<PAGE>

                                                                   EXHIBIT 10.20

<TABLE>
<S><C>
                                                                      FOR COUNTY USE ONLY
                       -------------------------------------------------------------------------------------------------
                        E      New              Vendor Code                Dept.               Contract Number
                          ----
                        M      Change
                          ----
    [LOGO]              X      Cancel                              SC     CCP     A
                       --------------------------------------------------------------------------------------------------
                        County Department                            Dept.    Orgn.       Contractor's License No.
                        Community & Cultural Resources               CCP
                       --------------------------------------------------------------------------------------------------
                        County Department Contract Representative      Ph. Ext.               Amount of Contract
                        Kevin G. Thomas                                387-2577
                       --------------------------------------------------------------------------------------------------
 County of San           Fund     Dept.     Organization    Appr.    Obj/Rev Source  Activity    GRC/PROJ/JOB Number
   Bernardino            AAA     CCP
                       --------------------------------------------------------------------------------------------------
      FAS                       Commodity Code                       Estimated Payment Total by Fiscal Year
                                                                 FY       Amount      I/D      FY        Amount
CONTRACT TRANSMITTAL                                       I/D
                       ----------------------------------
                                 Project Name
                                                           ----------  -----------  -------- ---------  ---------- -----
                            Renaissance Pleasure
                          ------------------------         ----------  -----------  -------- ---------  ---------- -----
                            Faire
                          ------------------------         ----------  -----------  -------- ---------  ----------- -----
                       --------------------------------------------------------------------------------------------------

CONTRACTOR     Renaissance Entertainment Corporation
              -----------------------------------------------------------------------------------------------------------

Birth Date                                            Federal ID No. or Social Security No.
         ---------------------------------------------                                     ------------------------------
Contractor's Representative     J. Stanley Gilbert
                                -----------------------------------------------------------------------------------
Address    275 Century Circle, Suite 102  Louisville, CO 80027                                   Phone     (303) 664-0300
          --------------------------------------------------------------------------------------          ---------------

Nature of Contract:  (BRIEFLY DESCRIBE THE GENERAL TERMS OF THE CONTRACT)


Lease with Renaissance Entertainment Corporation commencing on July 1, 2000 and
concluding on December 31, 2010 whereby the County leases a portion of Glen
Helen Regional Park primarily for the purpose of holding the annual Renaissance
Pleasure Faire.

(ATTACH THIS TRANSMITTAL TO ALL CONTRACTS NOT PREPARED ON THE "STANDARD
CONTRACT" FORM.)

------------------------------------------------------------------------------------------------------------------------------------
Approved as to Legal Form                      Reviewed as to Contract Compliance            Reviewed for Processing


>     See attached signature page                                                            >
---------------------------------------------  --------------------------------------------  ---------------------------------------
County Counsel                                                                               Agency Administrator/CAO

Date                                           Date                                          Date
      ---------------------------------------       ---------------------------------------        ---------------------------------
</TABLE>

<PAGE>









                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
PARAGRAPH                                                                   PAGE
---------                                                                   ----
<S>      <C>                                                                 <C>
1.       Purpose                                                             2

2.       Premises                                                            2

3.       Term of Lease                                                       4

4.       Rent                                                                5

5.       On-Site Coordinators and Inspection/Evaluation                      16

6.       Permits and Approval                                                17

7.       Concessions                                                         18

8.       Alcohol, Merchandise and Services                                   19

9.       Public Hours of Operation                                           19

10.      Utilities                                                           20

11.      Sanitation                                                          20


12.      Premises Maintenance                                                21

13.      Use of County Equipment and Labor                                   22


                                  i
<PAGE>


14.      Insurance and Indemnification                                       23

15.      Advertising                                                         26

16.      Park Signage                                                        27

17.      Conduct                                                             27

18.      First Aid                                                           27

19.      Complimentary Tickets                                               28

20.      Private Security                                                    28

21.      Assignment and Subletting                                           28

22.      Business Plan                                                       32

23.      Noncompetition and Scheduling of                                    33
         Other Events

24.      Modification of Premises                                            33

25.      Building Damage Provisions                                          38

26.      Violation of Lease                                                  39

27.      Attorney's Fees                                                     41

28.      Notice                                                              41

                                  ii
<PAGE>


29.      Designation                                                         43

30.      Taxes                                                               43

31.      Release of Information                                              44

32.      Lease Interpretation                                                44

33.      Captions                                                            45

34.      Provisions are Covenants and Conditions                             45

35.      Consent                                                             45

36.      Exhibits                                                            45

37.      Law                                                                 45

38.      Jury Trial Waiver                                                   45

39.      Easements, Trusts and Warranties                                    46

40.      Miscellaneous                                                       47

         EXHIBITS:

         "A"      Lease Premises

         "B"      Description of Renaissance Pleasure Faire

         "C"      Traffic Management Plan

                                  iii
<PAGE>


         "D"      Conditional Use Permit

         "E"      Business Plan

         "F"      Conduct Guidelines

         "G"      Complimentary Tickets

         "H"      Consent to Hypothecation

         "I"      As-Built Plans
</TABLE>

                                  iv
<PAGE>

                              SAN BERNARDINO COUNTY

                   COMMUNITY AND CULTURAL RESOURCES DEPARTMENT

                             REGIONAL PARKS DIVISION


                            GLEN HELEN REGIONAL PARK

                           RENAISSANCE PLEASURE FAIRE

         This is a lease agreement ("Lease") between the County of San
Bernardino, a political subdivision of the State of California ("COUNTY") as
landlord and Renaissance Entertainment Corporation, a Colorado corporation,
("TENANT" or "REC") as tenant, collectively referred to as the "PARTIES".

         WHEREAS, the Renaissance Pleasure Faire ("FAIRE") provides a
significant beneficial attraction to Glen Helen Regional Park ("PARK"); and,

         WHEREAS, the PARTIES desire to continue holding the FAIRE at the PARK;
and,

         WHEREAS, TENANT desires the benefit of having permanent structures for
the Faire and other events at the PARK; and,

         WHEREAS, TENANT has agreed to hold additional events at the PARK; and,

         WHEREAS, the PARTIES agree that TENANT will make certain improvements
to the PARK, all of which are to be completed by June 30, 2004; and,

         WHEREAS, the PARTIES agree that the rental fee structure shall provide
for lower rental fees for the first five years of the Lease, subject to TENANT'S
compliance with the approved Business Plan and Conditional Use Permit;

         NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained, it is mutually agreed as follows:


                                  1
<PAGE>



1.       PURPOSE: The purpose of this Lease is to allow the TENANT to improve
the leased areas of the PARK ("Premises"), and to hold at the Premises, the
FAIRE (described in Exhibit B) and other events throughout the year, which will
be open to the general public for an agreed upon fee that will not be
unreasonable. TENANT may also use the Premises for miscellaneous other events,
including, but not limited to, group/corporate picnics and television/movie
filming, with the prior consent of the COUNTY. The Premises may not be used for
any purpose without the prior consent of the COUNTY.

2.       PREMISES:

         A. COUNTY hereby leases to TENANT and TENANT leases from COUNTY that
portion of Glen Helen Regional Park ("Park") designated as Areas (B), (C) and
(D) of the "Premises" on Exhibit A. TENANT accepts the Premises in its existing
condition, and must provide all maintenance, repair and replacement on grounds
and structures contained therein. Unless otherwise provided herein, TENANT will
return Premises to COUNTY at the end of this Lease, whether by termination or
expiration, in like condition, excepting the addition of improvements and normal
wear and tear.

                  (1) TENANT may use that portion of the Premises shown as Area
(C) on Exhibit A for not more than three (3) recreational vehicles year round.

         B. License Areas. COUNTY grants TENANT a license to use the old
administration building as shown on Exhibit A, through November 30, 2000.

                  (1) COUNTY grants TENANT a license to use the existing Park
Entrance Gate, and in exchange, TENANT shall pay COUNTY for the loss of use of
the front entry, including the loss of value of the existing structure and the
reasonable cost to relocate the entry gate, as determined by COUNTY.


                                  2
<PAGE>

                  (2) TENANT is granted a license to use that portion of the
License Areas shown on Exhibit A as "Faire Parking" as parking lots for the
Faire and Large Events ("Large Event" is defined in Paragraph 4.C.) and other
events as approved by the COUNTY. The use of any/all parking lots for events
other than the Faire and Large Events must have the prior approval of the COUNTY
after coordination with the operator of the Park's amphitheater. The use of the
Faire Parking is also subject to the Traffic Management Plan, which shall be
provided by the TENANT, and shall be attached to this Lease as Exhibit C.

         C. TENANT may contact COUNTY with a request for additional Park camping
ninety (90) days before the requested use date but TENANT will not have priority
for such use. TENANT's request shall set forth the amount of space requested and
may contain a request for an estimated cost for use of additional areas. TENANT
shall pay the current rate set forth in the COUNTY Code (or fair market value if
none is set in the COUNTY Code) for any such camping areas made available for
its use.

         D. PARKING LOT CONTROL: TENANT shall control and direct the movement of
all vehicles, persons and animals in and around all parking lots used by the
TENANT. Such control and direction shall include, but is not limited to,
providing all necessary personnel to safely control and direct all such
vehicles, persons and animals into and out of the parking lots and the Faire,
and placing directional signs and barriers for all access points, traffic lanes
and pedestrian walk ways to and from the parking lots and Faire. TENANT shall
not permit any vehicle, person or animal to cross over the flood control levies
or other portions of the PARK or parking lots not designated by TENANT for such
use.

         E. GLEN HELEN PARKWAY FAIRE PARTICIPANT CROSSING: The Glen Helen
Parkway Faire Participant crossing shall also be covered in the Conditional Use
Permit, which shall be attached to this Lease as Exhibit D.



3.       TERM OF LEASE:


                                   3
<PAGE>


         A. INITIAL TERM: The initial term of this Lease shall be for ten (10)
years, commencing on July 1, 2000, and ending on December 31, 2010 ("initial
term"), unless terminated sooner, or extended as provided herein.

                  (1) During the initial term, the Faire shall be open to the
public on a maximum of eleven (11) weekends, including Memorial Day and a
minimum of eight (8) weekends, including Memorial Day. TENANT shall submit to
COUNTY by December 31st of each previous year dates for the upcoming year's
Faire.

                  (2) During the initial term, TENANT will present other events
as set forth in the Business Plan (Exhibit E), which shall be updated annually.

         B. OPTION FOR EXTENDED TERMS: TENANT is granted the option to extend
the term on all of the provisions contained in this Lease, except for rent, for
two (2) five (5) year periods ("extended term[s]") following expiration of the
initial term. As consideration for the option for each extended term, TENANT
must pay an option fee ("Option Fee") of Five Thousand Dollars ($5,000.00) at
the time of exercising its option for an extended term. TENANT must give notice
of the exercise of the option ("Option Notice"), concurrently pay the Option Fee
and submit a Business Plan (as defined in Paragraph 22, BUSINESS PLAN) for the
extended term to COUNTY at least twelve (12) months but not more than eighteen
(18) months before the expiration of the then existing term. In the event TENANT
fails to timely give COUNTY the Option Notice or pay the Option Fee or provide
the Business Plan, COUNTY agrees to notify TENANT of the deficiency of the
exercise of the option. TENANT shall have five (5) calendar days from receipt of
the COUNTY notice to give the COUNTY the Option Notice and/or pay the Option
Fee, and/or submit the Business Plan, or TENANT shall lose any/all remaining
options for extended terms and this Lease shall automatically terminate at the
end of the then existing term. If TENANT is in default on the date of giving the
Option Notice, the Option Notice will be totally ineffective. If TENANT is in
default on the date an extended term is to commence, the extended term will not
commence and this Lease will expire at the end of the then existing term. Upon
proper exercise of the option, the COUNTY will prepare an amendment to this
Lease for approval and execution by TENANT and the COUNTY's Board of
Supervisors. TENANT shall have no other right to extend the term beyond the
above extended terms.


