Item 1.01 Entry into a Material Definitive Agreement

As of July 15, 2008, deltathree, Inc. (the "Company") and eMarketer, Inc. ("emarketer"), the subtenant of the Company's offices located on the 32nd floor of 75 Broad Street, New York, N.Y. (the "Building"), entered into the Second Modification to Sublease Agreement (the "Second Sublease Modification") and the Company, emarketer and 75 Broad Street, LLC (the "Landlord"), the owner and landlord of the Company's principal executive offices located on the 31st floor of the Building, entered into the Consent to Sublease and Lease Extension Agreement (the "Consent", and together with the Second Sublease Modification, the "Transaction Documents"). The Company received the final executed Transaction Documents on August 4, 2008.

The Second Sublease Modification amended the Sublease dated August 25, 2003, as amended by the Sublease Modification Agreement dated September 10, 2003, by and between the Company and emarketer pursuant to which emarketer subleased from the Company the Company's offices located on the 32nd floor of the Building. Pursuant to the terms and conditions of the Second Sublease Modification, effective July 15, 2008, emarketer shall sublease from the Company the Company's offices located on the 31st floor of the Building. Effective August 1, 2010, emarketer shall be substituted in place of the Company as the Tenant under the Office Lease by and between the Company and the Landlord dated December 14, 1999, as amended March 2, 2000 (the "Lease"), pursuant to which the Company leased its offices located on the 31st and 32nd floor of the Building, and the Company shall be released from any and all obligations under the Lease.

Pursuant to the terms and conditions of the Consent, the Landlord provided its consent to the Sublease and extension of the Second Sublease Modification and the term of the Lease shall be extended for three years until July 31, 2013. The Second Sublease Modification shall be subject and subordinate to the Lease and may not be modified without the Landlord's consent.

The Company is currently renting office space at 419 Lafayette Street, New York, N.Y. 10003, on an interim basis while it seeks long-term facilities.

A copy of the Second Sublease Modification is attached as Exhibit 99.1 hereto and a copy of the Consent is attached as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Document 99.1 Second Modification to Sublease Agreement, dated as of July 15, 2008, by and between the Company and the Subtenant. 99.2 Consent to Sublease and Lease Extension Agreement, dated as of July 15, 2008, by and among the Company, the Landlord and the Subtenant.

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