Exhibit
10.20 FOR
EXECUTION
  SUBLEASE
  DATED
AS OF JANUARY 15, 2010
  BETWEEN
  EPSILON
DATA MANAGEMENT LLC
  AND
  INTERCLICK,
INC.
  
  TABLE
OF CONTENTS
  1.
                    BASIC LEASE PROVISIONS
                    12.
                    PRIME LEASE
                    33.
                    SUBLEASE
                    34.
                    TERM
                    35.
                    POSSESSION
                    36.
                    TENANT’S USE
                    47.
                    RENT
                    48.
                    ADDITIONAL RENT
                    49.
                    TENANT’S OBLIGATIONS
                    410.
                    QUIET ENJOYMENT
                    611.
                    TENANT’S INSURANCE
                    612.
                    ASSIGNMENT OR SUBLETTING
                    613.
                    RULES
                    914.
                    REPAIRS AND COMPLIANCE
                    915.
                    FIRE OR CASUALTY OR EMINENT
      DOMAIN
                    916.
                    ALTERATIONS
                    1017.
                    SURRENDER
                    1018.
                    REMOVAL OF TENANT’S
PROPERTY
                    1119.
                    HOLDING OVER
                    1120.
                    ENCUMBERING TITLE
                    1121.
                    INDEMNITY
                    1222.
                    LANDLORD’S RESERVED RIGHTS
                    1223.
                    DEFAULTS
                    1224.
                    REMEDIES
                    1425.
                    LANDLORD’S WORK
                    1426.
                    NOTICES AND CONSENTS
                    1427.
                    PROVISIONS REGARDING
    SUBLEASE
                    1428.
                    NO WAIVER; CUMULATIVE REMEDIES; EXECUTION AND
      DELIVERY
                    1629.
                    PRIME LANDLORD’S CONSENT
                    1830.
                    BROKERAGE
                    1831.
                    FORCE MAJEURE
                    19
  
 
 32.
                    BUILDING DIRECTORY SIGNAGE
                    1933.
                    REPRESENTATIONS OF TENANT
                    1934.
                    SUCCESSORS AND ASSIGNS
                    1935.
                    JURY TRIAL WAIVER
                    1936.
                    GOVERNING LAW
                    1937.
                    CONFIDENTIALITY
                    1938.
                    SECURITY DEPOSIT
                    2039.
                    FREIGHT ELEVATOR
                    2140
                    HVAC
                    21
  ii
  SUBLEASE
  THIS
SUBLEASE is made and entered into as of the 15th day of
January, 2010, by and between EPSILON DATA MANAGEMENT LLC, a ________limited
liability company (“Landlord”) and INTERCLICK, INC., a Delaware corporation
(“Tenant”).
  1.           BASIC
LEASE PROVISIONS.
  A.           Property
Address: 11 West 19th Street,
New York, New York.
  B.           Tenant’s
Address until the Commencement Date: 257 Park Avenue South, Suite 602, New York,
New York 10010; thereafter, the Premises; in each instance, with a copy to:
Harris Cramer LLP, 1555 Palm Beach Lakes Blvd., Suite 310 West Palm Beach,
Florida 33401.
  C.           Landlord’s
Address (for notices): Epsilon Data Management LLC, 601 Edgewater Drive,
Mailstop 5/M06, Wakefield, MA 01880, Attention: Senior Director, Facilities and
Real Estate – Epsilon, with copy to:  ADS Alliance Data Systems, Inc.,
Attn: General Counsel, Epsilon, 17655 Waterview Parkway, Dallas,
TX  75252.
  D.           Prime
Landlord: 11 West 19th
Associates LLC.
  E.      
     Prime Landlord’s Address (for notices):
Kaufman/Adler Realty, 450 Seventh Avenue, New York, New York 10123 and 11 West
19th
Street Associates, LLC, c/o Block Buildings LLC, 499 Seventh Avenue, 21st Floor
South, New York, New York 10018.
  F.      
     Identification of Prime Lease and all amendments
thereto: Lease dated March 15, 2007 between 11 West 19th
Associates LLC, as landlord, and Epsilon Data Management LLC, as
tenant.
  G.      
     Sublease Term: The term beginning on the
Commencement Date and ending on the Expiration Date.
  H.           Commencement
Date: The first Business Days (as hereinafter defined) after the last of the
following three conditions have been satisfied: (i) this Sublease shall have
been executed and delivered by Landlord and Tenant, (ii) Prime Landlord shall
have consented to this Sublease, the Landlord's Work and Additional Work, and
(iii) the Substantial Completion Date (as hereinafter defined) shall have
occurred, or the date Tenant or any person claiming under or through Tenant
first occupies the Premises for the conduct of its business, whichever occurs
earlier.  The term "Business Days" means all days excluding Saturdays,
Sundays, and days observed by the New York Stock Exchange as holidays, as such
holidays observed by the New York Stock Exchange may change from time to time.
The "Rent Commencement Date" shall be the date that is ninety (90) calendar days
after the Commencement Date.
  
  I.    
       Expiration Date: December 31,
2017.
  J.         
  Base Rent: $589,400 per annum ($49,116.66 per month) for the period
beginning on the Rent Commencement Date and ending on the day before the first
day of the thirteenth (13th) month
following the month in which the Rent Commencement Date occurs (such period is
deemed to be the 1st Lease
Year).  For each twelve month period thereafter (each, a "Lease
Year"), Base Rent shall increase 2.5% annually for each Lease Year through and
including the Expiration Date as follows:
  (i)           2nd
Lease Year   $604,135 Per Annum payable $50,344.58 a
month;
 
 (ii)          3rd
Lease Year   $619,238.37 Per Annum payable $51,603.20 a
month;
 
 (iii)         4th
Lease Year   $634,719.33 Per Annum payable $52,893.28 a
month;
 
 (iv)         5th
Lease Year   $650,587.31 Per Annum payable $54,215.61 a
month;
 
 (v)          6th
Lease Year    $666,851.99 Per Annum payable $55,571.00 a
month;
 
 (vi)         7th
Lease Year   $683,523.29 Per Annum payable $56,960.27 a month;
and
 
