Exhibit 10.2
**First amendment of Lease**
     This **First Amendment of Lease**(this “Amendment”), dated as of March 30,2005, between **111 Chelsea Commerce LP**(successor-in-interest to 111 Chelsea LLC) aDelaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 EighthAvenue, New York, New York 10011 (“Landlord”), and **DoubleClick Inc.**, a Delawarecorporation with an address at 111 Eighth Avenue, New York, New York 10011 (“Tenant”).
**W i t n e s s e t h:**
     **Whereas:**
     A. Pursuant to the Lease, dated as of July 1, 2003 (the “Lease”), betweenLandlord and Tenant, Landlord leased to Tenant premises consisting of a portion of the 10th floor(the “Premises”) at 111 Eighth Avenue, New York, New York (the “Building”).
     B. Landlord and Tenant have agreed to expand the Premises to include certain storage spacemore particularly described in Section 2 hereof, on the terms and subject to the conditionshereinafter set forth.
     **Now, Therefore**, in consideration of the mutual covenants and promises contained inthis Amendment, Landlord and Tenant agree as follows:
     1. **Definitions; No Other Amendments**
     (a) Capitalized terms used in this Amendment and not otherwise defined have the meaningsascribed to them in the Lease. The provisions of this Amendment shall supersede any inconsistentprovisions contained in the Lease.
     (b) Each of Landlord and Tenant represent and warrant to the other that there are not, as ofthe date hereof, any amendments, modifications, written instruments or other oral or writtenamendments which amend or modify the provisions of the Lease in any manner.
     2. **Storage Space**
     (a) Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, storage roomspace on the 7th floor of the Building, containing an area agreed between Landlord and Tenant toconsist of 900 Rentable Square Feet, substantially as shown on the floor plan attached asExhibit A to this Amendment (the “Storage Space”), on all of the terms andprovisions of the Lease, as amended by this Amendment, for a term commencing on April 1, 2004 (the“Effective Date”) and ending on the Expiration Date. The Storage Space shall be used byTenant only for the storage of Tenant’s Property in compliance with all Laws, and for no otherpurposes.
 

 

     (b) Notwithstanding anything set forth in this Amendment or the Lease to the contrary, thefollowing Articles and Sections of the Lease shall be inapplicable to the Storage Space: Article2, Article 3 (except for Section 3.2), Article 5, Article 7, Article 10, Article 27, Articles 29,30 and 31, and Article 33, and Section 9.4.
     (c) For the portion of the Term commencing on the Effective Date and ending on the ExpirationDate, Tenant shall pay Fixed Rent for the Storage Space, as follows, in addition to the Fixed Rentand Additional Rent payable under the Lease with respect to the Premises demised thereunder: (i)Eight Thousand One Hundred and 00/100 Dollars ($8,100.00) per annum ($675.00 per month) for theperiod commencing on the Effective Date and ending one day prior to the fifth (5th)anniversary of the Effective Date; and
          (ii) Nine Thousand and 00/100 Dollars ($9,000.00) per annum ($750.00 per month) for the periodcommencing on the fifth (5th) anniversary of the Effective Date and ending one day priorto the tenth (10th) anniversary of the Effective Date; and
          (iii) Nine Thousand Nine Hundred and 00/100 Dollars ($9,900.00) per annum ($825 per month) forthe period commencing on the tenth (10th) anniversary of the Effective Date and endingon the Expiration Date.
     (d) Tenant agrees to pay such Fixed Rent for the Storage Space to Landlord without notice ordemand, in lawful money of the United States, in monthly installments in advance on the first(1st) day of each calendar month from the Effective Date through the Expiration Date, atthe office of Landlord or such other place as Landlord may designate, without any set-off, offset,abatement (except as expressly provided in this Amendment) or deduction whatsoever. Fixed Rent forthe Storage Space shall be payable by check drawn on a bank that is a member of the New YorkClearinghouse Association, or on any other bank reasonably acceptable to Landlord either having anoffice in New York City or which is chartered as a national banking association, or by wiretransfer of immediately available funds.
     3. **Electricity; Elevator Service**.
     (a) Landlord shall provide, at no additional cost to Tenant, electricity sufficient for thelighting of the Storage Space. Landlord shall not provide electricity to the Storage Space for anyother purposes, nor increase or permit Tenant to increase the electric capacity of the electricalequipment serving such space.
     (b) Landlord shall provide passenger elevator service to the Storage Space at all times, 24hours a day, 365 days a year, and freight elevator facilities on a non-exclusive basis, on BusinessDays from 8:00 a.m. to 4:45 p.m. (“Freight Business Hours”). Landlord will make thefreight elevator available to Tenant during other than Freight Business Hours, on not less than 24hours prior request by Tenant (subject to reasonable Building requirements and any priorreservations made by other tenants and occupants of the Building), and Tenant shall pay Landlord’sthen-current hourly charge therefor as Additional Rent within thirty (30) days after demand. As ofthe date hereof, Landlord’s current charge for freight elevator service during other than FreightBusiness Hours is $170.00 per hour, subject to increase to reflect increases in Landlord’s costs ofproviding such service (including the charges for a hoisting engineer, if
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required). Such elevator service shall be subject to such rules and regulations as Landlordmay promulgate from time to time with respect thereto. Landlord shall have the right to change theoperation or manner of operation of any of the elevators in the Building, to temporarilydiscontinue the use of any one or more cars in any of the passenger, freight or truck elevatorbanks, and/or to permanently or temporarily discontinue the use of any one or more cars in any ofthe freight or truck elevator banks, provided that Tenant shall continue to be provided withadequate freight elevator service, taking into account Tenant’s use of the Storage Space for theuses permitted hereunder.
