Exhibit 10.31


                           LEASE TERMINATION AGREEMENT
                           ---------------------------

         THIS LEASE TERMINATION AGREEMENT ("Termination Agreement") is made as
of the 7th day of April, 2003 by and between CA-MARINA BUSINESS CENTER LIMITED
PARTNERSHIP, a Delaware limited partnership ("Landlord") and L90, INC., a
Delaware corporation ("Tenant").

                                    RECITALS:

A.      Landlord  (as  successor  in  interest   pursuant  to  conversion   from
        EOP-MARINA  BUSINESS  CENTER,   L.L.C.,  a  Delaware  limited  liability
        company,  as  successor  in interest  pursuant  to merger  with  Spieker
        Properties,  L.P.,  a  California  limited  partnership)  and Tenant are
        parties to that certain lease dated as of October 25, 2000 (the "Lease")
        relating to  approximately  23,729 rentable square feet,  known as Suite
        No. 150 (the "Premises")  located on the first (1st) floor and mezzanine
        level of the building commonly known as Marina Business  Center-Building
        2, located at 4499/4501  Glencoe  Avenue,  Los Angeles,  California (the
        "Building"), all as more particularly described in the Lease.

B.      The Term is  scheduled  to  expire on  December  31,  2005 (the  "Stated
        Expiration  Date"),  and Tenant  desires to terminate the Lease prior to
        the Stated  Expiration Date.  Landlord has agreed to such termination on
        the terms and conditions contained in this Termination Agreement.

        NOW,  THEREFORE,  in consideration of the above recitals,  which by this
reference are incorporated herein, the mutual covenants and conditions contained
herein and other valuable  consideration,  the receipt and  sufficiency of which
are hereby acknowledged, Landlord and Tenant agree as follows:

1.      Retroactively  effective  as of March 31,  2003 (the  "Early  Expiration
        Date") and subject to the  agreements,  representations,  warranties and
        indemnities contained in this Termination Agreement,  including, without
        limitation, payment of the Termination Fee described in Section 7 below,
        the Lease and all obligations and liabilities of Landlord and Tenant are
        terminated  and the Term of the Lease  shall  expire with the same force
        and  effect  as if the Term was,  by the  provisions  thereof,  fixed to
        retroactively expire on the Early Expiration Date.

2.      Retroactively  effective as of the Early  Expiration Date and subject to
        the agreements, representations, warranties and indemnities contained in
        this Termination  Agreement,  Tenant remises,  releases,  quitclaims and
        surrenders to Landlord, its successors and assigns, the Lease and all of
        the estate  and  rights of Tenant in and to the Lease and the  Premises,
        and  subject  to the  provisions  of  Section  8 below,  Tenant  forever
        releases and  discharges  Landlord  from any and all claims,  demands or
        causes of action  whatsoever  against  Landlord  or its  successors  and
        assigns  arising out of or in connection  with the Premises or the Lease
        and forever releases and discharges  Landlord from any obligations to be
        observed  or  performed  by  Landlord  under the  Lease  after the Early
        Expiration Date.

3.      Subject to the agreements,  representations,  warranties and indemnities
        contained in this Termination  Agreement,  Landlord agrees to accept the
        surrender  of the  Lease  and the  Premises  from and  after  the  Early
        Expiration Date and, effective as of the Early Expiration Date, Landlord
        forever releases and discharges Tenant from any and all claims,  demands
        or causes of action  whatsoever  against  Tenant or its  successors  and
        assigns  arising out of or in connection  with the Premises or the Lease
        with  respect to the period of time from and after the Early  Expiration
        Date  and  forever  releases  and  discharges  Tenant  from  any and all
        liabilities and obligations to be observed and performed by Tenant under
        the Lease  after the Early  Expiration  Date,  provided  that Tenant has
        satisfied,  performed and fulfilled all of the  agreements  set forth in
        this  Termination  Agreement,   and  each  of  the  representations  and
        warranties set forth in Section 6 below are true and correct.

