**Exhibit 10.14**

 

**AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**

 

**Amendedand Restated Employment Agreement** (the “Agreement”) made asof March 14, 2006, by and between **24/7 Real Media, Inc.**,a Delaware corporation, with its principal place of business at 132 W.31stStreet, 9th Floor, New York, New York 10001 (the “Company”), andJonathan K. Hsu (“Executive”).

 

**WITNESSETH:**

 

**WHEREAS**,the Company and Executive are parties to an Employment Agreement (the “PriorAgreement”), pursuant to which the Company employed Executive as its ExecutiveVice President and Chief Financial Officer, and Executive agreed to serve insuch capacity; and

 

**WHEREAS**,the Company and Executive now desire to amend and restate the Prior Agreementin its entirety.

 

**NOW,THEREFORE**, in consideration of the premises and of the mutualcovenants and agreements herein contained and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theCompany and Executive agree as follows:

 

**1.****                                      EMPLOYMENT**.

 

(a)                                  TheCompany hereby agrees to employ Executive, and Executive agrees to be employedby the Company, on the terms and conditions herein contained as its ExecutiveVice President and Chief Financial Officer, or in such other executivemanagerial position or positions with the Company or its subsidiaries oraffiliates as shall hereafter be designated by the Chief Executive Officer (the“CEO”) of the Company. Executive shall report directly to the CEO or such otherperson as the CEO may designate and shall have such duties, authority andresponsibilities commensurate with Executive’s position for similarly sizedcompanies in the industry.

 

(b)                                 Executiveshall devote all of his business time, energy, skill and efforts to theperformance of his duties hereunder and shall faithfully and diligently servethe Company. The foregoing shall not prevent Executive from participating innot-for-profit activities or from managing his passive personal investments orfrom providing incidental assistance to family members on matters of familybusiness or, subject to the approval of the Company, from serving on the boardsof directors of other entities, provided that these activities do notmaterially interfere with Executive’s obligations hereunder.

 

(c)                                  Uponthe request of the Board, Executive shall also serve as a director or officerof subsidiaries in positions commensurate with his position with the Companywithout additional compensation. If any compensation is paid Executive by suchsubsidiaries, they shall be a credit against amounts due hereunder.

 

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**2.**                                      **TERM OF EMPLOYMENT**.

 

(a)                                  Exceptfor earlier termination as provided in Section 7 hereof or as extended inthis Section 2, Executive’s employment under this Agreement (the “EmploymentTerm”) shall commence on the date hereof (the “Commencement Date”) and continueuntil terminated by either party pursuant to Section 7 hereof.

 

(b)                                 Notwithstandinganything else herein, the provisions of Sections 8 and 9 hereof shall surviveand remain in effect notwithstanding the termination of the Employment Term ora breach by the Company or Executive of this Agreement or any of its terms.

 

**3.**                                      **COMPENSATION**.

 

(a)                                  Ascompensation for his services under this Agreement, the Company shall payExecutive the base salary (the “Base Salary”) and the target bonuses (the “TargetBonuses”) set forth on Exhibit A. Payment of the Base Salary shall be madein equal installments twice a month. Payment of the Target Bonuses shall be asspecified on Exhibit A.

 

(b)                                 TheBase Salary and Target Bonuses set forth on Exhibit A shall be deemed tobe amended and restated by any final determination regarding Executive’scompensation that is set forth in the official minutes of the CompensationCommittee of the Board of Directors.

 

**4.**                                      **BENEFITS AND FRINGES**.

 

(a)                                  Duringthe Employment Term, Executive shall be entitled to such benefits and fringes,if any, as are generally provided from time to time by the Company to itsexecutive officers, including pension, retirement, savings, welfare (includinglife and health insurance) and other employee benefit plans and arrangements.

 

(b)                                 Exceptas otherwise specifically provided herein, the Executive shall be responsiblefor the tax consequences of all benefits and fringes.

 

**5.**                                      **EXPENSES**. The Company shall reimburse Executive inaccordance with its expense reimbursement policy as in effect from time to timefor all reasonable expenses incurred by Executive in connection with theperformance of his duties under this Agreement upon the presentation byExecutive of an itemized account of such expenses and appropriate receipts andotherwise in compliance with such rules relating thereto as the Companymay, from time to time, adopt.

