VALUECLICK INC/CA
EXHIBIT 10.35
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>2
<FILENAME>a2043752zex-10_35.txt
<DESCRIPTION>EXHIBIT 10.35
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.35

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                                STANDARD SUBLEASE

                 (Long-form to be used with pre-1996 AIR leases)

                  1. Parties. This Sublease, dated, for reference purposes only,
June 1, 2000, is made by and between Coyote Network Systems, Inc., a Delaware
Corporation ("Sublessor") and ValueClick, Inc., a Delaware corporation
("Sublessee").

                  2. Premises. Sublessor hereby subleases to Sublessee and
Sublessee hereby subleases from Sublessor for the term, at the rental, and upon
all of the conditions et forth herein, that certain real property, including all
improvements therein, and commonly known by the street address of 4360 Park
Terrace Drive, Suite 100, Westlake Village located in the County of Los Angeles,
State of California and generally described as (describe briefly the nature of
the property) Suite 100 at 4360 Park Terrace Drive in Westlake Village, as
described in the site plan attached as Exhibit 2 and incorporated herein by this
reference, for the entire first floor consisting of approximately 23,000
rentable square feet ("Premises").

                  3. Term

                  3.1 Term. The term of this Sublease shall be for Thirty (30)
months commencing on June 15, 2000 and ending on December 14, 2002 unless sooner
terminated pursuant to any provision hereof.

                  3.2 Delay in Commencement. Sublessor agrees to use its best
commercially reasonable efforts to deliver possession of the Premises as set
forth in Section 14 of the Sublease Agreement. If, despite said efforts,
Sublessor is unable to deliver possession as agreed, Sublessor shall not be
subject to any liability therefor, nor shall such failure affect the validity of
this Sublease. Sublessee shall not, however, be obligated to pay Rent or perform
its other obligations until it receives possession of the Premises. If
possession is not delivered within 15 days of the commencement date, Sublessee
may, at its option, by notice in writing within ten days after the end of such
15 day period, cancel this Sublease, in which event the Parties shall be
discharged from all obligations hereunder. If such written notice is not
received by Sublessor within said ten day period, Sublessee's right to cancel
shall terminate. Except as otherwise provided, if possession is not tendered to
Sublessee when required and Sublessee does not terminate this Sublease, as
aforesaid, any period of rent abatement that Sublessee would otherwise have
enjoyed shall run from the date of delivery of possession and continue for a
period equal to what Sublessee would otherwise have enjoyed under the terms
hereof, but minus any days of delay caused by the acts or omissions of
Sublessee. If possession is not delivered within 60 days after the commencement
date, this Sublease shall automatically terminate unless the parties agree, in
writing, to the contrary. Notwithstanding anything to the contrary in the
Sublease, the rent shall not commence until five days following the date
Sublessor delivers possession of the Premises to Sublessee.

                  4. Rent

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                  4.1 Base Rent. Sublessee shall pay to Sublessor as Base Rent
for the premises equal monthly payments of $44,850.00 in advance, on the 1st day
of each month of the term hereof. Sublessee shall pay Sublessor upon the
execution hereof $44,850.00 as Base Rent for June 2000. Base rent for any period
during the term here of which is for less than one month shall be a pro rata
portion of the monthly installment.

                  4.2 Rent Defined. All monetary obligations of Sublessee to
Sublessor under the terms of this Sublease (except for the Security Deposit) are
deemed to be rent ("Rent"). Rent shall be payable in lawful money of the United
States to Sublessor at the address stated herein or to such other persons or at
such other places as Sublessor may designate in writing.

                  5. Security Deposit. Sublessee shall deposit with Sublessor
upon execution hereof $89,700.00 as security for Sublessee's faithful
performance of Sublessee's obligations hereunder. If Sublessee fails to pay Rent
or other charges due hereunder, or otherwise defaults with respect to any
provision of this Sublease, Sublessor may use, apply or retain all or any
portion of said deposit for the payment of any rent beyond the applicable notice
and cure period, Rent or other charge in default or for the payment of any other
sum to which Sublessor may become obligated by reason of Sublessee's default, or
to compensate Sublessor for any loss or damage which Sublessor may suffer
thereby. If Sublessor so uses or applies all or any portion of said deposit,
Sublessee shall within ten days after written demand therefore forward to
Sublessor an amount sufficient to restore said Deposit to the full amount
provided for herein and Sublessee's failure to do so shall be a material breach
of this Sublease. Sublessor shall not be required to keep said Deposit separate
from its general accounts. If Sublessee performs all of Sublessee's obligations
hereunder, said Deposit, or so much thereof as has not therefore been applied by
Sublessor, shall be returned, without payment of interest to Sublessee (or at
Sublessee's option, to the last assignee, if any, of Sublessee's interest
hereunder) at the expiration of the term hereof, and after Sublessee has vacated
the Premises. No trust relationship is created herein between Sublessor and
Sublessee with respect to said Security Deposit. See Section 5 Continued.

