EXHIBIT 10.5

                             Apologetic Productions
                                2312 Lorenzo Dr.
                          Los Angeles, California 90068

                                 January 1, 2003

Billy Dead, Inc.
2312 Lorenzo Dr.
Los Angeles, California 90068
Attention: Ms. Julie Lynn

Re:   Premises located at 2312 Lorenzo Dr.
      Los Angeles, California 90068 (the "Premises")

Ladies and Gentlemen:

Apologetic Productions hereby agrees to allow your concurrent use of the
Premises with us subject to, and in consideration of, the following terms and
conditions:

            1.    Term. Subject to the other terms contained herein, this
                  Agreement shall continue in effect from the date hereof until
                  terminated by either party in writing by giving thirty (30)
                  days notice thereof to the other party.

            2.    Payment Terms. Upon the consummation (the "Closing Date") of
                  the public offering of shares of Series A Preferred stock (the
                  "Preferred Stock") in Billy Dead Inc. (the Company), the
                  Company agrees to pay Apologetic Productions as soon as
                  feasible but not later than thirty (30) days following the
                  Closing Date the sum of $300 (three hundred dollars), which
                  amount shall allow the Company to remain on the Premises for
                  an additional three years following the Closing Date, in
                  accordance with the terms of this Agreement. If at any time
                  prior to the expiration of three years after the Closing Date
                  and if the Company has made payment of such $300, Apologetic
                  Productions notifies the Company of its intention to terminate
                  this Agreement, then Apologetic Productions shall reimburse
                  the Company of the pro rata portion of such $300 as determined
                  by the number of days elapsed during the three year period
                  following the Closing Date.

            3.    Scope of Use. Apologetic Productions agrees to allow the
                  Company to use any or all of the Premises for its business
                  activities as it deems reasonably necessary for the conduct of
                  its ordinary business. We agree that at any time prior to the
                  Closing Date, the Company may, at its own cost and expense,
                  employ up to four (4) employees at the Premises and ten (10)
                  employees thereafter. The Company will be responsible for and
                  shall promptly pay any disbursements or expenses (e.g.
                  telephone, overnight courier, photocopy, telefacsimile,
                  overtime, messenger) it accrues as a result of its use of the
                  Premises.

            4.    Premises; Consents. The parties acknowledge that Apologetic
                  Productions may relocate out of the Premises after the
                  expiration of the lease covering the Premises or


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                  at such time which Apologetic Productions deems necessary or
                  advisable. Apologetic Productions agrees to utilize its best
                  efforts to negotiate terms and conditions on any subsequent
                  lease or other document governing premises which Apologetic
                  Productions would occupy that would allow an agreement
                  substantially similar to this Agreement to exist. Apologetic
                  Productions agrees to utilize its commercially reasonable
                  efforts to obtain any consents and/or waivers required as a
                  result of its execution of this Agreement or on any subsequent
                  premises it may occupy.

            5.    Miscellaneous. This Agreement may not be assigned without the
                  written consent of the other party. This Agreement represents
                  the entire agreement among the parties and supercedes all
                  prior agreements (written or oral), negotiations or
                  understandings among the parties with respect to the subject
                  matter hereof. No provision of this Agreement may be amended
                  or waived unless in writing by the parties hereto and no
                  amendment or waiver entered into shall be deemed to be an
                  amendment or waiver of any other provision of this Agreement.
                  This agreement may only be modified or amended by unanimous
                  consent of the Company's Board of Directors in an express
                  written agreement signed by all members of the Board. This
                  Agreement shall be governed by the laws of the State of
                  California (without regard to its conflict of law provisions),
                  as applied to agreements executed within such State. The
                  parties hereby consent to the jurisdiction of the courts of
                  the State of California, located in Los Angeles, California.

      By your signature below, you hereby agree to the terms and conditions
      contained herein.

                                   Sincerely,

                                   Apologetic Productions


                                   By:  /s/  JULIE LYNN
                                      -----------------------------
                                        (Julie Lynn)
                                        Owner

      Agreed:

      Billy Dead, Inc.


      By:  /s/  CHARLES F. RYAN III
      -----------------------------
         (Charles F. Ryan III)
         President and Chief Executive Officer