MEMORANDUM
      OF AGREEMENT BETWEEN

    CIK
      HOLDINGS INC. (a Canadian corporation) and

    TRAFFIX,
      INC. (a Delaware corporation) 

    Dated
      March 13
      ,
      2007

    


    


    WHEREAS
      CIK
      Holdings Inc. (“CIK”) is a newly incorporated corporation incorporated under the
      laws of Canada which owns 49.5% of the units of the limited partnership known
      as
      EZ-Tracks L.P. (“EZ LP”) as a Limited Partner of EZ LP and Traffix, Inc., a
      corporation incorporated under the laws of Delaware, USA (“Traffix”) indirectly
      owns the remaining 50.5% of EZ LP through its wholly owned subsidiaries Traffix
      EZ Ltd., a corporation incorporated under the laws of the Province of Québec
      which is the other limited partner of EZ LP and Traffix SP-EZ ULC, an unlimited
      liability company incorporated under the laws of the Province of Nova Scotia
      which is the general Partner of EZ LP;

    


    WHEREAS
      CIK has
      acquired its 49.5% interest as a Limited Partner in EZ LP (the “EZ Interest”)
      from Boca Boys Holdings Inc. (“BBH”), a corporation incorporated under the laws
      of Canada, the successor in interest of CIK Investments Inc. (originally called
      Madacy sp Inc.) pursuant to the amalgamation of CIK Investments Inc. and Boca
      Boys Holdings Inc.

    


    WHEREAS
      CIK
      has
      been created for the sole purpose of acquiring the EZ Interest from BBH, selling
      the EZ Interest to Traffix and holding, investing and distributing the proceeds
      of such sale and has agreed to undertake to have no other activities other
      than
      the foregoing activities;

    


    WHEREAS
      EZ LP is
      licensee of a license of recorded music (the “License”) pursuant to the terms of
      a Marketing and Services Agreement dated January 22, 2005 (“M&S Agreement”)
      by and between Traffix Music, Inc., a corporation incorporated under the laws
      of
      Delaware, U.S.A. and Madacy Entertainment LP, a limited partnership organized
      under the laws of the Province of Québec (“Madacy”), as successor to Madacy
      Entertainment Group, Limited, as amended by amendments dated January 1, 2006
      and
      October 6, 2006.

    


    WHEREAS
      Traffix
      wishes to purchase CIK’s equity interest in EZ LP (the “CIK Interest”) and
      wishes the License to be modified to have a single term of ten (10) years from
      January 1, 2007 to December 31, 2016, subject to renewal, and CIK wishes to
      sell
      the CIK Interest to Traffix and Madacy has agreed to modify the term of the
      License and amend the M&S Agreement pursuant to the terms of an amendment to
      the M&S Agreement among Traffix Music, Traffix, EZ LP and
      Madacy.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS: 

    


    
      	
              1.

            	
              Purchase
                of CIK Interest:
                CIK
                hereby sells to Traffix, and Traffix hereby purchases from CIK, the
                CIK
                Interest on the terms set forth below effective as of January 1,
                2007.

            


    

    


    
      	
              2.

            	
              Purchase
                Price:
                The purchase price (“Purchase Price”) for the CIK Interest is as
                follows:

            


    

    
      	 	 	 


      	 	
              a.

            	
              Cash
                payment in the amount of one million two hundred and ninety thousand
                dollars ($1,290,000), payable in full at closing;
                and

            


    

    
      	 	
              b.

            	
              500,000
                shares of common stock of Traffix par value $.001 per share (the
“Traffix
                Shares”), payable in full at closing, subject to the restrictions and
                Security Interest and escrow set forth below. The foregoing Traffix
                Shares
                shall be subject to registration by Traffix in accordance with the
                Registration Rights Annex annexed hereto and incorporated herein
                by
                reference with the same force and effect as if separately stated
                in this
                Agreement; and

            


    

    
      	 	
              c.

            	
              Additional
                Consideration as set forth in Section 3
                below.

            


    

    


    
      	
              3.

            	
              Additional
                Consideration:

            


    

    
      	 	 	 


      	 	
              a.

            	
              In
                the event that, at any time during the term of the M&S Agreement
                (including any of the five (5) renewal years thereof), Traffix is
                the
                subject of a sale transaction involving an acquisition of Traffix
                by or
                merger of Traffix into an unrelated entity as a result of which Traffix
                is
                not the surviving corporation or other corporate business combination
                transaction with an unrelated entity, involving the sale or issuance
                (other than as a stock dividend or distribution to existing shareholders
                of Traffix) of shares of Traffix constituting in the aggregate more
                than
                50% of the issued and outstanding voting shares or total share capital
                of
                Traffix or a sale of all or substantially all of the assets of Traffix
                to
                a third party) (a “Traffix Sale Event”), CIK shall be entitled to
                additional consideration for the sale to Traffix of its EZ Interest
                under
                this Agreement (“Additional Consideration”) determined as
                follows:

            


    

    


    
      	 	If the sale equates to a	 	Payment of
	 	Market Cap of Traffix of	 	 
	 	$100 million to $125 million	 	$1.25 million
	 	$125 million to $150 million	 	$1.75
              million
	 	$150 million to $175 million	 	$2.00 million
	 	$175 million to $200 million	 	$2.25
              million
	 	over $200 million	 	$2.75
              million


    

       

    The
      term
“Market Cap” as used above shall mean with respect to a purchase of Traffix
      shares, the purchase price paid for each share of Traffix multiplied by the
      number of issued shares, and, on a purchase of all or substantially all of
      the
      assets of Traffix, the consideration received on the sale of such assets plus
      the value of any non-purchased liquid assets available for distribution to
      the
      shareholders plus the net realizable value of any non-purchased non-liquid
      assets less the amount of any non-assumed debt. Payment of the Additional
      Consideration will be made on the same basis and in the same proportion as
      to
      cash, stock or other securities as payment is made to Traffix or its
      shareholders in connection with the transaction constituting the Traffix Sale
      Event.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              In
                the event that, at any time during the term of the M&S Agreement
                (including any of the five (5) renewal years thereof), Traffix sells
                a
                portion of its business and such sale requires an assignment of the
                License under the M&S Agreement (such a sale is referred to as an
                EZ-Tracks Sale), CIK shall be entitled to Additional Consideration
                determined as follows:

            


    

     

    
      
        	 	If the sale equates to a	 	Payment of
	 	Transaction Value of	 	 
	 	$20 million to $25 million	 	$1.25 million
	 	$25 million to $30 million	 	$1.75 million
	 	$30 million to $35 million	 	$2.00 million
	 	$35 million to $40 million	 	$2.25 million
	 	over $40 million	 	$2.75
                million


      

       

    

    The
      term
“Transaction Value” as used above shall mean the consideration received by
      Traffix or its subsidiaries on the sale of such assets. For the purposes of
      this
      subparagraph, such consideration shall include all cash, and the fair market
      value of all non-cash consideration including, but not limited to, all
      liabilities assumed by the purchaser of the assets. For the purposes of
      establishing such Transaction Value, Traffix hereby agrees that it will request
      that its independent firm of certified public accountants provide CIK with
      a
      detailed calculation of the Transaction Value in a certificate attesting to
      the
      completeness and accuracy of such calculation, which calculation shall be final
      and binding upon the parties.

    
      	 	 	 


      	 	
              c.

            	
              Notwithstanding
                the provisions of the foregoing subsections 3(a) and 3(b), the payment
                of
                the foregoing Additional Consideration is conditioned on there not
                having
                occurred, at the time of the sale transaction giving rise to the
                Additional Consideration, 

            


    

    
      	 	 	 


      	 	
              (i)

            	
              an
                Indemnified Termination Event (as such term is defined in Section
                4 below)
                that is continuing and has not been cured within the 90 day period
                provided for in Section 6 below; or


            


    

    
      	 	
              (ii)

            	
              a
                Bankruptcy Event with respect to Madacy unless the License and the
                M&S
                Agreement have been confirmed or affirmed in the bankruptcy proceeding
                or
                the time for rejection of the License and the M&S Agreement shall have
                expired or been waived, 

            


      	 	 	 


    

    and,
      in
      either such event no Additional Consideration shall be payable. The term
“Bankruptcy Event” shall mean that Madacy shall (i) apply for, shall consent to,
      or shall acquiesce in the appointment of a custodian, trustee or receiver for
      itself or for a substantial part of its property; or, in the absence of such
      application, consent or acquiescence, a custodian, trustee or receiver shall
      be
      appointed for Madacy or for a substantial part of Madacy’s property, or (ii)
      make an assignment for the benefit of creditors; or (iii) be the subject of
      any
      bankruptcy, reorganization, debt arrangement or other proceedings under any
      bankruptcy or insolvency law. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d.

            	
              Any
                Additional Consideration payable hereunder shall be paid by Traffix
                to CIK
                concurrently with the closing of the event which gave rise to such
                Additional Consideration.

