Exhibit 10.37

ADDENDUM TO LEASE  THE J. GLADSTONE INSTITUTES,  A CHARITABLE TRUST  LESSOR,  AND  GUITAR CENTER, INC.,  A DELAWARE CORPORATION,  LESSEE  DATED Dec. 15, 2000

THIS ADDENDUM TO LEASE dated Dec. 15, 2000, modifies, amends and supplements the attached Lease of even date herewith between the undersigned Lessor and Lessee as
follows:

1.     Paragraph 1.9
is modified to read as follows:

"Lessee
is the "Insuring Party'."

2.     Paragraph 2.2
is hereby supplemented as follows:

"Except
as otherwise noted, on or before the Early Possession Date, Lessor shall perform, at Lessor's sole cost and expense, the following improvements to the Premises and/or provide
Lessee with documentation evidencing that the Premises comply with the following:



Except
as provided below, the Commencement Date shall be extended by each day the Lessor delays in completing the above improvements by said dates, provided that the following access, in
Lessor's sole judgment, does not interfere with Lessor's performance of the above work, and provided Lessee complies with the requirements of Paragraph 3.2 of the Lease, Lessor shall provide
Lessee's MIS contractors/ consultants with access to the Premises on January 15, 2001, provided that the Commencement Date shall not be extended as a result of any delay in Lessor's performance
of the Lessor's work arising from such access.

Notwithstanding
the foregoing, Lessee shall be solely responsible for, at Lessee's sole cost and expense, any repairs to the roof or common area resulting from Lessee's installation of
tenant

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improvements
and maintenance to the roof or under the Common Areas, whether as a result of any improvements made by Lessee pursuant to Paragraph 7.3(b) or otherwise."

3.     The
following sentence is added following the second sentence of Paragraph 2.3:

"Lessor
represents that as of the execution of this Lease, the Premises may be used for general office purposes."

4.     The
following sentence is added following the fourth sentence of Paragraph 2.3:

"Notwithstanding
the foregoing, Lessor shall remain responsible for and shall rectify latent defects which (i) do not comply with the foregoing warranty of Lessor and
(ii) could not have been discovered by a reasonably diligent inspection of the Premises conducted by Tenant during the aforementioned warranty period. Lessee shall have the burden of proof in
establishing that such latent defect is a breach of Lessor's warranty and otherwise meets the requirements of the preceding sentence."

5.     Paragraph 2.6
is hereby added to the Lease:

"Lessor
shall allow Lessee to use the existing modular furniture, improvements, carpet, window coverings, file cabinets, computer room equipment, and kitchen appliances (collectively
"Existing Equipment") for the Original Term of the tease and any Option Terms. At the expiration of Lessee's Lease term, at Lessor's sole election, Lessor shall decide whether to keep the Existing
Equipment in the Premises or have Lessee take ownership of the Existing Equipment and remove from the Premises in accordance with the.. requirements of Section 7. 4 (c) hereof. Prior to
the Commencement Date, Lessee at its sole expense shall conduct an inventory of the Existing Equipment, which shall be subject to Lessor's reasonable approval. Upon approval of the Inventory, Lessee
shall 'tag' each; item of the Existing Equipment in a manner sufficient to identify it as Existing Equipment. Lessee shall provide Lessor with a copy of the inventory list and identification
information."

6.     Paragraph 3.5
is hereby added to the Lease:

"3.5Option to Extend.

Lessor
hereby grants to Lessee the option (the "Option") to extend the term of this Lease for one (1) additional five (5) year period (the "Option Term"), commencing when
the Original Term expires upon each and all of the following terms and conditions:



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7.     Paragraph 4.3
is hereby added to the Lease:

Commencing
on the first anniversary date of the Commencement Date and continuing on the anniversary date of each twelve month period ("Lease Year") thereafter, the monthly Base Rent
shall be increased to the following amounts

Anniversary of
Commencement Date

Monthly Base
RentsFirst (April 15, 2002)

$
73,130.00Second (April 15, 2003)


75,323.90Third (April 15, 2004)


77,583.62Fourth (April 15, 2005)


79,911.12Fifth (April 15, 2006)


82,308.46Sixth (April 15, 2007)


84,777.71Seventh (April 15, 2008)


87,321.04


8.     Paragraph 7.1(a)
is supplemented as follows:

"Notwithstanding
the foregoing, Lessee shall have no obligation to remodel or install new improvements which were not in existence as of the Commencement Date of this Lease."

9.     The
second sentence of Paragraph 7.3(a) is amended to read as follows:

"The
term 'Trade Fixtures' shall include Lessee's machinery and equipment, including telephone and computer equipment (excepting cabling and wiring), that can be removed without doing
material damage to the Premises."

