EXHIBIT 10.27







                              AGREEMENT OF SUBLEASE


                                     BETWEEN



                        SCOTT MEDNICK & ASSOCIATES, INC.,

                            a California corporation,

                     doing business as THINK NEW IDEAS, INC.

                                 AS SUBLANDLORD,



                                       AND



                             FIRST LOOK MEDIA, INC.,

                             a Delaware corporation,

                                  AS SUBTENANT

                            Dated: November 15, 2001


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                                    SUBLEASE

         THIS SUBLEASE (the "Sublease") is entered into as of November 15, 2001,
by and between SCOTT MEDNICK & ASSOCIATES, INC., a California corporation, doing
business as THINK NEW IDEAS, INC. (the "Sublandlord"), and FIRST LOOK MEDIA,
INC., a Delaware corporation (the "Subtenant").


                                    RECITALS:


     A. 8000  Sunset,  Ltd.,  a  California  limited  partnership,  as  landlord
("Landlord"),  and  Sublandlord,  as tenant,  entered into that certain Shopping
Center Lease, dated December 1, 1996, as amended by that certain First Amendment
to  Shopping  Center  Lease  ("First  Amendment"),  dated as of August 14,  1997
(collectively,  the "Master Lease"),  whereby Landlord leased to Sublandlord and
Sublandlord  leased from  Landlord  approximately  15,491  usable square feet of
space (the  "Premises") in that certain  shopping  center located at 8000 Sunset
Boulevard,  Los Angeles,  California (the "Shopping  Center").  Sublandlord is a
wholly-owned subsidiary of Think New Ideas, Inc., a Delaware corporation.

     B.  Sublandlord now desires to sublease to Subtenant and Subtenant  desires
to sublease from Sublandlord the Premises,  which are located on the third (3rd)
level of Building B of the Shopping  Center,  as more  particularly set forth in
Exhibit  A  attached  hereto  upon the terms  and  conditions  set forth in this
Sublease.

     C.  All  initially  capitalized  terms  not  specifically  defined  in this
Sublease shall have the meaning ascribed to such terms in the Master Lease.


                                   AGREEMENT:


         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Subleasing of the Premises. Sublandlord hereby subleases to Subtenant and
Subtenant hereby leases and hires from Sublandlord the Premises upon and subject
to the terms and conditions hereinafter set forth. Sublandlord and Subtenant
agree that the area of the Premises for purposes of this Sublease and any and
all calculations hereunder or in connection herewith shall be deemed to be
15,491 usable square feet. The parties hereby acknowledge and agree that the
usable square footage of the Premises, as set forth in this Section 1.1, shall
not be subject to remeasurement or modification.

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2. Sublease Term; Delivery of Premises. Unless sooner terminated as provided for
herein,  this Sublease is for the term (the "Sublease Term") commencing upon the
date that Sublandlord delivers the Premises to Subtenant pursuant to Section 8.1
below (the "Sublease  Commencement Date"),  which Sublease  Commencement Date is
anticipated  to be not later than  December 6, 2001.  The term of this  Sublease
shall  expire  on May 31,  2007  ("Sublease  Expiration  Date").  Following  the
Sublease Commencement Date, Sublandlord may, at its option, deliver to Subtenant
a  Memorandum  of  Sublease  Commencement  Date in the form  attached  hereto as
Exhibit B which shall  confirm the Sublease  Commencement  Date,  and  Subtenant
shall  execute  and  deliver  such  memorandum  to  Sublandlord  within five (5)
business days following receipt thereof. On or before the Sublease  Commencement
Date,  Sublandlord  shall  deliver the Premises to Subtenant in a neat and clean
condition  comparable to the condition that existed when Subtenant inspected the
Premises on August 30, 2001.

3. Rent.

          3.1  Minimum  Rent.  Commencing  on the  Rent  Commencement  Date  (as
     hereinafter  defined),  Subtenant  shall pay to  Sublandlord  annual  basic
     rental  (the  "Minimum  Rent") in the  amounts  set forth  below,  in equal
     monthly installments, in advance, on the first day of each month during the
     Sublease Term, without demand, offset,  abatement or deduction of any kind,
     except as expressly provided otherwise in this Sublease.  (There will be no
     rent charged for any period prior to the Rent  Commencement  Date.)

