EXHIBIT
10.35  FIRST
AMENDMENT TO LEASE   THIS FIRST
AMENDMENT TO LEASE (Amendment) is made and entered into this 18thday of January, 2002, by and between
MARTIN CBP ASSOCIATES, L.P., a Delaware limited partnership (Landlord), and
HEARME, a Delaware corporation, formerly known as Mpath Interactive, Inc.
(Tenant).  R E C I T A L S:  This First
Amendment is entered into on the basis of the following facts, understandings
and intentions of the parties:  A.            Landlord and Tenant entered into
that certain lease dated July 30, 1999 (the Lease) which demised those
certain premises designated as 685 Clyde Avenue located in Mountain View,
California, as more particularly described in the Lease (the Premises).  B.            Tenant has informed Landlord that it
is experiencing financial difficulties and desires to provide some limitation
on its liability should it become unable to perform its obligations under the
Lease. In exchange for such limitation of liability, Landlord has requested
Tenant to provide, and Tenant has agreed to provide, additional security for
the performance by Tenant of its obligations under this Lease, subject to such
limitation on liability.  C.            Landlord and Tenant have agreed to
amend the Lease upon the terms and conditions set forth herein.  NOW, THEREFORE, for good and
valuable consideration, including the mutual covenants contained in the Lease,
Landlord and Tenant hereby agree as follows:  1              Defined Terms. Except as expressly provided in
this First Amendment to the contrary, terms which are defined in the Lease
shall have the same meaning when used in this Amendment.  2              Security Deposit. The Lease is hereby amended
with respect to the Security Deposit as follows:  2.1           The Summary of Basic Lease Term is
hereby amended to delete the current definition of the Security Deposit and
to insert the following in place thereof: $104,000.00 in cash and a letter of
credit in the amount of $600,000.00.  2.2           Section 3.6 of the Lease is hereby
deleted in its entirety and the following paragraphs are inserted in place
thereof:  A.          Security
Deposit. Landlord acknowledges that Tenant has previously deposited with
Landlord a cash security deposit in the amount of One Hundred Four Thousand and
00/100 Dollars ($104,000.00) which is being held by Landlord to secure the
performance of the Tenant under the Lease (the Cash   1 
   Security Deposit). Tenant has agreed to deposit, as
additional security for the performance by Tenant of its obligations under this
Lease, an irrevocable standby letter of credit in the amount of Six Hundred
Thousand and 00/100 Dollars ($600,000.00) (the Letter of Credit) complying
with the terms of this Section 3.6. For purposes of this Lease, the term
Security Deposit shall mean the Cash Security Deposit and the Letter of
Credit. If an Event of Tenants Default occurs, Landlord may use, apply or
retain all or any part of the Letter of Credit in addition to the Cash Security
Deposit for the payment of any rent or other sum in default, or for the payment
of any other amount which Landlord may spend or become obligated to spend by
reason of such Event of Tenants Default, or to compensate Landlord for any
other loss or damage which Landlord may suffer by reason of such Event of Tenants
Default. Tenant hereby waives the provisions of Section 950.7 of the California
Civil Code, and all other provisions of law, now or hereafter in force, which
provide that Landlord may claim from a security deposit (including the Letter
of Credit) only those sums reasonably necessary to remedy efaults in the
payment of rent, to repair damage caused by Tenant or to clean the Premises, it
being agreed that Landlord may, in addition, claim those sums reasonably
necessary to compensate Landlord for any other loss or damage, foreseeable or
unforeseeable, caused by the act or omission of Tenant or any officer,
employee, agent or invitee of Tenant. If Tenant is not otherwise in default,
the Security Deposit or any balance thereof shall be returned to Tenant within
thirty (30) days after the expiration of the Lease Term. Landlord shall not be
required to keep this Security Deposit separate from its general fund and
Tenant shall not be entitled to interest on such Security Deposit. Landlords
receipt and retention of the Security Deposit shall not create any trust or
fiduciary relationship between Landlord and Tenant. Upon termination of the
original Landlords (or any successor owners) interest in the Premises, the
original Landlord (or such successor) shall be released from further liability
with respect to the Security Deposit upon the original Landlords (or such
successors) compliance with California Civil Code Section 1950.7(d), or
