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                                                                   EXHIBIT 10.39

                      THIRD AMENDMENT TO LEASE AGREEMENT


     This Third Amendment to Lease Agreement (the "Third Amendment") is entered
into effective as of November 26th, 1997, between Beni Toledano and Jacqueline
G. Toledano (collectively, the "Landlord") and House of Blues New Orleans
Restaurant Corporation (the "Tenant") formerly known as House of Blues
Partnership Management Corporation.

                                 INTRODUCTION

A.   Beni Toledano, as Landlord, and House of Blues Partnership Management
Corporation, as Tenant, entered into that certain Lease Agreement (the "Lease")
dated October 15, 1992 and effective October 14, 1992, and pertaining to a
portion of the property located at 215-225 Decatur Street in New Orleans,
Louisiana.

B.   The Lease has been amended by that certain Amendment to Lease Agreement
(the "First Amendment") dated and effective as of December 20, 1993, and that
certain Second Amendment to Lease Agreement (the "Second Amendment") dated and
effective as of January 20, 1994.

     In consideration of the terms of this Third Amendment, Landlord and Tenant
do hereby further amend the Lease as follows:

                                   AMENDMENT

1.   Werlein's Building - Additional Facilities. Section 26 of the First
     ------------------------------------------
Amendment permits Tenant to create two openings in the wall on the second floor
between the Demised Premises and the Werlein's Building to connect Tenants'
office and storage facilities to the Demised Premises. Tenant now instead
desires to develop additional dining, bar and club facilities (the "Foundation
Room") on the second floor of the Werlein's Building. Accordingly, Section 26 of
the First Amendment is deleted and the following is substituted in its place:

           "26. Werlein's Building - Wall Openings for Access to
           -----------------------------------------------------
           Foundation Room. Landlord acknowledges that Tenant intends
           ---------------
           to develop additional dining, bar and club facilities (the
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           "Foundation Room") on the second floor of the Werlein's Building.
           Landlord hereby consents to two door-sized openings in the wall
           between the Demised Premises and the Werlein's Building to connect
           the Foundation Room facilities to the Demised Premises. The openings
           shall be on the second floor of the Demised Premises and shall not be
           in either of the two Building stairwells. The locations, plans and
           specifications for the two openings shall be subject to Landlord's
           approval, which approval shall not be unreasonably withheld. The
           connection between the Demised Premises and the Werlein's Building
           permitted pursuant to the terms of this Section 26 may be used
           without restriction by all persons at the Demised Premises, including
           without limitation, Tenant's patrons, employees and the nightclub
           musicians and other performers. Tenant's right to use these openings
           shall terminate on the earlier to occur of (a) the permanent
           termination of the use of the Werlein's building as ancillary
           facilities or (b) the termination of this Lease. Upon the termination
           of Tenant's right to use these openings, Tenant shall close the
           openings in accordance with the requirements described below in
           Section 27."

2.   Werlein's Building - Wall Openings. Section 27 of the First Amendment
     ----------------------------------
addresses the two openings originally contemplated by Tenant for office and
storage facilities. The two openings will now be used for the Foundation Room
facilities. Accordingly, Section 27 of the First Amendment is deleted and the
following is substituted in its place:

           "27. Werlein's Building - Wall Openings. Other than the two openings
           ---------------------------------------
           for the Foundation Room facilities described above in Section 26, the
           one opening for the electrical line described above in Section 20 and
           the two openings to connect the kitchen facilities described above in
           Section 13, Tenant shall not make any openings in the wall separating
           the Building and the Werlein's Building without Landlord's prior
           written consent, which consent shall not be unreasonably withheld.
           All openings made by Tenant in the wall separating the Building and
           the Werlein's Building shall be equipped with doors if and as
           required by applicable law. Upon the termination of Tenant's right to
           use an opening in accordance with the terms of Sections 13, 20 or 26,
           Tenant, at its sole cost and expense, shall reinstall the brick
           infill, provide appropriate safety and building code separations
           between the buildings and perform all other work required by
           governmental authorities as a condition to obtaining permits and
           other approvals for the elimination of the openings, including work
           necessitated by building codes. The provisions of this Section 27
           shall survive the termination of the Lease."

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3.   Utilities: Paragraph 2 of Section 8.5 of the Original Lease contemplates
     ---------
     the installation of a trash chute. Due to changes in the architectural
     plans of Tenant, a trash chute was not installed as originally
     contemplated. Additionally, Landlord requires space to install a water
     pressure pump within the Demised Premises. Accordingly, Paragraph 2 of
     Section 8.5 of the Original Lease is deleted and the following are
     substituted in its place:

           "Landlord and Landlord's other tenants in the remainder of the
           Building shall have the right to dispose of their trash in the alley
           elevator, on a daily basis between the hours of 6:00 a.m. and noon,
           by placing it inside a container designated for that purpose by the
           House of Blues. The responsibility and cost of the daily trash
           removal and for the cleanliness and maintenance of the container
           shall be borne by Tenant.

           Tenant shall provide Landlord with a space within Tenant's gas meter
           room to install Landlord's water pressure pump. Water pressure pump
           is to be installed at Landlord's expense."

4.   Exhibit C: The following amendments are made to Exhibit C:
     ---------

a)   Paragraph C (14) of Exhibit C is deleted.

b)   Paragraph C (15) of Exhibit C is supplemented with the following:

           "Tenant agrees to install the following additional sound attenuation
           measures:

           The soundproofing caulking at the perimeter of the suspended ceiling
           above the "Club" area, shall be examined and if necessary, cut out
           and re-caulked with a soundproofing, non-hardening type of caulking,
           to fill in all openings and cracks which may be a source of "flanking
           path" sound generation.

           Tenant shall permanently shut the windows in the green room and
           catwalk areas by installing either another set of windows or
           plexiglass.

           Tenant shall install a rubber material to sound isolate all audio
           speakers and audio monitors throughout the Demised Premises
           (including those on the stage) in order to prevent them from
           transmitting sound and vibrations to the wooden columns."

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5.   Miscellaneous. The parties hereby confirm and ratify the Lease, as amended
     -------------
by the First Amendment, the Second Amendment and this Third Amendment. Except as
otherwise amended by the First Amendment, the Second Amendment and this Third
Amendment, the Lease shall remain in full force and effect. Terms that are not
otherwise defined in this Third Amendment shall have the meaning ascribed to
them in the Lease, the First Amendment or the Second Amendment, as the case may
be.

WITNESS:                                 LANDLORD:

/s/ Esther White                          /s/ Beni Toledano
----------------------                   ---------------------------------
                                              Beni Toledano

[ILLEGIBLE SIGNATURE]                     /s/ Jacqueline G. Toledano
----------------------                   ---------------------------------
                                              Jacqueline G. Toledano

WITNESS:                                 TENANT:
                                         House of Blues New Orleans
                                         Restaurant Corporation
[ILLEGIBLE SIGNATURE]
----------------------
                                         By: /s/ Bob Baxter
[ILLEGIBLE SIGNATURE]                       ------------------------------
----------------------
                                         Title:  Vice President
                                               ---------------------------



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