                                  4
<PAGE>

4.       RENT:

         A. MINIUMUM MONTHLY RENT: On the first day of each month of this Lease,
commencing with July 1, 2000, TENANT shall pay to COUNTY as minimum monthly
rent, without deduction, setoff, prior notice or demand, the greater of the sum
of seven thousand five hundred dollars ($7,500.00) or the rents due under the
remaining subparagraphs of this paragraph.

         B. For the Faire, TENANT agrees to pay to COUNTY the following rent for
use of the Premises:

         2001 or year 1 - 4.0% of gross revenues, with a guaranteed minimum of
$155,000 on rents paid to COUNTY from the Faire.

         2002 or year 2 - 4.5% of gross revenues, with a guaranteed minimum of
$180,000 on rents paid to COUNTY from the Faire.

         2003 or year 3 - 5.0% of gross revenues, with a guaranteed minimum of
$205,000 on rents paid to COUNTY from the Faire.

         2004 or year 4 - 5.5% of gross revenues, with a guaranteed minimum of
$230,000 on rents paid to COUNTY from the Faire.

         2005 or year 5 - 6.0% of gross revenues, with a guaranteed minimum of
$255,000 on rents paid to COUNTY from the Faire.

         2006 or year 6 - 6.5% of gross revenues, with a guaranteed minimum of
$280,000 on rents paid to COUNTY from the Faire.


                                  5
<PAGE>

         2007 or year 7 - 7.0% of gross revenues, with a guaranteed minimum of
$305,000 on rents paid to COUNTY from the Faire.

         2008 or year 8 - 7.0% of gross revenues, with a guaranteed minimum of
$330,000 on rents paid to COUNTY from the Faire.

         2009 or year 9 - 7.0% of gross revenues, with a guaranteed minimum of
$355,000 on rents paid to COUNTY from the Faire.

         2010 or year 10 - 7.0% of gross revenues, with a guaranteed minimum of
$380,000 on rents paid to COUNTY from the Faire.

         Extended Term(s) - First Option period: 7.5% of gross revenues, with a
guaranteed minimum of $400,000 on rents paid to COUNTY from the Faire.

                            Second Option period: 8% of gross revenues, with
a guaranteed minimum of $500,000 on rents paid to COUNTY from the Faire.

                  (1) In the event the Faire is closed for all or
substantially all of the day for more than two (2) days due to rain,
vandalism, loss of utilities or other good cause as agreed upon by the
COUNTY, the above guaranteed minimums shall be reduced by five percent (5%)
each day beyond two (2) days that the Faire is closed due to such causes.

         C. ADDITIONAL EVENTS: Activities and/or events other than the FAIRE,
approved by the COUNTY as described in TENANT's Business Plan. TENANT will pay
rent in the same percentage of gross revenues as set forth in Subparagraph 4.B.
for the year in which the gross revenue is earned.

                  (1) If a Large Event (defined as an event lasting more than
three (3) consecutive days and/or on two (2) or more consecutive weekends) is
scheduled for more than six (6) consecutive days and/or four (4) or more
consecutive weekends is closed for all or substantially all of the day for more
than two (2) days total due to rain, vandalism, loss of


                                  6
<PAGE>

utilities or other good cause as agreed upon by the COUNTY, the above
guaranteed minimums shall be reduced by five percent (5%) for each day beyond
two (2) days that the Large Event is closed due to such causes.

                  (2) If a Large Event scheduled to last less than six (6)
consecutive days and/or less than four (4) consecutive weekends is closed for
all or substantially all of the day for more than one (1) day due to rain,
vandalism, loss of utilities or other good cause as agreed upon by the COUNTY,
the above guaranteed minimums shall be reduced by five percent (5%) for each day
beyond one (1) day that the Large Event is closed due to such causes.

         D. MINIMUM ANNUAL RENT: In the event that the total amount of rent paid
by TENANT in any calendar year ("Total Rent Paid") does not meet or exceed the
minimum annual rent ("Minimum Annual Rent") for that calendar year set forth on
the following schedule, then the TENANT shall pay COUNTY by February 1 of the
next calendar year an amount equal to the difference between the Total Rent Paid
and the Minimum Annual Rent due.

<TABLE>
<CAPTION>
              CALENDAR YEAR                                                MINIMUM ANNUAL RENT
<S>                                                                             <C>

                  2001                                                          $224,500.00
                  2002                                                          $249,500.00
                  2003                                                          $274,500.00
                  2004                                                          $299,500.00
                  2005                                                          $324,500.00
                  2006                                                          $349,500.00
                  2007                                                          $374,500.00
                  2008                                                          $399,500.00
                  2009                                                          $424,500.00
                  2010                                                          $449,500.00

                  FIRST EXTENDED TERM

                  2011                                                          $500,000.00
                  2012                                                          $550,000.00
                  2013                                                          $600,000.00


                                  7
<PAGE>

                  2014                                                          $650,000.00
                  2015                                                          $700,000.00

                  SECOND EXTENDED TERM

                  2016                                                          $750,000.00
                  2017                                                          $800,000.00
                  2018                                                          $850,000.00
                  2019                                                          $900,000.00
                  2020                                                          $950,000.00
</TABLE>


         E. DEFINITIONS: The term "gross revenue(s)" as used in this Lease is
defined as all money, cash, receipts, assets and property or other things of
value received in lieu of cash (but excluding bona fide donations and
co-promotion payments on TENANT's behalf or promotional ticket exchanges),
including but not limited to advance ticket sales, advance group sales,
participant ticket sales, ticket agencies, gate admissions, beverage sales,
catering, crafts and games activities, merchandise, miscellaneous event income,
camping fees, parking fees, or other gross charges, sales, rentals, fees and
commissions made or earned and all gross sums received or earned by TENANT, his
assignees, or successors in interest, whether collected or accrued, from any
business, use or occupation, or any combination thereof, originating, transacted
or performed, in whole or in part, on the Premises. This will include, but not
be limited to, rental, the rendition or supplying of services, and the sale of
goods, wares or merchandise, or devices of any nature; less sales and excise
taxes applicable thereto, required to be collected by TENANT, his assignees or
successors in interest in connection with the rendering or supplying of
services, goods, wares or merchandise. There shall be no deduction from gross
revenues of any overhead or cost or expense of operation, such as, but without
limitation to salaries, wages, cost of goods, interest, debt amortization,
discount, collection, insurance and taxes, except as specifically provided for
herein. Gross revenues shall include the amount of any manufacturer's or
importer's excise tax included in the prices of any property or material sold,
even though the manufacturer or importer is also the retailer thereof; and it is
immaterial whether the amount of such excise tax is stated as a separate charge.
Gross revenues, however, shall not include Federal, State, Municipal or other
taxes collected from the consumer (regardless of whether the amount thereof is
stated to the consumer as a separate charge) and paid periodically by TENANT to
a governmental agency, accompanied by a tax

                                   8
<PAGE>

return or statement; but the amount of such taxes shall be shown on the oboks
and records elsewhere herein required to be maintained. Gross revenues shall
not include credit card and bad debt charges unless actually collected.

         F. SECURITY DEPOSIT:


                   (1) Prior to Saturday, July 1, 2000, TENANT shall deposit
into an escrow account with instructions that the sums shall be placed in an
interest bearing account in an F.D.I.C or F.S.L.I.C. institution to be withdrawn
only by COUNTY the amount of twenty-two thousand five hundred and 00/100 Dollars
($22,500.00). Prior to Monday, July 2, 2001, TENANT shall deposit into an escrow
account with instructions that the sums shall be placed in an interest bearing
account in an F.D.I.C or F.S.L.I.C. institution to be withdrawn only by COUNTY,
the amount of twenty-two thousand five hundred and 00/100 Dollars ($22,500.00)
for a total security deposit of forty-five thousand dollars ($45,000.00). TENANT
may not take possession of the Premises and/or License Areas until the security
deposit is made. The COUNTY retains the right to review this deposit at any time
during the term of this Lease, and TENANT agrees to maintain the initial amount
required as a security deposit and pay any increase in damage/clean-up deposits
determined by COUNTY.

                   (2) If TENANT defaults in payment of rent or any of the
terms, provisions, covenants and conditions of this lease, COUNTY may use,
apply, or retain the whole or any part of this security for the payment of any
rent in default or for any other sum which the COUNTY may spend or be required
to spend by reason of TENANT's default.

                   (3) Should TENANT fully and faithfully comply with all the
terms, provisions, covenants and conditions of this lease, the security or any
balance of the security shall be returned to TENANT at the expiration of the
lease term, including option periods.

                   (4) In the event COUNTY uses part or all of the security
deposit as provided herein, TENANT shall replenish the security deposit in the
amount used within ten (10) days of notice from COUNTY.


                                   9
<PAGE>

         G. METHOD AND TIME OF PAYMENT: Payment of all fees shall be made by
certified cashier's check, money order or TENANT's check only, directly to the
COUNTY's Regional Parks Division ("Division"). In the event any check issued by
TENANT is dishonored by a bank on which it is drawn as a result of insufficient
funds, then all further payments due hereunder shall be due by money order or
certified cashier's check. Partial prepayments and final payment of the Faire
rents will be due on the following dates. In the event the total rent due for
the Faire is less than the total prepayments made, COUNTY shall reimburse TENANT
the overpayment within ninety (90) days of COUNTY receipt of the accounting
report of Subparagraph 4.K. In the event the Faire is closed for all or
substantially all of any day due to rain, vandalism, loss of utilities or other
good cause as agreed upon by the COUNTY, TENANT may, after notice to COUNTY,
delay payments required during the Faire and due to COUNTY, by one (1) week.

<TABLE>
<CAPTION>
                  (1)      FAIRE RENT PAYMENTS:
<S>                                                                    <C>
                  Year 1, 2001:
                           May 15, 2001                                $50,000
                           June 15, 2001                               $50,000
                           July 15, 2001                               $55,000
                           Last Monday in October 2001                 Remainder of balance of 4.0% of gross revenues.
                  Year 2, 2002:
                           May 15, 2002                                $60,000
                           June 15, 2002                               $60,000
                           July 15, 2002                               $60,000
                           Last Monday in October 2002                 Remainder of balance of 4.5% of gross revenues.

                  Year 3, 2003:
                           May 15, 2003                                $68,000
                           June 15, 2003                               $68,000
                           July 15, 2003                               $69,000
</TABLE>

                                   10


<PAGE>

<TABLE>
<S>                                         <C>
         Last Monday in October 2003        Remainder of balance of 5.0% of gross revenues.

Year 4, 2004:
         May 15, 2004                                $76,000
         June 15, 2004                               $76,000
         July 15, 2004                               $78,000
         Last Monday in October 2004        Remainder of balance of 5.5% of gross revenues.

Year 5, 2005:
         May 15, 2005                                $85,000
         June 15, 2005                               $85,000
         July 15, 2005                               $85,000
         Last Monday in October 2005        Remainder of balance of 6.0% of gross revenues.

Year 6, 2006:
         May 15, 2006                                $93,000
         June 15, 2006                               $93,000
         July 15, 2006                               $94,000
         Last Monday in October 2006        Remainder of balance of 6.5% of gross revenues.

Year 7, 2007:
         May 15, 2007                                $101,000
         June 15, 2007                               $101,000
         July 15, 2007                               $101,000
         Last Monday in October 2007        Remainder of balance of 7.0% of gross revenues.

Year 8, 2008:
         May 15, 2008                                $110,000

                                       11

<PAGE>

         June 15, 2008                               $110,000
         July 15, 2008                               $110,000
         Last Monday in October 2008        Remainder of balance of 7.0% of gross revenues.

Year 9, 2009:
         May 15, 2009                                $118,000
         June 15, 2009                               $118,000
         July 15, 2009                               $119,000
         Last Monday in October 2009        Remainder of balance of 7.0% of gross revenues.

