Exhibit 10.1

Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks ("*****"), and the omitted text has
been filed separately with the Securities and Exchange Commission.

                               SUBLEASE AGREEMENT

                                     BETWEEN

                       PLAYBOY ENTERTAINMENT GROUP, INC.,
                             a Delaware corporation,

                                  AS LANDLORD,

                                       AND

                           BROADCAST FACILITIES, INC.,
                             a Delaware corporation

                                   AS TENANT,

                                       FOR

                               PREMISES LOCATED AT

                  3030 Andrita Street, Los Angeles, California

                              DATED: April 1, 2008

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                               SUBLEASE AGREEMENT

      This Sublease  Agreement  (this "Lease") is dated as of April 1, 2008 (the
"Effective  Date"), and is by and between PLAYBOY  ENTERTAINMENT  GROUP, INC., a
Delaware corporation  ("Landlord"),  and BROADCAST FACILITIES,  INC., a Delaware
corporation ("Tenant").

                              W I T N E S S E T H:

      WHEREAS,  Kingston Andrita LLC, a Delaware limited liability  company,  as
landlord ("KA LLC") and Landlord, as tenant, entered into that certain Agreement
of Lease, dated as of September 20, 2001 (as amended,  modified and supplemented
as further  described  on Exhibit A attached  hereto,  the "Master  Lease") with
respect to certain  Premises  (as defined in the Master  Lease)  located at 3030
Andrita Street, Los Angeles, California;

      WHEREAS,  KA LLC  assigned  its  interest  in the Master  Lease to OLP Los
Angeles,  Inc.,  a  California  corporation,  and Andrita GERP LLC, a California
limited  liability  company,   as   tenants-in-common   (collectively,   "Master
Landlord");

      WHEREAS,  Landlord  sublet a portion  of the  Premises  to SITV,  INC.,  a
Delaware corporation ("SITV"), pursuant to that certain Sublease, dated July 15,
2005 (as amended,  modified and  supplemented as further  described on Exhibit A
attached hereto, the "SITV Sublease");

      WHEREAS,  Tenant is purchasing  from Landlord and its  affiliates  certain
assets  and  assuming  certain  liabilities  constituting  the  Andrita  Studios
business (the  "Business")  pursuant to the terms of that certain Asset Purchase
Agreement,  dated as of the  Effective  Date,  by and  among  Tenant,  as buyer,
Landlord and Andrita Studios,  Inc., a Delaware  corporation,  collectively,  as
Seller, and Playboy Enterprises, Inc. (the "Purchase Agreement");

      WHEREAS,  pursuant  to the  Purchase  Agreement,  Landlord  and Tenant are
entering into that certain  Services and Facilities  Agreement,  effective as of
the Effective Date,  pursuant to which Tenant is providing  certain  services to
Landlord (the "Service Contract"); and

      WHEREAS, in connection with the sale of the Business,  Landlord desires to
sublease to Tenant and Tenant desires to sublease the Premises from Landlord for
the term, at the rent, and upon and subject to the covenants, agreements, terms,
conditions,  limitations,  expectations  and  reservations  herein contained and
further subject to the rights of SITV pursuant to the SITV Sublease.

      NOW, THEREFORE,  in consideration of mutual rights,  responsibilities  and
covenants  hereinafter  set forth and upon the terms,  covenants and  conditions
hereinafter set forth:

1.    DEFINED TERMS.

      Capitalized words not otherwise expressly defined herein (including in the
recitals hereto) shall have the meaning set forth in the Master Lease.

2.    PREMISES

      2.1  Identification of Premises.  Landlord for and in consideration of the
rents,  covenants and agreements  hereinafter reserved and contained on the part
of Tenant to be paid,  kept and  performed,  has

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demised and subleased,  and by these  presents,  does demise and sublease,  unto
Tenant and Tenant does hereby take and lease,  upon and subject to the covenants
and conditions  hereinafter  expressed  which Tenant agrees to keep and perform,
the Premises,  subject  further to those matters of record  affecting  title set
forth on Exhibit B attached hereto.

      2.2 Parking Facilities. Tenant shall be entitled to use all parking spaces
provided to Landlord  pursuant to the terms of the Master  Lease,  provided that
(i) Tenant, its employees, agents and invitees shall be subject to all terms and
conditions  set forth in the Master Lease and (ii) such parking shall be subject
to rules  and  regulations  imposed  by  Master  Landlord  from  time to time as
provided in the Master Lease.

3.    TERM

      3.1 Initial  Term.  The initial  term of this Lease shall  commence on the
Effective  Date and continue  through the date which is one (1) day prior to the
expiration or earlier  termination of the Master Lease (or until such term shall
sooner  cease and expire as  hereinafter  provided),  unless this Lease shall be
extended as hereinafter provided (the "Term").

      3.2  Conditions to  Effectiveness.  This Lease shall have no effect unless
and until (i) Master  Landlord  shall have given its written  consent  hereto in
accordance  with the  provisions  of the Master  Lease and (ii) the  Business is
acquired by Tenant in accordance  with the terms of the Purchase  Agreement.  If
Master Landlord  refuses to give its consent to this Lease,  this Lease shall be
null and void, and the parties shall have no further obligations hereunder.

4.    RENT

      4.1 During Term.  Tenant shall pay  directly to Master  Landlord,  without
demand and without any deduction or right of setoff except as expressly provided
herein, all Base Rent,  Impositions,  Additional Rent and any other sums due and
owing from Landlord to Master  Landlord  pursuant to the Master Lease during the
Term of this Lease including,  without limitation, any cost of insurance and any
other charges that Landlord is required to reimburse to Master Landlord pursuant
to the terms of the Master Lease  (collectively,  the "Lease Payments").  On the
date each Lease Payment is made by Tenant,  Tenant shall deliver  written notice
to Landlord  that such Lease  Payment  (and the amount  thereof)  has been paid,
together with the federal  reference number for the wire transfer.  All Rent (as
defined below) due and payable under this Lease shall be paid directly to Master
Landlord by wire transfer  pursuant to instructions  provided by Master Landlord
from time to time (or at such  other  place as  Master  Landlord  may  direct by
written  notice to Landlord  and Tenant) at least two (2) days prior to the date
that such Rent is due from Landlord to Master Landlord  pursuant to the terms of
the Master  Lease.  Notwithstanding  anything to the contrary  contained in this
Lease,  the Master  Landlord's  receipt  from  Tenant of any Lease  Payments  in
accordance  with  the  terms  of this  Lease  shall  fully  satisfy  any and all
obligations Tenant may have with respect to such Lease Payments under this Lease
or the Master Lease.  Notwithstanding  Tenant's agreement to make Lease Payments
directly to Master  Landlord,  Landlord  shall remain  liable for the payment of
Lease Payments pursuant to the terms and conditions of the Master Lease.  Tenant
acknowledges that unless a Direct Lease Event (as defined in Section 5.1(c)) has
occurred,  Master Landlord's  acceptance of any payment from Tenant as aforesaid
shall not be deemed to create any privity of contract or estate  between  Master
Landlord and Tenant under this Lease.

      4.2 Partial Months. If the Term of this Lease shall commence other than on
the first day of a month,  Rent for such month shall be prorated  for such month
as applicable.

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<PAGE>

      4.3 Rent Defined. "Rent", as used herein, shall mean Base Rent, Additional
Rent,  Impositions  and any other  sums due and owing  from  Tenant to  Landlord
pursuant to the terms of this Lease.

      4.4 No  Set-Off.  Tenant  covenants  to pay  without  notice or demand and
without deduction or set-off except as expressly  provided herein,  all Rent, at
the times and in the manner in this Lease provided.

      4.5 Net Lease.  It is the  intention  of Landlord and Tenant that the Rent
herein  specified  shall  be net to  Landlord  during  the  Term of this  Lease.
Accordingly except as otherwise expressly provided herein, all costs,  expenses,
and  obligations of every kind relating to the Premises  during the Term of this
Lease,  which may arise or become due from Landlord pursuant to the terms of the
Master Lease,  shall be paid by Tenant,  and Landlord  shall be  indemnified  by
Tenant  against  such  costs,  expenses  and  obligations  except  as  otherwise
expressly provided in this Lease.

      4.6 Acts of Invitees.  Any liability or costs  incurred by Landlord  under
the Master Lease as a result of the  negligence  or willful acts of Tenant,  its
employees, customers, guests, invitees and/or anyone else on the Premises at the
invitation of Tenant shall be Rent  hereunder and shall be  immediately  due and
payable to Landlord following demand therefor.

      4.7 Tenant's Taxes.  Tenant shall be responsible for and shall pay, before
delinquency,  all municipal,  county or state taxes assessed  during the Term of
this Lease against any leasehold  interest in this Lease or personal property of
any kind, owned by or placed in, upon or about the Premises by Tenant.

      4.8 Late Payment Charge and Interest.  If Tenant fails to make any payment
of Rent within five (5) days of the due date thereof and if Landlord  makes such
payment of Rent to the Master  Landlord,  then (i) Tenant shall,  in addition to
making such delinquent payment, pay to Landlord a late charge equal to five (5%)
percent of the late Rent payment which shall accrue and become  immediately  due
and payable to Landlord as Rent  hereunder  and (ii) such unpaid  amounts  shall
bear  interest  from the original due date thereof to the date of payment at the
rate per annum  provided in Article 5 of the Master Lease.  If Tenant has timely
made  payment to Master  Landlord  of any then due Lease  Payments,  in no event
shall Tenant be subject to any late payment fees or charges,  penalties,  or any
additional  premiums  of charges  whatsoever.  Notwithstanding  anything  to the
contrary  contained herein, any late fees and/or interest required to be paid by
Tenant  hereunder  with respect to any delinquent  payment  ("Tenant Late Fees")
shall be paid  directly to Landlord for the sole benefit of Landlord,  except to
the extent that Master Landlord is entitled to collect late fees and/or interest
pursuant to the terms and  conditions  of the Master  Lease with respect to such
delinquent payment, in which case Landlord shall pay to Master Landlord the late
fees  and/or  interest  due and payable to Master  Landlord,  but subject to the
terms and conditions of Section 4.1 hereof.

      4.9 Tenant's  Representation.  Tenant  represents and warrants to Landlord
that Tenant has the financial  resources to perform its  obligations  under this
Lease including, without limitation, the payment of Rent as contemplated herein.

5.    MASTER LEASE

      5.1 Subject to Master Lease.

            (a) Notwithstanding anything to the contrary contained herein, it is
         expressly understood and agreed by and between Landlord and Tenant that
         this  Lease is a  sublease  and

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<PAGE>

         is subject to the Master Lease, as supplemented by that certain Consent
         to Sublease Agreement dated of even date herewith (the "Master Landlord
         Consent") and, subject to the  non-disturbance  provisions set forth in
         the Master Landlord  Consent,  this Lease is subject to and subordinate
         to the Master Lease and all terms and  conditions  thereof as otherwise
         provided in the Master Lease and,  subject to Section 25, to all things
         to which the Master Lease is subject and subordinate.

