Exhibit 10.1

                              REDEMPTION AGREEMENT


              AGREEMENT made as of November 20, 2002 by and between TRAFFIX,
INC., a Delaware corporation with its principal offices at One Blue Hill Plaza,
Fifth Floor, Pearl River, NY 10965 (the "COMPANY"), and ERIC AROESTY, an
individual having an address at 80 O'Shaughnessy Lane, Closter, New Jersey 07624
(the "SELLER").

                              W I T N E S S E T H :

              WHEREAS, Seller is a shareholder, executive officer and member of
the Board of Directors of the Company; and

              WHEREAS, Seller is desirous of selling and the Company is desirous
of purchasing the following securities of the Company owned by the Seller: (i)
262,243 shares of common stock, par value $.001 per share (the "Common Stock")
presently owned by the Seller (the "Presently Owned Shares"), and (ii) 365,789
shares of Common Stock to be acquired by the Seller upon the exercise of his
options to purchase shares of Common Stock in accordance with the terms hereof
(the "Option Shares", and, collectively with the Presently Owned Shares, the
"Shares"); and

              WHEREAS, subject to the consummation of the transactions
contemplated by the preceding paragraph, the Seller is desirous of resigning and
the Company is desirous of accepting the resignation of, the Seller as an
executive officer and member of the Company's Board of Directors.

              NOW, THEREFORE, in consideration of the mutual covenants and
undertakings hereinafter contained, and other good and valuable consideration,
the parties agree as follows:

1.    SALE AND PURCHASE OF SHARES.

      a.    Simultaneously  herewith (i) the Seller has delivered to the Company
            certificates  for the Presently Owned Shares,  duly endorsed or with
            stock powers duly executed in form for transfer with all  applicable
            tax or revenue stamps affixed or paid for, in  consideration  of and
            against  payment by the Company of  $660,852.36,  or $2.52 per share
            (the "Presently Owned Shares  Proceeds"),  and which certain of such
            Presently  Owned  Shares  Proceeds  shall be used  for the  purposes
            described in clause (iii) of this Section 1(a);  (ii) the Seller has
            executed  and  delivered  to the Company the Option  Exercise  Forms
            annexed to the options to purchase the Option  Shares,  evidenced by
            the option  certificates  listed on  Schedule  1(a)(ii)  hereof (the
            "Options"); (iii) the Seller hereby authorizes the Company to retain
            $640,130.75  of the  Presently  Owned  Shares  Proceeds  as Seller's
            payment  in full of the  exercise  price  for  the  exercise  of the
            Options; and (iv) the Company has faxed an instruction letter to its
            transfer agent, irrevocably instructing such transfer agent to issue
            the Option Shares in the name of the Seller, but to deliver the same
            to counsel for the Company,  as Escrowee,  to be held in  accordance
            with the terms hereof.

      b.    Upon the Escrowee's  receipt of the Option Shares from the Company's
            transfer   agent,   the  Company   shall  deliver  to  the  Escrowee
            $921,788.28 by certified or bank check, payable

                                       1
<PAGE>


            to the order of Seller,  as  payment in full for the Option  Shares.
            Upon  the  Escrowee's  receipt  of such  payment,  (i)  without  the
            requirement to receive any further  consent of the parties hereto or
            to be required to deliver any further notices thereto,  the Escrowee
            shall deliver (a) such payment to the Seller and (b) the certificate
            for the Option Shares to the Company for cancellation;  and (ii) the
            Seller's  resignation  in  accordance  with  Section 5 hereof  shall
            become effective.

2.    CERTAIN REPRESENTATIONS.

I.    The Seller hereby represents and warrants to the Company, its officers and
directors, the following:

      a.    The  Seller  is the sole  beneficial  owner of the  Presently  Owned
            Shares  and  Options,   free  and  clear  of  all  liens,   pledges,
            liabilities, claims and encumbrances.

      b.    The Seller has read carefully and understands this Agreement and has
            consulted his own attorney, accountant and tax and financial advisor
            with respect to the transactions contemplated hereby.

      c.    The Company has made available to the Seller and his counsel, or his
            designated  representatives,  during the course of this  transaction
            and prior to the sale of any of the  securities  referred to herein,
            the  opportunity  to ask  questions of and receive  answers from the
            officers  and  directors  of the  Company  concerning  the terms and
            conditions of the sale or otherwise  relating to the financial  data
            and business of the  Company,  to the extent that the Company or its
            officers and directors  possess such  information  or can acquire it
            without unreasonable effort or expense.