                  6. Use.

                  6.1 Agreed Use. The Premises shall be used and occupied only
for that use set forth in Section 5 of the Master Lease attached hereto as
Exhibit 1 and for no other purpose.

                  6.2 Compliance. Sublessor warrants that he improvements on the
Premises comply with all applicable covenants or restrictions of record and
applicable building codes, regulations and ordinances ("Applicable
Requirements") in effect on the commencement date. Said warranty does not apply
to any alterations or utility installations made by or to be made by Sublessee.
NOTE: Sublessee is responsible for determining whether or not the zoning is
appropriate for its intended use. If the Premises do not comply with said
warranty, Sublessor shall, except as otherwise provided, promptly after receipt
of written notice from Sublessee setting forth with specificity the nature and
extent of such non-compliance, rectify the same at Sublessor's expense. If the
Applicable Requirements are hereafter changed so as to require during the term
of this Sublease the construction of an addition to or an alteration of the
Building, the remediation of any Hazardous Substance, or the reinforcement or
other physical


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modification of the Building ("Capital Expenditure"), Sublessor and Sublessee
shall allocate the cost of such work as follows:

                  (a) If such Capital Expenditures are required as a result of
the specific and unique use of the Premises by Sublessee as compared with uses
by tenants in general, Sublessee shall be fully responsible for the cost
thereof, provided, however, that if such Capital Expenditure is required during
the last two years of this Sublease and the cost thereof exceeds six months'
Base Rent, Sublessee may instead terminate this Sublease unless Sublessor
notifies Sublessee in writing, within ten days after receipt of Sublessee's
termination notice that Sublessor has elected to pay the difference between the
actual cost thereof and the amount equal to six months' Base Rent. If the
Parties elect termination, Sublessee shall immediately cease the sue of the
Premises which requires such Capital Expenditure and deliver to Sublessor
written notice specifying a termination date at least ninety days thereafter.
Such termination date shall, however, in no event be earlier than the last day
that Sublessee could legally utilize the Premises without commencing such
Capital Expenditure.

                  See Insert 1. Page 4 of 5.

                  (c) Notwithstanding the above, the provisions concerning
Capital Expenditures are intended to apply only to non-voluntary, unexpected,
and new Applicable Requirements. If the Capital Expenditures are instead
triggered by Sublessee as a result of an actual or proposed change in use,
change in intensity of use, or modification to the Premises then, and in that
event, Sublessee shall be fully responsible for the cost thereof, and Sublessee
shall not have any right to terminate this Sublease.

                  6.3 Acceptance of Premises and Lessee. Sublessee acknowledges
that:

                  (a) it has been advised by Brokers to satisfy itself with
respect to the condition of the Premises (including but not limited to the
electrical, HVAC and fire sprinkler systems, security, environmental aspects,
and compliance with Applicable Requirements), and their suitability for
Sublessee's intended use,

                  (b) Sublessee has made such investigation as it seems
necessary with reference to such matters and assumes all responsibility therefor
as the same relate to its occupancy of the Premises, See 6.3(b) continued

                  (c) neither Sublessor, Sublessor's agents, nor any Broker has
made any oral or written representations or warranties with respect to said
matters other than as set forth in this Sublease.

                  In addition, Sublessor acknowledges that:

                  (a) Broker has made no representations, promises or warranties
concerning Sublessee's ability to honor the sublease or suitability to occupy
the Premises, and

                  (b) it is Sublessor's sole responsibility to investigate the
financial capability and/or suitability of all proposed tenants.


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<PAGE>

                  7. Master Lease

                  7.1 Sublessor is the lessee of the Premises by virtue of a
lease, hereinafter the "Master Lease," a copy of which is attached marked
Exhibit 1, wherein CarrAmerica Realty Corporation, successor in interest to
Corporate Spectrum, LLC., is the lessor, hereinafter the "Master Lessor."

