term or otherwise, all further rights and obligations of the
parties shall cease, except that the parties shall not be relieved of (i) their
respective obligations to pay any moneys due or which become due as of or
subsequent to the date of termination, and (ii) any other respective obligations
under Sections 2.3, 3.2, 3.3, 3.7, 8.1, 8.3 (first and third paragraphs only),
8.4, 9.2, 9.3, 10.1, 10.2, 11, 12, 13.1, 13.2, 14, 15, 16.4, 16.5, and 17.1 -
17.9. Without limiting the foregoing, upon termination of this Agreement, all
licenses granted to Distributor hereunder shall terminate and each party shall
remove any links from its Web site to the other party's Web site.

     16.5 Existing Licenses. All Software License Agreements in effect as of the
          -----------------
date of termination or expiration of this Agreement shall survive such
termination or expiration and continue in effect until terminated in accordance
with their terms.

17. MISCELLANEOUS.
    ------------- 

     17.1 Force Majeure. If the performance of any obligation (other than
          -------------
payment and confidentiality obligations) under this Agreement is prevented,
restricted or interfered with by reason of war, revolution, civil commotion,
acts of public enemies, blockade, embargo, strikes, outage of the Internet, law,
order, proclamation, regulation, ordinance, demand, or requirement having a
legal effect of any government or any judicial authority or representative of
any such government, or any other act whatsoever, whether similar or dissimilar
to those referred to in this Section 17.1, which is beyond the reasonable
control of the party affected, then the party so affected shall, upon giving
prior written notice to the other party, be excused from such performance to the
extent of such prevention, restriction, or interference, provided that the party
so affected shall use reasonable commercial efforts to avoid or remove such
causes of nonperformance, and shall continue performance hereunder with
reasonable dispatch whenever such causes are removed. The parties agree and
acknowledge that the foregoing shall include Stamps.com's failure to obtain any
necessary governmental approval required in connection with the use of any
Software, including without limitation any postal service approval.

     17.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all previous negotiations, agreements
and commitments with respect thereto, and shall not be released, discharged,
changed or modified in any manner except by instruments signed by duly
authorized

                                       10

 
officers or representatives of each of the parties hereto. No course of prior
dealing between the parties and no usage of the trade shall be relevant to
supplement or explain any term used herein. Acceptance or acquiescence in a
course of performance rendered hereunder shall not be relevant to determine the
meaning of these terms and conditions even though the accepting or acquiescing
party has knowledge of the performance and opportunity for objection.

     17.3  Applicable Law. Any claim or controversy relating in any way to this
           -------------- 
Agreement shall be governed and interpreted exclusively in accordance with the
laws of the State of California and the United States without regard to the
United Nations Convention on Contracts for the International Sale of Goods. This
Agreement shall be deemed to have been made in, and shall be construed under,
the internal laws of the State of California, without regard to the principles
of conflicts of laws thereof and the United Nations Convention on Contracts for
the International Sale of Goods. Any mediation under Section 17.4(iii) below
shall be conducted in Los Angeles County, California. In addition, Stamps.com
and Distributor acknowledge and agree that the courts located in such county
shall have exclusive jurisdiction in any action or proceedings with respect to
this Agreement, including the federal district courts located in such county.

     17.4  Dispute Resolution.  All disputes arising in connection with this
           ------------------
Agreement shall be resolved as follows:

           (i)   General Intent.  Stamps.com and Distributor intend that all
                 --------------
problems and disputes relating to this Agreement or arising from the
transactions contemplated hereby ("Disputes") shall be resolved through the
procedures of this Section 17.4; provided, however, that neither party shall be
                                 ----------------- 
under any obligation to proceed in accordance with this Section 17.4 with
respect to Disputes concerning any alleged breach of Section 2.3, 3.2, 8.1, 8.2,
8.3 or 8.4 of this Agreement, as to which a party may take any legal action in a
court of law or equity (without the necessity of posting any bond) to assert or
enforce a claim that it has against the other party under this Agreement. The
procedures in this Section 17.4 shall not replace or supersede any other remedy
to which a party is entitled under this Agreement or under applicable law.

