Severance Agreement - Stamps.com Inc. and John M. Payne



                                STAMPS.COM INC.

                       3420 Ocean Park Blvd., Suite 1040

                        Santa Monica, California 90405





February 13, 2001



Mr. ---- -. -----

-------

-------



Dear -----:



     The following confirms our mutual agreement to amend the terms of your

December 20, 2000 separation letter (the "Separation Letter") with Stamps.com

Inc. (the "Company"):

 

     1.   Upon receipt of this amendment letter signed and dated by you, the

Company agrees to pay you a lump sum amount of $120,807.37, which amount

represents 90% of remaining payments to which you would otherwise be entitled to

under paragraph 2(a) of the Separation Letter.  Amounts paid under this

amendment letter shall be less any and all appropriate withholding taxes.



     2.   You acknowledge that by payment of the amounts set forth above, the

Company shall have no further payment obligations to you and you shall be

entitled to no further payments under paragraph 2(a) of the Separation Letter.



     3.   Except as expressly amended by this amendment letter, the terms,

releases, covenants and agreements contained in the Separation Letter remain

unaffected by this amendment letter and continue in full force and effect.

 

     4.   The Separation Letter (including Exhibits A through D thereto) and

this amendment letter constitute the entire agreement between you and the

Company concerning the terms of your employment severance and the compensation

related thereto.  No amendments to the Separation Letter or this amendment

letter 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/ KEN McBRIDE

                              _________________________________

                              Ken McBride

                              Chief Financial Officer

 

 

     I agree to and accept the terms of this letter.

 

 

     /s/ -------------                     February 17, 2001

     _______________________________       ____________________

     -------------                         Date