**Exhibit 10.2**

 

**FIRSTAMENDMENT TO LEASE**

THIS FIRSTAMENDMENT TO LEASE (this “Amendment”) is made as of the 24th day of April,2007, by and between Musk Ox Properties, L.P., a Nevada limited partnership (“Landlord”)and Outdoor Channel Holdings, Inc., a Delaware corporation (“Tenant”), withreference to the following facts and objectives:

**RECITALS**

A.                                   Landlordand Tenant entered into that certain Lease, dated as of January 1, 2006,pertaining to approximately 32,777 square feet comprising the entire building (the“Building”) located at 43445 Business Park Drive, Temecula, California (the “OriginalPremises”).

B.                                     Tenant,The Gold Business, LLC, a California limited liability company (“Buyer”) andthe Gold Prospectors’ Association of America, Inc., a California corporation,have entered into that certain Purchase Agreement dated as of the date hereofwhereby Tenant has agreed to sell to Buyer and Buyer has agreed to purchasefrom Tenant the Gold Business (as defined in the Purchase Agreement).

C.                                     Inconnection with the transactions contemplated by the Purchase Agreement, Buyerdesires to Lease directly from Landlord and Landlord desires to lease directlyto Buyer a portion of the Original Premises consisting of approximately 13,663square feet of space comprising Suites 111 – 116 and the first floor of Suites100 and 102 (the “Gold Premises”).

D.                                    Landlordand Tenant desire to amend the Lease (i) to surrender and remove the GoldPremises therefrom such that Tenant shall thereafter lease from Landlord onlythe portion of the Building consisting of approximately 19,114 square feet ofspace as shown on Exhibit A attached hereto (the “Modified Premises”)and (ii) enter into certain related agreements and modifications as moreparticularly described below.

**AGREEMENT**

NOW, THEREFORE, inconsideration of good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto agree as follows:

1.                                       EffectiveDate.  The terms of this Amendmentshall be effective on April 24, 2007.

2.                                       Surrenderof Gold Premises.

(a)                                  Effectiveas of the Effective Date, the Lease is hereby terminated with respect to theGold Premises only.  On the EffectiveDate, Landlord and Tenant are hereby fully and unconditionally released anddischarged from each and every claim, action, cause of action, obligation,cost, demand and liability of every type and nature, known and unknown, arisingfrom or connected with the Lease with respect to the Gold Premises and Tenant’soccupancy of the Gold Premises.  Inconnection with the foregoing, each of the parties expressly waives theprovisions of California Civil Code Section 1542, which provides as follows:

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A general release does not extend to claims which thecreditor does not know or suspect to exist in his or her favor at the time ofexecuting the release, which if known by him or her must have materiallyaffected his or her settlement with the debtor.

(b)                                 Landlordhereby acknowledges that the Gold Premises are currently occupied and shallcontinue to be occupied by employees of Buyer, and, accordingly, Landlordhereby agrees to accept the Gold Premises in their condition as of the datehereof.

3.                                       Premises.

(a)                                  Section1 of the Lease shall be deleted in its entirety and replaced with thefollowing:

Premises.  Landlord hereby leases to Tenant, and Tenanthereby leases from Landlord, upon the terms and conditions set forth herein,approximately 19,114 square feet of space as shown on Exhibit A locatedin the building (the “Building”) commonly known as 43445 Business Park Drive,Temecula, CA 92590 (the “Premises”). Landlord further grants to Tenant the non-exclusive right to useall Common Areas in the Project.  As usedin this Lease, (i) the term “Project” shall mean all of that certain realproperty, the building and other improvements commonly known as 43445 BusinessPark Drive, Temecula, CA 92590, (ii) the term “Common Areas” shall mean allareas and facilities within the Project that are not designated by Landlord forthe exclusive use of Tenant or any other lessee or other occupant of theProject, including the parking areas, access and perimeter roads, pedestriansidewalks, landscaped areas, trash enclosures, recreation areas and the likeand (iii) the term “Tenant’s Share” shall mean the percentage obtained bydividing the square feet of the Premises at the time of calculation by thesquare feet of the Building at the time of calculation, which is approximately32,777 square feet, and multiplying such quotient by 100.  Tenant’s Share is currently calculated as58.3%.