                  7.2 This Sublease is and shall be at all times subject and
subordinate to the Master Lease.

                  7.3 The terms, conditions and respective obligations of
Sublessor and Sublessee to each other under this Sublease shall be the terms and
conditions of the Master Lease except for those provisions of the Master Lease
which are directly contradicted by this Sublease in which event the terms of
this Sublease document shall control over the Master Lease. Therefore, for the
purposes of this Sublease, wherever in the Master Lease the word "Lessor' is
used it shall be deemed to mean the Sublessor herein and wherever in the Master
Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.

                  7.4 During the term of this Sublease and for all periods
subsequent for obligations which have arisen prior to the termination of this
Sublease, Sublessee does hereby expressly assume and agree to perform and comply
with, for the benefit of Sublessor and Master Lessor, each and every obligation
of Sublessor under the Master Lease except for the following paragraphs which
are excluded therefrom: 3(a), 8(b), 29, 34, 39 and Exhibit "C" to the Master
Lease.

                  7.5 The obligations that Sublessee has assumed under paragraph
7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations."
The obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations."

                  7.6 Sublessee shall hold Sublessor free and harmless from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.

                  7.7 Sublessor agrees to maintain the Master Lease during the
entire term of this Sublease, subject, however, to any earlier termination of
the Master Lease beyond the Sublessor's reasonable control and to comply with or
perform Sublessor's Remaining Obligations and to hold Sublessee free and
harmless from all liability, judgments, costs, damages, claims or demands
arising out of Sublessor's failure to comply with or perform Sublessor's
Remaining obligations.

                  7.8 Sublessor represents to Sublessee that the Master Lease is
in full force and effect and that no default exists on the part of any Party to
the Master Lease.

                  8. Assignment of Sublease and Default.

                  8.1 Sublessor hereby assigns and transfers to Master Lessor
the Sublessor's interest in this Sublease, subject however to the provisions of
Paragraph 8.2 hereof.


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                  8.2 Master Lessor, by executing the attached consent by
Landlord to sublease (Exhibit 4), agrees that until a Default shall occur in the
performance of Sublessor's Obligations under the Master Lease, that Sublessor
may receive, collect and enjoy the Rent accruing under this Sublease, subject to
the Master Lease. However, if Sublessor shall Default in the performance of its
obligations to Master Lessor then Master Lessor may, at its option, receive and
collect, directly from Sublessee, all Rent owing and to be owed under this
Sublease. Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the Rent from the Sublessee, be deemed liable
to Sublessee for any failure of the Sublessor or perform and comply with
Sublessor's Remaining Obligations.

                  8.3 Sublessor hereby irrevocably authorizes and directs
Sublessee upon receipt of any written notice from the Master Lessor stating that
a Default exists in the performance of Sublessor's obligations under the Master
Lease, to pay to Master Lessor the Rent due and to become due under the
Sublease. Sublessor agrees that Sublessee shall have the right to rely upon any
such statement and request from Master Lessor, and that Sublessee shall pay such
Rent to Master Lessor without any obligation or right to inquire as to whether
such Default exists and notwithstanding any notice from or claim from Sublessor
to the contrary and Sublessor shall have no right or claim against Sublessee for
any such Rent so paid by Sublessee.

                  8.4 No changes or modifications shall be made to this Sublease
without the consent of Master Lessor.

                  9. Consent of Master Lessor.

                  9.1 The Master Lease requires that Sublessor obtain the
consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall be not effective unless, Thirty days of the date hereof, Master Lessor
consents to this Sublease

                  9.3 In the event that Master Lessor does give such consent
then:

                  (a) Such consent shall not release Sublessor of its
obligations or alter the primary liability of Sublessor to pay the Rent and
perform and comply with all of the obligations of Sublessor to be performed
under the Master Lease.

                  (b) The acceptance of Rent by Master Lessor from Sublessee or
anyone else liable under the Master Lease shall not be deemed a waiver by Master
Lessor of any provisions of the Master Lease.

                  (c) The consent to this Sublease shall not constitute a
consent to any subsequent subletting or assignment.

                  (d) In the event of any Default of Sublessor under the Master
Lease, Master Lessor may proceed directly against Sublessor, any guarantors or
anyone else liable under the Master Lease or this Sublease without first
exhausting the Master Lessor's remedies against any other person or entity
liable thereon to Master Lessor.