Year 10, 2010:
         May 15, 2010                                $126,000
         June 15, 2010                               $126,000
         July 15, 2010                               $128,000
         Last Monday in October 2010        Remainder of balance of 7.0% of gross revenues.
</TABLE>

Extended term(s):

                           Payment schedule for extended term(s) will be similar
to the payment schedule in the initial term.

         H. LATE PAYMENT PENALTIES: If any rent payment is not received when
due and payable, or postmarked when due and payable and received within ten
(10) days thereafter, TENANT must pay to COUNTY an additional two hundred and
00/100 dollars ($200.00) each as an administrative processing charge. COUNTY
will send notification if payment is not received when due and payable. The
parties agree that this late charge represents a fair and reasonable estimate
of the costs that COUNTY will incur by reason of late payment by TENANT.
Acceptance of a late charge will not constitute a waiver of TENANT's default
with respect to the overdue amount nor prevent COUNTY from exercising any of
the other rights and remedies available to COUNTY. Lease fees not paid when
due will bear

                                       12

<PAGE>

simple interest from the date due until paid in full at the rate of five
hundredths percent (0.05%) per day.

         I.       RECORDS AND ACCOUNTS:

                  (1). RECORDS AND ACCOUNTS: TENANT covenants and agrees that
it will, at all times during the term of this Lease, keep or cause to be kept
at the Premises or other place agreed upon by COUNTY, true and complete
books, records, and accounts of all financial transactions relating to gross
revenues and from which gross attendance can easily and readily be
determined. During and following the run of an event, records and accounts
must be kept on site until thirty (30) days after TENANT submits its
financial statement (as described in Subparagraph 4.K.(2)) of the event. The
records must be supported by documents from which the original entry of the
transaction was made, including sales slips and/or cash register tapes.

                  (2). RECORDATION OF SALES: All sales and charges must be
recorded by means of sales invoices, tickets or cash registers which display
to the customer the amounts of the transactions and either physically or
automatically issue receipts certifying the amounts recorded. The approved
forms or devices used in the recording of cash or charge sale transactions
are as follows:

                           (a) CASH REGISTERS: Cash registers must be of a
type that display to the customer the amount of each transaction if space
permits. The register must be equipped with devices which lock in sales
total, transaction records, and with counters which can not be re-set and
which record on tapes the transaction numbers and sales details. Cash
register readings must be recorded by TENANT at the beginning and end of each
business day.

                           (b) CASH RECEIPT AND CHARGE SALES BOOK: Cash
receipt and charge sales books must be of the type that is electronically
printed progressively or pre numbered by the system or manufacturer of said
books; and the amounts of each transaction, to include the sales tax amount,
must be recorded on the original and all copies thereof. The customer must be
given a copy of the sales receipt that clearly records the total amount of
the

                                       13

<PAGE>

transaction. Sales must be recorded consecutively, one after the other, and
the beginning and ending number of the receipt books must be duly recorded at
the end of each business day.

                           (c) CASH TICKETS: Cash tickets may be used in
conjunction with all admission charges, and must be of a type that is
electronically printed progressively or pre-numbered by the manufacturer or
system. The price of the tickets both for adults and children, must be
printed on each ticket. Tickets may be procured by the customer from a
cashier's booth or station. TENANT must, at the end of each business day,
record the tickets sold for that day's business. All tickets must be sold
consecutively, in numerical order, one after the other. Alternatively, TENANT
may utilize an electronic debit card system rather than printed tickets, duly
recorded each day.

                  (3). INSPECTION OF RECORDS: All books, records, and
accounts of every kind or nature kept by TENANT, agents or employees,
licensees, or concessionaires, relating to the gross revenues, referred to
herein as "Books and Records", must at all times be open and made available
for inspection or audit by COUNTY, its agents or employees, upon request. The
expense of the inspection to be borne by COUNTY. COUNTY will make reasonable
efforts to give TENANT 48 hours' notice of inspection of records.

                  (4). AUDIT: COUNTY has the right to during the term of this
Lease and for three (3) years after the expiration of this Lease, to audit,
at no cost to TENANT except as hereinafter provided, the Books and Records
for the purpose of verifying the payments required to be paid to COUNTY
hereunder. In the event that any such audit shows that TENANT understated
gross revenues by more than five percent (5%), the reasonable cost of that
audit shall be paid by TENANT within ten (10) days after the audit report is
furnished to TENANT. Additionally, within such ten (10) days, TENANT must pay
to COUNTY the full amount of any underpayment demonstrated by such audit,
together with interest on the amount of such underpayment at the rate of five
hundredths percent (0.05%) per day from the original due date of the
underpayment until the underpayment is paid in full. COUNTY reserves the
right to install any accounting devices or machines, with or without
personnel, for the purpose of accounting or audit. Books and Records must be
maintained and safeguarded by TENANT for a period of four (4) years from and
after the date of the latest entry into such book, record or account.

                                       14

<PAGE>

         J. COMPLIANCE COVENANT: TENANT covenants that it will comply with,
and ensure that all of its agents, employees, sub-concessioners and vendors,
comply with the foregoing requirements.

         K. ACCOUNTING REPORT:

                  (1) TENANT shall submit to COUNTY on or before 5:00 p.m.,
on the second Friday in September of each year a financial statement which
includes the following information about the Faire: attendance (by type of
ticket), gross revenue, all expenditures and expenses, and net income from
the Faire.

                  (2) TENANT shall submit to COUNTY no later than thirty (30)
days after the close of each Event a financial statement which includes the
following information about the Event: attendance (by type of ticket), gross
revenue, all expenditures and expenses, and net income from the Festival.

                  (3) TENANT shall submit to COUNTY on or before 5:00 p.m.,
February 1 of each calendar year a financial statement which includes the
following information about all operations of the TENANT at the Park pursuant
to this Lease: attendance (by type of ticket), gross revenue, all
expenditures and expenses, and net income from the operations.

5.       ON-SITE COORDINATORS AND INSPECTION/EVALUATION:

         A. COUNTY's ON-SITE COORDINATOR: The COUNTY herein designates, and
TENANT agrees to accept the Park Superintendent, and/or Assistant Park
Superintendent or Division's designee as On-Site Coordinators for all events
on the Premises. TENANT agrees that the On-Site Coordinators shall designate
areas of the Premises for specific uses and restrictions. As On-Site
Coordinators, he/she shall also review for approval the Site Layout Plan,
which will not be unreasonably withheld.

                                       15

<PAGE>

         B. TENANT's ON-SITE COORDINATOR: TENANT agrees to designate the
General Manager to serve as the TENANT's On-Site Coordinator in regards to
maintenance/operations, set up, take down and renovation of events. The
TENANT's General Manager shall work closely with COUNTY's On-Site
Coordinators on day-to-day problems, which may occur.

         C. INSPECTION/EVALUATION: COUNTY may make a detailed and formal
inspection and evaluation at regular intervals to insure compliance with this
Lease by TENANT. Each such inspection will be followed by a report in
writing, with a copy given to TENANT. Satisfactory inspections/evaluations
will be an integral part of COUNTY's decision regarding Lease extensions.
TENANT agrees to notify COUNTY of any inspection conducted by other County,
State, and Federal agencies so that a Division staff member may be present.

6.       PERMITS AND APPROVALS:

         A. TENANT shall obtain, maintain, and, if required, pay for all
necessary permits, licenses and approvals from applicable federal, state, and
local agencies, including, but not limited to the County Building and Safety,
County Planning, Sheriff's Office (security), County Environmental Health
Services (sanitation, food/drink), California Highway Patrol, (traffic),
CALTRANS (freeway access), County Transportation (roadways), Alcoholic
Beverage Control Board (liquor licenses), and the California Division of
Forestry and State Fire Marshals office; as required for any use allowed
herein by COUNTY. TENANT shall send copies of all written permits, licenses,
and approvals required for public assembly to the County's Regional Parks
Division within 72 hours of TENANT's receipt, but not later than Friday, 12
noon, prior to the opening weekend of the event. In the event any such
permit, license and/or approval is given to TENANT orally, TENANT shall
notify the COUNTY of all essential elements of such oral permit, license
and/or approval, and provide COUNTY a copy of the written permit, license,
and/or approval when and if a written copy becomes available. Failure to
comply with this provision shall constitute a default by TENANT, subject to
termination under the terms of this Lease.

         B. TENANT agrees to comply with the Glen Helen Regional Park Master
Plan and Environmental Impact Report as approved by the County Board of
Supervisors (on or about July

                                       16

<PAGE>

14, 1986) and all conditions of such approval, which (among other things)
include an attendance limitation of 16,800 at any given time during the day.
A copy of those plans are available for review in the Regional Parks Division
Office. In the event TENANT elects to make application for a change in the
ceiling of 16,800 persons per day, the Regional Parks Division shall take all
steps necessary to assist TENANT in such application.

                  (1) In the event the construction of any improvements to
the Park or the roads around the Park for the amphitheater allow the TENANT's
attendance limitation to increase to over 20,000 persons at any time, TENANT
agrees that it will limit its attendance to 20,000 persons at any time on
those dates when there is a scheduled event at the Park amphitheater.

         C. TENANT understands and agrees that approval by COUNTY of this
Lease does not in any way indicate that the COUNTY approves or shall be
required to approve any of the plans, applications, licenses, permits, etc.
described in this Lease. In the event that TENANT is unable to obtain any of
the above plans, applications, licenses, permits, etc., required in order to
perform under this agreement, TENANT shall be deemed in default.

         D. Hazardous Materials. TENANT, at its sole cost, shall comply with
all the provisions of any applicable hazardous materials control laws,
including but not limited to the following:

                  (1) California Health & Safety Code, Chapters 6.5,
Hazardous Waste Control (inclusive); 6.7, Underground Storage of Hazardous
Substances (inclusive); and 6.95, Hazardous Materials Release Response Plans
and Inventory (inclusive);

                  (2) California Code of Regulations Title 22, Division 4,
Chapter 30; Title 23, Chapter 3, Subchapter 16, Underground Storage Tank
Regulations; and

                  (3) San Bernardino County Code, Division 3, Chapters 1, 2,
3 and 7, Hazardous Materials and Toxins Control, and 8, Waste Management.

                                       17

<PAGE>

         E. In the event that TENANT is in default for any of the reasons in
subparagraphs 6. A.-D. above, the COUNTY shall not be liable for any of
TENANT's costs, expenses, lost profits or any type of damages under this
Lease due to such occurrence.

7.       CONCESSIONS:

         A. TENANT shall be responsible for all concession sales within the
Premises and License Areas. TENANT shall be responsible for and use
reasonable care to supervise all subconcession areas within the Premises and
License Areas. TENANT may permit subconcessions to operate in the Premises
and License Areas; provided, however, that TENANT provides an endorsement to
its insurance policy covering COUNTY and TENANT for any acts or omissions of
TENANT's subconcessionaires. Nothing herein shall require TENANT to obtain
separate insurance from any subconcessionaire or to name subconcessionaire on
TENANT's insurance policy. TENANT shall provide COUNTY with a list of names
of each subconcessionaire prior to the opening date of the Faire.

8.       ALCOHOL, MERCHANDISE AND SERVICES: TENANT and its subconcessionaires
may sell alcoholic beverages, merchandise and services at the Faire, and
Large Events after obtaining appropriate permits and approvals. TENANT and
its subconessionaires agree to sell merchandise and provide services that are
of good quality and condition. COUNTY's Division Chief of Regional Parks or
his successor ("CHIEF") has the right to approve the sale and/or distribution
of all items of merchandise and services offered at any event. Such approval
shall not be unreasonably withheld but TENANT agrees that COUNTY retains the
right to require TENANT to discontinue or cause its subconcessionaires to
stop the sale or use of those items or services COUNTY feels are not
acceptable upon one (1) day written notice by COUNTY. In the event COUNTY
notifies TENANT and/or any of its subconcessionaires to stop the sale or use
of any unacceptable items or services, TENANT and/or any of its
subconcessionaires agrees to discontinue such sales or use of these items or
services.