      d.    Seller  is,  and  shall  continue  to be until  his  resignation  in
            accordance  with  Section  5 hereof,  an  executive  officer  of the
            Company and a member of its Board of  Directors,  and,  as such,  is
            privy  to  all  information   relating  to  the  financial  affairs,
            prospects  and  day-to-day  operations of the Company and he did not
            rely upon any representations or warranties of the Company or any of
            its officers, directors, employees or agents in his determination to
            consummate the transactions  contemplated hereby.  Pursuant thereto,
            Seller  hereby  waives any claim and  releases  the Company (and its
            subsidiaries   and  affiliates)   and  its  (and  their)   officers,
            directors, employees and agents from any claim that he or any entity
            or individual  controlled  by,  controlling  or under common control
            with him (an  "Affiliate")  has,  may have or could have against the
            Company (and its  subsidiaries  and  affiliates)  or any of its (and
            their) officers, directors, employees or agents regarding the amount
            or nature of the  consideration  paid and to be paid by the  Company
            for  the  Shares  and any  other  consideration  delivered  or to be
            delivered  by the  Company  to  Seller or any of his  Affiliates  in
            connection with this Agreement or any other  agreements,  including,
            but not  limited  to, any claim  based  upon or  arising  out of any
            allegation that the Company failed to inform Seller about, failed to
            provide Seller with accurate or complete information  regarding,  or
            provided Seller with misleading information concerning the Company's
            business and affairs, financial condition, prospects, plans, work in
            process,  opportunities  or any other matter or thing concerning the
            Company, including,  without limitation, those matters listed on the
            annexed Schedule 2(d).

                                       2
<PAGE>


      e.    The  Seller has such  knowledge  and  experience  in  financial  and
            business  matters  that he is capable of  evaluating  the merits and
            risks of the sale of the Shares.

      f.    [Intentionally Omitted]

      g.    Seller  acknowledges  that, as an executive  officer and director of
            the  Company,  he and the Company  are in  possession  of  material,
            non-public  information  (including,  without limitation,  all items
            listed  on  Schedule   2(d)   hereof),   which  the  Company   deems
            confidential and proprietary. From and after the date hereof, Seller
            shall keep absolutely confidential such information and acknowledges
            that the  confidentiality  of all  such  information  is  absolutely
            essential to the Company's operations. Seller shall not, at any time
            after  the date  hereof,  use or  disclose  to any  person  any such
            information,  without the Company's  prior written  consent,  except
            insofar as (i) such  disclosure  may be  specifically  authorized in
            writing from time to time by the Company,  (ii) such  information is
            necessarily  disclosed by its commercial use in the operation of the
            Company or pursuant to any right or license  granted by the Company,
            (iii)  the  Seller  can  demonstrate   that  such   information  was
            previously  made public or  disclosed  by the Company to him without
            restriction or without  restriction  to a third party,  or is in the
            public domain  otherwise  than as a  consequence  of a breach of his
            obligations  hereunder or (iv) such disclosure is required  pursuant
            to compulsory legal process, including subpoena, civil investigative
            demands, oral questions or interrogatories;  provided that the party
            subject to such compulsory  disclosure  promptly  provides notice of
            such legal  process to the other party so that such party may oppose
            such  disclosures or seek a protective  order or other  confidential
            treatment of such information.

      h.    The December 15, 2000 Amended and Restated  Stockholders  Agreements
            for each of GroupLotto,  Inc. and MultiBuyer,  Inc. are no longer in
            effect as of the date hereof.


II.   The Company hereby represents and warrants to the Seller, the following:

      a.    The Company has full  corporate  power and  authority to execute and
            deliver  this  Agreement  and to assume and perform its  obligations
            hereunder.  The  execution  and  delivery of this  Agreement  by the
            Company and the performance of its  obligations  hereunder have been
            duly authorized by all requisite board and other corporate action on
            the part of Buyer.

      b.    The Company expressly acknowledges and confirms that the indemnities
            available  to Seller as an  executive  officer  and  director of the
            Company  pursuant to Delaware law and the Company's  certificate  of
            incorporation and by laws shall continue to apply for acts performed
            by the Seller as an executive officer and director up to the date of
            his resignation,  notwithstanding anything to the contrary set forth
            herein.

      c.    The December 15, 2000 Amended and Restated  Stockholders  Agreements
            for GroupLotto, Inc. and MultiBuyer, Inc. are no longer in effect as
            of the date hereof.

      d.    Any press release to be filed by the Company in connection  with the
            transactions  contemplated  hereby  shall be in form  and  substance
            reasonably acceptable to the Seller.

      e.    The  Company  will  cancel  all of the Shares  upon its  acquisition
            thereof.