successor statute and successors written assumption of Landlords obligations
with respect to the Security Deposit.  B.          Letter
of Credit Provisions. The Letter of Credit shall be issued by a
money-center bank (a bank which accepts deposits, which maintains accounts,
which has a local Bay Area office which will negotiate a letter of credit and
whose deposits are insured by the FDIC) whose financial strength shall be
sufficient to meet liquidity demands with respect to issued letters of credit
(such as Bank of America, Wells Fargo Bank or Silicon Valley Bank) and which is
otherwise reasonably acceptable to Landlord. The Letter of Credit shall be
issued for a term of at least twelve (12) months and shall be in a form and
with such content reasonably acceptable to Landlord. In the event the Letter of
Credit, or any succeeding Letter of Credit, has an expiry date sooner than the
remaining term of the Lease plus thirty (30) days thereafter, Tenant shall
either replace the expiring Letter of Credit with another Letter of Credit in
an amount equal to the original Letter of Credit or renew the expiring Letter
of Credit, in any event no later than thirty (30) days prior to the expiration
of the term of the Letter of Credit then in   2 
   effect. If Tenant fails to deposit a replacement
Letter of Credit or renew the expiring Letter of Credit, Landlord shall have
the right to draw upon the expiring Letter of Credit for the full amount
thereof. If Tenant does not so provide Landlord with a substitute Letter of
Credit within such time period, then Landlord shall have the right to draw upon
the current Letter of Credit and hold the funds drawn as the Security Deposit.
If Landlord notifies Tenant in writing that the bank which issued the Letter of
Credit has become financially unacceptable (e.g., the bank is under
investigation by governmental authorities, the bank no longer has the financial
strength equivalent to Bank of America, Wells Fargo Bank or Silicon Valley Bank
or has filed bankruptcy or reorganization proceedings), then Tenant shall have
thirty (30) days to provide Landlord with a substitute Letter of Credit
complying with all of the requirements hereof. Landlord agrees to pay the
initial fee charged by the issuing bank in connection with the Letter of Credit
and any other bank fees (including transfer or assignment fees) associated
with, such Letter of Credit. The Letter of Credit shall be transferable,
irrevocable and unconditional, so that Landlord, or its successor(s) in
interest, may at any time draw on the Letter of Credit against sight drafts
presented by Landlord, accompanied by Landlords statement that said drawing is
in accordance with the terms and conditions of this Lease; no other document or
certification from Landlord shall be required to negotiate the Letter of Credit
and the Landlord may draw on any portion of the then uncalled upon amount
thereof without regard to and without the issuing bank inquiring as to the
right or lack of right of the holder of said Letter of Credit to effect such
draws or the existence or lack of existence of any defenses by Tenant with
respect thereto. The Letter of Credit shall not be mortgaged, assigned or
encumbered in any manner whatsoever by Tenant without the prior written consent
of Landlord.  C.          Independent
Contract. Tenant acknowledges and agrees that the Letter of Credit
constitutes a separate and independent contract between Landlord and the
issuing bank, that Tenant is not a third party beneficiary of such contract,
and that Landlords claim under the Letter of Credit for the full amount due and
owing thereunder shall not be, in any way, restricted, limited, altered or
impaired by virtue of any provision of the Bankruptcy Code, including, but not
limited to, Section 502(b)(6) of the Bankruptcy Code.  D.          Transfer
of the Letter of Credit. The Letter of Credit shall be transferable to any
of the following parties: (i) any secured or unsecured lender of Landlord, (ii)
any assignee, successor, transferee or other purchaser of all or any portion of
the Building, or any interest in the Building, (iii) any partner, shareholder,
member or other direct or indirect beneficial owner in Landlord (to the extent
of their interest in the Lease), provided that such transferree agrees to be
bound by the provisions of this Section 3.6. Further, in the event of any sale,
assignment or transfer by the Landlord of its interest in the Premises or the
Lease, Landlord shall provide prompt written notice of such assignment or
transfer to Tenant and shall have the right to assign or transfer the Letter of
Credit to its grantee, assignee or transferee; and in the event of any sale,
assignment or transfer, the landlord so assigning or   3 