                  (e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying


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sublessor or anyone else liable under the Master Lease and without obtaining
their consent and such action shall not relieve such persons from liability.

                  (f) In the event that Sublessor shall Default in its
obligations under the Master Lease, the Master Lessor, at its option and
without being obligated to do so, may require Sublessee to attorn to Master
Lessor in which even Master Lessor shall undertake the obligations of Sublessor
under this Sublease from the time of the exercises of said option to termination
of this Sublease but Master Lessor shall not be liable for any prepaid Rent nor
any Security Deposit paid by Sublessee, nor shall Master Lessor be liable for
any other Defaults of the Sublessor under the Sublease.

                  9.4 The signatures of the Master Lessor on the Consent Form
Exhibit "4" shall constitute their consent to the terms of this Sublease.

                  9.5 Master Lessor acknowledges in the Consent Form Exhibit 4
to this Sublease that, to the best of Master Lessor's knowledge, no Default
presently exists under the Master Lease of obligations to be performed by
Sublessor and that the Master Lease is in full force and effect.

                  9.6 In the event that Sublessor Defaults under its obligations
to be performed under the Master Lease by Sublessor, Master Lessor agrees to
deliver to Sublessee a copy of any such notice of default. Sublessee shall have
the right to cure any Default of Sublessor described in any notice of default
within ten days after service of such notice of default on Sublessee. If such
Default is cured by Sublessee the Sublessee shall have the right of
reimbursement and offset from and against Sublessor.

                  10. Brokers Fee

                  10.1 Upon execution hereof by all parties, Sublessor shall pay
to CRESA PARTNERS and TRAVERS REALTY CORP. a licensed real estate broker,
("Broker"), a fee as set forth in a separate agreement between Sublessor and
Broker.

                  10.2 Sublessor agrees that if Sublessee exercises any option
or right of first refusal as granted by Sublessor herein, or any option or right
substantially similar thereto, either to extend the term of this Sublease, to
renew this Sublease, to purchase the Premises, or to lease or purchase adjacent
property which Sublessor may own or in which Sublessor has an interest, then
Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in
effect at the time of the execution of this Sublease. Notwithstanding the
foregoing, Sublessor's obligation under this Paragraph 10.2 is limited to a
transaction in which Sublessor is acting as a Sublessor, lessor or seller.

                  10.4 Any fee due from Sublessor hereunder shall be due and
payable upon the exercise of any option to extend or renew, upon the execution
of any new lease, or, in the event of a purchase, at the close of escrow.

                  10.5 Any transferee of Sublessor's interest in this Sublease,
or of Master Lessor's interest in the Master Lease, by accepting an assignment
thereof, shall be deemed to have assumed the respective obligations of Sublessor
or Master Lessor under this Paragraph 10. Broker shall be deemed to be a
third-party beneficiary of this paragraph 10.


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                  11. Attorney's Fees. If any party or the Broker named herein
brings an action to enforce the terms hereof or to declare rights hereunder, the
prevailing party in any such action, on trial and appeal, shall be entitled to
his reasonable attorney's fees to be paid by the losing party as fixed by the
Court.

                  12. Additional Provisions. [If there are no additional
provisions, draw a line from this point to the next printed word after the space
left here. If there are additional provisions place the same here.

                  5. (Continued) Sublessor shall credit $44,850 of the
above-referenced Security Deposit toward the base rent for month 25 of this
Sublease, provided that Sublessee is not in Default under any term of this
Sublease or the Master Lease, beyond the applicable notice and cure period.

                  6.3(b) (Continued) however, excluding responsibility for
latent and patent construction defects in or about the Premises which remain the
Sublessor or Master Lessor's responsibility to correct as Applicable, and

                  13. Sublessee shall, subject to the terms of the Master Lease
attached hereto, be entitled to all of Sublessor's signage under the Master
Lease, including (i) Sublessee's name in the building directory, (ii)
Sublessee's name and logo on monument(s) at the parking lot entrance(s) and
exit(s), and (iii) a Building standard door plaque. Sublessee shall be
responsible for all signage costs.