            


    

    


    
      	
              4.

            	
              Guarantee:
                

            


    

    


    
      	 	
              a.

            	
              CIK
                hereby warrants and guarantees (the “Guarantee”) that from the date of
                this Agreement until July 1, 2012, there shall be no termination
                of the
                License and the M&S Agreement, as amended, for any reason (any such
                termination shall be referred to as an “Indemnified Termination Event”)
                provided, however, that an Indemnified Termination Event shall not
                include
                a termination of the License and the M&S Agreement by Madacy that
                results from a default by Traffix in the performance of its obligations
                under the M&S Agreement, as amended. Upon the occurrence of an
                Indemnified Termination Event , CIK hereby agrees to pay Traffix
                the
                amounts set forth below (the “CIK Guarantee Payment”), the whole subject
                to the cure provision set out in Section 6
                below:

            


    

     

    

      
        	
                Date
                  of termination of license

              	 	
                CIK
                  Guarantee Payment

              
	
                From

              	 	
                Until

              	 	 
	
                Date
                  Hereof

              	 	
                Dec.
                  31, 2007

              	 	
                $2,625,000

              
	
                Jan
                  1, 2008

              	 	
                June
                  30, 2008

              	 	
                $2,362,500

              
	
                July
                  1, 2008

              	 	
                Dec
                  31, 2008

              	 	
                $2,100,000

              
	
                Jan
                  1, 2009

              	 	
                June
                  30, 2009

              	 	
                $1,837,500

              
	
                July
                  1, 2009

              	 	
                Dec
                  31, 2009

              	 	
                $1,575,000

              
	
                Jan
                  1, 2010

              	 	
                June
                  30, 2010

              	 	
                $1,312,500

              
	
                July
                  1, 2010

              	 	
                Dec
                  31, 2010

              	 	
                $1,050,000

              
	
                Jan
                  1, 2011

              	 	
                June
                  30, 2011

              	 	
                $787,500

              
	
                July
                  1, 2011

              	 	
                Dec
                  31, 2011

              	 	
                $525,000

              
	
                Jan
                  1, 2012

              	 	
                June
                  30, 2012

              	 	
                $262,500

              


      

    

    
      	 	 	 


      	 	
              b.

            	
              The
                parties hereto agree that the CIK Guarantee Payment shall constitute
                Traffix’s sole and exclusive recourse for any breach of the foregoing
                Guarantee, subject to the Security Interest provided for in Section
                8
                below. The foregoing CIK Guarantee Payment shall constitute liquidated
                damages for any loss or damage incurred by Traffix as a result of
                said
                breach. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Warranty
                regarding San Juan:
                Notwithstanding the provisions of the Guarantee under Section 4 above,
                the
                parties hereto acknowledge that, in the event of a termination, for
                any
                reason, of Madacy’s license of master recordings from San Juan Music Group
                (the “SJ License”), the number of song recordings which are the subject of
                the License will be reduced. The parties acknowledge and agree that
                such
                event does not, in and of itself, result in a termination of the
                License
                and, as such, does not give rise to an Indemnified Termination Event
                pursuant to Section 4 above. Notwithstanding the foregoing, the parties
                hereto agree that in the event of a termination of the SJ License,
                subject
                to the same cure provisions as are contained in Section 6 hereof
                with
                respect to an Indemnified Termination Event, CIK hereby agrees to
                pay
                Traffix an amount equal to ten percent (10%) of the applicable CIK
                Guarantee Payment calculated pursuant to Section 4 above, determined
                in
                relation to the date of termination of the SJ License (e.g. a termination
                of the SJ License on September 1, 2010 would result in a payment
                by CIK
                equal to $105,000).

            


    

    


    
      	
              6.

            	
              Cure
                Provision:
                In the event of an Indemnified Termination Event, CIK shall be entitled,
                for a period of ninety (90) days following the occurrence of such
                event,
                to re-establish, or cause to be re-established, Traffix’s rights under the
                License and the M&S Agreement. In the event that CIK is able to
                re-establish Traffix’s rights under the License and M&S Agreement
                within such ninety (90) day period, CIK shall be relieved of the
                obligation to make the CIK Guarantee Payment with respect to such
                Indemnified Termination Event and the Escrow Agent shall not be required
                to make any payment to Traffix on account of the CIK Guarantee Payment,
                and the M&S Agreement as amended by this Memorandum of Agreement shall
                remain in full force and effect subject to payment of any Damage
                Payment
                by CIK. Notwithstanding the foregoing, in the event that the occurrence
                of
                the Indemnified Termination Event results in an interruption of Traffix’s
                use of the License, CIK shall be responsible for payment to Traffix
                any
                costs, expenses, losses or damages (including, but not limited to
                lost
                profits) suffered by Traffix as a direct consequence of such interruption
                (collectively referred to as the “Damage Payment”) provided that CIK’s
                liability for such costs, expenses, losses or damages shall not,
                in any
                event, be greater that the amount of the CIK Guarantee Payment obligation
                at the time of such interruption in accordance with Section 4 or
                Section 5
                hereof, as the case may be. In the event that the foregoing Indemnified
                Termination Event shall remain uncured for a period of ninety-one
                (91)
                days, CIK’s breach of its Guarantee shall be considered incurable and the
                CIK Guarantee Payment, as set forth above, shall become immediately
                due
                and payable, in accordance with the terms hereof and any obligation
                of
                Traffix to pay the Additional Consideration as more fully described
                in
                Section 3 hereof shall terminate.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              7.

            	
              Payment
                on Guarantee:
                In the event that CIK is obligated to make the CIK Guarantee Payment
                to
                Traffix in accordance with the preceding sections hereof, the Escrow
                Agent
                shall, subject to the following, deliver such number of Traffix Shares
                and
                cash remaining in Escrow as is necessary to satisfy CIK’s Indemnification
                Payment obligation as of the date of the occurrence of the Indemnified
                Termination Event. CIK’s Indemnification Payment obligation shall be
                satisfied, firstly, out of Traffix Shares and secondly, out of cash
                held
                in Escrow. 

            


    

    


    In
      the
      event that CIK has made a Damage Payment to Traffix following an Indemnified
      Termination Event which has been cured pursuant to Section 6 above, the
      Guarantee set out in Section 4 above shall remain in full force and effect
      and
      the remaining Traffix Shares and cash held by the Escrow Agent under the Escrow
      as security for the Guarantee, the CIK Guarantee Payment shall remain in escrow
      and shall continue to serve as security for the Secured Obligations pending
      termination of the Security Interest and their release in accordance with
      Section 8 hereof. Following full payment of the CIK Guarantee Payment and the
      amount of any other Secured Obligations payable to Traffix as a result of an
      uncured Indemnified Termination Event, any remaining Traffix Shares or cash
      in
      Escrow following full satisfaction of CIK’s indemnification obligation shall be
      delivered immediately to CIK. 

    


    For
      greater certainty, the Traffix Shares used to make a CIK Guarantee Payment
      shall
      be deemed to have a value equal to the number of such shares multiplied by
      the
      average closing trading price of shares of common stock of Traffix for the
      ten
      (10) trading days preceding the date of the occurrence of the Indemnified
      Termination Event. The parties hereto hereby acknowledge that because of CIK’s
      representation and warranty that its only assets, other than the cash amount
      paid at closing to CIK under this Agreement (which will be immediately
      distributed by CIK to its shareholders), will be the Traffix Shares and Cash
      held in Escrow by the Escrow Agent and, as a consequence, CIK’s indemnification
      obligation hereunder shall, in all cases, be limited to such assets held in
      Escrow.

    


    
      	
              8.

            	
              Security
                Interest, Hypothec and Escrow: 

            


    

    


    
      	 	
              a.

            	
              CIK
                hereby pledges to and grants Traffix a security interest (together
                with
                the Hypothec as hereinafter defined in Section 8(b), referred to
                as the
                “Security Interest”) in Traffix Shares and cash, if any, held in escrow by
                the Escrow Agent and all Proceeds of any of the foregoing (together
                with
                the Hypothecated Property as hereinafter defined in Section 8(b),
                referred
                to as the “Collateral”) in order to secure its obligations under the
                Guarantee, and to make the CIK Guarantee Payment and the Damage Payment
                (collectively, the “Secured Obligations”).