                                       18

<PAGE>

9.       PUBLIC HOURS OF OPERATIONS: TENANT shall submit hours of operation
for each potential event for COUNTY's approval. Such approval shall not be
unreasonably withheld. TENANT agrees to take reasonable steps to encourage
its patrons to vacate the Premises as expeditiously as possible on those
dates when there is an event scheduled in the Park's amphitheater. TENANT
agrees that it will use its best efforts to keep any noise coming from any
non-public event it holds in the Premises to a level which is inaudible in
the Amphitheater Area during those times when there is an event in the Park's
amphitheater.





10.      UTILITIES:

         A. TENANT is responsible for metering and paying all service
charges, user fees and related taxes for electrical, gas, telephone, water,
sewage disposal, trash and refuse disposal, and all other utility and
communication services rendered or used in or about the Premises and/or
License Areas at all times during the term of this Lease. COUNTY agrees to
make good faith efforts to assist TENANT in obtaining such utility services,
but does not guarantee that such utilities will be provided. TENANT shall pay
amount determined by COUNTY's Facilities Management Department, until
metering for the Premises is hooked up.

         B. TENANT may hook into the existing Park water, septic and
electrical systems, but all such work must be coordinated with and approved
by COUNTY's On-Site Coordinator. If the as-built capacity of any utilities or
services are not sufficient to handle any TENANT-planned event on the Park,
the TENANT, at its cost, shall provide sufficient temporary utilities or
services for the event. COUNTY shall not be liable for any costs, lost
profits or any type of damages for any failure to provide such utilities or
any interruptions of such utilities for any reason, and neither the failure
to provide services nor interruption of services shall excuse TENANT's
obligations under this Lease.

                                       19

<PAGE>

11.      SANITATION: TENANT must provide a sufficient number of portable
toilets, per Health Division regulations, in good operable condition in the
Premises at locations designated by the COUNTY's and TENANT's On-Site
Coordinators, for use by the public at all times when the Faire and Large
Events are open to the public. TENANT shall provide a sufficient number of
portable showers, per Health Division regulations, for its employees and
volunteers camping in Park on weekends. In the event that TENANT does not
provide a sufficient number of potable toilet as required by applicable
regulations, COUNTY shall have the right to provide additional toilets, and
may enforce any remedy available by law, including charging its costs against
TENANT's security deposit.

12.      PREMISES MAINTENANCE:

         A. TENANT agrees to maintain the Premises in a professional manner
acceptable to COUNTY. TENANT will be responsible for all structural repairs
to buildings, janitorial and landscape maintenance of facilities and grounds
within the Premises except the lake and waterway surfaces. COUNTY shall also
have the right to periodically inspect the Premises, with or without notice
to TENANT. TENANT agrees to maintain and apply a dust retardant water
treatment and a dust retardant chemical (calcium chloride or equivalent)
treatment to Use Areas. TENANT agrees to take those actions necessary to
ensure that the Premises are kept neat, clean and orderly. Unattractive
and/or unsightly outside storage conditions shall not be permitted in public
view.

                  (1) COUNTY reserves the right to enter upon said leased
Premises for the purpose of repair and maintenance of said water mains and
main sewer lines as may be necessary. If TENANT's sewer lines and water lines
need repair, COUNTY reserves the right to do the maintenance and bill the
TENANT if TENANT's water and sewer lines are causing a problem with the main
lines.

         B. MAIN PARKING LOT, PRIMARY AND SECONDARY FLOOD CONTROL LEVEE
MAINTENANCE, RESTORATION AND REPAIR:

                                       20

<PAGE>

                  (1) TENANT shall be responsible for periodic maintenance,
repair of minor flood damage (defined as total cost of repairs to the
Premises not exceeding $10,000 for TENANT), dust control, and trash pickup in
the main parking lot necessary to operate the Faire and within the Premises,
but excluding maintenance and repair of the Primary and Secondary Flood
Control levees.

                  (2) In the event of flooding causing damages (defined as
total cost of repairs over $10,000 but less than $20,000) to these areas, the
COUNTY, in coordination with TENANT, will promptly take whatever measures it
feels are reasonable to repair the damaged areas. The COUNTY makes no
guarantee that such damage will not occur.

                  (3) In the event of major flooding causing damages (defined
as total cost of repairs over $20,000) in these areas, the COUNTY may take
whatever measures it feels are reasonable to save these areas from further
damage. The COUNTY makes no guarantee that major damage will not occur. If
major damage occurs, COUNTY and TENANT agree to negotiate the responsibility
for future restoration costs, on a case by case basis.

                           (a) Notwithstanding how the parties have handled
current and/or prior flood damage issues, the parties agree that neither
party is to be responsible for repairing major flood damage. In the event the
parties are unable to negotiate the responsibility for future restoration
costs for major flood damage, then TENANT shall have the option to either
operate in any safe manner (as approved by the COUNTY) or terminate this
Lease by giving COUNTY seven (7) days notice of termination. TENANT
understands and accepts that the Premises and License Areas, particularly
that portion of the Premises and License Areas used as parking lots lie
within a flood plain and are prone to flood damage, and TENANT waives all
claims and damages against COUNTY related to loss or damages from flood
conditions.

13.      USE OF COUNTY EQUIPMENT AND LABOR:

         A. Any COUNTY-owned equipment requested by TENANT and approved by
COUNTY's On-Site Coordinator for TENANT's use will be charged at an hourly
rate based on the prevailing commercial rental rates in San Bernardino
County. Use of COUNTY employees

                                       21

<PAGE>

requested by TENANT to perform maintenance, repair, and/or operation of
equipment will be charged to TENANT on an hourly basis at the employees
current rate of pay and benefits.

                  (1) Prior to any COUNTY-owned equipment being used or
COUNTY employees performing any services, COUNTY shall estimate the cost of
such equipment use and/or employee services and TENANT shall approve the
estimates.

14.      INSURANCE AND INDEMNIFICATION:

         A. HOLD HARMLESS AGREEMENT. TENANT shall indemnify, defend with
counsel approved by COUNTY and hold harmless the COUNTY, its authorized
officers, employees, agents and volunteers from any and all claims, actions,
losses, damages and/or liability arising out of this lease from any cause
whatsoever, including the acts, errors or omissions of any person and for any
costs or expenses incurred by the COUNTY on account of any claim therefore,
except where such indemnification is prohibited by law.

         B. INSURANCE REQUIREMENTS. Without in anyway affecting the indemnity
herein provided and in addition thereto, the TENANT shall secure and maintain
throughout the Lease the following types of insurance with limits as shown:

                  (1) Workers' Compensation - A program of Workers'
Compensation insurance or a state-approved Self-Insurance Program in an
amount and form to meet all applicable requirements of the Labor Code of the
State of California, including Employer's Liability with $250,000 limits,
covering all persons providing services on behalf of the TENANT and all risks
to such persons under this Agreement.

                  (2) Comprehensive General and Automobile Liability
Insurance -This coverage to include contractual, products and complete
operations coverage and automobile liability coverage for owned, hired and
non-owned vehicles. The policy shall have combined single limits for bodily
injury and property damage of not less than ten million dollars ($10,000,000)
including Liquor Liability.

                                       22

<PAGE>

                  (3) Fire Insurance: Adequate to cover full cash value of
TENANT's personal property, TENANT's improvements and betterments located on
the Premises and or License Areas.

                  (4) Fire Legal Liability: Adequate to cover full cash
replacement value of COUNTY's improvements and structures.

                  (5) During the period of any construction, TENANT shall, in
addition to the insurance required by subparagraph 14.B. above, provide or
cause its contractor or subcontractors to furnish the following forms and
amounts of insurance: Builders All-Risk Insurance covering the entire work
against loss or damage until completion. Insurance shall be in an amount for
the replacement value of the subject building and improvements and endorsed
for broad form property damage, breach of warranty, and explosions, collapse,
and underground hazards. Deductibles not exceeding five percent (5%) of the
construction cost will be allowed.

                  (6) Environmental Liability Insurance: This insurance shall
have a combined single limit of not less than One Million and 00/100 Dollars
($1,000,000.00) per occurrence.

         C. Additional Named Insured - All policies, except for the Worker's
Compensation, shall contain additional endorsements naming the County and its
officers, employees, agents and volunteers as additional insured with respect
to liabilities arising out of the performance of services hereunder.

         D. Waiver of Subrogation Rights - TENANT shall require the carriers
of the above required coverages to waive all rights of subrogation against
the COUNTY, its officers, employees, agents, volunteers, contractors and
subcontractors.

         E. Policies Primary and Non-Contributory - All policies required
above are to be primary and non-contributory with any insurance or
self-insurance programs carried or administered by the COUNTY.

                                       23

<PAGE>

         F. Proof of Coverage - TENANT shall immediately furnish certificates
of insurance to the Division, evidencing the insurance coverage, including
endorsements, above required, prior to the commencement of performance of
services hereunder, or the taking possession of any part of the Use Area.
Those certificates shall provide that such insurance shall not be materially
modified, terminated or expire without thirty (30) days written notice to the
Division, and TENANT shall maintain such insurance from the time TENANT
commences performance of services hereunder until the completion of such
services. Within thirty (30) days of the commencement of this Lease, the
TENANT shall furnish certified copies of the policies and all endorsements.

         G. Insurance Review - The above insurance requirements are subject
to annual review by the COUNTY. The COUNTY's Risk Manager is authorized, but
not required, to reduce or waive any of the above insurance requirements
whenever the Risk Manager determines that any of the above insurance is not
available, is unreasonably priced, or is not needed to protect the interests
of the COUNTY. In addition, if the Risk Manager determines that heretofore
unreasonably priced or unavailable types of insurance coverage or coverage
limits become reasonably priced or available, the Risk Manager is authorized,
but not required, to change the above insurance requirements to require
additional types of insurance coverage or higher coverage limits, provided
that any such change is reasonable in light of past claims against the
COUNTY, inflation, or any other item reasonably related to the COUNTY's risk.
Any such reduction or waiver for the entire term of the Agreement and any
change requiring additional types of insurance coverage or higher coverage
limits must be made by amendment to this Agreement. TENANT agrees to execute
any such amendment within thirty (30) days of receipt.

         H. Failure to Have Insurance - In the event COUNTY receives a notice
of cancellation concerning any of the required policies, or should TENANT
fail to have in effect the required coverage at any time during this Lease,
COUNTY may give notice to TENANT to immediately suspend all TENANT business
activities on the Park and/or notice to reinstate or acquire the affected
coverage. Should TENANT fail to reinstate or acquire the affected coverage
within ten (10) days of COUNTY's notice to reinstate or acquire such
coverage, TENANT shall be in default, and COUNTY may either terminate this
Lease, reinstate or acquire the affected coverage, and TENANT shall reimburse
COUNTY for the necessary cost

                                       24

<PAGE>

at COUNTY's option, plus interest at the rate of five (5) percent per annum.
If TENANT does not reimburse COUNTY within ten (10) days after demand by
COUNTY, COUNTY shall have the right to withhold from future amounts due under
this Lease or otherwise due to TENANT the sum COUNTY has expended until
COUNTY is reimbursed in full.

         I. COUNTY will have no liability for any premiums charged for such
coverage(s). The inclusion of COUNTY, its employees, agents, officials and
volunteers as additional named insured is not intended to and will not make
them or any of them a partner or joint venturer with TENANT in TENANT's
operations at the Park.

15.      ADVERTISING:

         A. All advertising, promotion and notices related to the operation
of Premises, which have not been approved as part of the Business Plan, shall
be subject to prior written approval by the Division's Chief of Regional
Parks ("CHIEF"); such approval shall not be unreasonably withheld, and shall,
except for 30 second or shorter radio and television ads, bear/display the
phrase, "In Cooperation with the San Bernardino County Regional Parks
Division", along with displaying the Regional Parks Division logo. This
provision, includes but is not limited to written and pictorial
advertisements on television, radio, ticket printing, handbills, posters,
flyers, newspapers, and magazines. Response to requests for approval shall be
within three (3) COUNTY business days of receipt, or sooner if reasonably
required.