                          Annual                                 Monthly Minimum
 Month of Sublease       Minimum           Monthly Minimum       Rent Per Usable
     Term                 Rent                  Rent                Square Foot
--------------------------------------------------------------------------------
 Sublease Commencement
      Date -
 Rent Commencement
      Date                  0                    0                        0
--------------------------------------------------------------------------------
 Rent Commencement
     Date -
    5/31/03             $408,962.40        $34,080.20                  $2.20
--------------------------------------------------------------------------------
 6/1/03 - 5/31/04       $464,730.00        $38,727.50                  $2.50
--------------------------------------------------------------------------------
 6/1/04 - Sublease
    Expiration
      Date              $492,613.80        $41,051.15                  $2.65
--------------------------------------------------------------------------------

          As used in this Sublease, the term "Rent Commencement Date" shall mean
     April 1, 2002,  subject to adjustment as provided  below:

         (i) In the event the Sublease Commencement Date does not occur by
         December 6, 2001 (excluding any delays caused by Subtenant), the Rent
         Commencement Date shall be extended until the date that is the same
         number of days beyond April 1, 2002 that the Sublease Commencement Date
         is beyond December 6, 2001.

                                      -2-
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         (ii) Sublandlord has advised Tenant that Operating Expenses for the
         Base Year (as referenced in Section 5.5 of the Master Lease) were equal
         to $12.32 per useable square foot of space, and Sublandlord anticipates
         total Operating Expenses for calendar year 2001 will be $15.25 per
         useable square foot of space. By virtue of the foregoing, it is
         anticipated that the total amount of Operating Expenses for which the
         Tenant under the Master Lease will be responsible in calendar year 2001
         will be no greater than $45,388.63 (($15.25 - $12.32) x 15,491 square
         feet). If it turns out, based on the Landlord's statement of Operating
         Expenses for calendar year 2001, that the total amount of 2001
         Operating Expenses for which the lessee under the Lease will be
         responsible will exceed $45,388.93, then the Rent Commencement Date
         shall be extended (beyond any extension called for by subparagraph (i)
         above). The number of days by which the Rent Commencement Date shall be
         extended shall be calculated as follows:

                  (a) First, calculate the amount by which 2001Operating
                  Expenses exceed $45,388.93 (the "Overage Amount").

                  (b) Then, calculate the present discounted value (using an
                  interest rate of five percent) of monthly payments in an
                  amount equal to one twelfth of the Overage Amount commencing
                  on April 1, 2002, and continuing until May 31, 2007.

                  (c) Finally, divide the present discounted value figure
                  obtained in subparagraph (b) above by the daily rental figure
                  of $1,136 to obtain the number of days by which the Rent
                  Commencement Date is to be extended.

          3.2 Additional Rent. In addition to the Minimum Rent,  Subtenant shall
     pay to Sublandlord as additional rent (the "Additional  Rent"), in the same
     manner as the  Minimum  Rent,  the  following:

          (i)  beginning on the Rent  Commencement  Date and monthly  thereafter
          throughout the Sublease Term,  Subtenant's Share (as defined below) of
          Operating  Expenses in  accordance  with the terms of Article 5 of the
          Master Lease.  Such  payments  shall be based on estimates and actual,
          annual  calculations  of  Operating  Expenses  made  by  Landlord,  as
          evidenced by the statements  delivered by Landlord pursuant to Section
          5.5(b) of the  Master  Lease,  setting  forth the  amounts  payable by
          Sublandlord  to  Landlord  under  the  Master  Lease,  copies of which
          statements shall be delivered by Sublandlord to Subtenant;

         "Subtenant's Share" for purposes of this Section shall mean "Tenant's
Proportionate Share" pursuant to Section 5.5 of the Master Lease.

          (ii) within five (5)  business  days after  delivery to Subtenant of a
          notice of  Additional  Rent due,  which notice shall include a copy of
          the applicable  bill or other  evidence,  that  Additional Rent is due
          under the Master Lease, the amount of any and all other costs, charges
          or expenses  attributable  to the Premises  payable by  Sublandlord to
          Landlord pursuant to the provisions of the Master Lease.

          (iii) from time to time as may be applicable,  the amount of any other
          costs,  charges or expenses  billed to  Sublandlord  by  Landlord  for
          reimbursement  to Landlord  pursuant  to the Master  Lease for special
          construction  services  or other  special  services to the extent such
          items  have been  specifically  requested  by  Subtenant  in a written
          notice  to  Landlord,   such  amounts  being  due  from  Subtenant  to
          Sublandlord  at least five (5)  business  days before such amounts are
          due to  Landlord  pursuant to the Master  Lease,  but in no event more
          than ten (10)  business days after  Sublandlord  delivers to Subtenant
          the applicable statement or bill from Landlord.

