Exhibit 10.5



                          STANDARD OFFICE LEASE - GROSS

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.      Basic Lease Provisions ("Basic Lease Provisions")

        1.1    Parties: This Lease, dated, for reference purposes only,
               June 7, 2000 is made by and between L.A. Forum Holdings, LLC. a
               Delaware Limited Liability Company, (herein called "Lessor") and
               W.O.W. Entertainment Inc., an Indiana Corporation  doing business
               under the name of Women of Wrestling (herein called "Lessee").

        1.2    Premises: Suite Numbers(s) n/a , first floors, the area indicated
               on the first floor plan as outlined on Exhibit A.1, and the
               second floor, the area indicated on the second floor plan as
               outlined on Exhibit "A", consisting of approximately 2,197
               rentable square feet, more or less, as defined in paragraph 2 and
               as shown on Exhibit "A" and Exhibit "A.1" hereto (the "Premises).

        1.3    Building: Commonly described as being located at 3900 W.
               Manchester Blvd. in the City of Inglewood, County of Los Angeles,
               State of California, as more particularly described in Exhibit A
               and A.1 hereto, and as defined in paragraph 2.

        1.4    Use: general office and warehouse, subject to paragraph 6.

        1.5    Term: month-to-month commencing June 1, 2000 ("Commencement
               Date") and ending as defined in paragraph 3.

        1.6    Base Rent: $5,500.00 per month, payable on the 1st day of
               each month, per paragraph 4.1 n/a.

        1.7    Base Rent Increase: On n/a the monthly Base Rent payable under
               paragraph 1.6 above shall be adjusted as provided in paragraph
               4.3 below.

        1.8    Rent Paid Upon Execution: $5,500.00 for June 1 - June 30, 2000.

        1.9    Security Deposit: $5,500.00.

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        1.10   Lessee's Share of Operating Expense Increase: n/a% as defined in
               paragraph 4.2.

2.      Premises, Parking and Common Areas.

        2.1    Premises: The Premises are a portion of a building, herein
               sometimes referred to as the "Building" identified in paragraph
               1.3 of the Basic Lease Provisions. "Building" shall include
               adjacent parking structures used in connection therewith. The
               Premises, the Building, the Common Areas, the land upon which the
               same are located, along with all other buildings and improvements
               thereon or thereunder, are herein collectively referred 10 as the
               "Office Building Project." Lessor hereby leases to Lessee and
               Lessee leases from Lessor for the term, at the rental, and upon
               all of the conditions set forth herein, the real property
               referred to in the Basic Lease Provisions, paragraph 1.2, as the
               "Premises", including rights to the Common Areas as hereinafter
               specified.

        2.2    Vehicle Parking: So long as Lessee is not in default, and subject
               to the rules and regulations attached hereto, and as established
               by Lessor from time to time, Lessee shall be entitled to rent and
               use four (4) parking spaces in the Office Building Project at the
               monthly rate applicable from time to time for monthly parking as
               set by Lessor and/or its licensee.

               2.2.1  If Lessee commits, permits or allows any of the prohibited
                      activities described in the Lease or the rules then in
                      effect, then Lessor shall have the right, without notice,
                      in addition to such other rights and remedies that it may
                      have, to remove or tow away the vehicle involved and
                      charge the cost to Lessee, which cost shall be immediately
                      payable upon demand by Lessor.

               2.2.2  The monthly parking rate per parking space will be $0.00
                      per month at the commencement of the term of this Lease,
                      and is subject to change upon five (5) days prior written
                      notice to Lessee. Monthly parking fees shall be payable
                      one month in advance prior to the first day of each
                      calendar month.

        2.3    Common Areas - Definition. The term "Common Areas" is defined as
               all areas and facilities outside the Premises and within the
               exterior boundary line of the Office Building Project that are
               provided and designated by the Lessor from time to time for the
               general non-exclusive use of Lessor, Lessee and of other lessees
               of the Office Building Project and their respective employees,
               suppliers, shippers, customers and invitees, including but not
               limited to common entrances, lobbies, corridors, stairways and
               stairwells, public restrooms, elevators, escalators, parking
               areas to the extent not otherwise prohibited by this Lease,
               loading and unloading areas, trash areas, roadways, sidewalks,
               walkways, parkways, ramps, driveways, landscaped areas and
               decorative walls.

        2.4    Common Areas - Rules and Regulations. Lessee agrees to abide by
               and conform to the rules and regulations attached hereto as
               Exhibit B with respect to the Office Building Project and Common
               Areas, and to cause its employees, suppliers, shippers,
               customers, and invitees to so abide and

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               conform. Lessor or such other person(s) as Lessor may appoint
               shall have the exclusive control and management of the Common
               Areas and shall have the right, from time to time, to modify,
               amend and enforce said rules and regulations. Lessor shall not be
               responsible to Lessee for the non-compliance with said rules and
               regulations by other lessees, their agents, employees and
               invitees of the Office Building Project.

        2.5    Common Areas - Changes. Lessor shall have the right, in Lessor's
               sole discretion, from time to time:

               (a)    To make changes to the Building interior and exterior and
                      Common Areas, including, without limitation, changes in
                      the location, size shape, number, and appearance thereof,
                      including but not limited to the lobbies, windows,
                      stairways, air shafts, elevators, escalators, restrooms,
                      driveways, entrances, parking spaces, parking areas,
                      loading and unloading areas, ingress, egress, direction of
                      traffic, decorative walls, landscaped areas and walkways;
                      provided, however, Lessor shall at all times provide the
                      parking facilities required by applicable law;

               (b)    To close temporarily any of the Common Areas for
                      maintenance purposes so long as reasonable access to the
                      Premises remains available;

               (c)    To designate other land and improvements outside the
                      boundaries of the Office Building Project to be a part of
                      the Common Areas, provided that such other land and
                      improvements have a reasonable and functional relationship
                      to the Office Building Project;

               (d)    To add additional buildings and improvements to the Common
                      Areas;

               (e)    To use the Common Areas while engaged in making additional
                      improvements, repairs or alterations to the Office
                      Building Project, or any portion thereof;

               (f)    To do and perform such other acts and make such other
                      changes in, to or with respect to the Common Areas and
                      Office Building Project as Lessor may, in the exercise of
                      sound business judgment deem to be appropriate.

3.      Term.

        3.1    Term. The term and Commencement Date of this Lease shall be as
               specified in paragraph 1.5 of the Basic Lease Provisions.
               Notwithstanding anything in this Lease. Lessor may terminate the
               Lease at any time by providing Lessee with two (2) weeks advance
               written notice.

        3.2    Delay In Possession. Notwithstanding said Commencement Date, if
               for any reason Lessor cannot deliver possession of the Premises
               to Lessee on said date and subject to paragraph 3.2.2, Lessor
               shall not be subject to any liability therefor, nor shall such
               failure affect the validity of this Lease or the obligations of
               Lessee hereunder or extend the term hereof; but in such case,
               Lessee shall not be obligated to pay rent or perform any other
               obligation of Lessee under the terms of this Lease, except as may
               be otherwise provided in this Lease, until possession of the
               Premises is tendered to Lessee, as hereinafter defined; provided,
               however, that If

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               Lessor shall not have delivered possession of the Premises within
               sixty (60) days following said Commencement Date, as the same may
               be extended under the terms of a Work Letter executed by Lessor
               and Lessee, Lessee may, at Lessee's option, by notice in writing
               to Lessor within ten (10) days thereafter, cancel this Lease, in
               which event the parties shall be discharged from all obligations
               hereunder; provided, however, that, as to Lessees obligations,
               Lessee first reimburses Lessor for all costs incurred for
               Non-Standard Improvements and, as to Lessor's obligations, Lessor
               shall return any money previously deposited by Lessee (less any
               offsets due Lessor for Non-Standard Improvements); and provided
               further, that if such written notice by Lessee is not received by
               Lessor within said ten (10) day period, Lessee's right to cancel
               this Lease hereunder shall terminate and be of no further force
               or effect.

               3.2.1  Possession Tendered - Defined. Possession of the Premises
                      shall be deemed tendered to Lessee ("Tender of
                      Possession") when (1) the improvements to be provided by
                      Lessor under this Lease are substantially completed, (2)
                      the Building utilities are ready for use in the Premises,
                      (3) Leases has reasonable access to the Premises, and (4)
                      ten (10) days shall have expired following advance written
                      notice to Lessee of the occurrence of the matters
                      described in (1), (2) and (3), above of this paragraph
                      3.2.1.

               3.2.2. Delays Caused by Lessee. There shall be no abatement of
                      rent, and the sixty (60) day period following the
                      Commencement Date before which Lessee's right to cancel
                      this Lease accrues under paragraph 3.2, shall be deemed
                      extended to the extent of any delays caused by acts or
                      omissions of Lessee, Lessee's agents, employees and
                      contractors.

        3.3    Early Possession. If Lessee occupies the Premises prior to said
               Commencement Date, such occupancy shall be subject to all
               provisions of this Lease, such occupancy shall not change the
               termination date, and Lessee shall pay rent for such occupancy.

        3.4    Uncertain Commencement. In the event commencement of the Lease
               term is defined as the completion of the improvements, Lessee and
               Lessor shall execute an amendment to this Lease establishing the
               date of Tender of Possession (as defined in paragraph 3.2.1) or
               the actual taking of possession by Lessee, whichever first
               occurs, as the Commencement Date.

4.      Rent.

        4.1    Base Rent. Subject to adjustment as hereinafter provided in
               paragraph 4.3, and except as may be otherwise expressly provided
               in this Lease, Lessee shall pay to Lessor the Base Rent for the
               Premises set forth in paragraph 1.6 of the Basic Lease
               Provisions, without offset or deduction Lessee shall pay Lessor
               upon execution hereof the advance Base Rent described in
               paragraph 1.8 of the Basic Lease Provisions. Rent for any period
               during the term hereof which is for less than one month shall be
               prorated based upon the actual number of days of the calendar
               month involved. Rent shall be payable in lawful money of the
               United States to

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               Lessor at the address stated herein or to such other persons or
               at such other places as Lessor may designate in writing.

[The following text has been struck out of the original document]

        4.2.   Operating Expense Increase. Lessee shall pay to Lessor during the
               term hereof, in addition to the Base Rent, Lessee's Share, as
               hereinafter defined, of the amount by which all Operating
               Expenses, as hereunder defined, for each Comparison Year exceeds
               the amount of all Operating Expenses for the Base Year, such
               excess being hereinafter referred to as the "Operating Expense
               Increase", in accordance with the following provisions:

               (a)    "Lessee's Share" is defined, for purposes of this Lease,
                      as the percentage set forth in paragraph 1.10 of the Basic
                      Lease Provisions, which percentage has been determined by
                      dividing the approximate square footage of the Premises by
                      the total approximate square footage of the rentable space
                      contained in the Office Building Project.  It is
                      understood and agreed that the square footage figures set
                      forth in the Basic Lease Provisions are approximations
                      which Lessor and Lessee agree are reasonable and shall not
                      be subject to revision except in connection with an actual
                      change in the size of the Premises or a change in the
                      space available for lease in the Office Building Project.

               (b)    "Base Year" is defined as the calendar year in which the
                      Lease term commences.

               (c)    "Comparison Year" is defined as each calendar year during
                      the term of this Lease subsequent to the Base Year;
                      provided, however, Lessee shall have no obligation to pay
                      a share of the Operating Expense Increase applicable to
                      the first twelve (12) months of the Lease Term (other than
                      such as are mandated by a governmental authority, as to
                      which government mandated expenses Lessee shall pay
                      Lessee's  Share, notwithstanding  they occur during the
                      first twelve (12) months; Lessee's Share of the Operating
                      Expense Increase for the first and last Comparison Years
                      of the Lease Term shall be prorated according to that
                      portion of such Comparison Year as to which Lessee is
                      responsible for a share of such increase.

