Exhibit 10.1


 


SUBLEASE (this “Sublease”), dated as of
May 2, 2005, by and between MONSTER WORLDWIDE, INC.
f/k/a TMP  WORLDWIDE INC., having an office at 622 Third Avenue, 39th
Floor, New York, New York 10017 (“Sublandlord”), and GECKO INC., a New Jersey corporation,
having an address at 7800 West Brown Deer Road, Milwaukee, Wisconsin 53223 (“Subtenant”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, pursuant to a Lease Agreement (“Original
Lease”) by and between IRET-Brown Deer, LLC, successor to 78th
and Brown Deer Operating Associates, Limited Partnership, its successors and/
or assigns, a (collectively, “Landlord”), as landlord, and Sublandlord,
as tenant, dated March 18, 2002 (the Original Lease, as the same has been
or may hereafter be amended from time to time, the “Master Lease”),
Landlord did demise and let unto Sublandlord, and Sublandlord did hire and take
from Landlord, certain premises on the first floor, as more particularly
identified in the Master Lease (collectively, the “Leased Premises”), in
a building known as and by the street address of 7800 West Brown Deer Road,
Milwaukee, Wisconsin 53223 (the “Building”); and


 


WHEREAS, Subtenant acknowledges and represents
that it has received and reviewed the Master Lease, a current copy of which is
attached hereto as Exhibit A and that it is familiar with all the
terms and conditions thereof; and


 


WHEREAS, Sublandlord wishes to sublet to
Subtenant, and Subtenant desires to hire and rent from Sublandlord a portion of
the Leased Premises more particularly shown on Exhibit B attached hereto
(the “Premises”), and Subtenant is desirous of hiring and taking the
Premises from Sublandlord, upon the terms, covenants and conditions hereinafter
set forth;


 


NOW, THEREFORE, in consideration of the mutual
covenants and promises herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Sublandlord and Subtenant hereby agree as follows:


 


1.                                       TERM.  Sublandlord hereby subleases to Subtenant,
and Subtenant hereby hires from Sublandlord, the Premises for the purposes
permitted in Section 8 of the Master Lease for a term commencing on the
later of (i) the date the parties hereto execute and deliver this Sublease,
(ii) the date the Landlord consents to this Sublease in writing as set
forth in paragraph 16 of this Sublease, and (iii) May 2,
2005  (such later date being the “Commencement
Date”), and ending, unless sooner terminated pursuant to any of the
provisions of the Master Lease, this Sublease or pursuant to applicable law, on
October 31, 2005 at 5:00 p.m. E.S.T. (“Expiration Date”), upon the
terms and conditions set forth in this Sublease.  If for any reason the term of the Master
Lease is terminated prior to the Expiration Date, this Sublease shall thereupon
be terminated automatically, and Sublandlord shall not be liable to Subtenant
by reason thereof unless said termination shall have been effected solely
because of, or shall have resulted solely from, the breach or default of
Sublandlord under the Master Lease with respect to an obligation not assumed by
Subtenant under this Sublease.  In such
event, the Rent (hereinafter defined) for the month in which such termination
occurs shall be pro-rated based on the actual number of days in such month
unless such termination was the result of a default by Subtenant hereunder.


 





















 


2.                                       BASE
RENT.  Subtenant shall pay to
Sublandlord as and for a monthly base rent (“Base Rent”) for the
Premises $6,000.00, payable in advance and without notice or demand, commencing
on the earlier of (i) the Commencement Date, or (ii) the date Subtenant
commences business in the Premises (such earlier date being the “Rent
Commencement Date”) and on or prior to the first day of each month during
the term of this Sublease, except that Subtenant shall pay to Sublandlord the
first full monthly installment with Subtenant’s execution and return of this
Sublease.  The Base Rent includes all of
the services provided by Landlord under the Master Lease, including, without
limitation, Exhibit D-1 of the Master Lease (which includes janitorial
services) and security services to the extent provided by Landlord, and use of
existing copiers, conference rooms, mail room and coffee service and all other
services provided to the Premises on or prior to the date hereof.


