Exhibit
      10.2.2





SECOND
      AMENDMENT





AGREEMENT,
      made this day of January, 2006, entered into between GLORIOUS SUN ROBERT MARTIN,
      L.L.C., New York limited liability company, having an office at c/o Mack-Cali
      Realty Corporation, 100 Clearbrook Road, Elmsford, New York 10523 (herein
      referred to as "Landlord"), and TRAFFIX, INC. (formerly known as Quintel
      Communications, Inc., which was formerly known as Quintel Entertainment, Inc.),
      a Delaware corporation, having its principal place of business at One Blue
      Hill
      Plaza, Pearl River, New York 10965.





WITNESSETH
      :





WHEREAS,
      Landlord and Tenant entered into a written lease agreement dated May 16, 1996,
      as amended by First Amendment dated July 27, 2000 (herein collectively referred
      to as the "Lease") wherein and whereby Landlord currently leases to Tenant
      and
      Tenant currently hires from Landlord approximately 14,220 rentable square feet
      in the building known as One Blue Hill Plaza, Pearl River, New York for a term
      which currently expires on July 31, 2006, and





WHEREAS,
      the parties hereto desire to amend and extend the term of said Lease pursuant
      to
      the terms and provisions set forth below;





NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and other
      good and valuable consideration, each to the other in hand paid, IT IS AGREED
      as
      follows:





1.  The
      Lease
      is hereby extended for a period of five (5) years three and one-half (3.5)
      months commencing August 1, 2006 and expiring on November 15, 2011 (“Renewal
      Term”).





2.  During
      the Renewal Term, the following shall be effective:





a)  the
      fixed
      rent set forth in Section 3.01(a) of the Lease (which includes Electric Rent
      pursuant to Article 21 of the Lease) shall be as follows:





Period
            
            Annual
                Rent
            
            Monthly
                Rent
            
            Annual
                Per Sq. Ft. Rent8/1/06
                - 11/15/11
            
            $
            305,730.00
            
            $
            25,477.50
            
            $
            21.50





Notwithstanding
      anything herein to the contrary, provided Tenant is not in default under the
      Lease, Tenant shall have no obligation to pay fixed rent for the three and
      one-half (3.5) month period commencing on August 1, 2006 and expiring on
      November 14, 2006 and Tenant’s obligation to pay fixed rent for the Renewal Term
      shall commence on November 15, 2006.





b)  The
      definition of Base Tax set forth in the first sentence of Section 4.01(b) of
      the
      Lease shall be deleted in its entirety and the following shall be substituted
      in
      its place:





“(b)‘Base
      Tax’ shall mean a sum determined by applying the tax rates set forth on tax
      bills rendered by the taxing authorities for the fiscal tax year 2006/2007
      for
      fiscal year taxes and the calendar year 2006 for calendar year taxes of each
      such taxing authority to the assessed valuations (after any reduction in said
      assessment as a result of any tax abatement or other tax relief of any nature
      whatsoever) of the Real Property for the fiscal tax year 2006/2007 for fiscal
      year taxes and the calendar year 2006 for calendar year taxes.”




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c)  The
      definition of Base Operating Expenses set forth in the first sentence of Section
      4.01(d) of the Lease shall be deleted in its entirety and the following shall
      be
      substituted in its place:





“(d)
      ‘Base Operating Expenses’ shall mean Operating Expenses for the 2006 calendar
      year (“Base Expense Year”).”





d)  Section
      16.01(a) of the Lease is amended by deleting “ten (10) spaces for executive
      cars” and inserting “fourteen (14) spaces for executive cars” in its place, and
      by deleting “sixty (60) spaces for employee cars” and inserting fifty-six (56)
      spaces for employee cars” in its place.





e)  Article
      17 (Tenant’s Changes) of the Lease is hereby amended as follows: (i) by deleting
      the reference to “$50,000.00” in Section 17.01(f) and substituting “$100,000.00”
in its place; and (ii) by deleting the reference to “$100,000.00” in Section
      17.03 and substituting “$200,000.00” in its place.





3.  Landlord
      hereby leases to Tenant and Tenant hereby hires from Landlord the Demised
      Premises in its "AS-IS" condition for the Renewal Term, under the terms and
      conditions set forth herein.  Landlord
      represents that to the best of Landlord’s knowledge, that (i) the Building
      complies with all codes including, fire, the Americans with Disabilities Act,
      life, safety, environmental and OSHA and (ii) there are no asbestos, PCB’s and
      other hazardous materials in the Building in violation of environmental laws.
      Landlord shall comply with and cause the Building to comply with all laws and
      requirements of public authorities including environmental laws and all codes
      including, fire, the Americans with Disabilities Act, life, safety,
      environmental and OSHA.





