## **Exhibit10.41**

##  

## SECONDAMENDMENT TO LEASE

## [CarrAmericaRealty, L.P./Musician’s Friend, Inc.]

##  

## THIS AMENDMENT (this “Amendment”) is entered into as of the 15thday of April, 2003, between CARRAMERICA REALTY, L.P., a Delaware limitedpartnership (“Landlord”), whose address is 1850 K Street, N.W., Suite500, Washington, D.C. 20006, and MUSICIAN’S FRIEND, INC., a Delawarecorporation (“Tenant”), whose address is 180 West Election Road, Suite100, Draper, Utah 84020.

##  

## FOR THE SUM OF TEN DOLLARS ($10.00) and other good and valuableconsideration, the receipt and sufficiency of which are acknowledged, Landlordand Tenant agree as follows:

##  

## 1.                                       Definitions.  As used in this Amendment, each of thefollowing terms shall have the meaning indicated:

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## 1.1.                              “Lease”means the Lease, dated August 25, 1998, entered into between Landlord andTenant, as previously amended by the letter agreement, dated October 18, 2000.

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## 1.2.                              “NewPremises” means the new premises described in Paragraph 4 of thisAmendment.

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## 1.3.                              “OldPremises” means the premises covered by the Lease prior to this Amendment.

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## 1.4.                              “RelocationDate” means, unless otherwise agreed in writing by Landlord and Tenant, thelater of (a) September 26, 2003, or (b) the date that is ten (10) calendar daysafter Landlord gives Tenant written notice that the improvements to be made byLandlord pursuant to Paragraph 6 of this Amendment are completed in agood and workmanlike manner, provided that all of the building systems servingthe New Premises (such as rest rooms, HVAC systems, lighting, elevators, ifany, doors, locks and other similar components) are in good working condition,and the New Premises are otherwise substantially in compliance with the termsand conditions of the Lease (as amended by this Amendment).

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## 2.                                       Purpose.  Landlord and Tenant desire to amend theLease as set forth in this Amendment.

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## 3.                                       VariousDefinitions.  As of the RelocationDate, the following terms shall have the indicated meanings for all purposes ofthe Lease: “Project” means the building (the “Building”) known as“Building #15, Wasatch Corporate Center” and the land (the “Land”)located at 180 West Election Road.

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## 4.                                       Schedule.  As of the Relocation Date, Items 2, 3, 4,10 and 12 of the Schedule set forth at the outset of the Lease are deletedin their entirety and are replaced, respectively, with the following new Items2, 3, 4, 10 and 12:

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## 2.**                                       Premises**:  Suite 100 consisting of approximately 25,530rentable square feet located on the first floor of the Building, as depicted onthe attached Appendix A.

 

## 3.**                                       RentableSquare Feet****of the Premises**:  Approximately 25,530 rentable square feet.

 

## 4.**                                       Tenant’sProportionate Share**:  49.9315%(based upon a total of approximately 51,130 rentable square feet in theBuilding).

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## 10.**                                 TerminationDate**:  December 31, 2008.

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## 12.**                                 BaseRent**:

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| **Period**                   |   | **Annual  Base Rent** |       | **Monthly  Base Rent** |   | **Base Rent  Per RSF** |   |
|------------------------------|--------|-----------------------|------------|------------------------|--------|------------------------|--------|
|                         |   |                  |       |                   |   |                   |   |
| Relocation  Date to 12-31-03 |   | $                     | 302,460.00 |                   | $      | 25,205.00              |   | N/A |   |
|                         |   |                  |       |                   |   |                   |   |
| 1-1-04 to 12-31-04           |   | $                     | 244,156.56 |                   | $      | 20,346.38              |   | $ | 9.56 |   |
|                         |   |                  |       |                   |   |                   |   |
| 1-1-05 to 12-31-05           |   | $                     | 253,602.60 |                   | $      | 21,133.55              |   | $ | 9.93 |   |
|                         |   |                  |       |                   |   |                   |   |
| 1-1-06 to 12-31-06           |   | $                     | 263,304.00 |                   | $      | 21,942.00              |   | $ | 10.31 |   |
|                         |   |                  |       |                   |   |                   |   |
| 1-1-07 to 12-31-07           |   | $                     | 273,516.00 |                   | $      | 22,793.00              |   | $ | 10.71 |   |
|                         |   |                  |       |                   |   |                   |   |
| 1-1-08 to 12-31-08           |   | $                     | 284,238.60 |                   | $      | 23,686.55              |   | $ | 11.13 |   |

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## 5.                                       MovingAllowance.  Landlord shall pay thereasonable cost of moving Tenant’s existing cubicles from the Old Premises tothe New Premises, and the reasonable cost of providing electrical connectionsto such cubicles.  In addition, Landlordshall reimburse Tenant up to $15,000 for costs necessary (as per the bid fromAspect) for moving Tenant’s telephone switch to the New Premises.