 


3.                                       ADDITIONAL
RENT.


 


(a)                                  In
addition to the Base Rent set forth above, commencing on the Rent Commencement
Date, Subtenant shall pay to Sublandlord as additional rent (“Additional
Rent”), the following:


 


(i)                                     additional
rent equal to 100% of any and all additional rent payable by Sublandlord under
any provisions of the Master Lease (other than Base Rent and Additional Rent
payable thereunder) to the extent the same relates to the Premises or is
incurred by Subtenant;


 


(ii)                                  the
cost of any additional services or materials requested of Landlord by or on
behalf or at the request of Subtenant; and


 


(iii)                               any
other amounts payable by Subtenant pursuant to the provisions of this Sublease.


 


(b)                                 The
aforesaid Additional Rent shall be payable by Subtenant to Sublandlord within
ten (10) business days after presentation by Sublandlord to Subtenant of the
bills therefor, whether issued during or after the term of this Sublease.  This paragraph 3 shall survive the
expiration or earlier termination of this Sublease.


 


(c)                                  Base
Rent and Additional Rent is referred to in this Sublease collectively as “Rent”.


 


4.                                       PAYMENT
OF RENT.  All Rent shall be paid to
Sublandlord, or as Sublandlord may direct by notice to Subtenant, in lawful
money of the United States of America which shall be legal tender for payment
of all debts and dues, public and private, at the time of payment, without any
abatement, deduction, set-off or counterclaim whatsoever.  Sublandlord shall have the same remedies for
default in the payment of Additional Rent as for default in the payment of Base
Rent.  Rent shall be paid to Sublandlord
at the following address, or to such other address as Sublandlord shall notify
Subtenant in writing:


 


Payments Via Ordinary
Mail:


P.O. Box 34643


Newark, New Jersey
07189-4643


 


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Payments Via Courier:


Fleet Wholesale Lockbox


Attention:  Monster Worldwide/#34643


55 Challenger Road, 2nd
Floor


Ridgefield Park, New
Jersey 07660


Telephone:  800.315.4107, ext 6836


 


5.                                       CONDITION
OF PREMISES.


 


(a)                                  The
Premises are hereby sublet and shall be delivered to Subtenant “as-is” on the
date hereof.  The execution and delivery
of this Sublease by Subtenant shall be conclusive evidence that the Subtenant
has inspected the Premises and found them to be satisfactory for Subtenant’s
occupancy as of the date of this Sublease.


 


(b)                                 Neither
Sublandlord nor Sublandlord’s agents or representatives have made any
representations, warranties or promises with respect to the condition, quality,
permitted use, restrictions, value or adequacy of the Premises and no rights,
easements or licenses are granted by Sublandlord or acquired by Subtenant, by
implication or otherwise, except as expressly set forth in this Sublease.


 


6.                                       RIGHTS
OF SUBTENANT.  Subtenant shall be
entitled to the benefit of all of the obligations of Landlord pursuant to the
Master Lease with respect to the Building (other than the Leased Premises not
included in the Premises) and the Premises including but not limited to
Landlord’s obligations to repair and restore and provide or render work and
services, if any, and Subtenant acknowledges and agrees that such obligations
are and shall be the responsibility of Landlord and not those of
Sublandlord.  In the event Landlord shall
fail or refuse to comply with any of the terms of the Master Lease affecting
the Premises or the use or occupancy thereof by Subtenant or anyone claiming
by, under or through Subtenant, Subtenant may notify Sublandlord, and
Sublandlord, at Subtenant’s request, shall take any action reasonably requested
by Subtenant in accordance with the Master Lease to enforce the provisions of
the Master Lease against Landlord, all at Subtenant’s cost and expense.
Subtenant shall have no claim against Sublandlord by reason of Landlord’s
failure or refusal to comply with any of the terms of the Master Lease.  This Sublease shall remain in full force and
effect notwithstanding Landlord’s failure or refusal to comply with any of the
terms of the Master Lease, and Subtenant shall pay the Rent provided in this
Sublease without any abatement, deduction, set-off or counterclaim whatsoever,
Subtenant’s sole remedy being the right to have Sublandlord enforce the
provisions of the Master Lease against Landlord at Subtenant’s cost as set
forth above.  Subtenant shall look solely
to Landlord (i) to provide any and all services and utilities required to
be provided by Landlord under the Master Lease, (ii) to make any of the
repairs or restorations that Landlord has agreed to make under the Master
Lease, (iii) to comply with any laws or requirements of public authorities with
which Landlord has agreed in the Master Lease to comply, and (iv) to take any
action with respect to the operation, administration, or control of the
Building or any of its public or common areas that the Landlord has agreed in
the Master Lease to take; and Subtenant shall not, under any circumstances,
seek to require or require Sublandlord to provide any of such services or
utilities, make such repairs or restorations, comply with such laws or requirements,
or take such action, nor shall Subtenant make any claim upon Sublandlord for
any damages, costs 


