Exhibit 10(c)
**SURRENDER AND ACCEPTANCE AGREEMENT**   1.0 **PARTIES**   1.1 THIS AGREEMENT made this 12th day of September, 2003 isbetween ROSELAND II L.L.C. (“Lessor”) whose address is c/o Mack-CaliRealty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016and NET PERCEPTIONS, INC. (“Lessee”), with an address at 103Eisenhower Parkway, Roseland, NJ.   2.0 **STATEMENT OF FACTS**   2.1 Lessee and Lessor entered into a Lease dated July 24, 2000 asamended by a First Amendment to Lease dated January 15, 2001(collectively, the “Lease”) covering approximately 8,687 grossrentable square feet (the “Premises”) in the building located at 103Eisenhower Parkway, Roseland, New Jersey (the “Building”); and 2.2 Lessee wishes to surrender and vacate the Premises prior tothe Lease expiration date of November 30, 2005 in accordance withArticle 5 of the Lease; and 2.3 The parties desire to amend certain terms of the Lease as setforth below:   3.0 **AGREEMENT**
     NOW, THEREFORE, in consideration of the Premises and the covenantshereinafter 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 thisAgreement which are not separately defined herein but are definedin the Lease shall have the meaning given to any such term in theLease. 3.3 Lessee does hereby agree to surrender on or before midnightSeptember 30, 2003 (the “Surrender Date”) and to pay the penaltypayment of $350,000.00 as well as to pay Fixed Basic Rent andAdditional Rent for the Premises through the Surrender Date in theamount of $3,000.00 (“Surrender Payment”). If Lessee does not makethe Surrender Payment on or before the Surrender Date, thisAgreement shall be null and void. 3.4 Lessor agrees to accept Lessee’s surrender of the Premises onthe Surrender Date and to release Lessee from its obligations as setforth in the Lease with respect to the
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     Premises as of the Surrender Date, provided prior to the SurrenderDate, Lessor receives the Surrender Payment. Lessor acknowledgesLessee has, as of the date hereof, vacated the Premises and Lessorhas accepted possession of the Premises in its “as is” condition. 3.5 Lessor shall return the letter of credit currently being heldby Lessor pursuant to Paragraph 16 of the Preamble to the Leasepromptly after the conditions set forth in this paragraph andParagraph 3.4 have been satisfied. Lessor and Lessee agree thatupon Lessor’s receipt of the Surrender Payment, the Lease shall beterminated and of no further force and effect and no provisionsthereof shall survive, except those provisions of the Lease that byits terms survive the expiration or earlier termination of theLease. 3.6 Lessor represents and warrants it has full power andauthority to enter into and perform the terms of this Agreement andthat no consent of any lender, mortgagee, or secured party isnecessary to make it binding and enforceable against the Lessor, itssuccessors and assigns. 3.7 Lessor and Lessee represent and warrant to each other that nobroker brought about this transaction, and each party agrees toindemnify and hold the other harmless from any and all claims of anybroker arising out of or in connection with negotiations of, orentering into of, this Agreement. 3.8 This Agreement shall be binding upon and inure to the benefitof 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 adefense to any obligation under the Lease or this Agreement or makeany claim that the Lease or this Agreement is invalid orunenforceable due to any failure of this document to comply withministerial requirements including, but not limited to, requirementsfor corporate seals, attestations, witnesses, notarizations, orother similar requirements, and each party hereby waives the rightto assert any such defense or make any claim of invalidity orunenforceability due to any of the foregoing.
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     IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands andseals the date and year first above written, and acknowledge one to the otherthat they possess the requisite authority to enter into this transaction and tosign 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