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              For
                purposes of Quebec law (the jurisdiction where CIK was domiciled
                at the
                time of execution of this Agreement) and only if and to the extent
                Quebec
                law is applicable to the creation or enforcement of the security
                interest
                created under this Agreement in favor of Traffix, as security for
                the
                Secured Obligations CIK hereby hypothecates and pledges (the "Hypothec")
                in favor of Traffix (i) the Traffix Shares, cash and Proceeds referred
                to
                in Section 8(a) above, (ii) the proceeds of any sale, assignment,
                lease or
                other disposition of the aforesaid property, any claim resulting
                from such
                disposition, as well as any property acquired in replacement thereof,
                and
                (iii) all titles, documents, records and receipts evidencing the
                aforesaid
                property (collectively the "Hypothecated Property"), for the sum
                of
                $6,300,000.00 in lawful currency of Canada with interest thereon
                from the
                date hereof at 25% per annum. The Hypothec, as well as the enforcement
                of
                and the recourses related thereto, shall be governed by and construed
                in
                accordance with the laws of the Province of Quebec and the laws of
                Canada
                applicable therein. Notwithstanding the foregoing, the parties hereto
                acknowledge and agree that the Security Interest shall not charge
                the cash
                portion of the purchase price set out in Section 2(a) above, the
                Additional Consideration, if any, set out in Section 2(c) above and
                such
                other amounts and other Collateral as are released from time to time
                from
                the Escrow in accordance with the terms of this Agreement, and that
                such
                amounts and assets and all Proceeds and other assets described in
                subparagraphs (ii) and (iii) of the first sentence of this Section
                8(b) in
                respect thereof shall, from the moment of release of such Collateral,
                no
                longer form part of the Collateral. For greater certainty, CIK shall
                in no
                way be restricted from disbursing in any manner whatsoever any of
                the
                foregoing amounts or assets which are received in accordance with
                Section
                2(a) and 2 (c) above or which are subsequently released from the
                Escrow.
                Upon termination of the Secured Obligations as provided herein, Traffix
                agrees to discharge the Hypothec with the Register of Personal and
                Movable
                Real Rights (Quebec) and undertakes to execute and deliver at CIK's
                request and expense an application for registration of a voluntary
                cancellation (Form RV).

            


    

    


    
      	 	
              c.

            	
              The
                Security Interest granted under section 8(a) of this Agreement shall
                be
                governed by the Uniform Commercial Code in effect in the State of
                New York
                on the date hereof (the “UCC”), and the term Proceeds referred to in
                Section 8(a) of this Agreement is used with the meaning provided
                for in
                the UCC. In order to perfect Traffix’s Security Interest in the
                Collateral, the certificates representing the Traffix Shares received
                by
                CIK under this Agreement in payment for the CIK Interest shall be
                delivered concurrently with the closing under this Agreement to the
                law
                firm of FEDER,
                KASZOVITZ,
                ISAACSON,
                WEBER,
                SKALA,
                BASS&
                RHINE
                LLP, 750 Lexington Avenue, New York, New York as escrow agent (the
“Escrow
                Agent”) who shall hold such Shares and the balance of the Collateral
                received from time to time in escrow (the “Escrow”) in accordance with
                this Agreement, together with stock powers endorsed in blank in form
                for
                transfer in accordance with the other provisions of this Section
                8.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d.

            	
              The
                Security Interest shall continue from the date hereof until the later
                of
                payment in full of any Secured Obligations and July 1, 2012. The
                Collateral shall be and remain as continuing security for all costs,
                fees,
                charges, and expenses, including reasonable attorneys’ fees, which may be
                incurred by Traffix in enforcing the Security Interest, all of which
                shall
                be and remain additional liens on the Collateral until each and all
                of the
                same have been fully paid, satisfied, and discharged, and the term
                “Secured Obligations” shall include all of such costs, fees, charges and
                expenses. Unless and until there shall have occurred an Indemnified
                Termination Event that has not been cured within the ninety (90)
                day cure
                period provided for in Section 6 above, CIK shall retain the legal
                and
                equitable title to the Collateral, but shall not be permitted to
                sell,
                assign, transfer or otherwise encumber the Collateral or any part
                thereof.
                

            


    

    


    
      	 	
              e.

            	
              After
                the occurrence of an Indemnified Termination Event that has not been
                cured
                within the ninety (90) day cure period provided for in Section 6
                above,
                CIK hereby irrevocably constitutes and appoints Traffix as the true
                and
                lawful attorney of CIK, with full power of substitution, in the place
                and
                stead of CIK and in the name of CIK or otherwise, at any time or
                times, in
                the discretion of Traffix, to take any action and to execute any
                instrument or document which Traffix may deem necessary or advisable
                to
                accomplish the purposes of this Agreement. This power of attorney
                is
                coupled with an interest and is irrevocable until the Secured Obligations
                are satisfied. 

            


    

    


    
      	 	
              f.

            	
              If
                an Indemnified Termination Event shall occur and not be cured within
                the
                cure period (an “Event of Default”), Traffix shall be entitled to exercise
                in respect to the Collateral all of the rights and remedies available
                to a
                secured party upon default under the UCC at that time, and, in addition
                thereto, the rights and remedies provided for herein and such other
                rights
                and remedies as might be provided for by law. Traffix is hereby
                specifically authorized, after the occurrence of an Event of Default
                and
                the expiration of any applicable cure period, to transfer such portion
                of
                the Collateral it deems reasonably necessary in order to satisfy
                the
                Secured Obligations into the name of Traffix and to take any and
                all
                action deemed advisable to Traffix to remove any transfer restrictions
                affecting the Collateral.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              g.

            	
              In
                the event of a sale of the Collateral, or any part thereof, Traffix
                shall
                give CIK reasonable notice of the time and place of any public sale
                thereof or of the time and place of any private sale or that any
                other
                intended disposition thereof is to be made. The requirement of reasonable
                notice shall be met if notice of the sale or other intended disposition
                is
                mailed, by Traffix, postage prepaid, to CIK at its address set forth
                on
                the first page hereof or such other address as CIK may by notice
                have
                furnished Traffix in writing for such purpose, at least ten (10)
                days
                prior to the time of such sale or other intended disposition. If
                CIK shall
                fail to do any act or thing which it has covenanted to do hereunder
                or any
                representation or warranty of CIK shall be breached, Traffix may
                (but
                shall not be obligated to) do the same or cause it to be done or
                remedy
                any such breach and there shall be added to the liability of CIK
                hereunder
                the cost or expense incurred by Traffix in doing so, and any and
                all
                amounts expended by Traffix in taking any such action shall be repayable
                to it upon its demand to CIK thereof and shall bear interest at the
                annual
                rate of ten percent (10%), from and including the date advanced to
                the
                date of repayment. CIK will, in the event of a sale, duly execute
                and
                acknowledge all documents necessary or advisable to record title
                to the
                Collateral in the name of the purchaser, including a stock power
                with
                respect to Traffix Shares. In the event that CIK should then fail
                or
                refuse to execute and deliver any or all documents necessary or advisable
                to record title to the Collateral in the name of the purchaser, CIK
                does
                hereby irrevocably appoint Traffix its attorney-in-fact to execute
                any or
                all of such documents on CIK's
                behalf.

            


    

    


    
      	 	
              h.

            	
              All
                proceeds of Collateral shall be applied as follows: First: to the
                payment
                of all expenses incurred by Traffix in connection with such sale,
                including but not limited to, the expenses of advertising the Collateral
                to be sold, all court costs and the reasonable fees of counsel to
                Traffix
                in connection therewith, and to the payment of all costs and expenses
                paid
                or incurred by Traffix in connection with the enforcement of the
                Security
                Interest or the exercise of any right or remedy hereunder, to the
                extent
                that such advances, costs and expenses shall not theretofore have
                been
                reimbursed to Traffix; and Second: to the payment in full of the
                Secured
                Obligations, and Third: any surplus to be paid to CIK, its successors
                or
                assigns, or as a court of competent jurisdiction may direct.
                

            


    

    


    
      	 	
              i.

            	
              Upon
                any sale of Collateral by Traffix hereunder (whether under power
                of sale
                herein granted, pursuant to judicial process or otherwise), the receipt
                of
                Traffix or the officer making the sale shall be a sufficient discharge
                to
                the purchaser or purchasers of the Collateral so sold and such purchaser
                or purchasers shall not be obligated to see the application of any
                part of
                the purchase money paid over to Traffix or such officer or be answerable
                in any way for the misapplication or non-application
                thereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              j.

            	
              CIK
                agrees that it will join with Traffix in executing and, at its own
                expense, shall file and refile under the UCC or any other applicable
                law
                such financing statements, continuation statements and other documents
                in
                such offices as Traffix may deem necessary or appropriate and wherever
                required or permitted by law in order to perfect and preserve Traffix's
                Security Interest in the Collateral, and hereby authorizes Traffix
                to file
                financing statements and amendments thereto relative to all or any
                part of
                the Collateral without the signature of CIK where permitted by law,
                and
                agrees to do such further acts and things and execute and deliver
                to
                Traffix such additional conveyances, assignments, agreements and
                instruments as Traffix may require or deem advisable to carry into
                effect
                the grant and enforcement of the Security Interest under this Agreement
                or
                to better assure and confirm unto Traffix its rights, powers and
                remedies
                as a secured party hereunder. 

            


    

    


    
      	 	
              k.