         B. ACCESS TO ADVERTISING MATERIALS: TENANT shall make available to
COUNTY, upon request and COUNTY shall return to TENANT, all art, photographs,
slides, posters, brochures, videos and other similar advertising/promotional
materials which relate to the Faire at Glen Helen Regional Park. TENANT also
agrees to provide assistance and support to COUNTY in preparation of
submittals for park and recreation professional award programs regarding Glen
Helen Regional Park which are related to the Faire or other events held
pursuant to this Lease.

                                       25

<PAGE>

         C. When reasonably feasible, as determined solely by COUNTY, COUNTY
will cooperate with TENANT to incorporate TENANT's advertising efforts in COUNTY
park publication.

16.      PARK SIGNAGE:

         A. SIGNS: All necessary entrance/public information signs,
banners/flags at the entrance to the use site and perimeter fence, must be
submitted for approval by COUNTY, as to design and must be placed as designated
by COUNTY, at TENANT's expense, unless otherwise agreed. Other signs of sponsors
and for TENANT will be permitted on the Premises only with the prior approval of
the Division's Chief of Regional Parks or in the Business Plan.

         B. TENANT agrees to construct and provide COUNTY with all necessary
entrance/public information signs at the entrances to the Premises and License
Areas, as agreed upon by COUNTY's and TENANT's On-Site Coordinators, upon a
minimum three (3) day notice. Wording and style shall be coordinated with and
reviewed for approval by the Division's Chief of Regional Parks.

17.      CONDUCT: TENANT shall be responsible for the conduct of its employees,
agents, volunteers, subconcessionaires, vendors and/or persons attending or
participating in events at all times. TENANT shall also abide by the Faire's
conduct guidelines provided as Exhibit F. All employees, agents, volunteers,
subconcessionaires, vendors and/or persons attending or participating in events
shall act and conduct themselves in a courteous and considerate manner while at
the Park and abide by all Park rules and regulations.

18.      FIRST AID:

         A. TENANT agrees to provide and staff a first aid station on-site
during all scheduled operating hours of all events. Any or all persons staffing
the station shall have certified first aid and CPR cards. TENANT shall provide
COUNTY's on-site coordinator with written assurances that all such persons have
current certified first aid and CPR cards prior to the event.


                                       26

<PAGE>

         B. For any injury and/or accident to employees, volunteers and visitors
which is known to TENANT and for which TENANT has prepared a report, TENANT
agrees to provide COUNTY with a copy of all such injury and/or accident reports.
TENANT shall notify COUNTY's On-Site Coordinator of any such injury and/or
accident as soon as possible, but not later than within one day of serious
physical injuries and within five days for physical injuries of a routine nature
and/or damage to Park facilities.

19.      COMPLIMENTARY TICKETS. TENANT agrees to provide COUNTY with
complimentary tickets in accordance with Exhibit G.


20.      PRIVATE SECURITY: TENANT agrees to provide and pay for adequate
security consistent with the size of the crowd for all events. All private
security officers will be required to wear a uniform identifying themselves as
security officials, unless otherwise designated by security agency or TENANT and
approved by COUNTY. In its sole discretion, COUNTY may provide additional
security, and TENANT agrees to reimburse COUNTY for all costs associated with
the retention of additional security for any event held pursuant to this Lease.

21.      ASSIGNMENT AND SUBLETTING:

         A. Except as provided herein, TENANT must not voluntarily assign or
encumber its interest in this Lease or in the Premises, or any options contained
in this Lease, or sublease all or any part of the Premises, or allow any other
person or entity (except TENANT's authorized representatives) to occupy or use
all or any part of the Premises, without first obtaining COUNTY's consent. In
the event of an assignment pursuant to Paragraph 25. MODIFICATION OF PREMISES,
all security interests shall remain subject to the provisions contained in this
Lease, including but not limited to Paragraph 1. PURPOSE. In the event of an
assignment pursuant to Paragraph 24. MODIFICATION OF PREMISES where Lender is
unwilling, unable or otherwise fails to hold the Faire (and other events), to
provide the improvements set forth in TENANT's Business Plan or Conditional Use
Permit, or to operate under the same terms and conditions specified herein,
COUNTY may terminate this Lease. Any assignment,


                                       27

<PAGE>

encumbrance, or sublease without COUNTY's consent is voidable and, at
COUNTY's election, will constitute a default. No consent to any assignment,
encumbrance, or sublease will constitute a further waiver of the provisions
of this paragraph. TENANT may assign or transfer this Lease to an affiliated
organization or to a reorganized organization so long as the
assignee/transferee organization is composed of primarily the TENANT's then
existing officers and directors. Prior COUNTY review and approval is required
for any such assignment or transfer. Consent to sublease or assignment shall
be within COUNTY's sole discretion, notwithstanding any other provision of
this lease.

                  (1) If TENANT is a partnership, a withdrawal or change,
voluntary, involuntary, or by operation of law, of any partner, or the
dissolution of the partnership, will be deemed a voluntary assignment.

                  (2) If TENANT consists of more than one person, a purported
assignment, voluntary, involuntary, or by operation of law, from one person to
any other will be deemed a voluntary assignment.

                  (3) If TENANT is a corporation, any dissolution, merger,
consolidation, or other reorganization of TENANT, or the sale or other transfer
of a controlling percentage of the capital stock of TENANT, or the sale of more
than fifty percent (50%) of the value of the assets of TENANT, will be deemed a
voluntary assignment. The phrase "controlling percentage" means the ownership of
and the right to vote stock possessing more than fifty percent (50%) of the
total combined voting power of all classes of TENANT's capital stock issued,
outstanding, and entitled to vote for the election of directors. This paragraph
will not apply to corporations the stock of which is traded through an exchange
or over the counter.

         B. TENANT immediately and irrevocably assigns to COUNTY, as security
for TENANT's obligations under this Lease, all rent from any subletting of all
or a part of the Premises as permitted by this Lease. COUNTY, as assignee and as
attorney-in-fact for TENANT, or a receiver for TENANT appointed on COUNTY's
application, may collect such rent and apply it toward TENANT's obligations
under this Lease. Provided that, until the occurrence of an act of default by
TENANT, TENANT has the right to collect such rent.


                                       28

<PAGE>

         C.       In the event TENANT assigns this Lease, or any option herein

                  (1) during the first five (5) years of the initial term,
seventy-five percent (75%); or

                  (2) during the second five years of the initial term, fifty
percent (50%); or

                  (3) during any extended term, twenty-five percent (25%) of any
sums to be paid by an assignee to TENANT in consideration of the assignment of
this Lease or any option herein (but not including any amounts paid for
inventory or any other property of the TENANT sold as part of the assignment)
shall be paid to COUNTY.

         D. In the event TENANT subleases all or substantially all of the
Premises for all or substantially all of the remaining term of this Lease,
seventy-five percent (75%) of all rent received by TENANT from its subtenants in
excess of the rent payable by TENANT to COUNTY under this Lease must be paid to
COUNTY. It is the intent of the parties in interpreting this subparagraph, that
TENANT may enter into subleases with other parties to provide food and drink
services, labor, management services, retail sales and marketing services, and
other items and services without being subject to this subparagraph, but that
TENANT is to remain the operator of the facility. Any subleases which, by
themselves or in conjunction with other subleases, would effect a substantial
change in the operator of the facility would be subject to this subparagraph.

         E. If TENANT requests COUNTY to consent to a proposed assignment or
subletting, TENANT must pay to COUNTY, whether or not consent is ultimately
given, COUNTY's reasonable costs incurred in connection with each such request,
including, but not limited to, reasonable attorney's fees. If TENANT does elect
to request consent to any assignment, COUNTY will provide an estimate of the
fees under this paragraph.

         F. No interest of TENANT in this Lease is assignable by operation of
law (except that the transfer of this Lease by testacy or intestacy will be
considered a voluntary assignment). Each of the following acts will be
considered an involuntary assignment.


                                       29

<PAGE>

                  (1) If TENANT is, or becomes bankrupt or insolvent, makes an
assignment for the benefit of creditors, or institutes a proceeding under the
Bankruptcy Act in which TENANT is the bankrupt; or, if TENANT is a partnership
or consists of more than one person or entity, if any partner of the partnership
or other person or entity is or becomes bankrupt or insolvent, or makes an
assignment for the benefit of creditors;

                  (2) If a writ of attachment or execution is levied on this
Lease, which is not removed within thirty (30) days of its issuance;

                  (3) If, in any proceeding or action to which TENANT is a
party, a receiver is appointed with authority to take possession of the
Premises.

         G. An involuntary assignment will constitute a default by TENANT and
COUNTY has the right to elect to terminate this Lease, in which case this Lease
must not be treated as an asset of TENANT, unless the involuntary assignment is
cured as follows:

            (1) If a writ of attachment or execution is levied on this Lease,
TENANT will have thirty (30) days in which to cause the attachment or
execution to be removed.

            (2) If any involuntary proceeding in bankruptcy is brought
against TENANT, or if a receiver is appointed, TENANT will have sixty (60)
days in which to have the involuntary proceeding dismissed or the receiver
removed.

            (2) Except as provided in G(1) and G(2) above, TENANT has no
right to cure any involuntary assignment.

         H. Nothing in this paragraph shall limit COUNTY's right to assign
its rights and obligations under this lease to a successor in interest.

22.      BUSINESS PLAN:


                                       30

<PAGE>

         A. TENANT shall submit and comply with the business plan for each year
("Business Plan", Exhibit E). The Business Plan must be updated and submitted to
COUNTY for review and approval by Community and Cultural Resources Director or
his/her designee/successor prior to September 1 of each year of this Lease,
commencing with the update for July, 2000, attached hereto. If the COUNTY or the
Community and Cultural Resources Department Director or his/her
designee/successor does not approve any update, beginning with year 2001-02,
then any disputes shall be subject to arbitration in accordance with the
American Arbitration Association for this issue only. In the event any portion
of the Business Plan conflicts with the remainder of this Lease, the remainder
of this Lease (without reference to the Business Plan) will control.

         B. The Business Plan should (a) be a five year business plan; (b)
include areas such as projected revenue, expenditures, operation and
merchandising program, promotional plans, new development or programs for
business enhancement for each of the five years; (c) include goals, objectives,
implementation, strategies and timelines; (d) may include profit and loss
financial statements of the previous year; (e) may include year-end balance
sheet from the previous year; and (f) include a capital improvement plan. COUNTY
will provide an outline to assist in the plan's format.

         C. The purpose of the Business Plan is to provide general guidelines to
control the operation of the Premises and allow the COUNTY to coordinate the
operation of the various concessions in the Park.

23.      NONCOMPETITION AND SCHEDULING OF OTHER EVENTS:

During the calendar years of the initial terms of this Lease, COUNTY agrees that
the Faire shall be the sole theme event of its kind held at the Park for
gatherings over 500. If TENANT exercises its option(s) for any additional
term(s), this provision will apply during the calendar years of the additional
term(s). If TENANT exercises all options for additional terms and is not in
default at the completion of the final additional term, this provision shall
continue until December 31, 2020. However, if TENANT does not exercise all
options for additional terms, or


                                       31

<PAGE>

is in default at the completion of the final additional term, this provision
shall be null and void, and COUNTY may conduct or contract to conduct a
similar theme event at the Park for gatherings of any size.

24.      MODIFICATION OF PREMISES:

         A. Modifications to the Premises will be covered in the Conditional Use
Permit, which will be attached hereto as Exhibit D, and the Business Plan,
Exhibit E. Completion of improvements set forth in Exhibits D. and E. are a
major part of the consideration for the COUNTY's agreement to enter into a
long-term lease and for reducing the rent for the first five years of the Lease.
Therefore, if TENANT fails to comply with the schedule of improvements and
quality of improvements set forth in the Business Plan or Conditional Use Permit
then in effect, the COUNTY may either increase the minimum rent in years 1
through 5, respectively, to the minimum rent owed in years 6-10, respectively,
or else the COUNTY may terminate the Lease upon forty five (45) day's written
notice.