4.      With respect to the  releases  set forth in Sections 2 and 3 above,  the
        parties acknowledge that they have been advised by legal counsel and are
        familiar with the provisions of California Civil Code Section 1542 which
        provides as follows:

        "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
        KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR  AT THE TIME OF


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        EXECUTING  THE  RELEASE,  WHICH IF KNOWN BY HIM,  MUST  HAVE  MATERIALLY
        AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

        THE  UNDERSIGNED,  BEING AWARE OF SAID CODE  SECTION,  HEREBY  EXPRESSLY
        WAIVE ALL RIGHTS THEY MAY HAVE THEREUNDER, AS WELL AS ANY OTHER STATUTES
        OR COMMON LAW  PRINCIPLES OF SIMILAR  EFFECT  PERTAINING TO THE RELEASES
        SET FORTH HEREIN.

5.      On or prior to the Early Expiration Date, Tenant shall:

        (a)    Fulfill all covenants and  obligations  of Tenant under the Lease
               applicable  to the  period  prior  to  and  including  the  Early
               Expiration Date.

        (b)    Completely  vacate and  surrender  the  Premises  to  Landlord in
               accordance  with the  terms  of the  Lease.  Without  limitation,
               Tenant  shall  leave  the  Premises  in a  broom-clean  condition
               (ordinary  wear  and  tear  excepted)  and  free  of all  movable
               furniture and equipment, except as set forth in Section 10 below)
               and  shall  deliver  the  keys to the  Premises  to  Landlord  or
               Landlord's   designee.   Notwithstanding  any  provision  to  the
               contrary,  Tenant shall not be required to remove any Alterations
               (as defined in the Lease).

6.      Tenant  represents and warrants that (a) Tenant is the rightful owner of
        all of the Tenant's  interest in the Lease;  (b) Tenant has not made any
        disposition,  assignment,  sublease,  or  conveyance  of  the  Lease  or
        Tenant's  interest  therein;  (c) Tenant has no knowledge of any fact or
        circumstance  which  would give rise to any claim,  demand,  obligation,
        liability,  action or cause of action  arising  out of or in  connection
        with Tenant's  occupancy of the Premises;  (d) no other person or entity
        has an interest in the Lease, collateral or otherwise; and (e) there are
        no outstanding contracts for the supply of labor or material and no work
        has been done or is being  done in, to or about the  Premises  which has
        not been fully paid for and for which appropriate  waivers of mechanic's
        liens have not been obtained. The foregoing  representation and warranty
        shall  be  deemed  to be  remade  by  Tenant  in  full  as of the  Early
        Expiration Date.

7.      On or before the date of this Termination Agreement, Tenant shall pay to
        Landlord,   the  sum  of  $1,210,278.59  (the  "Termination  Fee").  The
        Termination  Fee shall be paid to Landlord as follows:  (a) on or before
        the date of this Termination Agreement, Tenant shall pay to Landlord, by
        cashier's  or  certified  check  or  by  wire  transfer  of  immediately
        available  funds  to an  account  designated  by  Landlord,  the  sum of
        $850,000.00,  plus  (b)  on or  before  the  date  of  this  Termination
        Agreement and subject to the following  paragraph,  the Letter of Credit
        as set forth in  Section 9 below  shall be applied  by  Landlord  to the
        Termination Fee.  Notwithstanding anything in this Termination Agreement
        to the contrary,  Tenant shall remain liable for all of its  obligations
        as  Tenant  under  the  Lease  arising  prior  to the  Expiration  Date,
        including,  without  limitation,  all  past  due  Rent  (Base  Rent  and
        Additional Rent), and all year-end  adjustments with respect to Tenant's
        Proportionate  Share  of  Operating  Expenses  for that  portion  of the
        calendar  year up to and  including  the  Early  Expiration  Date.  Such
        adjustments  shall be paid at the time,  in the manner and  otherwise in
        accordance  with the  terms of the  Lease,  unless  otherwise  specified
        herein.

        Tenant shall diligently cooperate with Landlord to facilitate Landlord's
        draw on the full amount of the Letter of Credit.  Such  cooperation  may
        include, but not be limited to, the obligation to execute such documents
        as may be required to permit Landlord to draw on the Letter of Credit as
        provided herein.  Notwithstanding  anything to the contrary contained in
        the Lease or this Termination Agreement with respect to Landlord's right
        to apply the  Security  Deposit  and/or  draw on the  Letter of  Credit,
        Tenant  agrees that in the event the bank which has issued the Letter of
        Credit refuses to accept Landlord's draw request or such draw request is
        not  processed or approved  for any reason,  then in lieu of the draw on
        such  Letter of  Credit,  Tenant  shall pay to  Landlord  within one (1)
        business day following the date of such refusal or failure to process or
        approve  Landlord's draw request,  by cashier's or certified check or by
        wire transfer of immediately available funds to an account designated by
        Landlord,  the sum of $360,278.59.  In the event the Tenant fails to pay
        Landlord the Termination Fee pursuant to this Termination Agreement when
        due, then at Landlord's sole option, this Termination Agreement shall be
        null and void and of no force and effect and the Term of the Lease shall
        be as stated in the Lease,  without  giving  effect to this  Termination
        Agreement.