4.  A
      new
      Article 48 (Option to Renew) of the Lease shall be added to the Lease as
      follows:




“ 48.01.  Option
      to Renew.





(a)
      If
      the term of this lease shall then be in full force and effect and Tenant has
      complied fully with its obligations hereunder, Tenant shall have the option
      to
      extend the term of this lease for a period of either (i) three (3) years or
      (ii)
      five (5) years (the "Extension Term") commencing on the day immediately
      following the Expiration Date, provided however that Tenant shall give Landlord
      notice of its election to extend the term, which notice shall state whether
      Tenant has elected to extend the term for 3 years or 5 years, and which notice
      shall be given no earlier than fifteen (15) months prior to the Expiration
      Date
      nor later than twelve (12) months prior to the Expiration Date of the term. **Time
      shall be of the essence** in
      connection with the exercise of Tenant's option pursuant to this
      Article.





(b)
      Such
      extension of the term of this lease shall be upon the same covenants and
      conditions, as herein set forth except for the fixed rent (which shall be
      determined in the manner set forth below), and except that Tenant shall have
      no
      further right to extend the term of this lease after the exercise of the single
      option described in paragraph (a) of this Section. If Tenant shall duly give
      notice of its election to extend the term of this lease, the Extension Term
      shall be added to and become a part of the term of this lease (but shall not
      be
      considered a part of the initial term), and any reference in this lease to
      the
      "term of this lease", the "term hereof", or any similar expression shall be
      deemed to include such Extension Term, and, in addition, the term "Expiration
      Date" shall thereafter mean the last day of such Extension Term. Landlord shall
      have no obligation to perform any alteration or preparatory or other work in
      and
      to the Demised Premises or to make any contribution toward the cost thereof
      and
      Tenant shall continue possession thereof in its "as is" condition .





(c)
      If
      Tenant exercises its option for the Extension Term, the fixed rent during the
      Extension Term shall be the fair market rent for the Demised Premises, as
      hereinafter defined.




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(d)
      Landlord and Tenant shall use their best efforts, within 30 days after Landlord
      receives Tenant's notice of its election to extend the term of this lease for
      the Extension Term ("Negotiation Period"), to agree upon the fixed rent to
      be
      paid by Tenant during the Extension Term. If Landlord and Tenant shall agree
      upon the fixed rent for the Extension Term, the parties shall promptly execute
      an amendment to this lease stating the fixed rent for the Extension
      Term.





(e)
      If
      the parties are unable to agree on the fixed rent for the Extension Term during
      the Negotiation Period, then within 15 days after notice from the other party,
      given after expiration of the Negotiation Period, each party, at its cost and
      upon notice to the other party, shall appoint a person to act as an appraiser
      hereunder, to determine the fair market rent for the Demised Premises for the
      Extension Term. Each such person shall be a real estate broker or appraiser
      with
      at least ten years' active commercial real estate appraisal or brokerage
      experience (involving the leasing of office space as agent for both landlords
      and tenants) in Rockland County. If a party does not appoint a person to act
      as
      an appraiser within said 15 day period, the person appointed by the other party
      shall be the sole appraiser and shall determine the aforesaid fair market rent.
      Each notice containing the name of a person to act as appraiser shall contain
      also the person's address. Before proceeding to establish the fair market rent,
      the appraisers shall subscribe and swear to an oath fairly and impartially
      to
      determine such rent.





If
      the
      two appraisers are appointed by the parties as stated in the immediately
      preceding paragraph, they shall meet promptly and attempt to determine the
      fair
      market rent. If they are unable to agree within 45 days after the appointment
      of
      the second appraiser, they shall attempt to select a third person meeting the
      qualifications stated in the immediately preceding paragraph within 15 days
      after the last day the two appraisers are given to determine the fair market
      rent. If they are unable to agree on the third person to act as appraiser within
      said 15 day period, the third person shall be appointed by the American
      Arbitration Association, upon the application of Landlord or Tenant to the
      office of the Association nearest the Building. The person appointed to act
      as
      appraiser by the Association shall be required to meet the qualifications stated
      in the immediately preceding paragraph. Each of the parties shall bear 50%
      of
      the cost of appointing the third person and of paying the third person's fees.
      The third person, however selected, shall be required to take an oath similar
      to
      that described above.





