EXHIBIT 10.45

                            STANDARD INDUSTRIAL LEASE


1.   PARTIES. This Lease, dated, for reference purposes only, January 6, 2000
     between William K. Vogel (herein called "Lessor") and American Top Real
     Estate Co., Inc. and Diamond Entertainment (herein called "Lessee").

2.   PREMISES. Lessor hereby leases to Lessee and Lessee leases from Lessor for
     the term, at the rental, and upon all the conditions set forth herein, that
     certain real property situated in the county of Los Angeles State of
     California, commonly known as 800 Tucker Lane, City of Industry, CA 91789
     and described as an Industrial Unit of approximately 20,097 square feet
     Said real property including the land and all improvements thereon, is
     herein called "the Premises".

3.   TERM.

     3.1  Term. The term of this lease shall be for three years commencing on
          February 1, 2000 and ending on January 31, 2003 unless sooner
          terminated pursuant to any provision hereof.

     3.2  Delay in Commencement. Notwithstanding said commencement date, if for
          any reason Lessor cannot deliver possession of the Premises to Lessee
          on said date, Lessor shall not be subject to any liability therefore,
          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 until possession of the
          premises tendered to Lessee; provided, however, that if Lessor shall
          not have delivered possession of the Premises within ninety (90) days
          from said commencement date, Lessee may, at Lessee's option, by notice
          in writing to Lessor within ten (10) day thereafter, cancel this
          Lease, in which event the parties shall be discharged from all
          obligations hereunder. If Lessee occupies the Premises prior to said
          commencement date, such occupancy shall be subject to all provisions
          hereof, such occupancy shall not advance the termination date, and
          Lessee shall pay rent for such period at the initial monthly rates set
          forth below.

4.   RENT. Lessee shall pay Lessor as rent for the Premises, in advance, on the
     first day of each month of the term hereof, according to the following
     schedule: $10,500.00 per month for the period of 02/01/2000 through
     01/31/2003. Lessee shall pay Lessor upon the execution hereof $10,500.00 as
     rent for February 2000.

5.   SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof
     $21,000.00 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, or 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 therefore


                                       1
<PAGE>

     deposit cash with Lessor in an amount sufficient to restore said deposit to
     the full amount hereinabove stated and Lessee's failure to do so shall be a
     material breach of this Lease. Lessor shall not be required to keep said
     deposit separate from its general accounts. If Lessee performs all of
     Lessee's obligations hereunder, said deposit, or so much thereof as has not
     theretofore 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.

6.   USE.

     6.1  Use. The Premises shall be used and occupied only for Warehousing of
          Video Tapes/Toys & general merchandise for purpose of sale to include
          loading and packaging products/& administrative and marketing
          activities.

     6.2  Compliance with law. Lessee shall, at Lessee's expense, comply
          promptly with all applicable statutes, ordinances, rules, regulations,
          orders and requirements in effect during the term or any part of the
          term hereof regulating the use by Lessee of the premises. Lessee shall
          not use of the premises in any manner that will tend to create waste
          or nuisance or, it there shall be more than one tenant of the building
          containing the Premises, which shall lend to disturb such other
          tenants.

     6.3  Condition of Premises. Lessee hereby accepts the Premises in their
          condition existing as of the date of the execution hereof, subject to
          all applicable zoning, municipal, county and the state laws,
          ordinances and regulations governing and regulating the use of the
          Premises, and accepts this Lease subject thereto and all matters
          disclosed thereby and by exhibits attached hereto. Lessee acknowledges
          that neither Lessor nor Lessor's agent has made any representation or
          warranty as to the suitability of the Premises for the conduct of
          Lessee's business. Lessor to repair chain link fence in rear of
          premise.

7.   MAINTENANCE, REPAIRS AND ALTERATIONS

     7.1  Lessor's Obligations. Subject to the provisions of Article 9 and
          except for damage caused by any negligent or intentional act or
          omission of Lessee, Lessee's agents, employees, or invites. Lessor, at
          Lessor's expense, shall keep in good order, condition and repair the
          foundations, exterior walls and the exterior roof of the Premises.
          Lessor shall not, however, be obligated to paint such exterior, nor
          shall Lessor be required to maintain the interior surface of exterior
          walls, windows, doors or plate glass. Lessor shall have no obligation
          to make repairs under this paragraph 7.1 until a reasonable time after
          receipt of written notice of the need to such repairs. 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.


