**Exhibit 10.29**

** **

**AMENDED AND RESTATED LEASE AGREEMENT**

 

**THIS AMENDED AND RESTATED LEASE AGREEMENT**(the “Lease”) is made and entered into as of this day of March, 2005, by andbetween Eugene M. Komblum, Trustee of THE EUGENE M. KORNBLUM TRUST AGREEMENTDATED JULY 18, 1997, as to an undivided 25% interest as tenants in common;Helen H. Komblum, Trustee of THE HELEN H. KORNBLUM TRUST AGREEMENT DATED JULY11, 1997, as to an undivided 25% interest as tenants in common; and Carole A,Simon, Trustee of THE CAROLE A. SIMON REVOCABLE TRUST U/T/A dated November27,1991, as to an undivided 50% interest as tenants in common (hereinaftercollectively referred to as “Landlord”), and ST. LOUIS MUSIC, INC., acorporation existing under the laws of the State of Missouri (hereinafterreferred to as “Tenant”).

 

**RECITALS:**

 

A.       Landlord and Tenant enteredinto that certain Commercial Lease (“Original Lease”) dated as of December 20,2001.

 

B.        Landlord and Tenant nowwish to amend and restate the Original Lease as set forth herein.

 

**NOW, THEREFORE**, in considerationof the foregoing Recitals, the mutual covenants and obligations containedherein and for other good and valuable consideration, the receipt and adequacyof which is hereby acknowledged and confessed, Landlord and Tenant agree asfollows:

 

1.         Description ofPremises.

 

Landlord, for and in consideration of the rents, covenants andagreements hereinafter mentioned and hereby agreed to be paid, kept andperformed by Tenant, has leased and by these presents does lease unto Tenant acertain brick warehouse and office building together with all land surroundingthe same, containing approximately 3.47 acres in total, known and numbers as1400 Ferguson, in the City of Pagedale and State of Missouri (hereinafterreferred to as the “Premises”).

 

2.         Lease Term.

 

This lease (hereinafter referred to as the “Lease”) shall commence onthe            day of March,2005, and shall end on the 29th day of February, 2008, unless sooner terminatedpursuant to other provisions of this Lease.

 

3.         Use of Premises.

 

Tenant shall be entitled to have and to hold the Premises, subject tothe conditions herein contained, for any use permitted by law. Landlord andTenant shall comply with, and shall maintain the Premises in compliance with,all laws and all requirements of all governmental authorities applicable to thePremises and to the use thereof, and shall maintain the Premises in

 

----

 

compliance withthe requirements of the insurance companies providing the insurance required bysubparagraph (b)(3) of Paragraph 4 below.

 

4.         Rental.

 

(a)       As fixed annual rent Tenantshall pay directly to Landlord, or to such other person as Landlord designates,without previous demand therefore, the sum of One Hundred Thirty Thousand OneHundred Six and 08/100 Dollars ($130,106.08) per year, payable in equal monthlyinstallments of Ten Thousand Eight Hundred Forty-two and 17/100 Dollars ($10,842.17) in advance on the first day of each and every month during the termof the Lease.

 

(b)       As additional rental duringthe term of this Lease, Tenant shall fully pay all costs and charges inconnection with or arising out of the following:

 

(1)       All taxes, assessments andother governmental charges levied, during the term hereof, on the Premises orany part thereof, including, but not limited to, all general and specialassessments, sewer taxes, water licenses, and any other taxes, penalties,fines, interests and costs imposed upon or against the Premises or against anyof the personal property placed upon the Premises;

 

(2)       All electricity, water,sewer use, gas, costs of operation of heating and air conditioning and otherutilities used on the Premises during the full term at this Lease;

 

(3)       All insurance premiums forthe following described insurance which Tenant hereby agrees to maintain on thePremises, in the name of Landlord or such other person or entity as Landlordmay designate:

 

(A)      Insurance for all risks ofdirect physical loss or damage to the Premises (subject to standard policyexclusions) in an amount representing the full replacement costs of theimprovements located on the Premises, in insurance companies approved byLandlord and authorized to do business in the State of Missouri; and

 

(B)       Insurance for publicliability coverage, protecting both Landlord and Tenant against any and allclaims for personal injury, loss of life or damage to property sustained orclaimed to have been sustained in, on or about the Premises or the building,improvements and appurtenances located thereon or upon the adjoining sidewalks,streets or alleyways. Such insurance shall be in such amounts and contain suchcoverages as Landlord may reasonably require; and

 

(C)       A certificate orcertificates of the insurers that such insurance is in force and effect shallbe deposited with Landlord and shall contain an undertaking by the respectiveinsurers that the insurance policies shall not be canceled or modifiedadversely to the interests of Landlord without at least thirty (30) days’ priornotice to Landlord. Prior to the expiration of any such policy, Tenant shallfurnish Landlord with evidence satisfactory to Landlord that the policy hasbeen renewed or replaced or is no longer required by this Lease.