 (vii)        8th
Lease Year    $700,611.37 Per Annum payable $58,384.28 a
month.
  K.           Payee
of Rent: Epsilon Data Management LLC
  L.           Address
for Payment of Rent: Epsilon Data Management LLC, 601 Edgewater Drive, Mailstop
5/MO6, Wakefield, MA 01880, Attention: Senior Director, Facilities and Real
Estate - Epsilon
  M.          Sublease
Share: thirty-three and five tenths (33.5%) percent and Tenth Floor Share:
sixty-six and five tenths (66.5%).
  N.           Description
of Premises: A portion of the tenth (10th) floor
of the Property as more fully shown on the floor plan annexed as Exhibit
A.
  O.           Security
Deposit: $294,700.
  P.          
 Tenant’s Use: The use described in the Prime Lease (see Section
2).
  Q.           Broker:
Newmark Knight Frank (Tenant's broker) and UGL Equis (Landlord's
broker).
  2
  R.           Substantial
Completion Date: The date when the work described in Exhibit B
("Landlord's Work") shall have reached the stage, in both Landlord's and
Tenant's reasonable judgment, as shall enable Tenant to have access to the
Premises to commence Tenant’s Use (as described in Section 1(P)) and
occupancy of the Premises, which the parties in good faith project to be prior
to February  26, 2010, provided that Prime Landlord consents to Tenant
taking occupancy, if such consent is required.  The parties agree to
work in good faith to reach the Substantial Completion Date by February 26,
2010, however, neither party shall be liable to the other if there are delays
and such projected Substantial Completion Date is not met.  Tenant
acknowledges that a portion of Landlord's Work may not be completed on the
Substantial Completion Date and that Landlord will complete Landlord's Work
thereafter in accordance with Exhibit
B.  Such remaining work may include a portion of the
construction, such as, for example, construction of the handicapped accessible
bathroom, and shall include completion of minor, unfinished details of
Landlord's Work, touch-ups and similar insignificant matters to be performed by
Landlord (ie.,
so-called “punchlist” items).  By consenting to this Sublease, the
Prime Landlord consents to the Tenant taking occupancy of the Premises on the
Substantial Completion Date.  Notwithstanding the foregoing, in the
event that Landlord's Work is completed, except for punchlist items, then the
Substantial Completion Date shall be deemed to have occurred regardless as to
whether Landlord has received the consent of Tenant.
  2.           PRIME
LEASE. Landlord
is the tenant under a Prime Lease (the “Prime Lease”) with the Prime Landlord
identified in Section
l(D), bearing the date specified in Section
l(F).  Landlord represents and warrants to Tenant that (a)
Landlord has delivered to Tenant a full and complete copy of the Prime Lease
(with certain economic provisions not relevant to this Sublease redacted), (b)
the Prime Lease is, as of the date hereof, in full force and effect, and (c) to
Landlord's knowledge, no event of default has occurred under the Prime
Lease.
  3.           SUBLEASE. Landlord,
for and in consideration of the rents herein reserved and of the covenants and
agreements herein contained on the part of the Tenant to be performed, hereby
subleases to the Tenant, and the Tenant accepts from the Landlord, certain space
described in Section
1(N) (the “Premises”) and located in the building (the “Building”),
situated on and a part of the property (the “Property”) referred to in Section 1(A),
together with the right to use certain furniture and fixtures listed on Exhibit
C.
  4. TERM. Subject
to Section 5,
the term of this Lease (hereinafter “Term”) shall commence on the date specified
in Section 1(H)
(hereinafter “Commencement Date”).
  The Term
shall expire on the date (“Expiration Date”) specified in Section l(I), unless
sooner terminated as otherwise provided elsewhere in this Sublease.
  5.           POSSESSION. Landlord
agrees to deliver possession of the Premises on or before the date specified in
Section l(H)
upon Substantial Completion of Landlord's Work and otherwise in substantially
their condition as of the execution and delivery hereof, reasonable wear and
tear excepted; that is to say, AS IS, and except further that Landlord shall
deliver the Premises vacant and broom clean (except for construction equipment
and construction supplies needed to complete Landlord's Work), with the
furniture, fixtures, appliances, electronic monitors and screens and fitness
equipment ("FF&E") listed on Exhibit
C.  Landlord represents that to the best of its knowledge the
Premises as configured on the date hereof complies with the requirements of the
Americans with Disabilities Act.  In the event that the Premises needs
to be altered in order for the Premises to comply with the Americans with
Disabilities Act upon completion of Landlord's Work, the Landlord shall, at its
sole cost, promptly make such necessary alterations.  In the event
that Tenant makes any Alterations to the Premises after the Commencement Date,
then Tenant shall be responsible to comply with the Americans with Disabilities
Act with respect to such Alterations.
  3
  6.           TENANT’S
USE. The
Premises shall be used and occupied only for the Tenant’s Use set forth in Section
l(P).
  7.           RENT. Beginning
on the Rent Commencement Date, Tenant agrees to pay the Base Rent set forth in
Section I(J) to
the Payee specified in Section l(K), at the
address specified in Section I(L), or to
such other payee or at such other address as may be designated by notice in
writing from Landlord to Tenant, without prior demand therefor and without any
deduction whatsoever.  Base Rent shall be paid in equal monthly
installments in advance on the first day of each month of the Term, except that
the first installment of Base Rent shall be paid by Tenant to Landlord upon
execution of this Sublease by Tenant.  Base Rent shall be pro-rated
for partial months at the beginning and end of the Term.  All charges,
costs and sums required to be paid by Tenant to Landlord under this Sublease in
addition to Base Rent shall be deemed “Additional Rent”, and Base Rent and
Additional Rent shall hereinafter collectively be referred to as
“Rent”.  Tenant’s covenant to pay Rent shall be independent of every
other covenant in this Lease.  If Rent is not paid when due, Tenant
shall pay, relative to the delinquent payment, a late charge equal to two
percent (2%) of the unpaid amount.
  8.           ADDITIONAL
RENT. If
and to the extent that Landlord is obligated to pay additional rent under
Section 52 of the Prime Lease, Tenant shall pay to Landlord the percentage of
such additional rent (to the extent such additional rent is attributable to
events occurring during the term of this Sublease) which is set forth in Section I(M) as the
Sublease Share.  Notwithstanding the foregoing, for purposes of this
Section 8,
additional rent due under Section 52 of the
Prime Lease shall be computed as if the "base tax year" was the year from
January 1, 2010 through December 31, 2010.  In addition, Tenant shall
pay additional rent due from Landlord to Prime Landlord under the Prime Lease
arising as a result of the acts or failure to act of Tenant (other than for an
escalation due to increases in operating expenses).  For example, if
Tenant fails to make repairs in the Premises that are Tenant's obligation
hereunder and Landlord is charged additional rent under Section 4 of the Prime
Lease to cover expenses incurred by Prime Landlord, then Tenant shall be liable
to Landlord hereunder for such expenses as additional rent.  Each such
payment shall be due from Tenant to Landlord five (5) Business Days following
Tenant's receipt of written notice from Landlord’s that payment of such
additional rent is due to the Prime Landlord.
  9.           TENANT’S
OBLIGATIONS. Tenant
shall be responsible for, and shall pay the following:
  4
  A.           All
utility consumption costs, including without limitation, electric costs pursuant
to the electricity rider annexed to the Prime Lease and other charges incurred
in connection with lighting, and providing electrical power to the
Premises.  Tenant acknowledges that if electricity is furnished to the
Premises on a "submetering" basis or an "unmetered" basis as set forth in the
electricity rider annexed to the Prime Lease, the utility consumption costs will
be in excess of the actual costs incurred by the "Meter Company" to the extent
and on the terms set forth in the electricity rider annexed to the Prime
Lease.  In the event that electric consumption costs are measured by
submeter(s) that measures consumption in the Premises and all or any portion of
Landlord's Premises, then Tenant shall pay to Landlord, as additional rent,
Tenant's share of electrical costs.  Tenant's share of such electrical
costs shall be the Tenth Floor Share if the submeter(s) measures consumption on
the tenth floor only or the Sublease Share if the submeter(s) measures
consumption in the Premises and all of Landlord's premises.  Tenant
shall hold Landlord harmless from all costs or expenses Landlord may incur from
Tenant’s failure to pay utility bills or to perform any of its obligations with
respect to the purchase of utilities.
  B.           All
maintenance, repairs and replacements as to the Premises and its equipment, to
the extent Landlord is obligated to perform the same under the Prime
Lease.
  C.           All
FF&E presently in the Premises and listed on Exhibit A annexed
hereto shall remain in the Premises for Tenant's use during the Term at no
additional cost to Tenant. Tenant shall maintain such FF&E during the Term
hereof at Tenant's expense, and shall re-deliver such FF&E to Landlord at
the end of the Term in good condition, reasonable wear and tear
excepted.
  D.           Tenant's
share of expenses incurred by Landlord to retain a cleaning contractor to clean
and remove all rubbish and refuse from the Premises and the premises rented by
Landlord under the Prime Lease.  Tenant acknowledges that it has
received a copy of the existing cleaning contract between Landlord and Murray
Hill Office Maintenance, Inc. for cleaning services covering the Premises and
the Landlord's entire premises.  Tenant's share of such cleaning
expenses shall be additional rent hereunder and shall be the Sublease Share
unless cleaning and removing rubbish from either Landlord's premises or the
Premises takes a disproportionate portion of the cleaning contractor's time and
expense, in which event the parties shall equitably apportion the
expense.  Tenant shall pay all of the costs attributable to any
special or additional cleaning services requested by Tenant above the regularly
scheduled services set forth in Landlord's then current cleaning
contract.
  E.           Tenant
acknowledges that the Premises and the Landlord's premises use air-conditioning
unit(s) that were supplied by Prime Landlord pursuant to Sections 42A(i) and
71 of the Prime
Lease.  Tenant shall pay to Landlord, as additional rent, the Tenth
Floor Share of the portion of costs allocated to the tenth floor to maintain and
perform routine repairs on the air-conditioning unit(s) and Landlord shall be
