EXHIBIT 10.3
LOCK-UP AGREEMENT
MAC Worldwide, Inc.
1640 Terrace Way
Walnut Creek, California 94596
Reference
is made to that certain Term Sheet (the "Term Sheet"), dated
October 26, 2004, as later amended, between
MAC Worldwide, Inc., a Delaware
corporation (the "Company") and
Trafficlogic, Inc., a California corporation
("Trafficlogic") relating to a proposed
business combination (the "Transaction")
between the Company and Trafficlogic. In
connection with the Transaction, the
Company and Trafficlgic also entered into
that certain Agreement and Plan Merger
and Reorganization (the "Merger
Agreement"), dated as of December 30, 2004,
pursuant to which shares of Trafficlogic's
capital stock are proposed to be
exchanged for shares of common stock of the
Company (the "Common Stock"). The
purpose of this letter agreement (the
"Letter Agreement") is to set forth the
agreement contemplated by the Term Sheet
between the Company and each of the
officers and directors of Trafficlogic and
the holders of common stock of
Trafficlogic who hold five percent (5%) or
more of the shares of Common Stock of
the Company immediately following the
Transaction, with respect to a lock-up of
the shares of Common Stock of the Company
to be held thereby. Accordingly, in
consideration of the Company and
Trafficlogic entering into the Transaction, and
for other good and valuable consideration,
the receipt and sufficiency of which
are hereby acknowledged, the undersigned
hereby agrees as follows:
1. The undersigned hereby covenants and
agrees, except as provided herein, not
to (1) offer, sell, contract to sell or
otherwise dispose of or (2) transfer
title to (a "Prohibited Sale") any of the
shares (the "Acquired Shares") of
Common Stock acquired by the undersigned
pursuant to or in connection with the
Merger Agreement, during the period
commencing on the "Closing Date" (as that
term is defined in the Term Sheet) and