 

2

----

 

(4)       All other expenses andcharges which shall be Incurred or shall be required in connection with thepossession, occupation, operation, alteration, maintenance, repair, protection,preservation and use of the Premises (except as is otherwise specificallyprovided for herein), it being intended that this Lease shall be a net netlease to Landlord and that, except as is otherwise specifically provided forherein, Landlord shall have no cost or expense in connection with the Premisesleased hereunder.

 

5.         Maintenance,Repairs, Alterations and Restorations.

 

(a)       Tenant shall, at its solecost and expense, maintain and care for the building and improvements locatedon the Premises, including landscaped areas, roadways and the parking areas,except as otherwise provided in subparagraph (b) below. Tenant shall, at itssole cost and expense, maintain and care for the interiors of the building andimprovements, including all plumbing, heating, air conditioning, electrical andsewer systems, devices and installations. Tenant agrees to keep the Premisesfree from any nuisance or filth upon or adjacent thereto, Except as otherwiseprovided in subparagraph (b) below, all repairs and alterations deemednecessary to the exterior and interior of the buildings and improvementslocated on the Premises shall be made or constructed by Tenant with the consentof Landlord; and all repairs, alterations, restorations, buildings and otherimprovements so made or constructed shall remain as or become, as the case maybe, a part of the realty.

 

(b)       Landlord shall conduct allmaintenance and repairs to the roof of the building (including the replacementthereof, should Landlord in its reasonable discretion determine that anymaterial defect thereto could not otherwise be repaired), and all structuralmaintenance and repairs to the foundation and the exterior walls of thebuilding, as may be required for the preservation, protection or restoration ofthe Premises, unless any such maintenance and/or repair is required as a resultof damage caused by the negligence or willful acts and/or omissions of Tenant,its employees or invitees, on or after the date of this Lease. Landlord shallalso (i) conduct all maintenance and repairs to the Premises that are requiredas a result of damage caused prior to the date of this Lease and (ii) performany such alterations to the Premises as are required by law, except and to theextent such alterations are so required due to improvements or intendedimprovements to the Premises by Tenant.

 

(c)       All repairs, alterations,restorations, buildings and other improvements made or constructed to or on thePremises shall be performed by the responsible party in a good and workmanlikemanner, shall be pursued by the responsible party with due diligence until thePremises will again be fit for occupancy of Tenant, or until said constructionshall be reasonably deemed completed by Landlord, and shall be performed inconformity with all applicable laws, ordinances, rules and regulations. Tenantshall not, under any circumstances, allow or permit any lien for labor endmaterial to attach to the Premises.

 

(d)       Subject to paragraph 6(b)below, Tenant shall pay for all costs and expenses incurred by Tenant arisingout of Tenant’s obligations to make the repairs or maintenance described insubparagraph (a) above. Landlord shall also pay for all costs and expensesincurred by Landlord arising out of Landlord’s obligations to make the repairsor maintenance described in subparagraph (b) above.

 

3

----

 

6.         Indemnification.

 

(a)       Tenant agrees that it willprotect, indemnify and save Landlord harmless from and against any penalty,damage or charge imposed for any violation of any law or ordinance by Tenant,its agents, employees or anyone acting on behalf of Tenant. Tenant further agreesthat it will protect, indemnify and save Landlord harmless from and against anyand all claims, suits, demands, causes of action, costs and liabilities arisingfrom Tenant’s use of the Premises on or after the date of this Lease, or fromany act permitted, or any omission to act, in or about the Premises by Tenantor its employees or invitees on or after the date of this Lease, or from anybreach or default by Tenant of this Lease, except to the extent caused byLandlord’s negligence or willful misconduct.

 

(b)       Landlord agrees that itwill protect, indemnify and save Tenant harmless from and against any and allclaims, suits, demands, causes of action, costs and liabilities arising fromany breach or default by Landlord of this Lease, except to the extent caused byTenant’s negligence or willful misconduct. Landlord further agrees that it willprotect, indemnify and save Tenant harmless from and against any and allclaims, suits, demands, causes of action, costs and liabilities associatedwith, related to, or arising out of (i) the maintenance and repair of the roof,including without limitation any removal, disposal or other remediationrequired by law with respect to any asbestos containing materials (“ACMs”) orpresumed ACMs that may be present in the roof; (ii) any underground storagetanks that may be or have been present on the Premises; and (iii) withoutlimitation to item (i) above, the presence of any ACMs or presumed aCMs on thePremises; provided, however that Landlord shall have no such indemnificationobligation with respect to any remediation, maintenance, encapsulation,removal, disposal, labeling or other actions with respect to any ACMs, presumedACMs or underground storage tanks except to the extent such action is requiredunder applicable laws.

 

7.         Damageto Person or Property.

 

Landlord shall not be liable to Tenant or any other person orcorporation, including Tenant’s employees, for any damage to their person orproperty caused by water, rain, snow, float, fire, storm and accidents, or bybreakage, stoppage or leakage of water, gas, heating and sewer pipes, airconditioning units or plumbing upon about or adjacent to the Promises, exceptand to the extent such damage is caused by Landlord’s failure to perform itsobligations under this Lease.