                  14. The Premises shall be delivered in "AS IS" condition,
except that Sublessor, at Sublessor's sole cost and expense, shall deliver
possession of the Premises upon execution by all parties of this Sublease
Agreement and the Consent Form attached hereto as Exhibit 4 (i) in "Broom Clean"
condition; (ii) all systems servicing the Premises, including but not limited to
window treatments, lighting, plumbing, fixtures, HVAC, electrical outlets and
thermostats shall be in good working order; and (iii) existing computer raised
floor and all other existing equipment of Sublessor is removed from the
Premises. Sublessor shall not be required to remove the equipment in the
Sublessor's Temporary Space prior to June 15, 2000.

                  15. Pursuant to the terms of the Master Lease, HVAC hours
shall be 7AM to 7PM Monday through Friday and 9AM to 1PM on Saturdays.

                  16. Subject to the terms of the Master Lease, Sublessee shall
have the right to sublease all or any portion of the leased Premises or assign
this agreement during the term of this Sublease, provided that Sublessee obtains
the prior written consent of Sublessor and the Master Lessor under the Master
Lease, such consent which shall not be unreasonably withheld. Provided that the
Sublessee is not in default under any of the terms of this Sublease or the
Master Lease beyond all applicable notice and cure periods, Sublessor shall not
have the right to terminate this Sublease Agreement and to recapture the
Premises.

                  17. Sublessee shall pay to Sublessor, upon receipt of an
invoice from either Sublessor or the Master Lessor under the Master Lease,
Sublessee's pro rata share of any increase in Building operations and tax
expenses that are over and above the 2000 base year.


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<PAGE>

                  18. Sublessor Temporary Space: Sublessor shall have the right
to remain in possession of, and use, that portion of the Premises set forth on
Exhibit 3 (the "Sublessor Temporary Space"), attached hereto and incorporated
herein by this reference, until June 15, 2000, at no charge to Sublessor.
Sublessee shall have reasonable access to Sublessor Temporary Space during
normal business hours for cabling and wiring of the Premises, provided that such
access does not interfere with the business of Sublessor or its equipment then
in the Sublessor Temporary Space. Furthermore, Sublessor shall have the right to
remain in possession of, and use, of 2 offices within the Premises until June
23, 2000, at no charge to Sublessor. Sublessee shall determine the location of
the 2 offices.

                  19. Sublessor shall provide Sublessee with a $75,000 rent
credit which shall be taken as a $25,000 rent credit in each of the 2nd, 3rd,
and 4th months of this Sublease Agreement.

                  20. Sublessor shall provide Sublessee with parking spaces at
the Premises parking area pursuant to the parking ratio specified in Section 35
of the Master Lease, at no charge to Sublessee.


                  INSERT 1 [Replacing 6.3(b)]: Notwithstanding Section 6.2(a),
Sublessee shall not be responsible for any capital repairs or capital
replacements (except as specifically permitted herein), capital improvements and
equipment; except those (a) required by laws enacted on or after the
Commencement Date with the cost of any improvement and/or equipment depreciated
over the useful life of the improvement and/or equipment, or (b) installed at
the Premises to reduce Operating Costs, with the cost of any such improvements
and equipment depreciated at an annual rate reasonably calculated to equal the
amount of Operating Expenses to be saved in each calendar year throughout the
Sublease Term (as determined at the time Master Lessor elected to proceed with
the capital improvement or acquisition of the capital equipment to reduce
Operating Expenses);



                                                              ----------------
                                                              Initial





                                                              ----------------
                                                              Initial


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                  ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AT TO
THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:



                  1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES
OF THIS SUBLEASE.



                  2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE
THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE
LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE
PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING
SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.



                  WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER
THAN CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO
COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.





Executed at: _____________________          COYOTE NETWORK SYSTEMS, INC.
                                            a Delaware Corporation

on: ______________________________          By _____________________________

Address:  ________________________          By _____________________________
                                               "Sublessor" (Corporate Seal)



Executed at: _____________________          ValueClick, Inc.
                                            a Delaware Corporation



on: ______________________________          By _____________________________


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<PAGE>

Address:  ________________________          By _____________________________
                                               "Sublessee" (Corporate Seal)



                                               See Attached Master Lease
                                               Consent Form Exhibit 4



Executed at: _____________________

on: ______________________________          By _____________________________

Address:  ________________________          By _____________________________
                                               "Master Lessor" (Corporate Seal)









                  NOTE: These forms are often modified to meet changing
requirements of law and needs of the industry. Always write or call to make sure
that you are utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATE
ASSOCIATION, 700 So. Flower St., Suite 600, Los Angeles, CA 90017. (213)
687-8777.

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</DOCUMENT>