            	
              Provided
                that no Indemnified Termination Event has occurred, and that no Pending
                Termination Event (as defined below) is continuing that has not been
                cured
                within the cure period provided for in the M&S Agreement, and that no
                unpaid Secured Obligations exist, then, on the date set forth below
                or as
                soon as possible thereafter following the curing of the Indemnified
                Termination Event within the cure period provided for in Section
                6 above,
                cure of the Pending Termination Event, or payment of the Secured
                Obligations, as the case may be, the Escrow Agent shall release Traffix
                Shares, or cash, if any, or combination thereof, as requested by
                CIK (with
                each Traffix Share being deemed equal to $5.25 per share for purpose
                of
                calculating the amount of cash released in lieu of such Traffix Share)
                to
                CIK pursuant to the following schedule, and such Traffix Shares or
                cash,
                as the case may be, when so released shall no longer constitute part
                of
                the Collateral and shall be free of the Security
                Interest:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	Date of release	 	# of Traffix Shares
                released
	 	January 1, 2008	 	50,000
	 	July 1, 2008	 	50,000
	 	January 1, 2009	 	50,000
	 	July 1, 2009	 	50,000
	 	January 1, 2010	 	50,000
	 	July 1, 2010	 	50,000
	 	January 1, 2011	 	50,000
	 	July 1, 2011	 	50,000
	 	January 1, 2012	 	50,000
	 	July 1, 2012	 	50,000


      

       

    

    The
      term
“Pending Termination Event” shall mean the occurrence of a default by Madacy
      under the M&S Agreement that has resulted in the issuance by Traffix of a
      written notice of termination thereof as provided in Section 5.02 of the M&S
      Agreement.

    


    
      	 	
              l.

            	
              Any
                cash deposited with the Escrow Agent as part of the Escrow pursuant
                to the
                other provisions of this Agreement shall be deposited in an
                interest-bearing money-market type of escrow account.
                

            


    

    


    
      	 	
              m.

            	
              If
                any dispute arises between CIK and Traffix with respect to the Escrow,
                or
                if the Escrow Agent receives contradictory instructions from CIK
                and
                Traffix, or if the Escrow Agent is uncertain as to its obligations
                under
                this Agreement, it shall refrain from taking any action other than
                to
                continue to hold Traffix Shares and cash deposited in escrow
                (collectively, the “Escrow Deposit”) or to institute proceedings described
                below, until otherwise directed by a final judgment of a court of
                competent jurisdiction or in a writing signed by CIK and Traffix.
                

            


    

    


    
      	 	
              n.

            	
              The
                Escrow Agent shall not be obligated to, but may, institute legal
                proceedings (which, if instituted, shall be in a court in the County,
                City
                and State of New York) to determine its obligations hereunder or
                to seek
                permission to deposit the Escrow Amount or any portion thereof in
                court,
                upon which act the Escrow Agent shall be relieved of any further
                obligations hereunder with respect to the Escrow Deposit.
                

            


    

    


    
      	 	
              o.

            	
              The
                Escrow Agent may assume the genuineness of any document or signature
                which
                appears to it to be genuine (whether or not original or photocopy)
                if such
                document or signature is presented to it. The Escrow Agent shall
                have no
                obligations other than those specifically set forth herein. The Escrow
                Agent shall not be liable for any action taken by it hereunder except
                for
                the Escrow Agent’s gross negligence or willful misconduct.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              p.

            	
              Traffix
                and CIK shall indemnify the Escrow Agent and hold it harmless against
                any
                loss, liability or expense incurred without bad faith or gross negligence
                on its part, arising out of or in connection with this Agreement,
                including the costs and expenses incurred in defending any such claim
                of
                liability. Traffix shall, however, be responsible for paying the
                fees and
                disbursements of the Escrow Agent for the Escrow Agent’s services in
                acting as Escrow Agent. The Escrow Agent may consult with its own
                counsel,
                and shall have full and complete authorization and protection for
                any
                action taken or suffered in good faith and in accordance with the
                opinion
                of such counsel. 

            


    

    


    
      	 	
              q.

            	
              Upon
                disbursing and disposing of the Escrow Deposit held by the Escrow
                Agent in
                the manner provided in this Agreement, the Escrow Agent shall be
                released,
                discharged, and acquitted of all obligations and liabilities hereunder
                and
                any claims or surcharges made by or on behalf of any party to this
                Agreement. Escrow Agent may resign at any time by giving ten (10)
                days’
                prior written notice of such resignation to Traffix and CIK. Thereafter,
                the Escrow Agent shall have no further obligation hereunder except
                to hold
                the Escrow Deposit as depositary. In such event, the Escrow Agent
                shall
                not take any action until Traffix has designated a successor Escrow
                Agent,
                who shall be an attorney reasonably acceptable to CIK admitted to
                practice
                in New York with offices in New York, NY. Upon appointment of a successor
                Escrow Agent, the Escrow Agent shall turn over the Escrow Deposit
                to such
                successor Escrow Agent and shall thereafter have no further obligations
                hereunder. 

            


    

    


    
      	 	
              r.

            	
              CIK
                acknowledges that the Escrow Agent has acted as the counsel for Traffix
                and its subsidiaries in connection with this Agreement and hereby
                consents
                to the Escrow Agent representing Traffix and its subsidiaries in
                any
                proceeding arising out of any dispute under this Agreement, the M&S
                Agreement, or any other agreement or understanding between Traffix
                or any
                of its subsidiaries and CIK or Madacy or their respective
                subsidiaries.

            


    

    


    
      	
              9.

            	
              Withdrawal
                of Shares - anytime:
                CIK shall have the right, at any time, to withdraw up to 100,000
                Traffix
                Shares from the Escrow in exchange for a cash amount equal to $5.25
                per
                share withdrawn. The cash will form part of the Escrow and all interest
                earned thereon will constitute part of the Escrow and the security
                for the
                Secured Obligations and the Traffix Shares so exchanged shall be
                free of
                the Security Interest. All such interest will be distributed by the
                Escrow
                Agent to CIK on June 30th
                and December 31st
                of
                each year, provided that as of any such date there shall not have
                occurred
                an Indemnified Termination Event that has not been cured within the
                cure
                period provided for in Section 6 above or a Pending Termination Event
                that
                has not been cured within the cure period provided for in the M&S
                Agreement, or as soon as possible following the curing of the Indemnified
                Termination Event within the cure period provided for in Section
                6 above,
                or cure of the Pending Termination Event, or payment of the Secured
                Obligations, as the case may be. In the event that there shall be
                any cash
                in Escrow, on each of the foregoing scheduled release dates, CIK
                will have
                the option to receive Traffix Shares (up to 50,000 per release date)
                or
                cash to the extent of cash in Escrow (based on $5.25 per share) or
                a
                combination thereof, as determined by
                CIK.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Withdrawal
                of Shares - After 2008:
                At any time after December 31, 2008 or at any time upon the occurrence
                of
                a Traffix Sale Event, CIK shall be entitled to withdraw from Escrow
                any
                and all Traffix Shares still remaining in Escrow by delivering to
                the
                Escrow Agent a cash amount equal to $5.25 per share withdrawn. The
                cash
                will form part of the Escrow and all interest earned thereon will
                constitute part of the Escrow and the security for the Secured Obligations
                and the Traffix Shares so exchanged shall be free of the Security
                Interest. All interest on such invested funds will be distributed
                by the
                Escrow Agent to CIK on June 30th
                and December 31st
                of
                each year, provided that as of any such date there shall not have
                occurred
                an Indemnified Termination Event that has not been cured within the
                cure
                period provided for in Section 6 above or a Pending Termination Event
                that
                has not been cured within the cure period provided for in the M&S
                Agreement, or as soon as possible following the curing of the Indemnified
                Termination Event within the cure period provided for in Section
                6 above,
                or cure of the Pending Termination Event, or payment of the Secured
                Obligations, as the case may be. On each of the foregoing scheduled
                release dates, CIK will have the option to receive Traffix Shares
                (up to
                50,000 per release date) or cash to the extent of cash in Escrow
                (based on
                $5.25 per share) or a combination thereof, as determined by
                CIK.

            


    

    


    
      	
              11.

            	
              Single
                Purpose Corporation:
                CIK hereby represents and warrants and covenants that it has not
                carried
                on any activities other than the purchasing of the EZ Interest from
                BBH
                and that it shall not, at any time from the date hereof until July
                1,
                2012, carry on any activities and incur no obligations other
                than:

            


    

    
      	 	 	 


      	 	
              a.

            	
              the
                transaction contemplated by the present
                Agreement;

            


    

    
      	 	
              b.

            	
              the
                satisfaction of its obligations to Madacy Entertainment LP, BBH and
                San
                Juan Music Corp. related to the present Agreement (i.e. the obligation
                to
                pay, through BBH, ten percent (10%) of all cash proceeds of the present
                transaction and ten percent (10%) of all amounts released from the
                Escrow
                to each of Madacy Entertainment LP and San Juan Music
                Corp.);

            


    

    
      	 	
              c.