                                       2
<PAGE>

     7.2  Lessee's Obligations.

          (a)  Subject to the provisions of Paragraph 9 and Paragraph 7.1,
               Lessee, at Lessee's expense, shall keep in good order, condition
               and repair the Premises and every part thereof (regardless of
               whether the damaged portion of the Premises or the means of
               repairing the same are accessible to Lessee), including without
               limiting the generality of the foregoing, all plumbing, heating,
               air conditioning, ventilating, electrical and lighting facilities
               and equipment within the Premises, fixtures, interior surface of
               exterior walls, ceiling , windows, doors, plate glass, and
               skylights located within the Premises and all sidewalks,
               landscaping, driveways, parking lots, fences and signs located in
               the areas which are adjacent to and included with the Premises.

          (b)  If Lessee fails to perform Lessee's obligations under the
               paragraph 7.2, Lessor may at Lessor's option enter upon the
               Premises after 10 days prior written notice to Lessee, and put
               the same in good order, condition and repair, and the cost
               thereof together with interest thereon at the rate of 10% per
               Annum shall be due and payable as additional rent to Lessor
               together with Lessee's next rental installment.

          (c)  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, broom clean, ordinary wear and tear
               excepted. Lessee shall repair any damage to the Premises
               occasioned by the removal of it's trade fixtures, furnishings and
               equipment pursuant to paragraph 7.3(c), which repair shall
               include the patching and filling of holes and repair of
               structural damage.

     7.3  ALTERATIONS AND ADDITIONS

          (a)  Lessee shall not, without Lessor's prior written consent, make
               any alterations, improvements, additions, or utility
               installations in, on or about the premises, except for
               non-structural alterations not exceeding $2,000 in cost. As used
               in this Paragraph 7.3, the term "utility installations" shall
               include bus ducting, power panels, fluorescent fixtures, space
               heaters, conduits and wiring. As a condition to giving such
               consent, Lessor may require that Lessee agree to remove any such
               alterations, improvements, additions or utility installations at
               the expiration of the term, and to restore the Premises to the
               prior condition. As a further condition to giving such consent,
               Lessor may require Lessee to provide Lessor, at Lessee's sole
               cost and expense, a lien and completion bond in amount equal to
               one and one-half times the estimated cost of such improvements,
               to insure Lessor against any liability for mechanics and
               materialmen's liens and to insure completion of the work.

          (b)  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 mechanics' or materialmen's lien against the Premesis and
               Lessor shall have the right to post notices of non-responsibility
               in or on the Premisis as provided by law.

                                       3
<PAGE>

          (c)  Unless Lessor requires their removal, as set forth in Paragraph
               7.3 (a), all alterations, improvements, additions and utility
               installations (whether or not such utility installations
               constitute trade fixtures of Lessee), which may be made on the
               Premises, shall become the property of Lessor and remain upon and
               be surrendered with the Premises at the expiration of the term.
               Notwithstanding the provisions of this Paragraph 7.3(c), Lessee's
               machinery and equipment, other than that which is affixed to the
               Premises so that it cannot be removed without material damage to
               the Premises, shall remain the property of Lessee and may be
               removed by Lessee subject to the provisions of Paragraph 7.2(c).

          (d)  Any alterations, Improvements, additions or Utility installations
               in, or about the premises that Lessee shall desire to make and
               which requires the consent of the Lessor shall be presented to
               Lessor in written form, with proposed detailed plans. If Lessor
               shall give its consent shall be deemed conditioned upon lessee
               acquiring a permit to do so from appropriate governmental
               agencies, the furnishing of a copy thereof to Lessor prior to
               commencement of the work and the compliance by Lessee of all
               conditions of said permit in a prompt and expeditious manner.

