CONFIRMATION OF ENGAGEMENT

Exhibit 10.23

March 22, 2006                             

Traffic.com, Inc.
851 Duportail Road
Suite 220
Wayne, PA 19087

Gentlemen;

        We are pleased to confirm our mutual understanding concerning the retention by Traffic.com, Inc. ("Traffic" or the "Company") of Allen & Company LLC ("Allen") to act as the Company's exclusive financial advisor on the terms set forth herein. This letter will replace the prior engagement letter existing between the Company and Allen.

        1.     Establishment of Retainer Relationship; Scope of Engagement. In anticipation of situations which may arise from time to time, the Company has determined that it would be in its best interest to update, revise and replace the previously existing engagement letter between the Company and Allen. The Company has requested, and Allen hereby agrees, to be retained by the Company as follows: For the Term hereof, Allen will serve as the Company's exclusive financial advisor in connection with any of the following possible transactions which may arise: (i) any possible acquisition by the Company of the stock or assets of another company or enterprise; (ii) any possible merger, consolidation or other business combination transaction pursuant to which the Company is to acquire another entity (items (i) and (ii) of this paragraph shall hereinafter be referred to as a "Purchase Transaction"), (iii) any possible merger, consolidation or other business combination transaction pursuant to which the Company is to be acquired by, or combined with, another entity; (iv) any possible sale or disposition of all or substantially all of the stock or assets of the Company, or (v) any possible recapitalization, restructuring, joint venture or other transaction or series of transactions which has the effect of transferring a substantial interest in or control of the Company or its assets to another entity (items (iii), (iv) and (v) of this paragraph shall hereinafter be referred to as a "Sale Transaction" and, together with any Purchase Transaction (except as indicated in the last sentence of this paragraph) shall constitute a "Transaction"). In the event requested by the Company, Allen will assist in structuring and negotiating, and will otherwise assist in taking necessary steps toward consummating, any proposed Transaction(s) that the Company may elect to consider during the term of Allen's engagement hereunder. The term "Transaction" shall not include any Purchase Transaction which, because of the size or simplicity of the transaction, the Company does not feel it necessary to utilize the services of a financial advisor.

        2.     Advisory Fees and Expenses. (a) In consideration for the services described in paragraph 1 above, upon consummation of a Transaction, the Company shall pay to Allen a cash success fee (the "Success Fee") equal to, as the case may be a) 2% of the Consideration received by the Company or its shareholders in connection with such Sale Transaction, or b) 2% of the Consideration paid by the Company in connection with such Purchase Transaction. As used in the above paragraph, "Consideration" shall mean the sum of (i) any cash, and the fair market value of any securities or other property, paid or payable at the time of the consummation of the relevant Transaction or committed to be so paid in the future, (ii) the aggregate dollar amount of all indebtedness (excluding any capital leases) assumed, recapitalized or restructured at the time of the consummation of the relevant Transaction, (iii) the amount of cash or the fair market value of any property invested at the closing of the relevant Transaction or irrevocably committed to be invested in the future, (iv) in the case of any Sale Transaction resulting in value being delivered to the Company's shareholders, the amount of any extraordinary distributions made by the Company in connection with or anticipation of the contemplated Transaction, (v) to the extent that any Transaction is structured so as to provide for a transfer a majority, but not all, of the Company's stock or assets to a third party and the retention by

the Company or its shareholders of other stock or assets related to the Company or its subsidiaries, the retained stock or assets not being transferred (including but not limited to stock, partnership interests, cash and cash equivalents, real property, investments and receivables) and (vi) any contingent amounts referred to in (i), (ii), (iii),(iv) or (v) above at the time the same are paid, assumed or invested. Such Consideration shall be valued as of the closing of the Transaction, provided that to the extent the right to receive any Consideration is contingent upon future events, the value of such contingent Consideration and the calculation of the fee related thereto shall be determined and payable to Allen only if and when any such Consideration is paid.

        (b)   No fee payable to any other financial advisor, by the Company or any other person or entity in connection with the subject matter of this engagement, shall reduce or otherwise affect any fee payable hereunder, except to the extent such other fee has the effect of reducing the Consideration paid in any such Transaction.

        (c)   In addition to any fees described above, whether or not any Transaction is consummated, the Company shall reimburse Allen, upon request from time to time, for all reasonable out-of-pocket expenses incurred pursuant to our engagement hereunder, including, reasonable fees and disbursements of our counsel as well as the online data room provider and other consultants and advisors retained by us with your prior written consent.

        (d)   Upon termination of this agreement, Allen shall be entitled to collect all such fees (if any) and expenses accrued through the date of termination.

        3.     Term and Termination. (a) The initial term of this engagement shall be for a period of 12 months from the date hereof and may be extended as the parties shall mutually agree, subject to the establishment of arrangements for additional compensation and other appropriate terms for such extension. Either the Company or Allen may terminate this engagement at any time for any reason, subject to providing the other party with 30 days' notice of such termination.

        (b)   Notwithstanding termination of this e