            	
              the
                payment of the balance of sale owing to BBH, the repurchase or redemption
                of any preferred shares owned by BBH and the payment of any dividends
                on
                the share capital of CIK out of the profits and gains of
                CIK;

            


    

    
      	 	
              d.

            	
              the
                holding, disposition, investing, receipt of dividends from, and all
                other
                ancillary transactions related to Traffix Shares received by CIK
                pursuant
                to the present Agreement;

            


    

    
      	 	
              e.

            	
              the
                activities relating to maintaining CIK’s corporate existence and making
                any required governmental filings and payments related thereto including
                taxes.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

            	
              New
                Madacy recordings:
                CIK hereby guarantees that during 2007 and 2008, Madacy shall continue
                to
                carry on its business and shall continue to acquire, license and
                record
                music at levels necessary for its business consistent with past practices.
                In the event of a breach of the foregoing guarantee, Traffix shall
                be
                entitled, for a period of 90 days from the time that Madacy ceases
                to
                carry on its business or acquire, license and record music at levels
                necessary for its business consistent with past practices , to provide
                CIK
                with written notice of the breach of such guarantee in which case
                the
                following provisions shall apply:

            


    

    


    
      	 	
              a.

            	
              Upon
                receipt of a breach notice pursuant to the foregoing, CIK shall have
                a
                cure period of 90 days during which it shall advise Traffix
                either:

            


    

    
      	 	
              i.

            	
              That
                it shall seek to cure the breach by obtaining for Traffix, for a
                period of
                three (3) years, new music recordings at similar levels to those
                provided
                by Madacy to Traffix in calendar year 2006;
                or

            


    

    
      	 	
              ii.

            	
              That
                it shall not cure the breach.

            


    

    


    
      	 	
              b.

            	
              In
                the event that:

            


    

    
      	 	
              i.

            	
              CIK
                advises Traffix that it shall not or can not cure the breach, in
                accordance with the foregoing, or 

            


    

    
      	 	
              ii.

            	
              fails
                to respond to the breach notice within the 90 day cure period,
                or

            


    

    
      	 	
              iii.

            	
              fails
                to cure the breach as provided in clause (a)(i) above of this Section
                12
                within the 90 day cure period (time being of the essence for such
                cure),

            


    

    


    then
      Traffix shall be entitled, for a further period of 90 days, to terminate the
      License on written notice to CIK. Such termination shall be deemed to be an
      Indemnified Termination Event for the purposes of this Agreement and the
      applicable CIK Guarantee Payment set out in Section 4 above shall become due
      and
      payable in accordance with the terms of this Agreement.

    


    
      	
              13.

            	
              Enforcement
                of Security Interest:
                In the event that Traffix wishes to enforce its Security Interest
                on the
                Collateral in accordance with the terms hereof, the arbitration provisions
                of Article 11 of the M&S Agreement shall not apply. The parties hereto
                hereby consent to exclusive jurisdiction of, and venue for resolution
                of
                any dispute arising out of or relating to the Security Interest,
                in the
                federal and state courts in New York, New York, U.S.A. with the prevailing
                party entitled to reasonable attorneys’ fees, and all of the parties
                hereto irrevocably submit to such jurisdiction, which jurisdiction
                shall
                be exclusive. All of the parties hereto hereby irrevocably waive
                any
                objection to such exclusive jurisdiction and venue or inconvenient
                forum.
                Any process or summons to be served upon any of the parties hereto
                (at the
                option of the party bringing such action, proceeding or claim) may
                be
                served by transmitting a copy thereof, in the manner specified and
                at the
                address for the giving of notices under this Agreement. Such mailing
                shall
                be deemed personal service and shall be legal and binding upon the
                party
                so served in any action, proceeding or claim..


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              Currency:
                All amounts expressed herein shall be in the lawful currency of the
                United
                States of America.

            


    

    


    
      	
              15.

            	
              Representations:
                Each of CIK and Traffix represents, warrants and covenants to the
                other
                that:

            


    

    


    
      	 	
              a.

            	
              It
                is a corporation duly organized, validly existing and in good standing
                under the laws of its jurisdiction of incorporation and has all requisite
                power and authority to conduct its business activities as and where
                presently conducted. 

            


    

    
      	 	
              b.

            	
              It
                has full corporate power and authority to make, execute, deliver
                and
                perform this Agreement, and the execution, delivery and performance
                of
                this Agreement has been duly authorized by all necessary corporate
                action,
                and this Agreement has been duly executed and delivered by its authorized
                officer.

            


    

    
      	 	
              c.

            	
              The
                execution, delivery, and performance of this Agreement does not,
                and its
                performance of this Agreement will not (i) contravene any provision
                of its
                Certificate of Incorporation or Bylaws; (ii) violate, conflict with,
                or
                result in a breach of any judgment, injunction, writ, award, decree,
                restriction, ruling or order of any court, arbitrator or governmental
                or
                regulatory authority (domestic or foreign) or any applicable law,
                ordinance, rule or regulation; or (iii) violate, conflict with, result
                in
                a breach of, or constitute a default (or an event which would, with
                the
                passage of time or the giving of notice, or both, constitute a default)
                under, or result in or permit the termination, modification, acceleration,
                or cancellation of any indenture, mortgage, loan or credit agreement,
                license, instrument, lease, contract, plan, permit or other agreement
                or
                commitment, oral or written, to which it is a party or by which any
                of its
                assets is bound and it will not enter into any agreements or arrangements
                with any third party that would in any material respect interfere
                or
                conflict with any of the provisions of this
                Agreement.

            


    

    
      	 	
              d.

            	
              There
                is no pending or, to its knowledge, threatened litigation challenging
                its
                authority to enter into and perform this
                Agreement.

            


    

    
      	 	
              e.

            	
              No
                consent, approval or authorization of, or registration or filing
                with, any
                Person or governmental authority or agency is required in connection
                with
                its execution, delivery and performance of this Agreement
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
               Traffix
                Shares:
                CIK represents and warrants that the Traffix Shares shall be acquired
                by
                CIK for its own account, for investment and not with a view to, or
                in
                connection with, or with any present intention of, any resale or
                other
                disposition thereof. For the purposes of applicable Canadian securities
                legislation, CIK is purchasing the Traffix Shares as principal and
                the
                fair value of the assets being purchased (i.e., the CIK Interest)
                is not
                less than C$150,000 in compliance with Section 2.12 of NI 45-106.
                Any
                transfer of the Traffix Shares acquired by CIK shall be effected
                in
                compliance with the Act and the laws of any state of the United States,
                the District of Columbia, or any territory or other jurisdiction
                in the
                United States as well as any applicable Canadian securities legislation,
                as the case may be, governing the offer and/or sale of securities
                in such
                jurisdiction. The Traffix Shares shall be subject to registration
                by
                Traffix in accordance with the Registration Rights Annex annexed
                hereto
                and incorporated herein by reference with the same force and effect
                as if
                separately stated in this Agreement. The Traffix Shares shall bear
                a
                restrictive legend in substantially the following
                form:

            


    

    


    “Unless
      permitted under Canadian securities legislation, the holder of the shares of
      stock represented by this certificate must not trade such securities in Canada
      before the date that is 4 months and a day after the later of (i) [insert date
      of closing] and (ii) the date the Corporation became a reporting issuer in
      any
      province or territory of Canada. The shares of stock represented by this
      Certificate have not been registered under the United States Securities Act
      of
      1933, as amended (the “Act”), and may be transferred only if (i) registered
      under the Act and the requirements of any state having jurisdiction are complied
      with or (ii) the transfer is exempt from such registration and state
      requirements and counsel reasonably acceptable to the Corporation has delivered
      to the Corporation a written opinion reasonably acceptable to the Corporation
      setting forth the basis for such exemption.”

    


    
      	
              17.

            	
              Governing
                Law:
                The present Agreement shall be governed by the laws of New York,
                United
                States of America without regard to its conflicts of law
                principles.

            


    

    


    The
      parties acknowledge that they have required that this Agreement and all related
      documents be prepared in English.

    


    Les
      parties reconnaissent avoir exigé que la présente convention et tous les
      documents connexes soient rédigés en anglais.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    AGREED
      TO
      THIS 13th 
      DAY OF
      MARCH, 2007.

     

    
      	 	Traffix,
              Inc.	 	 	CIK
              Holdings
              Inc.
	 	 	 	 	 
	 	 	 	 	 
	Per:	 /s/ Jeffrey Schwartz	 	Per:	 /s/ Hillel Frankel
	 	
              
Jeffrey
              Schwartz	 	 	
              
Hillel
              Frankel
	 	Chairman
              and
              CEO	 	 	President


    

     

    The
      following party intervenes in the present Memorandum of Agreement for the
      purpose of taking cognizance of its terms.

