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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
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