Amendment To The Online Store Outsourcing Agreement

AMENDMENT TO THE
ONLINE STORE OUTSOURCING AGREEMENT


This Amendment, dated January ____, 2002 ("Amendment") to the Online Store Outsourcing Agreement dated June 9, 2000 ("Agreement") by and between Stamps.com, Inc. ("Stamps.com") and Office Depot, Inc. ("Store Operator").


WHEREAS, Stamps.com and Store Operator desire to amend certain portions of the Agreement as described herein.


NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants hereinafter set forth, Stamps.com and Store Operator agree as follows:


1. Section 6.1(1) is deleted in its entirety and Store Operator has no
further monetary obligation nor liability to Stamps.com pursuant to
this section, except as may be set forth in this Amendment.


2. Section 6.1(2) is deleted in its entirety and replaced with the
following: "Bounty. Effective January 1, 2002 and during the remainder
of the Term, Store Operator shall pay Stamps.com a _____________
("Store Operator Bounty") of _______ for each Qualified Referral who
has not bought from the Store Operator Online Store in the twelve (12)
months immediately preceding the date of this Amendment."


3. Section 6.1(3) is deleted and replaced in its entirety with the
following: "Royalty. During the Term, Store Operator shall pay
Stamps.com a royalty ("Store Operator Royalty") equal to _______
percent (__%) of Gross Store Revenue from Qualified Referrals existing
as of December 31, 2001, whether such Gross Store Revenue is received
by Store Operator prior or subsequent to December 31, 2001."


4. Section 6.2 (1) is deleted and replaced in its entirety with the
following: "Bounty. Effective January 1, 2002 and during the remainder
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of the Term, Stamps.com shall pay Store Operator: (i) ________________
for each New Customer who registers for Stamps.com's Simple Plan
pricing plan through a direct traceable hypertext link from a
promotion on the Store Operator's website located at
http://www.OfficeDepot.com ("Store Operator Site") or electronic mail
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sent by Store Operator; (ii) __________________ for each New Customer
who registers for Stamps.com's Power Plan pricing through a direct
traceable hypertext link from a promotion on the Store Operator Site;
(iii) __________________ for each New Customer who registers for
Stamps.com's Simple Plan pricing plan as a direct traceable result of
a promotion in the Store Operator's retail stores; and (iv)
__________________ for each New Customer who registers for
Stamps.com's Power Plan pricing plan as a direct traceable result of a
promotion in the Store Operator's retail stores ("Stamps.com Bounty").
Stamps.com reserves the right to redesign or modify its pricing plans
at any time. In the event such modifications


* Portions of this exhibit have been redacted for confidential ...