            (b) If the  Master  Lease  expires or  terminates  for any reason in
         accordance  with the terms and  conditions  of the Master  Lease,  this
         Lease shall  automatically  terminate as between Landlord and Tenant on
         the date of the expiration or termination of the Master Lease. Upon any
         such expiration or termination of this Lease,  the parties hereto shall
         thereupon  be  relieved  of all  liability  and  obligation  hereunder,
         excepting  liabilities and obligations (i) which accrued or arose prior
         to the date of such  termination  or  expiration or (ii) relating to or
         arising from any breach hereof or any Event of Default  which  occurred
         prior to said date of expiration or termination.

            (c) If (i) Master  Landlord  has  elected,  at its sole  option,  to
         terminate the Master Lease following an Event of Default (as defined in
         the  Master  Lease) by  Landlord  (as  tenant)  thereunder  or (ii) the
         interest of Landlord under this Lease is transferred (or surrendered or
         terminated) to Master Landlord by reason of Landlord's Event of Default
         (as defined in the Master Lease) under the Master Lease or by reason of
         assignment  of the  Master  Lease (or any  similar  device)  in lieu of
         transfer (or surrender or termination)  following  Landlord's  Event of
         Default (as defined in the Master Lease) under the Master Lease,  then,
         so long as no Event of  Default  by Tenant  is  continuing  under  this
         Lease,  this Lease  shall  subject to the terms of the Master  Landlord
         Consent  continue in full force and effect as a direct sublease between
         Master  Landlord  and Tenant in  accordance  with the  Master  Landlord
         Consent (the items set forth in (i) and (ii) above being referred to as
         a "Direct Lease  Event").  Upon the occurrence of a Direct Lease Event,
         Landlord's  rights,  title  and  interest  under  this  Lease  shall be
         terminated.

      5.2 Compliance with Master Lease. Tenant acknowledges that Tenant has been
provided a copy of the Master  Lease and that  Tenant  has  reviewed  the Master
Lease and, subject to the terms of the Master Landlord  Consent,  accepts all of
the terms,  covenants,  provisions,  conditions and agreements  contained in the
Master  Lease,  all of which are made a part of this  Lease as though  fully set
forth herein. Tenant covenants and agrees that Tenant, its agents,  contractors,
sublessees,  licensees,  concessionaires  or invitees will not violate or breach
the terms,  covenants or conditions of the Master Lease, and Tenant, its agents,
contractors,  sublessees, licensees, concessionaires or invitees will not breach
such terms,  covenants, or conditions or cause a default thereunder or cause the
Master Lease to be terminated or forfeited.

      5.3 Tenant's  Obligations under Master Lease. Except as expressly provided
otherwise in this Lease and the Master Landlord Consent, (i) Tenant specifically
agrees to comply with and fully perform all of the  requirements and obligations
of Landlord  (as  tenant)  under the Master  Lease and (ii)  Tenant  assumes and
agrees to keep, observe and perform all of the agreements, conditions, covenants
and terms of the Master  Lease on the part of  Landlord  (as tenant) to be kept,
observed and performed  and shall be and become  liable for the  non-performance
thereof occurring on and after the Effective Date with respect to any portion of
the Premises or to Tenant's tenancy under this Lease.

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<PAGE>

      5.4 Rights of Landlord  Under  Master  Lease.  Landlord  hereby  grants to
Tenant the right to enforce the Landlord's rights under the Master Lease and the
Master Landlord's  obligations under the Master Lease, except for (i) Landlord's
right  to  exercise  any  termination  option  under  the  Master  Lease or (ii)
Landlord's  rights  under  Article 15 or Article  36 of the  Master  Lease,  and
provided  that  Tenant  shall  have no right to  extend or renew the term of the
Master Lease without the prior written consent of Landlord, which may be granted
or withheld in the sole discretion of Landlord.

      5.5 Modification of Master Lease. This Lease shall also be subject to, and
Tenant  accepts this Lease subject to, any  amendments  and  supplements  to the
Master Lease made  subsequent to this Lease;  provided,  however,  that Landlord
shall  obtain  the  prior  written  consent  of Tenant  (not to be  unreasonably
withheld,  conditioned or delayed) in the case of any amendment or supplement to
the Master Lease.

      5.6 Notices  Under Master Lease.  Landlord  agrees to promptly give Tenant
copies of (i) all default  notices  received  from Master  Landlord and (ii) any
other notices  received from Master  Landlord which relate to matters which have
an affect on Tenant's rights or obligations under this Lease.

      5.7 Performance of  Obligations  by Master  Landlord.  With respect to all
obligations,  agreements  and  services to be  performed  or furnished by Master
Landlord,  Tenant shall look solely to the Master  Landlord for the  performance
thereof,  and no  failure  on the part of the Master  Landlord  to perform  such
obligations, agreements or services shall constitute a breach of the obligations
of Landlord  under this Lease.  Subject to the terms and  conditions  of Section
5.4,  Landlord  expressly grants to Tenant all of Landlord's rights and remedies
under the Master Lease to enforce,  at Tenant's  sole cost and expense,  against
Master  Landlord  the full  compliance  by Master  Landlord  of its  obligations
thereunder except as otherwise expressly provided herein.

      5.8 Subordination,  Non-Disturbance  and  Attornment  Agreement.  At   the
request   of  Master   Landlord,   Tenant   shall   execute   a   subordination,
non-disturbance and attornment agreement ("SNDA") in favor of Master Landlord or
its lenders or ground lessor,  as applicable,  subject to and in accordance with
the terms of the Master Lease and Article 25 below.

      5.9 Right  to  Direct  Lease.  In the  event  Master  Landlord  agrees  to
terminate the Guaranty  securing  Landlord's  obligations under the Master Lease
provided by Playboy  Enterprises,  Inc. (the "Master Lease Guaranty"),  Landlord
agrees to (i) use  commercially  reasonable  efforts to cooperate with Tenant in
obtaining Master Landlord's consent to an assignment of the Master Lease to, and
assumption  of the Master Lease by,  Tenant and (ii) assign to Tenant all of its
right,  title and interest  under the Master Lease  promptly upon obtaining such
Master Landlord consent;  provided,  however, that in the event Landlord retains
the right to occupy a portion of the Premises  pursuant to the Service  Contract
and Section  11(a)  below,  Landlord  and Tenant  shall enter into such  further
sublease  arrangements in form and substance  reasonably  satisfactory to Master
Landlord,  Landlord  and Tenant as may be  necessary  to preserve  such right of
occupancy on the same terms as set forth in Section 11(a) hereof and the Service
Contract.  Upon any assignment and assumption as set forth above,  provided that
no Event of Default by Tenant has occurred  and is  continuing  hereunder,  this
Lease shall terminate.

6.    COMPLIANCE WITH LAWS

      Tenant agrees,  at its own cost and expense,  to keep the Premises in such
order and condition as shall conform to all the orders, rules and regulations of
all  municipal,   state  and  federal  departments,   boards,   commissions  and
governmental agencies now existing or hereafter created in all material respects
and, at its own cost and  expense,  promptly  execute and comply in all material
respects  with all laws,

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rules,  ordinances  and  regulations,  now in force or hereafter  enacted  which
affect the Premises in  accordance  with the terms of Section 13.1 of the Master
Lease.  Tenant further agrees to comply, at Tenant's cost and expense,  with the
reasonable  recommendations and reasonable requirements of any insurance company
which insures or participates  in insuring the Premises  against loss by fire or
other casualty;  provided,  however,  that the foregoing  requirement shall only
apply with  respect to insurance  companies  providing  coverage  required to be
maintained  by Tenant  pursuant  to Article 8 hereof and shall be subject to the
general rights of contest set forth in Section 13.2 of the Master Lease.

7.    CONDITION OF PREMISES

      7.1 Acceptance by Tenant.  Tenant's  taking  possession of the Premises or
any  portion  thereof  shall be  conclusive  evidence  against  Tenant  that the
Premises  or such  portion  thereof,  as the case may be, were in good order and
satisfactory condition when Tenant took possession.  Tenant accepts the Premises
subject to the  existing  SITV  Sublease  which will be  assigned by Landlord to
Tenant  as of the  Effective  Date  pursuant  to an  Assignment  and  Assumption
Agreement in the form attached hereto as Exhibit C.

      7.2 "As Is" Condition.  No promise of Landlord to alter, remove,  improve,
redecorate  or clean the  Premises or any part  thereof,  and no  representation
respecting the condition of the Premises or any part thereof,  have been made by
Landlord to Tenant,  unless the same is expressly  stated  herein or made a part
hereof, and Tenant agrees that acceptance of possession of the Premises shall be
in an "as is, where is" condition  for all purposes of this Lease.  Landlord has
neither made nor does hereby make any representations or warranties,  express or
implied,  with respect to the fitness of the Premises for any  particular use or
with  respect  to zoning  or any  licenses,  permits,  certificates  or  similar
governmental  approvals  required  for  Tenant's use of the Premises as provided
herein.

8.    INSURANCE

      8.1 Master  Lease  Requirements.  During the  entire  Term of this  Lease,
Tenant  shall,  at Tenant's  sole cost and  expense,  maintain in full force and
effect any and all  insurance  policies that Landlord is required at any time or
from time to time to obtain as tenant  under the Master  Lease  pursuant  to the
terms and conditions of the Master Lease including, without limitation,  Section
6.1 (b)  through  (g)  thereof.  To the extent  that  Landlord  is  required  to
reimburse Master Landlord for any insurance obtained by Master Landlord pursuant
to the terms of the Master  Lease,  such charges shall be deemed Rent owing from
Tenant to Landlord (and paid to Master Landlord) hereunder.

      8.2 Additional Insurance Coverages.  During the entire Term of this Lease,
Tenant  shall,  at Tenant's  sole cost and  expense,  maintain in full force and
effect each of the following types of insurance policies:

            (a) in the event Tenant  vacates and leaves the Premises  unoccupied
by its employees or those of an approved  subtenant,  Tenant shall also pay for,
any incremental costs for premiums for such insurance during any period that the
Building  remains  unoccupied (it being  understood and agreed by Tenant that if
the Premises remain vacant or abandoned by Tenant for an extended period of time
that Landlord or Master  Landlord may require or be obligated to obtain  special
coverages insuring a vacant building); and

            (b) any other commercially reasonable types of insurance coverage in
such  commercially   reasonable  amounts  covering  the  Premises  and  Tenant's
operations therein, as may be reasonably required by Landlord or Master Landlord
from time to time.

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      8.3 Companies;  Forms.  All policies of  insurance  shall be kept in  full
force  and  effect  continuously  throughout  the Term of this  Lease,  shall be
written  and  issued by  companies  authorized  to do  business  in the State of
California, and shall be in form and substance reasonably acceptable to Landlord
and, to the extent  applicable,  Master  Landlord and otherwise be in compliance
with all of the requirements set forth in Article 6 of the Master Lease.