8.   INSURANCE; INDEMNITY.

     8.1  Insurance. Lessee shall, at Lessee's Expense, obtain and keep in force
          during the term of this Lease a policy of Combines Single Limit Bodily
          Injury and Property Damage Insurance insuring Lessee and Lessor
          against liability arising out of the use, occupancy or maintenance of
          the premises and all other areas appurtenant thereto. Such insurance
          shall be in an amount of not less than $1,000,000 per occurrence. The
          policy shall insure performance by Lessee of the indemnity provisions
          of this Paragraph 8. The limits of said insurance shall not, however,
          limit the liability of Lessee hereunder. If Lessee shall fail to
          procure and maintain said insurance, Lessor may, but shall not be
          required to, procure and maintain the same, but at the expense of
          Lessee.

     8.2  Property Insurance. 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 Premises, in the amount of the full replacement value
          thereof, providing protection against all perils included within the
          classification of fire, extended coverage, vandalism, malicious
          mischief, special extended perils (all risk). Lessee shall pay during
          the term hereof, in addition to rent, the amount of any increase in
          premiums for the insurance required under this Paragraph 8.2 over and
          above such premiums paid by Lessor during the first full year of the
          term of this Lease in which Lessor shall have maintained the insurance
          required under this Paragraph 8.2, whether such premiums increase
          shall be the result of the nature of Lessee's occupancy, any act or
          omission of Lessee, requirements of the holder of a mortgage or deed
          of trust covering the Premises, or increased valuation of the
          Premises. Lessee shall pay any such premium increases to Lessor within
          30 days after receipt by Lessee of a copy of the premium statement or
          other satisfactory evidence of the amount due. If the insurance
          policies maintained hereunder cover over improvements in addition to


                                       4
<PAGE>

          the Premises, Lessor shall also deliver to Lessee a statement of the
          amount of such increase attributable to the Premises and showing in
          reasonable detail the manner in which such amount was computed. If the
          term of this Lease shall not expire concurrently with the expiration
          of the period covered by such insurance, Lessee's liability for
          premium increases shall be prorated on an annual basis.

     8.3  Insurance Policies. Insurance required hereunder shall be in companies
          rated AAA or better in "Best's Insurance Guide". Lessee shall deliver
          to Lessor copies of policies of liability insurance required under
          Paragraph 8.1 or certificates evidencing the existence and amounts of
          such insurance with loss payable clauses satisfactory to Lessor. No
          such policy shall be cancelable or subject to reduction of coverage or
          other modification except after ten (10) days' prior written notice to
          Lessor. Lessee shall, within ten (10) days prior to the expiration of
          such policies, furnish Lessor with renewals or "binders" thereof, or
          Lessor may order such insurance and charge the cost thereof to Lessee,
          which amount shall be payable upon demand. Lessee shall not do or
          permit to be done anything which shall indicate the insurance policies
          referred to in paragraph 8.2.

     8.4  Waiver of Subrogation. Lessee and Lessor each hereby waives any and
          all rights of recovery against the other, or against the officers,
          employees, agents and representatives of the other, for loss of or
          damage to such waiving party or its property or the property of others
          under its control, where such loss or damage is insured against under
          any insurance policy in force at the time of such loss or damage.
          Lessee and Lessor shall upon obtaining the policies of insurance
          required hereunder, give notice to the insurance carrier or carriers
          that the foregoing mutual waiver of subrogation is contained in the
          Lease.

     8.5  Indemnity. Lessee shall indemnity and hold harmless Lessor from and
          against any and all claims arising from Lessee's use of the Premises,
          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 indemnity and hold harmless Lessor from
          and against any and all claims arising from any breach or default in
          the performance of any obligations on Lessee's part to be performed
          under the terms of this lease, or arising from any negligence of the
          Lessee, or any of Lessee's agents, contractors, or employees, and from
          and against all costs, attorney's fees, expenses and liabilities
          incurred in the defense of any such claim or any action or proceeding
          brought thereon; and in case any action or proceeding be brought
          against Lessor by reason of any such claim, Lessee upon notice from
          Lessor shall defend the same at Lessee's expense by counsel
          satisfactory to Lessor. Lessee, as a material part of the
          consideration to Lessor, hereby assumes all risk of damage to property
          or injury to persons, in, upon or about the Premises arising from any
          cause and Lessee hereby waives all claims in respect thereof against
          Lessor.

