Exhibit  10.1


                               MARKETING AGREEMENT

     MARKETING AGREEMENT, dated as of, August 31 , 2004, by and between Traffix,
Inc.,  a  Delaware  corporation  with  an  address at One Blue Hill Plaza, Pearl
River, NY 10965 ("TRAFFIX") and NeWave, Inc., a Utah corporation with offices at
404  East  First  Street,  Suite  1345,  Long  Beach,  CA  90802 ("LIST OWNER").

                                    RECITALS
                                    --------

     LIST  OWNER desires to retain TRAFFIX as its telemarketing agent to develop
and  execute  outbound  telemarketing programs to offer LIST OWNER customers who
purchased  products  from  LIST  OWNER  and  its affiliates and paid for them by
credit  cards  ("Customer  Lists"  or  "Customers"  as  the context may require)
certain services ("Services") sold, operated and furnished by TRAFFIX or TRAFFIX
clients.  TRAFFIX  desires to execute these programs and pay LIST OWNER based on
use  of  the  Customer  Lists.

NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein, the
receipt  and  sufficiency  of which is hereby acknowledged, the parties agree as
follows:

1.     TRAFFIX  will arrange for and pay the cost of telemarketing and will have
the  obligation  to fulfill or provide the Services at its expense.  TRAFFIX may
retain  and  use  third party telemarketers so long as such firms are subject to
written  contracts  pursuant  to  which  (a)  TRAFFIX  provides  confidential
information  and  (b)  LIST  OWNER'S  Customer Information (as defined below) is
protected.

2.     LIST OWNER will provide TRAFFIX access to its current Customers, together
with  the  data  record  for  each customer on the lists which shall contain the
name,  address,  telephone  number,  product  purchased,  purchase date, type of
credit  card  used  and  the  last four digits of such credit card (collectively
"Customer Information").  Access to the Customer Information will be governed by
an  agreement  between  LIST  OWNER  and  its  third  party data hosting service
provider.  To the extent TRAFFIX accesses the data for the purposes contemplated
herein, TRAFFIX agrees to pay the expenses of such data hosting service provider
to  the extent such usage relates to the Customer Information.  TRAFFIX will use
its  business  judgment  to determine which customers to call, based on response
rate  and  other factors.  Telephone scripts for the Services will be subject to
LIST  OWNER's  review  and  approval  prior  to  its  use.

3.     TRAFFIX  will contact the Customers by outbound telemarketing and attempt
to  obtain their consent and the data necessary to take orders for the Services.
With  respect  to each Sale (as defined in section 5) to a Customer: (a) TRAFFIX
will obtain the (i) specific consent of the Customer to use the same credit card
that the Customer used with LIST OWNER and (ii) acknowledgment from the Customer
that  the  charge for the Service will appear under the TRAFFIX merchant account
name  or  the merchant account of TRAFFIX's client; (b) TRAFFIX will notify LIST
OWNER in writing that such Customer has agreed to (i) purchase the Service, (ii)
use  the same credit card he used to purchase product from LIST OWNER, and (iii)
bill that credit card under an identified TRAFFIX controlled merchant account or
merchant  account  of  TRAFFIX's client; and (c) TRAFFIX will provide LIST OWNER
(or its data hosting service provider) with the identification of such Customer;
and  (d)  LIST  OWNER  (or  its data hosting service provider) will then provide
TRAFFIX  with  the  full  credit  card information for TRAFFIX's or its client's
billing  purposes  as  appropriate.

4.     The  term  of  this  Agreement  shall  be  for three months from the date
hereof.  Upon any termination, all information provided by LIST OWNER to TRAFFIX
will  be  returned  immediately.

5.     TRAFFIX will pay LIST OWNER a fee set forth in Exhibit A for each of LIST
OWNER's Customer for which LIST OWNER furnished TRAFFIX Customer Information who
(a)  are contacted by TRAFFIX via telemarketing for the purpose of attempting to
sell  Services,  (b)  accepts the offer and (c) consents to allow the same valid
credit  card  the  Customer  used with LIST OWNER to be billed for the Services.
Such  payments  will be made by TRAFFIX to LIST OWNER no later than fifteen (15)
days  after  the  month that such Sales were made.  The data delivered hereunder
may not be used for any other purposes whatsoever unless approved by LIST OWNER.
LIST  OWNER  acknowledges  that TRAFFIX will scrub the Customer Lists as part of
the  telemarketing  process.