               (d)    "Operating Expenses" is defined, for purposes of this
                      Lease, to include all costs, if any, incurred by Lessor in
                      the exercise of its reasonable discretion, for:

                      (i)    The operation, repair, maintenance, and replacement
                             in neat, clean, safe, and good order and condition,
                             of the Office Building Project, including, but not
                             limited to, the following:

                             (aa)   The Common Areas, including their surfaces,
                                    coverings, decorative items, carpets, drapes
                                    and window coverings, and including parking
                                    areas, loading and unloading areas, trash
                                    areas, roadways, sidewalks, walkways,
                                    stairways, parkways, driveways, landscaped
                                    areas, striping, bumpers, irrigation
                                    systems, Common Area lighting facilities,
                                    building exteriors and roofs, fences and
                                    gates;

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                             (bb)   All heating, air conditioning, plumbing,
                                    electrical systems, life safety equipment,
                                    telecommunication and other equipment used
                                    in common by, or for the benefit of, lessees
                                    or occupants of the Office Building Project,
                                    including elevators and escalators, tenant
                                    directories, fire detection systems
                                    including sprinkler system maintenance and
                                    repair.

                      (ii)   Trash disposal; janitorial and security services;

                      (iii)  Any other service to be provided by Lessor that is
                             elsewhere in this Lease stated to be an "Operating
                             Expense";

                      (iv)   The cost of the premiums for the liability and
                             property insurance policies to be maintained by
                             Lessor under paragraph 8 hereof;

                      (v)    The amount of the real property taxes to be paid by
                             Lessor under paragraph 10.1 hereof;

                      (vi)   The cost of water, sewer, gas, electricity, and
                             other publicly mandated services to the Office
                             Building Project;

                      (vii)  Labor, salaries, and applicable fringe benefits and
                             costs, materials, supplies and tools, used in
                             maintaining and/or cleaning the Office Building
                             Project and accounting and a management fee
                             attributable to the operation of the Office
                             Building Project;

                      (viii) Replacing and/or adding improvements mandated by
                             any governmental agency and any repairs or removals
                             necessitated thereby amortized over its useful life
                             according to Federal income tax regulations or
                             guidelines for depreciation thereof (including
                             interest on the unamortized balance as is then
                             reasonable in the judgment of Lessor's
                             accountants);

                      (ix)   Replacement of equipment or improvements that have
                             a useful life for depreciation purposes according
                             to Federal income tax guidelines of five (5) years
                             or less, as amortized over such life.

               (e)    Operating Expenses shall not include the costs of
                      replacements of equipment or improvement that have a
                      useful life for Federal income tax purposes in excess of
                      five (5) years unless it is of the type described in
                      paragraph 4.2(d)(viii), in which case their cost shall be
                      included as above provided.

               (f)    Operating Expenses shall not include any expenses paid by
                      any lessee directly to third parties, or as to which
                      Lessor is otherwise reimbursed by any third party, other
                      tenant, or by insurance proceeds.

               (g)    Lessee's Share of Operating Expense Increase shall be
                      payable by Lessee within ten (10) days after a reasonably
                      detailed statement of actual expense is presented to
                      Lessee by Lessor. At Lessor's option, however, an amount
                      may be estimated by Lessor from time to time in advance of
                      Lessee's Share of the Operating Expense

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                      Increase for any Comparison Year, and the same shall be
                      payable monthly or quarterly, as Lessor shall designate,
                      during each Comparison Year of the Lease term, on the same
                      day as the Base Rent is due hereunder. In the event that
                      Lessee pays Lessor's estimate of Lessee's Share of
                      Operating Expense Increase as aforesaid, Lessor shall
                      deliver to Lessee within sixty (60) days after the
                      expiration of each Comparison Year a reasonably detailed
                      statement showing Lessee's Share of the actual Operating
                      Expense Increase incurred during such year. If Lessee's
                      payments under this paragraph 4.2(g) during said
                      Comparison Year exceed Lessee's Share as indicated on said
                      statement, Lessee shall be entitled to credit the amount
                      of such overpayment against Lessee's Share of Operating
                      Expense Increase next falling due. If Lessee's payments
                      under this paragraph during said Comparison Year were less
                      than Lessee's Share as indicated on said statement, Lessee
                      shall pay to Lessor the amount of the deficiency within
                      ten (10) days after delivery by Lessor to Lessee of said
                      statement. Lessor and Lessee shall forthwith adjust
                      between them by each payment any balance determined to
                      exist with respect to that portion of the last Comparison
                      Year for which Lessee is responsible as to Operating
                      Expense Increases, notwithstanding that the Lease term may
                      have terminated before the end of such Comparison Year.

        4.3    Rent Increase.

               4.3.1  At the times set forth in paragraph 1.7 of the Basic Lease
                      Provisions, the monthly Base Rent payable under paragraph
                      4.1 of this Lease shall be adjusted by the increase, if
                      any, in the Consumer Price Index of the Bureau of Labor
                      Statistics of the Department of Labor for All Urban
                      Consumers, (1967-100). "All Items," for the city nearest
                      the location of the Building, herein referred to as
                      "C.P.I.", since the date of this Lease.

               4.3.2  The monthly Base Rent payable pursuant to paragraph 4.3.1
                      shall be calculated as follows: the Base Rent payable for
                      the first month of the term of this Lease, as set forth in
                      paragraph 4.1 of this Lease, shall be multiplied by a
                      fraction of the numerator of which shall be the C.P.I. of
                      the calendar month during which the adjustment is to take
                      effect, and the denominator of which shall be the C.P.I.
                      for the calendar month in which the original Lease form
                      commences. The sum so calculated shall constitute the new
                      monthly Base Rent hereunder, but, in no event, shall such
                      new monthly Base Rent be less than the Base Rent payable
                      for the month immediately preceding the date for the rent
                      adjustment.

               4.3.3  In the event the compilation and/or publication of the
                      C.P.I. shall be transferred to any other governmental
                      department or bureau or agency or shall be discontinued,
                      then the index most nearly the same as the C.P.I. shall be
                      used to make such calculations. In the event that Lessor
                      and lessee cannot agree on such alternative index, then
                      the matter shall be submitted for decision to the American
                      Arbitration Association in the county in which the

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                      Premises are located, in accordance with the then rules of
                      said association and the decision of the arbitrators shall
                      be binding upon the parties, notwithstanding one party
                      failing to appear after due notice of the proceeding. The
                      cost of said Arbitrators shall be paid equally by Lessor
                      and Lessee.

               4.3.4  Lessee shall continue to pay the rent at the rate
                      previously in effect until the increase, if any, is
                      determined. Within five (5) days following the date on
                      which the increase is determined, Lessee shall make such
                      payment to Lessor as will bring the increased rental
                      current, commencing with the effective date of such
                      increase through the date of any rental installments then
                      due. Thereafter the rental shall be paid at the increased
                      rate.

               4.3.5  At such time as the amount of any change in the rental
                      required by this Lease is known or determined, Lessor and
                      Lessee shall execute an amendment this Lease setting forth
                      such change.

[End of the text that has been struck out of the original document]

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder, or otherwise defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby. If Lessor so uses or applies all or any portion of
said deposit, Lessee shall within ten (10) days after written demand therefor
deposit cash with Lessor in an amount sufficient to restore said deposit to the
full amount then required of Lessee, if the monthly Base Rent shall, from time
to time, increase during the term of this Lease, Lessee shall, at the time of
such increase, deposit with Lessor additional money as a security deposit so
that the total amount of the security deposit held by Lessor shall at all times
bear the same proportion to the then current Base Rent as the initial security
deposit bears to the initial Base Rent set forth In paragraph 1.6 of the Basic
Lease Provisions. Lessor shall not be required to keep said security deposit
separate from its general accounts. If Lessee performs all of Lessees
obligations hereunder, said deposit, or so much thereof as has not heretofore
been applied by Lessor shall be returned, without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option, to the last assignee,
if any, of Lessee's interest hereunder) at the expiration of the term hereof,
and after Lessee has vacated the Premises. No trust relationship is created
herein between Lessor and Lessee with respect to said Security Deposit.

6.      Use.

6.1            Use. The Premises shall be used and occupied only for the purpose
               set forth in paragraph 1.4 of the Basic Lease Provisions or any
               other use which is reasonably comparable to that use and for no
               other purpose.

[The following text has been struck out of the original document]

               (a)    Lessor warrants to Lessee that the Premises, in the state
                      existing on the date that the Lease term commences, but
                      without regard to alterations or improvements made by
                      Lessee or the use for which Lessee will occupy the
                      Premises, does not violate any covenants or restrictions
                      of record, or any applicable building code, regulation or

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                      ordinance in effect on such Lease term Commencement Date.
                      In the event it is determined that this warranty has been
                      violated then it shall be the obligation of the Lessor,
                      after written notice from Lessee, to promptly, at Lessor's
                      sole cost and expense, rectify any such violation.

              (b)     Except as provided in paragraph 6.2(a), Lessee shall, at
                      Lessee's expense, promptly comply with all applicable
                      statutes, ordinances, rules, regulations, orders,
                      covenants and restrictions of record, and requirements of
                      any fire insurance underwriters or rating bureaus, new in
                      effect, or which may hereafter come into effect, whether
                      or not they reflect a change in policy from that now
                      existing, during the term or any part of the term hereof,
                      relating in any manner to the Premises and the occupation
                      and use by Lessee of the Premises. Lessee shall conducts
                      its business in a lawful manner and shall not use or
                      permit the use of the Premises or the Common Areas in any
                      manner that will tend to create waste or a nuisance or
                      shall tend to disturb other occupants of the Office
                      Building Project.

[End of the text that has been struck out of the original document]

        6.3    Condition of Premises.

               (a)    Lessor shall deliver the Premises to Lessee in a clean
                      condition on the Lease Commencement Date (unless Lessee is
                      already in possession) and Lessor warrants to Lessee that
                      the plumbing, lighting, air conditioning, and heating
                      system in the Premises shall be in good operating
                      condition. In the event that it is determined that this
                      warranty has been violated, then it shall be the
                      obligation of Lessor, after receipt of written notice from
                      Lessee setting forth with specificity the nature of the
                      violation, to promptly, at Lessor's sole cost, rectify
                      such violation.

               (b)    Except as otherwise provided in this Lease, Lessee hereby
                      accepts the Premises and the Office Building Project in
                      their condition existing as of the Lease Commencement Date
                      or the date that Lessee takes possession of the Premises,
                      whichever is earlier, subject to all applicable zoning,
                      municipal, county and state laws, ordinances and
                      regulations governing and regulating the use of the
                      Premises, and any easements, covenants or restrictions of
                      record, and accepts this Lease subject thereto and to all
                      matters disclosed thereby and by any exhibits attached
                      hereto. Lessee acknowledges that it has satisfied itself
                      by its own independent investigation that the Premises are
                      suitable for its intended use, and that neither Lessor nor
                      Lessor's agent or agents has made any representation or
                      warranty as to the present or future suitability of the
                      Premises, Common Areas, or Office Building Project for the
                      conduct of Lessees business.

