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                                                                 EXHIBIT 10.31.1


                                LEASE AMENDMENT

         This Amendment is entered into this 27th of August, 2003 in connection
with the Office Building Lease (hereinafter referred to as "Lease") for that
portion of the building known as BUILDING SEVEN, 27500 RIVERVIEW CENTER BLVD.,
BONITA SPRINGS, FL between RIVERVIEW ASSOCIATES LIMITED PARTNERSHIP (hereinafter
referred to as "Landlord") and SOURCE INTERLINK COMPANIES, INC. (hereinafter
referred to as "Tenant") ;

         WHEREAS, Landlord and Tenant entered into the Lease dated August 9,
2001;

         WHEREAS, Landlord delivered possession of the Premises to Tenant
pursuant to the Commencement Date Certificate on July 1, 2002;

         WHEREAS, Pursuant to Paragraph 37 of the Office Building Lease Landlord
has taken title to the Land from the Ground Lease Landlord and has extinguished
the Ground Lease;

         WHEREAS, Landlord agreed to amortize certain additional fitout costs in
the amount of Two Hundred Eighty-One Thousand Five Hundred Thirty Dollars And No
Cents ($281,530.00), which is in excess of the allowances provided for in
Paragraph 4 of the Office Building Lease. These costs are being amortized over
the term of the Lease at a rate of Six Percent (6%), and shall be payable in
equal monthly installments of Two Thousand Seven Hundred Forty-Seven Dollars and
Thirty-One Cents ($2,747.31);

         WHEREAS, Tenant, pursuant to Paragraph 34 of the Lease, had the option
to lease 10,000 square feet of Rentable Area on the second floor of the Office
Building ("Option Space") within one (1) year of the Commencement Date of the
Lease provided that it provide Landlord with ninety (90) days prior notice;

         WHEREAS, Tenant failed to provide the required notice for the Option
Space but Landlord and Tenant agree to waive the notice requirement and agree
that Tenant shall have the option to lease the Option Space according to the
terms and conditions of Paragraph 34;

         NOW, THEREFORE, for the good and valuable consideration, receipt of
which is hereby acknowledged, and intending to be legally bound hereby the
parties covenant and agree as follows:


         1. PARAGRAPH 1.8 OF THE LEASE IS HEREBY DELETED AND SUBSTITUTED IN LIEU
THEREOF SHALL BE THE FOLLOWING:

         1.8 "PREMISES" From July 1, 2002 until the issuance of a Certificate of
Occupancy for Suite 206 (estimated to be October 1, 2003), Premises means that
certain office space known Floors 3 and 4 which is identified on EXHIBIT D
attached to the Lease (and are the two highest floors in the Office Building),
consisting of approximately 46,312 Usable Square Feet and 50,943 Rentable Square
Feet. From the issuance of a Certificate of Occupancy for Suite 206, Premises
means that certain office space


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known Suite 206 on Floor 2 consisting of approximately 9,665 Usable Square Feet
(subject to adjustment as provided in Section 2.2 below) and 11,202 Rentable
Square Feet which is identified on EXHIBIT D-1 attached hereto PLUS Floors 3 and
4, consisting of approximately 46,312 Usable Square Feet and 50,943 Rentable
Square feet for total Usable Square Feet of 55,977 and total Rentable Square
Feet of 62,145.

         2. PARAGRAPH 1.10 OF THE LEASE IS HEREBY DELETED AND SUBSTITUTED IN
LIEU THEREOF SHALL BE THE FOLLOWING:


                  1.10 "RENTABLE AREA" means the sum of (i) the Usable Square
         Feet, plus (ii) the amount arrived at multiplying the Usable Square
         Feet times the applicable Load Factor which for the purposes of this
         Lease is agreed to be 50,943 square feet for Floor 3 and Floor 4 and
         11,202 square feet for Suite 206 unless adjusted as otherwise provided
         in this Lease.

         3. PARAGRAPH 1.14 OF THE LEASE IS HEREBY DELETED AND SUBSTITUTED IN
LIEU THEREOF SHALL BE THE FOLLOWING:

                  1.14 "USABLE SQUARE FEET" means the number of square feet of
         usable area as determined in accordance with applicable BOMA standards
         in effect as of the Lease Date; provided, however, that any area on a
         floor occupied entirely by a single tenant which would otherwise be
         Interior Common Areas shall instead constitute Usable Square Feet of
         such tenant for all purposes under this Lease. Landlord's architect's
         measurement shall be used, absent manifest error. The parties agree
         that the Useable Square Feet of the Premises is 46,312 for Floor 3 and
         Floor 4 and 9,665 square feet for Suite 206, unless adjusted as
         otherwise provided in this Lease.

