exv10wxcy



 



     Exhibit 10(c)


SURRENDER AND ACCEPTANCE AGREEMENT



	 	 	 
	1.0	 	
PARTIES






	 	 	 
	1.1	 	
THIS AGREEMENT made this 12th day of September, 2003 is
between ROSELAND II L.L.C. (“Lessor”) whose address is c/o Mack-Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016
and NET PERCEPTIONS, INC. (“Lessee”), with an address at 103
Eisenhower Parkway, Roseland, NJ.






	 	 	 
	2.0	 	
STATEMENT OF FACTS






	 	 	 
	2.1	 	
Lessee and Lessor entered into a Lease dated July 24, 2000 as
amended by a First Amendment to Lease dated January 15, 2001
(collectively, the “Lease”) covering approximately 8,687 gross
rentable square feet (the “Premises”) in the building located at 103
Eisenhower Parkway, Roseland, New Jersey (the “Building”); and
	 
	2.2	 	
Lessee wishes to surrender and vacate the Premises prior to
the Lease expiration date of November 30, 2005 in accordance with
Article 5 of the Lease; and
	 
	2.3	 	
The parties desire to amend certain terms of the Lease as set
forth below:






	 	 	 
	3.0	 	
AGREEMENT





     NOW, THEREFORE, in consideration of the Premises and the covenants
hereinafter set forth, Lessor and Lessee agree as follows:



	 	 	 
	3.1.	 	
The above recitals are incorporated herein by reference.
	 
	3.2	 	
All capitalized and non-capitalized terms used in this
Agreement which are not separately defined herein but are defined
in the Lease shall have the meaning given to any such term in the
Lease.
	 
	3.3	 	
Lessee does hereby agree to surrender on or before midnight
September 30, 2003 (the “Surrender Date”) and to pay the penalty
payment of $350,000.00 as well as to pay Fixed Basic Rent and
Additional Rent for the Premises through the Surrender Date in the
amount of $3,000.00 (“Surrender Payment”). If Lessee does not make
the Surrender Payment on or before the Surrender Date, this
Agreement shall be null and void.
	 
	3.4	 	
Lessor agrees to accept Lessee’s surrender of the Premises on
the Surrender Date and to release Lessee from its obligations as set
forth in the Lease with respect to the






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Premises as of the Surrender Date, provided prior to the Surrender
Date, Lessor receives the Surrender Payment. Lessor acknowledges
Lessee has, as of the date hereof, vacated the Premises and Lessor
has accepted possession of the Premises in its “as is” condition.
	 
	3.5	 	
Lessor shall return the letter of credit currently being held
by Lessor pursuant to Paragraph 16 of the Preamble to the Lease
promptly after the conditions set forth in this paragraph and
Paragraph 3.4 have been satisfied. Lessor and Lessee agree that
upon Lessor’s receipt of the Surrender Payment, the Lease shall be
terminated and of no further force and effect and no provisions
thereof shall survive, except those provisions of the Lease that by
its terms survive the expiration or earlier termination of the
Lease.
	 
	3.6	 	
Lessor represents and warrants it has full power and
authority to enter into and perform the terms of this Agreement and
that no consent of any lender, mortgagee, or secured party is
necessary to make it binding and enforceable against the Lessor, its
successors and assigns.
	 
	3.7	 	
Lessor and Lessee represent and warrant to each other that no
broker brought about this transaction, and each party agrees to
indemnify and hold the other harmless from any and all claims of any
broker arising out of or in connection with negotiations of, or
entering into of, this Agreement.
	 
	3.8	 	
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives,
successors and permitted assigns.
	 
	3.9	 	
Each party agrees that it will not raise or assert as a
defense to any obligation under the Lease or this Agreement or make
any claim that the Lease or this Agreement is invalid or
unenforceable due to any failure of this document to comply with
ministerial requirements including, but not limited to, requirements
for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right
to assert any such defense or make any claim of invalidity or
unenforceability due to any of the foregoing.






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     IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written, and acknowledge one to the other
that they possess the requisite authority to enter into this transaction and to
sign this agreement.



	 	 	 	 	 	 	 	 	 	 	 
	LESSOR	 	LESSEE
	 	 	 	 	 	 	 	 	 	 	 
	ROSELAND II L.L.C.	 	NET PERCEPTIONS, INC
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	
Mack-Cali Realty, L.P., member	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	
Mack-Cali Realty Corporation, its general

partner	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	
/s/ Michael K. Nevins
	 	By:
	 	/s/ Thomas M. Donnelly
	 	 	


	 	 	 	

	 	 	
Vice President of Leasing
	 	 	 	President	 	 	 	 







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