 

8.         Destructionand Eminent Domain.

 

(a)       Should the entire area ofthe Premises, or such portion thereof as to interfere materially with orcurtail the operations of Tenant’s business for a period in excess of sixty(60) days, be destroyed by fire or other cause or be acquired or taken bycondemnation by any public or quasi-public authority or under the power ofeminent domain, this Lease may at the option of Tenant, be terminated and of nofurther force and effect from and after the date of such total destruction orthe effective date of the taking by such public or quasi-public authority.

 

4

----

 

Tenant shall haveno interest in nor shall it share in any insurance proceeds or condemnationaward received by Landlord for the Premises.

 

(b)       Should only a**portion of the Premises be so destroyed,acquired or condemned, and the portion thus destroyed or taken be of such anamount as not to interfere materially with or curtail the operations of Tenant’sbusiness for a period in excess of sixty (60) days, then this Lease shallcontinue in full force and effect as to the portion not so destroyed or takenwith a reduction in the fixed annual rent proportionate to the area of thePremises so destroyed or taken for a period up to, but not exceeding, six (6)months, provided that Landlord has in force business interruption insurancepayable to**the lender of anyindebtedness of Landlord which is secured by the premises in an amountsufficient to pay the debt service on such indebtedness during the period ofrent reduction. The parties shall make all of the repairs and improvementsdeemed necessary in order to restore the Premises to its original condition andshall perform, pursue and complete said repairs and improvements in accordancewith the terms and provisions of Paragraph 5 above. The costs and expensesincurred by Tenant in making said repairs and improvements shall be paid for byTenant and shall be reimbursed by Landlord, but only to the extent paid for bythe insurance proceeds or condemnation award received by Landlord. Uponcompletion of said repairs and improvements in accordance with and asdetermined by the terms and provisions of Paragraph 5 above, the fixed annualrent, if reduced under the terms of this subparagraph (b), shall be increasedto the amount set forth in Paragraph 4.

 

(c)       The fact of whether suchdestruction, acquisition or condemnation has materially interfered with orcurtailed the operations of Tenant’s business for a period in excess of sixty (60)days shall be determined by the mutual decision of Landlord and Tenant. IfLandlord and Tenant cannot agree as to whether such destruction, acquisition orcondemnation has materially interfered with or curtailed the operations ofTenant’s business for a period in excess of sixty (60) days, the fact shall bedetermined by arbitration in accordance with and as provided by the MissouriUniform Arbitration Act, Section 435.350 et seq. R. S. Mo. 1994.

 

9.         Default

 

(a)       In the event that Tenantshall fail to pay any installment of rent within ten (10) days from the datethat the same shall become due hereunder or shall fail to pay any insurancepremiums or taxes and assessments within ten (10) days after**written notice from Landlord that thesame shall be due, or in the event that Tenant shall fail in the observance ofperformance of any of the other terms, conditions and provisions of this Leasefor more than thirty (30) days after written notice of such default shall havebeen mailed to Tenant (provided, however, that if Tenant stall promptly proceedto correct such failure upon notice thereof then said thirty (30) day period ifinsufficient, shall be extended for such reasonable time as**may be necessary), or in the event thatTenant shall be adjudicated insolvent or bankrupt pursuant to the provisions ofany state or federal insolvency or bankruptcy act, or if Tenant shall make a**general assignment for the benefit ofcreditors, or if a receiver of the property of Tenant shall be appointed andsuch appointment shall not be vacated within 120 days after it is made, or ifTenant shall allow or permit any lien for labor or material to attach to thePremises, then Landlord, besides other rights or remedies Landlord may have,shall have the immediate right to

 

5

----

 

pursue any one ormore of the following remedies without notice or demand whatsoever, whichremedies are cumulative and not alternative:

 

(i)        LandLord shall have theright to remedy or attempt to remedy any default of Tenant, and in so doing tomake any payments due or alleged to be due by Tenant to third parties and toenter upon the Premises to do any work or other things therein, and in suchevent all reasonable expenses of Landlord in remedying or attempting to remedysuch default shall be payable by Tenant to Landlord on demand. All sums so paidby Landlord and all expenses in connection therewith, shall bear interestthereon at the rate of fifteen percent (15%) per annum or the highest legalrate if less and if not otherwise demanded by Landlord shall be deemedadditional rent;

 

