EXHIBIT 10.39


                                   ADDENDUM TO
      AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERICAL
                           MULTI-TENANT LEASE - GROSS

This Addendum ("Addendum") is hereby made part of the AIR COMMERCIAL REAL ESTATE
ASSOCIATION  STANDARD  INDUSTRIAL/COMMERICAL  MULTI-TENANT  LEASE - GROSS  dated
January 22, 2009 (the "Form  Lease")  between  1212 FLOWER REAL  ESTATE,  LLC, a
California limited liability company ("Lessor") and PEOPLE'S LIBERATION, INC., a
California  corporation  ("Lessee")  for the  Premises  located  in the  Project
commonly  known as 1226 South Flower  Street,  Los Angeles,  California.  If any
inconsistency exists between the Form Lease and this Addendum, the terms of this
Addendum  shall  control.  Defined  terms in the Form Lease  shall have the same
meaning when used herein.  The Form Lease and this Addendum shall be referred to
collectively as the "Lease". The parties further agree as follow:

50       PREMISES AS-IS.  Notwithstanding  anything to the contrary contained in
         the Form Lease,  Lessee hereby agrees that the Premises  shall be taken
         "as  is,"  "with  all   faults,"   "without  any   representations   or
         warranties,"  and  Lessee  hereby  agrees  and  warrants  that  it  has
         investigated  and  inspected  the  condition  of the  Premises  and the
         suitability of same for Lessee's purposes, and Lessee does hereby waive
         and disclaim  any  objection  to, cause of action based upon,  or claim
         that its obligations  hereunder should be reduced or limited because of
         the condition of the Premises or the Project or the suitability of same
         for Lessee's purposes.  Lessee acknowledges that neither Lessor nor any
         agent  nor any  employee  of  Lessor  has  made any  representation  or
         warranty with respect to the Premises or the Project or with respect to
         the  suitability  of either for the conduct of Lessee's  business,  and
         Lessee expressly  warrants and represents that Lessee has relied solely
         on its own investigation and inspection of the Premises and the Project
         in its decision to enter into this Lease and let the Premises in an "As
         Is" condition. The taking of possession of the Premises by Lessee shall
         conclusively  establish  that the Premises and the Project were at such
         time in satisfactory condition.  Lessee hereby waives Sections 1941 and
         1942 of the Civil Code of California or any successor provision of law.

51       COMMON AREA OPERATING EXPENSE EXCLUSIONS.  Notwithstanding  anything to
         the contrary set forth in the Form Lease, when calculating  Common Area
         Operating Expenses,  Lessor shall exclude: (a) costs incurred by Lessor
         for the repairs of a capital  nature to the Project (as  determined  in
         accordance with generally accepting accounting  principles) required as
         a result of a casualty  event;  (b) costs of capital  improvements  and
         equipment   including,   without  limitation,   alterations  which  are
         considered  capital   improvements  and  replacements  under  generally
         accepted accounting principles  consistently applied ("Capital Items"),
         except for (i) the annual amortization (amortized over the useful life)
         of costs,  including  financing  costs, if any incurred by Lessor after
         the Commencement  Date for any capital  improvements  installed or paid
         for by Lessor and  required  by any new (or  change in) laws,  rules or
         regulations of any governmental or  quasi-governmental  authority which
         are enacted after the Commencement Date; (ii) the cost of Capital Items
         acquired  to  reduce  the  Common  Area  Operating  Expenses  or  as  a
         labor-saving  measure or to affect other  economics in the operation or
         maintenance of the Property