 

**6.**                                      **VACATION**. During the Employment Term, Executive shall beentitled to **four weeks** of paidvacation per calendar year.

 

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**7.**                                      **TERMINATION**.

 

(a)                                  Executive’semployment under this Agreement and the Employment Term shall terminate uponany of the following events:

 

(i)                                     Automaticallyon the date of Executive’s death;

 

(ii)                                  Uponwritten notice given by the Company to Executive if Executive is unable tosubstantially perform his material duties hereunder for one hundred eighty(180) continuous days during any period of three hundred sixty (360)consecutive days by reason of physical or mental incapacity;

 

                                                (iii)                               Upon written notice by the Company to Executive for Cause. “Cause” shall mean (a) Executive being convicted of (or pleading *nolo contendere* to) a felony (other than a traffic violation) or a crime involving fraud, misappropriation, or embezzlement; (b) refusal of the Executive to attempt to properly perform his obligations under this Agreement, or follow any direction of the CEO consistent with this Agreement, which in either case is not remedied within ten (10) business days after receipt by Executive of written notice from the Company specifying the details thereof; provided, that, the refusal to follow a direction shall not be Cause if Executive in good faith reasonably believes that such direction is not legal, ethical or moral and promptly notifies the CEO in writing of such belief; (c) Executive’s gross negligence with regard to his duties or willful misconduct with regard to the business, assets or employees of the Company that is materially injurious to the financial condition or business reputation of the Company; or (d) any other breach by Executive of a material provision of this Agreement that remains uncured for twenty (20) business days after written notice thereof is given to Executive or such longer period as may reasonably be required to remedy the default, provided that Executive endeavors in good faith to remedy the default;

 

(iv)                              Upon**30 days’**written notice by theCompany without Cause; or

 

(v)                                 Uponnot less than **30 days’** writtennotice by the Executive.

 

(b)                                 Upontermination of the Employment Term, Executive shall be promptlys paid anyunpaid salary and accrued vacation through his date of termination andreimbursement for any expenses incurred in connection with the officialbusiness of the Company prior to his date of termination which he would beotherwise entitled to reimbursement for in accordance with the Company’spolicies on the reimbursement of business expenses and any benefits or amountsunder any benefit or equity plan in accordance with the terms of said plan andany fringe benefits due for the period prior to such termination. In addition,he shall be paid any declared, but unpaid, bonus.

 

(c)                                  IfExecutive’s termination is pursuant to subsection (a)(i) above,Executive’s Beneficiary (as defined in the next sentence) shall continue toreceive payments of

 

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Executive’s Base Salary, at the same time such amountswould have been paid if Executive was still an employee of the Company for aperiod of nine (9) months following Executive’s death. For purposes ofthis provision, Executive’s Beneficiary shall be Executive’s spouse; ifExecutive is not married on his date of death, Executive’s children, per stirpes;and otherwise, Executive’s estate.

 

(d)                                 IfExecutive’s termination is pursuant to subsection (a)(ii) above,Executive shall be entitled to receive an amount equal to nine  months’ of Executive’s Base salary, in onelump sum payment, less any amounts actually received by him pursuant tolong-term disability coverage, if any, provided for by the Company for thematching pay period. After such nine months, Executive shall only be entitledto any amounts due him under the long-term disability coverage, if any.

 

(e)                                  IfExecutive’s termination is pursuant to subsection (a)(iv) above,Executive shall receive:

 

(i)                                     fornine months following the termination of Executive’s employment, at the sametime as it would have been paid if he were an employee of the Company, his BaseSalary;

 

(ii)                                  continuedmedical and dental coverage for a period of nine months following terminationof Executive’s employment; and,

 

(iii)                               a prorated portion of his Target Bonuses forthe year of termination, reduced by amounts already paid, plus a lump-sumpayment equal to 100% the total Target Bonuses for the full-year in whichtermination occurs.

 

(f)                                    Allamounts payable pursuant to this Section 7 shall be subject to requiredwithholding. The Company shall have no other obligations to Executive as aresult of his termination.