6.     The  parties'  relationship  to  each other under this Agreement shall be
that  of  independent  contractors,  with the exception of the fact that TRAFFIX
will be acting as LIST OWNER's agent with respect to its receipt and use of LIST
OWNER's  Customer  Information.

7.     LIST  OWNER  represents  and  warrants  to  TRAFFIX that provision of and
access  to  the  Customer  Information  to TRAFFIX and the use by TRAFFIX of the
Customer  Information  as set forth herein will not violate any federal or state
law  or  regulation.

8.     TRAFFIX  represents  and  warrants  to  LIST OWNER that the telemarketing
services  it  will perform or have others perform will be in compliance with all
applicable  federal,  state  and  local  laws and regulations, including without
limitation,  the  Telemarketing Sales Rule.  In addition, TRAFFIX will indemnify
and hold harmless LIST OWNER for any liabilities that may arise as a result of a
breach of a representation or warranty contained herein, and for any liabilities
incurred  by LIST OWNER arising from the Services marketed by any of the Service
providers.

9.     TRAFFIX  acknowledges  that all Customer Information is the sole property
of  LIST  OWNER.  TRAFFIX  employees  shall  be  instructed to keep any Customer
Information  confidential  and  to use it only for the purposes provided in this
Agreement.  Nevertheless,  LIST  OWNER acknowledges that any LIST OWNER Customer
who purchases Services will become a TRAFFIX customer or a customer of TRAFFIX's
client  as  well,  and  they will have the right to use the information and data
with respect to such Customers for any legal purpose.  TRAFFIX shall not use the
Customer  Information  or  sell,  rent  or provide it to any party except to the
extent  permitted  by  law  and  in  the  manner  set  forth  herein.

10.     Any  notice to a party under this Agreement must be in writing and shall
be  effective  upon  receipt  at  the  respective  addresses  set  forth in this
Agreement.

11.     No  party  may  assign  this  Agreement  without the other party's prior
written  consent.
Notwithstanding the foregoing, without securing such prior consent, either party
shall  have the right to assign this Agreement to an affiliate by way of merger,
consolidation,  reorganization or the acquisition of all or substantially all of
the  business  and  assets  of  the  assigning party relating to this Agreement,
unless  such  affiliate  is  a  competitor of the other party to this Agreement.

12.     This  Agreement contains the entire understanding of the parties dealing
with  its  subject  matter.  This Agreement supersedes any prior written or oral
agreements,  promises  or  conditions.
This  Agreement  shall  not  be  changed,  modified,  waived, altered or amended
without  the  written  signed  mutual  consent  of  both  parties.

13.     The parties agree that it may have access to and receive disclosure from
the  other party certain financial records, technological developments, business
methods  including the structure of its business relationships and its marketing
strategies,  vendors,  employee  lists  and  other information which the parties
hereby  agree are confidential and proprietary ("Confidential Information"). The
receiving party will use the Confidential Information solely for the purposes of
and  as  necessary  to fulfill its obligations under this Agreement and will not
reveal  it  to  any  third  party, other than a corporate affiliate, without the
express  written  consent  of  the  disclosing  party, and will take appropriate
measures  to  prevent their corporate affiliates and their agents, employees and
suppliers from using or disclosing any Confidential Information, except as it is
expressly  permitted  under  this  Agreement.   Notwithstanding  the  foregoing,
Confidential  Information  does  not include information (a) previously known by
the  recipient,  (b)  generally  available  in  the  public  domain, (c) legally
obtained  from  a  third party which had the right to convey the information, or
(d)  that  is  independently  developed  by  recipient without connection to the
disclosed  information.

14.     During  the  Term  and for a period of six months thereafter, LIST OWNER
may  not enter into an agreement with any TRAFFIX client identified in Exhibit A
for  purposes  of  selling  TRAFFIX's  client's products in a similar fashion as
contemplated  herein.

15.     During the term of this Agreement, TRAFFIX agrees not to sell, market or
promote products substantially similar to those sold by LIST OWNER to CUSTOMERS,
without  LIST  OWNER's  express  authorization.