 


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or expenses which arise by reason of the negligence,
whether by omission or commission, or intentional, willful or tortious acts of
Landlord.  Furthermore, Sublandlord shall
have no liability to Subtenant by reason of any inconvenience, annoyance,
interruption or injury to business or operations arising from Landlord’s making
any repairs, alterations or changes which Landlord is required or permitted by
the Master Lease, or required by law, to make in or to any portion of the
Building and/or the Premises, or in or to the fixtures, equipment or
appurtenances of the Building and/or the Premises.


 


7.                                       REMEDIES.  In addition to such rights and remedies as it
may have pursuant to applicable law, if Subtenant shall default under this
Sublease, Sublandlord shall have against Subtenant all of the rights and
remedies granted to Landlord pursuant to the Master Lease in the event of a
default by Sublandlord, as tenant under the Master Lease.  In addition to the other rights Sublandlord
may have under the Master Lease (as incorporated in this Sublease), this
Sublease or pursuant to applicable law, if Subtenant shall fail to timely
perform any of its obligations under this Sublease, then Sublandlord shall have
the right, but not the obligation, without notice to Subtenant in a case of
emergency and otherwise after ten (10) business days notice to Subtenant,
without waiving or releasing Subtenant from any obligations hereunder, to
perform any such obligation of Subtenant in such manner and to such extent as
Sublandlord shall reasonably deem necessary. 
Subtenant shall pay to Sublandlord upon demand any and all costs incurred
by Sublandlord in so doing, including, without limitation, attorneys’ fees and
costs, together with interest thereon (compounded monthly) at a rate of
interest equal to the lesser of twelve percent (12%) per annum or the highest
legal rate from the date such costs were incurred until the date Sublandlord is
reimbursed.


 


8.                                       PROVISIONS
OF THE MASTER LEASE.


 


(a)                                  This
Sublease is in all respects subject to the terms and conditions of the Master
Lease.  Except as otherwise provided in
this Sublease, the terms, provisions, covenants, stipulations, conditions,
rights, obligations, remedies and agreements contained in the Master Lease are
incorporated in this Sublease by reference and are made a part hereof as if
herein set forth at length and each and every provision, term, condition and
covenant of the Master Lease binding upon or inuring to the benefit of Landlord
thereunder shall, in respect of this Sublease, bind or inure to the benefit of
Sublandlord against Subtenant, and each provision of the Master Lease binding
upon or inuring to the benefit of Sublandlord, as tenant thereunder shall, in
respect of this Sublease, bind or inure to the benefit of Subtenant against
Sublandlord, with the same force and effect as though those provisions were
completely set forth in this document. 
For the purpose of incorporation by reference of provisions of the
Master Lease into this Sublease, the words “Lessor” or “Landlord” or “Owner”
(whether or not capitalized) wherever used in the Master Lease, shall be
construed to mean “Sublandlord” and the words “Lessee” or “Tenant” (whether or
not capitalized) wherever used in the Master Lease shall be construed to mean “Subtenant”,
and the words “Premises” or “Demised Premises” (whether or not capitalized), or
words of similar import, wherever used in the Master Lease, 


 