     

    
      	 	Madacy
              Entertainment LP 	 	 	 
	 	By:
              Madacy Holding
              Inc., its general partner	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Per:	 /s/ Hillel Frankel	 	 	 
	 	
              
Hillel
              Frankel	 	 	
            
	 	President	 	 	 


    

     

     

    Feder,
      Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP intervenes in the
      present Memorandum of Agreement for the purpose of agreeing to the terms
      regarding the Escrow set forth in Sections 6 through 10 of the present
      Memorandum of Agreement.

    


    Feder,
      Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP 

    


    
      	 	 	 	 	 
	Per:	  /s/ Geoffry Bass	 	 	 
	 	
              

            	 	 	
            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    INTERVENTION
      BY AMOS ALTER AND HILLEL FRANKEL

    


    And
      hereto intervenes Amos Alter and Hillel Frankel for the limited purpose of
      guaranteeing the performance of CIK’s representation and warranty set out in
      Section 11 of the within Agreement.

    In
      the
      event that:

    
      	 	 	 


      	 	
              (i)

            	
              Traffix
                is entitled to receive a CIK Guarantee Payment in accordance with
                Section
                4 or a Damage Payment in accordance with Section 6 of the within
                Agreement, and

            


    

    
      	 	
              (ii)

            	
              CIK
                has breached its obligation under Section 11 of the within Agreement;
                and

            


    

    
      	 	
              (iii)

            	
              Traffix
                incurs a loss as a result of the assets held under the Escrow being
                unavailable to satisfy such CIK Guarantee Payment or Damage Payment
                or any
                other Secured Obligation secured by the Security Interest (e.g.,
                CIK has
                undertaken activities in breach of Section 11 hereof and a third
                party
                creditor makes a successful claim against the assets held under the
                Escrow); 

            


      	 	 	 


    

    then,
      the
      undersigned guarantors shall be liable to Traffix for an amount equal to the
      lesser of (i) the unpaid CIK Guarantee Payment, Damage Payment or other unpaid
      Secured Obligation and (ii) the value of the remaining Traffix Shares and cash
      held under the Escrow, the whole less any amount actually received or recovered
      by Traffix from the Escrow. In the event that the undersigned guarantors make
      a
      payment to Traffix in accordance with the foregoing, they shall be subrogated
      in
      the rights of Traffix for the amount of such payment. Each of the undersigned
      guarantors hereby consent to exclusive jurisdiction of, and venue for resolution
      of any dispute relating to this guarantee in the federal and state courts in
      New
      York, New York, U.S.A. with the prevailing party entitled to reasonable
      attorneys’ fees, and all of the parties hereto irrevocably submit to such
      jurisdiction, which jurisdiction shall be exclusive. Each of the undersigned
      guarantors hereby irrevocably waive any objection to such exclusive jurisdiction
      and venue or inconvenient forum. Any process or summons to be served upon either
      of the undersigned guarantors (at the option of the party bringing such action,
      proceeding or claim) may be served by transmitting a copy thereof, in the manner
      specified for the giving of notices under the within Agreement to each of the
      undersigned guarantors at his address written below, or to such other address
      as
      either shall give notice to Traffix in the manner provided for in the within
      Agreement. Such mailing shall be deemed personal service and shall be legal
      and
      binding upon the party so served in any action, proceeding or
      claim.

    


    
      	 	 	 	 
	  /s/ Amos Alter	 	 	  /s/ Hillel Frankel
	
              
Amos
              Alter	 	 	
              
Hillel
              Frankel
	Address:
              __________________________________	 	 	Address:
              ___________________________________
	Montreal, Québec	 	 	Town of Mount Royal, Québec
              




    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    REGISTRATION
      RIGHTS ANNEX

     

    1. Definitions.

     

    (a) “Blue
      Sky
      Filing” means any registration statement, notification or other Notice required
      to be filed, given or made pursuant to any Blue Sky Law in connection with
      any
      offering of the Registrable Securities.

     

    (b) “Blue
      Sky
      Laws” means the laws of any state, the District of Columbia, or any territory or
      other jurisdiction in the United States governing the purchase and/or sale
      of
      securities in such jurisdiction.

     

    (c) “CIK’s
      Securities Claims” has the meaning provided for in Section 4(a)
      below.

     

    (d) “Commission”
      means the U.S. Securities and Exchange Commission.

     

    (e) “Exchange
      Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules
      and regulations promulgated thereunder.

     

    (f) “Notice”
      means any notice given to, or any declaration, filing, registration or
      recordation made, with any Person.

     

    (g) “Order”
      means any judgment, order, writ, decree, award, directive, ruling or decision
      of
      any Governmental Entity.

     

    (h) “Person”
      means any natural person, corporation, joint stock company, limited liability
      company, partnership, joint venture, association, trust, Government Entity,
      or
      any group of the foregoing acting in concert.

     

    (i) “Proceeding”
      means any action, suit, arbitration, audit, investigation or other proceeding,
      at law or in equity, before or by any Government Entity.

     

    (j) “Register,”
      “registered,” “registration” and “registration statement” shall refer to a
      registration of securities to be offered and sold under a registration statement
      filed with the Commission pursuant to the Securities Act.

     

    (k) “Registrable
      Securities” means the Traffix Shares 

     

    (l) “Securities
      Act” means the U.S. Securities Act of 1933, as amended, and the rules and
      regulations promulgated thereunder.

     

    (m) “Stockholders”
      means the holder of the Registrable Securities.

     

    (n) “Traffix
      Securities Claims” has the meaning provided for in Section 4(b)
      below.

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    Capitalized
      terms used, but not otherwise defined, herein shall have the respective meanings
      assigned to them in the Purchase Agreement. 

    


    2. Registration
      Rights.

     

    (a) Registration
      Statement.
      Traffix
      shall prepare and file with the Commission, within ninety (90) days after the
      date hereof, a registration statement on Form S-3 or such other appropriate
      registration form of the SEC as shall be selected by the Company covering the
      Registrable Securities and shall use commercially reasonable efforts to cause
      such registration statement to be declared effective by the Commission within
      one hundred fifty (150) days after the date hereof, or as soon as practicable
      thereafter, so as to permit, when such registration statement becomes effective,
      the sale of the Registrable Securities in conformity with Section 5 of the
      Securities Act. Traffix, in its sole discretion, may include in the registration
      statement covering the Registrable Securities any issued or authorized but
      unissued securities of Traffix for sale by Traffix or its other security
      holders.

     

    (b) Preparation,
      Filing and Maintenance of Registration Statement.
      With
      respect to any registration statement to be prepared by Traffix under this
      Agreement, Traffix shall, at its sole expense, as expeditiously as reasonably
      practicable:

     

    (i) prepare
      and file with the Commission a registration statement necessary to permit the
      sale of the Registrable Securities in the public securities markets upon the
      effectiveness of such registration statement, and such amendments and
      supplements to such registration statement and the prospectus included therein
      as may be necessary, to the extent reasonably practicable, to cause such
      registration statement to be declared effective by the Commission;

     

    (ii) maintain
      the effectiveness of such registration statement for so long as may be
      reasonably necessary or advisable to enable CIK to consummate the disposition
      of
      all of the Registrable Securities; provided,
      that,
      Traffix
      shall not be required to keep such registration in effect at any time after
      the
      earlier to occur of (a) the disposition of all of the Registrable Securities
      in
      accordance with such registration statement, or (b) twelve months after the
      date
      such registration statement becomes effective;

     

    (iii) register
      or qualify the Registrable Securities under the Blue Sky Laws of each U.S.
      state
      governing the purchase or sale of securities as each Stockholder may reasonably
      request, keep such registration or qualification in effect for so long as such
      registration statement remains in effect and take any other action that may
      be
      reasonably necessary or advisable to enable CIK to consummate the disposition
      in
      such states of the Registrable Securities; provided that Traffix shall not
      be
      required to keep such registration or qualification in effect at any time after
      the earlier to occur of (a) the disposition of all of the Registrable
      Securities in accordance with such registration statement, or (b) twelve months
      after the date such registration statement becomes effective; and provided further
      that
      Traffix shall not be required (A) to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify, (B) subject
      itself to taxation in any such jurisdiction, or (C) consent to general service
      of process in any such jurisdiction;

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    (iv) notify
      CIK promptly when the registration statement or any amendment thereto or
      prospectus included therein has been filed and when it has become
      effective;

     

    (v) cause
      all
      of the Registrable Securities covered by the registration statement to be listed
      on each securities exchange, or designated for inclusion in each automated
      interdealer quotation system, on which Traffix Common Stock is then listed
      or
      included;

     

    (vi) provide
      a
      transfer agent and registrar for all the Registrable Securities not later than
      the effective date of such registration statement;

     

    (vii) enter
      into and perform such customary agreements (including underwriting agreements
      in
      customary form), if any;

     

