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                                                                   EXHIBIT 10.64

                                AMENDMENT NO. 1

     This Amendment No. 1 amends the Licensing Agreement between Daniel E.
Aykroyd, Judith Belushi Pisano, and Isaac B. Tigrett dated February 18, 1992
(the "Agreement"), as assigned to House of Blues Brands Corp. pursuant to that
certain Agreement for Assignment of Contract Rights, effective November 16,
1992.

     In consideration of the mutual promises and other consideration contained
herein, the receipt and sufficiency of which are hereby acknowledged, the
Parties mutually agree as follows:

     l. Notwithstanding section 2(b) of the Agreement, the Owners agree that
Tigrett or his assignee are entitled to ownership of trademarks, service marks,
and copyrights relating to names or marks that incorporate a "blues" theme, but
which are not listed in Recital C of the Agreement and do not consist of or
incorporate a name, mark, copyright or work that was identified with the Blues
Brothers prior to the effective date of the Agreement. For purposes of this
Amendment, a mark that consists of or incorporates a name, mark, copyright or
work listed in Recital C of the Agreement or identified with the Blues Brothers
prior to the effective date of the Agreement shall be referred to as a "Blues
Brothers Mark" and a name, mark, copyright or work that does not incorporate a
Blues Brothers Mark shall be referred to as a Non-Blues Brothers Mark. Pursuant
to this Amendment, the marks House of Blues, Help Ever-Hurt Never, Original Home
of the Blues, Blues Basement, Blues is Better, El Soul, and Blue Note each
constitute a Non-Blues Brothers Mark. Non-Blues Brothers Marks shall not
constitute Property for purposes of the Agreement.

     2. Notwithstanding paragraph 1 of this Amendment No. 1, the parties agree
that any restaurant, retail store, or other facility of the kind described in
Recital D or Exhibit A-Royalties of the Agreement which uses a Non-Blues
Brothers Mark to identify, promote, market, advertise or operate said
Restaurant, retail store or other facility and which incorporates a "blues"
theme shall nevertheless be a Restaurant for purposes of the Agreement;
provided, however, that nothing in this Amendment No. 1 is intended to alter or
relieve Tigrett or his assignees from the restriction on competition contained
in section 2(e) of the Agreement. Upon termination of the Agreement, existing
Restaurants shall be entitled to continue operation, but Tigrett and his
assignees may not engage in any new business which incorporates a "blues" theme
or concept and is competitive with such then-existing Restaurants, directly or
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indirectly, whether as employee, investor, consultant, agent, or otherwise,
within 200 miles of any such then-existing Restaurant.

     3. The parties hereby agree that any tangible personal property bearing &
Non-Blues Brothers Mark, and which does not bear a Blues Brothers Mark, shall
not be a part of the Product Line for purposes of the Agreement.

     4. Tigrett and his assignees hereby agree that if Tigrett or any assignee
operates or licenses a retail facility adjacent to any of the first six (6)
Restaurants that commence operation, such facility shall use the Property in the
name of the facility, or in the advertising, promotion, or marketing of the
facility, for so long as the facility remains in operation and that the Owners
shall be entitled (except as provided below in this paragraph) to royalty
payments in the amount set forth in Paragraph d of Exhibit A of the Agreement
(two percent of gross revenues) for the sale of Non-product Line Merchandise in
such facility; provided, however, that by execution hereof, Daniel E. Aykroyd
               --------  -------
hereby forever waives, effective July 1, 1993, his right to receive, and forever
releases Tigrett, his assignees, HOB Entertainment, Inc. and its licensees and
sublicensees, from their obligation to pay, the portion of the royalties payable
to Daniel E. Aykroyd pursuant to Paragraph (d) of Exhibit A of the Agreement.
Accordingly, as a result of said release, Judith Belushi Pisano, to the extent
payable, will be entitled to a one percent (1%) royalty pursuant to Paragraph
(d) of Exhibit A of the Agreement and Aykroyd shall be entitled to no royalty
payments pursuant to Paragraph (d) of Exhibit A of the Agreement.

     5. The Owners hereby: (a) assign to House of Blues Brands Corp. any and all
rights they may have in Non-Blues Brothers Marks as of the date of this
Agreement; (b) release any claim they may have to ownership of Non-Blues
Brothers Marks; and (c) agree that operation of Restaurants (including retailing
from adjacent premises) using a Non-Blues Brothers Mark does not violate
Tigrett's or his assignees' agreement not to compete as set forth in section
2(c) of the Agreement.

     6. Nothing in this Amendment is intended to give Tigrett or House of Blues
Brands Corp. ownership of any Blues Brothers Mark or to relieve Tigrett or House
of Blues Brands Corp. of any obligations they may have under the Agreement
except as set forth herein.

     7. Terms used in this Amendment shall have the meanings given to them in
the Agreement.

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any federal or state tax authority inquires or takes any action regarding this
matter.

      9.   Except as expressly set forth in this Amendment, the remaining terms
of the Agreement shall remain in full force and effect.

      10.  The Parties acknowledge that they, along with HOB Entertainment,
Inc., are also parties to a Waiver and Consent pursuant to which Aykroyd and
Pisano are granted certain rights to purchase stock in HOB Entertainment. The
Parties further acknowledge and agree that the stock transfer referred to in
Paragraph 8, above, is in addition to, and not in lieu of or a partial exercise
of, any rights granted to Aykroyd and Pisano in such Waiver and Consent.

      11.  This Amendment may be signed in counterparts, with each counterpart
constituting an original and all counterparts together shall constitute one and
the same instrument.

      12.  Tigrett represents and warrants that he is authorized to execute this
Amendment on behalf of House of Blues Brands Corp.

      13.  This Agreement is executed as of the date hereof, but shall become
effective only upon the Closing.

           IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
as of June 16, 1993.


                                                /s/ Daniel E. Aykroyd
                                                -------------------------------
                                                Daniel E. Aykroyd


                                                /s/ Judith Belushi Pisano
                                                -------------------------------
                                                Judith Belushi Pisano


                                                /s/ Isaac B. Tigrett
                                                -------------------------------
                                                Isaac B. Tigrett


                                                House of Blues Brands Corp.


                                                By: /s/ Isaac B. Tigrett
                                                    ---------------------------
                                                    Isaac B. Tigrett


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