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         (amortized at an annual rate reasonably calculated,  including interest
         of the actual  interest rate incurred by Lessor) to equal the amount of
         the Common Area  Operating  Expenses to be saved in each  calendar year
         throughout the term (as determined at the time Lessor elects to proceed
         with a capital  improvement  or the  capital  equipment  to reduce  the
         operating  expenses);  (iii)  minor  capital  improvements,   tools  or
         expenditures;  or (iv) capital improvements which reduce expenses which
         would  otherwise  be included in Common Area  Operating  Expenses;  (c)
         rentals for personal  property  (except when needed in connection  with
         normal  repairs  and   maintenance  of  permanent   systems)  which  if
         purchased,  rather than rented,  would constitute a capital improvement
         (including,   without   limitation,   air   conditioning   systems  and
         elevators);  (d)  depreciation,  amortization and interest  payments on
         Capital Items,  except on materials,  tools,  supplies and  vendor-type
         equipment  purchased  by  Lessor to  enable  Lessor to supply  services
         Lessor  might  otherwise  contract  for with a third  party  where such
         depreciation,  amortization and interest  payments would otherwise have
         been  included in the charge for such third  party's  services,  not to
         exceed in the aggregate the amount charged by such third party,  all as
         determined in accordance with generally accepted accounting principles,
         consistently   applied,   and  when  depreciation  or  amortization  is
         permitted or required,  the item shall be amortized over its reasonably
         anticipated  useful for life; (e) marketing  costs,  including  leasing
         commissions  and  attorneys'  fees  incurred  in  connection  with  the
         development or leasing of the Project,  including  without  limitation,
         expenses  incurred in  relationship  to the  bankruptcy  of any tenant,
         subtenant  or  assignee;  and,  costs,  including  permit,  license and
         inspection  costs,  incurred with respect to the installation of tenant
         or other occupant  improvements  made for Lessee or other  occupants in
         the  Project  or  incurred  in  renovating   or  otherwise   improving,
         decorating,  painting or redecorating vacant space for tenants or other
         occupants of the Project;  (f) expenses in connection  with services or
         other  benefits which are not provided to Lessee or for which Lessee is
         charged  directly  but  which are not  provided  to  another  tenant or
         occupant of the Project;  (g) premiums for earthquake  insurance unless
         such premiums are included in the Base Year  calculation of Common Area
         Operating  Expenses;  (h) ground lease  rentals,  interest,  principal,
         points and fees on debts or  amortization  on any mortgage or mortgages
         or any other debt  instrument  encumbering  the  Project;  (i) Lessor's
         general corporate overhead and general and administrative  expenses and
         accountant's  fees (as  distinguished  from the costs of operating  the
         Project)  except as it  specifically  relates to the  Project;  (j) any
         compensation paid to clerks, attendants, or other persons in commercial
         concessions (e.g., retail or restaurant operations) operated by Lessor,
         except in the parking  garage;  (k) legal fees and related  legal costs
         (including in connection  therewith  all  attorneys'  fees and costs of
         settlement,  judgments and damages  awarded against Lessor and payments
         in lieu  thereof)  together  with any damages  awarded  against  Lessor
         arising from late  payments  made by Lessor or  violations  of law; (l)
         amounts  charged  to  Lessee or any other  tenant in the  Project  with
         respect to all items and  services for which Lessee or any other tenant
         in the Project  reimburses  Lessor or is obligated to reimburse  Lessor
         (other than  through the  Lessee's  proportionate  share of Common Area
         Operating Expenses) or which Lessor provides selectively to one or more
         tenants  without   reimbursement   without   benefit  to  Lessee;   (m)
         advertising and promotional  expenditures,  and costs of signs in or on
         the Project;  (n) services  provided,  taxes  attributable to, and cost
         incurred in connection with


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         the operation of any retail and  restaurant  operations in the Project,
         if any,  except to the extent the square footage of such operations are
         included  in the  rentable  square  footage of the  Project  and do not
         exceed  the  services,  utility  and tax costs  which  would  have been
         incurred had the retail and/or  restaurant  space been used for general
         office  purposes;  (o) costs incurred as a result of the failure by the
         original  owner of the Project to comply with laws enacted on or before
         the date the temporary certificate of occupancy (or similar permit) for
         the shell and core of the  Project  was  validly  issued;  (p) costs of
         complying  with laws,  codes,  regulations  or  ordinances  relating to
         Hazardous Substances in building materials or otherwise in the Project,
         or Hazardous  Substances in the soil or groundwater  under the Project,
         which exist in violation of applicable  Applicable  Requirements on the
         Commencement  Date;  (q) costs  incurred with  upgrading the Project to
         comply with the current  interpretation  of disability,  life, fire and
         safety codes,  ordinances,  statutes,  or other laws in effect prior to
         the Commencement Date; or (r) costs arising from Lessor's charitable or
         political contributions.