    (viii) make
      available for inspection at a reasonable time by CIK, any underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other agent retained by CIK or such underwriter, all
      financial and other records, pertinent corporate documents and properties of
      Traffix, and cause Traffix's officers, directors, employees and independent
      accountants to supply all information reasonably requested by CIK or any such
      underwriter, attorney, accountant or agent in connection with the preparation
      of
      such registration statement, provided,
      however,
      that to
      reduce the disruption to Traffix’s operations, CIK shall designate one attorney,
      accountant and agent to act on behalf of all of the Stockholders with respect
      to
      said inspection;

     

    (ix) notify
      CIK of any request by the Commission for the amending or supplementing of such
      registration statement or prospectus or for additional information;

     

    (x) prepare
      (and afford counsel for CIK reasonable opportunity to review and comment on)
      and
      file with the Commission, promptly upon the request of CIK, any amendments
      or
      supplements to such registration statement or prospectus that, in the opinion
      of
      CIK’s counsel, may be required under the Securities Act in connection with the
      distribution of Registrable Securities by CIK, provided
      such
      amendments or supplements are reasonably acceptable to Traffix’s
      counsel;

     

    (xi) prepare
      and promptly file with the Commission and promptly notify CIK of the filing
      of
      such amendment or supplement to such registration statement or prospectus as
      may
      be necessary to correct any statements or omissions if, at the time when a
      prospectus relating to such securities is required to be delivered under the
      Securities Act, any event shall have occurred as the result of which any such
      prospectus or any other prospectus as then in effect would include an untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading;

     

    (xii) advise
      CIK, promptly after it shall receive notice or obtain knowledge thereof, of
      the
      issuance of any stop order by the Commission suspending the effectiveness of
      such registration statement or the initiation or threatening of any proceeding
      for such purpose and use all commercially reasonable efforts promptly to prevent
      the issuance of any stop order or to obtain its withdrawal if such stop order
      is
      issued;

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    (xiii) at
      the
      request of CIK furnish on the date or dates provided for in the underwriting
      agreement, if any, or upon the effective date of the registration statement:
      (A)
      an opinion of counsel, addressed to the underwriters, if any, and CIK covering
      such matters as such underwriters, if any, and CIK may reasonably request and
      as
      are customarily covered by the issuer's counsel in an underwritten offering;
      and
      (B) a letter or letters from the independent certified public accountants of
      Traffix addressed to the underwriters, if any, and CIK covering such matters
      as
      such underwriters, if any, and CIK may reasonably request and as are customarily
      covered in accountant's letters in connection with an underwritten
      offering;

     

    (xiv) during
      such time as CIK may be engaged in a distribution of Registrable Securities,
      comply with Regulation M promulgated under the Exchange Act, to the extent
      applicable; and

     

    (xv) participate,
      at CIK’s expense, to the extent CIK may reasonably request, with CIK in any road
      show in connection with an underwritten offering, it being agreed and understood
      that CIK (and the underwriter, if any) will not conduct any road show with
      respect to the Registrable Securities without requesting Traffix’s participation
      in such road show and CIK will not make any statements about Traffix, its
      business, operations or prospects or develop and deliver any written materials
      (including, without limitation, electronic and slide show presentations) without
      first obtaining Traffix’s consent to the use of such statements and
      materials.

     

    (c) Limitations
      on Registrations.
      Traffix
      may delay the filing, or the making of a request for the acceleration of
      effectiveness, of a registration statement pursuant to this Section 2 or
      withdraw or suspend the effectiveness of a registration statement covering
      the
      Registrable Securities that has become effective if, in the good faith judgment
      of Traffix’s board of directors, Traffix would be required to include in such
      registration statement or the prospectus included therein (or in an amendment
      or
      supplement thereto) material information that at that time could not be publicly
      disclosed without interfering with a material financing, acquisition, corporate
      reorganization or other material development or transaction then pending or
      as
      to which Traffix has taken substantive steps to structure or negotiate. Traffix
      shall promptly make such filing or amendment as is reasonably necessary to
      complete, restore or reinstate such registration statement (or the effectiveness
      thereof) when the conditions leading to such delay, suspension or withdrawal
      no
      longer apply. 

     

    (d) CIK’s
      Obligations.
      It is a
      condition precedent to Traffix’s obligation to register any Registrable
      Securities pursuant hereto that (a) CIK cooperate as reasonably requested by
      Traffix in the preparation of the Registration Statement (or any amendment
      thereto), including providing any information with respect to CIK required
      to be
      included therein, and (b) in the case of an underwritten public offering, the
      terms and conditions of the underwriting agreement or any related agreement
      applicable to or affecting Traffix shall be reasonably acceptable to
      Traffix.

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    (e) Demand
      Registrations.

     

    (i) At
      any
      time after the first anniversary of the date hereof, CIK may request
      registration under the Securities Act of all or part of the Registrable
      Securities, in the manner specified in such request; provided, that Traffix
      shall not be obligated to register any Registrable Securities pursuant to this
      Section 2(e) on more than one occasion;

     

    (ii) all
      registrations requested pursuant to this Section 2(e) shall be referred to
      herein as "Demand Registrations;"

     

    (iii) a
      registration will not count as a Demand Registration for purposes of Section
      2(e)(i) unless it has become and remained continuously effective for a period
      equal to the shorter of (A) three months or (B) until all of the Registrable
      Securities requested to be registered have been sold in the manner specified
      in
      such request; 

     

    (iv) the
      Company and CIK may, upon mutual agreement, designate one or more managing
      underwriters, if applicable, for such offering; and 

     

    (v) all
      of
      the other terms and provisions herein shall be applicable to the registration
      statement filed as a Demand Registration, including specifically, but without
      limitation, the time period to file in Section 2(a), the limitations on
      registration contained in Section 2(c), CIK’s obligations in Section 2(d), the
      notice provisions in Section 2(g), CIK’s right to prior review of the filing and
      the allocation of expenses in Section 3 and the indemnity provisions in Section
      4. 

     

    (f) Piggyback
      Rights.

     

    (i) Whenever
      Traffix proposes to register any shares of its common stock under the Securities
      Act on a registration statement other than Form S-4 or Form S-8 (or any
      successor forms thereto), Traffix will give prompt written notice to CIK of
      its
      intention to effect such registration (which notice is to be given at least
      15
      days prior to the date on which the registration statement is to be filed)
      and,
      subject to the terms hereof, will include in such registration (a “Piggy Back
      Registration") all Registrable Securities with respect to which Traffix has
      received a written request from CIK for inclusion therein within ten days after
      the receipt of Traffix' notice; and

     

    (ii) if
      the
      managing underwriters for such offering advise Traffix in writing that in their
      opinion the number of securities to be registered and sold for the account
      of
      Traffix, together with the number of Registrable Securities and other securities
      requested to be included in such Piggyback Registration, exceeds the number
      of
      securities that can be sold in such offering, then Traffix will include in
      such
      registration only: (x) first, any securities that Traffix proposes to sell
      for
      its own account or is required to include under any agreement of Traffix, and
      (y) second, any Registrable Securities requested to be included in such
      registration to the extent that, in the reasonable opinion of such underwriters,
      they can be sold.

     

    (g) Notice.
      Except
      otherwise provided, all notices and deliveries shall be given or made at least
      15 days prior to the date upon which the action prompting the notice or delivery
      is to be taken. Similarly, all review periods hereunder shall be for a minimum
      of 15 days, to be calculated from the time the item(s) to be reviewed is made
      available to the reviewing party.

    


    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

    (h) Termination
      of Distribution.
      CIK
      shall promptly advise Traffix when the distribution of the Registrable
      Securities under the registration statement is completed.

    


    3. Preparation;
      Reasonable Investigation.
      In
      connection with the preparation and filing of the registration statement and
      any
      amendments thereto and any Blue Sky Filing, Traffix shall give each Stockholder
      and its counsel, accountant and other advisors the opportunity to review, in
      each case, prior to its filing, the registration statement, each prospectus
      included therein or filed with the Commission, each document incorporated by
      reference therein and each amendment thereof or supplement thereto and any
      related Blue Sky Filing in order to verify the accuracy of any factual
      information concerning CIK. Traffix shall pay for all expenses incident to
      the
      performance of its obligations under this agreement, including but not limited
      to all registration and filing fees, listing and NASD fees, printing expenses
      and fees and disbursements of Traffix’s counsel and Traffix’s accountants in
      connection with the preparation, review and filing of the registration statement
      and the registration, listing and resale of the Registrable Securities and
      any
      related Blue Sky Filing pursuant to this Agreement; provided,
      however,
      that
      CIK shall pay underwriting discounts and commissions applicable to the sale
      of
      the Registrable Securities, any advisory or professional fees incurred on their
      own behalf and its pro rata share of any road show fees and expenses allocable
      to the sale of the Registrable Securities (based upon its pro rata share of
      the
      shares of common stock of Traffix, par value $.001 per share, being sold in
      such
      underwritten offering).