      8.4 Persons and  Interests  Insured.  Tenant shall cause  Landlord and its
respective  agents or such  other  persons as  Landlord  shall from time to time
require (including  Landlord's lenders,  Master Landlord,  and Master Landlord's
lenders),  to be additional  insureds,  as their interests may appear, under the
policy or  policies  carried  by Tenant  under  this  Section 8 (except  for any
workers' compensation  insurance required under Section 6.1(d) and 6.1(e)(ii) of
the Master Lease) with a special  endorsement,  if  necessary,  to insure Master
Landlord and  Landlord  that any acts of Tenant (or anyone for whose acts Tenant
is responsible or liable, including its employees, agents, officers or invitees)
shall not invalidate or preclude coverage for Master Landlord and Landlord.

      8.5 Cancellation  Notices.  All policies of  insurance  carried by  Tenant
shall contain  provisions  that the same shall not be canceled,  terminated,  or
changed  without  at least  thirty  (30) days  prior  written  notice to Tenant,
Landlord, Master Landlord and their respective agents.

      8.6 Evidence of Insurance. Standard certificates of all insurance policies
required to be carried by Tenant  shall be  deposited  with  Landlord and Master
Landlord upon the execution of this Lease.  Standard  certificates of renewal of
all  policies  of  insurance  or any  additional  insurance  required  by Master
Landlord or Landlord pursuant to the terms of this Lease shall be deposited with
Landlord as soon as practicable  but in no event less than two (2) business days
prior  to the  date on which  such  certificates  must be  delivered  to  Master
Landlord pursuant to the terms of the Master Lease.

9.    WAIVER OF SUBROGATION RIGHTS

      Whenever (a) any loss,  cost,  damage or expense  resulting  from fire, or
other  cause is  incurred  by  either  of the  parties  to this  Lease or anyone
claiming by, through or under it in connection  with the Premises,  and (b) such
party is then either  covered in whole or in part by  insurance  with respect to
such  loss,  cost,  damage or  expense,  or  required  under this Lease to be so
insured,  then the party so insured (or so required)  hereby  releases the other
party  from any  liability  said  other  party may have on account of such loss,
cost,  damage or expense to the extent of any amount recovered by reason of such
insurance (or which could have been recovered,  had insurance been carried as so
required  under this  Lease) and waives  any right of  subrogation  which  might
otherwise  exist in or accrue to any person on account  thereof,  provided  that
such release of liability  and waiver of the right of  subrogation  shall not be
operative in any case where the effect  thereof is to invalidate  such insurance
coverage or increase  the cost thereof  (provided  that in the case of increased
cost the other party  shall have the right,  within  thirty (30) days  following
written  notice,  to pay such increased cost thereupon  keeping such release and
waiver in full force and effect).

10.   UTILITIES

      Tenant  agrees  to pay or  cause  to be paid all  charges  for gas,  water
(including  user charges  imposed by any law,  ordinance or  regulation  for the
treatment  and  disposal  of  sewage,  industrial  wastes  and  other  wastes in
connection with Tenant's use of the Premises) electricity, light, heat or power,
telephone  or other  communication  service  (including  security  or fire alarm
services) and other utilities  used,  rendered or supplied upon or in connection
with  the  Premises  throughout  the  Term of  this  Lease,

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including,  without  limitation,  any  charges  due under the Master  Lease from
Landlord as the tenant thereunder, if any.

11.   RIGHTS RESERVED TO LANDLORD

      Landlord shall have the following  rights,  exercisable  without notice to
and without  effecting an eviction or  disturbance of Tenant's use or possession
or giving rise to any claim for set-offs, or abatement of Rent:

            (a) during the term of the Service Contract, (i) unrestricted access
to the Andrita Radio Studio (as defined in the Service Contract),  the Dedicated
Office Facilities (as defined in the Service Contract), the edit bays to be used
in  connection  with the  services to be  provided  by Tenant  under the Service
Contract  (except as  otherwise  provided in (ii) below) and the common areas of
the  Premises  at all  times  in  connection  with  Landlord's  business  at the
Premises,  and (ii) escorted access,  upon reasonable prior notice to Tenant, to
the shared space technology areas,  including without  limitation,  Room 192 and
related information technology  infrastructure  components and any location that
hosts equipment supporting  technology and operations of Landlord's  information
technology for the purposes of repairing, upgrading,  maintaining and performing
similar actions with respect to Landlord's information technology infrastructure
at the Premises;

            (b) escorted  access  to the  Premises  at all times  during  normal
business  hours upon  reasonable  prior  notice for purposes of  inspecting  the
Premises to ensure Tenant's  compliance  with its obligations  under this Lease;
and

            (c) subject  to the  terms of  Section  20.7  below,  at any time or
times,  escorted  access to the  Premises  to make  repairs to or  maintain  the
Premises to the extent that Tenant fails to timely perform its obligations under
this  Lease,  and to perform  any acts  related  to the  safety,  protection  or
preservation  thereof,  provided that  Landlord  provides  reasonable  notice to
Tenant  of the same and the  Landlord  shall  cause as little  inconvenience  or
annoyance to Tenant as is reasonably necessary in the circumstances.

Upon any such entry, Landlord shall not unreasonably interfere with the business
operations of Tenant on the Premises.  If Tenant shall not be personally present
to open and  permit  any  entry  into said  Premises,  at any time when an entry
therein for emergency purposes is necessary, Landlord or Landlord's agent(s) may
enter same by a master key or  keycard,  or may  forcibly  enter  same,  without
rendering Landlord or such agents liable therefor,  and without,  in any manner,
affecting the obligations, responsibility or liability whatsoever, for the care,
maintenance or repair of the Premises,  except as otherwise herein  specifically
provided and except as to any damage,  injury or loss  resulting  from the gross
negligence or willful misconduct of Landlord upon such entry.

12.   REPAIRS AND MAINTENANCE

      Tenant shall, at Tenant's sole cost and expense, promptly make all repairs
and  replacements  and perform all maintenance  required to be made or performed
under the Master Lease by Landlord as the tenant thereunder pursuant to Sections
11.1(b) and 11.2 of the Master  Lease.  Landlord  shall not be obligated to make
repairs,  replacements,  or improvements  of any kind upon the Premises  whether
such  repairs,  replacements,  or  improvements  to the Premises are interior or
exterior,  structural or nonstructural,  ordinary or extraordinary,  foreseen or
unforeseen.  In  addition  to the  foregoing,  Tenant  shall  keep the  Premises
equipped with all safety appliances required because of Tenant's specific use of
the  Premises.  All such  repairs  or  maintenance  made or caused to be made by
Tenant shall be of equal or higher  quality and class as the  original  work and
shall be made in  compliance  with the  Requirements.  Tenant  hereby

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<PAGE>

waives all rights it would otherwise have under  California  Civil Code Sections
1932(1) and 1942(a), or any successor statutes, to deduct repair costs from Rent
or  terminate  this Lease as a result of any  failure by Landlord to perform its
maintenance or repair obligations, if any.

13.   ALTERATIONS BY TENANT

      13.1 Consent  Required.  Tenant's  right  to  make  changes,  alterations,
improvements  or additions  or attach any signs to the  Premises  (collectively,
"Tenant  Additions")  shall be subject to and in  accordance  with the terms set
forth for  "Alterations" in Article 12 of the Master Lease.  With respect to any
Tenant  Additions  which would require the consent of Master  Landlord under the
Master Lease,  Tenant shall not make any such Tenant Additions without:  (i) the
prior written  consent of Master  Landlord and (ii) the prior written consent of
Landlord,  not to be unreasonably  withheld or delayed.  If Landlord consents to
any Tenant Additions requiring such consent, before commencement of such work or
delivery of any materials  onto any part of the  Premises,  Tenant shall furnish
Landlord  with plans and  specifications  and permits  necessary for such Tenant
Additions, all in form and substance reasonably satisfactory to Landlord.

      13.2 Tenant's  Indemnification;  Contractor's Insurance.  Tenant agrees to
defend,  hold  harmless  and  indemnify  Landlord  from and  against any and all
liabilities,  costs and expenses of every kind and description  (including,  but
not limited to, reasonable  attorneys' fees and costs) which may arise out of or
be connected in any way with any Tenant  Additions  performed by or on behalf of
Tenant.  Tenant shall furnish  Landlord with standard  certificates of insurance
from all contractors performing labor or furnishing materials in connection with
any Tenant Additions, insuring Landlord and Master Landlord, against any and all
liabilities  which may arise out of or be  connected in any way with such Tenant
Additions.

      13.3 Approved Contractors;  Payments;  Lien Waivers. The work necessary to
make such Tenant  Additions shall be done at Tenant's  expense by contractors as
reasonably  approved  by  Landlord.   Tenant  shall  promptly  pay  to  Tenant's
contractors  when due, the cost of all such work.  Upon the  Landlord's  request
following the completion of any Tenant Additions,  Tenant shall furnish Landlord
with copies of contractors'  and  subcontractors'  affidavits and full and final
waivers of lien and receipted  bills  covering all labor and materials  expended
and used therein or therefor, all in form and substance reasonably  satisfactory
to Landlord.

      13.4 Compliance  With   Legal  and  Insurance  Requirements.   All  Tenant
Additions  shall  comply  with  all  insurance  requirements  applicable  to the
Premises,  and with all Requirements of all governmental bodies,  departments or
agencies  having  jurisdiction  over the  Premises  and/or the  underlying  real
property.  Tenant  shall  permit  Landlord  to review and  observe  construction
operations in connection with any Tenant  Additions,  if Landlord requests to do
so, provided that Landlord shall have no duty to so review or observe.

      13.5 Subject to Master Lease.  Tenant's  right to construct or install any
Tenant  Additions  as set  forth in this  Section  shall be  subject  to  Tenant
complying with all terms, conditions and requirements set forth in Article 12 of
the Master Lease as to any proposed Alteration.