responsible, at its sole cost, to perform major repairs and replacements to the
air-conditioning unit(s) and to insure the unit(s).  Landlord shall
maintain an air-conditioning service contract with an air-conditioning service
company approved by Prime Landlord for the term of this Sublease and Tenant
shall pay the Tenth Floor Share of the cost of such maintenance contract
allocated to the tenth floor as additional rent hereunder.  Landlord
represents that the air-conditioning system shall be in working order as of the
Commencement Date and the Rent Commencement Date.
  5
  10.         QUIET
ENJOYMENT. Landlord
represents that it has full power and authority to enter into this Sublease,
subject to the consent of the Prime Landlord, if required under the Prime
Lease.  So long as Tenant is not in default in the performance of its
covenants and agreements in this Sublease, Tenant’s quiet and peaceable
enjoyment of the Premises shall not be disturbed or interfered with by Landlord,
or by any person claiming by, through, or under Landlord.
  11.         TENANT’S
INSURANCE. Tenant
shall procure and maintain, at its own cost and expense, such liability
insurance as is required to be carried by Landlord under the Prime Lease, naming
Landlord, as well as Prime Landlord and all other parties whom Landlord is
required to name as additional insured parties under the Prime Lease, in the
manner required therein and such property insurance as is required to be carried
by Landlord under the Prime Lease to the extent such property insurance pertains
to the Premises.  If the Prime Lease requires Landlord to insure
leasehold improvements or alterations, then Tenant shall insure such leasehold
improvements which are located in the Premises, as well as alterations in the
Premises made by Tenant.  Tenant shall furnish to Landlord a
certificate of Tenant’s insurance required hereunder upon request if required to
obtain the consent of Prime Landlord to this Sublease and in any event prior to
Tenant’s taking possession of the Premises.  Each party hereby waives
claims against the other for property damage provided such waiver shall not
invalidate the waiving party’s property insurance; each party shall attempt to
obtain from its insurance carrier a waiver of its right of
subrogation.  Tenant hereby waives claims against Prime Landlord and
Landlord for property damage to the Premises or its contents if and to the
extent that Landlord waives such claims against Prime Landlord under the Prime
Lease.  Tenant agrees to obtain, for the benefit of Prime Landlord and
Landlord, such waivers of subrogation rights from its insurer as are required of
Landlord under the Prime Lease.
  12.         ASSIGNMENT
OR SUBLETTING.
   A.           Tenant
shall not without the consent of Landlord and Prime Landlord (i) assign, convey
or mortgage this Sublease or any interest under it; (ii) allow any transfer
thereof or any lien upon Tenant’s interest by operation of law; (iii) further
sublet the Premises or any part thereof; or (iv) permit the occupancy of the
Premises or any part thereof by anyone other than Tenant.  The sale,
assignment or other transfer of 50% or more of the ownership interests in
Tenant, directly or indirectly, whether in one transaction or in the aggregate,
shall be deemed to be an assignment of this Sublease.  If Tenant
desires to assign its interest in this Sublease, or further sublet all or part
of the Premises, then Tenant shall submit a written request to Landlord
accompanied by such financial and other information concerning the proposed
assignee or subtenant, and the terms of the assignment or further sublease, as
Landlord may reasonably request.  If Landlord consents thereto,
Landlord shall use reasonable efforts to obtain the consent of Prime Landlord if
such consent is required to be obtained under the Prime Lease, and Landlord
shall deliver to Prime Landlord any information that Tenant submits in
connection with its proposal to assign or sublet.  Any cost of
obtaining Prime Landlord’s consent shall be borne by Tenant.  The
consent of Landlord shall not be unreasonably withheld, conditioned or delayed
to an assignment of this Sublease or to a further sublease of the entire
Premises provided that:
  6
  (a)           In
the reasonable judgment of Landlord, the proposed subtenant or assignee, as the
case may be, has adequate financial net worth and credit, considering the
responsibilities involved;
  (b)           The
purposes for which the proposed subtenant or assignee intends to use the
Premises shall conform to the use permitted hereunder;
  (c)           This
Sublease shall be in full force and effect at the time Landlord's consent to
such subletting or assignment is requested and at the commencement of the term
of any proposed sublease;
  (d)           Tenant
shall reimburse Landlord for any reasonable costs that may be incurred by
Landlord in connection with such sublease or assignment;
  (e)           The
proposed subtenant or assignee shall not be entitled to diplomatic or sovereign
immunity and shall be subject to the service of process in and the jurisdiction
of the courts of New York State;
  (f)           A
proposed assignment shall confirm, without amendment, the terms of this Sublease
and a proposed sublease shall be subject and subordinate to this Sublease and
the Prime Lease.
  B.           No
permitted assignment shall be effective and no permitted sublease shall commence
unless and until any default by Tenant hereunder shall have been
cured.  No permitted assignment or subletting shall relieve Tenant
from Tenant’s obligations and agreements hereunder and Tenant shall continue to
be liable as a principal and not as a guarantor or surety to the same extent as
though no assignment or subletting had been made.
  C.           The
consent of Landlord or Prime Landlord to an assignment or a subletting shall not
relieve Tenant from its obligation to obtain the express consent in writing of
Landlord and Prime Landlord to any other assignment or subletting.
  D.           If
Tenant's interest in this Sublease is assigned, or if the Premises or any part
thereof is sublet or occupied by anyone other than Tenant, Landlord may collect
rent from the assignee, subtenant or occupant and apply the rent amount
collected to the Base Rent and all Additional Rent herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of the
provisions of this Section 12 or of any
default hereunder or the acceptance of the assignee, subtenant or occupant as
tenant, or a release of any of the covenants, conditions, terms and provisions
on the part of Tenant to be performed or observed.
  7
  E.           If
Tenant sub-sublets any portion of the Premises to a person in a transaction for
which Landlord’s consent is required, Landlord shall be entitled to and Tenant
shall pay to Landlord, as Additional Rent (the “Sub-Sublease Additional
Rent”), a sum equal to fifty (50%) percent of any rents, additional
charges and other consideration payable and paid under the sub-sublease to
Tenant by the sub-subtenant in excess of the Base Rent and Additional Rent
accruing during the term of the sub-sublease in respect of the sub-subleased
space (at the rate per square foot payable by Tenant under this Sublease)
pursuant to the terms of this Sublease (including, but not limited to, sums paid
for the sale or rental of Tenant’s property and alterations less, in the case of
a sale thereof, the then net unamortized or underappreciated cost thereof
determined on the basis of Tenant’s federal income tax or federal information
returns) after first deducting from such rents, additional charges and other
consideration, the actual, out-of-pocket expenses reasonably incurred by Tenant
in connection with such sub-sublease on account of brokerage commissions,
advertising and marketing expenses, legal fees, work contributions and the cost
of work performed by Tenant to prepare the Premises for the sub-subtenant’s
occupancy, all amortized on a straight-line basis over the term of the
sub-sublease.  Such Sub-Sublease Additional Rent shall be payable as
and when received by Tenant.  Notwithstanding the foregoing, if Prime
Landlord exercises its right to collect 50% of net profits on the sub-sublease
pursuant to Section
77D)6) of the Prime Lease, then Landlord shall not be entitled to collect
any Sub-Sublease Additional Rent pursuant to this Section
12.E.
  F.           If
Tenant shall assign this Sublease to a person in a transaction for which
Landlord’s consent is required, Landlord shall be entitled to and Tenant shall
pay to Landlord, as Additional Rent, an amount equal to fifty (50%) percent of
all sums and other consideration paid to Tenant by the assignee for or by reason
of such assignment (including, but not limited to, sums paid for the sale or
rental of Tenant’s property and alterations less, in the case of a sale thereof,
the then net unamortized or underappreciated cost thereof determined on the
basis of Tenant’s federal income tax or federal information returns) after first
deducting from such sums and other consideration the actual, out-of-pocket
expenses reasonably incurred by Tenant in connection with such assignment and
obtaining Landlord’s consent to such assignment, including, without limitation,
on account of brokerage commissions, advertising and marketing expenses, legal
fees, work contributions and the cost of work performed by Tenant to prepare the
Premises for the assignee’s occupancy.  Such Additional Rent shall be
payable as and when received by Tenant from the assignee.
  8
  G.           Notwithstanding
anything contained herein to the contrary, subject to the terms of the Prime
Lease and the provisions in this Section 12(G), Tenant may, without Landlord's
consent, but upon ten (10) days prior written notice to Landlord, assign or
transfer its entire interest in this Lease or sublease all of the Premises or
permit the use thereof to any of the following: (a) a corporation or partnership
or other entity into which or with which Tenant is merged or consolidated,
provided that by operation of law or by effective provisions contained in the
instruments of merger or consolidation, the liabilities of the entities
participating in such merger or consolidation are assumed by the entity
surviving such merger or consolidation, or (b) an entity which is purchaser of
all or substantially all of Tenant's assets (provided such purchaser shall have
assumed all or substantially all of Tenant's liabilities), or (c) any entity
controlled by, controlling or under common control with Tenant (provided that
such affiliate shall have assumed all or substantially all of Tenant's
liabiities) (each, a "Permitted Transferee"), provided that this Sublease shall
be in full force and effect, and provided that the merger, consolidation,
acquisition or transfer is for a good business purpose and not principally for
the purpose of transferring the leasehold estate created hereby, and provided
that, immediately after giving effect to any such merger or consolidation,
acquisition or transfer, the Permitted Transferee shall have a net worth, annual
income and cash flow, as determined in accordance with generally accepted