(b)                                 ExhibitA attached to this Amendment is hereby deemed to be attached as Exhibit Ato the Lease.

4.                                       Rent.  Schedule 1 of the Lease is hereby deleted inits entirety and replaced with the following:
| PERIOD                       | ** ** | **MONTHLY RENT** | ** ** |
|------------------------------|------------|-----------------------|------------|
| 2006                         |       | $                     | 29,105.98  |   |
| 1/1/2007 –  4/23/2007   |       | $                     | 29,979.16  | * |
| 4/24/2007 –  12/31/2007 |       | $                     | 17,477.85  | * |
| 2008                         |       | $                     | 18,002.18  |   |
| 2009                         |       | $                     | 18,542.25  |   |
| 2010                         |       | $                     | 19,098.51  |   |
| 2011                         |       | $                     | 19,671.47  |   |
| 2012                         |       | $                     | 20,261.62  |   |
| 2013                         |       | $                     | 20,869.46  |   |

 

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| 2014 |   | $ | 21,495.55 |   |
|------|--------|---|-----------|--------|
| 2015 |   | $ | 22,140.42 |   |
| 2016 |   | $ | 22,804.63 |   |
| 2017 |   | $ | 23,488.77 |   |
| 2018 |   | $ | 24,193.43 |   |
| 2019 |   | $ | 24,919.23 |   |
| 2020 |   | $ | 25,666.81 |   |

 

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*                                         Monthlyrent to be prorated based on the actual number of days in the calendar month.

5.                                       Parking.  Section 26 of the Lease is hereby deleted inits entirety and replaced with the following:

Parking.  Tenant shall have the right to use throughoutthe Term, Tenant’s Share of the parking spaces in the parking lots in theProject.

6.                                       OtherModifications.

(a)                                  Theterm “Premises” in the third sentence of Section 10 of the Lease is herebydeleted and replaced with the term “Project.”

(b)                                 Eachinstance of the term “Premises” in Sections 13 and Section 14 of the Lease ishereby deleted and replaced with the phrase “Premises and the Building”.

7.                                       Demising.  Landlord hereby agrees to change the locksand/or modify the access code for the locks on such access doors in theBuilding as may be necessary so as to prevent access from the Gold Premises tothe Modified Premises.

8.                                       Miscellaneous.  This Amendment, together with the Lease,constitutes the entire agreement between Landlord and Tenant regarding theLease and the subject matter contained herein and supersedes any and all priorand/or contemporaneous oral or written negotiations, agreements or understandings.  This Amendment shall be binding upon andinure to the benefit of Landlord and Tenant and their respective heirs, legalrepresentatives, successors and assigns. No subsequent change or addition to this Amendment shall be bindingunless in writing and duly executed by both Landlord and Tenant.  Except as specifically amended hereby, all ofthe terms and conditions of the Lease are and shall remain in full force andeffect and are hereby ratified and confirmed.

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IN WITNESS WHEREOF, theparties have executed this Amendment, by their duly authorized signatories, asof the day and year first above written.

 
| LANDLORD:                                                |                |   | TENANT:                                                 |
|----------------------------------------------------------|---------------------|--------|---------------------------------------------------------|
|                                                     |                |   |                                                    |
| MUSK OX  PROPERTIES, L.P.,  a Nevada limited partnership |                |   | OUTDOOR CHANNEL HOLDINGS, INC.,  a Delaware corporation |
|                                                     |                |   |                                                    |
|                                                     |                |   |                                                    |
| By:                                                      | /s/ Perry T. Massie |   |                                                    | By: | /s/ Thomas E. Hornish |
|                                                     |                |   |                                                    |   |   |
| Name:                                                    | Perry T. Massie     |   |                                                    | Name: | Thomas E. Hornish |
|                                                     |                |   |                                                    |   |   |
| Title:                                                   | General Partner     |   |                                                    | Title: | COO |

 

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EXHIBIT A

 

PREMISES

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