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                                                                EXHIBIT - 10.7.1



                         FIRST AMENDMENT TO OFFICE LEASE

         This First Amendment to Office Lease ("First Amendment") is entered
into as of June 26, 2002, by and between LEXINGTON-BROADWAY PLACE, L.L.C., a
Delaware Limited liability company ("Landlord"), and MOSSIMO, INC. a Delaware
corporation ("Tenant").


                                    RECITALS:

         A. Landlord and Tenant entered into that certain Office Lease, dated as
of June 29, 2000 (the "Lease"), whereby Landlord leased to Tenant, and Tenant
leased from Landlord that certain Premises consisting of 3,080 rentable square
feet located at 2016 Broadway Boulevard, Santa Monica, California (the "Original
Premises") as designated on the Exhibit "A-X" attached hereto.

         B. Tenant and Landlord desire to further amend the Lease to add an
additional space (2018 Broadway) on the terms and conditions set forth in this
First Amendment.


                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the foregoing recitals and the
conditions and the covenants hereinafter contained, and for other consideration
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows.

         1. Effective December 1, 2002, Tenant shall annex approximately 2,914
rentable square feet, commonly known as 2018 Broadway ("New Premises") as
designated on the Exhibit "A-X" attached hereto. As of December 1, 2002, the
Exhibit "A", as part of the Lease dated June 29, 2000, outlining the Premises
(Exhibit "A") ("Original Premises") is hereby deleted and Exhibit "A-X" attached
hereto is substituted in its place and stead. The Original Premises and the New
Premises are indicated on the attached Exhibit "A-X" and are collectively
referred to as the Premises containing 2016 & 2018 Broadway.

         2. As of December 1, 2002, Tenant's Share of Direct Expenses for the
New Premises (2018 Broadway) shall be 4.30%. Tenant shall be billed additional
rent pursuant to Section 4 of the Lease based on this Tenant Share. The Tenant's
Share of Direct Expenses for the Original Premises (2016 Broadway) is 4.54% as
is outlined in the Lease.

         3. The Lease is hereby amended such that the term of the Lease (for the
Original Premises) is hereby extended, from and after July 31, 2003 and shall
expire upon July 31, 2005. Per this paragraph 3, the term of the New Premises
shall expire upon July 31, 2005.

         4. The Minimum Rent payable, on the Original Premises (2016 Broadway),
shall be amended to be as follows:

         -----------------------------------------------------------------------
         Period                               Rent                Rate
         ------                               ----                ----
         August 1, 2002 - July 31, 2003     $8,932.00             $2.90
         August 1, 2003 - July 31, 2004     $9,199.96
         August 1, 2004 - July 31, 2005     $9,475.96
         -----------------------------------------------------------------------

         5. The Minimum Rent payable, on the New Premises (2018 Broadway), shall
be as follows:

         -----------------------------------------------------------------------
         Period
         ------
         December 1, 2002 - July 31, 2003   $8,596.30             $2.95
         August 1, 2003 - July 31, 2004     $8,854.19
         August 1, 2004 - July 31, 2005     $9,119.82
         -----------------------------------------------------------------------


         6. TENANT IMPROVEMENTS. Tenant shall and does accept the Original
Premises (2016 Broadway) in its strictly AS-IS condition. Tenant shall accept
the New Premises (2018



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Broadway) in its strictly AS-IS condition. Landlord shall provide a Tenant
Improvement allowance in the amount of ten dollars ($10.00) per square foot
($29,140.00), for the New Premises (2018 Broadway), to be applied toward the
costs relating to the design and construction of the leasehold improvements
which are permanently affixed to the Premises (the "Tenant Improvements"). The
Landlord shall not be obligated to make any disbursements in excess of the
Tenant Improvement Allowance defined herein. The Landlord shall not make any
disbursements towards the Tenant Improvements prior to December 1, 2002 (the
commencement date of the New Premises - 2018 Broadway). Prior to any
disbursement by Landlord, Tenant shall make a written request for disbursement
of the Tenant Improvement Allowance, as well as supplying the Landlord with all
invoices related to the Tenant Improvements along with any applicable executed
lien releases from all of the contractor(s) and sub-contractor(s) and any other
information and documentation reasonably requested by Landlord. Tenant shall
hire its own contractor(s) to perform the improvements needed within the New
Premises (2018 Broadway). All improvements shall be done according to the City
of Santa Monica building codes.

         7. SECURITY DEPOSIT. Landlord currently has on deposit a Security
Deposit for 2016 Broadway in the amount of thirty six thousand five hundred
ninety six dollars and eighty cents ($36,596.80). This shall be the total amount
held as a Security Deposit dollars for 2016 & 2018 Broadway.

         8. PARKING. Effective December 1, 2002, Tenant shall have the right to
use six (6) reserved and/or tandem/reserved parking spaces ("Parking Spaces")
for the New Premises (2018 Broadway) as set forth on the attached Exhibit "A-X".
The Parking Spaces will be governed by all rules and regulations per Article 28
of the Lease. In addition to the Parking Spaces outlined herein, the Tenant
shall have the right to use two (2) additional Parking Spaces ("Additional
Parking Spaces"), free of charge, in a location designated by the Landlord for a
one (1) year period from December 1, 2002 through November 30, 2003. Beginning
December 1, 2003, Tenant shall continue to have the right to use two (2)
Additional Parking Spaces at the then current parking rates charged by the
Landlord.

         9. BROKERS. Landlord and Tenant acknowledge that Lee & Associates and
Beitler Commercial Realty Services are the real estate brokers or agents in
connection with the negotiations of this First Amendment.

         10. CONFLICT. In the event of any conflict between the terms of the
Lease and the terms of this First Amendment, the terms of this First Amendment
shall prevail.

         11. NO FURTHER MODIFICATION. Except as specifically set forth in this
First Amendment, all of the terms and provisions of the Lease shall remain
unmodified and in full force and effect.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as
of the day and year first above written.


"LANDLORD"                                       "TENANT"
LEXINGTON-BROADWAY                               MOSSIMO, INC.
PLACE, L.L.C.,                                   a Delaware corporation
a Delaware limited liability company

By: Lexington Commercial Holdings, Inc.,         By: /s/ Mossimo Giannulli
    a California corporation,                        --------------------------
    its Manager                                  Its: C.E.O.

       By: /s/ Alisa J. Freundlich               By:
           ---------------------------               ---------------------------
           Alisa J. Freundlich,                  Its:
           Chief Operating Officer