16.     Each  party acknowledges that monetary damages alone may be insufficient
to  protect and compensate the other party for the breach of any of the terms of
the  above  four  paragraphs,  and  that  the  parties therefore are entitled to
equitable  relief,  including,  but not limited to, injunctive relief, without a
requirement  that an undertaking be posted, in addition to any other remedies to
which  they  may  be  entitled,  to  enforce  this  Section's  provisions

17.     This Agreement shall be governed by and construed in accordance with the
laws of the State of California, without regard to its choice of law principles.
Each  party  hereto agrees to accept the exclusive jurisdiction of the courts of
the  State  of California, and those of the United States of America situated in
the  State  of California, located in California County, for the adjudication of
any  dispute  arising  out  of  this  Agreement.  Each  party  hereto  hereby
irrevocably, (1) agrees that any suit, action, or other legal proceeding arising
out  of  this  Agreement  may be brought only in any California or United States
federal  court  located in the State and City of California; (2) consents to the
jurisdiction  of  each such court in any such suit, action, or legal proceeding;
(3) waives any objection on which it may have to the laying of venue of any such
suit,  action,  or  legal  proceeding in any of such courts; and (4) agrees that
California is the most convenient forum for litigation of any such suit, action,
or  legal  proceeding.  This  Agreement may be signed and delivered by facsimile
transmission  and  in  counterparts.

     IN  WITNESS WHEREOF, this Agreement shall be deemed executed as of the date
first  written  above.

TRAFFIX,  INC.                         NEWAVE,  INC.

By:  /s/  Chris  McVeigh                    By:  /s/  Michael  Hill
Name:     Chris  McVeigh                    Name:     Michael  Hill
Title:  Senior  VP                          Title:  CEO
Date:  9/15/04                              Date:  9/15/04


                         LIST OWNER AGREEMENT EXHIBIT A

This  LIST OWNER AGREEMENT ("Agreement") is made as of this day of August, 2004,
by  and between NeWave, Inc., a Utah corporation, with a principal office at 404
East  First  Street,  Suite  1345,  Long Beach, CA 90802 ("CLIENT") and TRAFFIX,
INC.,  a  Delaware  corporation, with a principal office at One Blue Hill Plaza,
Pearl  River,  New  York  10965  (hereinafter  "TRAFFIX").

WHEREAS,  CLIENT  procures,  compiles,  owns  and  maintains  a  proprietary
computerized  database  composed  of  names, postal addresses, phone numbers and
email  addresses  of  persons  who  have given permission to receive third party
commercial  advertising  messages  (the  "List");  and

WHEREAS,  Traffix  is engaged in the business of marketing a variety of products
and  services  using  the  Internet  and  other  marketing  channels;  and

WHEREAS,  CLIENT  and Traffix (collectively "the Parties") wish to engage in the
marketing  program  described  in  this  Agreement  whereby  CLIENT will furnish
Traffix  with  the  List for use in Traffix's marketing business, upon the terms
and  conditions  set  forth  below;

NOW,  THEREFORE, in consideration of the premises set forth above and the mutual
promises, agreements and conditions stated herein, the parties agree as follows:

1.     MARKETING  PROGRAM.
       -------------------
CLIENT  will  provide Traffix with the List for use in Traffix's email marketing
program.  During  the  Term  of  this  Agreement,  Traffix  will  transmit email
advertising  messages  to  individuals  contained  within  the List on behalf of
CLIENT,  featuring  offers  from  Traffix  and  its  corporate  customers  (the
"Customers"),  in  accordance  with  the terms and conditions of this Agreement.
During  the term of the Agreement, Traffix agrees not to sell, market or promote
products  substantially  similar  to  those  sold by CLIENT to the List. Traffix
reserves  the  right  to  cease marketing to the list at any time based upon its
review  of  CLIENT's  privacy  policies  and  practices,  and related regulatory
matters.  The  Parties  will  provide  unsubscribe,  remove  requests and/or any
requests  from  consumers  to  have  their  personally  identifiable information
removed  from  the  List  entirely  to  one  another  not  less than weekly.  In
addition,  CLIENT  grants  Traffix  the  right  to  rent the List or any portion
thereof  subject  to  CLIENT'S  preapproval  right  as  set  forth  in  6 below.