     8.6  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 damage to the goods, wares, merchandise or
          other property of Lessee, Lessee's employees, invites, customers, or


                                       5
<PAGE>

          any other person in or about the Premises, 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 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 the said damage or injury results from
          conditions arising upon the Premises or upon other means of repairing
          the same is inaccessible to Lessee. Lessor shall not be liable for any
          damages arising from any act or neglect of any other tenant, if any,
          of the building in which the premises are located

9.   DAMAGE OR DESTRUCTION.

     9.1  Partial Damage -Insured. Subject to the provisions of Paragraph 9.4,
          if the Premises are damaged and such damage was caused by a casualty
          covered under an insurance policy required to be maintained pursuant
          to Paragraph 8.2, Lessor shall at Lessor's expense repair such damage
          as soon as reasonably possible and this lease shall continue in full
          force and effect.

     9.2  Partial Damage -Uninsured. Subject to the provisions of Paragraph 9.4,
          if at any time during the term hereof the Premises are damaged, except
          by a negligent or willful act of Lessee, and such damage was caused by
          a casualty not covered under an insurance policy required to be
          maintained by lessor pursuant to Paragraph8.2, 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 the event Lessor elects to give such
          notice of Lessor's intention to cancel and terminate this Lease,
          Lessee shall have the right within ten (10) days after the receipt of
          such notice to Lessor of Lessee's intention to repair such damage at
          lessee's expense, without reimbursement from Lessor, in which event
          this Lease shall continue in full force and effect, and lessee shall
          proceed to make such repairs as soon as reasonably possible. If Lessee
          does not give such notice within such 10-day period this Lease shall
          be cancelled and terminated as of the date of the occurrence of such
          damage.

     9.3  Total Destruction. If at any time during the term hereof the Premises
          are totally destroyed from any cause whether or not covered by the
          insurance required to be maintained by Lessor pursuant to Paragraph
          8.2 (including any total destruction required by any authorized public
          authority) this Lease shall automatically terminate as of the date of
          such total destruction.

     9.4  Damage Near End of Term. If the Premises are partially destroyed or
          damaged during the last six months of the term of this Lease, Lessor
          may at Lessor's option cancel and terminate this lease as of the date
          of the 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.

                                       6
<PAGE>

     9.5  Abatement of Rent; Lessee's Remedies

     (a)  If the Premises are partially destroyed or damaged and Lessor or
          Lessee repairs or restores them pursuant to the provisions of this
          Article, the rent payable hereunder for the period during which such
          damage, repair or restoration continues shall be abated in proportion
          to the degree to which Lessee's use of Premises is impaired. Except
          for abatement of rent, if any, Lessee shall have no claim against
          Lessor for any damage suffered by reason of any such damage,
          destruction, repair of restoration.

     (b)  If Lessor shall be obligated to repair or restore the Premises under
          the provisions of this paragraph 9 and shall not commence such repair
          or restoration within 90 days after such obligations shall accrue,
          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 commencement of such repair or restoration. In such event
          this Lease shall terminate as of the date of such notice. Any
          abatement in rent shall be computed as provided in Paragraph 9.5(a).

     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 therefore been applied by Lessor.

10.  REAL PROPERTY TAXES.

     10.1 Payment of Tax Increase. Lessor shall pay all real property taxes
          applicable to the Premises; provided, however, that Lessee shall pay,
          in addition to rent, the amount, if any, by which real property taxes
          applicable to the Premises increase over the fiscal tax year
          1999/2000. Such payment shall be made by Lessee within thirty (30)
          days after receipt of Lessor's written statement setting forth the
          amount of such increase and the reasonable computation thereof. If the
          term of this Lease shall not expire concurrently with the expiration
          of the tax fiscal year, Lessee's liability for increased taxes for the
          last partial Lease year shall be prorated on an annual basis.

