Exhibit 10.38

STANDARD COMMERCIAL LEASE

This LEASE is made this 7th day of June, 2000 by and betweenMID-WEST TERMINAL WAREHOUSE
COMPANY, a Missouri corporation (hereinafter "LESSOR"), andMUSICIAN'S
FRIEND, INC.a Delaware corporation (hereinafter "LESSEE").

WITNESSETH:

WHEREAS, LESSOR is the fee simple owner of certain real property located in Kansas City, Jackson County, Missouri,
legally described in Exhibit "A" attached hereto and made a part hereof and commonly known and numbered as1491 North Universal Avenue, Kansas City, Missouri
64120, together with the building constructed thereon consisting of141,180square feet and the other improvements located
thereon and the appurtenances thereunto belonging (collectively the "Premises"); and

WHEREAS, LESSOR has agreed to lease the Premises to LESSEE and LESSEE has agreed to lease the Premises from LESSOR on the terms stated
herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, LESSOR and LESSEE hereby covenant and agree as
follows:

1.PREMISES:    LESSOR leases the Premises to LESSEE, and LESSEE leases the Premises from
LESSOR The Premises shall be used only for the receipt, storage, shipment, repair, re-packaging, shipment, processing, and sale of musical instruments, related equipment, accessories, and
softgoods products, as well as the retail sale of such goods and services incidental to the overall use of the building, and for no other purpose, without LESSOR'S prior written consent, which shall
not be unreasonably withheld.

2.RENT:    LESSEE agrees to pay as base rent and additional charges for the premises,
$4.02 per square foot per year (base rent $3.27 per square foot, additional charges $0.35 per square foot, and taxes $0.40 per square foot)(Five Hundred Sixty-Seven Thousand Five Hundred
Forty-Three Dollars and 60/100 per year or Forty-Seven Thousand Two Hundred Ninety-Five Dollars and 30/100 per month).



3.TERM:    This Lease shall be for a primary term commencing on July 1, 2000 and
ending at midnight on June 30, 2007.



4.DELIVERY AND ACCEPTANCE OF PREMISES:LESSOR represents, warrants, and covenants, that
the existing plumbing, electrical, HVAC system, if any, exterior walls, foundation, roof, load bearing walls, and retaining walls for the Premises are in good working order and comply with all City,
State, and Federal building requirements as of the date of this Lease. Further, LESSOR warrants

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that
the Premises are free of any "Hazardous Substance" as defined in Section 11.3. LESSOR represents, warrants and covenants that the structural integrity of the Premises is free from any
patent and latent defects.

5.UTILITIES:    LESSEE agrees to furnish all utilities and pay all electric, gas, water,
fuel and sewer company charges, as well as all charges for any additional services or other utilities used on or assessed against the Premises.



6.LICENSING AND FEES:    LESSEE shall obtain all necessary licensing and registrations for
the use and operation of the Premises, and shall pay when due all license and registration fees.

7.TAXES:    The following provisions shall apply:



8.INSURANCE:    The following provisions shall apply:



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9.LIENS AND ENCUMBRANCES:This Lease shall be subject and subordinate to any present or
future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder of any such
mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the
holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten
(10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or
agreement evidencing the
subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. (see Exhibit "B", attached hereto)



10.MAINTENANCE AND REPAIR:    LESSOR shall repair and maintain the roof, exterior walls,
structure, foundation of any structures of the Premises, and parking areas and, driveways including the removal of snow and ice, as well as, repairing cracks and potholes in parking areas, sidewalks
and driveways.



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11.USE OF PREMISES:    LESSEE may use the Premises for any purpose set forth in
Section 1 of this Lease, which is not destructive of the Premises. LESSEE shall not, however, commit or allow any waste, nuisance, or other such act or omission to occur on the Premises, and
shall not do any act or allow on the Premises any condition which may disturb the quiet enjoyment of those occupying surrounding properties, including without limitation any other tenants or occupants
in the Building or on the Premises. LESSEE shall advise LESSOR in writing of any change in the nature of LESSEE'S use of the Premises.



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12.PUBLIC REQUIREMENTS:    LESSEE shall comply with all laws, orders, regulations,
ordinances and other public requirements at any time affecting the Premises or the use of the Premises.

13.ALTERATIONS:    At its sole expense, LESSEE may, but is not required to, make
improvements, alterations or additions to the Premises. Any alterations shall be of good worlananship and material and shall not reduce the size or strength of the then existing improvements or of any
load bearing wall or structural support. Any improvements, alterations, additions or fixtures placed on the Premises, whether or not permanently affixed to the Premises, other than trade fixtures,
shall become a part of the realty, shall belong to LESSOR, and shall remain on and be surrendered with the Premises at the termination of this Lease, unless otherwise specifically agreed to in writing
between LESSOR and LESSEE. No improvements, alterations or additions to the Premises, other than trade fixtures, shall be removed without LESSOR'S prior written consent, which consent shall not
unreasonably be withheld. LESSEE shall repair all damage caused by any removal of any trade or other fixtures or additions. Notwithstanding the foregoing or anything else to the contrary, LESSEE shall
not be permitted to place any underground storage tanks on or under the Premises.