                                      -3-
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          The parties  acknowledge that for calendar year 2002, the parties will
     make Operating Expense payments based on Landlord estimates (as provided in
     the Master  Lease),  with  Sublandlord  making such payments until the Rent
     Commencement  Date, and Tenant making the same  thereafter.  When the final
     statement of 2002 Operating  Expenses is sent by Landlord,  Sublandlord and
     Tenant  shall  make  appropriate  adjustments  between  themselves  so that
     Sublandlord will pay a proportion of total 2002 Operating Expenses equal to
     (i) the number of days from  January  1, 2002  until the Rent  Commencement
     Date (ii) divided by 365, and so that Tenant will pay a proportion of total
     2002  Operating  Expenses  equal to (i) the  number  of days  from the Rent
     Commencement Date until December 31, 2002, (ii) divided by 365.

          3.3  Proration.  Rent for any partial  month or year during  which the
     Sublease  Commencement Date occurs or the termination or expiration of this
     Sublease  occurs  shall be  prorated  based on the  actual  number  of days
     elapsed in such month or year.

          3.4 Place for Payment of Rent.  All Minimum Rent and  Additional  Rent
     payments  shall be made in lawful money of the United States of America and
     shall be paid by Subtenant directly to Landlord at the address set forth in
     Section  4.1 of the  Master  Lease,  or to such  other  party or address as
     Landlord may designate in writing to Subtenant; provided, however, that the
     Annual Minimum Rent and the Minimum Monthly Rent payable to Landlord during
     the period from and after June 1, 2004 through the Sublease Expiration Date
     shall remain unchanged,  and the difference  between (i) the Annual Minimum
     Rent and the Monthly Minimum Rent,  respectively,  for such period and (ii)
     the Annual  Minimum Rent and Monthly  Minimum Rent,  respectively,  for the
     period  from  and  after  June 1,  2003  through  May 31,  2004  (that  is,
     $27,883.80  and  $2,323.65,   respectively)   shall  be  paid  directly  to
     Sublandlord as partial  reimbursement for  Sublandlord's  expenses actually
     incurred directly in connection with this Sublease. Subtenant shall provide
     Sublandlord  with written evidence of such payments to Landlord at the same
     time such  payments are made.

4. Parking.  Subtenant shall have the same rights and obligations of Sublandlord
as Tenant with  respect to the  utilization  of parking  spaces at the  Shopping
Center as set forth in  Section  5.3(c) of the Master  Lease,  as amended by the
First Amendment.

5. Subordination to and Incorporation of Terms of Master Lease.

          5.1  Subordination.  This  Sublease  is in all  respects  subject  and
     subordinate  to the terms and  conditions  of the  Master  Lease and to the
     matters to which the Master Lease is  subordinate;  the Sublease shall also
     be  subject  to,  and  Subtenant  accepts  this  Sublease  subject  to, any
     amendments,  modifications  or  supplements  to the Master Lease  hereafter
     made,  provided  that  Sublandlord  shall  not  enter  into any  amendment,
     modification or supplement of the Master Lease,  unless expressly  approved
     in writing by  Subtenant.  Except as otherwise  expressly  provided in this
     Sublease, Subtenant assumes and shall keep, observe and perform every term,
     provision,  covenant  and  condition  on  Sublandlord's  part  to be  kept,
     observed and performed  pursuant to the Master Lease for the Sublease Term.
     Subtenant hereby agrees that it will conduct itself and its operations, and
     cause its agents, contractors,  servants, employees, partners, invitees and
     any subtenants and licensees to conduct themselves and their operations, so
     as not to cause  Sublandlord  to be in default under the Master Lease.

                                      -4-
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          5.2   Incorporation  of  Terms  of  Master  Lease.   Subtenant  hereby
     acknowledges  that it has read and is familiar  with the  provisions of the
     Master Lease and agrees that this Sublease is subordinate to and subject to
     the Master Lease.  Except as otherwise expressly provided in this Sublease,
     the  terms,  provisions,  covenants,   stipulations,   conditions,  rights,
     obligations,   remedies  and  agreements  contained  in  the  Master  Lease
     (including,  but not limited to,  those  relating to default,  remedies and
     indemnities)  are  incorporated  herein  by  reference  and are made a part
     hereof, and shall, as between  Sublandlord and Subtenant (as if Sublandlord
     were the  landlord  under the Master  Lease and  Subtenant  were the tenant
     under the Master Lease) constitute the terms of this Sublease except to the
     extent that they are inapplicable to, inconsistent with, or modified by the
     terms of this Sublease.  All waivers of claims against or  exculpations  of
     Landlord  contained in the Master Lease shall run in favor of both Landlord
     and Sublandlord.  Notwithstanding the foregoing, as between Sublandlord and
     Subtenant,  the  provisions  of the  Master  Lease set  forth on  Exhibit C
     attached  hereto and made a part hereof  shall not apply and shall be of no
     force  or  effect  with  respect  to this  Sublease.

