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                                                                   EXHIBIT 10.25


                    THIRD AMENDMENT TO AGREEMENT OF LIMITED
                             PARTNERSHIP AGREEMENT
                       OF HOB MARINA CITY PARTNERS, L.P.


          This Third Amendment to Agreement of Limited Partnership ("Third
Amendment") of HOB Marina City Partners L.P., a Delaware limited partnership
(the "Partnership"), is executed as of the 5th day of January, 2000 by HOB
Marina City, Inc., a Delaware corporation, as General Partner (the "General
Partner").  Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Agreement of Limited Partnership among Platinum
Blues Chicago, L.L.C., an Illinois limited liability company ("Platinum"), HOB
Chicago, Inc., a Delaware corporation ("HOB Chicago"), the General Partner and
Marks Theater Investment, L.L.C., an Illinois limited liability company
("Marks") (and successor-in-interest to Niki Development, Corp.), an Illinois
corporation, dated January 29, 1996, as amended by the First Amendment to the
Agreement of Limited Partnership dated December 20, 1996 and the Second
Amendment to Agreement of Limited Partnership dated as of May 1, 1997 (as
amended, the "Partnership Agreement").

          1.  Recitals
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              (a)  Platinum desires to sell its entire interest as a Limited
Partner of the Partnership (the "Interests") to HOB Chicago;

              (b) the transactions contemplated by that certain Purchase
Agreement in Respect of Limited Partnership Interests dated as of
January 5, 2000 (the "Purchase Agreement"), including this Third Amendment,
have been Approved by the Limited Partners;

              (c) The General Partner consented to the substitution of HOB
Chicago as a Limited Partner in respect of the Interests;

              (d) HOB Chicago desires to purchase the Interests pursuant to
the Purchase Agreement; and

              (e) The General Partner desires to reflect the substitution of
HOB Chicago as a Limited Partner in respect of the Interests by amending the
Partnership Agreement in accordance with Section 3.6 of the Partnership
Agreement.
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        2.  Amendment.  The Partnership Agreement is hereby amended to reflect
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that HOB Chicago shall be substituted as a Limited Partner in respect of the
Interests.  The address of HOB Chicago shall be 6255 Sunset Boulevard, 16th
Floor, West Hollywood, CA  90028.  HOB Chicago's Percentage Interest shall be
64%, which reflects HOB Chicago's original Capital Contribution to the
Partnership along with Platinum's Capital Contribution to the Partnership.

        3.  Other Terms.  Except as specifically modified hereby, all other
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terms, conditions and provisions of the Partnership Agreement shall remain in
full force and effect as of the date hereof.



                                     HOB MARINA CITY, INC.,
                                     as General Partner


                                     By: /s/ Joseph C. Kaczorowski
                                        ---------------------------
                                     Name:   Joseph C. Kaczorowski
                                     Title:

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