7.      Maintenance, Repairs, Alterations and Common Area Services.

        7.1    Lessor's Obligations. Lessor shall keep the Office Building
               Project, including the Premises, interior and exterior walls,
               roof, and common areas, and the equipment whether used
               exclusively for the Premises or in common with other premises, in
               good condition and repair; provided,

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               however, Lessor shall not be obligated to paint, repair or
               replace wall coverings, or to repair or replace any improvements
               that are not ordinarily a part of the Building or are above then
               Building standards. Except as provided in paragraph 9.5, there
               shall be no abatement of rent or liability of Lessee on account
               of any injury or interference with Lessee's business with respect
               to any improvements, alterations or repairs made by Lessor to the
               Office Building Project or any part thereof. Lessee expressly
               waives the benefits of any statute now or hereafter in effect
               which would otherwise afford Lessee the right to make repairs at
               Lessor's expense or to terminate this Lease because of Lessor's
               failure to keep the Premises in good order, condition and repair.

        7.2    Lessees Obligations.

               (a)    Notwithstanding Lessor's obligation to keep the Premises
                      in good condition and repair, Lessee shall be responsible
                      for payment of the cost thereof to Lessor as additional
                      rent for that portion of the cost of any maintenance and
                      repair of the Premises, or any equipment (wherever
                      located) that serves only Lessee or the Premises, to the
                      extent such cost is attributable to causes beyond normal
                      wear and tear. Lessee shall be responsible for the cost of
                      painting, repairing or replacing wall coverings, and to
                      repair or replace any Premises improvements that are not
                      ordinarily a part of the Building or that are above then
                      Building standards. Lessor may, at its option, upon
                      reasonable notice, elect to have Lessee perform any
                      particular such maintenance or repairs the cost of which
                      is otherwise Lessee's responsibility hereunder.

               (b)    On the last day of the term hereof, or on any sooner
                      termination, Lessee shall surrender the Premises to Lessor
                      in the same condition as received, ordinary wear and tear
                      excepted, clean and free of debris. Any damage or
                      deterioration of the Premises shall not be deemed ordinary
                      wear and tear if the same could have been prevented by
                      good maintenance practices by Lessee. Lessee shall repair
                      any damage to the Premises occasioned by the installation
                      or removal of Lessee's trade fixtures, alterations,
                      furnishings and equipment. Except as otherwise stated in
                      this Lease, Lessee shall leave the air lines, power
                      panels. electrical distribution systems, lighting
                      fixtures, air conditioning, window coverings, wall
                      coverings, carpets, wall paneling, ceilings and plumbing
                      on the Premises and in good operating condition.

        7.3    Alterations and Additions.

               (a)    Lessee shall not, without Lessor's prior written consent
                      make any alterations, improvements, additions, Utility
                      Installations or repairs in, on or about the Premises, or
                      the Office Building Project. As used in this paragraph 7.3
                      the term "Utility Installation" shall mean carpeting,
                      window and wall coverings, power panels, electrical
                      distribution systems, lighting fixtures, air conditioning,
                      plumbing, and telephone and telecommunication wiring and
                      equipment. At the expiration of the term, Lessor may
                      require the removal of any or all of said alterations,
                      improvements, additions or Utility Installations,

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                      and the restoration of the Premises and the Office
                      Building Project to their prior condition, at Lessees
                      expense. Should Lessor permit Lessee to make its own
                      alterations, improvements, additions or Utility
                      Installations, Lessee shall use only such contractor as
                      has been expressly approved by Lessor, and Lessor may
                      require Lessee to provide Lessor, at Lessee's sole cost
                      and expense a lien and completion bond in an amount equal
                      to one and one-half times the estimated cost of such
                      improvements, to insure Lessor against any liability for
                      mechanic's and materialmen's liens and to insure
                      completion of the work. Should Lessee make any
                      alterations, improvements, additions or Utility
                      Installations without the prior approval of Lessor or use
                      a contractor not expressly approved by Lessor, Lessor may,
                      at any time during the term of this Lease, require that
                      Lessee remove any part or all of the same.

               (b)    Any alterations improvements, additions or Utility
                      Installations in or about the Premises or the Office
                      Building Project that Lessee shall desire to make shall be
                      presented to Lessor in written form with proposed detailed
                      plans. If Lessor shall give its consent to Lessee's making
                      such alteration, improvement, addition or Utility
                      Installation, the consent shall be deemed conditioned upon
                      Lessee acquiring a permit to do so from the applicable
                      governmental agencies, furnishing a copy thereof to Lessor
                      prior to the commencement of the work, and compliance by
                      Lessee with all conditions of said permit in a prompt and
                      expeditious manner.

               (c)    Lessee shall pay, when due, all claims for labor or
                      materials furnished or alleged to have been furnished to
                      or for Lessee at or for use in the Premises, which claims
                      are or may be secured by any mechanic's or materialmen's
                      lien against the Premises, the Building or the Office
                      Building Project or any interest therein.

               (d)    Lessee shall give Lessor not less than ten (10) days
                      notice prior to the commencement of any work in the
                      Premises by Lessee, and Lessor shall have the right to
                      post notices of non-responsibility in or on the Premises
                      or the Building as provided by law. If Lessee shall, in
                      good faith, contest the validity of any such lien, claim
                      or demand, then Lessee shall, at its sole expense defend
                      itself and Lessor against the same and shall pay and
                      satisfy any such adverse judgment that may be rendered
                      thereon before the enforcement thereof against the Lessor
                      or the Premises, the Building or the Office Building
                      Project, upon the condition that if Lessor shall require.
                      Lessee shall furnish to Lessor a surety bond satisfactory
                      to Lessor in an amount equal to such contested lien claim
                      or demand indemnifying Lessor against liability for the
                      same and holding the Premises, the Building and the Office
                      Building Project free from the effect of such lien or
                      claim. In addition, Lessor may require Lessee to pay
                      Lessor's reasonable attorneys fees and costs in
                      participating in such action if Lessor shall decide it is
                      to Lessor's best interest so to do.

               (e)    All alterations, improvements, additions and Utility
                      Installations

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                      (whether or not such Utility Installations constitute
                      trade fixtures of Lessee), which may be made to the
                      Premises by Lessee, including but not limited to, floor
                      coverings, panelings, doors, drapes, built-ins moldings,
                      sound attenuation, and lighting and telephone or
                      communication systems, conduit, wiring and outlets, shall
                      be made and done in a good and workmanlike manner and of
                      good and sufficient quality and materials and shall be the
                      property of Lessor and remain upon and be surrendered with
                      the Premises at the expiration of the Lease term, unless
                      Lessor requires their removal pursuant to paragraph
                      7.3(a). Provided Lessee is not in default, notwithstanding
                      the provisions of this paragraph 7.3(e), Lessee's personal
                      property and equipment, other than that which is affixed
                      to the Premises so that it cannot be removed without
                      material damage to the Premises or the Building, and other
                      than Utility Installations, shall remain the property of
                      Lessee and may be removed by Lessee subject to the
                      provisions of paragraph 7.2.

               (f)    Lessee shall provide Lessor with as-built plans and
                      specifications for any alterations, improvements,
                      additions or Utility Installations.

        7.4    Utility Additions. Lessor reserves the right to install new or
               additional utility facilities throughout the Office Building
               Project for the benefit of Lessor or Lessee, or any other lessee
               of the Office Building Project, including, but not by way of
               limitation, such utilities as plumbing, electrical systems,
               communication systems, and fire protection and detection systems,
               so long as such installations do not unreasonably interfere with
               Lessees use of the Premises.

8.      Insurance; Indemnity.

        8.1    Liability Insurance - Lessee. Lessee shall, at Lessee's expense,
               obtain and keep in force during the term of this Lease a policy
               of Comprehensive General Liability insurance utilizing an
               Insurance Services Office standard form with Broad Form General
               Liability Endorsement (GL0404), or equivalent, in an amount of
               not less than $1,000,000 per occurrence of bodily injury and
               property damage combined or in a greater amount as reasonably
               determined by Lessor and shall insure Lessee with Lessor, L.A.
               Forum Holdings, LLC, and L.A. Arena Company. LLC., L.A. Arena
               Funding, LLC., Anschutz/Forum Holdings, LLC, Fox Hockey Holdings,
               LLC and Anschutz/L.A. Venture, Inc. as an additional insureds
               against liability arising out of the use, occupancy or
               maintenance of the Premises. Compliance with the above
               requirement shall not, however, limit the liability of Lessee
               hereunder.

        8.2    Liability Insurance - Lessor. Lessor shall obtain and keep in
               force during the term of this Lease a policy of Combined Single
               Limit Bodily Injury and Broad Form Property Damage Insurance,
               plus coverage against such other risks Lessor deems advisable
               from time to time, Insuring Lessor, but not Lessee, against
               liability arising out of the ownership, use, occupancy or
               maintenance of the Office Building Project in an amount not less
               than $5,000,000.00 per occurrence.

        8.3    Property Insurance - Lessee.  Lessee shall, at Lessee's expense,
               obtain

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               and keep in force during the term of this Lease for the benefit
               of Lessee. replacement cost fire and extended coverage insurance
               with vandalism and malicious mischief, sprinkler leakage and
               earthquake sprinkler leakage endorsements, in an amount
               sufficient to cover not less than 100% of the full replacement
               cost, as the same may exist from time to time, of all of Lessees
               personal property, fixtures, equipment and tenant improvements.

        8.4    Property Insurance - Lessor. Lessor shall obtain and keep in
               force during the term of this Lease a policy or policies of
               insurance covering loss or damage to the Office Building Project
               improvements, but not Lessee's personal property, fixtures,
               equipment or tenant improvements, in the amount of the full
               replacement cost thereof, as the same may exist from time to
               time, utilizing Insurance Services Office standard form, or
               equivalent, providing protection against all perils included
               within the classification of fire, extended coverage, vandalism,
               malicious mischief, plate glass, and such other perils as Lessor
               deems advisable or may be required by a lender having a lien on
               the Office Building Project. In addition, Lessor shall obtain and
               keep in force, during the term of this Lease, a policy of rental
               value insurance covering a period of one year, with loss payable
               to Lessor, which insurance shall also cover all Operating
               Expenses for said period. Lessee will not be named in any such
               policies carried by Lessor and shall have no right to any
               proceeds therefrom, The policies required by these paragraphs 8.2
               and 8.4 shall contain such deductibles as Lessor or the aforesaid
               `ender may determine. In the event that the Premises shall suffer
               an insured loss as defined in paragraph 9.1(f) hereof, the
               deductible amounts under the applicable insurance policies shall
               be deemed an Operating Expense. Lessee shall not do or permit to
               be done anything which shall invalidate the insurance policies
               carried by Lessor. Lessee shall pay the entirety of any increase
               in the property insurance premium for the Office Building Project
               over what it was immediately prior to the commencement of the
               term of this Lease if the increase is specified by Lessor's
               insurance carrier as being caused by the nature of Lessee's
               occupancy or any act or omission of Lessee.

        8.5    Insurance Policies. Lessee shall deliver to Lessor copies of
               liability insurance policies required under paragraph 8.1 or
               certificates evidencing the existence and amounts of such
               insurance within seven (7) days after the Commencement Date of
               this Lease. No such policy shall be cancelable or subject to
               reduction of coverage or other modification except after thirty
               (30) days prior written notice to Lessor. Lessee shall, at least
               thirty (30) days prior to the expiration of such policies,
               furnish Lessor with renewals thereof.

        8.6    Waiver of Subrogation. Lessee and Lessor each hereby release and
               relieve the other, and waive their entire right of recovery
               against the other, for direct or consequential loss or damage
               arising out of or incident to the perils covered by property
               insurance carried by such party, whether due to the negligence of
               Lessor or Lessee or their agents, employees, contractors and/or
               invitees. If necessary all property insurance policies required
               under this Lease shall be endorsed to so provide.