     10.2 Definition of "Real Property" Tax. As used herein, the term "real
          property tax" shall include any form of assessment, license fee,
          commercial rental tax, levy, penalty, or tax (other than inheritance
          or estate taxes), imposed by any authority having the direct or
          indirect power to tax, including any city, county, state or federal
          government, or any school, agricultural, lighting, drainage or other
          improvement district thereof, as against any legal or equitable
          interest of Lessor in the premises or in the real property of which
          the Premises are a part, as against Lessor's right to rent or other
          income therefrom, or as against Lessor's business of leasing the
          Premises.

     10.3 Joint Assessment. If the Premises are not separately assessed,
          Lessee's liability shall be an equitable proportion of the real
          property taxes for all of the land and improvements included within
          the tax parcel assessed, such proportion to be determined by Lessor
          from the respective valuations assigned in the assessor's work sheets


                                       7
<PAGE>

          or such other information as may be reasonably available. Lessor's
          reasonable determination thereof, in good faith, shall be conclusive.

     10.4 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. When possible, Lessee shall cause said trade fixtures,
               Furnishings, equipment and all other personal property to be
               assessed and billed separately from the real property of Lessor.

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

11.  UTILITIES. Lessee shall pay for all water, gas, heat, light, power,
     telephone and other utilities and services supplied to the Premises,
     together with any taxes thereon. If any such services are not separately
     metered to Lessee, Lessee shall pay a reasonable proportion to be
     determined by Lessor of all charges jointly metered with other premises.

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 this
          lease or in the Premises, without Lessor's prior written consent,
          which Lessor shall not unreasonably withhold. Any attempted
          assignment, transfer, mortgage, encumbrance or subletting without such
          consent shall be void, and shall constitute a breach of this Lease.


     12.2 No Release of Lessee. Regardless of Lessor's consent, no subletting or
          assignment shall release Lessee of Lessee's obligation or alter the
          primary liability of lessee to pay the rent and to perform all other
          obligations to be performed by Lessee hereunder. The acceptance of
          rent by Lessor from any other person shall not be deemed to be a
          waiver by Lessor of any provision hereof. Consent to one assignment or
          subletting shall not be deemed consent to any subsequent assignment or
          subletting.

     12.3 Attorney's Fees. In the event that Lessor shall consent to sublease or
          assignment under paragraph 12.1, Lessee shall pay Lessor's reasonable
          attorneys' fees no to exceed $250.00 incurred in connection with
          giving such consent.

     12.4 Lessor's Election. Lessee's request for consent to any transfer
          described in Paragraph 12.1 above shall be accompanied by a written
          statement setting forth the details of the proposed transfer,
          including the name, business and financial condition of the
          prospective transferee, financial details of the proposed transfer
          (e.g., the term of and rent and security deposit payable under any
          assignment or sublease, and any other information Lessor deems


                                       8
<PAGE>

          relevant. Lessor shall have the right (a) to withhold consent, if
          reasonable; (b) to grant consent; or (c) if the transfer is a sublease
          of the premises or an assignment of this Lease, to terminate this
          Lease as effective date of such sublease or assignment, in which case
          Lessor may elect to enter into a direct lease with a proposed assignee
          or sublessee.

13.  DEFAULTS; REMEDIES.

     13.1 Defaults. The occurrence of any one or more of the following events
          shall constitute a material default and breach of this lease by
          Lessee:

          (a)  The vacating or abandonment of the Premises by Less.

          (b)  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 days
               after written notice thereof from Lessor to Lessee.

          (c)  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 described in paragraph (b) above,
               where such failure shall continue for a period of 30 days after
               written notice hereof from Lessor to Lessee; provided, however,
               that if the nature of Lessee's default is such that more than 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 30 day period and thereafter diligently prosecutes such cure
               to completion.

          (d)  (i) The making by Lessee of any general assignment, or general
               arrangement for the benefit of creditors; (ii) the filing by or
               against Lessee of a petition to have Lessee adjudged a bankrupt
               or a petition for reorganization or arrangement under any law
               relating to bankruptcy (unless, in the case of a petition filed
               against Lessee, the same is dismissed within 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, here possession not restored
               to Lessee within 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 30 days.