14.ASSIGNMENT OR SUBLEASE:    LESSEE shall not assign this Lease, sublease the Premises,
or allow anyone else to use or occupy any part of the Premises, without LESSOR'S prior written consent, which consent shall not unreasonably be withheld. LESSOR may assign this Lease to any subsequent
purchaser of the Premises, and upon such assignment shall be released from all rights and obligations under this Lease arising thereafter such date of assignment, provided LESSOR uses best efforts to
obtain a subordination and non-disturbance agreement similar in term to the attached Exhibit "B".

15.INSPECTION:    LESSOR and its agents may enter the Premises during normal business
hours to examine the same and do anything required of LESSOR by this Lease, so long as LESSOR does not materially interfere with LESSEE'S business. During the last 120 days of the Lease term,
LESSOR may display a "For Rent" sign on the Premises, and show the Premises to prospective tenants during normal business hours.

16.LESSEE'S PERSONALTY:    LESSOR shall not be liable for any loss or damage to any of
LESSEE'S merchandise, personality or other property on or about the Premises, or for any lost profits of or consequential damage to LESSEE, regardless of the cause of the loss or damage, unless such
loss or damage resulted from negligence or willful misconduct by LESSOR or LESSOR'S representatives or agents. LESSEE shall be responsible for any taxes or assessments made against LESSEE'S personal
property, and shall defend and indemnify LESSOR against the same.

17.EMINENT DOMAIN:    If any substantial part of the Premises (affecting LESSEE'S
operations) is taken under the power of eminent domain, conveyed in lieu of condemnation, or acquired for any public or quasi-public use, this Lease may be terminated by either party. The parties
shall make their individual claims for the award, which shall be distributed according to law.

18.DAMAGE BY CASUALTY:    If a substantial part of the Premises is so damaged by fire or
other casualty that the Premises are totally untenantable, LESSOR may at its sole option terminate this Lease. If the Lease is so cancelled, rent shall be paid only to the date of cancellation and
LESSEE shall be given a reasonable amount of time to surrender the Premises to LESSOR.



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19.DEFAULT BY LESSOR:    LESSEE shall give LESSOR written notice of any default by LESSOR.
If (a) the default is not cured within thirty (30) days after LESSOR receives the written notice, or (b) LESSOR does not within that thirty (30) day time period take
actions, which if continued with reasonable diligence, will cure the default, then LESSEE at its election may declare this Lease terminated after an additional period of thirty (30) days. If
this Lease is rightfully terminated in accordance with this section, rent shall be paid only to the end of the second thirty (30) day period, or cure such default at LESSOR'S cost.

20.DEFAULT BY LESSEE:    The following provisions shall govern default by the LESSEE:



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21.WAIVERS:    Any waiver, consent or approval on the part of LESSOR or LESSEE must be in
writing, and shall be effective only to the extent specifically set forth in the writing. No delay or omission by LESSOR or LESSEE in the exercise of any right or remedy with respect to any one
occasion shall impair LESSOR'S or LESSEE'S ability to exercise the right or remedy in the same or on another occasion.

22.NOTICES:    All notices or other communications shall be in writing signed by the
sender, and shall either be (a) personally delivered or (b) mailed by certified mail, at or to the following addresses:

LESSOR:

Mid-West Terminal Warehouse Company
1700 N. Universal Avenue
Kansas City, Missouri 64120
Attention: Mr. C. Rodney LaMothe, PresidentLESSEE:

Musician's Friend, Inc.
931 Chevy Way
Medford, Oregon 97504
Attention: Mr. Jon White




23.RETURN OF PREMISES:    At the termination of this Lease, LESSEE agrees to deliver to
LESSOR the Premises and all mechanical systems and all LESSOR owned equipment and fixtures thereon, in good working order and condition, subject to normal wear and tear.



24.QUIET ENJOYMENT:    Neither LESSOR nor LESSOR'S successors or assigns will disturb
LESSEE in its quiet enjoyment of the Premises.

25.SIGNS:    LESSEE shall not place any signs or advertisements on the Premises without
the written consent of LESSOR, which consent shall not be unreasonably withheld. Within 120 days prior to the termination of any Lease term, LESSOR may display signs advertising the rental of
the Premises.

26.INDEMNITY:    LESSEE and LESSOR shall indemnify, defend and hold harmless each other
from and against any and all damage, expense, claim, liability or loss, including reasonable attorneys' fees, arising out of or in any way connected to any condition, occurrence or event occurring on
the Premises or arising out of any use of the Premises during the term of this Lease. This duty to indemnify and defend shall include but shall not be limited to damages, costs, liability, loss and
expense including professional consultant, engineering or attorneys' fees incurred in responding to federal, state, or local laws, strict liability, or common law.