        8.7    Indemnity.  Lessee shall indemnify and hold harmless Lessor and
               its

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               agents, Lessor's master or ground lessor, partners and lenders,
               from and against any and all claims for damage to the person or
               property of anyone or any entity arising from Lessee's use of the
               Office Building Project, or from the conduct of Lessee's business
               or from any activity, work or things done, permitted or suffered
               by Lessee in or about the Premises or elsewhere and shall further
               indemnify and hold harmless Lessor from and against any and all
               claims, costs and expenses arising from any breach or default In
               the performance of any obligation on Lessee's part to be
               performed under the terms of this Lease, or arising from any act
               or omission of Lessee, or any of Lessee's agents, contractors,
               employees or invitees, and from and against all costs, attorney's
               fees, expenses and liabilities incurred by Lessor as the result
               of any such use, conduct, activity, work, things done, permitted
               or suffered, breach, default or negligence, and in dealing
               reasonably therewith, including but not limited to the defense or
               pursuit of any claim or any action or proceeding involved
               therein; and in case any action or proceeding be brought against
               Lessor by reason of any such matter, Lessee upon notice from
               Lessor shall defend the same at Lessee's expense by counsel
               reasonably satisfactory to Lessor and Lessor shall cooperate with
               Lessee in such defense. Lessor need not have first paid any such
               claim in order to be so indemnified. Lessee, as a material part
               of the consideration to Lessor, hereby assumes all risk of damage
               to property of Lessee or injury to persons, in, upon or about the
               Office Building Project arising from any cause and Lessee hereby
               waives all claims in respect thereof against Lessor.

        8.8    Exemption of Lessor from Liability. Lessee hereby agrees that
               Lessor shall not be liable for injury to Lessee's business or any
               loss of income therefrom or for loss of or damage to the goods,
               wares, merchandise or other property of Lessee. Lessee's
               employees, Invitees, customers, or any other person in or about
               the Premises or the Office Building Project, nor shall Lessor be
               liable for injury to the person of Lessee, Lessee's employees,
               agents or contractors, whether such damage or injury is caused by
               or results from theft, fire, steam, electricity, gas, water or
               rain, or from the breakage, leakage, obstruction or other defects
               of pipes, sprinklers, wires, appliances, plumbing, air
               conditioning or lighting fixtures, or from any other cause,
               whether said damage or injury results from conditions arising
               upon the Premises or upon other portions of the Office Building
               Project, or from other sources or places, or from new
               construction or the repair, alteration or Improvement of any part
               of the Office Building Project, or of the equipment, fixtures or
               appurtenances applicable thereto, and regardless of whether the
               cause of such damage or injury or the means of repairing the same
               is inaccessible, Lessor shall not be liable for any damages
               arising from any act or neglect of any other lessee, occupant or
               user of the Office Building Project, nor from the failure of
               Lessor to enforce the provisions of any other lease of any other
               lessee of the Office Building Project.

        8.9    No Representation of Adequate Coverage. Lessor makes no
               representation that the limits or forms of coverage of insurance
               specified

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               in this paragraph 8 are adequate to cover Lessee's property or
obligations under this Lease.

9.      Damage or Destruction.

        9.1    Definitions.

               (a)    "Premises Damage" shall mean if the Premises are damaged
                      or destroyed to any extent.

               (b)    "Premises Building Partial Damage" shall mean if the
                      Building of which the Premises are a part is damaged or
                      destroyed to the extent that the cost to repair is less
                      than fifty percent (50%) of the then Replacement Cost of
                      the Building.

               (c)    "Premises Building Total Destruction" shall mean if the
                      Building of which the Premises are a part is damaged or
                      destroyed to the extent that the cost to repair is fifty
                      percent (50%) or more of the then Replacement Cost of the
                      Building.

               (d)    "Office Building Project Buildings" shall mean all of the
                      buildings on the Office Building Project site.

               (e)    "Office Building Project Buildings Total Destruction"
                      shall mean if the Office Building Project Buildings are
                      damaged or destroyed to the extent that the cost to repair
                      is fifty percent (50%) or more of the then Replacement
                      Cost of the Office Building Project Buildings.

               (f)    "Insured Loss" shall mean damage or destruction which was
                      caused by an event required to be covered by the insurance
                      described in paragraph 8. The fact that an Insured Loss
                      has a deductible amount shall not make the loss an
                      uninsured loss.

               (g)    "Replacement Cost" shall mean the amount of money
                      necessary to be spent in order to repair or rebuild the
                      damaged area to the condition that existed immediately
                      prior to the damage occurring, excluding all improvements
                      made by lessees, other than those installed by Lessor at
                      Lessee's expense.

        9.2    Premises Damage; Premises Building Partial Damage.

               (a)    Insured Loss: Subject to the provisions of paragraphs 9.4
                      and 9.5. If at any time during the term of this Lease
                      there is damage which is an Insured Loss and which falls
                      into the classification of either Premises Damage or
                      Premises Building Partial Damage, then Lessor shall, as
                      soon as reasonably possible and to the extent the required
                      materials and labor are readily available through usual
                      commercial channels, at Lessor's expense, repair such
                      damage (but not Lessee's fixtures, equipment or tenant
                      improvements originally paid for by Lessee) to its
                      condition existing at the time of the damage, and this
                      Lease shall continue in full force and effect.

               (b)    Uninsured Loss: Subject to the provisions of paragraphs
                      9.4 and 95, if at any time during the term of this Lease
                      there Is damage which is not an Insured Loss and which
                      falls within the classification of Premises Damage or
                      Premises Building Partial Damage, unless caused by a
                      negligent or willful act of Lessee (in which event Lessee
                      shall make the repairs at Lessee's expense), which damage
                      prevents Lessee from making any substantial use of the

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                      Premises, Lessor may at Lessor's option either (i) repair
                      such damage as soon as reasonably possible at Lessor's
                      expense, in which event this Lease shall continue in full
                      force and effect, or (ii) give written notice to Lessee
                      within thirty (30) days after the date of the occurrence
                      of such damage of Lessor's intention to cancel and
                      terminate this Lease as of the date of the occurrence of
                      such damage, in which event this Lease shall terminate as
                      of the date of the occurrence of such damage.

        9.3    Premises Building Total Destruction; Office Building Project
               Total Destruction. Subject to the provisions of paragraphs 9.4
               and 9.5, if at any time during the term of this Lease there is
               damage, whether or not it is an insured Loss, which falls into
               the classifications of either (I) Premises Building Total
               Destruction, or (ii) Office Building Project Total Destruction,
               then Lessor may at Lessor's option either (I) repair such damage
               or destruction as soon as reasonably possible at Lessor's expense
               (to the extent the required materials are readily available
               through usual commercial channels) to its condition existing at
               the time of the damage, but not Lessee's fixtures, equipment or
               tenant improvements, and this Lease shall continue in full force
               and effect, or (ii) give written notice (o Lessee within thirty
               (30) days after the date of occurrence of such damage of Lessor's
               intention to cancel and terminate this Lease, in which case this
               Lease shall terminate as of the date of the occurrence of such
               damage.

        9.4    Damage Near End of Term.

               (a)    Subject to paragraph 9.4(b), if at any time during the
                      last twelve (12) months of the term of this Lease there is
                      substantial damage to the Premises, Lessor may at Lessor's
                      option cancel and terminate this Lease as of the date of
                      occurrence of such damage by giving written notice to
                      Lessee of Lessor's election to do so within 30 days after
                      the date of occurrence of such damage.

               (b)    Notwithstanding paragraph 9.4(a), in the event that Lessee
                      has an option to extend or renew this Lease, and the time
                      within which said option may be exercised has not yet
                      expired, Lessee shall exercise such option, if it is to be
                      exercised at all, no later than twenty (20) days after the
                      occurrence of an Insured Loss falling within the
                      classification of Premises Damage during the last twelve
                      (12) months of the term of this Lease. if Lessee duly
                      exercises such option during said twenty (20) day period,
                      Lessor shall, at Lessor's expense, repair such damage, but
                      not Lessee's fixtures, equipment or tenant improvements,
                      as soon as reasonably possible and this Lease shall
                      continue in full force and effect. If Lessee fails to
                      exercise such option during said twenty (20) day period,
                      then Lessor may at Lessor's option terminate and cancel
                      this Lease as of the expiration of said twenty (20) day
                      period by giving written notice to Lessee of Lessor's
                      election to do so within ten (10) days after the
                      expiration of said twenty (20) day period, notwithstanding
                      any term or provision in the grant of option to the
                      contrary.

        9.5    Abatement of Rent; Lessee's Remedies.

               (a)    In the event Lessor repairs or restores the Building or
                      Premises

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                      pursuant to the provisions of this paragraph 9, and any
                      part of the Premises are not usable (including loss of use
                      due to loss of access or essential services), the rent
                      payable hereunder (including Lessees Share of Operating
                      Expense Increase) for the period during which such damage,
                      repair or restoration continues shall be abated, provided
                      (1) the damage was not the result of the negligence of
                      Lessee, and (2) such abatement shall only be to the extent
                      the operation and profitability of Lessees business as
                      operated from the Premises is adversely affected. Except
                      for said abatement of rent, if any, Lessee shall have no
                      claim against Lessor for any damage suffered by reason of
                      any such damage, destruction, repair or restoration.

               (b)    If Lessor shall be obligated to repair or restore the
                      Premises or the Building under the provisions of this
                      Paragraph 9 and shall not commence such repair or
                      restoration within ninety (90) days after such occurrence,
                      or if Lessor shall not complete the restoration and repair
                      within six (6) months after such occurrence Lessee may at
                      Lessee's option cancel and terminate this Lease by giving
                      Lessor written notice of Lessee's election to do so at any
                      time prior to the commencement or completion,
                      respectively, of such repair or restoration. In such event
                      this Lease shall terminate as of the date of such notice.

               (c)    Lessee agrees to cooperate with Lessor in connection with
                      any such restoration and repair, including but not limited
                      to the approval and/or execution of plans and
                      specifications required.

        9.6    Termination Advance Payments. Upon termination of this Lease
               pursuant to this paragraph 9, an equitable adjustment shall be
               made concerning advance rent and any advance payments made by
               Lessee to Lessor. Lessor shall, in addition, return to Lessee so
               much of Lessee's security deposit as has not theretofore been
               applied by Lessor.

        9.7    Waiver. Lessor and Lessee waive the provisions of any statute
               which relate to termination of leases when teased property is
               destroyed and agree that such event shall be governed by the
               terms of this Lease.

10.     Real Property Taxes.

        10.1   Payment of Taxes. Lessor shall pay the real property tax, as
               defined in paragraph 10.3, applicable to the Office Building
               Project subject to reimbursement by Lessee of Lessee's Share of
               such taxes in accordance with the provisions of paragraph 4.2,
               except as otherwise provided in paragraph 10.2.

        10.2   Additional improvements. Lessee shall not be responsible for
               paying any increase in real property tax specified in the tax
               assessor's records and work sheets as being caused by additional
               improvements placed upon the Office Building Project by other
               lessees or by Lessor for the exclusive enjoyment of any other
               lessee. Lessee shall, however, pay to Lessor at the time that
               Operating Expenses are payable under paragraph 4.2(C) the
               entirety of any increase in real property tax if assessed solely
               by reason of additional improvements placed upon the Premises by
               Lessee or at Lessee's request.