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shall be construed to mean “Premises” as defined in
this Sublease, the words “Agreement”, “lease”, “Lease”, or words of similar
import, wherever they appear in the Master Lease, shall be construed to mean
this Sublease, the word “rent” and words of similar import, wherever used in
the Master Lease, shall be construed to mean the Rent payable under this
Sublease, the words “term”, “Commencement Date” and “Expiration Date”, or words
of similar import, wherever used in the Master Lease, shall be construed to
mean, respectively, the term of this Sublease and the dates set for the
beginning and the end of the term of this Sublease, and the words “sublease”, “sublet”
or “subtenant”, or words of similar import, wherever used in the Master Lease,
shall be construed to refer to sub-subleases, sub-sublettings and
sub-subtenants, respectively, and any prohibitions on assignment of the Master
Lease by Sublandlord, as tenant under the Master Lease, shall be deemed to
prohibit Subtenant from assigning this Sublease.  To the maximum extent possible, the
provisions of the Master Lease incorporated by reference into this Sublease
shall be construed as consistent with and complementary to the other provisions
of this Sublease, but in the event of any inconsistency, those provisions of
this Sublease not incorporated by reference from the Master Lease shall
control.   Subtenant covenants and agrees
to perform and observe on behalf and for the benefit of Landlord, and to be
bound by, all terms, covenants, obligations and conditions of the Master Lease
and the use thereof except, however, that Subtenant shall not be obligated to
pay the monthly rent or additional rent reserved under the Master Lease (except
as set forth in paragraph 3 of this Sublease).  Notwithstanding anything in this Sublease to
the contrary, Subtenant covenants and agrees not to do or commit or suffer to
be done or committed or fail to do any acts or things, or create or suffer to
be created, any conditions that might create or result in a default or breach
on the part of Sublandlord under any of the terms, covenants or conditions of
the Master Lease or render Sublandlord liable for any charge, cost or expense
thereunder.


 


(b)                                 Notwithstanding
anything in this Sublease to the contrary, for purposes of incorporation by
reference into this Sublease, the following provisions of the Master Lease are
deemed deleted from the Master Lease and are expressly not incorporated into
this Sublease, except as otherwise provided below in this subsection (b):


 


Sections 1; 2(b), (d), (f), (g), (h), (o) and (q);
6(e), (f), (g), (h), (i), (j), (k); 13(b); 19(a), 30(c), 30(d), 30(n), 31,
32(g), 34, 35, 36, 37, 38, 39, 40, 42, Exhibits B, E(9) (the
following portions of the last line only: “in excess of the Construction
Allowance (as hereinafter defined)” and (10), F and G.


 


For purposes of the following provisions of the Master
Lease, the term “Landlord,” as used therein, shall mean Landlord only and not
Sublandlord:  Section 10 (final
sentence only); 11 (to the extent the “Landlord” therein is required to furnish
any work or services pursuant thereto; 12(a); 12(c) (the final sentence only);
14(A)(ii and iv); 14(C); 15(B); 16 (to the extent the “Landlord” therein is
required to repair or restore; Exhibits D-1 and D-2.


 


(c)                                  In
order to facilitate the coordination of the provisions of this Sublease with
those of the Master Lease, the time periods contained in the provisions of the
Master Lease that are incorporated by reference into this Sublease and for
which the same action must be taken under both the Master Lease and this
Sublease (such as, for example and without limitation, the time period for the
curing of a default under this Sublease that is also a default under the Master
Lease, or for the response to a request by Subtenant to Sublandlord which also
requires Landlord’s consent), are changed for the purpose of incorporation by
reference by shortening or lengthening, as appropriate, that period in each
instance by three (3) days such that in each instance Subtenant shall have that
much less time to observe or perform hereunder than Sublandlord has, as the
tenant under the Master Lease, and Sublandlord shall have that much


 


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more time to observe, perform, consent, approve, or
otherwise act hereunder than Landlord has under the Master Lease.


 


9.                                       INSURANCE.


 


(a)                                  Subtenant
shall, at its expense, obtain and keep in force and effect during the term of this
Sublease such insurance as is required to be carried by Sublandlord as tenant
under the Master Lease, to the extent applicable to the Premises.  Such insurance shall name Sublandlord,
Landlord and such other persons as Sublandlord shall reasonably designate as
additional insureds.


 


(b)                                 On
or prior to the date Subtenant first enters into the Premises (whether or not
for the commencement of its ordinary business in the Premises), Subtenant shall
deliver to Sublandlord appropriate certificates of insurance, including
evidence of the waiver of subrogation required pursuant to Section 14(B)
of the Master Lease and covering Subtenant’s contractual indemnity pursuant to paragraph
10 of this Sublease, and the insurance required to be carried by Subtenant
pursuant to this paragraph 9. 
Evidence of each renewal or replacement of a policy shall be delivered
to Sublandlord at least thirty (30) days prior to the expiration of such
policy.