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## 6.                                       TenantImprovements.  Landlord shallremodel the New Premises in accordance with the space plan attached as AppendixB.  Included in the remodeling will bethe costs necessary for telephone and data cabling (estimated at $54,000 to$57,000).

 

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## 7.                                       RelocationDate.  Provided that this Amendmentis executed and the space plan for the New Premises is agreed on prior to May1, 2003, if the Relocation Date has not occurred on or before September 26,2003, the Base Rent payable by Tenant under the Lease (without reference tothis Amendment) shall abate one day for each day between September 26, 2003 andthe day on which the Relocation Date actually occurs for up to thirty (30) daysof abatement of Base Rent (or until October 26, 2003).  If the Relocation Date has not occurred onor before October 26, 2003, no further abatement of Base Rent shall occur and,unless Landlord and Tenant otherwise agree in writing, this Amendment shallautomatically terminate and cease to be of any further force or effect.

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## 8.                                       Surrender.  Within ten (10) calendar days after theRelocation Date, Tenant shall surrender the Old Premises in accordance withSection 14 and any other applicable provisions of the Lease.

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## 9.                                       Generator.  If Tenant elects to install an emergencygenerator for the New Premises, Landlord will contribute $75,000 toward thecost and installation of the generator, which shall be purchased and installedby Tenant.  The location and size of thegenerator, together with its method of installation and screening, must beapproved in writing by Landlord in advance. At the expiration of the Term or sooner termination of the Lease, Tenantshall leave the generator (in good working condition and repair) in the NewPremises and the generator, with its associated infrastructure and wiring,shall automatically become the sole property of Landlord, free and clear of anyclaims of Tenant or any other person. During the Term, Tenant, at its sole cost and expense, shall be solelyresponsible for all maintenance, repairs, replacements, risk of loss and othercosts, expenses, fees and charges related to the generator, and Landlord shallhave absolutely no responsibility or liability therefor.

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## 10.                                 ExtensionOption.  Subject to Subsection Bbelow, Tenant may at its option extend the Term for one (1) period of two (2)years (the “Renewal Term”).  TheRenewal Term shall be upon the same terms contained in the Lease (as amended bythis Amendment) excluding the provisions of Appendix C of the Lease and exceptfor the payment of Base Rent during the Renewal Term; and any reference in theLease to the “Term” of the Lease shall be deemed to include the Renewal Termand apply thereto, unless it is expressly provided otherwise.  Tenant shall have no additional extensionoptions.

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## A.                                   TheBase Rent during the Renewal Term shall be the greater of (i) the Base Rentapplicable to the last day of the final Lease Year prior to the Renewal Term,or (ii) 100% of the Market Rate (defined hereinafter) for such space for a termcommencing on the first day of the Renewal Term.  “Market Rate” shall mean the then prevailing market ratefor a comparable term commencing on the first day of the Renewal Term fortenants of comparable size and creditworthiness for comparable space in theBuilding and other first class office buildings in the vicinity of theBuilding.

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## B.                                     Toexercise its option, Tenant must deliver a binding notice to Landlord prior toJanuary 1, 2008.  Thereafter, the MarketRate for the Renewal Term shall be calculated

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## pursuant toSubsection C below and Landlord shall inform Tenant of the Market Rate.  Such calculations shall be final and shallnot be recalculated at the actual commencement of the Renewal Term.  If Tenant fails to timely give its notice ofexercise, Tenant will be deemed to have waived its option to extend.

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## C.                                     MarketRate shall be determined as follows:

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## (i)                                     IfTenant provides Landlord with its binding notice of exercise pursuant toSubsection B above, then prior to February 1, 2008 Landlord shall calculate andinform Tenant of the Market Rate.  IfTenant rejects the Market Rate as calculated by Landlord, Tenant shall informLandlord of its rejection within ten (10) days after Tenant’s receipt ofLandlord’s calculation, and Landlord and Tenant shall commence negotiations toagree upon the Market Rate.  If Tenantfails to timely reject Landlord’s calculation of the Market Rate it will bedeemed to have accepted such calculation. If Landlord and Tenant are unable to reach agreement within twenty-one(21) days after Landlord’s receipt of Tenant’s notice of rejection, then theMarket Rate shall be determined in accordance with (ii) below.