The
      three
      appraisers shall meet and determine the fair market rent. A decision in which
      two of the three appraisers concur shall be binding and conclusive upon the
      parties. In deciding the dispute, the appraisers shall act in accordance with
      the American Arbitration Rules for the Real Estate Industry then in force of
      the
      American Arbitration Association, subject however, to such limitations as may
      be
      placed on them by the provisions of this lease.





Notwithstanding
      the foregoing, in no event shall the fixed rent during the Extension Term be
      less than the fixed rent during the last year of the term of this lease
      immediately prior to the Extension Term.





(f)
      After
      the fair market rent for the Extension Term has been determined by the appraiser
      or appraisers and the appraiser or appraisers shall have notified the parties,
      at the request of either party, both parties shall execute and deliver to each
      other an amendment of this lease stating the fixed rent for the Extension
      Term.





(g)
      If
      the fixed rent for the Extension Term has not been agreed to or established
      prior to the commencement of the Extension Term, then Tenant shall pay to
      Landlord an annual rent ("Temporary Rent") which Temporary Rent shall be equal
      to 150% of the fixed rent payable by Tenant for the last year of the term
      immediately preceding the Extension Term. Thereafter, if the parties shall
      agree
      upon a fixed rent, or the fixed rent shall be established upon the determination
      of the fair market rent by the appraiser or appraisers, at a rate at variance
      with the Temporary Rent (i) if such fixed rent is greater than the Temporary
      Rent, Tenant shall promptly pay to Landlord the difference between the fixed
      rent determined by agreement or the appraisal process and the Temporary Rent,
      or
      (ii) if such fixed rent is less than the Temporary Rent, Landlord shall credit
      to Tenant's subsequent monthly installments of fixed rent the difference between
      the Temporary Rent and the fixed rent determined by agreement or the appraisal
      process.




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(h)
      In
      describing the fair market rent during the Extension Term, the appraiser or
      appraisers shall be required to take into account that the Demised Premises
      are
      being leased in its then as-is condition without any further improvements and
      taking into consideration the rentals at which leases are then being concluded
      (as of the last day of the term) (for 3 or 5 year leases, as the case may be,
      without renewal options with the lessor and lessee each acting prudently, with
      knowledge and for self-interest, and assuming that neither is under undue
      duress) for comparable space in the Building and in comparable office buildings
      in the Town of Orangetown .




(i)  The
      option granted to Tenant under this Article 48 may be exercised only by Tenant,
      its affiliates, permitted successors and assigns, and not by any subtenant
      or
      any successor to the interest of Tenant by reason of any action under the
      Bankruptcy Code, or by any public officer, custodian, receiver, United States
      Trustee, trustee or liquidator of Tenant or substantially all of Tenant's
      property. Tenant shall have no right to exercise this option subsequent to
      the
      date Landlord shall have the right to give the notice of termination referred
      to
      in Article 32 unless Tenant cures the default within the applicable grace
      period. Notwithstanding the foregoing, Tenant shall have no right to extend
      the
      term if, at the time it gives notice of its election (i) Tenant shall not be
      in
      occupancy of substantially all of the Demised Premises or (ii) the Demised
      Premises or any part thereof shall be the subject of a sublease. If Tenant
      shall
      have elected to extend the term, such election shall be deemed withdrawn if,
      at
      any time after the giving of notice of such election and prior to the
      commencement of the Extension Term, Tenant shall sublease all or any portion
      of
      the Demised Premises.”




5.  A
      new
      Article 49 (Option for Additional Space) shall be added to the Lease as
      follows:





“49.01  Option
      for Additional Space.