52       ASSIGNMENT  AND  SUBLETTING.  Lessee  shall  have no power  to,  either
         voluntarily,  involuntarily,  by operation of law or  otherwise,  sell,
         assign,  transfer or hypothecate  this Lease, or sublet the Premises or
         any part thereof, or permit the Premises or any part thereof to be used
         or occupied by anyone other than Lessee or Lessee's  employees  without
         the prior  written  consent of Lessor  which shall not be  unreasonably
         delayed,   conditioned  or  withheld.   If  Lessee  is  a  corporation,
         unincorporated  association,  partnership or limited liability company,
         the sale,  assignment,  transfer or hypothecation of any class of stock
         or  other  ownership   interest  in  such   corporation,   association,
         partnership  or  limited  liability  company  in excess  of  forty-nine
         percent (49%) in the aggregate shall be deemed an assignment within the
         meaning and provisions of this Lease.  Lessee may transfer its interest
         pursuant  to this Lease  only upon the  following  express  conditions,
         which conditions are agreed by Lessor and Lessee to be reasonable:

         (a)      That the  proposed  transferee  shall be  subject to the prior
                  written   consent  of  Lessor,   which  consent  will  not  be
                  unreasonably  delayed,  conditioned  or withheld but,  without
                  limiting  the  generality  of  the  foregoing,   it  shall  be
                  reasonable for Lessor to deny such consent if:

                  (i)      The use to be made of the  Premises  by the  proposed
                           transferee is (a) not generally  consistent  with the
                           character  and nature of all other  tenancies  in the
                           Project,  or  (b)  a use  which  conflicts  with  any
                           so-called  "exclusive"  then in favor  of, or for any
                           use  which  is  the  same  as  that   stated  in  any
                           percentage  rent  lease  to,  another  tenant  of the
                           Project or any other  buildings which are in the same
                           complex as the  Project,  or (c) a use which would be
                           prohibited   by  any  other  portion  of  this  Lease
                           (including,   but  not  limited  to,  any  Rules  and
                           Regulations then in effect);

                  (ii)     The   financial   responsibility   of  the   proposed
                           transferee  relative  to  Lessee  is  not  reasonably
                           satisfactory  to  Lessor or in any event not at least
                           equal to those which were  possessed  by Lessee as of
                           the date of execution of this Lease;


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                  (iii)    The  proposed  transferee  is  either a  governmental
                           agency or instrumentality thereof; or

                  (iv)     Either  the  proposed  transferee  or any  person  or
                           entity  which  directly or  indirectly  controls,  is
                           controlled  by or is under  common  control  with the
                           proposed transferee (A) occupies space in the Project
                           at the time of the  request  for  consent,  or (B) is
                           negotiating with Lessor or has negotiated with Lessor
                           during the six (6) month period immediately preceding
                           the date of the proposed transfer,  to lease space in
                           the Project.

         (b)      Whether or not Lessor  consents to any such  transfer,  Lessee
                  shall pay to Lessor Lessor's then standard  processing fee and
                  reasonable  attorneys'  fees incurred in  connection  with the
                  proposed transfer in an amount not to exceed the aggregate sum
                  of $2,500.00;

         (c)      That  the  proposed  transferee  shall  execute  an  agreement
                  pursuant to which it shall agree to perform  faithfully and be
                  bound by all of the terms, covenants,  conditions,  provisions
                  and agreements of this Lease applicable to that portion of the
                  Premises so transferred; and

         (d)      That an executed  duplicate  original of said  assignment  and
                  assumption  agreement or other  transfer on a form  reasonably
                  approved by Lessor,  shall be delivered to Lessor  within five
                  (5) days after the execution  thereof,  and that such transfer
                  shall not be binding upon Lessor until the delivery thereof to
                  Lessor and the  execution  and  delivery of  Lessor's  consent
                  thereto.  It shall be a condition  to Lessor's  consent to any
                  subleasing,  assignment  or other  transfer  of part or all of
                  Lessee's interest in the Premises  (hereinafter referred to as
                  a "Transfer")  that (i) upon Lessor's consent to any Transfer,
                  Lessee  shall pay and continue to pay fifty  percent  (50%) of
                  any "Transfer  Premium"  (defined  below),  received by Lessee
                  from  the  transferee;  (ii) any  sublessee  of part or all of
                  Lessee's  interest  in the  Premises  shall  agree that in the
                  event  Lessor  gives such  sublessee  notice that Lessee is in
                  default under this Lease, such sublessee shall thereafter make
                  all sublease or other payments directly to Lessor,  which will
                  be received by Lessor  without any liability  whether to honor
                  the  sublease or  otherwise  (except to credit  such  payments
                  against sums due under this Lease),  and any  sublessee  shall
                  agree to attorn to Lessor or its  successors  and  assigns  at
                  their request  should this Lease be terminated for any reason,
                  except  that in no event  shall  Lessor or its  successors  or
                  assigns be obligated to accept such attornment; (iii) any such
                  Transfer  and consent  shall be effected on forms  supplied by
                  Lessor and/or its legal counsel;  (iv) Lessor may require that
                  Lessee not then be in default  hereunder in any  respect;  and
                  (v)   Lessee   or   the   proposed   subtenant   or   assignee
                  (collectively,  "Transferee")  shall agree to pay Lessor, upon
                  demand,  as  additional  rent,  a sum equal to the  additional
                  costs,  if any,  incurred by Lessor for maintenance and repair
                  as a result of any change in the nature of occupancy caused by
                  such subletting or assignment.  "Transfer  Premium" shall mean
                  all rent,  additional rent or other consideration payable by a
                  Transferee in connection with a