         5.3 Estate Granted; Provision of Services.

               5.3.1 Estate Granted. Subtenant's estate shall in all respects be
          limited to, and be construed in a manner  consistent  with, the estate
          granted to Sublandlord by Landlord.

               5.3.2   Provision   of   Services;   Limitation   of   Liability.
          Notwithstanding  anything to the  contrary in this  Sublease or in the
          Master Lease:

               (i) Sublandlord shall not be required to keep, observe or perform
               any of Landlord's obligations under the Master Lease,  including,
               without limitation, to provide any of the services or make any of
               the repairs or  restorations  that Landlord has agreed to provide
               or make or cause to be provided  or made under the Master  Lease;
               and  Sublandlord's  sole obligation with respect thereto shall be
               to use  reasonable  efforts to cause  Landlord  to  provide  such
               services and make such repairs or restorations as are required to
               be provided or made under the Master Lease;  and

               (ii) any and all requests for any special or additional  services
               furnished  at the expense of  Sublandlord  under the Master Lease
               shall be made  only with  Sublandlord's  prior  written  consent,
               which  shall  not  be  unreasonably   withheld  or  delayed,  and
               Sublandlord  shall  reasonably  cooperate  with Subtenant in such
               requests.

          Notwithstanding  any contrary  provision  contained in this  Sublease,
     Sublandlord  shall not be liable under any  circumstances for consequential
     or punitive  damages  (including,  but not limited to, for damage or injury
     to, or interference with, the conduct of Subtenant's  business and any loss
     of revenue or profits therefrom).  Subtenant shall pay all reasonable costs
     and  expenses  incurred  by  Sublandlord  in  connection  with (a) any such
     requests  and  (b)  the  provision  by  Landlord  of any  such  special  or
     additional services. Subtenant shall not make any claim against Sublandlord
     for any damage which may arise, and Subtenant's obligations hereunder shall
     not be impaired,  by reason of (I) the failure of Landlord to keep, observe
     or perform its  obligations  pursuant to the Master Lease, or (II) the acts
     or omissions of Landlord,  its agents,  contractors,  servants,  employees,
     invitees or  licensees.  Notwithstanding  any  contrary  provision  of this

                                      -5-
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     Sublease, in the event that Landlord fails to perform its obligations under
     the Master Lease,  Sublandlord  agrees that upon receipt of written  notice
     from Subtenant it shall use commercially  reasonable  efforts to attempt to
     cause Landlord to comply with the terms of the Master Lease,  provided that
     Sublandlord  shall in no event  be  required  to  initiate  any  litigation
     against  Landlord  in  connection  therewith.  In the event  that  Landlord
     continues its failure to perform pursuant to the Master Lease and Subtenant
     notifies   Sublandlord  in  writing  that  Subtenant  desires  to  initiate
     litigation against Landlord with respect thereto,  Sublandlord shall assign
     to  Subtenant  any of its  rights  under the Master  Lease to  enforce  the
     applicable terms of the Master Lease against Landlord. Thereafter Subtenant
     may  initiate  and  maintain a lawsuit  against  Landlord  to  enforce  the
     applicable terms of the Master Lease, at Subtenant's sole cost and expense,
     provided that Subtenant shall indemnify, defend, protect, and hold harmless
     Sublandlord from and against any and all loss, cost, claim, damage, expense
     and liability (including,  without limitation,  reasonable attorneys' fees,
     costs, and  disbursements)  incurred in connection with or arising from any
     such direct action by Subtenant.

          5.4 Sublandlord  Covenants.  Sublandlord shall perform its obligations
     under the Master  Lease,  subject to the  obligations  of  Subtenant as set
     forth in this  Sublease.  Furthermore,  Sublandlord  shall  not to take any
     action or do or  perform  any act or fail to  perform  any act which  would
     result in the failure or breach of any of the covenants, agreements, terms,
     provisions  or  conditions  of the  Master  Lease on the part of the tenant
     thereunder,  subject again to the  obligations of Subtenant as set forth in
     this Sublease.  Sublandlord  shall  indemnify,  defend,  protect,  and hold
     Subtenant  harmless from and against,  any and all losses,  costs,  claims,
     damages,   expenses  and  liabilities   (including,   without   limitation,
     reasonable  attorneys'  fees,  costs and  disbursements),  arising from any
     default  by  Sublandlord  in  the  performance  of  any  of   Sublandlord's
     obligations  under  this  Sublease  or  the  Master  Lease,   unless  those
     obligations  are those of  Subtenant  under  this  Sublease.