 

**8.**                                      **CONFIDENTIAL INFORMATION AND NON-COMPETITION**. Executive hasentered into a Non-Competition and Non-Disclosure and Developments Agreement,dated March [  ], 2006, whichagreement is set forth on Exhibit B and is made a part hereof asthough fully set forth herein.

 

**9.**                                      **INDEMNIFICATION**. During the Employment Term and thereafter,the Company shall **defend********Executiveto the fullest extent permitted by law against any claims, demands, suits oractions, and**indemnify Executive to the fullest extentpermitted by law against any judgments, fines, amounts paid in settlement andreasonable expenses (including attorneys’ fees), and advance amounts necessaryto pay the foregoing at the earliest time and to the fullest extent permittedby law, in connection with any claim, action or proceeding (whether civil orcriminal) against Executive (other than a claim brought by the Company) as aresult of Executive serving as an officer, director or employee of the Companyor in any capacity at the request of the Company, in or with regard to anyother entity, employee benefit plan or enterprise. This **dutyto defend and indemnify******shall be in addition to, and not in lieu of, any otherdefense and indemnification rights. Executive shall be entitled to pursuant tothe Company’s Certificate of

 

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Incorporation or By-lawsor otherwise. Following Executive’s termination of employment, the Companyshall continue to cover Executive under the Company’s directors and officersinsurance for the period during which Executive may be subject topotential liability for any claim, action or proceeding (whether civil orcriminal) as a result of his service as an officer or director of the Companyor in any capacity at the request of the Company, at the highest level thenmaintained for any then current or former officer or director.

 

**10.**                               **EXECUTIVE REPRESENTATION.**Executive represents and warrantsthat he is not limited under any contractual or other provision from enteringinto this Agreement and performing his obligations hereunder.

 

**11.**                               **ENTIRE AGREEMENT; MODIFICATION**. This Agreement constitutesthe full and complete understanding of the parties hereto and will supersedeall prior agreements and understandings, oral or written, with respect to thesubject matter hereof. Each party to this Agreement acknowledges that norepresentations, inducements, promises or agreements, oral or otherwise, havebeen made by either party, or anyone acting on behalf of either party, whichare not embodied herein and that no other agreement, statement or promise notcontained in this Agreement shall be valid or binding. This Agreement may notbe modified or amended except by an instrument in writing signed by the partyagainst whom or which enforcement may be sought.

 

**12.**                               **SEVERABILITY**. Any term or provision of this Agreement whichis invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such invalidity or unenforceability without renderinginvalid or unenforceable the remaining terms and provisions of this Agreementor affecting the validity or enforceability of any of the terms or provisionsof this Agreement in any other jurisdiction.

 

**13.**                               **WAIVER OF BREACH**. The waiver by any party of a breach of anyprovisions of this Agreement, which waiver must be in writing to be effective,shall not operate as or be construed as a waiver of any subsequent breach.

 

**14.**                               **NOTICES**. All notices hereunder shall be in writing and shallbe deemed to have been duly given when delivered by hand, or one (1) dayafter sending by United States Postal Service express mail or other “overnightmail service,” or three (3) days after sending by certified or registeredmail, postage prepaid, return receipt requested. Notice shall be sent asfollows:  if to Executive, to his homeaddress as listed in the Company’s records; and if to the Company, at itsoffice as set forth at the head of this Agreement. Either party may changethe notice address by notice given as aforesaid.

 

**15.**                               **ASSIGNABILITY; BINDING EFFECT**. This Agreement shall bebinding upon and inure to the benefit of Executive and Executive’s legalrepresentatives, heirs and distributees, and shall be binding upon and inure tothe benefit of the Company, its successors and assigns. This Agreement may notbe assigned by Executive. This Agreement may not be assigned by theCompany except in connection with a merger or a sale by the Company of all orsubstantially all of its assets, and then only provided that the assigneespecifically assumes in writing all of the Company’s obligations hereunder.