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                  Transfer  in excess of the Rent  payable by Lessee  under this
                  Lease during the term of the Transfer and if such  Transfer is
                  less than all of the Premises,  the Transfer  Premium shall be
                  calculated on a rentable square foot basis. "Transfer Premium"
                  shall also  include,  but not be limited to, key money,  bonus
                  money or other  cash  consideration  paid by a  transferee  to
                  Lessee in connection  with such  Transfer,  and any payment in
                  excess of fair market value for  services  rendered by Lessee,
                  to the  Transferee  and any  payment in excess of fair  market
                  value for assets, fixtures, inventory, equipment, or furniture
                  transferred  by Lessee to the  Transferee in  connection  with
                  such Transfer. Any sale assignment, hypothecation, transfer or
                  subletting of this Lease which is not in  compliance  with the
                  provisions of this Section 52 shall be void and shall,  at the
                  option of Lessor,  terminate this Lease. In no event shall the
                  consent by Lessor to an  assignment or subletting be construed
                  as relieving Lessee, any assignee, or sublessee from obtaining
                  the  express   written   consent  of  Lessor  to  any  further
                  assignment  or  subletting,  or as  releasing  Lessee from any
                  liability or obligation  hereunder whether or not then accrued
                  and Lessee  shall  continue to be fully  liable  therefor.  No
                  collection  or  acceptance  of rent by Lessor  from any person
                  other than Lessee shall be deemed a waiver of any provision of
                  this Section 52 or the acceptance of any assignee or subtenant
                  hereunder,  or a release  of Lessee  (or of any  successor  of
                  Lessee  or any  subtenant).  Notwithstanding  anything  to the
                  contrary in this Lease,  if Lessee or any proposed  Transferee
                  claims  that Lessor has  unreasonably  withheld or delayed its
                  consent  under this  Article 52 or  otherwise  has breached or
                  acted  unreasonably under this Section 52, their sole remedies
                  shall be a  declaratory  judgment  and an  injunction  for the
                  relief sought without any monetary damages,  and Lessee hereby
                  waives all other remedies,  including, without limitation, any
                  right at law or equity to  terminate  this  Lease,  on its own
                  behalf and, to the extent permitted under all applicable laws,
                  on behalf of the proposed Transferee. Notwithstanding anything
                  to the contrary  contained in this Section 52 , Lessor  agrees
                  that it shall  grant  its  approval  of a  Transfer  by Lessee
                  resulting  from a stock  offering to Justin  Timberlake  or an
                  affiliate, so long as Lessee reasonably demonstrates to Lessor
                  that: (x) the financial  condition of the proposed  transferee
                  relative  to  Lessee  is  at  least  equal  to  the  financial
                  condition of Lessee as of the date of execution of this Lease;
                  and  (y)  Lessee  retains  control  of the  entity  comprising
                  "Lessee".

53       CROSS  DEFAULT.  Lessor  and  Lessee  acknowledge  and  agree  that the
         concurrent  delivery by Lessee to Lessor of a  fully-executed  Standard
         Office Lease for the lease of premises at 1212 South  Flower  Street by
         Lessee (the  "Concurrent  Agreement") is a material  consideration  for
         Lessor's  execution of this Lease and that Lessor would not execute and
         deliver  this  Lease but for such  Concurrent  Agreement.  Accordingly,
         concurrently  with the  execution and delivery of this Lease by Lessee,
         Lessee shall deliver to Lessor the duly executed Concurrent  Agreement.
         If Lessee fails to deliver to Lessor the executed Concurrent Agreement,
         concurrently with the delivery of this Lease, Lessor may terminate this
         Lease by written notice to Lessee given at any time thereafter. In such
         event,  this Lease shall  terminate  upon Lessee's  receipt of Lessor's
         notice,  Lessee shall bear both parties'  expenses and fees incurred in
         the negotiations and preparation of this Lease


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         and the Concurrent Agreement and in complying herewith through the date
         of termination (including, without limitation, Lessor's legal fees) and
         Lessor shall have no further  obligation to Lessee or any related party
         under  this  Lease or under the  Concurrent  Agreement.  Any  breach or
         default of Lessee, as tenant,  under the Concurrent  Agreement shall be
         deemed a default  of Lessee  under this Lease and any breach or default
         of Lessee  under  this Lease  shall be deemed a default  of Lessee,  as
         tenant, under the Concurrent Agreement.