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27.WAIVER OF SUBROGATION:    LESSOR and LESSEE each respectively waive all
rights of
recovery against the other and the other's agents, employees, permitted licensees and assignees, for any loss or damage to property or injury to or death of persons, to the extent the same is covered
or indemnified by proceeds of any insurance, or for which reimbursement is otherwise received. This agreement, however, shall apply only so long as the parties' respective insurance companies
expressly concur in this agreement and waive all subrogation rights. Each party shall have a continuing obligation to notify the other party if these waivers are not granted. Nothing in this section
shall impose any greater liability upon the LESSOR than would have existed in the absence of this section.

28.ATTORNMENT:    Subject to the right of non-disturbance and acknowledgement
of the terms and conditions of the Lease by such purchaser, LESSEE agrees to and does attorn to any successor to LESSOR'S interest in all or any part of the Premises, including without limitation any
purchaser at any foreclosure sale of all or any part of the Premises.

29.BANKRUPTCY:    The following covenants are a part of this agreement:



30.SUCCESSORS AND ASSIGNS:    This Lease shall inure to the benefit of and be binding upon
the heirs, estates, executors, administrators, receivers, custodians, successors and (in the case of LESSEE, permitted) assigns of the respective parties.

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31.LIGHT:    This Lease does not grant any rights to light, view or air over adjacent
properties. Any diminution of elimination of light, view or air by any structure, which may be erected on property adjacent to the Premises, shall not be a breach of, and shall not affect the rights
and obligations of, the parties under this Lease.

32.RIGHT OF FIRST REFUSAL:    LESSEE shall have the right of first opportunity (the "Opportunity") to lease any space (the"First Opportunity Premises"), which becomes available at the
Building on the terms set forth in this paragraph. In the event that any of the First Opportunity Premises becomes available, LESSOR shall notify LESSEE of such fact by a notice (the "Opportunity Notice") given in a manner provided herein for the given notices, which Opportunity Notice shall contain the basic terms and conditions
upon which LESSOR is willing to lease the particular First Opportunity Premises to LESSEE including rental rates and other material terms and conditions thereof. Upon LESSEE'S receipt of the
Opportunity Notice, LESSEE shall have five (5) business days (time being of the essence in all respects with respect thereto) to notify LESSOR in writing of LESSEE'S election to lease the
particular First Opportunity Premises to LESSEE on the terms and conditions contained herein and in the Opportunity Notice. If LESSEE shall fail to so notify LESSOR of LESSEE'S election to so lease
within the time period provided above, then LESSOR shall be free to lease the particular First Opportunity Premises on such terms and conditions as LESSOR may obtain, except that LESSOR shall offer
the First Opportunity Premises again to LESSEE if LESSOR intends to enter into a lease with a third party at effective rents (taking into account all rental concessions) five percent (5%) or more
lower than those offered the LESSEE.

33.OPTION TO EXTEND:Prior to the expiration of the primary lease term, or after the
initial seven year lease expires with extensions due to facility expansion as outlined in item 35 of this Lease; tenant may extend this Lease term a period of five years. The lease rate for the option
period on the initial 141,180 square foot facility shall be $4.95 per square foot per year (base rent $3.73 per square foot per year, additional charges $0.40 per square foot per year, taxes $0.40 per
square foot per year, and tenant improvements $0.42 per square foot per year). The annual lease rate for the option period on any then existing expansion to the initial facility shall be base rate for
the expanded portion of the building plus fifteen percent (15%) increase. All other terms and conditions of this Lease shall apply to option period.

34.TENANT IMPROVEMENT COST AMORTIZATION:The additional lease rate for tenant
improvements shall remain $0.42 per square foot on the initial 141,180 square feet or Fifty-Nine Thousand Two Hundred Ninety-Five Dollars and no/100 per year ($59,295.00) until
the end of the tenth year of this Lease. After ten years this additional rent shall terminate.

35.EXPANSION FACILITY:At any time within 24 months from the occupancy date of
July 1, 2000 on the existing 141,180 square foot building, LESSEE may request, and LESSOR shall construct an expansion contiguous to the existing building, providing up to 375,000 square feet
(the"Expansion Facility"). The LESSOR'S required expansion option shall be no less than an 110,000 square foot expansion and up to 233,820 square feet.
After LESSEE'S notice to LESSOR requesting expansion, LESSOR shall have a maximum of three hundred sixty-five (365) days to complete the Expansion Facility.



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36.AMENDMENTS:This Lease contains the entire agreement of the parties. No amendments
may be made to this Lease except by an agreement in writing executed by all the parties.

37.MISCELLANEOUS:The following provisions are additional terms of this Lease:



Intending
to be fully bound, the parties have executed this Lease the day and year first above written.

|MID-WEST TERMINAL WAREHOUSE COMPANY,
a Missouri Corporation | 
|----------------------------------------------------------- | 
|                                                            | 
|By:                                                         | 
|                                                            | 
|LESSOR                                                      | 
|                                                            | 
|MUSICIAN'S FRIEND, INC.,
a Delaware Corporation             | 
|                                                            | 
|By:                                                         | 
|                                                            | 
|                                                            | 
|LESSEE                                                      | 

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