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        10.3   Definition of "Real Property Tax". As used herein, the term "real
               property tax" shall include any form of real estate tax or
               assessment, general, special, ordinary or extraordinary, and any
               license fee, commercial rental tax, improvement bond or bonds,
               levy or tax (other than inheritance, come or estate taxes)
               imposed on the Office Building Project or any portion thereof by
               any authority having the direct or indirect power to tax,
               including any city, county, state or federal government, or any
               school, agricultural, sanitary, fire, street, drainage or other
               improvement district thereof, as against any legal or equitable
               interest of Lessor in the Office Building Project or In any
               portion thereof, as against Lessor's right to rent or other
               income therefrom, and as against Lessor's business of leasing the
               Office Building Project. The term "real property tax" shall also
               include any tax, fee, levy, assessment or charge (i) in
               substitution of, partially or totally, any tax, fee, levy,
               assessment or charge hereinabove included within the definition
               of "real property tax", or (ii) the nature of which was
               hereinbefore included within the definition of "real property
               tax", or (iii) which Is imposed fore service or right not charged
               prior to June 1, 197B or. if previously charged, has been
               increased since June 1, 1978, or (iv) which Is Imposed as a
               result of a change In ownership, as defined by applicable local
               statutes for property tax purposes, of the Office Building
               Project or which is added to a tax or charge hereinbefore
               included within the definition of real property tax by reason of
               such change of ownership, or (v) which Is imposed by reason of
               this transaction, any modifications or changes hereto, or any
               transfers hereof.

        10.4   Joint Assessment. If the improvements or property, the taxes for
               which are to be paid separately by Lessee under paragraph 10.2 or
               10.5 are not separately assessed, Lessee's portion of that tax
               shall be equitably determined by Lessor from the respective
               valuations assigned in the assessor's work sheets or such other
               information (which may include the cost of construction) as may
               be reasonably available. Lessor's reasonable determination
               thereof, in good faith, shall be conclusive.

        10.5   Personal Property Taxes.

               (a)    Lessee shall pay prior to delinquency all taxes assessed
                      against and levied upon trade fixtures, furnishings.,
                      equipment and all other personal property of Lessee
                      contained in the Premises or elsewhere.

               (b)    If any of Lessee's said personal property shall be
                      assessed with Lessor's real property, Lessee shall pay to
                      Lessor the taxes attributable to Lessee within ten (10)
                      days after receipt of a written statement setting forth
                      the taxes applicable to Lessee's property.

11.     Utilities.

        11.1   Services Provided by Lessor. Lessor shall provide heating,
               ventilation, air conditioning, and janitorial service as
               reasonably required, reasonable amounts of electricity for normal
               lighting and office machines, water for reasonable and normal
               drinking and lavatory use, and replacement light bulbs and/or
               fluorescent tubes and ballasts for standard overhead fixtures.

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        11.2   Services Exclusive to Lessee. Lessee shall pay for all water,
               gas, heat, light, power, telephone and other utilities and
               services specially or exclusively supplied and/or metered
               exclusively to the Premises or to Lessee, together with any taxes
               thereon. if any such services are not separately metered to the
               Premises, Lessee shall pay at Lessor's option, either Lessee's
               Share or a reasonable proportion to be determined by Lessor of
               all charges jointly metered with other premises in the Building.

        11.3   Hours of Service. Said services and utilities shall be provided
               during generally accepted business days and hours or such other
               days or hours as may hereafter be set forth. Utilities and
               services required at other times shall be subject to advance
               request and reimbursement by Lessee to Lessor of the cost
               thereof.

        11.4   Excess Usage by Lessee. Lessee shall not make connection to the
               utilities except by or through existing outlets and shall not
               install or use machinery or equipment in or about the Premises
               that uses excess water, lighting or power, or suffer or permit
               any act that causes extra burden upon the utilities or services,
               including but not limited to security services, over standard
               office usage for the Office Building Project. Lessor shall
               require Lessee to reimburse Lessor for any excess expenses or
               costs that may arise out of a breach of this subparagraph by
               Lessee. Lessor may, in its sole discretion, install at Lessee's
               expense supplemental equipment and/or separate metering
               applicable to Lessee's excess usage or loading.

        11.5   Interruptions. There shall be no abatement of rent and Lessor
               shall not be liable in any respect whatsoever for the inadequacy,
               stoppage, interruption or discontinuance of any utility or
               service due to riot, strike, labor dispute, breakdown, accident,
               repair or other cause beyond Lessor's reasonable control or in
               cooperation with governmental request or directions.

12.     Assignment and Subletting.

       12.1    Lessor's Consent Required. Lessee shall not voluntarily or by
               operation of law assign, transfer, mortgage, sublet, or otherwise
               transfer or encumber all or any part of Lessee's interest in the
               Lease or in the Premises, without Lessor's prior written consent,
               which Lessor shall not unreasonably withhold. Lessor shall
               respond to Lessee's request for consent hereunder in a timely
               manner and any attempted assignment, transfer, mortgage.
               encumbrance or subletting without such consent shall be void, and
               shall constitute a material default and breach of this Lease
               without the need for notice to Lessee under paragraph 13.1.
               "Transfer" within the meaning of this paragraph 12 shall include
               the transfer or transfers aggregating: (a) if Lessee is a
               corporation, more than twenty-five percent (25%) of the voting
               stock of such corporation, or (b) if Lessee is a partnership,
               more than twenty-five percent (25%) of the profit and loss
               participation in such partnership.

[The following text has been struck out of the original document]

        12.2   Lessee Affiliate. Notwithstanding the previsions of paragraph
               12.1 hereof, Lessee may assign or sublet the Premises, or any
               portion thereof, without Lessor's consent, to any corporation
               which controls, is controlled

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               by or is under common control with Lessee, or to any corporation
               resulting from the merger or consolidation with Lessee, or to any
               person or entity which acquires all the assets of lessee as a
               going concern of the business that is being conducted on the
               Premises, all of which are referred to as "Lessee Affiliate:,
               provided that before such assignment shall be effective, (a) said
               assignee shall assume, in full, the obligations of Lessee under
               this Lease and (b) Lessor shall be given written notice of such
               assignment and assumption. Any such assignment shall not, in any
               way, affect or limit the liability of Lessee under the terms of
               this Lease even after such assignment or subletting the terms of
               this Lease are materially changed or altered without the consent
               of Lessee, the consent of whom shall not be necessary.

[End of the text that has been struck out of the original document]

        12.3   Terms and Conditions Applicable to Assignment and Subletting.

               (a)    Regardless of Lessor's consent, no assignment or
                      subletting shall release Lessee of Lessee's obligation
                      hereunder or alter the primary liability of Lessee to pay
                      the rent and other sums due Lessor hereunder including
                      Lessee's Share of Operating Expense increase, and to
                      perform all other obligations to be performed by Lessee
                      hereunder.

               (b)    Lessor may accept rent from any person other than Lessee
                      pending approval or disapproval of such assignment.

               (c)    Neither a delay in the approval or disapproval of such
                      assignment or subletting, nor the acceptance of rent,
                      shall constitute a waiver or estoppel of Lessor's right to
                      exercise its remedies for the breach of any of the terms
                      or conditions of this paragraph 12 or this Lease.

               (d)    If Lessee's obligation under this Lease have been
                      guaranteed by third parties, then an assignment or
                      sublease, and Lessor's consent thereto, shall not be
                      effective unless said guarantors give their written
                      consent to such sublease and the terms thereof.

               (e)    The consent by Lessor to any assignment or subletting
                      shall not constitute a consent to any subsequent
                      assignment or subletting by Lessee or to any subsequent or
                      successive assignment or subletting by the sublessee.
                      However, Lessor may consent to subsequent sublettings and
                      assignments of the sublease or any amendments or
                      modifications thereto without notifying Lessee or anyone
                      else liable on the Lease or sublease and without obtaining
                      their consent and such action shall not relieve such
                      persons from liability under this Lease or said sublease;
                      however, such persons shall not be responsible to the
                      extent any such amendment or modification enlarges or
                      increases the obligations of the Lessee or sublessee under
                      this Lease or such sublease.

               (f)    In the event of any default under this Lease, Lessor may
                      proceed directly against Lessee, any guarantors or anyone
                      else responsible for the performance of this Lease,
                      including the sublessee, without first exhausting Lessor's
                      remedies against any other person or entity responsible
                      therefor to Lessor, or any security held by Lessor or
                      Lessee.

               (g)    Lessor's written consent to any assignment or subletting
                      of the Premises by Lessee shall not constitute an
                      acknowledgment that

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                      no default then exists under this Lease of the obligations
                      to be performed by Lessee nor shall such consent be deemed
                      a waiver of any then existing default, except as may be
                      otherwise stated by Lessor at the time.

               (h)    The discovery of the fact that any financial statement
                      relied upon by Lessor in giving Its consent to an
                      assignment or subletting was materially false shall, at
                      Lessor's election, render Lessor's said consent null and
                      void,

        12.4   Additional Terms and Conditions Applicable to Subletting.
               Regardless of Lessor's consent, the following terms and
               conditions shall apply to any subletting by Lessee of all or any
               part of the Premises and shall be deemed included in all
               subleases under this Lease whether or not expressly incorporated
               therein;

               (a)    Lessee hereby assigns and transfers to Lessor all of
                      Lessee's interest in all rentals and Income arising from
                      any sublease heretofore or hereafter made by Lessee, and
                      Lessor may collect such rent and income and apply same
                      toward Lessee's obligations under this Lease; provided,
                      however, that until a default shall occur in the
                      performance of Lessee's obligations under this Lease,
                      Lessee may receive, collect and enjoy the rents accruing
                      under such sublease. Lessor shall not, by reason of this
                      or any other assignment of such sublease to Lessor nor by
                      reason of the collection of the rents from a sublessee, be
                      deemed liable to the sublessee for any failure of Lessee
                      to perform and comply with any of Lessees obligations to
                      such sublessee under such sublease. Lessee hereby
                      irrevocably authorizes and directs any such sublessee,
                      upon receipt of a written notice from Lessor stating that
                      a default exists in the performance of Lessee's
                      obligations under this Lease, to pay to Lessor the rents
                      due and to become due under the sublease. Lessee agrees
                      that such sublessee shall have the right to rely upon any
                      such statement and request from Lessor, and that such
                      sublessee shall pay such rents to Lessor without an
                      obligation or right to inquire as to whether such default
                      exists and notwithstanding any notice from or claim from
                      Lessee to the contrary Lessee shall have no right or claim
                      against said sublessee or Lessor for any such rents so
                      paid by said sublessee to Lessor.

               (b)    No sublease entered into by Lessee shall be effective
                      unless and until it has been approved in writing by
                      Lessor. in entering into any sublease, Lessee shall use
                      only such form of sublease as is satisfactory to Lessor,
                      and once approved by Lessor, such sublease shall not be
                      changed or modified without Lessor's prior written
                      consent. Any sublease shall, by reason of entering into a
                      sublease under this Lease, be deemed for the benefit of
                      Lessor, to have assumed and agreed to conform and comply
                      with each and every obligation herein to be performed by
                      Lessee other than such obligations as are contrary to or
                      inconsistent with provisions contained in a sublease to
                      which Lessor has expressly consented in writing.

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               (c)    In the event Lessee shall default in the performance of
                      its obligations under this Lease, Lessor at its option and
                      without any obligation to do so, may require any sublessee
                      to attorn to Lessor, in which event Lessor shall undertake
                      the obligations of Lessee under such sublease from the
                      time of the exercise of said option to the termination of
                      such sublease; provided, however, Lessor shall not be
                      liable for any prepaid rents or security deposit paid by
                      such sublessee to Lessee or for any other prior defaults
                      of Lessee under such sublease.