54       OPTION TO EXTEND.

         (a)      If, at the end of the Term of this Lease, (A) Lessee is not in
                  default of any of the terms,  conditions  or covenants of this
                  Lease,  beyond any applicable  delivered notice and subsequent
                  cure  period,  and (B) Lessee has not  assigned  or sublet the
                  Premises in  violation  of Section 52, then Lessee  shall have
                  the  option to extend  the Lease  Term for one (1)  additional
                  period  totaling two (2) years and one (1) month,  expiring on
                  March  31,  2012  (hereinafter  referred  to  as  the  "Option
                  Period") upon the same terms and conditions  contained in this
                  Lease with the following exceptions:

                  (i)      The Base Rent for the Option  Period  shall be as set
                           forth in Section 54(c), below;

                  (ii)     There  shall be no  further  extensions  of the Lease
                           Term  following  the  expiration of the Option Period
                           unless granted by Lessor in writing, in Lessor's sole
                           discretion; and

                  (iii)    Lessee  will not be granted  any rental  concessions,
                           rental abatement or finish-out  allowances during any
                           Option Period.

         (b)      If Lessee  desires to exercise  its option to extend the Lease
                  Term  (subject to Lessee's  compliance  with the standards set
                  forth  herein),  Lessee  will  notify  Lessor  in  writing  of
                  Lessee's  intention to do so no later than nine (9) months and
                  no more than twelve (12) months prior to the  expiration  date
                  of the then  current  Lease  Term.  After  proper  and  timely
                  exercise of the extension option by Lessee,  all references in
                  this Lease to "Lease  Term" or "Term" shall be  considered  to
                  mean the Lease Term as extended,  and all  references  in this
                  Lease to the  Expiration  Date or to the end of the Lease Term
                  shall  be  considered  to mean the  termination  or end of the
                  Option Period.

         (c)      The Base Rent for the Option Period shall be as follows:


                  LEASE PERIOD                        MONTHLY BASE RENT
                  ------------                        -----------------

                  3/1/2010 - 2/28/2011                $5,400.00

                  3/1/2011 - 3/31/2012                $5,760.00


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         (d)      Lessee's  exercise of the option to extend shall, if Lessor so
                  elects in its absolute discretion, be ineffective in the event
                  that a  Default  by  Lessee  remains  uncured  at the  time of
                  exercise or at the commencement of the Option Period. Lessee's
                  option to extend  the Term  described  in this  Section  54 is
                  personal to Lessee and may not be exercised by or on behalf of
                  any assignee or subtenant.

         (e)      LESSOR'S  TERMINATION  RIGHT.  In the event  that  Lessee  has
                  properly and timely exercised its option to extend the Term as
                  described in this Section 54,  Lessor shall at any time during
                  the Option  Period  have the right to  terminate  the Lease if
                  Lessor   has   received   governmental   approvals   for   the
                  redevelopment  of  the  Project.  Such  termination  shall  be
                  effective  sixty (60) days after Lessor has delivered  written
                  notice of its election to terminate to Lessee,  and so long as
                  Lessee is not in default  under this Lease,  Basic  Rental for
                  the  final  thirty  (30)  days of the  reduced  Term  shall be
                  abated.


LESSOR:

1212 FLOWER REAL ESTATE, LLC,
a Delaware limited liability company

By: Petit Real Estate Limited Partnership,
    a Delaware limited partnership,
    its sole member


    By: Kor Trio, LLC,
        a Delaware limited liability
        company, its general partner


        By:________________________
           ________________________
           [Printed Name and Title]


LESSEE:

 PEOPLE'S LIBERATION, INC.,
 a California corporation


 By:________________________
    ________________________
    [Printed Name and Title]


 By:________________________
    ________________________
    [Printed Name and Title]


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                                   [PREMISES]


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