                                       3
<PAGE>


      f.    The Company has read  carefully and  understands  this Agreement and
            has  consulted its own  attorney,  accountant  and tax and financial
            advisor with respect to the transactions contemplated hereby.

      g.    The Seller has made available to the Company and its counsel, or its
            designated  representatives,  during the course of this  transaction
            and  prior to the  purchase  of any of the  securities  referred  to
            herein, the opportunity to ask questions of and receive answers from
            the Seller  concerning  the terms and  conditions of the purchase or
            otherwise relating to the transactions  contemplated  hereby, to the
            extent that the Seller  possesses such information or can acquire it
            without unreasonable effort or expense.

      i.    The Company has such  knowledge  and  experience  in  financial  and
            business  matters  that it is capable of  evaluating  the merits and
            risks of the purchase of the Shares.

      j.    The Company did not rely upon any  representations  or warranties of
            the Seller not otherwise  contained  herein in its  determination to
            consummate the transactions  contemplated hereby.  Pursuant thereto,
            the Company  hereby  waives any claim and  releases  Seller from any
            claim that it or any of its affiliates  have, may have or could have
            against Seller  regarding the amount or nature of the  consideration
            paid  and to be paid to the  Seller  for the  Shares  and any  other
            consideration  delivered or to be delivered by the Company to Seller
            in  connection   with  this  Agreement  or  any  other   agreements,
            including,  but not  limited to, any claim based upon or arising out
            of any allegation  regarding Seller's failure to provide the Company
            with  accurate or  complete  information  regarding,  or that Seller
            provided the Company with  misleading  information  concerning,  the
            Seller's  business  and  affairs,  financial  condition,  prospects,
            plans,  work in process,  opportunities or any other matter or thing
            concerning the Seller; provided,  however, that the foregoing waiver
            and  release  shall not apply with  respect to any claim that Seller
            has bound the  Company  to an  agreement  or  commitment  out of the
            ordinary  course of business  that is  materially  injurious  to the
            Company  and that was not  heretofore  disclosed  to the Company and
            which  injury  Seller  cannot  cure  within 15  business  days after
            delivery  of  notice  thereof.   The  Company  hereby   specifically
            acknowledges  that it has knowledge of those  matters  listed on the
            annexed Schedule 2(d).

3.    LOCK-UP AGREEMENT.

            The Seller agrees that,  for a period of 6 months from and after the
      date  hereof,  he will  not  sell,  assign,  transfer  (including  without
      limitation by gift) or otherwise dispose of any securities of the Company,
      or any interest  therein or right thereto;  provided,  however,  that, the
      foregoing  lock-up  shall  not  apply  to  Seller's   disposition  of  any
      securities  pursuant  to  a  Change  in  Control.  For  purposes  of  this
      Agreement, a "Change in Control" shall mean (i) any merger,  consolidation
      or other  combination of the Company with any other company,  other than a
      merger,  consolidation  or other  combination  which  would  result in the
      voting  securities of the Company  outstanding  immediately  prior thereto
      continuing  to  represent  (either by  remaining  outstanding  or by being
      converted into voting securities of the surviving entity) more than 50% of
      the  combined  voting  power of the voting  securities  of the  Company or
      combined  voting  power of the voting  securities  of the  Company or such
      surviving entity outstanding immediately after such merger,  consolidation
      or other  combination;  (ii) the sale or disposition by the Company of all
      or substantially  all of the Company's assets and properties to any person
      other than an affiliate;  or (iii) any compulsory share exchange  pursuant
      to which the Company's common

                                        4
<PAGE>


      stock converted into other securities, cash or property of another person.
      Subject to the  requirements of the securities laws, rules and regulations
      of the United  States or any state or  protectorate  thereof,  the Company
      hereby  warrants  and  represents  that at the  end of the 6 month  period
      provided for herein and upon the request of the Seller, it shall cause the
      Company's  transfer  agent to  remove  the  restrictive  1933  Act  legend
      imprinted on the  certificates for any shares of common stock then held by
      the Seller.