           (ii)  Informal Resolution Efforts.  Stamps.com and Distributor
                 ---------------------------
initially shall attempt to resolve Disputes through informal negotiations
conducted by the president or any vice president of Stamps.com and the president
or any vice president of Distributor.

           (iii) Mediation.  If a Dispute cannot be resolved under subsection
                 ---------
17.4(ii), the Dispute shall be submitted to mediation by written notice of the
party seeking mediation to the other party. In the mediation process, Stamps.com
and Distributor shall attempt in good faith to resolve their differences
voluntarily with the aid of an impartial mediator, who will attempt to
facilitate negotiations. The mediator shall be selected by mutual agreement of
Stamps.com and Distributor. If Stamps.com and Distributor cannot agree on a
mediator, the American Arbitration Association or JAMS/Endispute shall designate
a mediator at the request of either party. Any mediator so designated must be
acceptable to both parties. The mediation shall be confidential, and the
mediator may not testify for either party in any later proceeding relating to
the Dispute. Each party shall bear its own costs in the mediation. The fees and
expenses of the mediator shall be shared equally by the parties.

           (iv)  Court Actions.  If Stamps.com and Distributor cannot resolve a
                 -------------
Dispute through mediation pursuant to Section 17.4(iii) above, either party may
seek further redress by taking legal action in a court of law or equity to
assert or enforce a claim that it has against the other party under this
Agreement.

     17.5  Statute of Limitations.  Any action by the Distributor for breach of
           ---------------------- 
these terms and conditions must be commenced within one (1) year after the cause
of action has accrued.

     17.6  Partial Illegality.  If any provision of this Agreement or the
           ------------------ 
application thereof to any party or circumstances shall be declared void,
illegal or unenforceable, the remainder of this Agreement shall be valid 

                                       11

 
and enforceable to the extent permitted by applicable law. In such event, the
parties shall use their best efforts to replace the invalid or unenforceable
provisions by a provision that, to the extent permitted by the applicable law,
achieves the purposes intended under the invalid or unenforceable provision. Any
deviation by either party from the terms and provisions of this Agreement to the
limited extent necessary to comply with applicable laws, rules or regulations
shall not be considered a breach of this Agreement.

     17.7  Waiver of Compliance.  Any failure by any party hereto to enforce at
           -------------------- 
any time any term or condition under this Agreement shall not be considered a
waiver of that party's right thereafter to enforce each and every item and
condition of this Agreement.

     17.8  Notices.  All notices and other communications in connection with
           ------- 
this Agreement shall be in writing and shall be sent to the respective parties
at addresses set forth below in this Section 17.8, or to such other addresses as
may be designated by the parties in writing from time to time in accordance with
this Section 17.8, by registered or certified air mail, postage prepaid, or by
express courier service, service fee prepaid, or by telefax with a hard copy to
follow via air mail or express courier service in accordance with this Section
17.8. All notices shall be deemed received (i) if given by hand, immediately,
(ii) if given by air mail, five (5) business days after posting, (iii) if given
by express courier service, three (3) business days after delivery to courier
service, or (iv) if given by telefax, upon receipt thereof by the recipient's
telefax machine as indicated either in the sender's identification line produced
by the recipient's telefax machine or in the sender's transmission confirmation
report as produced electronically by the sender's telefax machine.

     To Stamps.com:      Stamps.com Inc.
                         2900 31st Street, Suite 150
                         Santa Monica, CA  90405
                         Attention: President
                         Facsimile: (310) 450-7337

                         With a copy to:

                         Brobeck, Phleger & Harrison LLP
                         38 Technology Drive
                         Irvine, California  92618
                         Attention: Bruce R. Hallett, Esq.
                         Fax: (949) 790-6301

     To Distributor:     Office Depot, Inc.
                         818 Mission Street, 4th Floor
                         San Francisco, CA  94103
                         Attention:   Mr. Keith Butler, Executive Director
                         Fax: (415) 974-1001

                         With a copy to:

                         Office Depot, Inc.
                         2200 Old Germantown Road
                         Delray Beach, FL.  33445
                         Attn: Legal Department: Brian D. Dan, Esq. Senior 
                               Corporate Counsel
                         Fax: (561) 438-4464

     17.9  Counterparts.  This Agreement may be executed in counterparts, each
           ------------
of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.