accounting principles, at least equal to the net worth, annual income and cash
flow, similarly determined, of Tenant immediately prior to such
event.  When Tenant delivers notice to Landlord, Tenant also shall
deliver to Landlord the current financial statements of Tenant and such
Permitted Transferee and pro forma financial statements after giving effect to
such transaction, certified by an independent certified public
accountant.  Within ten (10) days after such transfer, Tenant shall
deliver to Landlord a duplicate original instrument of assignment and assumption
in form and substance reasonably satisfactory to Landlord.
  13.           RULES. Tenant
agrees to comply with all rules and regulations that Prime Landlord has made or
may hereafter from time to time make for the Building.  Landlord shall
not be liable in any way for damage caused by the non-observance by any of the
other tenants of such similar covenants in their leases or of such rules and
regulations.
  14.           REPAIRS
AND COMPLIANCE. Upon
receipt of written notice from Landlord, Tenant shall promptly pay for the
repairs set forth in Section 9(B) hereof
and Tenant shall, at Tenant’s own expense, comply with all laws and ordinances,
and all orders, rules and regulations of all governmental authorities and of all
insurance bodies and their fire prevention engineers at any time in force,
applicable to the Premises or to Tenant’s use or occupancy thereof.
  15.           FIRE
OR CASUALTY OR EMINENT DOMAIN. In
the event of a fire or other casualty affecting the Building or the Premises, or
of a taking of all or a part of the Building or Premises under the power of
eminent domain, Tenant shall promptly notify Landlord thereof in
writing.  In the event Landlord receives a rent abatement under the
Prime Lease as a result of a fire or other casualty or as a result of a taking
under the power of eminent domain, then Tenant shall be entitled to the Sublease
Share of such rent abatement unless the effect on the Premises of such fire or
other casualty or such taking shall be substantially disproportionate to the
amount of the abatement, in which event the parties shall equitably adjust the
abatement as between themselves, based on the relative impact of the fire or
other casualty, or the taking, as the case may be.  To the extent the
Prime Lease gives Landlord the right to terminate the Prime Lease in the event
of damage or destruction to the Building or the Premises or a taking of all or
part thereof by eminent domain, Landlord may, in its sole discretion, exercise
any such right and shall notify Tenant of such exercise, in which case this
Sublease shall terminate one day prior to the date of termination of the Prime
Lease.  In the event of a fire or casualty in the Premises, neither
Landlord nor Prime Landlord shall be obligated to repair any damage to Tenant's
furniture and/or fixtures or equipment as provided in Section 9 of the
Prime Lease.  The provisions of Section 9 of the
Prime Lease with respect to waiver of subrogation shall apply to Landlord and
Tenant.  If the Premises is materially damaged and cannot reasonably
be made tenantable within three hundred (300) days from the date of damage, then
regardless of anything in this Sublease to the contrary, Tenant shall have the
right to terminate this Sublease by giving written notice to Landlord of such
election within twenty (20) days after such damage, provided, however, that if
such damage occurs during the last twelve (12) months of the term of this
Sublease, the Sublease shall automatically terminate as if the date of such
damage was the Expiration Date hereunder.
  9
  16.           ALTERATIONS. Tenant
shall not make any alterations in or additions to the Premises (“Alterations”)
without the prior written consent of Landlord and Prime Landlord (if
required).  If Landlord consents to any proposed Alteration, Landlord
shall use reasonable efforts to obtain the consent of Prime Landlord, if such
consent is required under the Prime Lease.  If Alterations by Tenant
are permitted or consented to as aforesaid, Tenant shall comply with all of the
covenants of Landlord contained in the Prime Lease pertaining to the performance
of such Alterations.  In addition, except for the Landlord's Work and
the Additional Work, Tenant shall indemnify, defend and hold harmless Landlord
against liability, loss, cost, damage, liens and expense imposed on Landlord
arising out of the performance of Alterations by Tenant, including, without
limitation, any costs charged by Prime Landlord for the review and approval of
any proposed Alteration.  All Alterations, other than the Landlord's
Work, shall be at the sole cost and expense of Tenant.
  17.           SURRENDER. Upon
the expiration of this Sublease, or upon the termination of the Sublease or of
the Tenant’s right to possession of the Premises, Tenant will at once surrender
and deliver up the Premises, together with all improvements thereon, to Landlord
in good condition and repair, reasonable wear and tear excepted; conditions
existing because of Tenant’s failure to perform maintenance, repairs or
replacements as required of Tenant under this Sublease shall not be deemed
“reasonable wear and tear”.  Said improvements shall include the
furniture and fixtures set forth on Exhibit C annexed
hereto, all plumbing, lighting, electrical, heating, cooling and ventilating
fixtures and equipment and other articles of personal property used in the
operation of the Premises (as distinguished from operations incident to the
business of Tenant).  Tenant shall surrender to Landlord all keys,
security codes and the like to the Premises and make known to Landlord the
explanation of all combination locks which Tenant is permitted to leave on the
Premises.  All Alterations in or upon the Premises made by Tenant
shall become a part of and shall remain upon the Premises upon such termination
without compensation, allowance or credit to Tenant; provided, however, that
Landlord shall have the right to require Tenant to remove any Alterations made
by Tenant, or portion thereof.  Said right shall be exercisable by
Landlord’s giving written notice thereof to Tenant on or before thirty (30) days
prior to such expiration or on or before twenty (20) days after such
termination.  Tenant shall also remove any Alterations made by Tenant,
or portion thereof, which Prime Landlord may require Landlord to remove,
pursuant to the terms of the Prime Lease.  In any such event, Tenant
shall restore the Premises to their condition prior to the making of such
Alteration, repairing any damage occasioned by such removal or
restoration.  If Landlord or Prime Landlord requires removal of any
Alteration made by Tenant, or a portion thereof, and Tenant does not make such
removal in accordance with this Section, Landlord may remove the same (and
repair any damage occasion thereby), and dispose thereof, or at its election,
deliver the same to any other place of business of Tenant, or warehouse the
same.  Tenant shall pay the costs of such removal, repair, delivery
and warehousing on demand.  As between Landlord and Tenant, Tenant
shall not be required to remove any Alterations performed by Landlord prior to
the Commencement Date.  Notwithstanding anything contained herein to
the contrary, Alterations made by the Tenant shall not include the Landlord's
Work.
  10
  18.           REMOVAL
OF TENANT’S PROPERTY. Upon
the expiration of this Sublease, Tenant shall remove Tenant’s articles of
personal property incident to Tenant’s business (“Trade Fixtures”), which shall
not include the furniture and fixtures set forth on Exhibit C annexed
hereto; provided, however, that Tenant shall repair any injury or damage to the
Premises or Building which may result from such removal, and shall restore the
Premises to the same condition as prior to the installation
thereof.  If Tenant does not remove Tenant’s Trade Fixtures from the
Premises prior to the expiration or earlier termination of the Term, Landlord
may, at its option, remove the same (and repair any damage occasioned thereby
and restore the Premises as aforesaid) and dispose thereof or deliver the same
to any other place of business of Tenant, or warehouse the same, and Tenant
shall pay the cost of such removal, repair, restoration, delivery or warehousing
to Landlord on demand, which cost shall be Additional Rent under this Sublease,
or Landlord may treat said Trade Fixtures as having been conveyed to Landlord
with this Lease as a Bill of Sale, without further payment or credit by Landlord
to Tenant.
  19.           HOLDING
OVER. Tenant
shall have no right to occupy the Premises or any portion thereof after the
Expiration Date or after termination of this Sublease or of Tenant’s right to
possession in consequence of an Event of Default hereunder.  In the
event Tenant or any party claiming by, through or under Tenant holds over,
Landlord may exercise any and all remedies available to it at law or in equity
to recover possession of the Premises, and to recover damages, including without
limitation, damages payable by Landlord to Prime Landlord by reason of such
holdover.  In addition, for each and every month or partial month that
Tenant or any party claiming by, through or under Tenant remains in occupancy of
all or any portion of the Premises after the expiration of this Sublease or
after termination of this Sublease or Tenant’s right to possession, Tenant shall
pay, as minimum damages and not as a penalty, monthly rental at a rate equal to
double the rate of Base Rent and Additional Rent payable by Tenant hereunder
immediately prior to the expiration or other termination of this Sublease or of
Tenant’s right to possession.  The acceptance by Landlord of any
lesser sum shall be construed as payment on account and not in satisfaction of
damages for such holding over.  Notwithstanding anything contained
herein to the contrary, Tenant's liability under this Section 19 shall not
exceed the amount due by Landlord to Prime Landlord under the Prime Lease as a
result of Tenant holding over.
  20.           ENCUMBERING
TITLE. Tenant
shall not do any act which shall in any way encumber the title of Prime Landlord
in and to the Building or the Property, nor shall the interest or estate of
Prime Landlord or Landlord be in any way subject to any claim by way of lien or
encumbrance, whether by operation of law by virtue of any express or implied
contract by Tenant, or by reason of any other act or omission of
Tenant.  Any claim to, or lien upon, the Premises, the Building or the
Property arising from any act or omission of Tenant shall accrue only against
the subleasehold estate of Tenant and shall be subject and subordinate to the
paramount title and rights of Prime Landlord in and to the Building and the
Property and the interest of Landlord in the premises leased pursuant to the
Prime Lease.  Without limiting the generality of the foregoing, Tenant
shall not permit the Premises, the Building or the Property to become subject to
any mechanics’, laborers, or materialmen’s lien on account of labor or material
furnished to Tenant or claimed to have been furnished to Tenant in connection
with work of any character performed or claimed to have been performed on the