4.    [INTENTIONALLY OMITTED]


5.    RESIGNATION OF SELLER AND TERMINATION OF EMPLOYMENT AGREEMENT.

      a.    Simultaneously herewith, in partial consideration for the payment of
            the  Presently   Owned  Shares  Proceeds  and  the  Company's  other
            covenants  contained herein, any agreements to which the Seller is a
            party  that  governs  his   employment   with  the  Company  or  any
            subsidiaries or affiliates thereof,  including,  without limitation,
            the December 1, 1999 Employment Agreements by and between the Seller
            and each of the Company and GroupLotto,  Inc. and MultiBuyer,  Inc.,
            as amended, are terminated (specifically excluding those provisions,
            if any,  contained therein which are expressly stated to survive the
            termination of such agreements) and shall be of no further force and
            effect,  but Seller  shall  continue  to serve as  President  of the
            Company  and a member  of its  Board  of  Directors.  Seller  hereby
            acknowledges  that he has received all  compensation  to which he is
            entitled,  and the Company  (and its  subsidiaries  and  affiliates)
            performed all of the  obligations  required of it (and them),  under
            such  Employment  Agreements  through  the date  hereof,  and Seller
            hereby waives any claim and releases the Company (and its affiliates
            and  representatives)  and  its  (and  their)  officers,  directors,
            employees  and agents from any claim that he or any  Affiliate  has,
            may have or could have against the Company (and its subsidiaries and
            affiliates) or any of its (and their) officers, directors, employees
            or agents regarding such Employment  Agreements.  The Company hereby
            waives any claim and  releases  Seller from any claim that it or any
            of its  affiliates  have,  may have or  could  have  against  Seller
            regarding the Employment  Agreements;  provided,  however,  that the
            foregoing  waiver and release  given by the Company  shall not apply
            with  respect to any claim that  Seller has bound the  Company to an
            agreement or commitment outside the ordinary course of business that
            is materially  injurious to the Company and that was not  heretofore
            disclosed to the Company and which injury  Seller cannot cure within
            15 business days after delivery of notice thereof.

      b.    Upon the  consummation of the  transactions  contemplated by Section
            1(b) hereof,  Seller's resignation as President of the Company and a
            member of its Board of Directors shall be deemed  tendered,  and the
            Company shall then be deemed to have accepted such resignation.  The
            Company  and the Seller  hereby  acknowledge  that  (subject  to the
            consummation of such transactions) Seller's contemplated resignation
            is  mutually  agreed  upon  between  the  parties  hereto and is not
            related to the Seller's  disagreement  with the Company  relating to
            the Company's operations, policies or practices.

6.    RESTRICTIVE COVENANT.

      a.    In  consideration  of the payments  being made by the Company to the
            Seller for the  Shares,  for a period of one (1) year after the date
            hereof, the Seller shall not, directly or indirectly, or through any
            other person, firm, company, entity or enterprise, whether as

                                        5
<PAGE>


            an employee, consultant, independent contractor, owner, shareholder,
            officer,  director,  partner,  joint venturer,  member or otherwise,
            except as an employee of the Company:

            i.    directly  or  indirectly,  endeavor  to  entice  away from the
                  employ of the  Company or  otherwise  endeavor  to  negatively
                  influence the  relationship of the Company with any individual
                  that  is or  will  become  employed  by  the  Company,  or any
                  individual,  partnership,  firm, corporation or other business
                  organization  that  is,  as  of  the  date  hereof,  otherwise
                  performing services or selling products to the Company; or

            ii.   attempt in any manner to persuade, directly or indirectly, any
                  person or entity, including, but not limited to, the customers
                  of the Company existing as of the date hereof,  to cease doing
                  business or to reduce the amount of business  with the Company
                  which  any  customer  existing  as  of  the  date  hereof  has
                  customarily done or which any customer existing as of the date
                  hereof contemplates doing with the Company; or

            iii.  become a greater than 5% owner, employee,  consultant or other
                  advisor  to any of  the  individuals  or  entities  listed  on
                  Schedule 6(a)(iii) hereof; or

            iv.   create any voice mail or ISP  product or program  that will be
                  billed through any of Integretel, Inc., ILD Teleservices, Inc.
                  or Billing Concepts, Inc.