         B. TENANT may make improvements or alterations to the Premises, License
Areas or Park only after first having received approval from COUNTY. All
improvements and alterations to be added or modifications to be made by TENANT,
and the plans and specifications therefore, must have prior approval by COUNTY.

         C. The TENANT shall conduct any construction program in such a manner
that no mechanic's lien or materialmen's lien shall be asserted or assessed, or
purportedly assessed or asserted, against the Park or Premises, or any
improvements thereon. If any such lien or claimed lien shall be asserted, TENANT
shall indemnify and hold harmless COUNTY in accordance with Paragraph 14.
INSURANCE AND INDEMNIFICATION, of this Lease Agreement. All construction shall
be in conformity with the Glen Helen Regional Park Master Plan.

         D. TENANT will, at its own expense unless otherwise provided herein,
construct, perform, complete and maintain all construction and installations
covered under this paragraph in a good and workmanlike manner and with high
quality materials. TENANT will furnish all


                                       32

<PAGE>

tools, equipment, labor and material necessary to perform and complete the
same, and hereby expressly warrants that all said materials and workmanship
will be free from defects.

         E. All construction will meet the building code requirements of the
County of San Bernardino and any other governmental jurisdiction having
authority over the work. All construction will be carried out and completed in
strict compliance with the plans and specifications approved in writing by
COUNTY and in accordance with the schedule for commencement and completion of
such construction agreed to in writing by COUNTY and TENANT. TENANT is solely
liable for the development and operation of the facilities and
improvements/alterations.

         F. TENANT agrees that, in addition to any other inspectors, the
COUNTY's Regional Parks Division ("Division") may have on the site at any time
during the construction period an inspector who will have the right to access
the Premises and the construction work. TENANT understands that this inspector's
presence on site in no way constitutes approval of facilities being constructed.
TENANT must, at the commencement of the construction work, notify the COUNTY in
writing of the identity, place of business, and telephone number of TENANT's
on-the-job construction representative. Said construction representative will be
TENANT's prime consultant for the inspectors of COUNTY and Division.

         G. Prior to commencement of any construction upon the Premises, TENANT
must provide to COUNTY proof of purchase performance and payment bonds from
corporations duly authorized to issue surety bonds by the State, to the extent
such bonds are available. Each bond must name TENANT as principal, company as
surety, and COUNTY as obligee thereon. The payment bond will also inure to the
benefit of all claimants, as said term is presently defined by Section 3085 of
the California Civil Code, or as may hereafter be amended, so as to give such
persons a right of action to recover thereon in any suit brought to foreclose
the liens provided for in Title 15 of Part of Division 3 of said Civil Code
(Section 3082, et. Sec.) or in a separate suit brought upon the bond. Each bond
must be in a sum equal to one hundred percent (100%) of the costs for labor and
materials of the works of improvement to be located upon the Premises, as
estimated by COUNTY, which shall not exceed 110% of the bid price. The condition
of the performance bond will be such that if the principal well and truly
performs the construction herein required, pursuant to the approved plans and
specifications therefor,


                                       33

<PAGE>

then surety will no longer be bound thereon. The condition of the payment
bond will be such that if the principal well and truly pays, or cause to be
paid, all claims for labor, material, appliances, teams, or power, or either
or all, performed, furnished, or contributed in connection with said works of
improvement, then surety will no longer be bound thereon. Said bonds are
subject to approval by the COUNTY as to sufficiency and liability of sureties
named thereon. Said bonds must be maintained in full force and effect by
TENANT until said works of improvement have been completed and claims for
labor and materials have been paid. COUNTY may, but is not required to, waive
Performance Bonds if the amount of COUNTY's estimated construction costs are
below $10,000 or upon written request from TENANT showing just cause. In the
event that the construction is not satisfactorily completed in accordance
with the construction schedule as described in Exhibits D and E, then in
effect, said proceeds may be used by COUNTY to complete construction or
return the Premises to a park-like setting.

         H. OWNERSHIP OF IMPROVEMENTS: All improvements and alterations made by
TENANT remain the property of the TENANT, but become the property of the COUNTY
at the end of the initial term and/or upon any termination of this Lease,
whichever occurs first, unless otherwise agreed upon in writing, prior to
commencing construction of the improvement/alteration. COUNTY also has the
option to demand that, at the termination of this lease, TENANT, at TENANT's
sole expense remove all buildings and to return the use area to a park-like
setting which would include normal wear and tear during the term of this
agreement.

         I. Incident to such construction, TENANT may encumber its leasehold
to a Lender consented to pursuant to a Consent of Hypothecation by COUNTY in
the form attached hereto as Exhibit H, Consent to Hypothecation (the "County
Consent"). "Approved encumbrance" herein shall mean an encumbrance approved
by the County Consent. "LENDER" herein shall mean the owner and holder of an
approved encumbrance.

            (1) Upon default by TENANT under any of the terms of an approved
encumbrance, the LENDER may exercise any rights provided in such approved
encumbrance, provided that before any sale of the leasehold, whether under
power of sale or foreclosure, the LENDER shall give to COUNTY notice of the
same character and duration as is required to be given to TENANT by either or
both such encumbrance or the laws of the State of California.


                                       34

<PAGE>

            (2) If such notice shall be given and any default shall continue,
COUNTY, prior to sale of the leasehold under power of sale or foreclosure,
shall have the right to correct such default and initiate action under
Paragraph 26. VIOLATION OF LEASE of this lease to terminate such lease.
Provided that upon any termination hereunder, COUNTY shall pay to LENDER the
amount of principal, accrued interest and other charges which remain unpaid.

            (3) If a sale or foreclosure under the approved encumbrance occurs
or if the LENDER acquires the property by assignment in lieu of foreclosure,
said purchaser or assignee, as successor in interest to TENANT, will be bound
by all the terms of this Lease and will assume all the obligations of TENANT
hereunder. Any acquisition of the property by a party other than LENDER
(whether by purchase at judicial foreclosure proceedings, trustee's sale, or
upon assignment from LENDER) shall be subject to COUNTY's written approval,
which approval shall not be withheld where a reasonable transferee is
proposed; a transferee shall be deemed "reasonable" if its overall financial
position is at least as strong as that of TENANT at the time of execution of
this Lease. Upon approval of such transferee by COUNTY, LENDER shall remain
liable for the performance of any of TENANT's obligations under this Lease,
and the transferee shall become the new TENANT hereunder.

         J. Except as otherwise provided below, throughout the terms of this
Lease, COUNTY shall not lease or license any part or all of the Premises to
any third party.

            (1) Throughout the terms of this Lease, COUNTY shall not lease or
license any part or all of the area designated on Exhibit A, as "Faire
Parking" for use on days (weekends and Memorial Day) when any COUNTY approved
event at the Premises is open to the public ("Public Day(s)"). Provided,
however, that COUNTY reserves the right to license to third parties or use
for its own purposes (on a non-exclusive basis) the Faire Parking on other
than Public Days. If COUNTY does so license or use the Faire Parking, COUNTY
shall (prior to 6:00 a.m. of the Saturday Public Day) clean, repair and
restore the Faire Parking area to the condition it had prior to such use.

            (2) COUNTY represents and TENANT understands and agrees that the
operator of the Park amphitheater ("OPERATOR") was required in its lease of
the Amphitheater


                                       35

<PAGE>

Area from the COUNTY to prepare a Traffic Management Plan, setting forth the
parking and traffic plans to be used in the event that the amphitheater and
TENANT hold events on the same day. The OPERATOR coordinated these plans with
and obtained the approval of the TENANT and COUNTY. TENANT agrees that as
part of such plans, it will not park additional vehicles in the Main Faire
Parking lot after 3:00 p.m. on dates when there is a scheduled event at the
Park amphitheater.

         K. TENANT agrees to locate utility lines and, after obtaining
COUNTY's consent and approval for the extension and connection, to extend such
lines up to the COUNTY-approved points on the leased property. TENANT agrees to
pay for such extension and connection of said lines. TENANT agrees that, as
additional consideration for this lease, the extended utility lines shall become
the COUNTY's property upon completion of the extension work. TENANT shall
provide any necessary documentation transferring the extended lines to the
COUNTY. COUNTY shall not reimburse TENANT for the cost of such work.
Additionally, all work is to comply with county, state and federal codes.

            (1) TENANT understands and agrees that from COUNTY's lines to
TENANT's improvements, all utilities, including but not limited to
electrical, water, gas, telephone and sewer, shall be the responsibility of
the TENANT. TENANT shall coordinate all utility connections with COUNTY, and
TENANT shall assume all costs involved with said connections and costs for
services thereafter.

         L. TENANT shall improve the Premises as set forth in its Business Plan
(Exhibit E) and Conditional Use Permit (Exhibit D). TENANT agrees and
understands that it will construct the improvements as shown on the working
drawings and schematic plans prepared by TENANT and approved by COUNTY. Said
plans, specifications, and time schedule for constructing the hangars, and all
such plans and working drawings shall be submitted with TENANT's Conditional Use
Permit.

            (1) Upon completion of construction or installation of each
improvement and/or facility, TENANT, at its sole cost, shall prepare as-built
plans for each improvement and/or facility. TENANT, at its sole cost, shall
give three (3) copies of each such as-built drawing to COUNTY. COUNTY shall
attach one (1) copy to this lease as Exhibit "I ", As-Built Plans.


                                       36

<PAGE>

25.      BUILDING DAMAGE PROVISIONS: During the term of this lease, any
damage to or destruction of buildings, structures, or landscaping erected or
planted on the Premises, shall be repaired, restored or replaced to the original
condition prior to said damage or destruction at TENANT's sole expense. Where
TENANT fails to commence the repair and restoration within sixty (60) days of
such destruction, TENANT shall turn over to LENDER, identified under Paragraph
24, MODIFICATION OF PREMISES, or to COUNTY, if there is no lender, all insurance
proceeds in order to facilitate the repair and restoration of buildings or
structures. If after six (6) months from the date of damage or destruction
TENANT or LENDER has not repaired and restored the buildings to their condition
prior to said damage, COUNTY shall have the right to immediately terminate this
lease under Paragraph 26, VIOLATION OF LEASE, and remove completely or repair
any and all structures.

26.      VIOLATION OF LEASE:

         A. DEFAULT: In the event that TENANT violates any of the terms and
conditions of this Lease, COUNTY may give TENANT notice of specific violation
and demand for correction.

         B. TERMINATION FOR DEFAULT: If, within ten (10) days after notice and
demand, TENANT has not commenced correction of a violation, or shown acceptable
cause therefore, COUNTY has the right to immediately terminate this Lease and
pursue any and all remedies provided by law. In the event of termination for
default, COUNTY has the right of immediate ownership of all buildings and
improvements within the Premises.

         C. TERMINATION FOR CRIMINAL CONVICTION: COUNTY may give TENANT notice
of termination of this Lease which will be effective upon delivery and the
COUNTY may pursue any and all avenues provided by law to obtain proper
compensation for all losses incurred or damages should TENANT be found guilty of
any criminal activity related directly or indirectly to the use of the
facilities or opportunities provided by this Lease, and sentenced (whether
actually served or not) to a jail term of ninety (90) days or more.