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<PAGE>


                                                                    312.466.3300
                                                                FAX 312.454.0332
                                                     http://www.equityoffice.com


        WIRE TRANSFER INSTRUCTIONS.
        --------------------------

                               Bank Name:    PNC BANK
                        Bank City & State:   PITTSBURGH, PA
                             Bank ABA #:     043-000-096
          Account Name:   EOP Operating Limited Partnership Wire Account
                              Account #:     1011575402
                        Reference:   Marina Business Center
                  For Credit: L90, INC., a Delaware corporation
                      Contact: Danielle R. Nix 312.466.3819


8.      Section  10.3 of the Lease shall  survive the  termination  of the Lease
        pursuant to this Termination Agreement.

9.      SECURITY  DEPOSIT.  Under the terms of the Lease,  Tenant has  deposited
        with Landlord the sum of  $750,000.00 in the form of that certain letter
        of credit dated October 27, 2000,  as amended on November 22, 2000,  and
        drawn on City National Bank (the "Letter of Credit") as security for the
        performance  of  Tenant's  obligations  under the Lease  (the  "Security
        Deposit").  As of January,  2003, the Letter of Credit was reduced by an
        amount  equal  to  $154,477.15   (for   satisfaction  of  Tenant's  Rent
        obligations for the Premises for the period  beginning  November 1, 2002
        and ending  December  31,  2002),  as of March 31,  2003,  the Letter of
        Credit  was  further  reduced  by an amount  equal to  $235,244.27  (for
        satisfaction  of Tenant's  Rent  obligations  for the  Premises  for the
        period beginning January 1, 2003 and ending March 31, 2003).  Therefore,
        the  remaining  balance  of  the  Letter  of  Credit  in the  amount  of
        $360,278.58  shall be made a part of the Termination Fee as set forth in
        Section 7 above.

10.     EXISTING FURNITURE,  FIXTURES AND EQUIPMENT.  Retroactively effective as
        of the Early  Expiration  Date,  Tenant  shall  convey to  Landlord  the
        furniture,  fixtures and equipment located in the Premises, as listed on
        Exhibit A (such items are referred to herein as the  "Existing FF & E").
        Tenant  shall  convey the  Existing FF & E to Landlord  pursuant to that
        certain Bill of Sale attached hereto as Exhibit B. In  consideration  of
        Tenant's execution of the Bill of Sale, Landlord shall pay to Tenant the
        sum of $10.00.

11.     Equity Office Properties  Management Corp.  ("EOPMC") is an affiliate of
        Landlord  and  represents  only the  Landlord in this  transaction.  Any
        assistance rendered by any agent or employee of EOPMC in connection with
        this Lease or any subsequent  amendment or modification  hereto has been
        or will be made as an  accommodation  to Tenant solely in furtherance of
        consummating the transaction on behalf of Landlord, and not as agent for
        Tenant.

12.     Each signatory of this Termination  Agreement  represents hereby that he
        or she has the  authority  to execute  and deliver the same on behalf of
        the party hereto for which such signatory is acting.

13.     This  Termination  Agreement  shall be  binding  upon  and  inure to the
        benefit of Landlord and Tenant and their respective successors,  assigns
        and related entities.

      {SIGNATURE BLOCKS FOR LANDLORD AND TENANT ARE ON THE FOLLOWING PAGE}



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<PAGE>




        IN WITNESS  WHEREOF,  Landlord and Tenant have executed this Termination
Agreement on the day and year first above written.