      b.    During the one (1) year period  referred to in  subparagraph  (a) of
            this Section 6, the Seller shall keep secret and retain in strictest
            confidence, all confidential matters relating to the Company and its
            affiliates,  including,  but not limited to, its  "know-how",  trade
            secrets,   customer  lists,  data,  pricing  policies,   operational
            methods,   marketing  plans  or  strategies,   product  and  service
            development  techniques  or  plans,  information  pertaining  to the
            customers  of the  Company or the  Seller,  and any such  customer's
            requirements,  business acquisition plans, new personnel acquisition
            plans, formulae, methods of operation,  technical processes, designs
            and design  projects  and other  business  affairs  relating  to the
            Company or its  affiliates  learned by such  person  heretofore  and
            hereafter,  and shall not disclose such matters to anyone outside of
            the  Company  and  its  affiliates,   except  insofar  as  (i)  such
            disclosure  may be  specifically  authorized in writing from time to
            time by the Company,  (ii) such information is necessarily disclosed
            by its commercial use in the operation of the Company or pursuant to
            any right or license  granted by the  Company,  (iii) the Seller can
            demonstrate  that such  information  was  previously  made public or
            disclosed  by the  Company  to him  without  restriction  or without
            restriction to a third party,  or is in the public domain  otherwise
            than as a consequence  of a breach of his  obligations  hereunder or
            (iv) such  disclosure  is  required  pursuant  to  compulsory  legal
            process,  including  subpoena,  civil  investigative  demands,  oral
            questions or  interrogatories;  provided  that the party  subject to
            such compulsory  disclosure  promptly  provides notice of such legal
            process  to the other  party so that  such  party  may  oppose  such
            disclosures  or  seek  a  protective  order  or  other  confidential
            treatment of such information.

      c.    The  Seller  acknowledges  that the type and  period of  restriction
            imposed in these  subparagraphs 6(a) and (b) are fair and reasonable
            and are  reasonably  required for the  protection of the Company and
            are  given as an  integral  part of the  Company's  purchase  of the
            Shares.  The Seller  acknowledges that a breach of the provisions of
            subparagraphs 6(a) or (b) would irreparably damage the Company,  and
            that once such a breach has


                                        6
<PAGE>


            occurred,  there may be no accurate way of determining the amount of
            damage or loss  suffered  by the  Company.  The  Seller,  therefore,
            agrees that the terms of subparagraphs  6(a) and (b) may be enforced
            through  preliminary or final  injunctive  relief or other equitable
            remedy.  Nothing in this  subparagraph  6(c) shall be  construed  to
            prohibit  the Company  from  seeking  any other  legal or  equitable
            remedy  available to it and arising from the breach by the Seller of
            the provisions of subparagraphs 6(a) or (b).

      d.    In the event that any provisions of subparagraphs (a) or (b) of this
            Section 6 shall be deemed  unenforceable,  invalid or  overbroad  in
            whole or in part for any reason,  then any tribunal,  forum or court
            of competent  jurisdiction  is hereby  requested  and  instructed to
            reform  such  provision  to  provide  for  the  maximum  competitive
            restraints  upon the  Seller's  activities  (in  time,  product  and
            geographic  area) which may then be legal and valid,  and consent to
            such reformation is hereby granted by the parties hereto.


7.    ESCROWEE.

      a.    If for any reason either party gives written  notice to the Escrowee
            demanding  disbursement  of any items  held in escrow in  accordance
            herewith,  Escrowee  shall give prompt  notice to the other party of
            such demand.  If Escrowee does not receive  notice of objection from
            such other party to the proposed disbursement within 5 business days
            after the giving of such notice,  Escrowee is hereby  authorized and
            directed to make such  disbursement.  If Escrowee  does receive such
            notice of  objection  within  such 5 day  period or if for any other
            reason  Escrowee  in  good  faith  shall  elect  not  to  make  such
            disbursement,  Escrowee  shall  continue  to hold such  items  until
            otherwise directed by notice from the parties to this Agreement or a
            final, non-appealable judgment, order or decree of a court. However,
            Escrowee  shall have the right at any time to deposit  the  escrowed
            items  with the clerk of a court in the  county in which  such items
            are  located  and shall give  notice of such  deposit to the parties
            hereto.  Upon such deposit or other  disbursement in accordance with
            the  terms  of  this  paragraph,  Escrowee  shall  be  relieved  and
            discharged   of  all  further   obligations   and   responsibilities
            hereunder.

