SEVERANCE PAYMENT AGREEMENT

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Exhibit 10.17

This Severance Agreement is entered into as of January 30, 2002 between XxxxXxxxxx.xxx, Inc., (the "Company") and Xxxx Xxxxx (the "Employee").

WHEREAS, Employee is a senior executive of the Company in the capacity of Executive Vice President and General Counsel;

WHEREAS, Company desires to recognize Employee's continued contribution to the growth and stability of the Company and provide an additional incentive for Employee to remain at the Company;

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:

1. Severance Payment. If Employee is terminated without Cause, as defined in paragraph 2 below, the Company will make a lump sum payment to Employee on the termination date equal to nine months of Employee's base salary plus 75% of Employee's maximum annual cash bonus target. In addition, Employee shall receive nine months of continued health, dental and life insurance benefits on the same premium copayment terms as Employee had while employed at the Company. Notwithstanding the foregoing sentence, if Employee retains alternative employment during the nine month severance period and the new employer offers such benefits, Employee's health, dental and/or life insurance benefits shall terminate on the date that such benefits commence at the new employer..

2. Cause. For purposes of paragraph 1 above, "Cause" shall be defined as (i) termination for any act of personal dishonesty taken by Employee in connection with Employee's responsibilities to the Company after repeated written warnings, (ii) a felony conviction, (iii) termination due to a willful act that constitutes misconduct and is injurious to the Company after repeated written warnings;, or (iv) gross negligence, recklessness, or willful misconduct or malfeasance in the performance by Employee of his duties after repeated written warnings.

3. Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

4. Employment Letter. This Severance Payment Agreement supercedes all references to severance payments in Employee's offer letter from the Company, dated January 18, 2000.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the date first above written.