10.   Paragraph 7.3(b)
is supplemented as follows:

"Subject
to Lessee's compliance with the requirements of Paragraph 7.3(b) and (c), Lessor consents to Lessee's installation, at Lessee's sole cost, of a satellite dish, antennae,
microwave relay, fiber optics cable or other such similar equipment for Lessee's own exclusive use on the roof or under the Common Area of the Premises. Lessee shall be responsible, at its sole cost
and expense, for the repair and maintenance of any such items installed by Lessee and for any damage to the roof, building or Common Area arising from the installation and maintenance of such items,
and shall remove at the expiration or termination of the Lease, at Lessee's sole cost and expense, any items installed by Lessee (provided at Lessor's election, such fiber optics cable shall remain
with the Premises) and shall restore the Premises to its original condition as of the Commencement Date of this Lease. Lessee shall be required to submit a copy of any drawings or Specifications
('Plans') in connection with any structural improvements or alterations made by Lessee.

11.   The
first sentence of Section 7.4(b) is supplemented by the following additional phrase:

"
.. . . provided Lessor shall, when providing Lessee with written notice of its consent to Lessee Owned Alterations or Utility Installations, indicate whether it may require such
removal; Lessor's failure to so advise Lessee shall be deemed Lessor's election not to require such removal."

12.   Paragraph 7.5
is hereby added to the Lease:

"Tenant Improvement Allowance. Lessor shall provide Lessee a Tenant Improvement Allowance of $207,180.00 (the 'Allowance'). Such funds
shall be used solely for Tenant Improvements consisting of installation and improvement of Lessee's computer room and cabling distribution, provided that such tenant improvements shall be deemed part
of the realty and may not be removed from the Premises during the Term of this Lease, and provided further that at the expiration of the Lease Term, unless otherwise elected by Lessor, the
improvements will be deemed Lessor's property and shall be surrendered to Lessor. In no event shall any portion of the Tenant Improvement Allowance be used for equipment or property which does not
become a part of the Premises or may be deemed the removable

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personal
property or equipment of Lessee. Lessor shall pay the Allowance to Lessee on the Commencement Date provided Lessee shall have satisfied the following: Lessee shall have submitted to Lessor
evidence reasonably satisfactory to Lessor evidencing that the Tenant Improvements have been completed and are in a good and workmanlike condition, and that all costs of labor and materials have been
fully paid, including paid invoices, final unconditional lien releases from all contractors and subcontractors who have performed the work, and an architect's certificate and/or a contractor's
certificate certifying that the work has been completed."

13.   Paragraph 8.3(a)
is modified as follows:

"Notwithstanding
the foregoing, Lessee shall have no obligation to provide insurance covering earthquake and flood, provided that if Lessee elects to obtain such coverage, the insurance
shall name Lessor as an additional insured and otherwise meet the requirements of this Paragraph 8."

14.   Paragraph 8.4(b)
is supplemented as follows:

"Notwithstanding
the foregoing, so long as Lessee is a public company listed on a nationally recognized stock exchange, Lessee shall have no obligation to provide the foregoing business
interruption insurance."

15.   Paragraph 8.9
is added to the Lease.

"Lessor
shall hold harmless, defend with competent counsel reasonably satisfactory to Lessee, and indemnify Lessee and its Representative from all liability, penalties, losses, damages,
costs, expenses (including attorneys' fees and expert's fees), causes of action, claims, and/or judgments arising by reason of any death, bodily injury, personal injury, or property damage resulting
from the actions of Lessor or its Representatives (except if resulting as a result of Lessee' s willful misconduct or negligence or breach of this Lease) occurring in or about or resulting from an
occurrence in or about the Premises during the Term or while Lessee is in possession of the Premises. The provisions of this paragraph shall survive termination of the Lease with respect to events
occurring prior to such termination."

16.   The
next to last sentence of Paragraph 9.3 is supplemented as follows:

"
.. . . provided that if the repair has an estimated cost of $100,000 or less, Lessee shall make such repairs."

17.   Paragraph 9.4
is supplemented by the following provisions:

"Notwithstanding
the foregoing, if Premises Total Destruction this is an Insured Loss occurs, Lessee may at its option, within thirty (30) days after the date of occurrence of
such damage, either (i) terminate this Lease effective the date of occurrence of such damage by giving written notice to the Lessor, or (ii) request that Lessor repair such damage as
soon as reasonably possible and this Lease
shall continue in full force and effect provided if the insurance was not in force or the insurance proceeds are not sufficient to effect such repair, Lessee shall promptly contribute the shortage in
proceeds. In the event Lessor fails to commence the repair of the Premises within thirty (30) days after the occurrence of such damage or complete the repair within one hundred eighty
(180) days after the occurrence of such damage, Lessee shall have the option to undertake the completion of such repairs, in which event Lessor shall make the balance of the proceeds of such
insurance available to Lessee to complete the repairs of the Premises."