                                       12

 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duty authorized representative as of the Effective Date.

                                   STAMPS.COM INC.

                                   By:______________________________
                                   Name:____________________________
                                   Title:___________________________

                                   DISTRIBUTOR:

                                   _______________________________
                                   By:______________________________
                                   Name:____________________________
                                   Title:___________________________

                                       13

 
                                   EXHIBIT A

                           DISTRIBUTION OBLIGATIONS
                           ------------------------


Distributor obligations under the Agreement are as follows:

1.   Distributor shall promote the Software and Stamps.com during Phase III of
     Stamps.com's beta-testing program.
2.   Distributor shall market and make available for downloading the Software on
     Distributor's World Wide Web site (the "Officedepot Site").
3.   Distributor shall use good faith efforts to negotiate with Stamps.com the
     terms of a point of purchase ("POP") advertising campaign in all of
     Distributor's retail stores. As part of such POP advertising campaign,
     Stamps.com will provide copies of a co-branded version of the Software on
     CD-ROM to be used for distribution in Distributor's retail stores at no
     charge. Stamps.com will provide the free postage offer that is described in
     Section 6.7 of the Agreement (the "Free Postage Offer") will all such CD-
     ROMs.
4.   Distributor shall provide Stamps.com with preferred positioning of its
     "Free Postage" logo hypertext link on the top half of the home page of the
     Officedepot Site and promote Stamps.com as Distributor's preferred postage
     provider. Distributor shall also place the "Free Postage" logo on each
     other page of the Officedepot Site on which a reference to Stamps.com, the
     Software, or both appears.
5.   Distributor shall provide Stamps.com with the exclusive right to direct
     market the Software and other products, via e-mail or direct mail, to
     registered users of the Officedepot Site once per calendar quarter during
     the Term (the "Campaign"). Distributor must approve the Campaign, which
     approval will not be unreasonably withheld, and shall at all times maintain
     control of, and access to, Distributor's list of registered users.
     Stamps.com must submit all marketing materials to Distributor for
     distribution to its registered users.
6.   Distributor shall have the right to market Free Postage Offer as a special
     promotion that Distributor secured on behalf of its customer base.
     Stamps.com will provide Distributor's Customers with the Free Postage Offer
     during the Term.
7.   Distributor shall use commercially reasonable and good faith efforts to
     promote the Software at appropriate trade and promotional events during the
     Term.
8.   Distributor shall negotiate with Stamps.com in good faith to develop a
     comprehensive program for the distribution of the Software throughout
     Distributor's existing retail and e-commerce fulfillment networks.

Stamps.com's obligations under this Agreement are as follows:

1.   Stamps.com shall provide Distributor with Revenue Sharing fees, as
     described in Section 5.2 of this Agreement, at a percentage no less than
     the percentage Stamps.com pays to either Staples or Officemax from time to
     time during the Term.
2.   Stamps.com shall include Distributor's logo graphic on all postage printed
     from the Software by Distributor's Customers.
3.   Stamps.com shall provide and maintain a hypertext link from the Stamps.com
     World Wide Web site (the "Stamps.com Site") to the Officedepot Site.
4.   Stamps.com shall provide Distributor the right to market, once per calendar
     quarter, Distributor's special discounted product offerings (the
     "Offerings") in a Stamps.com promotional e-mail (the "Promotion")
     distributed from time to time during the Term to its customer base who has
     opted into the Promotion. Distributor's Offerings must be equivalent to a
     $10 value and are subject to Stamps.com's approval. Stamps.com shall at all
     times maintain control of, and access to, Stamps.com's list of registered
     users.