2.     THIRD  PARTY  AGENT.
       --------------------
The  parties  agree  that  in addition to its own systems, Traffix may use third
party  agents  (the  "Third  Party  Agents")  to  assist in transmitting Traffix
promotions via email.  As a condition to an entity becoming a Third Party Agent,
such entity will be under contract with Traffix and will treat the List with the
same  degree  of  care as Traffix's proprietary database.  To the extent Traffix
uses  Third  Party  Agents  to  make  any  promotion, Traffix will be solely and
exclusively responsible for ensuring that such promotions are made in accordance
with  the  terms  and  conditions of this Agreement.  The List may be physically
housed at Traffix or at the permanent business address of the Third Party Agent,
and  at no other location.  Upon termination of this Agreement, both Traffix and
the  Third Party Agents will certify the return or destruction of all copies and
all  versions  of  the  List  in  accordance  with  11.2  herein.

3.     ADVERTISING  CREATIVE.
       ----------------------
Traffix  or  its Customer will furnish the complete advertising creative for all
email advertising campaigns hereunder. Traffix will provide CLIENT a copy of all
marketing  messages to be sent to the List, along with the business terms of the
promotion,  for  approval  prior  to mailing.  CLIENT will have two (2) business
days  to  reject  or modify such messages.  If CLIENT does not object within two
(2) business days, then CLIENT's approval will have been deemed granted. Traffix
will  include  functionality  that  will  allow  the message recipient by direct
communication  to  unsubscribe  from receiving that offer from Traffix from that
date  forward.  The  Customer  and/or Traffix will be solely responsible for the
content  of  all  such  advertising and Traffix will indemnify and hold harmless
CLIENT  from  and  against  any  and  all  damages,  judgments, fines, costs and
expenses,  including  reasonable  attorney's  fees,  arising  from  any  such
advertising.  Advertising messages may identify CLIENT as the sender, and CLIENT
grants  Traffix  a  non-exclusive  license  during  the  Term  to use the CLIENT
trademark  and  trade  name  solely  for  use  in connection with the promotions
permitted  hereunder.

4.     TRACKING.
       ---------
Traffix  will  track the number of responses and new acquisitions as a result of
the  email  advertising campaigns delivered through Traffix.  This tracking will
record the number of new acquisitions and will be used to calculate the share of
net  revenue  owed  to  CLIENT.  Tracking will be reported to CLIENT on a weekly
basis.

5.     DESCRIPTION  OF  THE  LIST.
       ---------------------------
The records in the List will contain at a minimum the following data fields: (a)
email  address;  (b)  postal address with phone number and (c) the date, website
and  offer/permission  that  the  consumer opted into CLIENT'S database.  CLIENT
will  provide  a  weekly  update  to  the  Lists  for  marketing  by  Traffix.

6.     REVENUES.
       ---------
Traffix  will  pay  CLIENT  fifty  percent  (50%) of Net Revenues collected from
Traffix's use of the Lists, based on a set fee per "action" or cost per thousand
(cpm)  per  the  terms  of the specific program, as documented through Traffix's
tracking  system.  An "action" is defined as a new acquisition, registration, or
download.  The fee per program will be specifically disclosed via a "Term Sheet"
for each specific promotional campaign.  Net Revenue, unless otherwise set forth
in  a  Term  Sheet  specific  to that campaign, will be defined as gross revenue
collected  by Traffix within 45 days after each mailing less direct expenses for
marketing  premiums,  agency fees payable to third parties, email delivery costs
(which  delivery  costs  may  not exceed $.30 cpm) and 4% for sales commissions.

7.     REVENUE  OFFSET.
       ----------------
In  the event CLIENT owes Traffix monies pursuant to any other agreement between
the  Parties  or  their affiliates, Traffix may offset any amounts due to CLIENT
under  this  Agreement  against  any  amounts  outstanding  under  such  other
agreements,  and  provide  CLIENT  notification  of  such  offset.

8.     REPORTING.
       ----------
Traffix  will  provide  CLIENT  with  reporting  by  the  15th day of each month
hereunder  for  gross and net revenues derived from the List during the previous
month.

9.     PAYMENTS.
       ---------
9.1     In  the  event  Traffix  has elected to retain 5% of Net Revenue for bad
debt  and  finance charges under  6, Traffix will pay CLIENT all applicable fees
within  fifteen  (15)  days  from  the  receipt  of invoice based upon the final
reporting  issued  by  Traffix.
9.2     Traffix  will  pay  CLIENT  all applicable fees within fifteen (15) days
from  the  end  of  the  calendar  month  in  which  the  fees  were  collected.
9.3     Any  payment  may  be  offset  by any applicable sums outstanding per  7
above.