A.
      (i)
      Subject to the provisions of this Article, Tenant shall have the option to
      lease
      from Landlord the balance of the space on the fifth (5 th ) floor
      of the Building ("Additional Space") **** at
      the
      expiration of the existing space leases for such Additional Space which is
      currently leased and at the expiration of the initial space leases for such
      Additional Space which is currently vacant, subject in either event, to
      Landlord’s right to renew such leases, the existing rights of existing tenants
      and the requirements of tenants leasing more than 14,220 rentable square feet.
      If the term of this lease shall be in full force and effect on the expiration
      or
      termination date of the existing space leases for such Additional Space which
      is
      currently leased and at the expiration of the initial space leases for such
      Additional Space which is currently vacant, subject to Landlord’s right to renew
      such leases, the existing rights of existing tenants and the requirements of
      larger tenants, and the date upon which Tenant shall exercise the option
      hereinafter referred to, Tenant shall have the option to lease all, but not
      less
      than all of the Additional Space on an as-is basis, provided Tenant gives
      Landlord written notice of such election within 10 business days after Tenant
      shall receive Landlord's notice that such Additional Space is available for
      leasing to Tenant. If Tenant fails or refuses to exercise this option within
      the
      time period set forth above **(time
      being of the essence)** ,
      then
      and in such event Tenant shall have no further rights under this Section with
      respect to such Additional Space. If Tenant shall elect to lease all or any
      portion of the Additional Space (a) the Additional Space shall be deemed
      incorporated within and part of the Demised Premises on the date Landlord shall
      notify Tenant that such Additional Space is ready for occupancy by Tenant,
      (b)
      the fixed rent payable pursuant to Section 3.01 shall be increased by an amount
      such that during the balance of the term of this lease the fixed rent for each
      square foot of Rentable Area in the Additional Space shall be at the then fair
      market rent which sum shall be determined in the manner set forth in Section
      (ii), plus Electric Rent pursuant to Article 21, (c) Tenant's Proportionate
      Share shall be proportionately increased, (d) the number of parking spaces
      available to Tenant pursuant to Article 16 shall be increased by three
      (3) **** spaces
      per 1,000 square feet of Rentable Area in the Additional Space, and (e) all
      the
      other terms and provisions set forth in this lease shall apply, except that
      Landlord shall not be required to perform any work with respect to the
      Additional Space or make any contribution toward the cost thereof. The parties
      shall promptly execute an amendment of this lease confirming Tenant's election
      to lease said Additional Space and the incorporation of said Additional Space
      into the Demised Premises.




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(ii)  Landlord
      and Tenant shall use their best efforts, within 30 days after Landlord receives
      Tenant's notice of its election to lease said Additional Space, ("Negotiation
      Period") to agree upon the fixed rent to be paid by Tenant for said Additional
      Space. If Landlord and Tenant shall agree upon the fixed rent, the parties
      shall
      promptly execute an amendment to this lease stating the fixed rent for the
      Additional Space.





If
      the
      parties are unable to agree on the fixed rent for said Additional Space during
      the Negotiation Period, then within 15 days notice from the other party, given
      after expiration of the Negotiation Period, each party, at its cost and upon
      notice to the other party, shall appoint a person to act as an appraiser
      hereunder, to determine the fair market rent for the Additional Space. Each
      such
      person shall be a real estate broker or appraiser with at least ten years'
      active commercial real estate appraisal or brokerage experience (involving
      the
      leasing of similar space as agent for both landlords and tenants) in Rockland
      County. If a party does not appoint a person to act as an appraiser within
      said
      15 day period, the person appointed by the other party shall be the sole
      appraiser and shall determine the aforesaid fair market rent. Each notice
      containing the name of a person to act as appraiser shall contain the person's
      address. Before proceeding to establish the fair market rent, the appraisers
      shall subscribe and swear to an oath fairly and impartially to determine such
      rent.





If
      the
      two appraisers are appointed by the parties as stated in the immediately
      preceding paragraph, they shall meet promptly and attempt to determine the
      fair
      market rent. If they are unable to agree within 45 days after the appointment
      of
      the second appraiser, they shall attempt to select a third person meeting the
      qualifications stated in the immediately preceding paragraph within 15 days
      after the last day the two appraisers are given to determine the fair market
      rent. If they are unable to agree on the third person to act as appraiser within
      said 15 day period, the third person shall be appointed by the American
      Arbitration Association, upon the application of Landlord or Tenant to the
      office of the Association nearest the Building. The person appointed to act
      as
      appraiser by the Association shall be required to meet the qualifications stated
      in the immediately preceding paragraph. Each of the parties shall bear 50%
      of
      the cost of appointing the third person and of paying the third person's fees.
      The third person, however selected, shall be required to take an oath similar
      to
      that described above.




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The
      three
      appraisers shall meet and determine the fair market rent. A decision in which
      two of the three appraisers concur shall be binding and conclusive upon the
      parties. In deciding the dispute, the appraisers shall act in accordance with
      the American
      Arbitration Rules for the Real Estate Industry then in
      force of the American Arbitration Association, subject however, to such
      limitations as may be placed on them by the provisions of this
      lease.





After
      the
      fixed rent for the Additional Space has been determined by the appraiser or
      appraisers and the appraiser or appraisers shall have notified the parties,
      at
      the request of either party, both parties shall execute and deliver to each
      other an amendment of this lease stating the fixed rent for the Additional
      Space.