                                      A-1

 
                                   EXHIBIT B

                      STANDARD SOFTWARE LICENSE AGREEMENT
                      -----------------------------------
                                        
STAMPS.COM, INC. END-USER SOFTWARE LICENSE AGREEMENT FOR STAMPS.COM INTERNET
POSTAGE SINGLE-USER VERSION

                          IMPORTANT:  READ CAREFULLY
                      BEFORE OPENING THE SEALED ENVELOPE

THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL,
THE USE OF WHICH IS SUBJECT TO THIS END-USER SOFTWARE LICENSE AGREEMENT.
OPENING THE SEALED ENVELOPE CONSTITUTES YOUR AND (IF APPLICABLE) YOUR COMPANY'S
ASSENT TO AND ACCEPTANCE OF THIS END-USER SOFTWARE LICENSE AGREEMENT (THE
"LICENSE" OR "AGREEMENT").  IF YOU DO NOT AGREE WITH ALL OF THE TERMS, YOU MUST
NOT USE THIS PRODUCT.  WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR
                                           ---                                  
ENFORCEABILITY OF THIS AGREEMENT, AND NO SOLICITATION OF SUCH WRITTEN APPROVAL
BY OR ON BEHALF OF STAMPS.COM, INC. ("STAMPS.COM") SHALL BE CONSTRUED AS AN
INFERENCE TO THE CONTRARY.  IF THESE TERMS ARE CONSIDERED AN OFFER BY
STAMPS.COM, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

LICENSE AND WARRANTY:
The Software which accompanies this License (the "Software") is the property of
Stamps.com, and is protected by state, federal, and international copyright law.
Although Stamps.com continues to own the Software, you will have certain rights
to use the Software after your acceptance of this License. Except as may be
modified by a license addendum which accompanies this License, your rights and
obligations with respect to the use of this Software are as follows:

1.   YOU MAY:

A.   Use only one copy of any version of the Software contained on the enclosed
     CD-ROM or floppy disk or downloaded from the Internet or any other online
     source on a single computer;

B.   Install the Software from its original distribution medium onto another
     computer so long as any other copies of the Software are deleted or
     otherwise made irreversibly inoperative;

C.   Make one copy of the Software for archival purposes; and

D.   Distribute unmodified and unregistered copies of the Software on the
     original distribution medium for non-commercial use.

2.   YOU MAY NOT:

A.   Use the Software to purchase or print evidence of United States postage
     until and unless you have been issued a Postal Meter License by the United
     States Postal Service;

B.   Sublicense, rent or lease any portion of the Software;

C.   Reverse engineer, decompile, disassemble, modify, translate, make any
     attempt to discover the source code of the Software, or create derivative
     works from the Software;

                                      B-1

 
D.   Copy or move any version of the Software after it has been installed and/or
     registered to another computer;

E.   Use the Software to commit or attempt to commit any form of fraud against
     or engage in any form of criminal activity involving the United States
     Postal Service or related agencies and organizations;

F.   Authorize or allow other persons or entities to use the Software unless
     such persons are members of your immediate family or household;

G.   Make known or allow to be made known information relating to Software
     serial numbers, accounts, passwords, device identification numbers, or any
     other information that could reveal or jeopardize the integrity of your
     Stamps.com account; or

H.   Install or use the Software on a computer located outside the United States
     of America or its territories and possessions.

3.   Warranty

Stamps.com warrants that the tangible media on which the Software is distributed
will be free from defects sixty (60) days from the date of delivery of the
Software to you. Your sole remedy in the event of a breach of this warranty will
be that Stamps.com will, at its option, replace any defective media returned to
Stamps.com within the warranty period. Stamps.com does not warrant that the
Software will not meet your requirements or that operation of the Software will
be uninterrupted or that the Software will be error-free.