               (d)    No sublessee shall further assign or sublet all or any
                      part of the Premises without Lessor's prior written
                      consent.

               (e)    With respect to any subletting to which Lessor has
                      consented, Lessor agrees to deliver a copy of any notice
                      of default by Lessee to the sublessee. Such sublessee
                      shall have the right to cure a default of Lessee within
                      three (3) days after service of said notice of default
                      upon such sublessee, and the sublessee shall have a right
                      of reimbursement and offset from and against Lessee for
                      any such defaults cured by the sublessee.

        12.5   Lessor's Expenses. In the event Lessee shall assign or sublet the
               Premises or request the consent of Lessor to any assignment or
               subletting or if Lessee shall request the consent of Lessor for
               any act Lessee proposes to do then Lessee shall pay Lessor's
               reasonable costs and expenses incurred in connection therewith,
               including attorneys', architects', engineers' or other
               consultants' fees.

        12.6   Conditions to Consent. Lessor reserves the right to condition any
               approval to assign or sublet upon Lessor's determination that (a)
               the proposed assignee or sublessee shall conduct a business on
               the Premises of a quality substantially equal to that of Lessee
               and consistent with the general character of the other occupants
               of the Office Building Project and not in violation of any
               exclusives or rights then held by other tenants, and (b) the
               proposed assignee or sublessee be at least as financially
               responsible as Lessee was expected to be at the time of the
               execution of this Lease or of such assignment or subletting,
               whichever is greater.

13.     Default; Remedies.

        13.1   Default. The occurrence of any one or more of the following
               events shall constitute a material default of this Lease by
               Lessee:

               (a)    The vacation or abandonment of the Premises by Lessee.
                      Vacation of the Premises shall include the failure to
                      occupy the Premises for a continuous period of sixty (60)
                      days or more, whether or not the rent is paid.

               (b)    The breach by Lessee of any of the covenants, conditions
                      or provisions of paragraphs 7.3(a), (b) or (d)
                      (alterations), 12.1 (assignment or subletting), 13.1(a)
                      (vacation or abandonment), 13.1(e) (insolvency), 13.1(f)
                      (false statement), 16(a) (estoppel certificate). 30(b)
                      (subordination), 33 (auctions), or 41.1

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                      (easements), all of which are hereby deemed to be
                      material, non-curable defaults without the necessity of
                      any notice by Lessor to Lessee thereof.

               (c)    The failure by Lessee to make any payment of rent or any
                      other payment required to be made by Lessee hereunder, as
                      and when due, where such failure shall continue for a
                      period of three (3) days after written notice thereof from
                      Lessor to Lessee. In the event that Lessor serves Lessee
                      with a Notice to Pay Rent or Quit pursuant to applicable
                      Unlawful Detainer statutes such Notice to Pay Rent or Quit
                      shall also constitute the notice required by this
                      subparagraph.

               (d)    The failure by Lessee to observe or perform any of the
                      covenants, conditions or provisions of this Lease to be
                      observed or performed by Lessee other than those
                      referenced in subparagraphs (b) and (c), above, where such
                      failure shall continue for a period of thirty 130) days
                      after written notice thereof from Lessor to Lessee;
                      provided, however, that if the nature of Lessee's
                      noncompliance is such that more than thirty (30) days are
                      reasonably required for its cure, then Lessee shall not be
                      deemed to be in default if Lessee commenced such cure
                      within said thirty (30) day period and thereafter
                      diligently pursues such cure to completion. To the extent
                      permitted by law, such thirty (30) day notice shall
                      constitute the sole and exclusive notice required to be
                      given to Lessee under applicable Unlawful Detainer
                      statutes.

               (e)    (i) The making by Lessee of any general arrangement or
                      general assignment for the benefit of creditors; (ii)
                      Lessee becoming a "debtor" as defined in 11 U.S.C. Section
                      101 or any successor statute thereto (unless, in the case
                      of a petition filed against Lessee, the same is dismissed
                      within sixty (60) days; (iii) the appointment of a trustee
                      or receiver to take possession of substantially all of
                      Lessee's assets located at the Premises or of Lessee's
                      interest in this Lease, where possession is not restored
                      to Lessee within thirty (30) days; or (iv) the attachment,
                      execution or other judicial seizure of substantially all
                      of Lessee's assets located at the Premises or of Lessee's
                      interest in this Lease, where such seizure is not
                      discharged within thirty (30) days. In the event that any
                      provision of this paragraph 13.1(e) is contrary to any
                      applicable law, such provision shall be of no force or
                      effect.

               (f)    The discovery by Lessor that any financial statement given
                      to Lessor by Lessee, or its successor in interest or by
                      any guarantor of Lessee's obligation hereunder, was
                      materially false.

        13.2   Remedies. In the event of any material default or breach of this
               Lease by Lessee, Lessor may at any time thereafter, with or
               without notice or demand and without limiting Lessor in the
               exercise of any right or remedy which Lessor may have by reason
               of such default:

               (a)    Terminate Lessee's right to possession of the Premises by
                      any lawful means, in which case this Lease and the term
                      hereof shall terminate and Lessee shall immediately
                      surrender possession of the Premises to Lessor. In such
                      event Lessor shall be entitled to

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                      recover from Lessee all damages incurred by Lessor by
                      reason of Lessee's default including, but not limited to,
                      the cost of recovering possession of the Premises;
                      expenses of retelling, including necessary renovation and
                      alteration of the Premises, reasonable attorneys' fees,
                      and any real estate commission actually paid; the worth at
                      the time of award by the court having jurisdiction thereof
                      of the amount by which the unpaid rent for the balance of
                      the term after the time of such award exceeds the amount
                      of such rental loss for the same period that Lessee proves
                      could be reasonably avoided; that portion of the leasing
                      commission paid by Lessor pursuant to paragraph 15
                      applicable to the unexpired term of this Lease.

               (b)    Maintain Lessee's right to possession in which case this
                      Lease shall continue in effect whether or not Lessee shall
                      have vacated or abandoned the Premises. In such event
                      Lessor shall be entitled to enforce all of Lessor's rights
                      and remedies under this Lease, including the right to
                      recover the rent as it becomes due hereunder.

               (c)    Pursue any other remedy now or hereafter available to
                      Lessor under the laws or judicial decisions of the state
                      wherein the Premises are located. Unpaid installments of
                      rent and other unpaid monetary obligations of Lessee under
                      the terms of this Lease shall bear interest from the date
                      due at the maximum rate then allowable by law.

        13.3   Default by Lessor. Lessor shall not be in default unless Lessor
               fails to perform obligations required of Lessor within a
               reasonable time, but in no event later than thirty (30) days
               after written notice by Lessee to Lessor and to the holder of any
               first mortgage or deed of trust covering the Premises whose name
               and address shall have theretofore been furnished to Lessee in
               writing. specifying wherein Lessor has failed to perform such
               obligation; provided, however, that if the nature of Lessor's
               obligation is such that more than thirty (30) days are required
               for performance then Lessor shall not be in default if Lessor
               commences performance within such 30-day period and thereafter
               diligently pursues the same to completion.

        13.4   Late Charges. Lessee hereby acknowledges that late payment by
               Lessee to Lessor of Base Rent. Lessee's Share of Operating
               Expense Increase or other sums due hereunder will cause Lessor to
               incur costs not contemplated by this Lease, the exact amount of
               which will be extremely difficult to ascertain. Such costs
               include, Out are not limited to processing and accounting
               charges, and late charges which may be imposed on Lessor by the
               terms of any mortgage or trust deed covering the Office Building
               Project. Accordingly, if any installment of Base Rent, Operating
               Expense increase, or any other sum due from Lessee shall not be
               received by Lessor or Lessor's designee within ten (10) days
               after such amount shall be due, then, without any requirement for
               notice to Lessee, Lessee shall pay to Lessor a late charge equal
               to 6% of such overdue amount. The parties hereby agree that such
               late charge represents a fair and reasonable estimate of the
               costs Lessor will incur by reason of late

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               payment by Lessee. Acceptance of such late charge by Lessor shall
               in no event constitute a waiver of Lessee's default with respect
               to such overdue amount, nor prevent Lessor from exercising any of
               the other rights and remedies granted hereunder.

14. Condemnation. If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs; provided that is so
much of the Premises or the Office Building Project are taken by such
condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall
have the option, to be exercised only in writing within thirty (30) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to terminate this Lease as of the date the condemning
authority takes such possession. if Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the rent and Lessee's
Share of Operating Expense increase shall be reduced In the proportion that the
floor area of the Premises taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded from the Common Areas usable by Lessee and
no reduction of rent shall occur with respect thereto or by reason thereof.
Lessor shall have the option in its sole discretion to terminate this Lease as
of the taking of possession by the condemning authority, by giving written
notice to Lessee of such election within thirty (30) days after receipt of
notice of a taking by condemnation of any part of the Premises or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office Building Project under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any separate award for loss of or
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease
excluding any options. in the event that this Lease is not terminated by reason
of such condemnation, Lessor shall to the extent of severance damages received
by Lessor in connection with such condemnation, repair any damage to the
Premises caused by such condemnation except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

15. Broker's Fee.

        (a)    The brokers involved in this transaction are n/a as "listing
               broker" and n/a as "cooperating broker," licensed real estate
               broker(s). A "cooperating broker'" is defined as any broker other
               than the listing broker entitled to a share of any commission
               arising under this Lease. Upon execution of this Lease by both
               parties, Lessor shall pay to said brokers jointly, or in such
               separate shares as they may mutually designate in writing, a fee
               as set

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               forth in a separate agreement between Lessor and said broker(s),
               or in the event there is no separate agreement between Lessor and
               said broker(s), the sum of $n/a for brokerage services rendered
               by said broker(s) to Lessor in this transaction.

        (b)    Lessor further agrees that (I) if Lessee exercises any Option, as
               defined in paragraph 39.1 of this Lease, which is granted to
               Lessee under this Lease, or any subsequently granted option which
               is substantially similar to an Option granted to Lessee under
               this Lease, or (ii) if Lessee acquires any rights to the Premises
               or other premises described in this Lease which are substantially
               similar to what Lessee would have acquired had an Option herein
               granted to Lessee been exercised, or (iii) if Lessee remains in
               possession of the Premises after the expiration of the term of
               this Lease after having failed to exercise an Option, or (iv) if
               said broker(s) are the procuring cause of any other lease or sate
               entered into between the parties pertaining to the Premises
               and/or any adjacent property in which Lessor has an interest, or
               (v) if the Base Rent Is increased, whether by agreement or
               operation of an escalation clause contained herein, then as to
               any of said transactions or rent increases, Lessor shall pay said
               broker(s) a fee in accordance with the schedule of said broker(s)
               in effect at the time of execution of this Lease. Said fee shall
               be paid at the time of such increased rental is determined.

        (c)    Lessor agrees to pay said fee not only on behalf of Lessor but
               also on behalf of any person, corporation, association, or other
               entity having an ownership interest in said real property or any
               part thereof, when such fee is due hereunder. Any transferee of
               Lessor's interest in this Lease, whether such transfer is by
               agreement or by operation of law, shall be deemed to have assumed
               Lessor's obligation under this paragraph 15. Each listing and
               cooperating broker shall be a third party beneficiary of the
               provisions of this paragraph 15 to the extent of their interest
               In any commission arising under this Lease and may enforce that
               right directly against Lessor; provided, however, that all
               brokers having a right to any part of such total commission shall
               be a necessary party to any suit with respect thereto.