   transferring the Letter of Credit shall have no
liability to the Tenant for the return of the Letter of Credit, and Tenant
shall look solely to such grantee, assignee or transferee for such return, so
long as such grantee, assignee or transferee assumes in writing all of
Landlords obligations with respect to the Letter of Credit. Tenant shall use
reasonable efforts to cooperate with Landlord and the bank to effect the
transfer of the Letter of Credit, provided that Landlord shall be responsible
for all costs of the bank associated therewith.  3.             Personal Property. In addition to posting the
Letter of Credit and as additional security, Tenant hereby agrees that if an
Event of Tenants Default occurs and as a result thereof Landlord terminates
the Lease pursuant to its rights under Section 13.2, certain personal property
owned by Tenant and scheduled on Exhibit A shall be surrendered with the
Premises. Concurrently herewith, Tenant shall execute and deliver to Landlord a
bill of sale in the form attached hereto as Exhibit B whereby Tenant
conveys to Landlord all of Tenants right, title and interest in and to the
personal property identified on Exhibit A. Landlord shall hold such Bill
of Sale in escrow pursuant to the terms of this Paragraph 3. Upon early
termination of the Lease as a result of an Event of Tenants Default, the Bill
of Sale shall be deemed released to Landlord. Upon the natural expiration of
the Lease and provided Tenant has performed all of its obligations hereunder,
the Bill of Sale shall be returned to Tenant.  4.             Default. Landlord and Tenant hereby agree that
the cure period set forth in Section 13.1A shall be reduced from 5 days to 1
business day and that if an Event of Tenants Default occurs Landlord shall
elect the remedy under Section 13.2C. to terminate the Lease. Upon termination
of the Lease under Section 13.2C, Landlord shall be entitled to retain the
entire Security Deposit and the personal property identified on Exhibit A
as described in Paragraph 3. Landlord agrees that the Security Deposit and
personal property retained by Landlord shall be accepted by Landlord in full
satisfaction of (i) all claims for future rent through the balance of the Lease
Term under Section 1951.2 and 1951.4 of the California Civil Code and (ii) any
other damage or loss which Landlord may suffer by reason of such Event of
Tenants Default and /or Landlords termination of the Lease as a result
thereof, subject to survival of those matters which, in accordance with the
terms of the Lease, were to survive the expiration or sooner termination of the
Lease. Notwithstanding anything contained herein to the contrary, in the event
Landlord is unable to obtain or keep the full benefit of the Security Deposit
for any reason (including without limitation an avoidance action brought by
Tenant, as debtor or debtor-in-possession, or any of its creditors, or a
trustee in bankruptcy), and Tenant does not provide substitute security or
payment within ten (10) days after written notice from Landlord of its
inability to obtain or keep any portion of the Security Deposit, then
Landlord's full claim under the Lease or under applicable law against Tenant as
a result of such Event of Tenants Default will be reinstated and immediately
enforceable against Tenant. If Tenant files or has filed against it a petition
under any chapter of Title 11 of the United States Code, or any similar
insolvency proceeding is commenced, within 100 days after Landlord obtains the
benefit of any portion of the Security Deposit, and Landlord is unable to
obtain or retain all or part of the Security Deposit, then any claims of the
officers, directors and/or shareholders ("Insiders") of Tenant
against Tenant in connection with such case or proceeding shall hereby be
subordinated to the claims of Landlord against Tenant, such that Landlord shall
have the right to full payment of its claims before any payment is made on
account of a claim of any of the Insiders in such   4 
   case or
proceeding. In the event Tenant becomes a debtor in a case under Title 11
of the United States Code within 100 days after any payment of any amount of
the Security Deposit to Landlord, then any period of limitations or laches
respecting any and all claims of Landlord against Tenant (including without
limitation any claims to recover preferences or fraudulent conveyances or
transfers) shall be tolled and suspended from the date of this amendment until
the date that an order for relief in the case under Title 11 of the United
States Code is entered.  5.             Representations and Warranties.As of the date of
this Amendment:  5.1.          Authority. Each of Landlord and
Tenant represents and warrants to the other that it has full right, power and