                          LANDLORD:

                          CA-MARINA  BUSINESS  CENTER  LIMITED  PARTNERSHIP,   a
                          Delaware limited partnership

                          By:  EOM GP,  L.L.C.,  a  Delaware  limited  liability
                               company, its general partner

                               By:   Equity   Office   Management,   L.L.C.,   a
                                     Delaware  limited  liability  company,  its
                                     non-member manager

                                     By:
                                            --------------------------

                                     Name:
                                            --------------------------

                                     Title:
                                            --------------------------



                          TENANT:

                          L90, INC., a Delaware corporation

                          By:
                                  -----------------------------

                          Name:
                                  -----------------------------

                          Title:
                                  -----------------------------



                          -----------------------------
                          Tenant's FEIN








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                                    EXHIBIT A

                                 EXISTING FF & E
                                 ---------------


10      Stations 6' high, gray cloth workstations w/2 overhead bookshelves,
        2 drawer file cabinet

56      Turnstone portable 2 drawer gray metal file cabinets w/black upholstered
        top

1       6' pine desk

60      Steelcase "L" shaped desks w/pole legs (particle board top)

47      Assorted cloth swivel secretarial chairs

5       Anderson gray 4 drawer lateral file cabinets

6       Assorted 5 drawer lateral file cabinets

16      Assorted 2 drawer lateral file cabinets

1       8 drawer lateral file cabinets

11      Turnstone swivel multicolor upholstery secretarial chairs

Assorted misc. items



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                                    EXHIBIT B

                                  BILL OF SALE
                                  ------------

        Seller, L90, INC., a Delaware corporation, having its principal place of
business at 4499/4501 Glencoe Avenue, Los Angeles,  California, in consideration
of $10.00 and other valuable  consideration,  receipt and sufficiency whereof is
hereby acknowledged,  does hereby sell, assign,  transfer and set over to Buyer,
CA-MARINA BUSINESS CENTER LIMITED  PARTNERSHIP,  a Delaware limited partnership,
the personal property described on Schedule 1 attached hereto (collectively, the
"Personal  Property") located in, or otherwise  servicing,  Suite No. 150 on the
first  (1st)  floor  of  the  building   commonly   known  as  Marina   Business
Center-Building 2, located at 4499/4501 Glencoe Avenue, Los Angeles, California.

        Seller  hereby  represents  and  warrants  to Buyer  that  Seller is the
absolute owner of said Personal  Property,  that said Personal  Property is free
and clear of all  liens,  charges  and  encumbrances,  and that  Seller has full
right,  power and authority to sell said Personal Property and to make this bill
of  sale.   All   warranties  of  quality,   condition,   fitness  of  use,  and
merchantability  are hereby excluded and Buyer accepts the Personal  Property in
its "as is" / "where is" condition.

        If this bill of sale is signed by more than one  person,  all persons so
signing shall be jointly and severally bound hereby.

        IN WITNESS WHEREOF, Seller has caused this bill of sale to be signed and
sealed in its name by its officers  thereunto  duly  authorized  this ___ day of
April, 2003.





                        SELLER:

                        L90, INC., a Delaware corporation

                        By:
                              -----------------------------

                        Name:
                              -----------------------------

                        Title:
                              -----------------------------





State of
               -------------------------

County of
               -------------------------


        I,                                                                 ,   a
          -----------------------------------------------------------------
notary public in and for said County, in the State aforesaid,  DO HEREBY CERTIFY
that                                                                  personally
     --------------------------- ------------------------------------
known to me to be the same person            whose name            is subscribed
                                  ----------            ----------
to  the  foregoing  instrument,  appeared  before  me  this  day in  person  and
acknowledged  that       he               signed,  sealed and delivered the said
                  -----     -------------
instrument as       free and voluntary  act, for the uses and purposes  therein
              -----
set forth.

        GIVEN under my hand and official seal, this      day of         , 20  .
                                                    ----        --------    --

                                          --------------------------------------
                                          Notary Public

                                          Commission expires         , 20  .
                                                             --------    --



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                                   SCHEDULE 1

                            LIST OF PERSONAL PROPERTY
                            -------------------------



12      Stations 6' high, gray cloth workstations w/2 overhead bookshelves,
        2 drawer file cabinet

57      Turnstone portable 2 drawer gray metal file cabinets w/black upholstered
        top

2       6' pine desk

61      Steelcase "L" shaped desks w/pole legs (particle board top)

48      Assorted cloth swivel secretarial chairs

7       Anderson gray 4 drawer lateral file cabinets

8       Assorted 5 drawer lateral file cabinets

17      Assorted 2 drawer lateral file cabinets

2       8 drawer lateral file cabinets

13      Turnstone swivel multicolor upholstery secretarial chairs

Assorted misc. items







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