If
      the
      fixed rent for said Additional Space has not been agreed to or established
      prior
      to the incorporation of said Additional Space in the demised premises, then
      Tenant shall pay to Landlord an annual rent ("Temporary Rent") which Temporary
      Rent on a per square foot basis shall be equal to the Fixed rent, on a per
      square foot basis, then being paid by Tenant for the Demised
      Premises.





Thereafter,
      if the parties shall agree upon a fixed rent, or the Fixed rent shall be
      established upon the determination of the fair market rent by the appraiser
      or
      appraisers, at a rate at variance with the Temporary Rent (i) if such Fixed
      rent
      is greater than the Temporary Rent, Tenant shall promptly pay to Landlord the
      difference between the Fixed rent determined by agreement or the appraisal
      process and the Temporary Rent, or (ii) if such fixed rent is less than the
      Temporary Rent, Landlord shall credit to Tenant's subsequent monthly
      installments of fixed rent the difference between the Temporary Rent and the
      fixed rent determined by agreement or the appraisal process.





In
      determining the fair market rent for said Additional Space, the appraiser or
      appraisers shall be required to take into account the rentals at which leases
      are then being concluded for comparable space in the Building and in comparable
      buildings in the County of Rockland, New York. In no event shall the fixed
      rent
      for the Additional Space, on a per square foot basis, be less than the fixed
      rent for the Demised Premises, on a per square foot basis.





B.
      The
      option granted to Tenant under this Article 49 may be exercised only by Tenant,
      its permitted successors and assigns, and not by any subtenant or any successor
      to the interest of Tenant by reason of any action under the Bankruptcy Code,
      or
      by any public officer, custodian, receiver, United States Trustee, trustee
      or
      liquidator of Tenant or substantially all of Tenant's property. Tenant shall
      have no right to exercise any of such options subsequent to the date Landlord
      shall have the right to give the notice of termination referred to in Article
      32. Notwithstanding the foregoing, Tenant shall have no right to exercise the
      option granted to Tenant hereunder if, at the time it gives notice of such
      election (i) Tenant shall not be in occupancy of substantially all of the
      Demised Premises or (ii) the Demised Premises or any part thereof shall be
      the
      subject of a sublease. If Tenant shall have elected to exercise its option
      hereunder, such election shall be deemed withdrawn if, at any time after the
      giving of notice of such election and prior to the occupancy of the Additional
      Space, Tenant shall sublease all or any part of the Demised
      Premises.”




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6.  Tenant
      agrees not to disclose the terms, covenants, conditions or other facts with
      respect to the Lease, including, but not limited to, the fixed rent, to any
      person, corporation, partnership, association, newspaper, periodical or other
      entity except pursuant to a valid business purpose or as required by law,
      subpoena or other legal process or disclosure requirements applicable to a
      public company. This non-disclosure and confidentiality agreement shall be
      binding upon Tenant without limitation as to time, and a breach of this
      paragraph shall constitute a material breach under the Lease.





7.  Tenant
      represents that it has dealt with no broker in connection with this Second
      Amendment except Grubb & Ellis New York, Inc. and Mack-Cali Realty, L.P. and
      Tenant agrees to indemnify and hold Landlord harmless from any and all claims
      arising out of a breach of such representation and based thereupon, Landlord
      agrees to pay any commission due to Grubb
      & Ellis New York, Inc. and Mack-Cali Realty, L.P. pursuant to separate
      agreement with said brokers .





8.  Tenant hereby
      represents to Landlord that to its knowledge (i) there exists no default under
      the Lease either by Tenant or Landlord; (ii) Tenant is entitled to no credit,
      free rent or other offset or abatement of the rents due under the Lease; and
      (iii) there exists no offset, defense or counterclaim to Tenant’s obligation
      under the Lease. Landlord represents to that to its knowledge there exists
      no
      default by Tenant under the Lease.





9.  Except
      as
      otherwise set forth herein, all the other terms and provisions contained in
      the
      Lease shall remain in full force and effect.





10.  It
      is
      understood and agreed that this Second Amendment is submitted to the Tenant for signature with the understanding that
      it shall not bind the Landlord unless and until it has been executed by the
      Landlord and delivered to the Tenant or Tenant's attorney.





11.  The
      Lease, as hereby amended, shall be binding upon the parties hereto, their
      successors and assigns.





IN
      WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
      the
      day and year first above written.


GLORIOUS
                SUN ROBERT MARTIN, L.L.C.
              By:RM
                Blue Hill, LLC, memberBy:
            /s/Vice
              President




TRAFFIX, INC.By:
            /s/Name:
              Jeffrey L. SchwartzTitle:
                CEO







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