 


10.                                 INDEMNITY.  In addition to any indemnification provisions
incorporated herein from the Master Lease, Subtenant shall indemnify Landlord
and Sublandlord, and Landlord’s and Sublandlord’s respective members,
directors, officers, shareholders, employees, agents, lenders and managing
agents (“Sublandlord Indemnified Parties”) against, and hold the
Sublandlord Indemnified Parties harmless from, all claims, damages, losses,
liabilities, costs and expenses (including attorneys’ fees and disbursements
and court costs) which any of the Sublandlord Indemnified Parties may incur, pay
or be subject to by reason of (i) the non-performance or non-observance by
Subtenant of the terms, covenants, obligations and conditions of this Sublease
or the Master Lease (as applicable to Subtenant); (ii) any work done or
improvements made in or to the Premises by or on behalf of Subtenant, and (iii)
any tortious act or negligence on the part of Subtenant, its agents,
contractors, servants, employees, invitees or licensees, and any claims made or
damages suffered or incurred as a result of Subtenant’s or its agents,
contractors, servants, employees, invitees or licensees, occupancy of the
Premises and/or the Building.


 


11.                                 BROKER.  Subtenant and Sublandlord hereby represent
and warrant to each other that neither has dealt with any broker or real estate
agent in connection with this Sublease. 
Subtenant and Sublandlord hereby agree to indemnify, defend and hold the
other harmless from and against any and all claims, losses, liabilities, costs
and expenses (including reasonable attorneys’ fees and disbursements), resulting
from any claims that may be made against the other by any brokers, agents or
persons claiming a commission, fee or other compensation by reason of this
Sublease, if the same shall arise or result or claim to arise or result by,
through or on account of any act of the Subtenant or Sublandlord, as the case
may be.


 


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12.                                 SUBORDINATION.  This Sublease is subject and subordinate to
the Master Lease as well as to all of the instruments and matters to which the
Master Lease is subordinate.


 


13.                                 NOTICES.  Any notice or other communication by either
party to the other relating to this Sublease (other than a bill or statement
for Rent due sent by Sublandlord, provided that this provision shall not be
deemed to require Sublandlord to send any bill or statement of Rent due) shall
be in writing and shall be deemed to have been duly given upon receipt when
delivered to the recipient party in person (against signed receipt) or three
(3) days after being mailed by United States Registered or Certified Mail,
return receipt requested, postage prepaid, or the next business day when sent
by nationally recognized overnight courier regularly maintaining a record of
receipt, and addressed: (a) if to Sublandlord, at the address hereinabove set
forth, Attention:  General Counsel and
Director of Real Estate, with a copy sent in the same manner to Mr. Michael
Ippolito, Newmark & Company Real Estate, Inc., 125 Park Avenue, New York,
New York 10017, and to Edwards & Angell, LLP, 750 Lexington Avenue, New
York, New York, 10022, Attention: Kevin C. George, Esq. or (b) if to Subtenant,
at the address hereinabove set forth. 
Either party may by notice to the other party designate a different address
within the United States to which notices shall be sent.


 


14.                                 ASSIGNMENT
AND SUBLETTING.  In addition to any
restrictions on subleasing and/or assigning set forth in the Master Lease and
incorporated into this Sublease by reference, Subtenant expressly covenants and
agrees that it shall not assign, mortgage, pledge or encumber this Sublease nor
sublet the Premises or any part thereof, nor suffer or permit the Premises or
any part thereof to be used or occupied by others, except with the prior
written consent of Landlord and of Sublandlord. 
If this Sublease be assigned, or if the Premises or any part thereof be
sublet or occupied by anyone other than Subtenant, Sublandlord may, after
default by Subtenant, collect rent from the assignee, subtenant or occupant,
and apply the net amount collected to the Rent reserved in this Sublease, but
no such assignment, subletting, occupancy, or collection by Sublandlord shall
be deemed a waiver of the covenant set forth above or the acceptance of the
assignee, subtenant or occupant as subtenant or a release of Subtenant from the
further performance by Subtenant of covenants and agreements on the part of
Subtenant contained in this Sublease.