14.   RETURN OF PREMISES

      14.1 Tenant's  Obligations.  At the  termination of this Lease by lapse of
time or otherwise:

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<PAGE>

            (a) Tenant shall  return the  Premises in as good  condition as when
Tenant took possession  except for ordinary wear, any damage caused by Landlord,
its agents, employees or invitees and as otherwise provided in this Lease;

            (b) Subject to the terms of the Master  Lease,  Tenant  shall remove
any and all fixtures,  equipment and personal  property  belonging to Tenant and
signs  installed on the Premises by Tenant during the Term of this Lease (to the
extent required under the Master Lease);

            (c) Upon  surrender  or  termination  of this  Lease,  Tenant  shall
restore  to  Landlord  any and all  keys and  keycards  to the  Premises  either
furnished to, or otherwise  procured by Tenant.  In the event of the loss of any
keys so furnished by Landlord, Tenant shall pay to Landlord the cost thereof, as
well as any other costs associated with the loss of said keys or keycards; and

            (d) Subject to the terms of the Master Lease,  all Tenant  Additions
in or upon the  Premises,  except  movable  furniture,  fixtures  and  equipment
belonging  to  Tenant,  whether  placed  there by Tenant or  Landlord,  shall be
Landlord's   property   and  shall  remain  upon  the   Premises,   all  without
compensation, allowance or credit to Tenant; provided, however, that if prior to
such termination or within ten (10) business days thereafter Landlord so directs
by written notice,  Tenant shall promptly,  at Tenant's cost,  remove the Tenant
Additions  placed in or upon the Premises by Tenant and designated in the notice
and shall repair any damage caused by such removal,  failing which  Landlord may
remove the same and Tenant shall, upon demand,  pay to Landlord the cost of such
removal and of any necessary restoration of the Premises.

      14.2  Waiver.  Tenant  waives  the  provisions  of  California  Civil Code
Sections  1932(2) and  1933(4)  (and all similar or  successor  statutes)  which
relate to the  termination  of leases when the thing  leased is  destroyed,  and
agrees that such event shall be governed by the terms of this Lease.

      14.3 Failure to Remove Trade  Fixtures  and Personal  Property.  All trade
fixtures,  equipment and personal  property  belonging to Tenant and not removed
from the  Premises  prior to the  termination  of this Lease and not required by
Landlord or Master  Landlord to have been  removed as provided  herein or in the
Master  Lease,  respectively,  shall  be  conclusively  presumed  to  have  been
abandoned by Tenant and title thereto shall pass to Landlord under this Lease.

15.   TENANT'S USE OF PREMISES

      15.1 Uses  Permitted.  Tenant shall use and occupy  Premises  only for the
uses permitted pursuant to the Master Lease.

      15.2 Rules and  Regulations.  Tenant  agrees to comply  with all rules and
regulations  that Master  Landlord may hereafter  from time to time make for the
Premises  pursuant  to Master  Landlord's  rights  under the terms of the Master
Lease.

16.   ENVIRONMENTAL COMPLIANCE AND INDEMNITY

      16.1 Compliance With Legal  Requirements.  During the entire  Term of this
Lease,  Tenant shall comply with all Laws now or at any time hereafter in effect
which regulate, relate to or impose liability or standards of conduct concerning
any  Hazardous  Materials  (as defined in Section  20.4(d) of the Master  Lease)
which  affect  Tenant's  use of the  Premises,  and Tenant  shall not permit the
Premises to contain,  be used to store or otherwise used to handle any Hazardous
Materials  except in accordance with the terms and conditions of Section 20.4(a)
of the Master Lease. As of the Effective Date,  Landlord

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<PAGE>

represents  that, there is not and, to its Knowledge (as defined in the Purchase
Agreement),  has not been any Hazardous  Materials  (including toxic mold) used,
generated,  treated,  stored,  transported,  disposed  of,  handled or otherwise
existing on, under, about or emanating from the Premises,  except for quantities
of any Hazardous  Materials  stored or otherwise held in, on, under or about the
Premises  in  compliance  with all Laws (as  defined in  Section  20.4(e) of the
Master Lease) in all material respects.

      16.2 Disposals or Releases of Hazardous  Materials.  If any  environmental
test,  inspection  or  evaluation  completed by or in  connection  with Tenant's
business  or Tenant's  occupancy  or use of the  Premises  discloses a disposal,
release,  threatened  release or the presence of Hazardous  Materials  on, over,
under,  from or  affecting  the Premises in violation of any Laws which has been
caused or permitted by, attributed or related to or otherwise arising out of the
use or occupancy of the  Premises by Tenant or by anyone  acting by,  through or
under Tenant, including,  without limitation, any of Tenant's agents, employees,
invitees, licensees,  subtenants or assignees that requires cleanup or any other
remedial  action,  Tenant shall, at Tenant's sole cost and expense,  immediately
cause such  cleanup or any such  remedial  action to be  completed to the extent
necessary to return the Premises to its prior state and in  accordance  with and
to the extent  required by all applicable  Laws and any orders and directives of
any applicable  government  authorities.  Notwithstanding the foregoing,  Tenant
shall not be responsible for the presence of Hazardous Materials in or about the
Premises which result from the underground  migration of Hazardous  Materials to
the Premises from other sites which is not caused, contributed to or exacerbated
by Tenant or by anyone acting by, through or under Tenant.

      16.3 Remedial  Work.  Should a release of any Hazardous  Materials onto or
from the Premises occur as a result of any intentional or  unintentional  act or
omission on the part of Tenant or any other  person,  Tenant  shall  immediately
notify  Landlord  thereof  and, if such release is due to any act or omission of
Tenant or of anyone  acting by,  through or under  Tenant,  as soon as  possible
thereafter  Tenant  shall  conduct  and  complete  or cause to be  conducted  or
completed any and all action and remedial work  reasonably  required to clean up
and remove all such  Hazardous  Materials in  accordance  with and to the extent
required by and in accordance  with all applicable  Laws and Section  20.4(a) of
the Master Lease.

      16.4 Indemnification by Tenant. Tenant agrees to defend, hold harmless and
indemnify  Landlord,   Master  Landlord,  each  of  their  respective  officers,
directors,  agents and  employees,  and with  respect to each of the  foregoing,
their  respective  agents,  from and  against  all  Claims  (as  defined  below)
including, without limitation, reasonable attorneys' fees and other consultants'
and experts' fees,  investigation or laboratory fees, court costs and litigation
expenses and any cleanup,  remedial,  removal or restoration work),  arising out
of, or as a result of (a) the  presence,  use,  disposal,  release or threatened
release of any  Hazardous  Materials  on, over,  under,  from or  affecting  the
Premises,  or the land  caused or  permitted  by,  attributed  or  related to or
otherwise  arising out of the use and  occupancy of the Premises by Tenant or by
anyone acting by, through or under Tenant,  including without  limitation any of
Tenant's employees,  agents, invitees,  licensees,  subtenants or assignees; (b)
the  underground  migration  of Hazardous  Materials  to the Premises  after the
Effective Date from other sites,  which is caused by or attributed or related to
Tenant or by anyone acting by, through or under Tenant;  (c) any violation of or
failure to comply  with any Laws or any orders,  requirements  or demands of any
applicable governmental authorities which are related to any such presence, use,
disposal,  release or threatened  release of any Hazardous  Materials  caused or
permitted by, or related to or otherwise arising out of the use and occupancy of
the Premises by Tenant or by anyone acting by,  through or under Tenant;  or (d)
Tenant's failure to comply with any of the requirements of this Section 16.4.

      16.5 Indemnification  by  Landlord.   Landlord  agrees  to   defend,  hold
harmless and indemnify Tenant, its officers,  directors,  agents, employees, and
their respective agents, from and against all Claims

                                       11

<PAGE>

including, without limitation, reasonable attorneys' fees and other consultants'
and experts' fees,  investigation or laboratory fees, court costs and litigation
expenses and any cleanup,  remedial,  removal or restoration work),  arising out
of, or as a result of (a) the  presence,  use,  disposal,  release or threatened
release of any  Hazardous  Materials  on, over,  under,  from or  affecting  the
Premises,  or the land  caused or  permitted  by,  attributed  or  related to or
otherwise  arising out of the use and  occupancy  of the Premises by Landlord or
anyone acting by, through or under Landlord  (other than Tenant or anyone acting
by, through or under  Tenant),  including  without  limitation any of Landlord's
employees,  agents,  invitees,  licensees,  or  assignees;  (b) the  underground
migration of Hazardous  Materials  to the  Premises  from other sites,  which is
caused by or attributed  or related to Landlord or by anyone acting by,  through
or under  Landlord  (other  than  Tenant or anyone  acting by,  through or under
Tenant);  or (c) any  violation  of or  failure  to comply  with any Laws or any
orders, requirements or demands of any applicable governmental authorities which
are related to any such presence,  use, disposal,  release or threatened release
of any  Hazardous  Materials  caused or permitted by, or related to or otherwise
arising out of the use and  occupancy  of the  Premises by Landlord or by anyone
acting by,  through or under  Landlord  (other than Tenant or anyone  acting by,
through or under Tenant), whether prior to the Effective Date or during the term
hereof. Additionally,  provided that Tenant does not disturb any asbestos at the
Premises, if any asbestos which is present at the Premises as of the date hereof
must be abated at any time  during the term hereof in order to comply with Laws,
Landlord shall, at its costs and expense (or, pursuant to Section 20.4(b) of the
Master Lease,  cause Master Landlord to, at Master  Landlord's cost and expense)
encapsulate or otherwise  abate the same to the extent  necessary to comply with
such Laws.

      16.6 Non-Exclusive.  No  part of the above and foregoing  agreements to be
kept and  performed  by  Tenant,  are  intended  to be a  substitute  for,  or a
limitation  upon, each and every other  agreement  contained in this Lease to be
kept and performed by Tenant.

17.   WAIVER OF CLAIMS AND INDEMNITY

      17.1 Tenant's Waiver. To the extent permitted by law, and except for those
items subject to the Landlord's  indemnification pursuant to Section 17.4 below,
Tenant  waives  and  releases  Landlord  and  Landlord's  officers,   directors,
contractors,  agents  and  employees  from all  claims  for  damage to person or
property sustained by Tenant relating to:

            (a) the  Premises  or any part  thereof,  becoming  out of repair or
maintenance by Tenant or Master Landlord; or

            (b)  subject to the terms of  Section 9 above,  any  accident  in or
about the Premises  unless due to the  negligence  or willful  misconduct of the
Landlord  or  the  Landlord's  officers,  directors,   contractors,  agents  and
employees.

All property situated on the Premises and belonging to Tenant,  its contractors,
agents or  employees  or  visitors  or any  occupant  of the  Premises  shall be
situated  there at the risk of Tenant or such other  person  only.  Unless  such
property  is the  property  of the  Landlord  (as  occupant  of a portion of the
Premises  pursuant to the Service  Contract),  Landlord  shall not be liable for
damage thereto or theft,  misappropriation or loss thereof. Nothing contained in
this Section 17 shall be deemed or construed as an  indemnification  of Landlord
by Tenant of the negligence, tortuous conduct, or willful misconduct of Landlord
or any of  Landlord's  agents,  employees  or invitees in  contravention  of the
provisions of any applicable California landlord and tenant laws.