Premises by, or at the direction or sufferance of, Tenant.  If any
such lien is filed against the Premises, the Building or the Property on which
it is situated, Tenant shall cause the same to be discharged, by payment,
bonding or otherwise, within thirty (30) days after the filing thereof, and
shall indemnify and hold harmless Landlord and Prime Landlord with respect to
any costs, expenses (including reasonable attorneys' fees and expenses), losses,
damages and liabilities in connection therewith.  Landlord shall give
Tenant notice of any such lien upon receiving notice thereof.  If
Tenant fails to have any such lien discharged as provided above, Landlord may
take any actions it deems appropriate to have such lien discharged, including,
without limitation, payment of any sums claimed to be due, and Tenant shall
reimburse Landlord on demand for any such sums expended by Landlord, all of
which amounts shall be Additional Rent under this Sublease.  This
Section 20
shall not apply to the Landlord's Work and/or the Additional Work.
  11
  21.           INDEMNITY .  Tenant
agrees to indemnify Landlord and Landlord's members, managers, officers,
employees, affiliates, agents and contractors (collectively, "Landlord
Indemnified Parties") and hold Landlord Indemnified Parties harmless from all
losses, damages, liabilities and expenses which any Landlord Indemnified Party
may incur, or for which any Landlord Indemnified Party may be liable to Prime
Landlord or any other party specified in the Prime Lease, arising from the acts
or omissions of Tenant which are the subject matter of any indemnity or hold
harmless of Landlord to Prime Landlord under the Prime Lease and for which
Tenant has an obligation to perform or refrain from under this
Sublease.
  22.           LANDLORD’S
RESERVED RIGHTS. Landlord
reserves the right, on reasonable prior notice, to inspect the Premises, or to
exhibit the Premises to such persons and under such conditions as set forth in
Section 13 of
the Prime Lease, provided that references to "Owner" in Section 13 shall be
deemed to refer to both Prime Landlord and Landlord; provided, however that
Landlord shall use reasonable efforts (but without the obligation to employ
overtime labor) not to unreasonably disrupt Tenant's business operations in the
Premises.
  23.           DEFAULTS. Tenant
further agrees that any one or more of the following events shall be considered
Events of Default as said term is used herein, that is to say, if:
  A.           Tenant
shall be adjudged an involuntary bankrupt, or a decree or order approving, as
properly filed, a petition or answer filed against Tenant asking reorganization
of Tenant under the Federal bankruptcy laws as now or hereafter amended, or
under the laws of any State, shall be entered, and any such decree or judgment
or order shall not have been vacated or stayed or set aside within sixty (60)
days from the date of the entry or granting thereof; or
  B.           Tenant
shall file, or admit the jurisdiction of the court and the material allegations
contained in, any petition in bankruptcy, or any petition pursuant or purporting
to be pursuant to the Federal bankruptcy laws now or hereafter amended, or
Tenant shall institute any proceedings for relief of Tenant under any bankruptcy
or insolvency laws or any laws relating to the relief of debtors, readjustment
of indebtedness, reorganization, arrangements, composition or extension;
or
  12
  C.           Tenant
shall make any assignment for the benefit of creditors or shall apply for or
consent to the appointment of a receiver for Tenant or any of the property of
Tenant; or
  D.           Tenant
shall admit in writing its inability to pay its debts as they become due;
or
  E.           The
Premises are levied on by any revenue officer or similar officer based on the
acts or omissions of Tenant or any person claiming by, through or under Tenant;
which such levy is not removed within thirty (30) days from the date such levy
was filed; or
  F.           A
decree or order appointing a receiver of the property of Tenant shall be made
and such decree or order shall not have been vacated, stayed or set aside within
sixty (60) days from the date of entry or granting thereof; or
  G.           Tenant
shall abandon the Premises during the Term hereof; or
  H.           Tenant
shall default in any payment of Rent required to be made by Tenant hereunder
when due as herein provided and such default shall continue for ten (10) days
after notice thereof in writing to Tenant; or
  I.           Tenant
shall default in securing insurance or in providing evidence of insurance as set
forth in Section
11 of this Sublease or shall default with respect to lien claims as set
forth in Section
20 of this Sublease and either such default shall continue for five (5)
days after notice thereof in writing to Tenant; or
  J.           Tenant
shall, by its act or omission to act, cause a default under the Prime Lease and
such default shall not be cured within the time, if any permitted for such cure
under the Prime Lease, less five (5) days; or
  K.           A
violation of any provision of Section 12 of this
Sublease shall occur; or
  L.           Tenant
shall default in any of the other covenants and agreements herein contained to
be kept, observed and performed by Tenant, and such default shall continue for
thirty (30) days after notice thereof in writing to Tenant; provided, however,
if such default or omission shall be of such a nature that the same cannot, with
due diligence, be completely cured or remedied within said thirty (30) day
period, and Tenant shall commence to cure the same within said thirty (30) day
period, then the thirty (30) day period shall be extended to the earlier of (i)
ninety (90) days following said notice, or (ii) the number of days Landlord has
to cure the default under the Prime Lease, provided that Tenant uses
commercially reasonable diligence in attempting to correct such
default.
  13
  24.           REMEDIES. Upon
the occurrence of any one or more Events of Default, Landlord may exercise any
remedy against Tenant which Prime Landlord may exercise for default by Landlord
under the Prime Lease and any remedy available at law or equity for a breach of
this Sublease.
  25.           LANDLORD’S
WORK. Subject
to obtaining the consent of the Prime Landlord, Landlord shall complete
Landlord’s Work, as described in the Work Agreement annexed as ExhibitB to this
Lease.  Notwithstanding any markings on the drawing of the Premises
annexed as Exhibit
B-1, Landlord's Work shall not include providing any furniture or data
ports in the reception area of the Premises or any security hardware that is not
installed as of the date hereof.  In addition to performing Landlord's
Work, Landlord shall program its card-key access system to provide access to the
Premises that is independent of access to Landlord's premises and provide Tenant
with a supply of card-keys for its current employees plus an additional 24
card-keys at no cost.  In the event that Tenant requires additional
card-keys during the Term, Tenant shall pay to Landlord the charge that Landlord
pays to its supplier for such card-keys, which is currently $5.00 per
card-key.  Landlord shall have no liability for any failure of its
card-key access system to work properly or to deter unauthorized entry into the
Premises.  Landlord shall maintain a card-key access system throughout
the Term, unless otherwise agreed to in writing by the Tenant.
  26.           NOTICES
AND CONSENTS. All
notices, demands, requests, consents or approvals which may or are required to
be given by either party to the other shall be in writing and shall be deemed
given when received or refused if sent by United States registered or certified
mail, postage prepaid, return receipt requested or if sent by overnight
commercial courier service (a) if to Tenant, addressed to Tenant at the address
specified in Section
1(B) or at such other place as Tenant may from time to time designate by
notice in writing to Landlord or (b) if for Landlord, addressed to Landlord at
the address specified in Section 1(C) or at
such other place as Landlord may from time to time designate by notice in
writing to Tenant.  Each party agrees promptly to deliver a copy of
each notice, demand, request, consent or approval from such party to Prime
Landlord related to this Sublease or the Premises and promptly to deliver to the
other party a copy of any notice, demand, request, consent or approval received
from Prime Landlord related to this Sublease or the Premises.  Such
copies shall be delivered by national overnight commercial
courier.  Notices may be delivered on behalf of the parties by their
respective attorneys.
  27.           PROVISIONS
REGARDING SUBLEASE. This
Sublease and all the rights of parties hereunder are subject and subordinate to
the Prime Lease and any instrument to which the Prime Lease is subordinate and
any instrument to which the Prime Lease is subordinate.  Tenant agrees
that it will not, by its act or omission to act, cause a default under the Prime
Lease.  In furtherance of the foregoing, the parties hereby confirm,
each to the other, that it is not practical in this Sublease agreement to
enumerate all of the rights and obligations of the various parties under the
Prime Lease and specifically to allocate those rights and obligations in this
Sublease agreement.  Accordingly, in order to afford to Tenant the
benefits of this Sublease and of those provisions of the Prime Lease which by
their nature are intended to benefit the party in possession of the Premises,
and in order to protect Landlord against a default by Tenant which might cause a
default or event of default by Landlord under the Prime Lease:
  14
  A.           Provided
Tenant shall timely pay all Rent when and as due under this Sublease, Landlord
shall pay, when and as due, all base rent, additional rental and other charges
payable by Landlord to Prime Landlord under the Prime Lease;
  B.           Except
as otherwise expressly provided herein, Landlord shall perform its covenants and
obligations under the Prime Lease which do not require for their performance
possession of the Premises and which are not otherwise to be performed hereunder
by Tenant on behalf of Landlord.
  C.           Except
as otherwise expressly provided herein, Tenant shall perform all affirmative
covenants and shall refrain from performing any act which is prohibited by the
negative covenants of the Prime Lease, where the obligation to perform or
refrain from performing is by its nature imposed upon the party in possession of
the Premises.  If practicable, Tenant shall perform affirmative
covenants that it is obligated to perform pursuant to this Sublease, which are
also covenants of Landlord under the Prime Lease, at least five (5) days prior
to the date when Landlord’s performance is required under the Prime
Lease.  Landlord shall have the right to enter the Premises to cure
any default by Tenant under this Section and Tenant shall reimburse Landlord on
demand for any costs and expenses, including, without limitation, reasonable
attorneys' fees and expenses, incurred by Landlord in connection with any such