      b.    The  parties  acknowledge  that  Escrowee  is  acting  solely  as  a
            stakeholder  at their  request  and for their  convenience  and that
            Escrowee shall not be liable to either party for any act or omission
            on its part  unless  taken or  suffered  in bad faith or in  willful
            disregard of this  Agreement or involving  gross  negligence  on the
            part of Escrowee.  The parties  hereto  jointly and severally  (with
            right of  contribution)  agree to defend (by  attorneys  selected by
            Escrowee), indemnify and hold Escrowee harmless from and against all
            costs,  claims and expenses (including  reasonable  attorney's fees)
            incurred in connection  with the  performance  of Escrowee's  duties
            hereunder,  except  with  respect to actions or  omissions  taken or
            suffered by Escrowee  in bad faith or in willful  disregard  of this
            Agreement or involving gross negligence on the part of Escrowee.

                                        7
<PAGE>


      c.    Escrowee  may act or  refrain  from  acting in respect of any matter
            referred  to herein  in full  reliance  upon and with the  advice of
            counsel  which may be  selected by it  (including  any member of its
            firm) and shall be fully  protected in so acting or refraining  from
            action upon the advice of such counsel.

      d.    Escrowee  or any  member of its firm  shall be  permitted  to act as
            counsel for the Company in any dispute as to the disbursement of the
            escrowed items or any other dispute  between the parties  whether or
            not Escrowee is in possession of the escrowed items and continues to
            act as Escrowee.

      e.    Escrowee  shall have the right to resign as such at any time and for
            any reason or no reason at all.

8.    GENERAL.

      a.    This Agreement  shall be binding upon the Seller and the Company and
            their respective representatives, successors, and permitted assigns.

      b.    This Agreement shall be governed by and construed in accordance with
            the law of New York, including its choice of law rules. Any judicial
            proceeding  brought  against any of the parties to this Agreement on
            any dispute  arising  out of this  Agreement  or any matter  related
            hereto  shall be  brought  in the courts of the State of New York in
            New York  County  or in the  United  States  District  Court for the
            Southern  District of New York,  and, by  execution  and delivery of
            this  Agreement,  each of the parties to this Agreement  accepts for
            itself  the  jurisdiction  of  the  aforesaid  courts,   irrevocably
            consents  to the  service  of any and all  process  in any action or
            proceeding by the mailing of copies of such process to such party at
            its address  provided for the giving of notices  under  Section 6(e)
            below, and irrevocably  agrees to be bound by any judgment  rendered
            thereby  in  connection  with  this  Agreement.  Each  party  hereto
            irrevocably  waives  to the  fullest  extent  permitted  by law  any
            objection  that it may now or  hereafter  have to the  laying of the
            venue of any  judicial  proceeding  brought  in such  courts and any
            claim  that any such  judicial  proceeding  has been  brought  in an
            inconvenient forum.

      c.    All  covenants,  agreements,  representations  and  warranties  made
            herein or  otherwise  made in writing by any party  pursuant  hereto
            shall survive the  execution and delivery of this  Agreement and the
            consummation of the transactions contemplated hereby.

      d.    This Agreement may be executed in one or more counterparts,  each of
            which shall be deemed an original,  but all of which  together shall
            constitute one and the same instrument.

      e.    Any  Notice  or demand  required  or  permitted  to be given or made
            hereunder  to or upon any party  hereto shall be deemed to have been
            duly given or made for all  purposes  if (a) in writing  and sent by
            (i) messenger or an overnight  courier service against  receipt,  or
            (ii)  certified or registered  mail,  postage paid,  return  receipt
            requested,  or (b) sent by  telegram,  telecopy,  telex  or  similar
            electronic  means,  provided  that a written copy thereof is sent on
            the same day by postage-paid first-class mail, if to the Company, at
            One Blue Hill  Plaza,  Pearl  River,  NY  10956,  Attn:  Jeffrey  L.
            Schwartz, and if to the Seller, at 80