        (d)    Lessee and Lessor each represent and warrant to the other that
               neither has had any dealings with any person, firm, broker or
               finder (other than the person(s), if any, whose names are set
               forth in paragraph 15(a), above) in connection with the
               negotiation of this Lease and/or the consummation of the
               transaction contemplated hereby, and no other broker or other
               person, firm or entity is entitled to any commission or finder's
               fee in connection with said transaction and Lessee and Lessor do
               each hereby indemnify and hold the other harmless from and
               against any costs, expenses, attorneys' fees or liability for
               compensation or charges which may be claimed by any such unnamed
               broker, finder or other similar party by reason of any dealings
               or actions of the indemnifying party.

16.     Estoppel Certificate.

        (a)    Each party (as "responding party") shall at any time upon not
               less than ten (10) days' prior written notice from the other
               party ("requesting party")

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               execute, acknowledge and deliver to the requesting party a
               statement in writing (i) certifying that this Lease is unmodified
               and in full force and effect (or, if modified, stating the nature
               of such modification and certifying that this Lease, as so
               modified, is in full force and effect) and the date to which the
               rent and other charges are paid in advance, if any, and (ii)
               acknowledging that there are not, to the responding party's
               knowledge, any uncured defaults on the part of the requesting
               party, or specifying such defaults if any are claimed. Any such
               statement may be conclusively relied upon by any prospective
               purchaser or encumbrancer of the Office Building Project or of
               the business of Lessee.

        (b)    At the requesting party's option, the failure to deliver such
               statement within such time shall be a material default of this
               Lease by the party who is to respond, without any further notice
               to such party, or it shall be conclusive upon such party that (i)
               this Lease is in full force and effect, without modification
               except as may be represented by the requesting party, (ii) there
               are no uncured defaults in the requesting party's performance,
               and (iii) if Lessor is the requesting party, not more than one
               month's rent has been paid in advance.

        (c)    If Lessor desires to finance, refinance, or sell the Office
               Building Project, or any part thereof, Lessee hereby agrees to
               deliver to any lender or purchaser designated by Lessor such
               financial statements of Lessee as may be reasonably required by
               such lender or purchaser. Such statements shall include the past
               three (3) years' financial statements of Lessee. All such
               financial statements shall be received by Lessor and such lender
               or purchaser in confidence and shall be used only for the
               purposes herein set forth.

17. Lessor's Liability. The term "Lessor'" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in paragraph 15, in the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18. Severability. The invalidity of any provision of this Lease as determined by
a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

19. Interest on Past-due Obligations. Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear Interest at the maximum rate
then allowable by law or judgments from the date due. Payment of such interest
shall not excuse or cure any default by Lessee under this Lease; provided,
however, that interest shall not be payable on late charges incurred by Lessee
nor on any amounts upon

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which late charges are paid by Lessee.

20. Time of Essence. Time is of the essence with respect to the obligations to
be performed under this Lease.

21. Additional Rent. All monetary obligations of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expense Increase and any other expenses payable by Lessee hereunder shall be
deemed to be rent.

22. Incorporation of Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mention herein. No prior or
contemporaneous agreement or understanding pertaining to any such matter shall
be effective. This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification. Except as otherwise stated in this
Lease, Lessee hereby acknowledges that neither the real estate broker listed in
paragraph 15 hereof nor any cooperating broker on this transaction nor the
Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23. Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, whichever first occurs. Either party may
by notice to the other specify a different address for notice purposes except
that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24. Waivers. No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of
acceptance of such rent.

25. Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for

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recording purposes.

26. Holding Over. If Lessee, with Lessor's consent remains in possession of the
Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be two hundred percent (200%) of the rent payable immediately preceding
the termination date of this Lease, and all Options, if any, granted under the
terms of this Lease shall be deemed terminated and be of no further effect
during said month to month tenancy.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provision of paragraph 17,
this Lease shall bind the parties, their personal representatives, successors
and assign. This Lease shall be governed by the laws of the State where the
Office Building Project is located and any litigation concerning this Lease
between the parties hereto shall be initiated in the county in which the Office
Building Project is located.

30.     Subordination.

        (a)    This Lease, and any Option or right of first refusal granted
               hereby, at Lessor's option, shall be subordinate to any ground
               lease, mortgage, deed of trust, or any other hypothecation or
               security now or hereafter placed upon the Office Building Project
               and to any and all advances made on the security thereof and to
               all renewals, modifications, consolidations, replacements and
               extensions thereof. Notwithstanding such subordination, Lessee's
               right to quiet possession of the Premises shall not be disturbed
               if Lessee is not in default and so long as Lessee shall pay the
               rent and observe and perform all of the provisions of this Lease,
               unless this Lease is otherwise terminated pursuant to its terms.
               If any mortgagee, trustee or ground lessor shall elect to have
               this Lease and any Options granted hereby prior to the lien of
               its mortgage, deed of trust or ground lease, and shall give
               written notice thereof to Lessee, this Lease and such Option
               shall be deemed prior to such mortgage, deed of trust or ground
               lease, whether this Lease or such Options are dated prior or
               subsequent to the date of said mortgage, deed of trust or ground
               lease or the date of recording thereof.

        (b)    Lessee agrees to execute any documents required to effectuate an
               attornment, a subordination, or to make this Lease or any Option
               granted herein prior to the lien of any mortgage, deed of trust
               or ground tease, as the case may be. Lessee's failure to execute
               such documents within ten (10) days after written demand shall
               constitute a material default by Lessee hereunder without further
               notice to Lessee or. at Lessor's option,

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               Lessor shall execute such documents on behalf of Lessee as
               Lessee's attorney-in-fact. Lessee does hereby make, constitute
               and irrevocably appoint Lessor as Lessee's attorney-in-fact and
               in Lessee's name, place and stead, to execute such documents in
               accordance with this paragraph 30(b).

31.     Attorneys' Fees.

        31.1   If either party or the broker(s) named herein bring an action to
               enforce the terms hereof or declare rights hereunder, the
               prevailing party in any such action, trial, or appeal thereon,
               shall be entitled to his reasonable attorneys' fees to be paid by
               the losing party as fixed by the court in the same or separate
               suit, and whether or not such action is pursued to decision or
               judgment. The provisions of this paragraph shall inure to the
               benefit of the broker named herein who seeks to enforce a right
               hereunder.

        31.2   The attorneys' fee award shall not be computed in accordance with
               any court fee schedule, but shall be such as to fully reimburse
               all attorneys' lees reasonably incurred in good faith.

        31.3   Lessor shall be entitled to reasonable attorneys' fees and all
               other costs and expenses incurred in the preparation and service
               of notices of default and consultations in connection therewith,
               whether or not a legal transaction is subsequently commenced in
               connection with such default.

32.     Lessor's Access.

        32.1   Lessor and Lessor's agents shall have the right to enter the
               Premises at reasonable times for the purpose of inspecting the
               same, performing any services required of Lessor, showing the
               same to prospective purchasers, lenders, or lessees, taking such
               safety measures, erecting such scaffolding or other necessary
               structures, making such alterations, repairs, improvements or
               additions to the Premises or to the Office Building Project as
               Lessor may reasonably deem necessary or-desirable and the
               erecting, using and maintaining of utilities, services, pipes and
               conduits through the Premises and/or other premises as long as
               there is no material adverse effect to Lessee's use of the
               Premises. Lessor may at any time place on or about the Premises
               or the Building any ordinary "For Sale" signs and Lessor may at
               any time during the last 120 days of the term hereof place on or
               about the Premises any ordinary "For Lease" signs.

        32.2   All activities of Lessor pursuant to this paragraph shall be
               without abatement of rent, nor shall Lessor have any liability to
               Lessee for the same.

        32.3   Lessor shall have the right to retain keys to the Premises and to
               unlock all doors in or upon the Premises other than to files,
               vaults and safes, and in the case of emergency to enter the
               Premises by any reasonably appropriate means, and any such entry
               shall not be deemed a forceable or unlawful entry or detainer of
               the Premises or an eviction. Lessee waives any charges for
               damages or injuries or interference with Lessee's property or
               business in connection therewith.

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33. Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent. Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent. The holding 01 any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34. Signs. Lessee shall not place any sign upon the Premises or the Office
Building Project without Lessor's prior consent. Under no circumstances shall
Lessee place a sign on any roof of the Office Building Project.

35. Merger. The voluntary or other surrender of this Lessee, or a mutual
cancellation thereof, or a termination by Lessor, shall not work a merger, and
shall, at the option of the Lessor, terminate all or any existing substenancies
or may, at the option of Lessor, operate as an assignment to Lessor of any or
all of such substenancies.

36. Consents. Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37. Guarantor. In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants, conditions and provisions on Lessee's part
to be observed and performed hereunder, Lessee shall have quiet possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and
warrant to Lessee that they are fully authorized and legally capable of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

[The following text has been struck out of the original document]

39.     Options.

        39.1   Definition. As used in this paragraph the word "Option" has the
               following meaning: (1) the right or option to extend the term of
               the Lease or to renew this Lease or to extend or renew any lease
               that Lessee has or other property of Lessor; (2) the option of
               right of first refusal to lease the Premises or the right of
               first offer to lease the Premises or the right of first refusal
               to lease other space within the Office Building Project or other
               property of Lessor or the right of first offer to lease other
               space within the Office Building Project or other property of
               Lessor; (3) the right or option to purchase the Premise or the
               Office Building Project, or the right of first refusal to
               purchase the Premises or the Office Building Project or the right
               of first offer to purchase the Premises or the Office Building
               Project, or the

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               right or option to purchase other property of Lessor, or the
               right of first refusal to purchase other property of Lessor or
               the right of first offer to purchase other property of Lessor.

        39.2   Options Personal. Each Option granted to Lessee in this Lease is
               personal to the original Lessee and may be exercised only by the
               original lessee while occupying the Premises who does so without
               the intent of thereafter assigning this Lease or subletting the
               Premises or any portion thereof and may not be exercised or be
               assigned, voluntarily or involuntarily, by or to any person or
               entity other than Lessee; provided, however, that an Option may
               be exercised by or assigned to any Lessee Affiliate as defined in
               paragraph 12.2 of this Lease. The Options, if any, herein granted
               to Lessee are not assignable separate and apart from this Lease,
               nor may any Option be separated from this Lease in any manner,
               either by reservation or otherwise.

        39.3   Multiple Options. In the event that Lessee has any multiple
               options to extend or renew this Lease a later option cannot be
               exercised unless the prior option to extend or renew this Lease
               has been so exercised.

        39.4   Effect of Default on Options.

               (a)    Lessee shall have no right to exercise an Option,
                      notwithstanding any provision in the grant of Option to
                      the contrary, (i) during the time commencing from the date
                      Lessor gives to Lessee a notice of default pursuant to
                      paragraph 13.1(c) or 13.1(d) and continuing until the
                      noncompliance alleged in said notice of default is cured,
                      or (ii) during the period of time commencing on the day
                      after a monetary obligation to Lessor is due from Lessee
                      and unpaid (without any necessity for notice thereof to
                      Lessee) and continuing until the obligation is paid, or
                      (iii) in the event that Lessor has given to Lessee three
                      or more notices of default under paragraph 13.1(c), or
                      paragraph 13.1(d), whether or not the defaults are cured,
                      during the 12 month period of time immediately prior to
                      the time that Lessee attempts to exercise the subject
                      Option, (iv) if lessee has committed any non curable
                      breach, including without limitation, these described in
                      paragraph 13.1(b), or is otherwise in default of any of
                      the terms, covenants or conditions of this Lease.

               (b)    The period of time within which an Option may be exercised
                      shall not be extended or enlarged by reason of Lessee's
                      inability to exercise an Option because of the provisions
                      of paragraph 39.4(a).