                                       37

<PAGE>

         D. LIABILITY FOR BREACH: Termination for default will not excuse TENANT
from any liability for breach of contract.

            (1) On any termination of this Lease for default by TENANT,
COUNTY may recover from TENANT all of the following:

                (a) The worth at the time of the award of any unpaid rent that
had been earned at the time of the termination, to be computed by allowing
interest at the rate set forth in Subparagraph 4.H., LATE PAYMENT PENALTIES, but
in no case greater than the maximum amount of interest permitted by law;

                (b) The worth at the time of the award of the amount by which
the unpaid rent that would have been earned between the time of the termination
and the time of the award exceeds the amount of unpaid rent that TENANT proves
could reasonably have been avoided, to be computed by allowing interest at the
rate set forth in Subparagraph 4.H., LATE PAYMENT PENALTIES, but in no case
greater than the maximum amount of interest permitted by law;

                (c) The worth at the time of the award of the amount by which
the unpaid rent for the balance of the Lease term after the time of the award
exceeds the amount of unpaid rent that TENANT proves could reasonably have been
avoided, to be computed by discounting that amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of the award plus one percent
(1%);

                (d) Any other amount necessary to compensate COUNTY for all
the detriment proximately caused by TENANT's failure to perform obligations
under this Lease, including brokerage commissions and advertising expenses,
expenses of remodeling the Premises for a new tenant (whether for the same or a
different use), and any special concessions made to obtain a new TENANT; and


                                       38

<PAGE>

                (e) Any other amounts, in addition to or in lieu of those
listed above, that may be permitted by applicable law.

         E. ENTRY FOR MITIGATION: In the event of default by TENANT, which has
not been cured after notice, COUNTY shall have the remedy described in Civil
Code Section 1951.4, which provides that, when a tenant has the right to sublet
or assign (subject only to reasonable limitations), the landlord may continue
the lease in effect after the tenant's breach and abandonment and recover rent
as it becomes due. Accordingly, if COUNTY does not elect to terminate this Lease
on account of any default by TENANT, COUNTY may enforce all of COUNTY's rights
and remedies under this Lease, including the right to recover all rent as it
becomes due.

         F. SURRENDER: The receipt by the COUNTY of any rent or of any other sum
of money paid by TENANT after any default, the termination and forfeiture of
this Lease for any reason, or after the giving by COUNTY of any notice to effect
such termination, shall not waive the default, reinstate, continue or extend the
term of this Lease, or destroy, or in any manner impair the efficacy of any such
notice of termination as may have been given hereunder by COUNTY to the TENANT
prior to the receipt of any such sum of money or other consideration, unless so
agreed to in writing and signed by the COUNTY. Neither acceptance of the keys
nor any other act of the COUNTY or its agents or employees during the term of
this Lease shall be deemed to be an acceptance of a surrender of the Premises,
excepting an agreement in writing signed by the COUNTY agreeing to accept such
surrender.

         G. FORCE MAJEURE: The parties shall be excused from performing their
respective obligations under this Lease during the time and to the extent that
each is prevented from performing by a cause beyond its control, such as an
incidence of flood; fire; Acts of God; commandeering of materials by federal,
state or local government; or national fuel shortage.


                                       39

<PAGE>

27.      ATTORNEY'S FEES AND COSTS: If any legal action is instituted to enforce
or declare any party's rights hereunder, each party, including the prevailing
party, must bear its own costs and attorneys' fees. This paragraph shall not
apply to those costs and attorneys' fees directly arising from any third party
legal action against a party hereto and payable under Paragraph 14, INSURANCE
AND INDEMNIFICATION or Paragraph 30, RELEASE OF INFORMATION.

28.      NOTICE: Any notice, consent, approval, or other communication required
or permitted to be given under this Lease or the unlawful detainer statutes of
the state of California shall be given to the respective parties in writing, by
registered or certified mail, postage prepaid or otherwise personally delivered
as follows:

         A.  If to COUNTY:
                     Thomas Potter
                     County of San Bernardino
                     Regional Parks Division
                     777 E. Rialto Avenue
                     San Bernardino, CA  92415-0763

             (2) With a copy, sent by first class mail, postage prepaid or
otherwise personally delivered to:
                     Fiona G. Luke
                     Deputy County Counsel
                     385 N. Arrowhead Ave., 4th Floor
                     San Bernardino, CA 92415-0140

         B.  If to TENANT/RENAISSANCE ENTERTAINMENT  CORPORATION:
             (1) J. Stanley Gilbert
                 Chief Executive Officer


                                       40

<PAGE>

                           Renaissance Entertainment Corp.
                           275 Century Circle, Suite 102
                           Louisville, CO  80027

                  (2) With a copy, sent by first class mail, postage prepaid or
otherwise personally delivered to:

                           Bud Coffey
                           General Manager
                           Renaissance Entertainment Corp.
                           Renaissance Pleasure Faire
                           P.O. Box 9188
                           San Bernardino, CA  92427

         C.       Or at such other address or to such other persons as either of
the parties may from time to time designate by written notice given as herein
provided.

         D.       Failure to deliver a copy to those persons receiving copies
will not invalidate any notice otherwise properly given to a party.

29.      DESIGNATION: COUNTY herein designates the Regional Parks Division or
its successor to administer and enforce this Lease on its behalf. Further, the
County's Chief of Regional Parks is authorized to exercise all provisions of
this Lease on behalf of COUNTY, including the suspension but not the termination
provisions.

30.      TAXES:

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<PAGE>

         A. TENANT recognizes and understands that this contract may create a
possessory interest subject to property taxation and that TENANT may be
subject to the payment of property taxes levied on such interest.

         B. TENANT covenants and agrees to pay all taxes, including
possessory interest tax, and assessments upon all improvements, fixtures,
furniture, and other property owned by TENANT and used in the exercise of
TENANT's rights under this Lease or levied by reason of the TENANT's
operations pursuant to this Lease.

         C. NO INTEREST OR ESTATE: TENANT agrees that it does not have and
shall not claim at any time any interest or estate of any kind or extent
whatsoever in the Park by virtue of this Lease or its occupancy or use
hereunder.

31.      RELEASE OF INFORMATION: All information received by the COUNTY from
any source concerning this contract, including the contract itself, may be
treated by the COUNTY as public information subject to disclosure under the
provisions of the California Public Records Act, Government Code Section 6250
ET SEQ. (the "Public Records Act"). TENANT understands that although all
materials received by the COUNTY from TENANT in connection with this contract
are intended for the exclusive use of the COUNTY, they are potentially
subject to disclosure under the provisions of the Public Records Act. In the
event a request for disclosure of any part or all of any information which
TENANT has requested COUNTY to hold in confidence is made to the COUNTY, the
COUNTY shall notify the TENANT of the request and shall thereafter disclose
the requested information unless the TENANT, within five (5) days of
receiving notice of the disclosure request, requests nondisclosure and agrees
to indemnify, defend with counsel approved by COUNTY, and hold the COUNTY
harmless in any/all actions brought to require disclosure. TENANT waives any
and all claims for damages, lost profits, or other injuries of any and all
kinds in the event COUNTY fails to notify TENANT of any disclosure request
and/or releases any information received from the TENANT

                                       42

<PAGE>

32.      LEASE INTERPRETATION: The language of this Lease has been approved
by the respective counsel for each party to this Lease. The language
contained herein shall be construed as a whole according to its fair meaning,
and neither party hereto nor its respective counsel shall be deemed the
drafter of this Lease or any part hereof for the purposes of any litigation
which may arise hereafter between them.

33.      CAPTIONS: The captions included in this Lease are only provided to
aid the readers hereof, and shall not in any way be interpreted as a
limitation upon or modification of any of the terms of this Lease.

34.      PROVISIONS ARE COVENANTS AND CONDITIONS: All provisions, whether
covenants or conditions, on the part of either party shall be deemed to be
both covenants and conditions.

35.      CONSENT: Except as otherwise provided herein, when consent or
approval of either party is required, that party shall not unreasonably
withhold, condition or delay such consent or approval.

36.      EXHIBITS: All exhibits referred to are/will be attached to this
Lease and incorporated by reference.

37.      LAW: This Lease shall be construed and interpreted in accordance
with the laws of the State of California.

                                       43

<PAGE>

38.      JURY TRIAL WAIVER: TENANT and COUNTY hereby waive their respective
right to trial by jury and agree to accept trial by judge alone for any cause
of action, claim, counterclaim or cross-complaint in any action, proceeding
and/or hearing brought by any party against any other party on any matter
whatsoever arising out of, or in any way connected with, the License, the
relationship of the parties, any party's use of occupancy of the Premises,
Park or any part of it, or any claim of injury or damage, or the enforcement
of any remedy under any law, statute, or regulation, emergency or otherwise,
now or hereafter in effect. The parties acknowledge that this waiver of jury
trial is a material inducement to each of them to enter into this agreement
and that they would not have entered into this agreement without this jury
trial waiver. The parties further agree that each of them has had the
opportunity to consult with counsel of its own choosing in connection with
this jury trial waiver and understands the legal effect of this waiver.

39.      EASEMENTS, TRUSTS AND WARRANTIES:

         A. EXISTING ENCUMBRANCES: It is expressly understood and agreed that
this Lease and all rights and privileges hereunder granted are subject to all
encumbrances now existing in, on, to, under, or over the Premises for any
purposes whatsoever. It is further understood and agreed that this Lease and
any of the rights and privileges herein granted is subject to any and all
grants, reservations, conditions, leases, restrictions, and trusts upon which
the Premises is held by COUNTY; and TENANT covenants and agrees, any
provision in this Lease to the contrary notwithstanding, that it will not use
or permit the Premises to be used for any purpose inconsistent with any of
the grants, reservations, conditions, leases, restrictions and trusts upon or
under which said lands are held by COUNTY, the terms of which are hereby
incorporated into this Lease as if set forth in full.

         B. NO WARRANTS: COUNTY makes no warrants, except as specifically
provided in this Lease. In the event that this Lease or any provision thereof
is determined to be null and void by a court of competent jurisdiction,
neither COUNTY nor any of its officers, agents, or

                                       44

<PAGE>

employees will be liable to TENANT, or to any person holding under or through
TENANT for any claim, loss or damage of any nature whatsoever suffered or
alleged to be suffered by TENANT or such person by reason of such
determination.

         C. ASSUMPTION OF RISK: TENANT assumes all risks incident to the use
or occupation of the Premises in their present condition or in any condition
thereof which may prevail during the term of this Lease. This paragraph shall
not relieve COUNTY for the actions of its own agents or employees occurring
after the commencement of this Lease.

         D. DETRIMENTAL MANDATES: Any changes in the operation of the
Premises or Lease which are or may be mandated by a court or government
agency of competent jurisdiction, which operates to the substantial detriment
of COUNTY or TENANT, and which are beyond the control of TENANT and COUNTY,
will make the affected terms of this Lease subject to renegotiation.

40.      MISCELLANEOUS:

         A. NO PARTNERSHIP: It is expressly understood and agreed that COUNTY
nor any of its officers, agents, volunteers or employees do not, in any way
nor for any purpose, become a partner, agent, principle of, or a joint
venturer with TENANT by reason of any provision of this Lease.

         B. BINDING EFFECT: Each and all of the covenants, conditions, and
agreements herein contained will, in accordance with the context, inure to
the benefit of COUNTY and apply to and bind TENANT, their respective heirs,
legatees, devisees, executors, administrators, successors, agents, assignees,
subtenants, concessionaires and licensees.

         C. NO WAIVER: No waiver by COUNTY at any time of any of the terms
and conditions of this Lease will be deemed to operate as a waiver at any
time thereafter of the

                                       45

<PAGE>

same or of any other terms or conditions contained herein or of the strict
and timely performance of such terms and conditions.

         D. PARKING: During the published hours of operation, TENANT must
park its personal vehicles only in an approved parking lot. All vehicles in
the Park which are directed, controlled, driven or invited by TENANT must
travel, stop or park only on public roads or approved parking lots except for
the purposes of merchandise delivery during the hours of operation. Use of
vehicles on park streets during the hours of operation must obtain approval
by park office personnel.

         E. NO WASTE OR NUISANCE: TENANT shall not use or allow any person to
use the Premises in any manner or for any purpose that will constitute waste,
nuisance, or unreasonable annoyance to other occupants of the building in
which the Premises are located or to the owners or occupants of adjacent
properties.