         4. PARAGRAPH 4 OF THE LEASE IS HEREBY MODIFIED BY THE ADDITION OF THE
AS FOLLOWING:

     Tenant acknowledges that the Landlord has completed its obligations for
construction for Floor 3 and Floor 4, subject to any incomplete punch list or
warranty item. Landlord agrees to complete, at its own cost and expense, the
Tenant Fitout for Suite 206 as shown on Exhibit D-1 to Building standard as
defined in Exhibit B-3 provided that Tenant may elect to provide the carpet used
(Landlord will install) and shall be credited the sum of $14.00 per square yard
for 1,117 yards for a total credit of $15,638. The Premises shall be deemed
ready for occupancy when the work being performed therein is substantially
completed. The term "substantially completed" shall be construed to mean such
completion as shall enable Tenant to reasonably and conveniently use and occupy
the Premises for the conduct of its ordinary business and a certificate of
occupancy has been issued by the appropriate authority, even though minor
details, decorations and mechanical adjustments (hereinafter referred to as
"Punch List Items") remain to be completed by the Landlord. Within thirty (30)
days of the Premises being substantially completed and the issuance of a
Certificate of Occupancy for Suite 206, Landlord and Tenant shall execute and
deliver to each other a certificate ("Commencement Date Certificate") in the
form attached to the Lease as EXHIBIT E which shall: (i) confirm the
Commencement Date and Termination Date, and such other information as either
party shall reasonably request, and (ii) include a "punch list" of defects of
the Tenant Fitout. Within thirty (30) days following the issuance of a
Certificate of Occupancy for Suite 206 Landlord shall cause the defects set
forth on the punch list in such certificate to be corrected.

         5. PARAGRAPH 5.1 OF THE LEASE IS HEREBY DELETED AND SUBSTITUTED IN LIEU
THEREOF SHALL BE THE FOLLOWING:


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         5.1 From and after the Commencement Date, Tenant agrees to pay to
Landlord annual fixed rent for the Premises (the "Fixed Rent") in an amount per
annum calculated in the manner provided on REVISED EXHIBIT H. Fixed Rent shall
be payable during each Lease Year in equal monthly installments on the first
(1st) day of each calendar month during the Term. At the time that Tenant pays
to Landlord the Fixed Rent, it shall also remit to Landlord any applicable state
sales tax due thereon. If the Commencement Date is a day other than the first
(1st) day of a calendar month, then Fixed Rent and Additional Rent (as hereafter
defined) for (a) any partial calendar month shall be prorated on the basis of
the actual number of days in such month, and (b) the month in which the
Commencement Date occurs shall be payable on the Commencement Date. Fixed Rent
includes an annual allowance equal to the amount arrived at by multiplying (i)
six dollars and fifty cents ($6.50), times (ii) the Rentable Area of the
Premises (the "Operating Expense Allowance"). All Fixed Rent shall be subject to
Florida State sales tax.

         6. Nothing contained in this Amendment, nor the Landlord's acquisition
of title to the Land from the Ground Lease Landlord and related extinguishment
of the Ground Lease, be deemed or construed to affect the Option to Purchase (as
defined in Section 36.1 of the Office Building Lease). Landlord and Tenant
hereby acknowledge and agree that, from and after the date hereof, wherever
Section 36 of the Office Building Lease refers to the Ground Lease such term
shall mean the Ground Lease Land.

         All other terms and conditions of the Lease shall remain in full force
and effect.

         IN WITNESS WHEREOF, the parties have hereunto affixed their hands and
seals the day and year noted below their respective signatures, and the
corporate seals have been duly affixed.


WITNESSES:                                  LANDLORD:

                                            RIVERVIEW ASSOCIATES LIMITED
                                            PARTNERSHIP, a Florida limited
                                            partnership

                                            By: RIVERVIEW ASSOCIATES, L.L.C., a
                                                Florida limited liability
                                                company as its general partner

Witness /s/ Rochelle K. Karch                   /s/ John S. McGarvey
        ----------------------------        ------------------------------------
Print Name        Rochelle K. Karch         By:     John S. McGarvey
           -------------------------           ---------------------------------
                                            Its: Managing Member

Witness /s/ Deborah K. Wattman
       -----------------------------
Print Name    Deborah K. Wattman            DATED: August 27, 2003
          --------------------------              ------------------------------


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WITNESSES:                                  TENANT:


                                            SOURCE INTERLINK COMPANIES, INC.


Witness /s/ Douglas J. Bates                     /s/ Marc Fierman
        --------------------------          ------------------------------------
Print Name: Douglas J. Bates                By: Marc Fierman
                                            Its: Chief Financial Officer

Witness /s/ Thomas Matchett
       ---------------------------
Print Name: Thomas Matchett                 DATED: August 25, 2003
                                                   ---------------