      17.2  Limitation of Landlord's  Liability.  Landlord is not liable for any
injury or damage to any party  happening  on, in or about the  Premises  and its
appurtenances during the Term of this Lease, nor

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<PAGE>

for any injury or damage to the Premises or to any property  belonging to Tenant
or to any  other  party  that may be caused  by fire,  breakage,  or by the use,
misuse or abuse of any portion of the Premises  (including,  without limitation,
any of the common  areas  within the  Premises,  elevators,  hatches,  openings,
installations,  stairways or hallways), nor the streets or sidewalk areas within
the Premises, or which may arise from any other cause whatsoever during the Term
of this Lease,  unless caused by the Landlord's breach of the provisions of this
Lease or the Master Lease  (excluding any breach of the Master Lease caused by a
breach  of  Tenant  of its  obligations  hereunder),  the  negligence,  tortuous
conduct, or willful misconduct of Landlord, its agents or employees. In no event
shall Landlord be liable to Tenant for consequential damages.

      17.3 Indemnification by Tenant. Subject to Section 9 hereof, Tenant agrees
to defend, hold harmless,  and indemnify Landlord and Master Landlord (which for
the purposes of this  Section  17.3 shall  include  their  officers,  directors,
managers,  employees,  shareholders,  and  agents)  from and against all claims,
liabilities,  suits, obligations,  fines, damages, penalties, costs, charges and
expenses  including,  but not limited to,  reasonable  attorneys' fees and costs
(collectively,  "Claims")  for  injuries to persons and damage to, or the theft,
misappropriation  or loss of, property  arising from occurrences in or about the
Premises by reason of any of the following occurring during the Term hereof:

            (a) each item set forth Section 17.1 (a) through (c), (f) and (h) of
      the Master Lease,  to the extent arising from any act or failure to act by
      Tenant  or  its  officers,  agents,  contractors,   servants,   employees,
      licensees or invitees;

            (b) any accident,  injury  (including death) or damage to any Person
      or property  occurring in, on or about the Premises or any part thereof or
      in, on or about any street, alley sidewalk,  curb, passageway,  gutter, or
      space comprising a part thereof or adjacent thereto;

            (c) the negligence or willful  misconduct of Tenant,  its employees,
      agents, and invitees;

            (d) any failure on the part of Tenant to keep, observe,  comply with
      an perform any of the terms, covenants, agreements, provisions, conditions
      or  limitations  contained  in this  Lease,  the Master  Lease as required
      herein,  or any other  contracts and agreements  affecting the Premises or
      any part thereof, on Tenant's part to be kept, observed or performed;

provided, however that such indemnification shall not extend to Claims caused by
Landlord's  breach of the  provisions  of this Lease or the Master  Lease or the
negligence,  tortious  conduct,  or willful  misconduct  of  Landlord  or Master
Landlord, or their agents,  employees, or invitees; and further provided that in
no event shall Tenant be liable for any consequential damages.

      17.4 Indemnification  by Landlord.  Subject to Section 9 hereof,  Landlord
agrees to defend,  hold harmless and indemnify Tenant (which for the purposes of
this Section 17.4 shall include its officers,  directors,  managers,  employees,
shareholders,  and agents)  from and against all Claims for  personal  injury or
property  damage  arising  from  injuries to persons or damage to property in or
about the Premises  caused by a breach by  Landlord,  its  employees,  agents or
invitees  of any  covenant  or  condition  of this  Lease or by the  negligence,
tortious conduct,  or willful misconduct of Landlord,  its employees,  agents or
invitees;  provided, however, that in no event, shall Landlord be liable for any
consequential damages.

      17.5 Defense  of  Claims,  Etc.  If any Claim is made or  brought  against
Landlord or Master  Landlord by reason of any event  described  in Section  17.3
above,  or against  Tenant,  by reason of any event  described  in Section  17.4
above,  then, upon demand by the indemnified party, the indemnifying

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<PAGE>

party shall  resist,  defend or satisfy such claim,  action or proceeding in the
indemnified  party's name, if necessary,  by the attorneys for the  indemnifying
party's  insurance  carrier (if such claim,  action or  proceeding is covered by
insurance),  or by such other attorneys as the indemnified  party shall approve,
which approval shall not be  unreasonably  withheld or delayed.  Notwithstanding
the foregoing,  the indemnified  party may engage its own attorneys to defend it
or to assist in its defense and the indemnifying  party shall pay the reasonable
fees and disbursement of such attorneys of the indemnified party.

      17.6 Survival.  The   provisions  of this  Article  17 shall  survive  the
expiration or earlier termination of this Lease.

18.   DAMAGE BY FIRE OR OTHER CAUSE

      The  provisions  of Article 7 of the Master  Lease  shall be  incorporated
herein.  In the event of a  casualty,  Landlord  shall  have the same  rights to
terminate this Lease as are available to Tenant with respect to the Master Lease
pursuant to Article 7 thereof and Tenant shall have the same rights to terminate
this Lease as are available to Landlord,  as tenant,  with respect to the Master
Lease  pursuant to Article 7 thereof.  Except as provided in this Section 18, no
damage or  destruction  of the  Premises,  shall  entitle  Tenant  to  surrender
possession  of the Premises  and  terminate  this Lease,  nor shall there be any
suspension or abatement of Rent provided for pursuant to the terms of this Lease
as a result of such damage or  destruction  regardless of whether such damage or
destruction  shall have been caused by reason of the fault or neglect of Tenant,
except and only to the  extent  that Rent (as  defined  in the Master  Lease) is
abated under the terms of the Master Lease.

19.   CONDEMNATION

      19.1 Taking.  If the  whole of the  Premises  or Real  Estate are taken or
condemned  by any  competent  authority  for any public or  quasi-public  use or
purpose,  or if any part of the Premises is taken or condemned by any  competent
authority  for any public or  quasi-public  use or purpose and such taking would
prevent or  materially  interfere  with  Tenant's  use of the  Premises  for the
purposes  for which the  Premises  are then being  used,  the Term of this Lease
shall end upon, and not before,  the date of termination of the Master Lease, if
applicable.  In  such  event,  the  Base  Rent  and  Additional  Rent  shall  be
apportioned as of the date of such termination.

      19.2 Partial Taking. If part of the Premises or Real Estate shall be taken
by any  competent  authority for any public or  quasi-public  use or purpose and
this Lease is not  terminated as provided in 19.1 above,  the Term of this Lease
shall not terminate,  but the Rent payable during the then unexpired  portion of
the Term of this Lease shall be reduced in the same  proportion to the reduction
of Rent (as defined in the Master Lease) under the Master Lease.

      19.3 Allocation of Award.  Tenant shall have no right to any apportionment
of or share in any  condemnation  award or  judgment  for  damages  caused by or
resulting from any taking or condemnation of the Premises  (including any Tenant
Additions)  or  underlying  real  property,  whether  partial or  complete,  and
Landlord shall be entitled to the whole of such award or judgment subject to the
terms of the  Master  Lease.  Notwithstanding  the  foregoing,  Tenant  shall be
permitted  to file its own separate  claim for the value of its trade  fixtures,
equipment  and  personal  property  and the cost of  moving  the  same  from the
Premises;  provided,  however,  that  Tenant's  claim for any one or more of the
foregoing  items or damages must be separately  identified and not a part of and
included in the  condemnation  award or  judgment  to Landlord  and shall not be
permitted to reduce Landlord's or Master Landlord's award.

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<PAGE>

20.   LANDLORD'S RIGHTS AND REMEDIES

      20.1 Defaults by Tenant.  If (i) Tenant defaults in the payment of Rent or
fails to maintain,  renew or replace any Letter of Credit or Security Deposit as
required in  accordance  with Section 30 hereof and such default  continues  for
three (3) or more days after written  notice from Landlord that the same is past
due,  provided,  however,  that any such notice  shall be in lieu of, and not in
addition  to, any  notice  required  under  California  Code of Civil  Procedure
Section 1161;  (ii) Tenant  defaults in the prompt and full  performance  of any
other  provision  of this  Lease and  Tenant  does not cure the  default  within
twenty-eight  (28) days after written demand by Landlord or Master Landlord that
the default be cured (unless  default is not  reasonably  capable of being cured
within such  twenty-eight  (28) day period, in which case Tenant shall have such
period of time as may be reasonably required to cure such default, provided that
Tenant  commences  the cure of such default  within such  twenty-eight  (28) day
period,  and  thereafter  diligently  prosecutes  such cure to  completion,  and
further  provided that in no case shall the cure period  hereunder be any longer
than the cure period with respect to such  default as provided  under the Master
Lease), provided,  however, that any such notice shall be in lieu of, and not in
addition  to, any  notice  required  under  California  Code of Civil  Procedure
Section 1161;  (iii) Tenant enters into a Sublease  Transfer  without  complying
with the  provisions  of this Lease and the  Master  Lease and does not cure the
default within twenty-eight (28) days after written demand by Landlord or Master
Landlord that the default be cured;  (iv) any voluntary or involuntary  petition
or  similar  pleading  under  any  section  or  sections  of any  bankruptcy  or
insolvency  act  shall be filed  by or  against  Tenant;  (v) any  voluntary  or
involuntary  proceeding in any court or tribunal  shall be instituted to declare
Tenant  insolvent or unable to pay Tenant's debts or, to the extent permitted by
law, if Tenant is generally  not paying its debts as they become due, or admits,
in writing,  that it is unable to pay its debts as they become due;  (vi) Tenant
makes an  assignment  for the  benefit  of its  creditors;  (vii) a  trustee  or
receiver is  appointed  for Tenant or for the major part of  Tenant's  property;
(viii) the  leasehold  interest of Tenant is levied upon under  execution  or is
attached by process of law; (ix) Tenant abandons the Premises;  (x) Tenant fails
to  observe  or  perform  one or more of the  terms,  conditions,  covenants  or
agreements  of any  mortgage  of  Tenant's  interest  in this  Lease  beyond any
applicable  notice or cure period and the same causes  Landlord to be in default
under the Master Lease; or (xi) a default  (beyond  applicable cure periods) has
occurred under the Master Lease due to any negligence, act, or failure to act by
Tenant or by the Tenant's failure to perform its obligations as set forth herein
including, without limitation, any default under Section 21.1 (l) through (o) of
the Master  Lease ((i)  through (xi) above,  each an "Event of  Default"),  then
Landlord may, if Landlord so elects but not otherwise, with or without notice of
such election and with or without any demand  whatsoever,  either terminate this
Lease and Tenant's right to possession of the Premises or,  without  terminating
this Lease,  terminate Tenant's right to possession of the Premises. An election
by Landlord to terminate  Tenant's  right to possession of the Premises  without
terminating  this Lease shall not preclude a subsequent  election by Landlord to
terminate this Lease.