 

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**16.**                               **ARBITRATION**. Any dispute or controversy arising under or inconnection with this Agreement, other than injunctive relief under Section 8(provided that Executive may initiate an arbitration proceeding to recoverlegal fees in connection with such injunctive activities under the lastsentence of this Section 16) shall be settled exclusively by arbitration,conducted before a panel of three (3) arbitrators in New York, New York,in accordance with the rules of the American Arbitration Association thenin effect, and judgment may be entered on the arbitrators’ award in anycourt having jurisdiction. The decision of the arbitrators shall be final andbinding on the parties. The parties shall equally divide all costs of theAmerican Arbitration Association and the arbitrators, except that thearbitrators shall direct the Company to reimburse Executive’s portion of thecost on the same basis as set forth in the next sentence with regard to legalfees. Each party shall bear its own legal fees in any dispute except that, inthe event the Executive prevails on any material issue, the arbitrators shallaward the Executive his legal fees attributable to all matters other thanfrivolous positions taken by the Executive (as determined by the arbitrators).

 

**17.**                               **GOVERNING LAW**. All issues pertaining to the validity,construction, execution and performance of this Agreement shall be construedand governed in accordance with the laws of the State of New York, withoutgiving effect to the conflict or choice of law provisions thereof.

 

**18.**                               **HEADINGS**. The headings in this Agreement are intended solelyfor convenience or reference and shall be given no effect in the constructionor interpretation of this Agreement.

 

**19.**                               **COUNTERPARTS**. This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all ofwhich together shall constitute one and the same instrument.

 

[Remainder of page intentionallyleft blank]

 

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**INWITNESS WHEREOF**, the Company has caused this Agreement to beduly executed and Executive has hereunto set his hand as of the date first setforth above.

 

 
|   | **24/7 REAL MEDIA, INC.**        |
|--------|---------------------------------------|
|   |
|   |
|   | By:                                   |   | /s/ David J. Moore |   |
|   | David J. Moore                        |
|   | Chairman  and Chief Executive Officer |
|   |                                  |
|   |                                  |
|   | **Executive**                         |
|   |
|   |
|   |                                  | /s/ Jonathan K. Hsu |   |
|   |                                  |   | Jonathan K. Hsu |   |
|        |                                       |  |  |  |  |

 

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**EXHIBIT A**

 

#### **BASE SALARY:**

**The Company shall pay Executive a base salaryat a rate of $220,000.00 per annum (the “Base Salary”). Annual increases inBase Salary shall be at least 3.0%, effective the first day of each calendaryear.**

 

**TARGETBONUSES:**

 

**The total amount of the target bonuses setforth in this Exhibit A shall not be decreased from year to year;provided, that, target bonus levels and the factors on which they are payable may beadjusted from year to year by agreement of the parties hereto to reflect theCompany’s new budget for each year.**

 

**REVENUE BONUS**

**Executive has a target revenue bonuscompensation of $50,000.00 (“Target Revenue Bonus”) during FY2006. Thequarterly revenue bonus (“Quarterly Revenue Bonus”) will be determined by thefollowing formula:**

 
| **Actual Company**    | ** ** | ** ** | ** ** | ** **                | ** ** | ** ** | ** ** | ** **                   |
|-----------------------|------------|------------|------------|---------------------------|------------|------------|------------|------------------------------|
| **Quarterly Revenue** | ** ** | **X**      | ** ** | **Target Revenue  Bonus** | ** ** | **=**      | ** ** | **Quarterly  Revenue Bonus** |
| **Annual Company**    |
| **Revenue Goal**      | ** ** | ** ** | ** ** | ** **                | ** ** | ** ** | ** ** | ** **                   |

 

**The Quarterly Revenue Bonus shall be paidquarterly, within 45 days after the end of each quarter.**

 

**GROSS PROFITBONUS**

**Executive has a target gross profit bonuscompensation of $50,000.00 (“Target Gross Profit Bonus”) during FY2006. Thequarterly gross profit bonus (“Quarterly Gross Profit Bonus”) will bedetermined by the following formula:**

 
| **Actual Company**         | ** ** | ** ** | ** ** | ** **                     | ** ** | ** ** | ** ** | ** **                        |
|----------------------------|------------|------------|------------|--------------------------------|------------|------------|------------|-----------------------------------|
| **Quarterly Gross Profit** | ** ** | **X**      | ** ** | **Target Gross  Profit Bonus** | ** ** | **=**      | ** ** | **Quarterly  Gross Profit Bonus** |
| **Annual Company**         |
| **Gross Profit Goal**      | ** ** | ** ** | ** ** | ** **                     | ** ** | ** ** | ** ** | ** **                        |