authority to enter into this Amendment, and has obtained all necessary consents
and resolutions from its members required under the documents governing its
affairs in order to consummate this transaction, and the persons executing this
Amendment have been duly authorized to do so. The Agreement and the Lease are
binding obligations of such party, enforceable in accordance with their terms.  5.2
          No Assignments. Tenant
represents and warrants to Landlord that Tenant is the sole tenant under the
Lease, and Tenant has not sublet, assigned, conveyed, encumbered or otherwise
transferred any of the right, title or interest of Tenant under the Lease.  5.3           Lender Consent. Landlord
represents and warrants to Tenant that Landlord has received approval from its
lender for Landlord to enter into this Amendment.  6.             Interpretation of Amendment. This Amendment and
the Lease shall be construed as a whole in order to effectuate the intent of
the parties to amend the Lease in the manner specified in this Amendment. All
provisions of the Lease affected by this Amendment shall be deemed amended
regardless of whether so specified in this Amendment. Subject to the foregoing,
if any provision of the Lease conflicts with any provision of this Amendment,
the provision of this
Amendment shall control.  7.             No Further Amendment. Except as amended by this
Amendment, the Lease shall continue in full force and effect and in accordance
with its terms.  8.             Effective Date of Amendment. The effective date of
this Amendment and each and every provision hereof, unless otherwise specified
herein, shall be the date first hereinabove set forth.  9.             Counterparts. This First Amendment may be executed
in one or more counterparts. All counterparts so executed shall constitute one
contract, binding on all parties, even though all parties are not signatory to
the same counterpart. Execution and transmission by telecopier is permitted and
will create an effective First Amendment.    5 
   IN WITNESS
WHEREOF, the parties have duly executed this Amendment on the date first
written above.  LANDLORD:  MARTIN CBP
ASSOCIATES, L.P., a Delaware limited
partnership  By:          Martin/Cypress, LLC, a California
limited liability company Its: General
Partner  By:          TMG Partners, a California corporation Its: Managing Member  By:Its: TENANT:  HEARME, a Delaware
corporation  By:Its:     6 
  EXHIBIT A LIST OF PERSONAL PROPERTY  7 
  EXHIBIT B BILL OF SALE  FOR VALUABLE CONSIDERATION,
receipt of which is hereby acknowledged, the undersigned, HEARME, a Delaware
corporation (HearMe) does on January ___, 2002, grant, convey, transfer,
assign, bargain, sell, deliver and set over unto MARTIN CBP ASSOCIATES, L.P., a
Delaware limited partnership, its successors and assigns (Martin CBP)
forever, all of the HearMes right, title, and interest in and to the personal
property described on Schedule 1 attached hereto (the Personal Property)
located in and upon and used in connection with the operation of all the
improvements on the land located in Mountain View, California, generally known
as 685 Clyde Avenue.  EXCEPT AS STATED BELOW, ALL OF THE
PERSONAL PROPERTY IS USED AND IS CONVEYED AND ACCEPTED AS IS WITHOUT ANY
WARRANTIES OR REPRESENTATIONS OF WHATSOEVER KIND OR NATURE, INCLUDING, WITHOUT
LIMITATION, AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER
EXPRESS OR IMPLIED, OR WHETHER WRITTEN OR ORAL, CONCERNING ANY AND ALL DEFECTS
OF A PHYSICAL NATURE, WHETHER IN MATERIAL OR WORKMANSHIP AND WHETHER OR NOT
SUCH DEFECT WOULD BE VISIBLE OR APPARENT UPON MARTIN CBPS FULL INSPECTION AND
EXAMINATION OF THE PROPERTY.  HearMe does hereby represent and warrant to Martin CBP
that HearMe is the lawful owner of the Personal Property and that the Personal
Property is free and clear from all liens and encumbrances, and HearMe shall
indemnify, defend and hold Martin CBP harmless from and against any and all
claims, demands, costs, liabilities, losses, damages, penalties or expenses of
any kind, including without limitation reasonable attorneys and expert
witnesses fees which may be brought or made against Martin CBP or which Martin
CBP may incur, by reason of any defect in HearMes title to the Personal Property
as herein represented and warranted or as a result of a lien or encumbrance
thereon.  This Bill of Sale shall in all respects be governed
by, and construed in accordance with the laws of the State of California,
including all matters of construction, validity and performance.  IN WITNESS WHEREOF, HearMe has caused this Bill of
Sale to be duly executed and delivered on the day and year first above written.  HEARME, a Delaware
corporation  By:Its:   8 
   SCHEDULE 1  9