(ii)       Landlord shall have theright to terminate this Lease or terminate Tenant’s right to possession of thePremises without terminating this Lease forthwith by leaving upon the Premisesor by affixing to an entrance door to the Premises notice terminating the Leaseor. Upon the giving by Landlord of a notice in writing terminating this Leaseor terminating Tenant’s right to possession of the Premises, Tenant shallremain liable for and shall pay on demand by Landlord (A) the full amount ofall Rent which accrues or which would have accrued until the date on which thisLease would have expired had termination not occurred, and any and all damagesand expenses incurred by Landlord in re-entering and repossessing the Premisesin making good any default of the Tenant, in making any alterations, remodelingor new tenant finish to the Premises, and any and all expenses which Landlordmay incur during the occupancy of any new tenant, less (B) the net proceeds ofany re-letting of the Premises which has occurred at the time of the aforesaiddemand by Landlord to Tenant. Landlord shall be entitled to any excess with nocredit to Tenant Landlord may, in its sole discretion, make demand on Tenant asaforesaid on any one or more occasions, and any suit brought by Landlord toenforce collection of such difference for any subsequent month or months.Tenant’s liability shall survive the institution of summary proceedings and theissuance of any warrant hereunder; and

 

(iii)      Landlord shall have theright of injunction and the right to invoke any other remedy allowed at law orin equity, and mention in this Lease of any particular remedy shall notpreclude Landlord from any other remedy at law or in equity.

 

(b)       In fee event that Tenantshall fail in the observance of performance of any of the terms, conditions orprovisions of this Lease, including but not limited to payments or money toLandlord or any other person or entity, and Landlord engages the services of anattorney to enforce such terms, conditions or provisions, then and in suchevent, Landlord shall be entitled to recover from Tenant the entire cost ofcollection or other enforcement, including reasonable attorneys’ fees, which ifnot otherwise demanded by Landlord shall be deemed additional rent hereunder.In the event that Landlord shall fail in the observance or performance of anyof the terms, conditions or provisions of this Leaser on its part to beperformed, and Tenant engages the services of an attorney to enforce suchterms, conditions or provisions, then and in such event, Tenant shall beentitled to recover from Landlord the entire cost of enforcement, includingreasonable attorneys’ fees.

 

6

----

 

10.       Assignment andSubletting.

 

Tenant shall not transfer, assign or sublease this Lease or itsInterest hereunder, nor permit the same to be transferred or assigned byoperation of law without the consent of Landlord, which consent shall not beunreasonably conditioned, delayed of withheld by Landlord. No transfer orassignment by Tenant of this Lease or its interest hereunder and no sublettingby Tenant of the Premises of any portion thereof shall operate to releaseTenant from the fulfillment on Tenant’s part of its obligations under thisLease, nor affect Landlord’s right to exercise any of Landlord’s rights orremedies hereunder, without the consent of or notice to any assignee orsublessee.

 

11.       Waiver and Severability.

 

(a)       No waiver of any forfeiture,by acceptance of rent or otherwise, shall waive any subsequent cause offorfeiture or breach of any condition of this Lease; nor shall any consent whenapplicable by Landlord to any assignment or subletting of the Premises, or anypart thereof, be held to waive or release any assignee or sublessee from any ofthe foregoing conditions or covenants as against him or them; but every suchassignee and sublessee shall be expressly subject thereto,

 

(b)       If any term, covenant orcondition of this Lease, or the application thereof to any parson orcircumstances shall, to any extent, be invalid or unenforceable, the remainderof this Lease, or the application of such term, covenant or condition of thisLease, shall be valid and be enforced to the fullest extent permitted by law.

 

12.       Limitation of Liability.Tenant agrees that it shall look solely to Landlord’s estate and interest inthe Premises (or the proceeds thereof) for the satisfaction of any right ofTenant for the collection of a judgment or other judicial process requiring thepayment of money by Landlord. No other property or assets of Landlord, itspartners, its joint venturers or any officers, directors or employees of any ofthe foregoing, shall be subject to any enforcement procedures for the satisfactionof any of Tenant’s rights and remedies under or as to; (i) the Lease, (ii) therelationship of Landlord and Tenant under this Lease or under law, (iii) Tenant’suse and occupancy of the Premises, or (iv) any other liability of Landlord toTenant. This provision shall not be deemed, construed or interpreted to be orconstitute an agreement, express or implied, between Landlord and Tenant thatLandlord’s interest hereunder and in the Premises shall be subject to anyequitable lien or other similar lien or charge. From and after the due dateupon which Landlord shall convey the Premises to another party, Landlord shallbe released from its obligations hereunder, provided that such third partyshall assume all obligations of Landlord as set forth herein,

 

13.       Notices.

 

(a)       Any notices to be given byLandlord or Tenant to each other for any purpose connected with this Lease orotherwise, shall be in writing and deemed to have been properly given if servedpersonally or if sent by United States registered or certified mail, returnreceipt request, to the Mowing address of Landlord and Tenant, respectively, orto such other persons and addresses as Landlord and Tenant may from time totime designate:

 

7

----

 
|   | Landlord: | Eugene M.  Kornblum and Helen H. Kornblum |
|--------|-----------|-------------------------------------------|
|   |      | 7736 W. Biltmore                          |
|   |      | Clayton,  Missouri 63105                  |
|   |      |                                      |
|   | Tenant:   | St. Louis Music,  Inc.                    |
|   |      | 1400 Ferguson Avenue                      |
|   |      | St. Louis, Missouri 63133                 |

 

14.       Landlord Agreement.Landlord hereby agrees to execute and deliver to Tenant, contemporaneously withthis Lease, that form of Landlord Agreement attached hereto as Exhibit A.