               (c)    All rights of Lessee under the provisions of an Option
                      shall terminate and be of no further force or effect,
                      notwithstanding Lessee's due and timely exercise of the
                      Option, if, after such exercise and during the term of
                      this Lease, (i) Lessee fails to pay to Lessor a monetary
                      obligation of Lessee for a period of thirty (30) days
                      after such obligation becomes due (without any necessity
                      of Lessor to give notice to Lessee), or (ii) Lessee fails
                      to commence to cure a default specified in paragraph
                      13.1(d) within thirty (30) days after the date that Lessor
                      gives notice Lessee of such default and/or Lessee fails
                      thereafter to diligently prosecute said cure to
                      completion, or (iii) Lessor gives to Lessee three or more
                      notices of

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                      default under paragraph 13.1(c) or paragraph 13.1(d),
                      whether or not the defaults are cured, or (iv) if Lessee
                      has committed any non-curable breach, including without
                      limitation, these described in paragraph 13.1(b), or is
                      otherwise in default of any of the terms, covenants and
                      conditions of this Lease. [End of the text that has been
                      struck out of the original document]

40.     Security Measures - Lessor's Reservations.

        40.1   Lessee hereby acknowledges that Lessor shall have no obligation
               whatsoever to provide guard service or other security measures
               for the benefit of the Premises or the Office Building Project.
               Lessee assumes all responsibility for the protection of Lessee,
               its agents, and invitees and the property of Lessee and of
               Lessee's agents and invitees from acts of third parties, Nothing
               herein contained shall prevent Lessor, at Lessor's sole option,
               from providing security protection for the Office Building
               Project or any part thereof, in which event the cost thereof
               shall be included within the definition of Operating Expenses, as
               set forth in paragraph 4.2(b).

        40.2   Lessor shall have the following rights:

               (a)    To change the name, address or title of the Office
                      Building Project or building in which the Premises are
                      located upon not less than 90 days prior written notice;

               (b)    To, at Lessee's expense, provide and install Building
                      standard graphics on the door of the Premises and such
                      portions of the Common Areas as Lessor shall reasonably
                      deem appropriate;

               (c)    To permit any lessee the exclusive right to conduct any
                      business as long as such exclusive does not conflict with
                      any rights expressly given herein;

               (d)    To place such signs, notices or displays as Lessor
                      reasonably deems necessary or advisable upon the roof,
                      exterior of the buildings or the Office Building Project
                      or on pole signs in the Common Areas;

        40.3   Lessee shall not:

               (a)    Use a representation (photographic or otherwise) of the
                      Building or the Office Building Project or their name(s)
                      in connection with Lessee's business;

               (b)    Suffer or permit anyone, except in emergency, to go upon
                      the roof of the Building.

41.     Easements:

        41.1   Lessor reserves to Itself the right, from time to time, to grant
               such easements, rights and dedications that Lessor deems
               necessary or desirable, and to cause the recordation of Parcel
               Maps and restrictions, so long as such easements, rights,
               dedications, Maps and restrictions do not unreasonably interfere
               with the use of the Premises by Lessee. Lessee shall sign any of
               the aforementioned documents upon request of Lessor and failure
               to do so shall constitute a material default of this Lease by
               Lessee without the need for further notice to Lessee.

        41.2   The obstruction of Lessee's view, air, or light by any structure
               erected in the vicinity of the Building, whether by Lessor or
               third parties, shall in no

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               way affect this Lease or impose any liability upon Lessor.

42. Performance Under Protest. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment, and there shall survive the right on the part
of said party to institute suit for recovery of such sum. If it shall be
adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this Lease.

43. Authority. If Lessee is a corporation, trust, or general or limited
partnership, Lessee, and each individual executing this Lease on behalf of such
entity represent and warrant that such individual is duty authorized to execute
and deliver this Lease on behalf of said entity. If Lessee is a corporation,
trust or partnership, Lessee shall, within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by bath parties.

48. Lender Modification. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional tender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

47. Multiple Parties. If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

48. Work Letter. This Lease is supplemented by that certain Work Letter of even
date executed by Lessor and Lessee, attached hereto as Exhibit C, and
incorporated herein by this reference.

49. Attachments. Attached hereto are the following documents which constitute a
part of this Lease;

Exhibit A
Exhibit A.1
Exhibit B






LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.


        IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
        YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS
        MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
        ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
        LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
        RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR
        OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

LESSOR                                      LESSEE
L.A. Forum Holdings, LLC                    W.O.W. Entertainment, Inc.,
A Delaware Limited Liability Company        An Indiana Corporation

By /s/ Ted Tanner                           By /s/ David B. McLane
  --------------------------                  -------------------------
Its Executive Vice President                Its President
   -------------------------                   ------------------------


By                                          By
  --------------------------                  -------------------------
Its                                         Its
   -------------------------                   ------------------------

Executed at                                 Executed at
            ----------------                           ----------------
On                                          On
  --------------------------                  -------------------------
Address                                     Address
       ---------------------                       --------------------

NOTE: These forms are often modified to meet changing requirements of law and
needs of the industry. Always write or call to make sure you are utilizing the
most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 South Flower
Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.

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                         STANDARD OFFICE LEASE - GROSS



                               Drawing of Premises



                          STANDARD OFFICE LEASE - GROSS
                                    EXHIBIT A




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                               Drawing of Premises







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                          STANDARD OFFICE LEASE - GROSS
                                   EXHIBIT A1




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                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE


Dated:June 7, 2000
      By and Between L.A.Forum Holdings. LLC ("Lessor") and W.O.W.
      Entertainment. Inc. ("Lessee")

                                  GENERAL RULES

        1. Lessee shall not suffer or permit the obstruction of any Common
Areas, including driveways, walkways and stairways.

        2. Lessor reserves the right to refuse access to any persons Lessor in
good faith judges to be a threat to the safety, reputation or property of the
Office Building Project and its occupants.

        3. Lessee shall not make or permit any noise or odors that annoy or
interfere with other lessees or persons having business within the Office
Building Project.

        4. Lessee shall not keep animals or birds within the Office Building
Project, and shall not bring bicycles, motorcycles or other vehicles into areas
not designated as authorized for same.

        5. Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.

        6. Lessee shall not alter any lock or install new or additional locks or
bolts.

        7. Lessee shall be responsible for the inappropriate use of any toilet
rooms, plumbing or other utilities. No foreign substances of any kind are to be
inserted therein.

        8. Lessee shall not deface the wails, partitions or other surfaces of
the Premises or Office Building Project.

        9. Lessee shall not suffer or permit anything In or around the Premises
or Building that causes excessive vibration or floor loading in any part of the
Office Building Project.

        10. Furniture significant freight and equipment shall be moved Into or
out of the building only with the Lessor's knowledge and consent, and subject to
such reasonable limitations, techniques and timing, as may be designated by
Lessor. Lessee shall be responsible for any damage to the Office Building
Project arising from any such activity.

        11. Lessee shall not employ any service or contractor for services or
work to be performed in the Building, except as approved by Lessor.

        12. Lessor reserves the right to close and lock the Building on
Saturdays, Sundays and legal holidays, and on other days between the hours of
6:00 P.M. and 8:00 AM. of the following day. If Lessee uses the Premises during
such periods, Lessee shall be responsible for securely locking any doors it may
have opened for entry.

        13. Lessee shall return all keys at the termination of its tenancy and
shall be responsible for the cost of replacing any keys that are lost.

        14. No window coverings, shades or awnings shall be installed or used by
Lessee.

        15. No Lessee employee or invitee shall go upon the roof of the
Building.

        16. Lessee shall not suffer or permit smoking or carrying of lighted
cigars or cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.

        17. Lessee shall not use any method of heating or air conditioning other
than as provided by Lessor.

        18. Lessee shall not install, maintain or operate any vending machines
upon the Premises without Lessor's written consent.

        19. The Premises shall not be used for lodging or manufacturing, cooking
or food preparation.

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        20. Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

        21. Lessor reserves the right to waive any one of these rules or
regulations, and/or as to any particular Lessee, and any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to such Lessee.

        22. Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.

        23. Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and it occupants. Lessee
agrees to abide by these and such rules and regulations.


                                  PARKING RULES

        1. Parking areas shall be used only for parking by vehicles no longer
than full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

        2. Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.

        3. Parking stickers or identification devices shall be the property of
Lessor and be returned to Lessor by the holder thereof upon termination of the
holder's parking privileges. Lessee will pay such replacement charge as is
reasonably established by Lessor for the loss of such devices.

        4. Lessor reserves the right to refuse the sate of monthly
identification devices to any person or entity that willfully refuses to comply
with the applicable rules, regulations, laws and/or agreements.

        5. Lessor reserves the right to relocate all or a part of parking spaces
from floor to floor, within one floor, and/or to reasonably adjacent offsite
location(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with applicable laws, ordinances and
regulations.

        6. Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.

        7. Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

        8. Validation, if established, will be permissible only by such method
or methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

        9. The maintenance, washing, waxing or cleaning of vehicles in the
parking structure or Common Areas is prohibited.

        10. Lessee shall be responsible for seeing that all of its employees,
agents and Invitees comply with the applicable parking rules, regulations, laws
and agreements

        11. Lessor reserves the right to modify these rules and/or adopt such
other reasonable and non-discriminatory rules and regulations as it may deem
necessary for the proper operation of the parking area.

        12. Such parking use as is herein provided is intended merely as a
license only and no bailment is intended or shall be created hereby.

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                                    EXHIBIT B







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                FIRST AMENDMENT TO STANDARD OFFICE LEASE - GROSS

        This First Amendment to Standard Office Lease -Gross ("First
Amendment"), dated June 28, 2000, shall amend that certain Standard Office
Gross, dated June 7, 2000 (the "Lease'") by and between LA. Forum Holdings, LLC,
a Delaware Limited Liability Company ("Lessor") and W.O.W. Entertainment, Inc.,
an Indiana Corporation ("Lessee), for the premises described as a portion of the
first and second floors, totaling approximately 2,197 rentable square feet,
located at 3900 W. Manchester Blvd, Inglewood, Los Angeles, California
("Premises"). The Lease is hereby amended as

        1. Premises. The Premises is hereby increased by approximately 840
rentable square feet, the area indicated on the second flour plan as outlined on
Exhibit A. Therefore, the Premises totals 3,037 rentable square feet as shown on
the attached Exhibit A.

        2. Base Rent. Effective July 1, 2001 the Base Rent, as described in
Paragraph 1.6, shall be increased to $6,750.00 per month.

        3. All other terms and conditions shall remain in full force and effect.
In the event of any conflict between this First Amendment and the Lease, the
First Amendment shall control. The Lease, including the First Amendment,
constitute the entire agreement between Lessor and Lessee.

The parties hereto have executed this First Amendment to Standard Office Lease -
Gross as of the date first set forth above.

LA FORUM HOLDINGS, LLC,
a Delaware Limited Liability Company

Date    7/10/00


/s/ Ted Tanner
----------------------------------------
By: Ted Tanner, Executive Vice President
LESSEE


W.O.W. ENTERTAINMENT, INC.
Date    6/28/00

/s/ David B. McLane
----------------------------------------
By: David B. McLane





                                                            Initials: /s/
                                                                      /s/
             (C)1984 - American Industrial Real Estate Association
                               Full Service-Gross
                                    Revised
                                       41
<PAGE>


                                  Second Floor
                                    Exhibit A

Drawing of 2nd Floor Leased Premises





                                                            Initials: /s/
                                                                      /s/
             (C)1984 - American Industrial Real Estate Association
                               Full Service-Gross
                                    Revised
                                       42