PRIMIX
EXHIBIT 10.46
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>8
<FILENAME>a2043475zex-10_46.txt
<DESCRIPTION>EXHIBIT 10.46
<TEXT>

<PAGE>

January 21, 1999


Mike Troiano
47 Hoyt Street
New Canaan, CT 06840

Dear Mike:

It is my sincere pleasure to offer you the position of Senior Vice President,
reporting to Lennart Mengwall. The terms of your compensation package are as
follows:

1.   EFFECTIVE DATE: Your compensation package will be effective from January
     18, 1999 (the "Effective Date") through December 31, 1999.

2.   SALARY: Your base salary will be paid based on a rate of $125,000* per
     year, payable bi-weekly in accordance with Primix's standard payroll
     practices.

3.   BONUS PLAN: You will be eligible for a maximum target cash bonus of
     $100,000 in 1999, based on achieving mutually agreed upon quarterly revenue
     and contribution margin objectives related to the performance of the TBD
     business unit.

     You will be eligible for an incremental bonus of 30,000 stock options in
     1999, based on achieving mutually agreed upon quarterly revenue and
     contribution margin objectives related to the performance of the TBD
     business unit.

A)       CASH BONUS ($75,000 TARGET) :

         This bonus opportunity will be split evenly between revenue and
         contribution margin components. The maximum 1999 cash bonus related to
         the revenue component will equal 50% of the total $75,000 target i.e.
         $37,500 each quarter you will be eligible for a bonus of $9,375 related
         to the revenue component. The maximum 1999 cash bonus related to the
         contribution margin component will equal 50% of the total $75,000
         target i.e. $37,500 - each quarter you will be eligible for a bonus of
         $9,375 related to the contribution margin component.

         We will work together in good faith to develop a revenue and
         contribution margin plan for the TBD business unit. For example:

         1999 REVENUE AND CONTRIBUTION MARGIN PLAN **:

<TABLE>
<CAPTION>

--------------------- ------------------------ ------------------------ ----------------------- ------------------------
                                Q1                       Q2                       Q3                      Q4
                      (1/18/99 - 3/31/99)      (4/1/99 - 6/30/99)       (7/1/99 - 9/30/99)      (10/1/99 - 12/31/99)
--------------------- ------------------------ ------------------------ ----------------------- ------------------------
<S>                   <C>                      <C>                      <C>                     <C>
Revenue                      $115,000                 $550,000                $1,100,000              $1,650,000
--------------------- ------------------------ ------------------------ ----------------------- ------------------------
C Margin                    ($270,000)               ($300,000)                 20,000                  520,000
--------------------- ------------------------ ------------------------ ----------------------- ------------------------

</TABLE>

*  This document is not intended, nor should it be construed, as an employment
contract between the Company and yourself.

** The amounts defined under the Revenue and Contribution Margin Plan are
preliminary. The Company will work with you to develop reasonable and agreeable
measurement criteria to be defined no later than February 5, 1999.


<PAGE>

         Each revenue multiplier is calculated by dividing your quarterly target
         bonus related to the revenue component, by your minimum revenue
         objective for that particular quarter. Each contribution margin
         multiplier is calculated by dividing your quarterly target bonus
         related to the contribution margin component, by your minimum
         contribution margin objective for that particular quarter.

         Multipliers will be used to calculate the actual quarterly cash bonus
         payable. Each multiplier will be applied against actual revenue and
         contribution margin amounts in excess of their respective minimum
         eligibility amounts (TBD). Quarterly revenue and contribution margin
         for the TBD business unit will be calculated by the Chief Financial
         Officer, in accordance with Generally Accepted Accounting Principles.

         In order to be eligible for the quarterly revenue component a minimum
         revenue objective per quarter must be met. In order to be eligible for
         the quarterly contribution margin component a minimum contribution
         margin objective per quarter must be met.

      B) INCREMENTAL CASH BONUS ($25,000 STRETCH TARGET):

         In the event that the TBD business unit achieves $3.6M in revenue
         opportunities in 1999, you will be eligible for an additional cash
         bonus of $25,000. Achievement of this stretch target will be measured
         by the total dollar value of signed contracts, and not necessarily the
         Company's definition of booked revenue.

      C) STOCK OPTION BONUS:

         For each quarter during which the revenue goal is met, it will be
         recommended to the Board that you be granted 3,750 options of the
         Company's common stock with an exercise price equal to fair market
         value as of the date of grant.

         For each quarter during which the contribution margin goal is met, it
         will be recommended to the Board that you be granted 3,750 options of
         the Company's common stock with an exercise price equal to fair market
         value as of the date of grant.

         These stock option bonuses will be subject to the standard four-year
         vesting schedule with the first 25% vesting after one year, and the
         remaining 75% vesting over twelve equal quarterly installments of
         6.25%.

4.   INCENTIVE STOCK OPTIONS: Management will recommend to the Board that you be
     granted an option to purchase 70,000 shares of the Company's common stock,
     with an exercise price equal to fair market value as of the date of grant.
     This option will vest over four years, the first 25% vesting after one
     year, and the remaining 75% vesting over twelve equal quarterly
     installments of 6.25%. The date of grant will be the date of the next
     regularly scheduled Board Meeting following your hire date.

5.   PROMISSORY NOTE: The Company's management will recommend to the Board of
     Directors that the Company loan you an amount of $75,000 through a
     promissory note carrying a reasonable interest rate and maturity date.

6.   RELOCATION: The Company will reimburse you for reasonable relocation
     expenses. In order to be reimbursed, you must provide proper support for
     any expenditure for which you request reimbursement. Certain amounts
     covered under this section may be deemed to be taxable. The Company shall
     make such tax-related reporting that it reasonably determines to be
     required with respect to the payment pursuant to this section.


<PAGE>

7.   BENEFITS: As a full-time employee, you will be entitled to the company's
     full benefits package, including contributory medical, dental, and life
     insurance, a paid vacation, and a 401(k) salary deferral program. You will
     receive up to three weeks of vacation annually, accrued on a monthly basis.
     In addition, Primix observes twelve paid holidays each year. You will
     travel in accordance with Primix's policies, which have limitations on
     first class travel.

8.   TERMINATION WITHOUT CAUSE: In the event that your employment is terminated
     by the Company (or it's successors) for reasons other than gross
     misconduct, violation of law or unethical conduct, the Company will pay you
     a severance package equal to six months of your then-current base salary.
     Any stock options that have vested as of the Termination Date must be
     exercised within 90 days from that date. Any options that have not vested
     by the Termination Date will terminate automatically.


You will be required to execute the Company's standard Employee Agreement, and
to provide satisfactory proof of eligibility for employment in the United
States.

Please indicate your agreement to the terms of this offer and that you have no
further commitments or obligations to you prior employer, including, but not
limited to, non-competition and confidentiality agreements, which would prevent
you from fulfilling your responsibilities to Primix Solutions by countersigning
where indicated below, and then return a fully executed copy to me at your
earliest convenience.


Sincerely,



--------------------------------
Lennart Mengwall
Chairman & C.E.O.

                                            AGREED:


                                            --------------------------------
                                            Mr. Mike Troiano


                                            Date:

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