 

15.       Miscellaneous.

 

(a)       The terms and provisions ofthe Lease shall be binding upon and inure to the benefit of the parties heretoand their respective heirs, successors, assigns and personal representativesprovided, however, that no assignment by, from, through or under Tenant inviolation of any provisions hereof shall vest in such assignee any right, titleor interest whatsoever.

 

(b)       Tenant may not record thisLease or a Memorandum or other notice of this Lease without Landlord’s priorwritten consent, which consent may not be unreasonably conditioned, delayed orwithheld.

 

(c)       This Lease may not bemodified or amended except by a written instrument executed by both Landlordand Tenant. This Lease shall be governed by and interpreted pursuant to thelaws of the State of Missouri.

 

(d)       The invalidity of one ormore of the provisions of this Lease shall not cause the invalidity of theremainder of this Lease.

 

(e)       In the event that eitherparty hereto shall bring legal action against the other party, then theprevailing party shall be entitled to reimbursement from the other party forall expenses thus incurred, including a reasonable attorney’s fee.

 

(f)        The captions or otherheadings of any sections of this Lease are inserted for convenience only andshall not be considered in construing the provision hereof if any question ofintent should arise.

 

(g)       All rights and remedies ofLandlord herein enumerated shall be cumulative and shall not be construed toexclude any other remedies allowed at law or in equity, whether or notspecified herein. The failure of Landlord to insist in any one or more casesupon the strict performance of any of the provisions of this Lease or toexercise any option under this Lease shall not be construed as a waiver or arelinquishment for the future of any such provision, and one or more waivers ofany breach of any provision shall not be construed as a waiver of any

 

8

----

 

subsequent breachof the same. The receipt and acceptance by Landlord of any partial paymentunder this Lease shall not be deemed a waiver of such breach or an accord andsatisfaction.

 

[The remainder of thispage is intentionally blank. The next page is the signature page.]

 

9

----

 

IN WITNESS WHEREOF, the parties have duly executed this Lease as**of the day and year first above written.

 

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BEENFORCED BY THE PARTIES.

 
| **ST. LOUIS MUSIC, INC.** |       | **THE EUGENE M. KORNBLUM TRUST**        |
|---------------------------|------------|-----------------------------------------|
| ** **                |       | **AGREEMENT dated July 18, 1997**       |
| By:                       |       |                                    |   |
| Name:                     |       |                                    |   |   |
| Tile:                     |       |                                    | EUGENE  M. KORNBLUM, Trustee |
|                      |       |                                    |
|                      |       |                                    |
| ** **                | ** ** | **THE HELEN H. KORNBLUM TRUST**         |
| ** **                | ** ** | **AGREEMENT dated July 11, 1997**       |
|                      |       |                                    |
|                      |       |                                    |   |
|                      |       | HELEN  H. KORNBLUM, Trustee             |
|                      |       |                                    |
|                      |       |                                    |
| ** **                | ** ** | **THE CAROLE A. SIMON REVOCABLE**       |
| ** **                | ** ** | **TRUST U/T/A dated November 27, 1991** |
|                      |       |                                    |
|                      |       |                                    |   |
|                      |       | CAROLE** **A. SIMON, Trustee       |
|                           |            |                                         |  |  |  |  |

 

10

----

 
| Printed and for Sale to the St. Louis Printing &  Legal Firms Co., St. Louis, Mn.                                                                                                     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                      |   |   |
| FORM                   REVISED           | A DIVISION OF [LOGO] | CLASS A |

 

**COMMERCIAL LEASE**

 
|                          |     | This Lease, made and entered into, this 20th  day of DECEMBER 2001, by and between Eugene M. Kormblum, trustee of THE  EUGENE M. KORNBLUM TRUST AGREEMENT DATED JULY 18, 1997, as to an undivided  25% interest as tenants in common; Helen M. Kornblum, Trustee of THE HELEN H.  KORMBLUM TRUST AGREEMENT DATED JULY 11, 1997, as to an undivided 25% interest  as tenants in common; and Carole A. Simon and Robert S. Simon, Trustees of  THE CAROLE A. SIMON REVOCABLE TRUST U/T/A dated November 27, 1991, as to an  undivided 50% interest as tenants in common.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * *

*Parties*           |     |  

Hereinafter  called Lessor, and ST. LOUIS MUSIC, INC., hereinafter called Lessee,