      20.2 Surrender of Possession.  Upon termination of this Lease following an
Event of Default, whether by lapse of time or otherwise, or upon any termination
of Tenant's right to possession without  termination of this Lease, Tenant shall
surrender possession and vacate the Premises immediately, and deliver possession
thereof to Landlord.  Tenant  hereby grants to Landlord full and free license to
enter into and upon the Premises in such event,  with or without process of law,
and to repossess  Landlord of the Premises as of Landlord's former estate and to
expel or remove  Tenant  and any  others  who may be  occupying  or  within  the
Premises and to remove any and all property  therefrom,  using such force as may
be necessary, without being deemed in any manner guilty of trespass, eviction or
forcible  entry or detainer or conversion of property and without  relinquishing
Landlord's  rights to the Base Rent,  Additional  Rent or any other  charges due
Landlord, or any other right given to Landlord hereunder or by operation of law.
Except for those notices and cure or grace  periods  expressly  afforded  Tenant
under Section  20.1,  Tenant

                                       15

<PAGE>

waives the  service of any demand for the  payment of any Base Rent,  Additional
Rent or any other  charges  hereunder or for  possession  and the service of any
notice of  Landlord's  election  to  terminate  this  Lease or to  re-enter  the
Premises following an election by Landlord under Sections 20.1 to terminate this
Lease or Tenant's right to  possession,  other than such demand and notice as is
prescribed  by any  statute  in  California  and  agrees  that the breach of any
covenant or provision of this Lease by Tenant  (after such election by Landlord)
shall,  of itself,  without  the  service  of any  notice or demand  whatsoever,
constitute a forcible  detainer by Tenant of the Premises  within the meaning of
the statutes of the State of California.

      20.3 Landlord's Rights After Event of Default.

         (a) In addition to the rights set forth  herein,  following an Event of
Default hereunder,  Landlord shall have all of the rights and remedies available
to Master Landlord pursuant to the terms of the Master Lease.

         (b) If Landlord  elects to terminate  this Lease  following an Event of
Default,  then  Tenant  shall  pay  to  Landlord,   not  as  a  penalty  but  as
consideration  for the loss of  Landlord's  bargain,  a sum equal to  Landlord's
Damages  (hereinafter  defined) in payment of the damages  Landlord  incurred by
reason of  Tenant's  default.  Landlord  may draw on any  Letter  of Credit  (as
defined in the Purchase  Agreement) or use, apply or retain any Security Deposit
held by  Landlord in  accordance  with  Section  30.3 hereof to collect any such
Landlord's Damages. If Landlord elects to terminate Tenant's right to possession
only,  without  terminating  this Lease  pursuant to a right granted to Landlord
hereunder,  then Landlord may, at  Landlord's  option,  enter into the Premises,
remove  Tenant's  signs  and  other  evidences  of  tenancy,  and  take and hold
possession thereof as provided in Section 20.2 without such entry and possession
terminating this Lease or releasing  Tenant,  in whole or in part, from Tenant's
obligation to pay Rent for the full Term of this Lease.

         (c) After  entry into  possession  without  termination  of this Lease,
Landlord,  if and to the extent  required by law,  may relet the Premises or any
part thereof for the account of Tenant to any person,  firm or corporation other
than  Tenant for such rent,  for such time and upon such terms as  Landlord,  in
Landlord's sole discretion,  shall determine.  Landlord shall not be required to
accept any tenant  offered by Tenant or to  observe  any  instructions  given by
Tenant  about such  reletting.  In any such  case,  Landlord  may make  repairs,
alterations  and additions in or to the Premises and  redecorate the same to the
extent  deemed  necessary  or  desirable  by  Landlord  in order to restore  the
Premises to the same  condition  as Tenant is required to maintain  the Premises
under this Lease. Tenant shall, upon demand, pay the cost thereof, together with
Landlord's expenses of the reletting. If the consideration collected by Landlord
upon any reletting of the Premises for Tenant's account is not sufficient to pay
monthly the full amount of Rent  reserved in this Lease,  together with the cost
of repairs, alterations,  additions, redecorating and Landlord's other costs and
expense of regaining possession and reletting the Premises,  Tenant shall pay to
Landlord the amount of each monthly deficiency upon demand.

      20.4 Removal  of  Tenant's  Property.  Any and all  property  which may be
removed from the Premises by Landlord pursuant to the authority of this Lease or
of law, to which Tenant is or may be entitled, may be handled, removed or stored
in a commercial  warehouse or otherwise by Landlord at Tenant's  risk,  cost and
expense,  and Landlord shall not be responsible  for the value,  preservation or
safekeeping  thereof.  Tenant  shall pay to Landlord,  upon demand,  any and all
expenses  incurred in such removal and all storage charges against such property
so long as the  same  shall be in  Landlord's  possession  or  under  Landlord's
control.  Any such  property of Tenant not removed  from the Premises or retaken
from storage by Tenant  within  thirty (30) days after the end of the Term shall
be conclusively presumed to have been abandoned by Tenant.

                                       16

<PAGE>

      20.5 Equitable  Relief.  If Tenant violates any of the terms and provision
of this Lease or defaults in any of its  obligations  hereunder,  other than the
payment of Rent, such violation may be restrained or such obligation enforced by
injunction or other equitable action.

      20.6 No Waivers.  No delay or omission of the right to exercise  any power
by Landlord  shall  impair any such right or power,  nor shall any such delay or
omission be construed as a waiver of any default or as acquiescence  therein. No
waiver by Landlord of any default of Tenant  shall be implied to affect,  and no
express  waiver shall affect,  any default  other than the default  specified in
such  waiver and that only for the time and to the  extent  therein  stated.  No
receipt of money by Landlord  from Tenant after the  termination  of this Lease,
the service of any notice,  the  commencement  of any suit or final judgment for
possession shall reinstate,  continue or extend the Term of this Lease or affect
any such notice,  demand,  suit or judgment.  The various rights and remedies of
Landlord  contained  in this Lease are  reserved  to  Landlord  and shall not be
considered as exclusive of any other right or remedy,  but shall be construed as
cumulative and shall be in addition to every other remedy  available to Landlord
whether now or at any time hereafter  existing at law, in equity, or by statute.
To the fullest  extent  permitted  by law,  Tenant  hereby  waives all rights of
redemption or relief from forfeiture under  California Civil Procedure  Sections
1174 and 1179,  or under any other present or future law, in the event Tenant is
evicted or Landlord takes possession of the Premises by reason of any default of
Tenant.

      20.7 Landlord's  Right to  Perform  Tenant's  Obligations.  If at any time
during the Term of this Lease:

            (a) Any damage to the  Premises  results  from any act,  omission or
neglect of Tenant or of Tenant's  contractors,  agents or employees  (and Tenant
fails to repair the same as required in this Lease  prior to the  expiration  of
the applicable  cure period),  Landlord may, at Landlord's  option,  repair such
damage and Tenant shall  reimburse  Landlord as Additional  Rent, upon demand by
Landlord,  for the total cost of such  repairs in excess of the amount,  if any,
paid to Landlord under insurance, if any, covering such damage; or

            (b)  Tenant at any time fails to make any  payment  or  perform  any
other  act on its part to be made or  performed  under  this  Lease or under the
Master Lease as provided  herein that will result in a default  under the Master
Lease, Landlord may, at Landlord's sole option, upon not less than five (5) days
prior  notice to Tenant  (except  in the event of an  emergency,  in which  case
telephonic  notice only shall be  required),  make such  payment or perform such
obligation  (including,  without  limitation,  making any  necessary  repairs or
performing  any  necessary  work on the Premises in the event of an  emergency),
without waiving or releasing Tenant from any obligation under this Lease.

      20.8 Landlord's  Expenses.  All  reasonable  sums paid by Landlord and all
costs,  charges and  expenses  incurred by Landlord in  connection  with (a) the
exercise  of  any of  the  Landlord's  rights  under  this  Lease  and  (b)  the
enforcement of Tenant's obligations hereunder, or any litigation, negotiation or
transaction in which Tenant causes  Landlord,  without  Landlord's  fault, to be
involved or concerned (including, but not limited to, reasonable attorneys' fees
and costs and interest and penalties for unpaid  amounts due to Master  Landlord
under the Master Lease or other  charges  required to be paid or  reimbursed  by
Tenant) shall be payable upon demand, together with interest thereon at the same
rate  applicable  to the late payment or  nonpayment of Rent as provided in this
Lease.

      20.9 Landlord's  Damages.  As used herein,  the term "Landlord's  Damages"
shall mean the sum of (i) the Rent  specified in this Lease for the remainder of
the stated Term  following  termination  of this Lease or of  Tenant's  right to
possession,  (ii) any other sums or damages then due to Landlord

                                       17

<PAGE>

hereunder,  and (iii) any other expenses,  costs or damages (including,  without
limitation,  reasonable  attorneys'  fees and  court  costs and any  damages  or
deficiency in the reletting of the Premises)  incurred by Landlord in connection
with any default hereunder or any corresponding default under the Master Lease.

      20.10  Waiver of Jury  Trial.  Tenant and  Landlord  hereby each waive its
right of trial by jury in any  action,  proceeding  or  counterclaim  brought by
either of the parties hereto against the other,  or with respect to any issue or
defense  raised  therein,  including  the right to an advisory  jury (except for
personal injury or property damage),  on any matters  whatsoever arising out of,
or in any way  connected  with,  this Lease,  the  relationship  of Landlord and
Tenant,  Tenant's  use  and  occupancy  of  said  premises,   including  summary
proceedings and possession actions,  and any emergency statutory other statutory
remedy.

      20.11 Venue.  In  the event of any dispute  under the terms of this Lease,
the parties  agree that the venue for settling the dispute will be placed in Los
Angeles County, State of California and none other.

      20.12 Waiver of Right of Redemption.  Tenant hereby  expressly  waives any
and all rights of  redemption  granted by or under any present or future laws in
the event of Tenant being evicted or dispossessed for any cause, or in the event
of Landlord obtaining possession of the Premises,  by reason of the violation by
Tenant of any of the  covenants and  conditions  of this Lease or otherwise.  No
receipt of monies by Landlord from Tenant after the  termination or cancellation
of this Lease,  in any lawful manner,  shall  reinstate,  continue or extend the
term of this Lease, or affect any notice theretofore given to Tenant, or operate
as a  waiver  of the  right of  Landlord  to  enforce  the  payment  of fixed or
additional  rent or rents then due,  or  thereafter  falling due or operate as a
waiver of the rights of Landlord to recover possession of the Premises by proper
suit,  action,  proceeding  or remedy.  It is agreed that,  after the service of
notice to terminate or cancel this Lease, or the commencement of suit, action or
summary proceeding,  or any other remedy, or after a final order or judgment for
the  possession  of the Premises,  Landlord may demand,  receive and collect any
monies due, or thereafter  falling due, without,  in any manner,  affecting such
notice,  proceeding,  suit, action,  order or judgment.  Any and all such monies
collected shall be deemed to be payments towards satisfying Tenant's obligations
to Landlord.

21.   HOLDING OVER

      If Tenant retains possession of the Premises or any part thereof after the
termination  of this  Lease by  lapse of time or  otherwise,  Tenant  shall  pay
Landlord,  in order to compensate Landlord for Tenant's wrongful  withholding of
possession,  and during  such time as Tenant  remains in  possession,  an amount
calculated at a rate equal to 200% of the Base Rent in effect  immediately prior
to such  termination,  plus any other Rent determined to be due pursuant hereto,
plus all direct and  consequential  damages  sustained  by Landlord by reason of
Tenant's wrongful retention of possession.  The provisions of this Section shall
not constitute a waiver of Landlord's right of re-entry or of any other right or
remedy provided herein or at law.