entry and cure.
  D.           Except
as otherwise provided in this Sublease, Landlord hereby grants to Tenant the
right to receive all of the services and benefits with respect to the Premises
which are to be provided by Prime Landlord under the Prime Lease for the benefit
of an occupant of the Premises.  Landlord shall have no duty to
perform any obligations of Prime Landlord.  For example, Landlord
shall not be required to provide the services or repairs which the Prime
Landlord is required to provide under the Prime Lease.  Landlord shall
have no responsibility for or be liable to Tenant for any default, failure or
delay on the part of Prime Landlord in the performance or observance by Prime
Landlord of any of its obligations under the Prime Lease, nor shall such default
by Prime Landlord affect this Sublease or waive or defer the performance of any
of Tenant’s obligations hereunder.  Notwithstanding the foregoing, the
parties contemplate that Prime Landlord shall, in fact, perform its obligations
under the Prime Lease and in the event of any default or failure of such
performance by Prime Landlord, Landlord agrees that it will, upon notice from
Tenant, make demand upon Prime Landlord to perform its obligations under the
Prime Lease.  Landlord shall, upon request of Tenant, permit Tenant,
at Tenant's expense, to the extent allowable under the Prime Lease, to institute
and/or undertake, as applicable, and prosecute an action or proceeding against
Prime Landlord, provided that Tenant shall keep Landlord informed of its actions
and shall not take any action that might give rise to a default under the Prime
Lease.  The services and benefits to be provided by Prime Landlord
that Tenant shall receive include, without limitation, the right of access and
building services described in Section 44.B) of the
Prime Lease.  Tenant's right of access to the Premises shall be solely
through the Building entrance, lobby and elevator bank located on West 19th Street,
New York, New York.  In the event that the Premises is subject to any
of the conditions specified in Section 66 of the Prime Lease that give rise to a
right by Landlord to terminate the Prime Lease, and the forty-five (45) day cure
period specified in Section 66 of the Prime Lease has expired and the condition
has not been remedied, then Tenant shall have the right to terminate this
Sublease by giving Landlord ten (10) days' written notice within three (3)
Business Days of the end of such forty-five (45) day period, and unless such
service is restored by Prime Landlord within such ten (10) day period, this
Sublease shall terminate as of the tenth (10th) day
after such notice.
  15
  E.           Notwithstanding
anything to the contrary in this Sublease, the parties agree that the benefits
provided to Landlord under the following provisions of the Prime Lease are
personal to Landlord and shall not be deemed to be for the benefit of Tenant:
Section 42(A), Section 42(C) with respect to use of freight elevator for
construction and move-in by Landlord, Section 43, Section 45, Section 47,
Section 48 and Section 57.
  F.           Landlord
shall request a non-disturbance and attornment agreement in favor of Tenant from
Prime Landlord and shall request that Prime Landlord obtain a non-disturbance
agreement in favor of Tenant from any other party, present or future, with a
superior position to this Sublease.  Landlord shall not be obligated
to provide any of the foregoing non-disturbance agreements.  Tenant
acknowledges receipt of a copy of the subordination, non-disturbance and
attornment agreement that Landlord obtained from Prime Landlord's lender upon
entering into the Prime Lease.
  G.           Subject
to obtaining the consent of Prime Landlord, Tenant shall have exclusive access
to the telecommunications closet on the tenth (10th) floor
of the Building, provided that Tenant shall safeguard any equipment located
therein.
  28.  
       NO WAIVER; CUMULATIVE REMEDIES;
EXECUTION AND DELIVERY.
  A.           No
receipt of moneys by Landlord from Tenant after the termination or cancellation
of this Sublease shall reinstate, continue or extend the Term, or operate as a
waiver of the right of Landlord to enforce the payment of Base Rent or
Additional Rent then due, or thereafter falling due, or operate as a waiver of
the right of Landlord to recover possession of the Premises by proper suit,
action, proceeding or remedy.
  B.           The
failure of Landlord or Tenant to enforce any agreement, condition, covenant or
term of this Sublease shall not be deemed to waive or affect the right of
Landlord or Tenant to enforce the same or any other agreement, condition,
covenant or term of this Sublease in the event of a subsequent default or
breach.
  C.           The
receipt by Landlord of Rent with knowledge of the breach of any of the terms,
covenants or conditions of this Sublease shall not be deemed a waiver of such
breach.  The acceptance of any check or payment bearing or accompanied
by any endorsement, legend or statement shall not be deemed an accord and
satisfaction.  No surrender of the Premises by Tenant (prior to the
expiration or termination of this Sublease) shall be valid unless consented to
in writing by Landlord.
  16
  D.           Tenant,
for itself and any and all persons claiming through or under Tenant, including
its creditors, upon the termination of this Sublease or expiration of the Term
in accordance with the terms hereof, or in the event of entry of judgment for
the recovery of the possession of the Premises in any action or proceeding, or
if Landlord shall reenter the Premises by process of law or otherwise lawfully,
hereby waives any right of redemption provided or permitted by any statute, law
or decision now or hereafter in force, and does hereby waive, surrender and give
up all rights or privileges which it or they may or might have under and by
reason of any present or future law or decision, to redeem the Premises or for a
continuation of this Sublease for the Term of this Sublease after having been
dispossessed or ejected therefrom by process of law after a final,
non-appealable order.
  E.           The
rights and remedies given to Landlord in this Sublease are distinct, separate
and cumulative, and no one of them, whether or not exercised by Landlord, shall
be deemed to be in exclusion of any of the others, or of any rights or remedies
otherwise provided at law or in equity.  In addition to the other
remedies in this Sublease provided, Landlord shall be entitled to pursue the
restraint by injunction of the violation or attempted or threatened violation of
any of the terms, covenants or conditions of this Sublease or to a decree
compelling performance of any of such terms, covenants or
conditions.
  F.           This
Sublease contains the entire agreement of the parties with respect to the
subject matter hereof, and any prior agreements or understandings, oral or
written, are merged herein.  This Sublease may not be extended,
renewed, terminated or modified, nor may any provision hereof be waived, except
by an instrument in writing executed by the party against whom enforcement of
the same is sought.
  G.           The
submission of any draft of this Sublease to Tenant shall not constitute an offer
to sublease, and neither party shall be bound hereunder unless and until fully
executed counterparts are delivered to both parties.  This Sublease
may be executed in counterparts, each of which shall be deemed to be an original
and all of which shall constitute the same instrument.  Transmission
of a signed copy of this instrument by a party by facsimile or electronic
transmission shall be deemed to be delivery of an original
counterpart.
  H.           Except
as specifically provided in this Sublease, there shall be no allowance or credit
or abatement or diminution of Rent or liability on the part of Landlord or Prime
Landlord by reason of inconvenience, injury or annoyance to business or
otherwise arising from or in connection with the making of any repairs,
alterations, additions or improvements in or to any portion of the Premises, the
Building or the Property.  Notwithstanding the preceding sentence, if
Landlord receives an allowance or credit or abatement or diminution of rent due
under the Prime Lease or liability under the Prime Lease (including, without
limitation, pursuant to Section 66 of the Prime Lease) for a failure to provide
services or utilities or other failure on the part of the Prime Landlord that
occurs during the Term of this Sublease and Tenant suffers the same failure to
provide services or utilities or other failure on the part of the Prime Landlord
that gave rise to the allowance, credit, abatement or diminution of rent due
under the Prime Lease or liability under the Prime Lease that Landlord suffered,
then Tenant shall be entitled to its proportionate share of the same, provided
that the proportionate share shall be determined as a percentage of rent reduced
and not on a dollar basis and provided further that the proportion shall be
determined solely for events occurring during the Term of this
Sublease.  For example, if Landlord receives a 5% rent abatement for a
failure by the Prime Landlord that occurs during the last three months of the
Term of the Sublease and continues thereafter for an additional month, then
Tenant shall receive a 5% abatement in its rental amount for a three month
period.
  17
  I.           Tenant
shall, at any time and from time to time, as requested by Landlord, execute and
deliver to Landlord within ten (10) days after receipt of such request a
statement (a) certifying that this Sublease is unmodified and in full force
and effect (or if modified, that same is in full force and effect as modified
and stating the modifications), (b) certifying the dates to which Base Rent
and Additional Rent have been paid, (c) stating whether or not, to the best
knowledge of Tenant, either party is in default in the performance of any of its
obligations under this Sublease, and, if so, specifying each such default of
which Tenant has knowledge, and (d) stating whether or not, to the best
knowledge of Tenant, any condition or event exists which with the giving of
notice or the passage of time, or both, would constitute such a default, and, if
so, specifying each such condition or event.
  29.          PRIME
LANDLORD’S CONSENT. This
Sublease and the obligations of the parties hereunder are expressly conditioned
upon Landlord’s obtaining prior written consent hereto by Prime Landlord, if
such written consent is required under the Prime Lease.  Tenant shall
promptly deliver to Landlord any information reasonably requested by Prime
Landlord (in connection with Prime Landlord’s approval of this Sublease) with
respect to the nature and operation of Tenant’s business and/or the financial
condition of Tenant.  Landlord and Tenant hereby agree, for the
benefit of Prime Landlord, that this Sublease and Prime Landlord’s consent
hereto shall not (a) create privity of contract between Prime Landlord and
Tenant; (b) be deemed to have amended the Prime Lease in any regard; or (c) be
construed as a waiver of Prime Landlord’s right to consent to any assignment of