WITNESSETH, That the  said Lessor for and in consideration of the rents, covenants and agreements  hereinafter mentioned and herby agreed to be paid, kept and performed by said  Lessee, or Lessees, successors and assigns has leased and by these presents  do lease to said Lessee the following described premises, situated in the  county of St. Louis, state of Missouri, to-wit:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| * *                      | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *Premises*                    |     | A certain brick warehouse and office building together with all land  surrounding the same, containing approximately 3.47 acres in total, known and  number as 1400 Ferguson, in the City of Pagedale and State of Missouri.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| * *                      | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *Use of  premises*            |     | To have and to hold the same, subject to the conditions herein  contained, and for no other purpose or business than that of office,  warehouse, and selling of any and all types of musical instruments and any  and all types of kindred products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| * *                      | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *Term and  Rental***          |     | For and during the terms of three (3) years commencing on the 1st day  of January 2002 and ending on the 31st day of December 2004 

at the yearly rental of One Hundred Five Thousand One Hundred Six and  00/100 Dollars($103,106.00), payable in advance in equal monthly installments  of Eight Thousand Seven Hundred Fifty-Eight and 83/100 Dollars (88,758.83)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| * *                      | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| *Assignment  or  Sub-letting* |     | On the first day of  each and every month during the said term.

This lease is not assignable, nor shall said premises or any part  thereof be sublet used or permitted to be used for any purposes other than  above set forth without the lease or any part thereof sublet without the  written consent of the Lessor, or if the Lessee shall become the subject of a  court proceeding in bankruptcy or liquidating receivership or shall make an  assignment for the benefit of creditors, this lease may by such fact or  unauthorized act be cancelled at the option of the Lessor. Any assignment of  this lease or subletting or said premises or any part thereof with the  written consent of the Lessor shall not operate to release the lessee from  the fulfillment on Leasee’s part of the covenants and agreements herein  contained to be by said Lessee performed, nor authorize any subsequent  assignment or subletting without the written consent of the Lessor. |
| * *                      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| *Repairs and Alternations*    |     | All repairs and alternations deemed necessary by Lessee shall be made  by said Lessee at Leasee’s cost and expense with the consent of Lessor; and  all repairs and alterations so made shall remain as a part of the realty all  plate and other class now in said demised premises is at the risk of said  Lessee, and if broken, is to be replaced by and at the expense of said  Lessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

----

 
|                                   |   | The Lessor reserves the right to prescribe the form, size, character  and location of any and all awnings affixed to and all signs which may be  placed or painted upon any part of the demised premises, and the               agrees not to place any awning or sign on any part of the demised premises  without the written consent of the* *Lessor,  or to bore or cut into any column, beam or any part of the demised premises  without the written consent of Lessor. The Lessee and all holding under said  Lessee agrees to use reasonable diligence in the care and protection of said  premises during the term of this lease, to keep the water pipes, sewer  drains, heating apparatus, elevator machinery and sprinkler system in good  order and repair and to surrender said premises at the termination of this  lease in substantially the same and in as good condition as received,  ordinary wear and tear excepted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |   | The Lessee shall pay according to the rules and regulations of the  water department for all water used in the demised premises. The Lessee will  erect fire escapes on said premises at said Lessee’s own cost, according to  law, should the proper authorities demand same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                   |   | The Lessee agrees to keep said premises in good order and repair and  free from any                or               upon or adjacent thereto, and not to use or permit the use of the same or any  part thereof for any purpose forbidden by law or ordinance now in force or  hereafter enacted in respect to the use or occupancy of said premises. The  Lessor or legal representatives may, at all reasonable hours, enter upon said  premises for the purpose of examining the condition thereof and making such  repairs as Lessor may see fit to make.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                   |   | If the cost of Insurance to said Lessor on said premises shall be  increased by reason of the occupancy and use of said demised premises by said  Lessee or any other person under said Lessee, all such increase over the  existing rate shall be paid by said Lessee to said Lessor on demand. The  Leases agrees to pay double rent for each day the Lessee, or any one holding  under the Lessee, shall retain the demised premises after the termination of  this lease, whether by limitation or forfeiture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *Damage to   Tenants’   Property* |   | Lessor shall not be liable to said Lessee or any other person or  corporation, including employees, for any damage to their person or property  caused by water, rain, snow, frost, fire, storm and accidents, or by  breakage, stoppage or leakage of water*,*  gas, heating and sewer pipes or plumbing, upon, about or adjacent to said  premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                   |   | The destruction of said building or premises by fire, or the  elements, or                  material injury thereto as to render said premises unquestionably untenantable  for 45 days, shall at the option of said Lessor or Lessee produce and work a  termination of this lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                   |   | If the Lessor and Lessee cannot agree as to whether said building or  premises are unquestionably untenantable for 45 days, the fact shall be  determined by arbitration; the Lessor and the Lessee shall each choose an  arbitrator within five days after either has notified the other in writing of  such damage, the two so chosen, before entering on the discharge of their  duties, shall elect a third, and the decision of any two of such arbitrators  shall be conclusive and binding upon both parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                   |   | If it is determined by arbitration, or agreement between the Lessor  and the Lessee, that said building is not unquestionably untenantable for 45  days, then said Lessor must restore said building at Lessor’s own expense,  with all reasonable speed and promptness, and in such case a just and  proportionate part of said rental shall be abated until said premises haw  been restored.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                   |   | Failure on the part of the Lessee* *to  pay any installment of rent or increase in insurance rate promptly as above  set out, as and when the same becomes due and payable, or failure of the  Lessee promptly and faithfully to keep and perform each and every covenant,  agreement and atipulation herein on the part of the Lessee to be kept and  performed, shall at the option of the Lessor cause the forfeiture of this  lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                   |   | Possession of the within demised premises and all additions and  permanent improvements* *thereof  shall be delivered to Lessor upon ten days’ written notice that Lessor has  exercised said option, and thereupon Lessor shall be entitled to and may take  immediate possession of the demised premises, any other notice or demand  being hereby waived.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                   |   | Any and all notices to be served by the Lessor upon the Lessee for  any breach of covenant of this lease, or otherwise, shall be served upon the  Lessee in person, or loft with anyone in charge of the premises, or posted  upon some conspicuous part of said premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *Re-Entry*                             |   | Said Lessee will quit and deliver up the possession of said premises  to the Lessor* *or Lessor’s  heirs, successors, agents or assigns, when this lease terminates by  limitation or forfeiture, with all window glass replaced, if broken, and with  all keys, locks, bolts, plumbing fixtures, elevator, sprinkler, boiler and  heating appliances in as good* *order  and condition as the same are now, or may hereaftar be made by repair in  compliance with all the covenants of this lease, save only the wear thereof  from reasonable and careful use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                   |   | But it is hereby understood, and Lessee hereby covenants with the  Lessor, that such forfeiture, annullment or voidance shall not relieve the  Lessee from the obligation of the Lessee to make the monthly payments of rent  hereinbefore reserved, at the times and in the manner aforesaid; and in case  of any such default of the Lessee, the Lessor may re-let the said premises an  the agent for and in the name of the Lessee, at any rental readily  obtainable, applying the proceeds and avails thereof, first, to the payment  of such expense as the Lessor may be put to in re-entering, and then to the  payment of said rent as the same may from time to time become due, and toward  the fulfillment of the other covenants and agreements of the Lessee herein  contained, and the balance, if any, shall be paid to the Lessee; and the  Lessee hereby covenants and agrees that if the Lessor shall recover or take  possession of said premises as aforesaid, and be unable to re-let and rent  the same so as to realise a sum equal to the rent hereby reserved, the Lessee  shall and will pay to the Lessor any and all loss of difference of rent for  the residue of the term.  The Lessee hereby gives to the Lessor the right to place and maintain its  usual “for rent” signs upon the demised premises, in the place that the same  are usually displayed on property similar to that herein demised, for the  last thirty days of this lease. |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                   |   | “No representation is  made that permises are lead free or that these premises are legally  habitable.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