     13.2 Remedies. In the event of any such material default or breach 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 or breach:

          a)   Terminate Lessee's right to possession of the Premises by any
               lawful means, in which Case this Lease shall terminate and Lessee
               shall immediately surrender possession of the Premises to Lessor.
               In such event Lessor shall be entitled to recover from Lessee all
               damages incurred by Lessor by reason of Lessee's default
               including, but not limited to, the cost of recovering possession


                                       9
<PAGE>

               of the Premises; expenses of reletting, including necessary
               renovation and alteration of the Premises, reasonable attorney's
               fees, and any real estate commission actually paid; the worth at
               the time of award by the court having jurisdiction that Lessee
               proves could be reasonably avoided; that portion of the leasing
               commission paid by Lessor pursuant to Article 15 applicable to
               the unexpired term the Premises, Lessor shall have the option of
               (I) retaking possession of the Premises and recovering from
               Lessee the amount specified in this Paragraph 13.2(a),or (II)
               proceeding under Paragraph 13.2(b).

          b)   Maintain Lessee's right to possession in which case this lease
               shall continue in effect whether or not Lessee shall have
               abandoned the Premises. In such event Lessor shall be entitled to
               enforce all of Lessor's right 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 of California.

     13.3 Default by Lessor. Lessor shall not be in default unless Lessor fails
          to perform obligations required of 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
          prosecutes the same to completion.

     13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
          to Lessor of rent and 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, but 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 Premises. Accordingly, if any installment of rent 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,
          Lessee shall pay to Lessor a late charge equal to 10% 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 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
          other rights and remedies granted hereunder. In the event that a late
          charge is payable hereunder, whether or not collected, for three (3)
          consecutive installments of rent, then rent shall automatically become
          due and payable quarterly in advance, rather than monthly,
          notwithstanding any other provision of this Lease to the contrary.



                                       10
<PAGE>

14.  CONDEMNATION. If the Premises or any portion thereof 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. If more than 10% of the
     floor area of the improvements on the premises, or more than 25% of the
     land area of the Premises which is not occupied by any improvements, is
     taken by condemnation, Lessee may, at Lessee's option, to be exercised in
     writing only within ten (10) days after Lessor shall have given Lessee
     written notice of such taking (or in the absence of such notice, within ten
     (10) days after the condemning authority shall have taken possession)
     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 shall be reduced in
     the proportion that the floor area has taken bears to the total floor area
     of the building situated on the Premises. Any award for the taking of all
     or any part of the Premises 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
     award for loss of or damage to Lessee's trade fixtures and removable
     personal property. 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 therefore by the condemning authority. Lessee
     shall pay any amount in excess of such severance damages required to
     complete such repair.

15.  GENERAL PROVISIONS.

     15.1 Estoppel Certificate.

          a)   Lessee shall at any time upon not less than ten (10) days' prior
               written notice from Lessor execute acknowledge and deliver to
               Lessor 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 Lessee's knowledge, any
               uncured defaults on the part of Lessor hereunder, or specifying
               such defaults if any are claimed. Any such statement may be
               conclusively relied upon by any prospective purchaser or
               encumbrancer of the Premises.

          b)   Lessee's failure to deliver such statement within such time shall
               be conclusive upon Lessee (I) that this Lease is in full force
               and effect, without modification except as may be represented by
               Lessor, (II) that there are no uncured defaults in Lessor's
               performance, and (III) that not more than one month's rent has
               been paid in advance.

                                       11
<PAGE>

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

     15.2 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 Premises, and except as
          expressed 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 the then 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.

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

     15.4 Interest on Past-due Obligations. Except as expressly herein provided,
          any amount due to Lessor not paid when due shall bear interest at 10%
          per annum from the date due. Payment of such interest shall not excuse
          or cure any default by Lessee under this Lease.

     15.5 Time of Essence. Time is of the essence.

     15.6 Captions. Article and Paragraph captions are not a part hereof.

     15.7 Incorporation of Prior Agreements; Amendments. This Lease contains all
          agreements of the parties with respect to any matter mentioned herein.
          No prior 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.

     15.8 Notices. Any notice required or permitted to be given hereunder shall
          be in writing and may be served personally or by regular mail,
          addresses to Lessor and Lessee respectively at the address set for the
          after their signatures at the end of this Lease.

