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                                                                    EXHIBIT 10.1

                              REDEMPTION AGREEMENT


                                        AGREEMENT made as of July 13, 2001 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 JAY GREENWALD, an individual having an address at 16
        Fairway Ct., Cresskill, NJ 07676 (the "SELLER").

                              W I T N E S S E T H :

                                        WHEREAS, Seller is a principal
        shareholder of, member of the Board of Directors of and consultant to
        the Company; and

                                        WHEREAS, Seller is desirous of selling
        and the Company is desirous of purchasing a significant portion of the
        shares of common stock, par value $.001 per share, of the Company owned
        by the Seller; and

                                        WHEREAS, the Seller is desirous of
        resigning and the Company is desirous of accepting the resignation of,
        the Seller as a member of the Company's Board of Directors and as a
        consultant to the Company.

                                        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. The Company agrees to purchase from
        the Seller, on the terms and conditions set forth in this Redemption
        Agreement (the "AGREEMENT"), Two Million (2,000,000) shares (the
        "SHARES") of the Company's common stock, par value $.001 per share (the
        "COMMON STOCK"), held of record by the Seller.

                                                On the Closing Date (defined
        below), the Seller shall deliver certificates representing all of the
        Shares to the Company, 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
        Six Million ($6,000,000) Dollars, by certified, attorney trust account
        or bank check or by wire transfer to an account designated by the
        Seller. The closing of the sale and purchase of the Shares shall take
        place on July 16, 2001 (the "CLOSING DATE") assuming satisfaction of the
        conditions set forth in Section 4 below, at such time and place as shall
        be mutually agreed.


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 Shares, free and clear of
        all liens, pledges, liabilities, claims and encumbrances).



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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 acknowledges that he is aware that the Company is seeking to
        further develop its current lines of business, including, without
        limitation, the marketing and sale on the internet of telecommunications
        and other products and services, and to expand into new lines of
        business. Seller further acknowledges that until January 1, 2001 he was
        an executive officer and a member of the Board of Directors of the
        Company and, as such, was privy to all information relating to the
        financial affairs, prospects and day-to-day operations of the Company.
        In addition, until his execution of this Agreement he was a member of
        the Company's Board of Directors and a consultant to the Company, and in
        such capacity was privy to that information disseminated to him as a
        board member. Seller represents and warrants that 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, except as set forth in (II) below.
        Pursuant thereto, Seller hereby waives any claim and releases the
        Company and its 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 or any of its officers, directors, employees or
        agents regarding the amount or nature of the consideration paid by the
        Company for the Shares and any other consideration 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.

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.

II.     The Company hereby represents and warrants to the Seller that no
        information has been disseminated to the Board of Directors that has not
        also been disseminated to Seller, other than information disseminated on
        a conference call on July 9, 2001 held to discuss this transaction with
        Seller, which information related solely to this transaction, and
        documentation relating thereto.

3.      LOCK-UP AGREEMENT.

        The Seller agrees that, for a period of 12 months from and after the
        Closing Date, he will not sell, assign, transfer or otherwise dispose of
        any securities of the Company owned by him;



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        provided, however, that nothing contained herein shall prevent the
        Seller from donating any of such securities to a bona fide charitable
        organization classified as such pursuant to the provisions of the
        Internal Revenue Code, as the same may be amended or supplemented. This
        restriction terminates automatically, however, in the event during this
        12 month period (a) a person or persons acting as a group, other than
        those listed in the Beneficial Ownership Table set forth in the
        Company's Proxy Statement dated as of July 13, 2001 (a copy of such
        table has been provided to Seller), becomes the benefical owner of 40%
        or more of the Company's voting stock or (b) the Company sells all or
        substantially all of its assets in a single or series of transactions

4.      CONDITIONS TO CLOSING.

a.      It shall be a condition to the Company's obligation to close the
        purchase of the Shares from the Seller that each of the following
        conditions shall have first been satisfied, any one or more of which may
        be waived by the Company in its discretion:

i.      no action or proceedings shall have been instituted or, to the
        knowledge, information and belief of the Company, shall have been
        threatened before a court or other government body or by any public
        authority to restrain or prohibit any of the transactions contemplated
        by this Agreement;

ii.     the representations made by the Seller in this Agreement shall be true
        and correct in all material respects as of the date hereof and the
        Closing Date.

b.      It shall be a condition to the Seller's obligation to close the sale of
        the Shares to the Company that each of the following conditions shall
        have first been satisfied, any one or more of which may be waived by the
        Seller in his discretion:

i.      no action or proceedings shall have been instituted or, to the
        knowledge, information and belief of Seller, shall have been threatened
        before a court or other government body or by any public authority to
        restrain or prohibit any of the transactions contemplated by this
        Agreement.

ii.     the representations made by the Company in this Agreement shall be true
        and correct in all material respects as of the date hereof and the
        Closing Date.

5.      RESIGNATION OF SELLER.

        Seller hereby tenders his resignation as a member of the Company's Board
        of Directors and as a consultant to the Company, and the Company hereby
        accepts such resignation. Pursuant to a verbal agreement by and between
        the Seller and the Company, pursuant to which, inter alia, the Seller
        was appointed a consultant to the Company, hereby terminates and shall
        be of no further force and effect; however, this termination shall not
        affect any commission arrangements from the Company to Seller for
        business brought to the Company by Seller since December 23, 2000. The
        Company and the Seller hereby acknowledge that Seller's resignation
        hereby 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.



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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 Closing Date, the
        Seller shall not, directly or indirectly, or through any other person,
        firm, company, entity or enterprise, whether as 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 negatively influence the relationship of the
        Company with any individual, partnership, firm, corporation or other
        business organization that is, employed by the Company, or is otherwise
        performing services or is selling products to the Company; or

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

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

b.      During the one (1) year period referred to in subparagraph (a) of this
        Paragraph 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 as
        such may be compelled by legal process (after having given due notice to
        the Company).

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 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
        Paragraph 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.



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7.      NO ASSIGNMENT.

        This Agreement is not transferable or assignable by the Seller and the
        Company may not assign its obligations under 1(b) hereof.

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 8(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 Schwartz (fax: 845-620-1885), and if to the Seller, at 16
        Fairway Ct., Cresskill, NJ 07676 (fax: 201-541-7743), or at such other
        address as each such party furnishes by notice given in accordance with
        this Section 8(e).

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
        the 13th day of July, 2001.


                                            TRAFFIX, INC.


                                            By:    /s/ Jeffrey L. Schwartz
                                                   -----------------------------
                                            Name:
                                            Title:

                                                   /s/ Jay Greenwald
                                            ------------------------------------
                                                   JAY GREENWALD



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                               Schedule 6(a)(iii)



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