 


15.                                 HOLDOVER.  Subtenant expressly assumes the obligations
of Sublandlord to Landlord in the event possession of the Premises is not
surrendered at the Expiration Date or sooner termination of the term of this
Sublease, including, without limitation, the payment to Sublandlord of the
greater of 150% of the Base Rent and Additional Rent (each as defined in the
Master Lease) payable under the Master Lease for the month prior to such
termination or the then prevailing rental rate for space similar to the Leased
Premises, as set forth in Section 26 of the Master Lease, as well as
payment to Landlord of any damages and costs, including, without limitation,
attorney’s fees, payable by Sublandlord as a result thereof.


 


16.                                 CONSENT
OF LANDLORD.  This Sublease is
subject to the written consent of Landlord, and notwithstanding the execution
of this Sublease by the parties hereto, the term of this Sublease shall not
commence until Landlord consents in writing hereto.  Sublandlord shall use reasonable efforts to
obtain the consent of Landlord to this Sublease, provided that Sublandlord
shall not be required to pay any fee or cost to obtain same or commence any
action or proceeding.  Subtenant agrees
to provide to Landlord promptly, any financial information of 


 


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Subtenant requested by Landlord in connection with the
issuance of such consent or evaluation of Subtenant.


 


17.                                 ENTIRE
AGREEMENT/SUBLANDLORD’S CONSENT. 
This Sublease contains the entire agreement between the parties relating
to the subject matter hereof and supersedes all prior negotiations,
conversations, correspondence and agreements. There are no representations or
warranties that are not set forth herein. No waiver, modification or
termination of this Sublease or any portion thereof shall be valid or effective
unless in writing signed by the parties hereto. In any instance in which
Sublandlord is required by any provision of this Sublease or applicable law not
unreasonably to withhold consent or approval, Subtenant’s sole remedy if
Sublandlord unreasonably withholds such consent or approval shall be an action
for specific performance or injunction requiring Sublandlord to grant such
consent or approval, all other remedies which would otherwise be available
being hereby waived by Subtenant.


 


18.                                 SUCCESSORS
AND ASSIGNS.  The terms, conditions
and covenants of this Sublease shall be binding on and inure to the benefit of
Sublandlord and Subtenant and their respective successors, and except as
otherwise provided in this Sublease, their assigns.


 


19.                                 GOVERNING
LAW.  This Sublease shall be governed
by and construed in accordance with the laws of the State of Wisconsin as if it
were a contract negotiated, entered into and wholly performed within the State
of Wisconsin.


 


20.                                 COUNTERPARTS.
This Sublease may be executed in any number of counterparts and/or by
facsimile, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument, binding on the
parties as if all parties had signed one document on the same signature page,
and the signature of any party to any counterpart shall be deemed a signature
to, and may be appended or attached to, any other counterpart by Sublandlord.


 


21.                                 NO
OFFER. The submission of this Sublease is not and shall not be deemed an
offer.  This Sublease is submitted to
Subtenant for its review and discussion purposes only and Sublandlord shall not
be bound unless and until Sublandlord shall execute and deliver a copy of this
Sublease to Subtenant.


 


22.                                 PARKING.  Subtenant shall be entitled to its
proportionate share of the parking spaces at the Building to which Sublandlord
is entitled under the Master Lease, at no additional cost.


 


23.                                 FURNITURE.
In consideration of the mutual covenants and obligations under this Sublease,
and provided Subtenant is not in default under this Sublease, Sublandlord
hereby grants to Subtenant a license (“License”) to use and have the
benefit of the workstations and other furniture and equipment currently located
in the Premises more particularly described on Exhibit C attached hereto (“Furnishings”),
for the term of this Sublease and at no additional cost to Subtenant.  The Furnishings are provided to Subtenant “as
is” and “where is” and Sublandlord makes no representation or warranty with
respect to such Furnishings, including, without limitation, fitness for a
particular purpose.  Subtenant shall not
remove the Furnishings from the Premises and Subtenant shall maintain the
Furnishings in good order and repair. 
Subtenant shall


 