 

**The Quarterly Gross Profit Bonus shall bepaid quarterly, within 45 days after the end of each quarter.**

 

**A-I**

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**EBITA BONUS**

 

**Executive has a target EBITDA bonuscompensation of $50,000.00 (“Target EBITDA Bonus”) during FY2006. The annualEBITDA bonus (“Annual EBITDA Bonus”) will be determined by the followingformula:**

 
| **Actual Company** | ** ** | ** ** | ** ** | ** **               | ** ** | ** ** | ** ** | ** **               |
|--------------------|------------|------------|------------|--------------------------|------------|------------|------------|--------------------------|
| **Annual EBITDA**  | ** ** | **X**      | ** ** | **Target  EBITDA Bonus** | ** ** | **=**      | ** ** | **Annual  EBITDA Bonus** |
| **Annual Company** |
| **EBITDA Goal**    | ** ** | ** ** | ** ** | ** **               | ** ** | ** ** | ** ** | ** **               |

 

**EBITDA Percentage is defined as ActualCompany Annual EBITDA divided by Annual Company EBITDA Goal. If the EBITDAPercentage is above 120%, Executive will be paid the Target EBITDA Bonusmultiplied by 120%. No bonus will be paid if the EBITDA Percentage is less than80%. The Annual EBITDA Bonus shall be paid annually, upon completion of theannual company audit.**

 

**A-II**

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**EXHIBIT B**

 

**NON-COMPETITION**

**AND**

**NON-DISCLOSUREAND DEVELOPMENTS AGREEMENT**

 

**NON-COMPETITIONAND NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT**(the “Agreement”)dated March [    ], 2006 between 24/7 Real Media, Inc.,a Delaware corporation (the “Company”), with a place of business at 132 W.31stStreet, 9th Floor, New York, NY 10001, and Jonathan K. Hsu (“Executive”).

 

**WHEREAS**,the Company sells Internet advertising on behalf of affiliated Web sites andoffers email and customer management services (the “Business”); and

 

**WHEREAS**,the Company has developed certain proprietary information in the course ofgrowing its Business; and

 

**WHEREAS**,Executive acknowledges the proprietary nature of the Company’s information andrecognizes that Company would be irreparably damaged if Executive were to discloseor make unauthorized use of any proprietary information; and

 

**WHEREAS**,Executive desires to continue to work for the Company.

 

**NOW,THEREFORE**, in consideration of the continuation of Executive’semployment with the Company and the compensation and other benefits Executivewill continue to receive as an employee, it is agreed as follows:

 

**1.****                                      Non-Competitionand Confidential Information:**

 

**1.1**                               Executiveunderstands and agrees that the Company has in the past and will in the future,continue to expend large sums of money, and apply its unique and special “know-how”,and has in the past and will continue in the future, to devote a great effortin building an effective organization by utilization of unique and effectivemanagement, sales, service, marketing, finance, and other corporate techniques.Executive further understands and agrees that the Company has gained a uniquereputation for its ability to solicit, market, sell, and service highvisibility Internet and Web-commerce accounts and that this reputation is amajor factor in bringing about the sales of the same and accounts for thecontinued success of the Company in the complex and evolving Business in whichthe is Company engaged.

 

**1.2**                               Executiveunderstands, admits, and agrees that he will necessarily become privy torelationships with other employees of the Company, the Company’s customers,customer lists, advertisers, advertiser lists, confidential plans andstructures, and other confidential

 

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information and tradesecrets, and that, to the extent Executive is directly or indirectly involvedin the marketing or sales aspect of the Company’s Business, he will necessarilyestablish a unique and strong personal and professional relationship with theCompany’s customers during the term of this Agreement, and that the aforesaidinformation and other information obtained as to customers’ and advertisers’methods of doing business, specifications of customers’ and advertisers’advertising requirements and capacities, the time, places and other details ofwhen, where, and how to contact and best serve customers and advertisers,customers’ and advertisers’ bias and prejudice as to various services,information as to other employees or third parties who influence decisions, andthe extensive and frequent customer and advertiser contact in the personalrelationship acquired with customer and advertiser, all constitute legitimateand protectable business interests of the Company, and are now, and even thoughsame may be enhanced by Executive, will continue to be extremelyconfidential information and thereby exclusive property of the Company. Executiveagrees that he will hold in strictest confidence and not use for his ownbenefit, or the benefit of any third party, any such confidential information.