the Prime Lease by Landlord or any further subletting of premises leased
pursuant to the Prime Lease, or as a waiver of Prime Landlord’s right to consent
to any assignment by Tenant of this Sublease or any sub-subletting of the
Premises or any part thereof.  If Prime Landlord fails to consent to
this Sublease within sixty (60) days after the date of this Sublease, either
party shall have the right to terminate this Sublease by giving written notice
thereof to the other at any time thereafter, but before Prime Landlord grants
such consent.
  30.          BROKERAGE. Each
party warrants to the other that it has had no dealings with any broker or agent
in connection with this Sublease other than the Broker as specified in Section l(Q), whose
commission shall be paid by Landlord, and covenants to pay, hold harmless and
indemnify the other party from and against (i) any and all costs (including
reasonable attorneys, fees), expense or liability for any compensation,
commissions and charges claimed by any other broker or other agent with respect
to this Sublease or the negotiation thereof on behalf of such party, or (ii) the
costs and expenses of the indemnified party in connection with any such
claim.
  18
  31.          FORCE
MAJEURE. Landlord
shall not be deemed in default with respect to any of the terms, covenants and
conditions of this Sublease on Landlord’s part to be performed, if Landlord’s
failure to timely perform same is due in whole or in part to any strike,
lockout, labor trouble (whether legal or illegal), civil disorder, failure of
power, restrictive governmental laws and regulations, riots, insurrections, war,
shortages, accidents, casualties, acts of God, acts caused directly by Tenant or
Tenant’s agents, employees and invitees or any other cause beyond the reasonable
control of Landlord.  This Section shall not be applicable, however,
if Landlord’s failure timely to perform creates a default by Landlord under the
Prime Lease.
  32.          BUILDING
DIRECTORY SIGNAGE. Landlord
shall make available to Tenant a proportionate share (based on the size of the
Premises as compared to Landlord's premises under the Prime Lease) of Landlord's
rights to the Building's directory signage granted under the Prime Lease;
provided, however, subject to obtaining Prime Landlord's consent if such consent
is required, the space available to Tenant shall not be less than the space
granted to tenants with similarly sized offices in the Building.  Additionally,
Tenant shall be permitted to place signage, subject to the prior written
approval of Prime Landlord and of Landlord, which approval of Landlord shall not
be unreasonably withheld, in the elevator lobby area on the floor of the
Premises, so long as such signage is in compliance with the Prime Lease (and the
rules and regulations contained therein).
  33.          REPRESENTATIONS
OF TENANT. Tenant
represents to Landlord that, subject to obtaining the consent of Prime Landlord
to this Sublease and the provisions of any agreement pursuant to which such
consent is granted, it has the power and authority to execute and deliver this
Sublease and perform its obligations hereunder.
  34.          SUCCESSORS
AND ASSIGNS. The
agreements, terms, covenants and conditions herein shall bind and inure to the
benefit of Landlord and Tenant and their respective successors and
assigns.
  35.          JURY
TRIAL WAIVER. Landlord
and Tenant hereby waive trial by jury in any action or proceeding brought by
either of the parties hereto against the other on any matters arising out of or
in any way connected with this Sublease or Tenant’s use or occupancy of the
Premises.
  36.          GOVERNING
LAW. This Sublease shall be governed by and construed in accordance with the laws of
the State of New York.
  37.          CONFIDENTIALITY. From
and after the date of this Sublease, Landlord and Tenant shall maintain the
terms and conditions of this Sublease confidential and, without the other
party's prior written consent, shall neither discuss nor disclose the terms and
conditions of this Sublease with any tenant or occupant of the Building or with
any other person, other than (i) the Broker, (ii) the attorneys who are
representing Tenant and Landlord in connection with this Lease, (iii) Tenant’s
and Landlord's accountants and (iv) any proposed sub-subtenant of the Premises
or assignee of this Sublease or proposed assignee of the Prime Lease or lender
providing financing to Tenant or Landlord and only if and to the extent such
other parties listed in clauses (i) to (iv) inclusive are informed by Tenant or
Landlord of the confidential nature of this Sublease and shall agree to act in
accordance with the provisions of this section, or (v) if required to do so to
enforce the terms of this Sublease, or as may otherwise be required to be
disclosed by law or judicial process.
  19
  38.          SECURITY
DEPOSIT. To
secure the faithful performance by Tenant of all the covenants, conditions and
agreements in this Sublease set forth and contained on the part of Tenant to be
fulfilled, kept, observed and performed including, but not by way of limitation,
such covenants and agreements in this Sublease which become applicable upon the
termination of the same by re-entry or otherwise, Tenant shall, within ten (10)
days after the Prime Landlord consents to this Sublease, deposit with Landlord a
clean, irrevocable one year letter of credit payable on sight draft issued by a
bank reasonably acceptable to Landlord in the amount specified in Section 1(O)
hereof in such form that is reasonably acceptable to Landlord (the “Letter of
Credit”).  The Letter of Credit
shall provide that funds under the Letter of Credit are available to Landlord
against a draft stating that (i) Tenant has defaulted under this Sublease after
expiration of all applicable notice and cure periods, or (ii) the Letter of
Credit is expiring and is not being extended and Landlord has not received from
Tenant a replacement letter of credit within the time period prescribed
below.The
Letter of Credit shall provide for automatic one-year extensions of the term of
such Letter of Credit, with the final extension to expire no sooner than thirty
(30) days after the last day of the Term hereof.  At any time that
Tenant is in default under this Sublease beyond any applicable notice and cure
periodin the payment of any Base Rent or
any other item of rental or for any sum which Landlord may expend or be required
to expend by reason of Tenant’s default in respect of any of the terms,
covenants and conditions of this Sublease, Landlord shall have the right to draw
down aportion of the Letter of Credit orthe entire
Letter of Credit,as may be needed by Landlord to cure Tenant’s
defaultand
apply the proceeds or any part thereof in accordance with the provisions of this
Section.  Landlord shall also have the right to draw down the entire
Letter of Credit in the event Landlord receives notice that the date of expiry
of the Letter of Credit will not be extended by the issuing bank and as of the
date of the drawing Landlord has not received from Tenant a replacement letter
of credit within the time period prescribed below, or in the event a replacement
letter of credit, issued in accordance with this Sublease in form satisfactory
to Landlord, is not delivered at least fifteen (15) days before the expiration
of the Letter of Credit which is then held by Landlord, or in the event the
issuer of the Letter of Credit fails to transfer the Letter of Credit to a
transferee of Landlord’s interest as tenant under the Prime Lease and as
sublandlord hereunder within ten (10) Business Days after Landlord has requested
such transfer to be effectuated per the terms of the Letter of
Credit.  If Landlord shall have drawn down the Letter of Credit and
applied all or a portion thereof in accordance with the terms of this Section,
then Tenant shall deposit with Landlord, within three (3) days after notice from
Landlord, an amount of cash sufficient to bring the balance of the cash then
being held by Landlord under this Section to the amount of the then required
Security Deposit.  If Tenant shall fully and faithfully comply with
all of the terms, provisions, covenants and conditions of this Sublease,
Landlord shall return the Letter of Credit to Tenant within thirty (30) days
after the Expiration Date (or sooner termination of the Term hereof) and after
delivery of possession of the Premises to Landlord in the condition required
hereunder.  Notwithstanding any provision to the contrary herein, the
Security Deposit shall be reduced from the amount set forth in Section 1(O) by the
amount of $49,116.66 ("Reduction Amount") on each of the following dates (each,
a "Reduction Date") (i) the first day of the month after the month in which the
first anniversary of the Rent Commencement Date occurs, (ii) the first day of
the month after the month in which the second anniversary of the Rent
Commencement Date occurs, and (iii) the first day of the month after the month
in which the third anniversary of the Rent Commencement Date occurs, provided
and upon the condition that on each of the Reduction Dates, (x) this Sublease
shall be in full force and effect, (y) Tenant shall not then be in default
hereunder beyond any applicable notice and cure period, and (z) there has been
no uncured default during the previous twelve (12) month period (collectively,
the "Reduction
Conditions").  If Tenant is not entitled to reduce the Security
Deposit as of a particular Reduction Date due to Tenant's failure to satisfy the
Reduction Conditions upon a Reduction Date, then such Reduction Date and each
succeeding Reduction Date shall be extended by twelve (12)
months.
  20
  39.          FREIGHT
ELEVATOR .  Landlord
shall pay the charges imposed by the Prime Landlord for the Tenant to use the
freight elevator on a non-exclusive basis during normal business hours (if such
use during normal business hours is permitted by the Prime Landlord) or after
normal business hours for up to twelve (12) hours to permit Tenant to move into
the Building.
  Tenant shall permit access to Landlord
through the Premises in the event that Landlord must use the freight elevator in
order to receive a shipment of bulky equipment that does not fit in the elevator
serving Landlord's premises.  Landlord shall give prior notice to
Tenant of such need for access, shall minimize interference with the conduct of
Tenant's business, shall reimburse Tenant for any reasonable third party costs
incurred by Tenant as a result of damage to the Premises resulting from the
permission granted to Landlord under this paragraph and shall indemnify and hold
harmless Tenant from any liability resulting therefrom.
  40           HVAC .  Tenant
acknowledges that the Prime Landlord is obligated to supply heat to the Premises
pursuant to the Prime Lease during the hours specified in the Prime
Lease.  Tenant shall have a thermostat to control when the
air-conditioning system for the Premises is on and the temperature to which the
air is cooled.  Tenant acknowledges that it is the Tenant's obligation
to pay the cost of electricity to operate the air-conditioning
system.
  21
 