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## (ii)                                  IfLandlord and Tenant are unable to reach agreement on the Market Rate withinsaid twenty-one (21) day period, then within seven (7) days, Landlord and Tenantshall each simultaneously submit to the other in a sealed envelope their goodfaith estimate of the Market Rate.  Ifthe higher of such estimates is not more than one hundred five percent (105%)of the lower, then the Market Rate shall be the average of the two.  Otherwise, the dispute shall be resolved byarbitration in accordance with (iii) and (iv) below.

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## (iii)                               Withinseven (7) days after the exchange of estimates, the parties shall select as anarbitrator an independent MAI appraiser with at least five (5) years ofexperience in appraising office space in the metropolitan area in which theProject is located (a “Qualified Appraiser”).  If the parties cannot agree on a Qualified Appraiser, then withina second period of seven (7) days, each shall select a Qualified Appraiser andwithin ten (10) days thereafter the two appointed Qualified Appraisers shallselect a third Qualified Appraiser and the third Qualified Appraiser shall bethe sole arbitrator.  If one party shallfail to select a Qualified Appraiser within the second seven (7) day period,then the Qualified Appraiser chosen by the other party shall be the solearbitrator.

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## (iv)                              Withintwenty-one (21) days after submission of the matter to the arbitrator, thearbitrator shall determine the Market Rate by choosing whichever of theestimates submitted by Landlord and Tenant the arbitrator judges to be moreaccurate.  The arbitrator shall notifyLandlord and Tenant of its decision, which shall be final and binding.  If the arbitrator believes that expertadvice would materially assist him, the arbitrator may retain one or morequalified persons to provide expert advice. The fees of the arbitrator and the expenses of the arbitrationproceeding, including the fees of any expert witnesses retained by thearbitrator, shall be paid by the party whose estimate is not selected.  Each party shall pay the fees of itsrespective counsel and the fees of any witness called by that party.

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## D.                                    Tenant’soption to extend the Lease is subject to the conditions that:  (i) on the date that Tenant delivers itsbinding notice exercising an option to extend, Tenant is not in default underthe Lease after the expiration of any applicable notice and cure periods, and(ii) Tenant shall not have assigned the Lease, or sublet any portion of the NewPremises under a sublease which is effective at any time during the finaltwelve (12) months of the five-year Term.

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## 11.                                 Rightof First Offer.  Subject toSubsection B below, and subject to any expansion or renewal options of anycurrent tenant in the Building (a “Prior Tenant”), or the right ofLandlord to extend the lease of any Prior Tenant, Landlord hereby grants toTenant for the Term a right of first offer for any space that becomes availablein the Building during the Term (collectively, the “ROFO Space”), to beexercised in accordance with Subsection A below.

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## A.                                   Ifany ROFO Space becomes available for lease to anyone other than a Prior Tenant,Landlord shall so notify Tenant (“Landlord’s ROFO Notice”) identifyingthe available ROFO Space (the “Subject ROFO Space”).  Landlord’s ROFO Notice may be given up tosixteen (16) months in advance of such availability and shall contain the termsupon which Landlord intends to offer the Subject ROFO Space for lease to themarket.  Tenant shall notify Landlordwithin ten (10) days of receipt of Landlord’s ROFO Notice whether it desires tolease the Subject ROFO Space on the terms set forth in Landlord’s ROFONotice.  If Tenant does not notifyLandlord within said 10-day period that it will lease the Subject ROFO Space,Tenant shall be deemed to have refused the Subject ROFO Space.  After any refusal, Tenant shall have nofurther right of first offer for such Subject ROFO Space and Landlord shall befree to lease such space to any party for any term and upon any terms itdesires.  If Tenant exercises its rightof first offer with respect to the Subject ROFO Space, such space shall beadded to the New Premises for all purposes of the Lease for the remaining Termof the Lease (but in no event less than three (3) years) on the terms specifiedin Landlord’s ROFO Notice, and (b) the terms of the Lease to the extent thatthey do not conflict with the terms specified in Landlord’s ROFO Notice.