10.     TERM.
        -----
The  term  of  this  Agreement  will be for two (2) years commencing on the date
hereof.

11.     TERMINATION.
        ------------
11.1     Either party may terminate this Agreement upon thirty (30) days written
notice  to  the other party.  Upon termination of this Agreement for any reason,
the  following  will  occur:
(a)     Traffix  will  pay CLIENT all sums, if any, due hereunder within fifteen
(15)  days  of  collection;  and
(b)     Traffix  or  its  Third  Party  Agents will promptly return to CLIENT or
destroy  all  tapes,  copies,  partial  copies  and  any  other  documentation,
materials,  or other information evidencing the Lists, with written confirmation
to  CLIENT.
(c)     Notwithstanding  the  foregoing, CLIENT may not terminate this Agreement
with  respect to any particular program for which CLIENT has previously approved
a  marketing  campaign  for a Customer beyond the thirty (30) day notice period.

12.     OWNERSHIP  OF  THE  LISTS.
        --------------------------
12.1     Traffix  acknowledges  that  the  List  will  at  all  times remain the
property  of  the  CLIENT,  that the sole permitted use of the List is for email
prospecting  only,  and  that  Traffix  has  no  proprietary rights in the List;
12.2     Notwithstanding  12(a),  in the event a consumer completes a Traffix or
a  Customer's  registration form or a revenue generating transaction in response
to Traffix's or its Customers' use of the List, then Traffix or Customer will be
deemed  to own any such record as a new record independent from the List and the
restrictions  contained  in  12.1 above will no longer apply to such record.  It
is  specifically acknowledged and agreed that Traffix may market its proprietary
offers  as  a  promotion  permitted  hereunder  to  the  List.

13.     RIGHT  TO  AUDIT.
        -----------------
Traffix agrees that at all times it will maintain current, accurate and complete
books  and records relating to its usage of the List and any payments due CLIENT
derived  under  this  Agreement.  Traffix agrees that CLIENT, or any designee of
CLIENT,  will  have  the  right at any time following the effective date of this
Agreement  to examine, inspect, audit, review and copy or make extracts from all
such  books,  records  and  any source documents used in the preparation thereof
during  normal business hours upon written notice to Traffix at least seven days
prior  to the commencement of any such examination, inspection, review or audit.
Such audit will be strictly limited to those books and records that specifically
relate  to the information pertinent to the use of the Data.  The right to audit
will  not  exceed  two  (2)  audits  per  calendar  year.

14.     CONFIDENTIALITY;  NON-DISCLOSURE.
        ---------------------------------
14.1     For  purposes  of  this  Agreement, the term "Confidential Information"
will  mean  non-public  information  that  either  party  designates  as  being
confidential  or  which,  under  the  circumstances  surrounding  disclosure,
reasonably  ought  to  be  treated  as  confidential.  Confidential  Information
disclosed to a party by any employee, agent, representative, or affiliate of the
other  party  is  covered  by  this  Agreement.
14.2     Confidential  Information will not include any information that: (i) is
or subsequently becomes publicly available without a breach of any obligation of
confidentiality owed to a party under this Agreement or by any third party; (ii)
was  already  known  to  a  party  prior to the other party's disclosure of such
information;  (iii)  became  known to a party from a source other than the other
party and other than by a breach of an obligation of confidentiality owed to the
party  by  such  source;  or  (iv)  is  independently  developed  by  a  party.
14.3     Neither  party  will  disclose  any  Confidential  Information to third
parties  for  at  least  five  (5)  years  following the date of its disclosure.
Provided,  however,  that  a  party may disclose Confidential Information to its
professional  advisors  on  a need to know basis if such advisors have agreed to
keep such information confidential in the same or a substantially similar manner
as  provided  for  in  this  Agreement.  Neither party will use any Confidential
Information  except  as  expressly  permitted  by, or as required to achieve the
purposes  of,  this  Agreement.
14.4     Notwithstanding  anything  contained in  14(c) to the contrary, a party
may  disclose  Confidential  Information  in accordance with a judicial or other
governmental  order or as may be required by statute.  Provided, however, that a
party  so disclosing Confidential Information (the "Disclosing Party") will give
the  other  party  (the  "Protected Party") as much advance notice as reasonably
possible  of  any  such  disclosure  so  that  the  Protected  Party  may seek a
protective  order  or  other  remedy.  The Disclosing Party will comply with any
protective order or equivalent relating to the Confidential Information.  In the
event such a protective order is not obtained, the Disclosing Party will use its
reasonable  best  efforts  to  ensure  that  only  the  minimum  portion  of the
Confidential  Information  necessary  to  comply  with  the  law  is  disclosed.
14.5     Each party will take reasonable security precautions, at least as great
as  the  precautions  it  takes to protect its own confidential information of a
similar  nature,  to  keep  confidential  the  Confidential  Information.