     15.9 Waivers. No Waiver by Lessor of any provision hereof shall be deemed a
          waiver of any on 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 so accepted, regardless of Lessor's knowledge of
          such preceding breach at the time of acceptance of such rent.

     15.10 Recording. Lessee shall not record this Lease without Lessor's prior
          written consent, and such recordation shall, at the option of Lessor,
          constitute a non-curable default of Lessee hereunder. Either party


                                       12
<PAGE>

          shall, upon request of the other, execute, acknowledge and deliver to
          the other a "short form" memorandum of this Lease for recording
          purposes.

     15.11 Holding over. Lessee shall vacate the Premises upon the expiration or
          earlier termination of this Lease. Lessee shall reimburse Lessor for
          and indemnity Lessor against all damages incurred by Lessor from any
          delay by Lessee in vacating the Premises. If Lessee does not vacate
          the Premises upon the expiration or earlier termination of the Lease,
          and Lessor thereafter accepts rend from Lessee, Lessee's occupancy of
          the Premises shall be "month-to-month " tenancy, subject to all of the
          terms of this Lease applicable to a month-to-month tenancy, except
          that the rent shall be increased by twenty percent (20%).

     15.12 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.

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

     15.14 Binding effect; Choice of Law. Subject to any provisions hereof
          restricting assignment of subletting by Lessee and subject to the
          provisions of Paragraph 15.2, this Lease shall bind the parties, their
          personal representatives, successors and assigns. This Lease shall be
          governed by the laws of the state of California.

     15.15 Subordination.

          a)   This Lease, at Lessor's option, shall be subordinate to any
               ground lease, mortgage, deed of trust, or any other hypothecation
               for security now or hereafter placed upon the real property of
               which the Premises are a part and to any and all advances made on
               the security thereof and to all renewals, modifications,
               consolidations, replacements and extensions of 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
               mortgages, trust or ground lessor shall elect to have this Lease
               prior to the lien of it's mortgage, deed of trust or ground
               lease, and shall give written notice thereof to Lessee, this
               Lease shall be deemed prior to such mortgage, deed of trust, or
               ground lease, whether this Lease is 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 document required to effectuate such
               subordination or to make this Lease prior to the lien of any
               mortgage, deed of trust or ground lease, as the case may be, and
               failing to do so within ten (10) days after written demand, does
               hereby make, constitute and irrevocably appoint Lessor as
               Lessee's attorney in fact and in Lessee's name, place and stead,
               to do so.



                                       13
<PAGE>

     15.16 Attorney's Fees. If either party or the broker named herein brings an
          action to enforce the terms hereof to declare rights hereunder, the
          prevailing party in any such action, on trial or appeal, shall be
          entitled to his reasonable attorney's fees to be paid by the losing
          party as fixed by the court. The provisions of this paragraph shall
          insure to the benefit of the broker named herein who seeks to enforce
          a right hereunder.

     15.17 Lessor's Access. Lessor and Lessor's agents shall have the right to
          enter the Premises at reasonable times for the purpose of inspecting
          the same, showing the same to prospective purchasers, or lenders, and
          making such alterations, repair, improvements or additions to the
          Premises or to the building of which they are a part as Lessor may
          deem necessary or desirable. Lessor may at any time place on or about
          the Premises 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, all without rebate of rent or
          liability to Lessee.

     15.18 Signs and Auctions. Lessee shall not place any sign upon the Premises
          or conduct any auction thereon without Lessor's prior written consent.

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

     15.20 Corporate Authority. If Lessee is a corporation, each individual
          executing this Lease on behalf of said corporation represents and
          warrants that he is duty authorized to execute and deliver this Lease
          on behalf of said corporation, in accordance with a duly adopted
          resolution of the Board of Directors of said corporation or in
          accordance with the Bylaws of said corporation, and that this Lease is
          binding upon said corporation in accordance with its terms. If Lessee
          is a corporation Lessee shall, within thirty (30) days after execution
          of this Lease, deliver to lessor a certified copy of a resolution of
          the Board of Directors of said corporation authorizing or ratifying
          the execution of this Lease.

