ATRINSIC,
INC.

         

        469
7th
Avenue, 10th Floor,
New York, NY 10018

         

        January
29, 2009

         

        Thomas
Plotts

        469
7th
Avenue, 10th
Floor,

        New York,
NY 10018

        


        Dear
Tom:

         

        Atrinsic,
Inc. (the “Company”) is pleased to offer you employment on the following
terms:

         

        
          	
                  1.

                	
                  Position.  You
      will serve in the capacity as Interim Chief Financial Officer of the
      Company effective as of December 16, 2009.  In addition to
      assuming the customary responsibilities of a Chief Financial Officer,
      while serving as Interim Chief Financial Officer you will assist the Board
      of Directors and Chief Executive Officer in locating a full-time Chief
      Financial Officer.  You will report to the Company’s Chief
      Executive Officer.  By signing this letter agreement, you
      represent and warrant to the Company that you are under no contractual
      commitments inconsistent with your obligations to the
    Company.

                


        

         

        
          	
                  2.

                	
                  Salary.  You
      will be paid a salary of $250,000 per annum in semi-monthly installments
      in accordance with the Company’s standard payroll practices for salaried
      employees.

                


        

         

        
          	
                  3.

                	
                  Restricted Stock
      Units.  Upon your execution of this letter agreement, the
      Company will issue to you 25,000 restricted stock units pursuant to the
      Company’s 2009 Stock Incentive Plan and a Restricted Stock Unit Agreement,
      a form of which is attached hereto as Exhibit
      A.

                


        

         

        
          	
                  4.

                	
                  Bonus.  Upon
      the Company’s filing of its annual report on Form 10-K on or before March
      31, 2009, provided that you sign such report as the Principal Financial
      Officer of the Company, you will receive a bonus of $25,000 payable in
      accordance with the Company’s standard payroll practices for salaried
      employees.

                


        

         

        
          	
                  5.

                	
                  Expenses.  While
      serving as Interim Chief Financial Officer, the Company will reimburse you
      for all expenses you incur on the Company’s
  behalf.

                


        

         

        
          	
                  6.

                	
                  Period of
      Employment.  Your employment with the Company will be “at
      will,” meaning that either you or the Company will be entitled to
      terminate your employment at any time and for any reason, with or without
      cause.  Any contrary representations which may have been made to
      you are superseded by this offer.  This is the full and complete
      agreement between you and the Company on this term.  Although
      your job duties, title, compensation and benefits, as well as the
      Company’s personnel policies and procedures, may change from time to time,
      the “at will” nature of your employment may only be changed in an express
      written agreement signed by you and a duly authorized officer of the
      Company.

                


        

         

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          	
                  7.

                	
                  Outside
      Activities.  While you render services to the Company,
      you will not engage in any other gainful employment, business or activity
      without the written consent of the Company.  While you render
      services to the Company, you also will not assist any person or
      organization in competing with the Company, in preparing to compete with
      the Company or in hiring any employees of the Company.  Set
      forth on Exhibit
      B hereto is a list of all of your business involvements (other than
      passive non-operating investment activities) as well as a list of all
      directorships which you currently
hold.

                


        

         

        
          	
                  8.

                	
                  Withholding
      Taxes.  All forms of compensation referred to in this
      letter are subject to reduction to reflect applicable withholding and
      payroll taxes.

                


        

         

        
          	
                  9.

                	
                  Entire
      Agreement.  This letter and the Exhibits attached hereto
      contain all of the terms of your employment with the Company and supersede
      any prior understandings or agreements, whether oral or written, between
      you and the Company.

                


        

         

        
          	
                  
                    10.

                  

                	
                  Amendment and Governing
      Law.  This letter agreement may not be amended or
      modified except by an express written agreement signed by you and a duly
      authorized officer of the Company.  The terms of this letter
      agreement and the resolution of any disputes will be governed by New York
      law.

                


        

         

        We hope
that you find the foregoing terms acceptable. You may indicate your agreement
with these terms and accept this offer by signing and dating the enclosed
duplicate original of this letter and returning it to me.

         

        If you
have any questions, please call me at (212) 716-1977.

         

        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Very
      truly yours,

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  Atrinsic,
      Inc.

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/
      Jeffrey
      Schwartz

                                	 
      
	 
      	
                                	
                                  Jeffrey
      Schwartz

                                
	 
      	
                                	
                                  Interim
      Chief Executive
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

        


        
          
            
              
                	
                        I
      have read and accept this employment offer:

                      
	 
      	 
      
	
                        /s/
      Thomas Plotts

                      	 
      
	
                        Signature
      of Thomas Plotts

                      	 
      
	
                        Dated:  January
      29, 2009