18.   The
first three sentences of Paragraph 10.2(a) are deleted and the following is substituted therefor:

"Subiect
to reimbursement by Lessee, Lessor shall pay the Real Property Taxes applicable to the Premises during the term of this Lease on or before the delinquency date. No earlier than
sixty (60) days prior to the delinquency date, Lessor shall Provide Lessee with notice that such payment has

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been
paid together with a copy of the tax bill and a copy of Lessor's Payment therefor, and Lessee shall reimburse Lessor within ten (10) days after receipt of Lessor's notice. Lessee shall
have the right at its sole cost and expense to contest the amount of the Real Property Taxes, provided Lessee shall indemnify and hold Lessor harmless from any increase or other adverse change in the
Real Estate Taxes assessed against the Premises arising from Lessee's contest. Lessee shall receive the benefit of any reduction in Real Estate Taxes."

19.   Paragraph 12.1(a)
of the Lease is hereby supplemented as follows:

"Lessor
shall have no right to condition its right to approve any such assignment or subletting upon receipt of any excess rents payable by such assignees or subtenants, it being
understood and agreed that subject to Lessee's compliance with the requirements of this Article 12, any such profits shall be retained by Lessee."

20.   Paragraph
12.1 is supplemented as follows:

"Notwithstanding
the preceding provisions of this Paragraph 12.1, so long as Lessee is a public company listed on a nationally recognized stock exchange, Paragraph 12.1(b)
and Paragraph 12.1(c) shall not apply."

21.   Paragraph 12.2(e)
is supplemented as follows:

"As
a condition to such consent, Lessee shall reimburse the actual cost incurred by Lessee in processing such consent, including the cost of outside consultants such as attorneys or
accountants, utilized by Lessor in evaluating such request, not to exceed $1,000.00."

22.   Paragraph 16(c)
is supplemented as follows:

"So
long as Lessee is a public company, such obligation to provide financial statements shall be satisfied by delivery of the most recent Form 10K and 100 filed with the Security
Exchange Commission."

23.   Paragraph 30.3
is supplemented as follows:

"Lessor
warrants that as of the date of this Lease no Security Device encumbers the Premises."

24.   Paragraph 32
is supplemented as follows:

"Lessor
may at any time during the last twelve (12) months of the term place on the Premises any 'For Sale' or 'Available' signs."

25.   Paragraph 34
is supplemented as follows:

"Subject
to Lessee's compliance with all Applicable Requirements, Lessee may install signage in the name of Lessee and/or other tenants, provided at Lessor's written request Lessee shall
remove such signage, at its own expense, at the termination of its tenancy and repair any damage caused by such removal and restore the Premises to its condition prior to such installation."

26.   Paragraph 47
is supplemented as follows:

"Notwithstanding
the foregoing, Lessee shall have no obligation to execute any modification which increases the rent or the costs payable by Lessee hereunder or which materially
adversely affects its rights under the Lease."

27.   Paragraph 50
is added to the Lease:

"Lessor's
Waiver. Within ten (10) days after request therefore by Lessee, Lessor shall execute a statement (hereinafter referred to as 'Lessor's waiver') (in non-recordable
form) and deliver to Lessee, which provides, inter alia: (a) that Lessee's now-owned and hereafter acquired goods, merchandise, and inventory, together with all additions,
substitutions, replacements, and improvements to the same

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(expressly
excepting the Tenant Improvements, any Lessee Owned Alteration or Utility instillation) (hereinafter referred to as 'Goods') shall remain personal property of Lessees (b) that Lessor
disclaims any interest in the Goods and will not assert any statutory or possessory lien against any of the Goods; and (c) that Provided Lessee is not otherwise in default of its obligations
under the Lease, except such defaults as may be cured by Lessee's lender, Lessee's lender shall have the right to keep possession of the Premises for up to ninety (90) days (but in no event
beyond the expiration date of this Lease) by paving the rent owing under this Lease and performing Lessee's obligations during such period, including the payment of property taxes, insurance and
maintenance and repair required of Lessee. Lessor further agrees to execute and deliver to Lessee within ten (10) days after request therefore by Lessee such other documents or instruments as
Lessee or Lessee's lender may reasonably request in connection with the status of this Lease and Lessee's Goods."

IN
WITNESS WHEREOF, this Addendum has been executed by the parties hereto.

| |  | Lessor:                                             
| |  | ----------------------------------------------------
| |  |                                                     
| |  | The J. David Gladstone Institutes
a Charitable Trust
| |  | By:                                                 
| |  |                                                     
| |  |                                                     
| |  | Lessee:                                             
| |  |                                                     
| |  | GUITAR CENTER, INC.,
a Delaware corporation         
| |  | By:                                                 

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