     15.21 Storage. Lessee shall perform all work within the building; Lessee
          shall permit no outside storage.

     15.22 Multiple Tenant Buildings Rules. If the Premises are a part of a
          large building or group of buildings, Lessee shall comply with
          Lessor's rules and regulations, now or hereafter established by
          Lessor, respecting the management, care and safety of the common areas
          of such buildings and grounds, including parking areas, landscaped
          areas, walkways and other facilities provided for the common use and
          convenience of other occupants. Notice of such rules and regulations
          will be posted or given to Lessee from time to time.

     15.23 Hazardous Materials. Lessee shall not without prior written
          permission of Lessor bring or allow hazardous or toxic materials on
          Premises, allow the Premises to be identified as a site for the use,
          processing or disposal of said materials, or install on Premises any


                                       14
<PAGE>

          above or below ground storage tanks. Notwithstanding the foregoing,
          Lessee may without prior written permission of Lessor keep and use
          ordinary and customary materials reasonably required to be sued by
          Lessee incidental to Lessee's normal course of business so long as
          such use does not require permits or permissions of any governmental
          authority, is in full compliance with all applicable law, and does not
          expose persons, the Premises or neighboring properties to meaningful
          risk of injury, contamination, or damage, or expose Lessor to any
          liability therefore. If hazardous or toxic material activity related
          to Lessee's occupancy of the Premises, whether or not permitted by
          Lessor or by law, results in injury, contamination, or damage to
          persons or the Premises or liability to Lessor (a " Hazardous Event"),
          Lessee shall at Lessee's sole cost and expense take all actions
          necessary, subject to Lessor's prior approval, to protect persons, the
          Premises and Lessor, and to restore the Premises to their condition
          prior to their condition prior to the Hazardous Event. Lessor reserves
          the right subsequent to the Hazardous Event to take such actions at
          Lessee's sole cost and expense, which Lessor in Lessor's sole
          discretion deems necessary or convenient to protect persons, the
          Premises, and Lessor, any such actions or failure to act shall not
          subject Lessor to any liability or release Lessee of Liability or
          responsibility hereunder or at law. Lessee shall indemnify, defend,
          and hold harmless Lessor, its officers, agents, employees, lenders,
          mortgagees, and ground Lessors from any and all costs, expenses,
          losses, actions, suits, claims, permits, attorneys and consultants
          fees, loss of rents, diminution in value, judgments, sentences,
          penalties, takings, and any other liability whatsoever in connection
          with or related to a Hazardous Event. Lessee's covenants, warranties
          and indemnities contained herein shall expressly survive the
          expiration or earlier termination of the Lease.

     15.24 Lessee has inspected the Premises and agrees to accept it in its
          existing condition.

     15.25 Lessee is aware of and shall obtain at Lessee's sole cost and expense
          a City of Industry Use Permit and comply with requirements of the Los
          Angeles County Fire Department.

     This Lease has been filled in for submission to your attorney for approval.
     No representation or recommendation is made by the Lessor, the real estate
     broker or any agents or employees as to the legal sufficiency, legal
     effect, or tax consequences of this Lease or the transaction relating
     thereto. Lessee represents and acknowledges that Lessee has made its own
     independent investigation and sought its own independent council regarding
     this Lease and the transaction relating thereto.

     Executed at       WALNUT, CA                         WILLIAM K. VOGEL

     On                January 7, 2000

     Address           300 PASEO TESORO               By /S/  William K. Vogal
                       WALNUT, CA 91789                  -----------------------
                       (909) 598-7065                    William K. Vogel, Owner
                                                         "LESSOR"

     Executed at       WALNUT, CA
                                                 AMERICAN TOP REAL ESTATE CO.,
     On                January 7, 2000           INC. AND DIAMOND ENTERTAINMENT

     Address           16200 CARMENITA ROAD
                       CERRITOS, CA 90703-2213        By  /S/  James Lu
                       (562) 921-3999                     ----------------------
                       FIN 33-0342554
                                                          James Lu, President
                                                          "LESSOR"


                                       15