----

 
|   |   | **ADDITIONAL TERMS AND PROVISIONS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | 1.     Lessee  shall have the option to renew the Lease after the expiration of the original  term thereof for an additional term of two (2) years under the same terms and  conditions, excepting that the annual rental for the premises during such  renewal period shall be One Hundred Ten Thousand Three Hundred Sixty-One and  00/100 Dollars ($110,361.00), payable in equal monthly installments. Such  renewal shall be exercised by notice in writing sent to Lessor at least sixty  (60) days prior to the expiration of the original term. |
|   |   | 2.     In  addition to the rentals herein provided, Lessee shall pay all real estate  taxes, whether general or special, assessed on the premises during the term  of the lease, as well as the cost of all utility, water and sewer charges  incurred with the use and occupancy of the building. Lessee shall pay for  fire and extended coverage liability insurance on the building, naming the  owners as an additional insured as their interest may appear.                                                                                      |

 
| No  Constructive  Waiver |   | No waiver of any  forfeiture, by acceptance of rent or otherwise, shall waive any subsequent  cause of forfeiture, or breach of any condition of this lease; nor shall any  consent by the Lessor to any assignment or subletting of said premises, or  any part thereof, be held to waive or release any assignee or sub-lessee from  any of the foregoing conditions or covenants as against him or them; but  every such assignee and sub-lessee shall be expressly subject thereto.                                                     |
|--------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   | Whenever the  word “Lessor” is used herein it shall be construed to include the heirs,  executors, administrators, successors, assigns or legal representatives of  the Lessor; and the word “Lessee” shall include the heirs, executors,  administrators, successors, assigns or legal representatives of the Lessee  and the words Lessor and Lessee shall include single and plural, individual  or corporation, subject always to the restrictions herein contained, as to  subletting or assignment of this lease. |
|                     |   | IN  WITNESS WHEREOF, the said parties aforesaid have duly executed the foregoing  instrument or caused the same to be executed the day and year first above  written.                                                                                                                                                                                                                                                                                                                                                                       |