     (c) Except as provided in this Section 3, Landlord shall not be required to provideany services to the Storage Space.
     4.**Condition of Storage Space; No Landlord’s Work**. Tenant hasexamined the Storage Space and agrees to accept possession of the Storage Space in its “as is”condition on the Effective Date, and further agrees that Landlord shall have no obligation toperform any work, supply any materials, incur any expenses or make any installations in order toprepare the Storage Space for Tenant’s use. The taking of possession of the Storage Space byTenant shall be conclusive evidence as against Tenant that at the time such possession was sotaken, the Storage Space was in good and satisfactory condition.
     5. **Consents and Approvals**. Each of Landlord and Tenant represents andwarrants to the other that there are no consents or approvals of any individual or entity whichhave not been obtained and which are required for the entering into of this Amendment and thecompletion of the transactions contemplated hereby on the part of Landlord or Tenant, as the casemay be.
     6. **Brokerage**. Each of Landlord and Tenant represents and warrants to theother that it has dealt with no broker, agent or other person in connection with this transactionand that no broker, agent or other person brought about this transaction, other than Landlord’sleasing agent for the Building, CB Richard Ellis Real Estate Services, Inc., and Tenant’s agent,Newmark & Company Real Estate, Inc. (collectively, “Broker”). Landlord has agreed to pay afee to Broker in connection with this Amendment and the transactions contemplated hereby pursuantto a separate written amendment. Each of Landlord and Tenant agrees to indemnify and hold theother harmless from and against any claims by any other broker, agent or other person claiming acommission or other form of compensation by virtue of having dealt with the indemnifying party withregard to this transaction. The provisions of this Section 6 shall survive the expirationor sooner termination of the Lease.
     7. **Relocation**. Landlord may at its option, at any time during the Term onnot less than thirty (30) days prior notice to Tenant (except in the event of an emergency)relocate the Storage Space to another area of the Building designated by Landlord (the“Substitute Space”), provided that the Substitute Space is of a comparable size to theStorage Space, and such relocation is performed at Landlord’s expense. Landlord shall usereasonable efforts to minimize the duration of the relocation of the Storage Space to theSubstitute Space, provided that Landlord shall have no obligation to employ contractors or labor atovertime or other premium pay rates or to incur any other overtime costs or additional expenseswhatsoever. If Landlord moves Tenant to the Substitute Space, the Lease, as modified by thisAmendment,
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and each of the terms, covenants and conditions thereof and hereof shall remain in full forceand effect and be deemed applicable to the Substitute Space in lieu of the Storage Space, and theSubstitute Space shall thereafter be deemed to be the Storage Space as though Landlord and Tenanthad entered into an express written amendment of the Lease with respect thereto.
     8. **No Liability Of Landlord**. Except and to the extent otherwise expresslyprovided in the Lease, Landlord shall not have any obligations with respect to any of Tenant’sProperty Tenant stores in the Storage Space, nor shall Landlord be responsible for any damage thatmay be caused to such Tenant’s Property.
     9.**Interpretation**
     (a) Wherever appropriate in this Amendment, personal pronouns shall be deemed to include theother genders and the singular to include the plural. As used herein, (i) the word “or” is notexclusive and the word “including” is not limiting, (ii) references to a law include any rule orregulation issued under the law and any amendment to the law, rule or regulation, and (iii)whenever the words “include”, “includes”, or “including” appear, they shall be deemed to befollowed by the words “without limitation”. Wherever a period of time is stated in this Amendmentas commencing or ending on any particular date, such period of time shall be deemed inclusive ofsuch stated commencement and ending dates. All Section references set forth herein shall, unlessthe context otherwise specifically requires, be deemed references to the Sections of thisAmendment. The captions in this Amendment are inserted only as a matter of convenience and forreference and in no way define, limit or describe the scope of this Amendment or the intent of anyprovision hereof.
     (b) This Amendment will be interpreted and enforced in accordance with its provisions andwithout the aid of any custom or rule of law requiring or suggesting construction against the partydrafting or causing the drafting of the provisions in question. This Amendment shall be construed,governed and enforced in accordance with the laws of the State of New York, New York.
     10.**Miscellaneous**
     (a) Except as hereby amended, all of the terms, covenants and conditions of the Lease shallremain in full force and effect.
     (b) This Amendment may be executed in one or more counterparts, each of which so executed anddelivered shall be deemed an original, and all of which taken together shall constitute but one andthe same instrument.
     (c) Time shall be of the essence with respect to the performance of all of Tenant’sobligations hereunder.
     (d) This Amendment shall not be binding upon or enforceable against Landlord or Tenant unlessand until Landlord or Tenant shall have executed same and Landlord has unconditionally delivered toTenant an executed counterpart of this Amendment.
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     (e) This Amendment may not be modified, amended or terminated, nor any of its provisionswaived, except by an amendment in writing signed by the party against whom enforcement of anymodification, amendment or waiver is sought.
     (f) The covenants, amendments, terms, provisions and conditions contained in this Amendmentshall be binding upon and inure to the benefit of the parties hereto and their respectivesuccessors and assigns.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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     **In Witness Whereof**, Landlord and Tenant have duly executed this Amendment as of theday and year first above written.           Landlord: **111 Chelsea Commerce LP**             By: Taconic GP Chelsea Holdings LLC,    its general partner               By: Taconic Chelsea Holdings LLC,      its managing member                 By: Taconic SL Principals LLC,        its managing member                  By: /s/Paul E. Pariser                   Paul E. Pariser, Managing Member           Tenant: **DoubleClick Inc.**             By: /s/Bruce Dalziel         Name: Bruce Dalziel    Title: Chief Financial Officer
Tenant’s Federal Tax Identification Number: 13-3870996
A-1-6