15.     NON-CIRCUMVENTION.
        ------------------
During  the  Term  and  for  a period of three months thereafter, CLIENT may not
enter  into  an  agreement  with any Customer of Traffix identified in a Traffix
promotion hereunder for purposes of having such third party send offers by email
to  any  name  in  the  List.

16.     REPRESENTATIONS  AND  WARRANTIES.
        ---------------------------------
16.1     CLIENT  represents and warrants that it has full power and authority to
enter  into this Agreement; that the records composing the List were compiled in
compliance  with  all  state  and federal laws, including without limitation the
CAN-SPAM  Act;  that  the  execution, delivery and performance by CLIENT of this
Agreement  will  not  violate  any law, statute or other governmental regulation
including  the  CAN-SPAM  Act; that the subscribers to the List have opted-in to
receive  third-party  commercial  email messages; that CLIENT has full right and
authority  to allow Traffix to market to the List; that in the event of a "spam"
complaint  from  a  consumer,  CLIENT  will  provide  Traffix with the source or
registration  material  providing  date,  time  and  promotion  relevant to said
consumer's  permission  to  receive  email  offers  from third parties within 24
hours;  that throughout the Term of this Agreement, the List will be as current,
accurate  and  complete  as possible using the source data, compilation and data
processing  methods  normally  employed  by CLIENT in the ordinary course of its
business.  If  CLIENT  cannot  provide  Traffix  with the source or registration
material  providing  date,  time  and  promotion  relevant  to  said  consumer's
permission  to  receive  email  offers from third parties within 24 hours in the
event of a "spam" complaint from a consumer, the complaining party will be given
the contact information of the signatory to this Agreement to address the issue.
CLIENT  further represents and warrants that CLIENT's collection, compilation of
and  transmittal of the List to Traffix does and will not be in violation of any
law,  statute  or  other  governmental  regulation.
16.2     Traffix  represents  and  warrants to CLIENT that it has full power and
authority  to  enter  into  this  Agreement;  that  the  execution, delivery and
performance  by  Traffix  of this Agreement will not violate any law, statute or
other  governmental  regulation;  and that Traffix's use of the List will comply
with all privacy, data protection, and any other laws, statutes and governmental
regulations applicable to such use of the List (assuming the accuracy of  16.1).

17.     DISCLAIMER  OF  WARRANTIES.
        ---------------------------
EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED  HEREUNDER,  INCLUDING,  BUT  NOT  LIMITED  TO,  IMPLIED  WARRANTIES  OF
MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE.

18.     INDEMNIFICATION.
        ----------------
18.1     Traffix  agrees  to indemnify and hold CLIENT harmless from and against
all  direct  costs,  losses,  damages,  liabilities  and  expenses,  including
reasonable  attorneys'  fees  attributable  to  any  claim made by a third party
arising  out  of  Traffix's failure to perform any of its obligations under this
Agreement,  including  without limitation, misuse of the List, provided that (i)
CLIENT gives Traffix prompt written notice of any such claim of which CLIENT has
knowledge; and (ii) Traffix is given the opportunity to assume full control over
the  defense  of  such  claim and receives the full cooperation of CLIENT in the
defense  thereof.
18.2     CLIENT  agrees  to indemnify and hold Traffix harmless from and against
all  direct  costs,  losses,  damages,  liabilities  and  expenses,  including
reasonable  attorneys'  fees,  attributable  to  any claim made by a third party
arising  out  of  CLIENT's  failure to perform any of its obligations hereunder,
including  that  the Data infringes upon any proprietary right of a third party,
provided  that  (i) Traffix gives CLIENT prompt written notice of any such claim
of  which  Traffix  has  knowledge;  and (ii) CLIENT is given the opportunity to
assume  full  control  over  the  defense  of  such  claim and receives the full
cooperation  of  Traffix  in  the  defense  thereof.