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY, GUARANTEE OR
REPRESENTATION AS TO (1) THE ABILITY OF THE SOFTWARE TO PROCESS CALENDAR DATE
VALUES, INCLUDING BUT NOT LIMITED TO, CALENDAR DATE VALUES FROM JANUARY 1, 1999
THROUGH AND BEYOND JANUARY 1, 2000, AND IN PROCESSING SUCH CALENDAR DATE VALUES,
TO OPERATE IN ACCORDANCE WITH THE DOCUMENTATION, OR (2) WHETHER ANY OR ALL DATA
FIELDS FOR CALENDAR DATE VALUES AND DATA ARE FOUR-DIGIT FIELDS CAPABLE OF
INDICATING CENTURY AND MILLENNIUM OR ADDRESSING LEAP YEARS CORRECTLY.

THIS ABOVE WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS,
WHICH VARY FROM STATE TO STATE.

4.   Disclaimer of Damages

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE, IN NO EVENT WILL STAMPS.COM BE LIABLE TO YOU FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST
DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF STAMPS.COM
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES. SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU.

                                      B-2

 
IN NO CASE SHALL STAMPS.COM 'S LIABILITY EXCEED THE PURCHASE PRICE FOR THE
SOFTWARE. The disclaimers and limitations set forth above will apply regardless
of whether you accept the Software.

5.   U.S. Government Restricted Rights:

If your company is an agency of the United States government, as defined in FAR
section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-
7014(a)(5) or otherwise, all software and accompanying documentation provided in
connection with this Agreement are "commercial items," "commercial computer
software," and/or "commercial computer software documentation."  Consistent with
DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, disclosure or distribution thereof
by or for the United States government shall be governed solely by the terms of
this Agreement and shall be prohibited except to the extent expressly permitted
by the terms of this Agreement.
USE, DUPLICATION, OR DISCLOSURE BY THE UNITED STATES GOVERNMENT IS SUBJECT TO
RESTRICTIONS AS SET FORTH IN SUBPARAGRAPH (C) (1) (II) OF THE RIGHTS IN
TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT DFARS 252.227-7013 OR
SUBPARAGRAPHS (C) (1) AND (2) OF THE COMMERCIAL COMPUTER SOFTWARE  RESTRICTED
RIGHTS CLAUSE AT 48 CFR 52.227-19, AS APPLICABLE.

6.   Export:

You may not export or re-export the Software outside the United States without
Stamps.com's express written consent.  In the event such consent is received,
you must comply with the U.S. Foreign Corrupt Practices Act and all export laws,
restrictions, national security controls and regulations of the United States
and other applicable foreign agency or authority.  You shall not export or re-
export, or allow the export or re-export of the  Software, any component of
Software, or any copy of the Software in violation of any such restrictions,
laws or regulations, or to Cuba, Libya, North Korea, Iran, Iraq, or Rwanda or to
any Group D:1 or E:2 country (or any national of such country) specified in the
then current Supplement No. 1 to Part 740, or, in violation of the embargo
provisions in Part 746, of the U.S. Export Administration Regulations (or any
successor regulations or supplement), except in compliance with and with all
licenses and approvals required under applicable export laws and regulations,
including without limitation, those of the U.S. Department of Commerce.

7.   General

This Agreement will be governed by the laws of the State of California and any
applicable federal law or Postal Regulations. This Agreement may only be
modified by a license addendum which accompanies this License or by a written
document which has been signed by both you and Stamps.com. Should you have any
questions concerning this Agreement, or if you desire to contact Stamps.com for
any reason, please write:

Stamps.com, Inc.
2900 31st Street, Suite 150
Santa Monica, CA 90405.

                                      B-3

 
                                   EXHIBIT C

                            STAMPS.COM'S TRADEMARKS
                            -----------------------
                                        
1.  "S" Design
2.  "S" Design with "Internet Postage"
3.  "StampFX"
4.  "stamps.com"
5.  "Stamps for Home"
6.  "Stamps for Office"
7.  "Stamps for Networks"
8.  "Stamps2000"
9.  "Essurance"

*Free Postage Logo and trademark to be provided by Stamps.com

                                      C-1

 
                                   EXHIBIT D

                               SOFTWARE PROGRAMS
                               -----------------

1.  USPS approved Stamps.com software

                                      D-1