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make the Furnishings available to Sublandlord, not later
than the Expiration Date of this Sublease or the earlier termination of this
Sublease.  Subtenant shall deliver the
Furnishings to Sublandlord in the same condition and repair as received by
Subtenant, ordinary wear and tear excepted. 
Subtenant hereby releases Sublandlord from all, and shall indemnify and
hold Sublandlord harmless from and against any, losses, liabilities, claims,
damages, and injuries caused by, arising out of or relating to, the use of the
Furnishings by Subtenant or its employees, agents, contractors, Subtenants,
officers or any other person claiming by, through or under Subtenant.  If Subtenant defaults under the terms and
provisions of this Sublease, Sublandlord may, at its option, terminate the
License by notice to Subtenant and upon the effective date of such notice,
Sublandlord may enter into the Premises, and Subtenant hereby grants access to
the Premises to Sublandlord for such purpose, to repossess and remove the
Furnishings from the Premises, all at Subtenant’s sole cost and expense.  Notwithstanding the above, if Subtenant is
required to vacate the Premises (other than due to a default by Subtenant under
this Sublease) prior to the Expiration Date, or prior to the expiration of the
Extension Term (as defined in paragraph 24 (a) below) if Subtenant
timely and properly elects to extend the term of this Sublease in accordance
with paragraph 24 below, then Subtenant shall have an option to purchase
the work stations located in the Premises and listed on Exhibit C
attached hereto for the purchase price of $1.00, and upon payment of such
amount (and any taxes related to such sale) the work stations shall be deemed
transferred to Subtenant and Sublandlord agrees to confirm such transfer by
execution of any bill of sale, without representation or recourse, as may be
reasonably requested by Subtenant.  Such
option shall be exercised, if at all, within ten (10) days of the date
Subtenant is required to vacate the Premises, time being of the essence.


 


24.                                 OPTION
TO EXTEND.


 


(a)                                  Provided
that the conditions set forth in this paragraph 24(a) are
satisfied, Subtenant shall have the right to extend this Sublease for one (1)
successive eighteen (18) month term (the “Extension Term”), such
Extension Term shall commence, if at all, immediately after the expiration of
the initial term of this Sublease on the Expiration Date, and shall end on the
day prior to the eighteen (18) month anniversary of the commencement of the
Extension Term.  The Extension Term shall
be upon all of the terms and conditions of this Sublease (other than this paragraph 24(a)),
including, without limitation, the payment of all Rent payable hereunder during
the Extension Term.  The Base Rent for
the Extension Term shall be $6,000.00 per month for the initial six (6) months
of the Extension Term, and then shall increase to $6,350.00 for the balance of
the Extension Term, and Subtenant shall continue to pay all Additional Rent
payable hereunder.  Subtenant’s right to
extend the term of this Sublease and exercise any option to extend set forth in
this paragraph is subject to and contingent upon the full and complete
satisfaction by Subtenant of each of the following conditions:


 


(i)                                     Subtenant
shall notify (“Extension Notice”) Sublandlord, time being of the essence, not
later than 30 days prior to the Expiration Date, that it desires to extend the
term of this Sublease.  If Subtenant
fails to notify Sublandlord by such date, time being of the essence, Subtenant’s
option to extend this Sublease shall be deemed null and void and of no further
force or effect;


 


(ii)                                  Subtenant
shall not be in default under this Sublease either at the time it sends the
Extension Notice or at the commencement of the Extension Term; and


 


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(iii)                               Subtenant
occupies the entire Premises for the uses permitted under this Sublease at the
time the Extension Notice is received by Sublandlord and for the duration of
the Extension Term.


 


25.                                 CONSENT
OF SUBLANDLORD.  Wherever the consent
of Sublandlord is required by this Sublease, such consent shall not be
unreasonably withheld or unduly delayed, provided that if Landlord’s consent is
also required, Sublandlord’s consent may be conditioned upon obtaining Landlord’s
consent.


 


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IN WITNESS WHEREOF, the parties hereto have duly executed
this Sublease on or as of the day and year first above


 


	
   

  	
  Monster Worldwide, Inc., Sublandlord

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John
  Caporale

  	
   

  
	
   

  	
   

  	
  John Caporale, Director of Real Estate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Myron F.
  Olesnyckyj

  	
   

  
	
   

  	
   

  	
  Myron F. Olesnyckyj

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GECKO Inc., Subtenant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ George
  Eisele

  	
   

  
	
   

  	
   

  	
  Print name: George Eisele

  
	
   

  	
   

  	
  Print title: Chairman