22.   LANDLORD'S TITLE

      Landlord's  title is and always shall be paramount to the title of Tenant.
Nothing herein  contained shall empower Tenant to do any act which can, shall or
may encumber the title of Landlord or the Master Landlord.

23.   QUIET ENJOYMENT

      So long as Tenant  observes  and  performs its  covenants  and  agreements
hereunder  and no Event of Default has  occurred  and is  continuing  hereunder,
Tenant  shall,  at all times  during the Term,  peacefully

                                       18

<PAGE>

and quietly have and enjoy possession of the Premises without any encumbrance or
hindrance by, from or through Landlord,  its successors or assigns or any person
claiming by, through or under the Landlord, subject to the SITV Sublease.

24.   ASSIGNMENT AND SUBLETTING

      24.1 Restrictions on Transfer. Tenant shall not, without the prior written
consent  of  Landlord,   which  consent  shall  not  be  unreasonably  withheld,
conditioned  or  delayed,  (i)  assign,  transfer  or convey  this  Lease or any
interest  hereunder;  (ii) suffer to occur or permit to exist any  assignment of
this Lease, voluntarily,  involuntarily or by operation of law; (iii) sublet the
Premises or any part thereof;  or (iv)  otherwise  transfer its interest in this
Lease where such transfer would require the consent of Master Landlord  pursuant
to the  terms of the  Master  Lease  (each,  a  "Sublease  Transfer");  provided
however,  that (1) the foregoing  shall not apply to Tenant's rights pursuant to
Section 10.1 of the Master Lease (and  Landlord's  consent shall not be required
in connection  therewith),  and (2) any Sublease  Transfer to a person or entity
that is engaged  primarily in the ownership  and  operation of adult  television
entertainment  shall be subject to Landlord's  consent,  which may be granted or
withheld in Landlord's sole and absolute  discretion.  Landlord's consent to any
Sublease  Transfer,  when required,  shall not constitute a waiver of Landlord's
right to withhold its consent to any future assignment,  subletting or transfer.
The  consent  by  Landlord  to any  Sublease  Transfer  shall  not in any way be
construed to relieve  Tenant from  obtaining the express  consent of Landlord to
any further Sublease Transfer.

      24.2 Advance  Notice.  When Landlord's  consent to a Sublease  Transfer is
required  hereunder,  Tenant shall give Landlord  written notice of any proposed
Sublease Transfer which notice shall contain the name of the proposed  sublessee
or assignee  and the  proposed  principal  terms  thereof.  Upon receipt of such
notice with respect to any such Sublease Transfer,  Landlord shall have a period
of thirty (30) days to give notice to Tenant as to whether  Landlord is prepared
to consent to such Sublease  Transfer.  If Landlord  fails to give notice of its
consent within such thirty (30) day period,  Landlord shall be deemed to consent
to such Sublease Transfer.

      24.3 Consent of Master Landlord. To the extent consent thereto is required
by the terms of the Master Lease, no Sublease Transfer shall be effective unless
Tenant has obtained the written consent of Master Landlord pursuant to the terms
of the Master Lease.

      24.4 Tenant  Not  Released.  Notwithstanding   anything  to  the  contrary
contained  herein,  if Master  Landlord  and  Landlord  consent to any  proposed
Sublease Transfer by Tenant,  the original Tenant shall not be released from any
covenant or obligation under this Lease as a result of such Sublease Transfer.

25.   MORTGAGES AND SECURITY INTERESTS

      This  Lease is subject  and  subordinate  to (i) all ground or  underlying
leases and the lien of any present and future  mortgages and security  interests
of any  lender  of Master  Landlord,  now and  hereafter  in force  against  the
Premises and to all renewals,  modifications,  consolidations,  replacements and
extensions of such  mortgages or security  interests and to all advances made or
hereafter to be made upon the security of such mortgages and security  interests
and (ii) all things to which the Master  Lease is subject,  subject in each case
to the terms and conditions of the Master Lease.  Landlord hereby agrees that in
no event shall  Landlord be permitted  to grant a mortgage  lien on or otherwise
encumber with a security interest its interest in the Master Lease.

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<PAGE>

26.   ESTOPPEL CERTIFICATE

      Landlord and Tenant  agree that,  from time to time upon not less than ten
(10) business days prior notice by the requesting party,  Landlord or Tenant, as
applicable,  will  deliver to the  requesting  party or to such other  person or
persons as such requesting  party shall designate in such notice, a statement in
writing  certifying  (a) that this  Lease is  unmodified  and in full  force and
effect,  and contains  the full  agreement  between  Landlord and Tenant (or, if
there have been  modifications or additional  agreements,  that this Lease is in
full force and effect as modified and identifying the  modifications  thereof or
additional  agreements),  (b) the dates to which the Base Rent, Additional Rent,
Impositions and other charges due under this Lease have been paid, and (c) that,
insofar  as each  party  knows,  the  other  party is not in  default  under any
provision of this Lease and has performed all of the obligations to be performed
by such party to date (or, if either party has knowledge of any default by other
or of any  unperformed  obligation  by the  other,  a  statement  of the  nature
thereof).

27.   BROKERAGE

      Landlord and Tenant represent and warrant to each other that they have had
no  dealings  with any  broker or agent in  connection  with this Lease and both
Landlord and Tenant hereby agree to hold harmless and indemnify  each other from
and against all claims for costs (including reasonable attorneys' fees), expense
or liability for any compensation,  commissions and charges claimed by any other
broker or agent who claims to have dealt with the other of them with  respect to
this Lease or the negotiation thereof.

28.   NOTICES

      28.1 Timing  of Notices.  Whenever  Tenant is required to give a notice or
make demand  pursuant  to the terms of the Master  Lease as a result of Tenant's
assumption of Landlord's  obligations  under the Master Lease, the notice period
under this Lease shall be (i) two (2) days  shorter than the  applicable  notice
period in the Master  Lease to the extent that such notice  period in the Master
Lease is at least  six (6) days  and  (ii)  half of the  number  of days of such
notice period in the Master Lease (as rounded down to the nearest whole integer)
to the extent  that the notice  period in the Master  Lease is less than six (6)
days.

      28.2 Manner  of Giving  Notices.  Any notice or demand  from  Landlord  to
Tenant or from  Tenant to  Landlord  shall be in writing  and shall be deemed to
have  been duly  given if  delivered  personally  or mailed  (by  registered  or
certified  mail) or sent by nationally  recognized  overnight  courier  delivery
service, in any case, addressed, as follows:

            For notices and communications to Tenant:

                     Broadcast Facilities, Inc.
                     3030 Andrita Street
                     Los Angeles, California 90065
                     Attn:  William Tillson and Simon Bax
                     Fax: 323-344-4800

             For notices and communications to Landlord:

                     Playboy Entertainment Group, Inc.
                     9242 Beverly Boulevard
                     Beverly Hills, CA  90210

                                       20

<PAGE>

                     Attn: Roy Liebrecht
                     Fax: 323-276-4502

            With copies to:

                     Playboy Enterprises, Inc.
                     680 North Lake Shore Drive
                     Chicago, IL  60611
                     Attn: Sue Shoemaker
                     Fax: 312-751-2818

Notices shall be deemed to have been given, in the case of personal delivery, on
the date of  delivery;  in the case of  mailing,  on the date which is three (3)
days  after  the  date  mailing  thereof;  and in the case of  courier  delivery
service,  on the day after the date of deposit for  delivery  with said  courier
delivery service.

      28.3 Changes  of  Address  or  Addressee.  By  notice  complying  with the
requirements  of Section  28.2,  each  party  shall have the right to change the
address  or  addressee,  or both,  or add  additional  addresses  for all future
notices and  communications  and payments to such party or for copies of notices
provided for above that are not required to be sent via  certified or registered
mail or by overnight courier or other delivery service,  but no such notice of a
change or additional  addressee,  by notice given  hereunder  shall be effective
until actually received by the other party.

29.   SUCCESSORS AND ASSIGNS

      29.1 Binding  Nature.  The covenants,  agreements and  obligations  herein
contained,  except as herein otherwise provided, shall bind, extend to and inure
to the  benefit  of  Landlord  and Tenant and their  respective  successors  and
assigns, but nothing contained in this Section 29.1 shall be deemed or construed
to release  Tenant  from its  obligation  under  Section 24 to first  obtain the
written consent of Landlord or Master Landlord with respect to any Transfer.

      29.2 Transfer by Landlord. In the event of any transfer of the interest of
Landlord in the  Premises,  the Landlord  making such  transfer  (whether  named
herein or its successor or assign)  shall be relieved and fully  released of and
from all  covenants,  agreements and  obligations of Landlord  contained in this
Lease for all periods of time  subsequent to the effective date of such transfer
provided that the transferee  assumes the  obligations of Landlord  hereunder in
writing from and after the effective date of such transfer.  Notwithstanding any
provision to the contrary set forth herein or in the Master Lease,  any transfer
of the  interest of Landlord in the  Premises to a direct  competitor  of Tenant
shall  require  Tenant's  prior  written  consent,  which consent may granted or
withheld in Tenant's sole and absolute discretion.

30.   LETTER OF CREDIT

      30.1 Delivery;  Reductions.   Pursuant  to  the   terms  of  the  Purchase
Agreement,  Tenant  shall  deliver  or cause to be  delivered,  within  five (5)
business  days of the  Effective  Date,  a Letter of Credit  (as  defined in the
Purchase   Agreement)  to  Landlord  in  an  amount  of  Five  Million   Dollars
($5,000,000) (the "Original LOC Amount") as security for Tenant's performance of
its obligations under this Lease,  which Letter of Credit shall be substantially
in the form  attached  hereto as Exhibit D. Any failure or refusal of the issuer
to honor  the  letter  of credit  shall be at  Tenant's  sole risk and shall not
relieve Tenant of its

                                       21

<PAGE>

obligations  hereunder.  Provided  that no Event of Default has  occurred and is
continuing  hereunder at the time of any  proposed  reduction in the amount then
available  to be drawn  under the Letter of Credit (the "LOC  Amount"),  the LOC
Amount may be reduced commencing on the first day of the first month after which
Tenant's remaining  cumulative monetary  obligations under this Lease including,
without  limitation  all Rent due hereunder for the remaining Term of the Lease,
are  determined  to be less  than the  Original  LOC  Amount  as  determined  in
Landlord's reasonable judgment; provided that the LOC Amount may be reduced on a
monthly  basis only to the extent that such  reduced LOC Amount is not less than
an amount equal to such remaining cumulative monetary  obligations  hereunder as
determined in Landlord's  reasonable  discretion.  Further,  at such time as (i)
this Lease terminates in accordance with its terms and no Event of Default shall
have occurred and be continuing under this Lease,  (ii) Landlord has assigned to
Tenant  all of its  right,  title and  interest  in and to the  Master  Lease in
accordance  with the terms of the Master Lease,  (iii) a  replacement  Letter of
Credit has been issued in accordance  with the provisions of this Section 30, or
(iv)  Landlord  and  Tenant  agree in  writing,  Tenant  shall have the right to
terminate the Letter of Credit.  Any and all fees and charges in connection with
the establishment,  renewal, maintenance, replacement, amendment or drawing with
respect to the Letter of Credit shall be the sole  responsibility of Tenant. For
the purposes of the penultimate sentence of this Section 30.1,  "Landlord" shall
refer to  Landlord  or its  transferee  (as such  term is used in the  Letter of
Credit).

