AMENDMENT #3 TO LEASE AGREEMENT WITH JOHN WILEY & SONS, INC.

EXHIBIT 10.12

AMENDMENT #3 TO LEASE AGREEMENT WITH XXXX XXXXX & SONS, INC.

AMENDMENT #3

TO LEASE DATED NOVEMBER 4, 1998,

BY AND BETWEEN CROSSPOINT SEVEN, LLC,

AS LANDLORD, AND WILEY PUBLISHING, INC.

(FORMERLY KNOWN AS HUNGRY MINDS, INC. AND PRIOR TO THAT, IDG BOOKS

WORLDWIDE, INC), AS TENANT

THIS AMENDMENT TO LEASE, entered into and made as of the 31 day of October, 2002, by and between Crosspoint Seven, LLC, an Indiana limited liability company, as Landlord (“Landlord”), and Wiley Publishing, Inc. (formerly known as Hungry Minds, Inc. and prior to that, IDG Books Worldwide, Inc.), a Delaware corporation, as Tenant (“Original Tenant”) and Xxxx Xxxxx & Sons, Inc., a New York corporation (“Assuming Tenant”).

WITNESSETH :

WHEREAS, Landlord and Original Tenant have heretofore entered into a certain lease, dated November 4, 1998, that certain Amendment #1 to Lease dated November 15, 1999, and that certain Amendment #2 to Lease dated February 7, 2001 (collectively, the “Lease”), of certain space at 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxxx, Xxxxxxx (the “Premises”), upon terms and conditions described in said Lease; and

WHEREAS, Original Tenant and Assuming Tenant desire to amend the Lease as hereinafter provided;

WHEREAS, Landlord is willing to amend the Lease as hereinafter provided;

NOW, THEREFORE, in consideration of the rents reserved and of the covenants and agreements herein set forth, it is agreed that the Lease be hereby amended from and after the date hereof as follows:

1.  Original Tenant hereby assigns and transfers the Lease to Assuming Tenant, and Assuming Tenant hereby assumes the Lease and all obligations and responsibilities of the tenant under the Lease to the same effect as if Assuming Tenant had executed the Lease as the tenant in the first instance.

2.  In consideration for Xxxx Wiley & Sons, Inc. becoming the Assuming Tenant, Landlord hereby agrees to make a one-time payment to Original Tenant in the amount of one hundred and ninety thousand dollars ($190,000). Such payment is due and payable upon the execution of this Amendment #3.

3.  Except as is hereinabove set forth, all term, provisions and covenants of the Lease shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

ORIGINAL TENANT: WILEY PUBLISHING, INC.				LANDLORD: CROSSPOINT SEVEN, LLC
By:		/S/    XXX XXXXXXXXX		By:		/S/    XXXXXXX X. XXXXXX
Printed:		Xxx Xxxxxxxxx		Printed:		Xxxxxxx X. Xxxxxx
Title:		VP, Operations		Title:		Member
				ASSUMING TENANT:XXXX XXXXX & SONS, INC
				By:		/S/    XXXXX X. XXXXXXX
				Printed:		Xxxxx X. Xxxxxxx
						Executive Vice President, Chief Financial and Operations Officer