 
| Lessee: | ST. LOUIS MUSIC, INC., | Lessor:                | THE EUGENE M. KORNBLUM  TRUST              |
|---------|------------------------|------------------------|--------------------------------------------|
|    | A Missouri corporation |                   | AGREEMENT DATED JULY  18, 1997             |
|    |                   |                   |                                       |
|    |                   |                   | By:                                        | /s/ Eugene M. Kornblum |   |
|    | By:                    | /s/ Eugene M. Kornblum |                                       |   |   |   | Eugene M. Kornblum,  Trustee |
|    |                   | Its President          |                                       |   |
|    |                   |                   | THE HELEN H. KORNBLUM  TRUST               |
|    | ATTEST:                |                   | AGREEMENT DATED JULY  11, 1997             |
|    |                   |                   |                                       |
|    |                   |                   | By:                                        | /s/ Helen H. Kornblum  Trustee |   |
|    | By:                    | /s/ Donald J. Collins  |                                       |   |   |   | Helen H. Kornblum,  Trustee |
|    |                   | Its Secretary          |                                       |   |
|    |                   |                   | THE CAROLE A. SIMON  REVOCABLE TRUST U/T/A |
|    |                   |                   | DATED NOVEMBER 27, 1991                    |
|    |                   |                   |                                       |
|    |                   |                   | By:                                        | /s/ Robert S. Simon |   |
|    |                   |                   |                                       |   | Robert S. Simon,  Trustee |
|    |                   |                   |                                       |
|    |                   |                   | By:                                        | /s/ Carole A. Simon, |   |
|    |                   |                   |                                       |   | Carole A. Simon, Trustee |
|         |                        |                        |                                            |  |  |  |  |  |  |

 

----

 
| *State of Missouri,  of* | )

)       *ss.*

) | On this 20 day of December, 2001, |
|--------------------------|----------------------------------------------|-----------------------------------|

 

before me personallyappeared Eugene M. Kornblum, Trustee of THE EUGENE M. KORNBLUM TRUST AGREEMENTDATED JULY 18, 1997, and Helen H. Kornblum, Trustee of THE HELEN H. KORNBLUMTRUST AGREEMENT DATED JULY 11, 1997, to me known to be the persons described inand who executed the foregoing instrument, and acknowledged that they, executedthe same as their free act and deed, in their capacity as Trustees of theirrespective Trusts.

 

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed myofficial seal inthe                     and State aforesaid, the day and year first above written.

 
|             |            | /s/ Andrew Clones |
|------------------|-----------------|-------------------|
|             | Notary  Public. |
| My terms expires |            |
|                  |                 |                   |  |  |

 

ANDREW CLONESNOTARY PUBLIC STATE OFMISSOURIST. LOUIS COUNTYMY COMMISSION EXP. MAR 23, 2008

 
| *State of Missouri,  of* | )

)       *ss.*

) | On  this 20 day of December, 2001, |
|--------------------------|----------------------------------------------|------------------------------------|

 

before me appeared EugeneM. Kornblum to me personally known, who, being by me duly sworn, did say thathe is the President of ST. LOUIS MUSIC, INC., a Corporation of the State ofMissouri, and that the seal affixed to the foregoing instrument is thecorporate seal of said corporation, and that said instrument was signed andsealed in behalf of said corporation, by authority of its Board of Directors;and said President acknowledged sold instrument to be the free act and deed ofsaid corporation.

 

IN TESTIMONY WHEREOF, I have hereinto set my hand and affixed myofficial seal inthe                     and State aforesaid, the day and year first above written.

 
|             |            | /s/ Andrew Clones |
|------------------|-----------------|-------------------|
|             | Notary  Public. |
| My terms expires |            |
|                  |                 |                   |  |  |

 

ANDREW CLONESNOTARY PUBLIC STATE OF MISSOURIST. LOUIS COUNTYMY COMMISSION EXP.MAR 23,2008

 
| *State of Missouri,  of* | )

)       *ss.*

) | On  this 20 day of December, 2001, |
|--------------------------|----------------------------------------------|------------------------------------|

 

before me personallyappeared Carol A. Simon and Robert S. Simon, Trustees of THE CAROLE A. SIMONREVOCABLE TRUST U/T/A dated November 27, 1991 to me known to be the personsdescribed in and who executed the foregoing instrument, and acknowledged thatthey executed the same as their free act and deed, in their capacity asTrustees of the Trust.

 

IN TESTIMONY WHEREOF, I have hereinto set my hand and affixed myofficial seal inthe                     and State aforesaid, the day and year first above written.

 
|             |            | /s/ Andrew Clones |
|------------------|-----------------|-------------------|
|             | Notary  Public. |
| My terms expires |            |
|                  |                 |                   |  |  |

 

ANDREW CLONESNOTARY PUBLIC STATE OF MISSOURIST. LOUIS COUNTYMY COMMISSION EXP. MAR 23, 2008

 
| **LEASE**           |
|---------------------|
| ** **          |
| ** **          |
| ** **          |
| ** **          |
| **TO**              |
| ** **          |
| ** **          |
| ** **          |
| ** **          |
| Premises  No.  |   |
|                |
| Begins         |   |
|                |
| Ends           |   |
|                |
|                | $ | per month |
|                     |  |  |  |  |  |

 

----