     

    4. Indemnification.

     

    (a) CIK’s
      Indemnity.
      CIK
      shall indemnify and defend Traffix and each controlling person (within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act),
      director, officer, employee or agent of Traffix against, and hold each of them
      harmless from, any loss, liability, obligation, damage or expense (including
      reasonable attorneys’ fees and disbursements) which any of them may suffer or
      incur incidental to any claim or any Proceeding against any of them arising
      out
      of, based upon or resulting from (i) an untrue statement or alleged untrue
      statement of a material fact contained in, or omission or alleged omission
      of a
      material fact from, the registration statement, any preliminary prospectus
      or
      final prospectus contained therein, or any amendment or supplement thereto,
      or
      any document incidental to the registration or qualification of the Registrable
      Securities that is required to be stated therein or necessary to make the
      statements therein not misleading or, with respect to any prospectus, necessary
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading, which statement or omission is made in reliance
      upon
      and in conformity with written information furnished to Traffix by CIK for
      use
      in the preparation thereof, or (ii) any violation by any Stockholder or its
      Affiliates of the Securities Act or Blue Sky Laws applicable to them and
      relating to any action or inaction required of such Stockholder or its
      Affiliates in connection with such registration or qualification under such
      Blue
      Sky Laws (“CIK’s Securities Claims”).

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

    (b) Traffix’s
      Indemnity.
      Traffix
      shall indemnify and defend each Stockholder and each controlling person (within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act), director, officer, employee or agent of such Stockholder against, and
      hold
      each of them harmless from, any loss, liability, obligation, damage or expense
      (including reasonable attorneys’ fees and disbursements) which any of them may
      suffer or incur incidental to any claim or any Proceeding against any of them
      arising out of, based upon or resulting from (i) an untrue statement or alleged
      untrue statement of a material fact contained in, or omission or alleged
      omission of a material fact from, the registration statement, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereto, or any document prepared and/or furnished by Traffix incidental to
      the
      registration or qualification of the Registrable Securities that is required
      to
      be stated therein or necessary to make the statements therein not misleading
      or,
      with respect to any prospectus, necessary to make the statements therein, in
      light of the circumstances under which they were made, not misleading, or (ii)
      any violation by Traffix or its Affiliates of the Securities Act or Blue Sky
      Laws applicable to them and relating to any action or inaction required of
      Traffix or its Affiliates in connection with such registration or qualification
      under such Blue Sky Laws (“Traffix’s Securities Claims”); provided,
      however,
      that
      Traffix shall not be liable in any such case to any Stockholder to the extent
      that such Securities Claims arise out of or are based upon (A) an untrue
      statement or alleged untrue statement of a material fact contained in, or
      omission or alleged omission of a material fact from, the registration
      statement, such preliminary prospectus or such prospectus or such amendment
      or
      supplement or any document incident to the registration or qualification of
      the
      Registrable Securities made in reliance upon and in conformity with written
      information furnished to it by CIK or any other holder of such Registrable
      Securities or their respective agents for use in the preparation thereof or
      (B)
      CIK’s or any other holder of such Registrable Securities or their respective
      agents’ failure to deliver a copy of the registration statement or prospectus or
      any amendments or supplements thereto to a purchaser of such Registrable
      Securities.

     

    (c) Claims
      Procedure.
      Promptly after Notice to an indemnified party of any claim or the commencement
      of any Proceeding by a third party involving any loss, liability, obligation,
      damage or expense referred to in Section 4(a) or 4(b), such indemnified party
      shall, if a claim for indemnification in respect thereof is to be made against
      an indemnifying party, give written Notice to the latter of the commencement
      of
      such claim or Proceeding, setting forth in reasonable detail the nature thereof
      and the basis upon which such party seeks indemnification hereunder; provided
      that the failure of any indemnified party to give such Notice shall not relieve
      the indemnifying party of its obligations under such Section, except to the
      extent that the indemnifying party is actually prejudiced by the failure to
      give
      such Notice. In case any such Proceeding is brought against an indemnified
      party, and provided that proper Notice is duly given, the indemnifying party
      shall assume and control the defense thereof insofar as such Proceeding involves
      any loss, liability, obligation, damage or expense in respect of which
      indemnification may be sought hereunder, with counsel selected by the
      indemnifying party (and reasonably satisfactory to such indemnified party),
      and,
      after Notice from the indemnifying party to such indemnified party of its
      assumption of the defense thereof, the indemnifying party shall not be liable
      to
      such indemnified party for any legal or other expenses subsequently incurred
      by
      the indemnified party in connection with the defense thereof (but the
      indemnified party shall have the right, but not the obligation, to participate
      at its own cost and expense in such defense by counsel of its own choice) or
      for
      any amounts paid or foregone by the indemnified party as a result of the
      settlement or compromise thereof (without the written consent of the
      indemnifying party), except that, if both the indemnifying party and the
      indemnified party are named as parties or subject to such Proceeding and either
      such party reasonably determines with advice of counsel that a material conflict
      of interest between such parties may exist in respect of such Proceeding, the
      indemnifying party may decline to assume the defense on behalf of the
      indemnified party or the indemnified party may retain the defense on its own
      behalf, and, in either such case, after Notice to such effect is duly given
      hereunder to the other party, the indemnifying party shall be relieved of its
      obligation to assume the defense on behalf of the indemnified party, but shall
      be required to pay any reasonable legal or other expenses, including without
      limitation reasonable attorneys’ fees and disbursements incurred by the
      indemnified party in such defense; provided,
      however,
      that
      the indemnifying party shall not be liable for such expenses on account of
      more
      than one separate firm of attorneys (and, if necessary, local counsel) at any
      time representing such indemnified party in connection with any Proceeding
      or
      separate Proceedings arising out of or based upon substantially the same
      allegations or circumstances. If the indemnifying party shall assume the defense
      of any such Proceeding, the indemnified party shall cooperate fully with the
      indemnifying party and shall appear and give testimony, produce documents and
      other tangible evidence, allow the indemnifying party access to the books and
      records of the indemnified party and otherwise assist the indemnifying party
      in
      conducting such defense. No indemnifying party shall, without the consent of
      the
      indemnified party, which consent shall not be unreasonably withheld, consent
      to
      entry of any judgment or enter into any settlement or compromise in respect
      of
      any claim or Proceeding which (i) does not include as an unconditional term
      thereof the giving by the claimant or plaintiff to such indemnified party of
      a
      release from all liability in respect of such claim or Proceeding and (ii)
      involves solely monetary damages (and not injunctive or other equitable relief
      or any admission of guilt or fault). Provided that proper Notice is duly given,
      if the indemnifying party shall fail promptly and diligently to assume the
      defense thereof, if and in the manner required hereunder, the indemnified party
      may respond to, contest and defend against such Proceeding (but the indemnifying
      party shall have the right to participate at its own cost and expense in such
      defense by counsel of its own choice) and may make in good faith any compromise
      or settlement with respect thereto, and recover the entire cost and expense
      thereof, including without limitation reasonable attorneys’ fees and
      disbursements and all amounts paid or foregone as a result of such Proceeding,
      or the settlement or compromise thereof, from the indemnifying party. Any
      indemnification required to be made hereunder shall be made by periodic payments
      of the amount thereof during the course of the investigation or defense, as
      and
      when bills or invoices are received or loss, liability, obligation, damage
      or
      expense is actually suffered or incurred. 

     

    
      
        
        

      

      
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    (d) Limitations.

     

    (i) Any
      other
      provision hereof notwithstanding, no indemnified party shall be entitled to
      any
      indemnification under this Agreement to the extent that it actually receives
      or
      is entitled to receive any amount in respect of any loss, liability, obligation,
      damage or expense from other sources, including without limitation insurance
      or
      third-party indemnity; provided that such indemnified party shall not be
      required to commence any Proceeding to collect any such amount.

     

    (ii) The
      indemnification obligations under this Agreement are independent of any other
      indemnification obligations that any of the parties hereto may have to one
      another under any other agreement between or among them.

     

    5. Covenants
      of CIK.

     

    CIK
      agrees that, at the request of the underwriters managing a registered public
      offering, it shall not offer, sell, contract to sell or otherwise dispose of
      any
      Traffix Common Stock, or any securities convertible into or exchangeable or
      exercisable for Traffix Common Stock, during the 15-day period prior to, and
      the
      90-day period beginning on, the effective date of the underwritten registration;
      provided,
      that,
      any
      Registrable Securities then owned by each Stockholder (and any permitted
      assignee(s)) are included in that underwritten public offering, without any
      right of cut-back on the part of the managing underwriters. In order to ensure
      compliance with the provisions of this Section 5, Traffix agrees to notify
      CIK
      as to the status and proposed effective date of any registration statement
      of
      Traffix that is filed with the Commission and grants CIK the opportunity to
      include its Registrable Securities in such underwritten public
      offering.

     

     

    
      
        
        

      

      
        ix