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## B.                                     Tenant’sright of first offer is subject to the conditions that:  (i) on the date that Tenant delivers itsnotice exercising its right of first offer, Tenant is not in default under theLease after the expiration of any applicable notice and cure periods, and (ii)Tenant shall not have assigned the Lease, or sublet any portion of the NewPremises under a sublease which is in effect at any time during the periodcommencing with Tenant’s delivery of its notice and ending on the date the ROFOSpace is added to the New Premises.

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## C.                                     Promptlyafter Tenant’s exercise of its right of first offer, Landlord shall execute anddeliver to Tenant an amendment to the Lease to reflect changes in the NewPremises, Base Rent, Tenant’s Proportionate Share and any other appropriateterms changed by the addition of the ROFO Space.  Within 15 days thereafter, Tenant shall execute and return theamendment.

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## 12.                                 Notices.  The notice addresses for Landlord set forthin Section 23 of the Lease are revised to read as follows:

 

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|   | CarrAmerica  Realty, L.P.          |   |
|--------|------------------------------------|--------|
|   | 7600 East  Orchard Road            |   |
|   | Suite 370  South                   |   |
|   | Greenwood  Village, Colorado 80111 |   |
|   | Attn:  Market Officer         |   |
|   |                               |   |
|   | with a copy  to:                   |   |
|   |                               |   |
|   | CarrAmerica  Realty Corporation    |   |
|   | 1850 K  Street, N.W., Suite 500    |   |
|   | Washington,  D.C. 20006            |   |
|   | Attn:  Lease Administration   |   |

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## 13.                                 AppendixA.  Appendix A attached to the Leaseis replaced with the attached Appendix A.

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## 14.                                 Conditionof New Premises.  Landlordrepresents and warrants to Tenant that, to Landlord’s current, actualknowledge, (a) the existing plumbing, electrical, HVAC system, exterior walls,foundation, roof and load-bearing walls of the New Premises are in good workingorder, and (b) the structural integrity of the New Premises is free from anypatent or latent defects.

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## 15.                                 GeneralProvisions.  In the event of anyconflict between the provisions of the Lease and the provisions of thisAmendment, the provisions of this Amendment shall control.  As modified by this Amendment, the Lease andall of Tenant’s obligations under the Lease are ratified and affirmed in theirentirety.  This Amendment shall inure tothe benefit of, and be binding on, Landlord and Tenant and their respectivesuccessors and assigns.  This Amendmentshall be governed by, and construed and interpreted in accordance with, thelaws (excluding the choice of laws rules) of the State of Utah.  This Amendment may be executed in any numberof duplicate originals or counterparts, each of which when so executed shallconstitute in the aggregate but one and the same document.  Each individual executing this Amendmentrepresents and warrants that such individual has been duly authorized toexecute and deliver this Amendment in the capacity and for the entity set forthwhere such individual signs.

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## LANDLORD AND TENANT have executed this Amendment on the respectivedates set forth below, to be effective as of the date first set forth above.

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|   | LANDLORD:                                                |
|--------|----------------------------------------------------------|
|   |                                                     |
|   | CARRAMERICA REALTY, L.P.,                                |
|   | a Delaware limited partnership,  by its general partner: |
|   |                                                     |
|   | CARRAMERICA REALTY GP HOLDINGS, INC.,                    |
|   | a Delaware corporation                                   |
|   |                                                     |
|   |                                                     |
|   | By                                                       |  /s/  Illegible |
|   |                                                     |
|   | Its                                                      |  Managing Director |
|   |                                                     |
|   | Date                                                     |  5/1/03 |
|   |                                                     |   |
|   | TENANT:                                                  |
|   |                                                     |
|   | MUSICIAN’S FRIEND, INC.                             |
|   |                                                     |
|   |                                                     |
|   | By                                                       |  /s/  Robert Eastman |
|   |                                                     |
|   | Print or Type Name of Signatory:                         |
|   |                                                     |
|   | Robert Eastman                                           |
|   |                                                     |
|   | Its                                                      |  CEO |
|   |                                                     |
|   | Date                                                     |  4/23/03 |
|        |                                                          |  |  |  |  |

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## APPENDIX A

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## to

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## SECONDAMENDMENT TO LEASE

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## NEW PREMISES

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## The New Premises referred to in the foregoing instrument are shown onthe attachment.

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## APPENDIX B

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## to

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## SECONDAMENDMENT TO LEASE

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## SPACE PLAN

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## The space plan referred to in the foregoing instrument is attached.

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