                                        8
<PAGE>


            O'Shaughnessy  Lane,  Closter,  New Jersey  07624,  or at such other
            address as each such party  furnishes by notice given in  accordance
            with this Section 6(e).

      f.    No amendment of this Agreement  shall be valid or effective,  unless
            in writing and signed by or on behalf of the parties hereto.

      g.    No  course of  dealing  or  omission  or delay on the part of either
            party hereto in asserting or exercising  any right  hereunder  shall
            constitute  or operate as a waiver of any such  right.  No waiver of
            any  provision  hereof  shall be  effective,  unless in writing  and
            signed  by or on behalf of the  party to be  charged  therewith.  No
            waiver shall be deemed a  continuing  waiver or waiver in respect of
            any other or  subsequent  breach or  default,  unless  expressly  so
            stated in writing.

      h.    The  provisions  hereof  are  severable  and in the  event  that any
            provision of this  Agreement  shall be  determined  to be invalid or
            unenforceable  in any respect by a court of competent  jurisdiction,
            the remaining  provisions  hereof shall not be affected,  but shall,
            subject to the  discretion  of such court,  remain in full force and
            effect, and any invalid or unenforceable  provision shall be deemed,
            without  further action on the part of the parties  hereto,  amended
            and  limited  to the extent  necessary  to render the same valid and
            enforceable.

      i.    Each party hereto shall promptly  execute,  deliver,  file or record
            such agreements,  instruments,  certificates and other documents and
            perform  such other and further  acts as the other party  hereto may
            reasonably  request or as may  otherwise  be  necessary or proper to
            consummate and perfect the transactions contemplated hereby.

      j.    This Agreement,  and each right,  interest and obligation hereunder,
            may not be assigned by the Seller without the prior written  consent
            of the Company,  and any purported  assignment  without such consent
            shall be void and without effect.

      k.    Each party hereto  acknowledges that it has  participated,  with the
            advice of counsel,  in the preparation of this  Agreement.  No party
            hereto  is  entitled  to  any   presumption   with  respect  to  the
            interpretation  of any  provision  hereof or the  resolution  of any
            alleged  ambiguity  herein  based on any claim that the other  party
            hereto drafted or controlled the drafting of this Agreement.

      l.    This Agreement  embodies the entire  agreement of the parties hereto
            with respect to the subject  matter hereof and  supersedes any prior
            agreement, commitment or arrangement relating thereto.

      m.    Upon a default by a party  hereto of any of the  provisions  hereof,
            the other party shall notify the defaulting party in writing of such
            default,  whereupon the defaulting  party shall have 5 business days
            to cure the  default  contained  in said  notice.  In the  event the
            default  is  not  cured  within  such 5  business  day  period,  the
            notifying party may seek to enforce any rights it may have hereunder
            at law or in  equity.  Notwithstanding  anything  contained  in this
            Section 8(m) to the contrary,  in the event the default  stated in a
            notifying  party's  notice would be  reasonably  likely to result in
            immediate  material  damage to the notifying  party,  the defaulting
            party shall not have the 5 business  day right to cure  provided for
            herein.

    REMAINDER OF PAGE INTENTIONALLY LEFT BLANK WITH SIGNATURE PAGE TO FOLLOW

                                        9
<PAGE>


            IN WITNESS WHEREOF,  the undersigned have executed this Agreement as
of the 20th day of November, 2002.


                             TRAFFIX, INC.


                             By:    /s/ Joshua Gillon, Esq.
                                 ----------------------------------
                             Name:  Joshua Gillon, Esq.
                             Title: Executive Vice President

                             /s/ Eric Aroesty
                             --------------------------------------
                             ERIC AROESTY





                                       10
<PAGE>


                                SCHEDULE 1(A)(II)

                                     OPTIONS


1.    September 14, 1998 Option to purchase 358,498 shares of Common Stock at an
      exercise price of $1.75 per share, expiring September 14, 2003.

2.    September  14, 1998 Option to purchase  7,291 shares of Common Stock at an
      exercise price of $1.75 per share, expiring December 26, 2002.


                                       11
<PAGE>


                                  SCHEDULE 2(D)


      {Confidential portion omitted and filed separately with the Commission}





                                       12
<PAGE>


                               Schedule 6(a)(iii)

      {Confidential portion omitted and filed separately with the Commission}






                                       13