EXHIBIT 10.1

                                    AGREEMENT

         This Agreement, dated as of September 29, 1999, between NetCreations.
Inc, 379 West Broadway, Suite 202, New York, New York (together with its
successors, assigns and affiliates, "NTCR") and Itract, LLC, 18 West 18th
Street, New York, New York (together with its successors, assigns and affiliates
"ITL").

WHEREAS, NTCR is in the business of providing specialized op-in-bulk e-mail
listings ("Listings"), and ITL is in the business of, among other matters,
buying and reselling Listings to end-users ("ITL Customers"); and

WHEREAS, NTCR and ITL desire to provide for the purchase and resale by ITL of
the Listings on the terms and conditions hereinafter set forth.

Now, Therefore, in condition of the premises and the covenants and agreements
herein contained, the parties hereto hereby agree as follows:

1.       Resale. NTCR hereby grants ITL the non-exclusive right to purchase and
         resell all of its Listings to ITL Customers. At ITL's direction, NTCR
         shall supply the Listings to ITL Customers directly. NTCR shall supply
         ITL with daily updates of all Listings. NTCR shall also provide daily
         confirmation to ITL as to delivery of Listings ordered by ITL or ITL
         Customers.

2.       Term. This Agreement shall commence on the date hereof, and shall
         continue for three (3) years, until the third anniversary hereof.

3.       Commission Schedule. In consideration for each Listing purchased and
         resold by ITL to an ITL Customer, ITL agrees to pay NTCR a royalty
         ("Royalties") at the rates set forth on Schedule A. All payments due by
         ITL hereunder shall be due within thirty (30) days after delivery of an
         invoice therefor.

4.       Covenants. Each party covenants to utilize their respective best
         efforts to timely perform their obligations under this agreement and to
         comply with all applicable laws and regulations relating to their
         obligations hereunder. NTCR will take all actions necessary to ensure
         that: (a) the Listings are accurate and correct; (b) the Listings are
         supplied to ITL Customers within 24 hours after order; and (c) it
         possesses the personnel and equipment which are necessary to provide
         and maintain the Listings and services to be provided to ITL and ITL
         Customers hereunder. NTCR also acknowledges and agrees that ITL has a
         unique business relationship with each ITL customer and accordingly
         NTCR agrees not to initiate contact with, interfere with, disrupt or
         harm the relationship between ITL and ITL Customers. NTCR and ITL will
         keep confidential all proprietary or non-public information it learns
         about the business or activities of the other party, unless required by
         law to be disclosed.

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5.       Representations and Warranties. Each party hereto represents and
         warrants that it has the authority to enter into this Agreement and to
         carry out the terms and conditions hereof, and that this agreement is
         not in violation of any other agreement to which it is a party.

6.       Further Assurances. Each party shall take all actions reasonably
         requested by the other party in order to effectuate the purposes and
         intent of this agreement.

7.       Indemnification. Each party hereby agrees to indemnify and hold
         harmless the other party from and against any and all damages or
         deficiencies resulting from (a) any misrepresentation, or
         non-fulfillment of any covenant or agreement on its part to be
         performed contained this Agreement and (b) any and all actions, suits,
         proceedings, demands, assessments, judgments, costs or expenses
         incident to proceedings or investigations or to the defense of any
         claims related to any of the foregoing.

8.       Miscellaneous.

         (a)      This agreement represents the entire and final agreement with
                  respect to matters contemplated herein and supersedes any
                  prior oral or written representations, warranties, covenants,
                  agreements or undertakings by either party of any nature
                  whatsoever with respect to the subject matter hereof. This
                  Agreement shall not be amended to any extent except by a
                  writing executed by the parties.

         (b)      A waiver of any breach of any provision of this Agreement must
                  be in writing and shall not constitute or operate as a waiver
                  of any other breach of such provision or of any other
                  provisions, nor shall any failure to enforce any provision
                  hereof operate as a waiver of such provisions or of any other
                  provision hereunder.

         (c)      If any provision of this Agreement shall be held invalid or
                  unenforceable, such invalidity or unenforceability shall
                  attach only to such provision and shall not in any manner
                  affect or render invalid or unenforceable any other severable
                  provision of this Agreement, and this Agreement shall be
                  carried out as if any such invalid or unenforceable provision
                  were not contained herein.

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.

Itract, LLC                             NetCreations, Inc.


By: /s/ Kevin Kerzner                   By: /s/ Daniel C. Sweeney
   ---------------------                   -----------------------------------
Kevin Kerzner,                          Daniel C. Sweeney,
Executive Vice President                Vice President of Business Development

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                                   Schedule A

Agreement          No. of e-mails                    Royalty per e-mail
Year               supplied to ITL Customers         supplied to ITL Customers

Year 1:            Forecast 6 million e-mails

                   o       1-3 million               80%

                   o       Over 3 million            75%

Year 2 and 3:      Combined Forecast 30.5 million
                   e-mails

                   o       1-5 million               80%

                   o       Over 5 million            75%