 

**1.3**                               Executiveacknowledges, admits and agrees that the Company has a legitimate businessinterest and right in prohibiting Executive from soliciting or enticingcustomers or advertisers of the Company after termination of Executive’srelationship with the Company, and the restrictions, limitations, and covenantsmade by Executive herein, specifically within this Section 1, arereasonable and valid and should be strictly enforced and upheld by any court ofcompetent jurisdiction.

 

**1.4**                               Executivefurther understands and agrees that all customers of the Business at the timeof the signing of this Agreement and all such customers of the Company duringthe term of his employment and during the term of this Agreement, are theexclusive customers of the Company and not those of Executive.

 

**1.5**                               Executivetherefore agrees that, in consideration of the continuation of Executive’semployment and the compensation Executive will continue to receive as anemployee, the sufficiency of which consideration is hereby acknowledged, untilthe earlier of five (5) years from the date hereof or one (1) yearafter the effective date of termination of Executive’s employment with theCompany (the “Non-Competition Period”), Executive absolutely andunconditionally agrees that he will not directly or indirectly, either for hisown account or for the benefit of any person, firm or corporation, engage inany business that is competitive with the Business.

 

**1.6**                               Executiveagrees that during the Non-Competition Period, Executive shall not discuss oraccept any relationship as a sales or marketing representative, consultant,director, manager, officer, executive, or other employee, or representativewith any person, firm or corporation which during the term of this Agreementwas or is engaged in business activities which are competitive to the Business,except for any such relationship that would not in any way involve or relate tosuch activities or businesses.

 

B-II

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**1.7**                               Duringthe Non-Competition Period, Executive shall not directly or indirectly own orbe a shareholder, partner of, or otherwise participate in any company that isengaged in business activities that are competitive to the Business. Notwithstanding,the above, Executive may hold up to a five percent (5%) interest in anysuch publicly held or traded company and shall have an unlimited right toinvest in any mutual fund which is publicly traded or managed by a majorfinancial institution.

 

**1.8**                               Duringthe Non-Competition Period, Executive agrees to refrain from knowingly,directly or indirectly, soliciting the Company’s employees or independentagents so as to induce them to leave their employment or relationship with theCompany.

 

**1.9**                               Duringthe Non-Competition Period, Executive shall inform any prospective newemployer or associate prior to accepting any employment or any businessrelationship of the existence of this Agreement or provide same with a copy ofthis Agreement.

 

**1.10**                        In theevent any covenant made in this Agreement shall be more restrictive thanpermitted by applicable law, it shall be limited to the extent which is sopermitted. Nothing in this Agreement shall be construed as preventing theCompany from pursuing any and all other remedies available to it for the breachor threatened breach of covenants made in this Agreement, including recovery ofmoney damages or temporary or permanent injunctive relief. Accordingly,Executive acknowledges that the remedy at law for breach of the provisions ofthis agreement may be inadequate and that, in addition to any other remedythe Company may have, it shall be entitled to an injunction restrainingany breach or threatened breach, without any bond or other security beingrequired and without the necessity of showing actual damages.

 

**2.****                                      ExecutiveWork Product**

 

**2.1**                               Duringthe term of Executive’s employment with the Company, Executive agrees to workexclusively for the Company.

 

**2.2**                               Executiveagrees to disclose promptly to the Company all ideas, inventions, discoveries,improvements, designs, formulae, processes, production methods andtechnological innovations (“Intellectual Property”), whether or not patentable,which he may conceive or make, alone or with others, during his employmentwith the Company, whether or not during working hours, and which directly orindirectly:

 

**2.2.1**                     relate to theBusiness of the Company; or

 

**2.2.2**                     are based onor derived from his knowledge of the actual or planned business activities ofthe Company; or

 

**2.2.3**                     are aided bythe use of materials, facilities or information belonging to the Company.

 

B-III

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**2.3**                               Executiveagrees to assign to the Company (and to bind his heirs, executors andadministrators, to assign) all Intellectual Property covered by Section 2.2of this Agreement.