19.     LIMITATION  OF  LIABILITY.
        --------------------------
Any claim or legal action arising out of failure, malfunction, or defect arising
from  this  Agreement  in any respect, by either party, will be brought within a
period  of  one  year  following the occurrence of the event giving rise to said
claim,  or  said claim will be deemed waived.  IN NO EVENT SHALL EITHER PARTY BE
LIABLE  TO  THE OTHER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS  ARISING  OUT  OF  OR  RELATING TO THIS AGREEMENT, OR THE PERFORMANCE OR
BREACH  THEREOF.

20.     GOVERNING  LAW  AND  JURISDICTION.
        ----------------------------------
This  Agreement will be governed by and construed in accordance with the laws of
California,  notwithstanding  its  choice of law rules.  The proper venue of any
judicial  proceeding  arising  out  of  this  Agreement the will be state of the
complaining  party.  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.

21.     NOTICES.
        --------
Any notice provided for or concerning this Agreement will be in writing and will
be  sufficiently  given  when  sent  certified or registered mail if sent to the
respective  address  of each party set forth at the beginning of this Agreement.

22.     ENFORCEABILITY.
        ---------------
In the event that any portion of this Agreement is held to be unenforceable, the
unenforceable portion will be construed in accordance with the applicable law as
nearly  a  possible  to  reflect  the original expression of the parties and the
remainder  of  the  provisions  of  the  Agreement will remain in full force and
effect.

23.     FORBEARANCE  OR  DELAY  IS  NOT  WAIVER.
        ----------------------------------------
The  failure by either party to insist upon or enforce strict performance of any
provisions  of this Agreement will not be construed as a waiver of any provision
or  right.  Neither the course of conduct between the parties nor trade practice
will  act  to  modify,  strike,  supplement,  or  amend  any  provisions of this
Agreement.

24.     MODIFICATION  OF  AGREEMENT.
        ----------------------------
Any  modification  of this Agreement or additional obligations assumed by either
party  in  connection  with  this Agreement will be binding only if evidenced in
writing  and signed by each party or an authorized representative of each party.

25.     MODIFICATION  PURSUANT  TO  PUBLIC  AUTHORITY.
        ----------------------------------------------
This  Agreement  will  at all times be subject to changes or modifications under
federal,  state,  or  local law, by public authority. In the event of a legal or
regulatory  action,  or  the act of a third party prohibits, prohibits use of or
dissemination  of  advertisements  to the Lists, either party may terminate this
Agreement  with  as  much  notice  as  is  practicable.

26.     ENTIRE  AGREEMENT/MODIFICATIONS.
        --------------------------------
This  Agreement  supersedes  all  prior  negotiations and agreements between the
parties, and constitutes their entire understanding, with respect to the subject
matter  contained  herein.  This  Agreement  may  not  be  modified  except by a
subsequent  writing  signed  by  both  parties.

27.     ASSIGNMENT/CHANGE  OF  CONTROL.
        -------------------------------
This Agreement will be binding upon and will inure to the benefit of the parties
hereto  and  their  respective successors and assigns. This Agreement may not be
assigned  by  a  party  without the express written consent of the other and any
purported  assignment,  unless so consented to, will be void and without effect.
Notwithstanding  the foregoing, either party, without the prior written approval
of  the  other  party,  may  assign  its  rights  and obligations hereunder to a
successor  in ownership in connection with any merger, consolidation, or sale of
substantially  all  of  the  assets  of  the  business  of a party, or any other
transaction  in  which ownership of more than fifty percent (50%) of the party's
voting  securities  is  transferred.

28.     COUNTERPARTS.
        -------------
This Agreement may be executed in any number of counterparts, each of which will
be  deemed  to  be  an  original  as  against  any party whose signature appears
thereon,  and all of which will together constitute one and the same instrument.
This  Agreement  will  become  binding  when  one  or  more counterparts hereof,
individually  or  taken together, will bear the signatures of all of the parties
reflected  hereon  as  the  signatories.  A  faxed  signature will have the same
legally  binding  effect  as  an  original  signature.

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


<PAGE>
NEWAVE,  INC.
BY:      /s/ Michael Hill
NAME:  Micheal Hill
TITLE:    CEO

TRAFFIX,  INC.
BY:       /s/ Chris McVeigh
NAME:  Chris McVeigh
TITLE:   Senior VP