         F. NO DISCRIMINATION: Neither TENANT nor any person claiming under
it may discriminate in its recruiting, hiring, promotion, demotion, or
termination practices on the basis of race, religious creed, color, national
origin, ancestry, sex, age, sexual preference, physical handicap, medical
condition or marital status with respect to the Concession granted herein or
the occupancy, use or enjoyment of the Premises. TENANT must comply with the
provisions of the California Fair Employment Practice Act (commencing with
Section 1410 of the Labor Code), the Federal Civil Rights Act of 1964 (P.L.
88-352), and all amendments thereto, Executive Order No. 11246 (30 Federal
Register 12319), as amended, and all administrative rules and regulations
issued pursuant to said Acts and Orders.

         G. NO SEGREGATION: TENANT must not discriminate against or cause the
segregation of any person or group of persons on account of race, religious
creed, color, national origin, ancestry, sex, age, sexual preference,
physical handicap, medical condition or marital status in the occupancy, use,
tenure or enjoyment of the Leased premise, nor may TENANT or any person
claiming under or through it, establish or permit any such practice or

                                       46

<PAGE>

practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of or by any person within the Premises.

         H. INVALIDITY: The invalidity of any provision in this Lease as
determined by a court of competent jurisdiction will in no way affect the
validity of any other provision hereof.

         I. TIME OF ESSENCE: Except as otherwise specifically provided, time
is of the essence of each provision of this Lease which specifies a time
within which performance is to occur. In the absence of any specified time
for performance, performance may be made within a reasonable time.

         J. COUNTY USE: TENANT agrees to allow COUNTY to use the Premises,
License Areas and the rights outlined within the context of this agreement
for whatever purpose COUNTY determined a need, for period(s) not to exceed a
total of five (5) calendar days per year. Scheduling and approval of any such
COUNTY use will be by mutual consent of the parties. For each such period,
COUNTY shall give forty-five (45) days advance notice to TENANT. COUNTY will
pay TENANT any actual expenses of TENANT directly associated with any such
COUNTY use unless otherwise agreed by COUNTY and TENANT. For each COUNTY use
TENANT and COUNTY agree to the following, including but not limited to: term
of use days for each event, on site coordinators and inspection evaluation,
alcohol, merchandise and services, public hours of operation, utilities,
sanitation, premises maintenance, insurance and indemnification, conduct,
first aid, complimentary tickets, security, non-competition, modification of
premises.

         K. VENUE: The parties acknowledge and agree that this Lease was
entered into and intended to be performed in San Bernardino County,
California. The parties agree that the venue for any action or claim brought
by any party to this Lease will be San Bernardino County. Each party hereby
waives any law or rule of court which would allow them to request or demand a
change of venue. If any action or claim concerning this Lease is brought by
any third party,

                                       47

<PAGE>

the parties hereto agree to use their best efforts to obtain a change of
venue to the Central District of San Bernardino County.

         L. SEVERANCE: If any provision of this Lease is determined to be
void by any court of competent jurisdiction, then such determination will not
affect any other provision of this Lease, and all such other provisions will
remain in full force and effect. It is the intention of the parties hereto
that if any provision of this Lease is capable of two constructions, one of
which would render the provision void and the other of which would render the
provision valid, then the provision will have the meaning which renders it
valid.

         M. SURVIVAL: The obligations of the parties which, by their nature,
continue beyond the term of this Lease, will survive the termination of this
Lease.

         N. DISCLAIMER OF LIABILITY: COUNTY is not liable at any time for
loss, damages, or injury to the person or property of any person whomsoever
at any time, occasioned by or arising out of any act of TENANT or of anyone
holding under TENANT, nor for the occupancy or use of the Premises, License
Areas, Park or any part thereof by or under the TENANT, nor directly or
indirectly from any state or condition of said Premises, License Areas, Park
or any part thereof during the term of this Lease.

         O. DATE: This Lease shall be effective on the date written below as
signed by COUNTY, provided the COUNTY approves this Lease within thirty (30)
days of TENANT's execution.

                                       48

<PAGE>


In WITNESS whereof, the parties hereto have caused their respective names to be
hereunto subscribed by their respective proper officers thereunto duly
authorized.

COUNTY                                             TENANT
COUNTY OF SAN BERNARDINO                           RENAISSANCE ENTERTAINMENT
                                                   CORPORATION

By                                                  By
   ---------------------------------------             -------------------------
       Jon D. Mikels
       Chairman, Board of Supervisors
                                                    Title
                                                          ----------------------
Date                                                 Date
     -------------------------------------                ----------------------

Signed and certified that a copy of
this document was delivered to the
Chairman of the Board

EARLENE SPROAT, Clerk of the
Board of Supervisors

By
   ---------------------------------------
                 Deputy
Date
     -------------------------------------

APPROVED AS TO FORM

ALAN K. MARKS, County Counsel
San Bernardino County, California

By
   ----------------------------------------
                 Deputy
Date
      -------------------------------------

                                       49

<PAGE>

                                   EXHIBIT "B"

                    DESCRIPTION OF RENAISSANCE PLEASURE FAIRE

         The Faire is a re-creation of a 16th Century English Village. The
premises is transformed into an Elizabethan festival, complete with costumed
performers, music, jousting, royal processions, delicious food and drink and
vendors selling their arts and crafts. The ambience of the era is created
with period buildings, stages and facades to screen out the contemporary
world and transport the public to a magical time. Their day is filled with a
cornucopia of entertainment, variety stage shows, games of skill, unique
hand-powered rides, kids kingdom, street characters, full-contact jousting,
jugglers, jesters and puppeteers; it is continuous entertainment throughout
the Village.

         The Faire is open to the public on weekends and open on several
Fridays for "School Days." This field trip for school children is the
ultimate experience for "living History" of the Elizabethan and Shakespearean
era.

<PAGE>


                                   EXHIBIT "D"

                             CONDITIONAL USE PERMIT


<PAGE>


                                    EXHIBIT E

                                  BUSINESS PLAN


<PAGE>



                                    EXHIBIT F

                               CONDUCT GUIDELINES

RENAISSANCE ENTERTAINMENT CORPORATION is a service organization. Accordingly,
we expect that you will treat everyone with courtesy and present a
responsive, service oriented attitude at all times. You must conduct yourself
professionally. Unlawful harassment is prohibited.

Our patrons' and clients' questions and concerns should never be regarded as
an interruption or an annoyance. Inquiries, whether in person or by
telephone, must be addressed promptly and professionally. Through your
conduct, you show your desire to assist people in obtaining the service they
need. If you are unable to help, if possible, you should find someone who
can. You must never argue. If a problem develops or, if a person remains
dissatisfied, you should ask your supervisor to intervene.

All correspondence and documents should be neatly prepared and error-free.
Attention to accuracy and detail in all paperwork demonstrates our commitment
to those with whom we do business. By providing this level of courtesy and
service to one another, REC, as a whole, will be better able to provide
effective service.

<PAGE>

                                    Exhibit G

                              Complimentary Tickets

The following are general guidelines which will govern the use of
complimentary tickets to the Renaissance Pleasure Faire. The following are
the types of complimentary tickets which will be provided to COUNTY:

         1. RUN OF THE FAIRE VIP PASSES: TENANT agrees to provide COUNTY with
twenty-five (25) passes which will be used, but not limited to, Board of
Supervisor members, County Administrative Officer, County Counsel, Public
Services Group Assistant Administrative Officer, Regional Parks Advisory
Commission and five (5) Regional Parks Division Administrators.

         These passes will provide the bearer with unrestricted use
throughout the Public Premises for the run of the Faire, Large Events and all
other events run by the TENANT. Passes will allow free admission to the
bearer any day the Faire, Large Events and all other events run by the TENANT
are open to the public and as many guests as they wish; will allow bearer and
guests free admission to all workshops and other events staged by TENANT and
will provide bearer with VIP Parking Passes.

         2. ANY ONE (1) DAY VIP PASSES: TENANT agrees to provide COUNTY with
approximately 150 passes for other County VIP's to be determined by COUNTY.
These passes will allow bearer and up to three (3) adults free admittance any
one (1) day the Faire, Large Events and all other events run by the TENANT
are open to the public. The bearer will receive a VIP Parking Pass.

         3. OPENING WEEKEND COMPLIMENTARY TICKETS: TENANT agrees to provide
COUNTY with 500 complimentary tickets for the opening weekend of each year's
Faire, Large Events and all other events run by the TENANT.

         4. MEMORIAL DAY COMPLIMENTARY TICKETS: TENANT agrees to provide
COUNTY with 250 complimentary tickets which will be available for use on
Memorial Day Monday holiday only.

         5. OTHER COMPLIMENTARY TICKETS: TENANT agrees to provide COUNTY with
1,000 complimentary tickets (Run of the Faire) for any one (1) day's use of
the Faire, and Large Events. Additionally, TENANT agrees to provide COUNTY
with 100 complimentary tickets for

<PAGE>

any one (1) day's use of all other events run by the TENANT. Provided,
however, that TENANT may monitor the use of such tickets (by serial numbers
or otherwise) and reserves the right to deny access to any person purchasing
such tickets and further reserves the right to prosecute sellers of such
tickets under any applicable law.

All complimentary tickets and invitation passes will be issued in accordance
with COUNTY policy. Control over the issuance of such tickets or passes shall
be exercised entirely by the COUNTY.

<PAGE>

                                   EXHIBIT "H"

                            CONSENT TO HYPOTHECATION

The COUNTY OF SAN BERNARDINO, hereinafter referred to as "COUNTY" and
_____________________, hereinafter referred to as "TENANT", entered into a
lease Agreement dated _______________, hereinafter referred to as "Lease",
covering certain real property located in the County of San Bernardino, State
of California, hereinafter referred to as "Demised Premises".

By use of the following documents which are attached hereto and made a part
hereof, and hereinafter collectively referred to as "Documents", TENANT
proposes to hypothecate its leasehold estate created under said Lease:

These documents are for financing related to leasehold development of said
Demised Premises.

On this _____________ day of ________________, 20__,

COUNTY hereby consents to the execution, delivery, and recordation of the
above stated documents subject to the following terms and conditions:

         1.       That _________________________, hereinafter referred to as
                  "LENDER", shall fully reconvey all interest in said real
                  property upon repayment of the loan described in the loan
                  document since the sole purpose of the hypothecation of the
                  subject leasehold estate is to secure the loan amount for
                  LENDER.

         2.       Except as otherwise provided herein, the above-referenced
                  documents and any other future additional instruments which
                  may be approved by COUNTY or its agents, shall be subject to
                  each and every covenant, condition, and restriction set forth
                  in said Lease, and to all rights and interest of the COUNTY
                  therein, none of which are or shall be waived by this Consent.

         3.       In the event of any conflict between the provisions of said
                  Lease and the provisions of said documents, the provisions of
                  said Lease shall control.

                                               Page 1 of 2

<PAGE>

         4.       Any additions or modifications to said financing documents
                  shall first be approved by the COUNTY. TENANT warrants that
                  all documents and agreements pertaining to the hypothecation
                  of its leasehold have been fully disclosed to COUNTY.

         5.       The proceeds of the loan to TENANT shall be used solely for
                  payment of expenses incident to construction on the Demised
                  Premises of the improvements allowed under paragraph l4,
                  CONSTRUCTION OR IMPROVEMENT, of the Lease and described in the
                  loan documents.

COUNTY OF SAN BERNARDINO                       TENANT

By_______________________________              By__________________________
Chairman, Board of Supervisors

Date_____________________________              Title________________________

SIGNED AND CERTIFIED THAT A
COPY OF THIS DOCUMENT HAS BEEN                 Date_________________________

DELIVERED TO THE CHAIRMAN OF
THE BOARD

EARLENE SPROAT, Clerk of the
Board of Supervisors                           By__________________________

By_______________________________              Title________________________
              Deputy

Date_____________________________              Date_________________________


APPROVED AS TO LEGAL FORM:

ALAN K. MARKS, County Counsel
San Bernardino County, California

By_______________________________
            Deputy

Date_____________________________                       Page 2 of 2