 

**2.4**                               Withoutfurther compensation, but at the Company’s expense, Executive agrees to giveall testimony and execute all patent applications, rights of priority,assignments and other documents, and in general do all lawful things requestedof the Executive by the Company to enable the Company to obtain, maintain andenforce its rights to such Intellectual Property.

 

**2.5**                               Executivealso recognizes that any Intellectual Property of the type covered by Section 2.2of this Agreement which is conceived or made by the Executive within one yearof the termination of his employment with the Company is likely to have beenconceived in significant part in the course of his employment with theCompany. Accordingly, Executive agrees that any such Intellectual Propertyshall be presumed to have been conceived in the course of his employment withthe Company unless and until Executive establishes the contrary by clear andconvincing evidence.

 

**3.****                                      Representationsand Warranties by Executive.**

 

Executive represents andwarrants to the Company that:

 

**3.1**                               thisAgreement is valid and binding upon and enforceable against him in accordancewith its terms;

 

**3.2**                               heis not bound by or subject to any contractual or other obligation or any lawthat would be violated by his execution or performance of this Agreement; and

 

**3.3**                               heis not the subject of any pending or, to the best of his knowledge, threatened,claim, action, judgment, order, or investigation that could adversely affect hisability to perform his obligations under this Agreement.

 

**4.****                                      Notices.**All notices or other communicationshereunder shall be in writing and shall be deemed to have been duly given whendelivered by hand, or one (1) day after sending by United States PostalService express mail or other “overnight mail service,” or three (3) daysafter sending by certified or registered mail, postage prepaid, return receiptrequested, to the parties at the addresses set forth below (or at such otheraddress as a party may specify by notice to the other in accordance withthis provision):

 

**4.1****                              **Ifto Executive, to his home address as listed in the Company’s records.

 

B-IV

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**4.2****                              **Ifto the Company:

 

24/7 Media Real, Inc.

132 W.31st Street,9th Floor

New York, NY 10001

Attention: GeneralCounsel

 

**5.****                                      Miscellaneous.**

 

**5.1**                               ThisAgreement may not be changed or terminated orally.

 

**5.2**                               Executivemay not assign any of his rights or delegate any of his duties under thisAgreement. The Company may assign any or all of its rights under thisAgreement to any subsequent owner of the Company’s business, and the assigneeshall have the right to enforce this Agreement to the same extent as theCompany.

 

**5.3**                               Nowaiver of any term or condition of this Agreement shall be deemed to be awaiver of any subsequent breach of that term or condition or any breach of anyother term or condition of this Agreement. Any waiver must be in writing.

 

**5.4**                               ThisAgreement does not give Executive any rights to employment by the Company and,unless otherwise provided in a separate writing executed by an officer of theCompany and the Executive, the Executive’s employment at the Company shall beat will by both Executive and the Company.

 

**5.5**                               Ifany provision of this Agreement would be deemed invalid or unenforceable forany reason, including, without limitation, because of its geographic orbusiness scope or duration, such provision shall be construed in such a way asto make it valid and enforceable to the maximum extent possible. Any invalidityor unenforceability of any provision in this Agreement shall not affect orrender invalid or unenforceable any other provision of this Agreement or anyother Agreement or instrument.

 

**5.6**                               ThisAgreement shall be governed by and construed in accordance with the laws of thestate of New York, without giving effect to the conflict or choice of lawprovisions thereof.

 

B-V

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**INWITNESS WHEREOF**, the Company has caused this Agreement to beduly executed and Executive has hereunto set his hand as of the date first setforth above.

 

 
|   | **24/7 Real Media, Inc.**        |   |
|--------|---------------------------------------|--------|
|   |                                  |
|   | ** **                            |
|   |                                  |
|   | By:                                   |   | /s/ David J. Moore |   |
|   | David J. Moore                        |
|   | Chairman  and Chief Executive Officer |
|   |                                  |
|   |                                  |
|   | **Executive**                         |
|   |                                  |
|   |
|   |                                  |   | /s/ Jonathan K. Hsu |   |
|   | Jonathan K. Hsu                       |
|        |                                       |        |  |  |  |  |  |

 

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