      30.2 Renewals;  Failure to Renew. If in any event (i) the Letter of Credit
shall terminate or expire or shall become  unenforceable or illegal prior to the
date  which  is 180  days  after  the  expiration  of the  Term  (unless  sooner
terminated in  accordance  with Section 30.1 above) or (ii) Tenant shall fail to
renew or  replace  the  Letter of Credit  (including,  without  limitation,  the
failure  to renew or replace an  existing  Letter of Credit (a) at least  thirty
(30) days prior to the  termination  or scheduled  expiration  thereof or (b) as
required  pursuant to Section 30.4 hereof) and provide  evidence of such renewal
or replacement to Landlord at least thirty (30) days prior to the termination or
scheduled  expiration  thereof  or, in the event that  Landlord  has  required a
replacement  Letter of Credit in  accordance  with  Section  30.4 below,  within
thirty (30) days  following  written  notice as required in Section  30.4 below,
then  Landlord  shall  have the right to draw the full LOC  Amount  and hold the
proceeds thereof as a security deposit for Tenant's obligations under this Lease
(the  "Security  Deposit").  Landlord  shall  not be  required  to hold any such
Security  Deposit in a separate account or in an interest bearing account unless
otherwise required by any applicable laws. If Landlord elects not to draw on the
Letter of Credit, then Tenant shall be obligated to promptly cause a replacement
Letter of Credit to be issued in accordance  with the terms hereof.  If Landlord
elects  to  draw  on the  Letter  of  Credit  and  Tenant  thereafter  causes  a
replacement  Letter of Credit to be issued,  Landlord  shall refund the Security
Deposit  to  Tenant  within  ten  (10)  days  following  the  issuance  of  such
replacement Letter of Credit.

      30.3 Draws; Application of Security Deposit. If an Event of Default (other
than an Event of Default arising from the failure of Tenant to maintain, replace
or renew the Letter of Credit as required  pursuant  to Section  30.2 above) has
occurred and is continuing hereunder, including, but not limited to, the failure
to pay Rent (for the  avoidance  of doubt,  in  determining  whether an Event of
Default has  occurred  with respect to the payment of Rent  hereunder,  Landlord
shall be entitled to rely upon a notice from Master  Landlord  that rent has not
been timely paid under the Master Lease, absent evidence  reasonably  acceptable
to Landlord to the  contrary),  then  Landlord  may draw on the Letter of Credit
(or, if  applicable,  use, apply or retain the whole or any part of any Security
Deposit and the interest accrued thereon, if any) to the extent required to cure
any  monetary  Event of Default or for the  recovery of any  Landlord's  Damages
incurred as a result of an Event of Default to the extent that Landlord would be
entitled to such recovery pursuant to the terms of Section 20.3 above (the "Draw
Amount").  If  Landlord  shall  so draw  upon  the  Letter  of  Credit  (or,  if
applicable,  use, or retain the whole or any part of any Security Deposit or the
interest accrued thereon,  if any), Tenant shall upon demand  immediately either
(i)

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cause the existing Letter of Credit to be increased by the Draw Amount or (cause
an  additional  Letter of Credit to be issued in the  amount of the Draw  Amount
such that,  in either  event,  the total LOC  Amount (by one or more  Letters of
Credit) is equal to the amount of required  security  per Section  30.1 above or
(ii) deposit with  Landlord a sum equal to the Draw Amount to cause the Security
Deposit to be equal to the amount of required  security  per Section 30.1 above.
Upon  Tenant's  satisfaction  of either  clause (i) or (ii) above,  the Event of
Default in respect of which the Draw Amount was applied shall be deemed cured to
such extent.

      30.4 Rating  of Issuer.  In the event that the credit rating of any issuer
of a Letter of Credit falls below Investment  Grade (as defined below),  then at
Landlord's written request,  Tenant shall be obligated to deliver or cause to be
delivered  a  replacement   Letter  of  Credit  from  a  third  party  financial
institution with an Investment  Grade rating as reasonably  approved by Landlord
in the amount then required  pursuant to Section 30.1 above no later than thirty
(30) days following written notice from Landlord.  "Investment Grade" shall mean
a credit rating of Baa or better from Moody's Investors Service or BBB or better
from Standard and Poor's.  Upon receipt by Landlord of the replacement Letter of
Credit,  Landlord shall return the original Letter of Credit for cancellation to
the issuer bank and submit such  certificate(s)  as required by the terms of the
Letter of  Credit  to cause  cancellation  of the  original  Letter of Credit as
promptly as possible.  Upon  replacement  as provided  herein,  the  replacement
Letter of Credit  shall be deemed the Letter of Credit  for all  purposes  under
this Lease and the Purchase Agreement.

      30.5 Transfers.  The  Letter of Credit  and/or  Security  Deposit  may  be
transferred and assigned by the  beneficiary  thereof to any transferee that has
succeeded to Landlord's  obligations under this Lease in accordance with Section
29.2 above.  Any and all fees for a transfer  and/or  assignment  charged by the
issuer of the Letter of Credit shall be payable by Tenant.

      30.6 Substitute Letter of Credit. Upon 15 days written notice to Landlord,
Tenant may deliver a  substitute a letter of credit (the  "Substitute  Letter of
Credit")  in place of the Letter of  Credit.  Such  Substitute  Letter of Credit
shall be issued by a third party financial  institution with an Investment Grade
rating as defined  above as  reasonably  approved by Landlord in the amount then
required  pursuant to Section 30.1 and shall have  substantially  the same terms
and  conditions  as the Letter of Credit.  The  Applicant  under the  Substitute
Letter of Credit may be Tenant, ***** or any affiliate of Tenant or ***** or any
other party  designated in writing by Tenant or *****.  Upon receipt by Landlord
of the Substitute  Letter of Credit,  Landlord shall return for cancellation the
Letter of Credit to the issuer bank and submit such  certificate(s)  as required
by the terms of the  Letter of Credit  to cause  cancellation  of the  Letter of
Credit as promptly as  possible.  Upon  substitution  as  provided  herein,  the
Substitute  Letter  of  Credit  shall be deemed  the  Letter  of Credit  for all
purposes under this Lease and the Purchase Agreement.

31.   GENERAL PROVISIONS

      31.1 Reserved.

      31.2 Consents.  Except  as  otherwise  provided  herein,  whenever  Master
Landlord's  consent for any action is required  under the Master  Lease,  Tenant
shall be obligated to obtain the consent of Master  Landlord and Landlord,  such
consent of Landlord not to be unreasonably withheld or delayed in the event that
Master Landlord grants its consent to such action.

      31.3 No  Partnership.  Nothing  contained in this Lease shall be deemed or
construed  by  the  parties  hereto  or  by  any  third  party,  to  create  the
relationship  of  principal  and  agent,  partnership,   joint  venture  or  any
association  between  Landlord and Tenant,  it being  expressly  understood  and
agreed that no

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provisions  contained in this Lease nor any acts of the parties  hereto shall be
deemed to create any  relationship  between  Landlord  and Tenant other than the
relationship of Landlord and Tenant.

      31.4 Entire  Agreement.  This  Lease  embodies  and  reflects  the  entire
agreement between Landlord and Tenant with respect to the subject matter herein.
This Lease supersedes all prior agreements and  understandings  between Landlord
and Tenant with respect to the subject matter herein. This Lease may be modified
or altered only by an agreement in writing between Landlord and Tenant.

      31.5 Severability.  If any term, section or provision of this  Lease shall
be  found  to be  invalid  or  unenforceable  for any  reason  whatsoever,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of any other term, section or provision of this Lease.

      31.6 Governing Law. This Lease shall be governed by, interpreted under and
construed and enforced in accordance with the laws of the State of California.

      31.7 Headings. The headings contained herein are for convenience only, and
shall not be used to define,  explain,  modify or aid in the  interpretation  or
construction of the contents.

      31.8 Plurals;  Grammatical  Changes.  The  words  "Landlord"  and "Tenant"
wherever used in this Lease shall be construed to mean  "Landlords" or "Tenants"
in all cases where there is more than one landlord or tenant,  and the necessary
grammatical  changes  required to make the  provisions  hereof  apply  either to
corporations,  partnerships or individuals,  men or women, shall in all cases be
assumed as though in each case fully expressed.

      31.9 Covenants and  Conditions.  All of the covenants of Tenant  hereunder
shall be deemed and construed to be  "conditions"  if Landlord so elects as well
as  "covenants"  as  though  the  words  specifically  expressing  or  importing
covenants and conditions were used in each separate instance.

      31.10 Recording.  Tenant  covenants  not  to  place  this   Lease  or  any
memorandum of this Lease on record without prior written consent of Landlord and
Master Landlord.

      31.11  Counterparts.   This   Lease  may  be   executed  in  one  or  more
counterparts,  each of  which  shall  constitute  an  original  but all of which
together shall constitute one and the same  instrument.  Each counterpart may be
executed and delivered by facsimile or electronic transmission.

                            [Signature Pages Follow]

                                       24

<PAGE>

      IN WITNESS WHEREOF,  Landlord and Tenant have,  respectively,  caused this
Lease to be signed as of the day, month and year first above written.

LANDLORD:                          PLAYBOY ENTERTAINMENT GROUP, INC.,
                                   a Delaware corporation

                                   By: /s/ Howard Shapiro
                                       -----------------------------------------
                                   Name: Howard Shapiro
                                   Its: Vice President and Secretary

TENANT:                            BROADCAST FACILITIES, INC., a Delaware
                                   corporation

                                   By: /s/ Simon Bax
                                       -----------------------------------------
                                   Name: Simon Bax
                                   Its: Chief Executive Officer and Secretary

Acknowledged by the undersigned Guarantor of Master Lease:

PLAYBOY ENTERPRISES, INC., a
Delaware corporation

By: /s/ Howard Shapiro
    -------------------------------
Name: Howard Shapiro
Its: Executive Vice President, General Counsel and Secretary

<PAGE>

Index of Exhibits

Exhibit A   Master Lease
Exhibit B   Title Matters
Exhibit C   Form of Assignment of SITV Sublease
Exhibit D   Form of Letter of Credit