 The
parties have executed this Sublease the day and year first above
written.
  EPSILON
      DATA MANAGEMENT LLCBy:Name:Title:INTERCLICK,
      INC.By:Roger
      Clark, Chief Financial
Officer
  S-1
  EXHIBIT
A
 
 FLOOR
PLAN
  A-1
  EXHIBIT
B
 
 WORK
AGREEMENT
  Landlord
and Tenant hereby covenant and agree as follows:
  ARTICLE
I
 LANDLORD’S
WORK
  Subject
to obtaining the consent of the Prime Landlord, Landlord, at its expense, shall
furnish, install and perform in the Premises, all of the work (“Landlord’s Work”)
shown on the layout plan (the “Preliminary Plan”)
annexed to this Lease as Exhibit B-1 which
consists of constructing a demising wall and associated mechanical, electrical,
plumbing, fire alarm and fire protection work needed to provide work space for
Tenant in the Premises and to separate the Premises from the remainder of the
floor occupied by Landlord, performance of life safety related work to demise
the Premises, relocation of telephone and data installations to separate
installations previously used by Landlord from those to be used by Tenant,
construction of a handicapped accessible bathroom and installation of a
reception station created with modular furniture adjacent to the entrance to the
Premises near 19th
Street.  Within ten (10) days of the date of execution of this
Sublease, Tenant shall furnish Landlord with all the information necessary to
enable Landlord to prepare final working drawings for Landlord’s Work (the
“Plans”) and
Landlord’s rendition of a reasonable estimate of the cost of Landlord’s Work and
any Additional Work (as hereinafter defined).  Landlord shall submit
the Plans for Tenant’s approval, which approval shall not be unreasonably
withheld and which approval shall be deemed given if not denied by Tenant in
writing within five (5) Business Days after Landlord’s submission of the Plans
to Tenant.  If Tenant shall object to any part of the Plans, such
objections shall be made in a writing given by Tenant to Landlord within such
five (5) Business Day period, which objections shall be set forth in such notice
in sufficient detail to enable Landlord to modify such Plans in order to make
them acceptable to Tenant.  Tenant shall respond to such revised plans
within three (3) Business Days and Tenant’s approval thereof shall be deemed
given if not denied by Tenant in writing within said (3) Business Day
period.  Notwithstanding anything contained herein to the contrary,
Landlord’s cost and expenses incurred with respect to Landlord’s Work,
Additional Work, the costs of permits, filing fees and Landlord’s expediter,
architect, engineer and related professionals, shall not exceed $450,000.00
(“Landlord’s Maximum
Work Cost”).  Tenant shall pay all costs and expenses in excess
of Landlord’s Maximum Work Cost, including without limitation, costs for
construction during overtime hours if requested by Tenant, upon demand and as
otherwise directed by Landlord.  Such costs and expenses shall be
additional rent.
  Tenant
may, in its discretion, request Landlord to have Landlord's contractors work
overtime hours, and Landlord shall use commercially reasonable efforts to have
the contractors expedite construction on an overtime basis in order to reach the
Substantial Completion Date more quickly.  Tenant acknowledges that,
as a result of incurring overtime charges, the cost of Landlord's Work,
Additional Work and the cost of permits, filing fees and Landlord's expediter,
architect, engineer and related professionals will increase and it is more
likely that Landlord's costs will exceed Landlord's Maximum Work Cost by a
greater amount than would have otherwise been the case if Tenant had not
requested Landlord to have the contractors work overtime hours.
  B-1
  
 In the
event that Tenant begins occupancy of the Premises before Landlord completes
Landlord's Work, Tenant shall grant access to Landlord and Landlord's
contractors and architects, shall permit Landlord to store construction
equipment and supplies on the Premises and shall comply with Landlord's safety
directives.
  Landlord
shall use commercially reasonable efforts to cause the Prime Landlord to have
the building systems or portions of building systems that are the responsibility
of Prime Landlord to repair and maintain under the Prime Lease be in good
working order on the Commencement Date.
  ARTICLE
II
 ADDITIONAL
WORK
  If Tenant
shall request Landlord to perform additional work in the Premises or to
substitute for any item or quantity of work forming part of Landlord’s Work,
which causes Landlord’s Work to exceed Landlord’s Maximum Work Cost, such
request shall be deemed to be Additional Work (hereinafter “Additional Work”) and
Tenant shall pay to Landlord the actual costs incurred by Landlord in excess of
Landlord’s Maximum Work Cost for all aspects of the Additional Work, including
labor, materials, overtime, permits, filing fees and Landlord's expediter,
architect, engineer and related professionals.  Landlord shall
estimate reasonably the cost of the Additional Work depicted on the Plans or
requested by Tenant and advise Tenant of such estimate (the “Plan Based Estimate”)
and Tenant shall either promptly withdraw its request for all or part of the
Additional Work so estimated or pay to Landlord, prior to the commencement of
Landlord’s Work or the Additional Work, the Plan Based Estimate, which payment
shall be reconciled by Landlord and Tenant upon the completion of the Additional
Work.  If Tenant fails to withdraw such request within five (5)
Business Days of receiving such estimate, Tenant shall be deemed to have
approved such Additional Work and estimated cost therefor.  Landlord
shall have the right to demand payment of such estimated cost by Tenant (to the
extent such estimated cost exceeds Landlord's Maximum Work Cost) prior to
commencing the Additional Work.
  ARTICLE
III
 TENANT’S AUTHORIZED
AGENT(S)
  Any
architect or designer acting for or on behalf of Tenant shall be deemed an agent
of Tenant duly authorized to bind and act for Tenant in all
respects.
  B-2
 
 ARTICLE
IV
 TENANT’S DELAY; ADVANCEMENT
OF COMMENCEMENT DATE
  If there
is a delay: (i) in submission of the Plans to Tenant for its approval due to the
failure of Tenant to (a) timely provide all of the information required by
Landlord to cause such Plans to be prepared, (b) timely provide Landlord with a
notice sufficiently detailing Tenant’s objections to the Plans in order to
enable Landlord to modify such Plans in order to make them acceptable to Tenant
or (c) otherwise cooperate in the preparation of the Plans; (ii) in the
Substantial Completion Date, due to any act or omission of Tenant, its
contractors, subcontractors, architects, space designers, agents or employees,
including, without limitation, delays in submission of information or giving
authorizations or approvals in accordance with the time periods set forth above;
or (iii) resulting from Tenant’s request for Landlord to make changes in
Landlord’s Work, to perform Additional Work or if Tenant requests revisions to
the Plans (any of the foregoing being called a “Tenant’s Delay”),
then the Substantial Completion Date shall be deemed to have occurred on the
date the Premises would have been available but for the duration of such
Tenant’s Delays aforesaid.
  If the
Landlord's Work has not been substantially completed, other than punchlist items
(the "Finish Date") by the eighty-fourth (84th) day
after the later of (i) the date that Landlord commences the Landlord's Work, or
(ii) the date that Prime Landlord consents to this Sublease, the Landlord's Work
and the Additional Work (the "Work Commencement Date"), subject to extension for
events of force majeure or Tenant's Delay, then the Rent Commencement Date shall
be extended two (2) days for each day after such eighty-fourth (84th) day
until the Finish Date occurs with respect to Landlord's Work.  If the
Finish Date for Landlord's Work has not occurred by the one hundred twelfth
(112th) day
after the Work Commencement Date (subject to extension for events of force
majeure or Tenant's Delay), then Tenant shall have the right to terminate this
Sublease by providing written notice to the Landlord.  Within ten (10)
days following such termination, Landlord shall return the Security Deposit and
prepaid rent, if any, to Tenant.
  ARTICLE
V
 ENTRY BY
TENANT
  In the
event Tenant shall desire to make any installations (herein called “Tenant’s
Installations”) which are not to be made by Landlord for Tenant, the
following shall apply:
  On
condition that such Tenant’s Installations will not require any structural
change, and further provided that all Landlord’s Work and Additional Work
required to be made by Landlord therein shall have reached a point with respect
to which, in Landlord’s sole judgment, exercised in good faith, the making of
Tenant’s Installations will not delay or hamper Landlord in the completion of
Landlord’s Work or any Additional Work, Tenant may enter the Premises for the
purpose of making Tenant’s Installations subject, however, to the applicable
provisions concerning Alterations of the Sublease to which this Work Agreement
is annexed.  The foregoing shall include access by Tenant’s telephone,
cable and other information technology contractors.
 
 Prior to
the date that Landlord completes Landlord's Work, any entry by Tenant in or on
the Premises shall be at Tenant’s sole risk.  Tenant’s Installations
shall be completed free of all liens and encumbrances.
  B-3
  In the
event Tenant or any agent or contractor of Tenant shall enter upon the Premises
or any other part of the Building, Tenant agrees to indemnify and save Landlord
and Prime Landlord free and harmless from and against any and all claims
whatsoever arising out of said entry or any work performed by such contractor,
except if such damage or injury was caused by the gross negligence or willful
misconduct of Landlord or its employees, agents and/or
contractors.  Tenant’s agents, contractors and their employees shall
comply with the rules, regulations and requirements of Building management for
the performance of work and coordination of said agents, contractors and their
employees so as to avoid the intrusion into the operation of the Building and
the business operation of other tenants.
  Tenant
has informed Landlord that Tenant desires to make the following Tenant's
Installations at Tenant's cost:
  1.           Perform
duct work in the telecommunications closet on the tenth (10th) floor
of the Property ("Network Closet") so that the duct shall be on its own
zone;
  2.           Change
the air duct in the Network Closet so that air blows down to the front of the
racks;
  3.           Install
fiber conduit in the Network Closet;
  4.           Install
two 30 amp services in Network Closet;
  5.           Divide
current training room into two separate conference rooms.
  Subject
to (i) obtaining Prime Landlord's consent to the above Tenant's Installation to
the extent such consent is required and (ii) Tenant performing Tenant's
Installations in accordance with this Sublease, including this Work Agreement
and applicable laws and regulations, Landlord hereby consents to the Tenant's
Installations described in items 1 through 4 above.
  B-4
 
 EXHIBIT
B-1
 
 LAYOUT
PLAN
  B-5
 
 EXHIBIT
C
 
 FURNITURE
INVENTORY
  C-1