6. Use of the  Premises.  Subtenant  covenants  not to use the  Premises for any
purpose other than any lawful business use  specifically  permitted by the terms
of the  Master  Lease  and in a  manner  consistent  in all  respects  with  the
provisions of the Master Lease.

7. Subtenant's Insurance.  Notwithstanding  anything in the Master Lease or this
Sublease to the  contrary,  Subtenant  shall  cause  Subtenant's  insurance,  as
required to be carried by Tenant  pursuant to the terms of the Master Lease,  to
name Landlord and Sublandlord as additional insureds.

8. Condition of the Premises; Alterations.

          8.1 Condition of Premises.  Subtenant  has examined the  Premises,  is
     familiar with the physical  condition  thereof and agrees (except as may be
     otherwise specifically set forth in this Sublease) to take the same "AS IS"
     in the  condition  in which it exists as of the date of  execution  hereof.
     Subtenant hereby  acknowledges that Sublandlord has made no representations
     or warranties  with respect to the  condition of the  Premises,  including,
     without limitation the suitability of the Premises for Subtenant's intended
     use, and that Sublandlord  shall not, nor or at any time in the future,  be
     required to make any expenditures  whatsoever with respect to the Premises,
     except as otherwise specifically provided herein.

                                      -6-
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          8.2 Alterations. Subtenant shall have the right to make Alterations to
     the  Premises,  (i) without  Sublandlord's  consent but upon prior  written
     notice to  Sublandlord,  and (ii)  subject to  Landlord's  approval and any
     other requirements of the Master Lease.

          8.3 Ownership and Removal of Alterations. In connection with
     the provisions of and the rights of Landlord under the Master Lease,
     during the term of this Sublease, Subtenant shall retain ownership of
     the Alterations made by Subtenant to the Premises from and after the
     date of execution hereof. Subtenant shall only be required to remove
     Alterations made by Subtenant to the Premises upon the expiration or
     termination of this Sublease to the extent required by Landlord in
     accordance with the terms of the Master Lease, and in such event
     Subtenant shall remove such Alterations prior to the expiration or
     earlier termination of the Sublease Term, at Subtenant's sole cost, and
     restore the applicable portion of the Premises to its condition which
     existed as of the Sublease Commencement Date, reasonable wear and tear
     excepted, in accordance with the terms of the Master Lease. In the
     event that Subtenant fails to complete such work prior to the
     expiration or earlier termination of the Sublease Term, Sublandlord
     shall have the right to perform such work, at Subtenant's cost, and
     Subtenant shall pay Sublandlord the amount incurred by Sublandlord
     therefor (the "Removal Costs") within five (5) days of Subtenant's
     receipt of an invoice therefor. If Subtenant fails to timely pay
     Sublandlord the Removal Costs, then Sublandlord shall have the right to
     draw upon the "L-C," as that term is defined in Section 19.1 below to
     pay the same, in addition to Sublandlord's other rights and remedies
     under this Sublease. Subtenant shall have no obligation to remove any
     Alterations made by Sublandlord or any other person prior to the
     Sublease Commencement Date.

9. Assignment and Subletting; Consent Required. Subtenant shall not, directly or
indirectly, by operation of law or otherwise, sell, assign, encumber, pledge, or
otherwise transfer or hypothecate all or any part of the Premises or Subtenant's
leasehold estate hereunder, or sublet or otherwise permit the occupancy of the
Premises or any portion thereof (any of the foregoing being referred to herein
as a "Transfer"), without the prior written consent of Sublandlord and Landlord
in accordance with the provisions of Article XVI of the Master Lease. Any such
Transfer shall be subject to all of the rights of Landlord (and of Sublandlord)
under said Article XVI and, except as otherwise specifically provided for or
modified herein, such rights shall apply equally to Sublandlord. Subtenant
agrees that any consent to any Transfer of this Sublease or the Premises shall
not be deemed to be a consent to any other Transfer and shall not thereby
release or discharge Subtenant from its obligations and liabilities hereunder.
Any assignment or subletting for which Sublandlord's consent is required
hereunder made without such consent shall be void. Sublandlord agrees to use
commercially reasonable efforts to attempt to cause Landlord to consent to a
proposed Transfer of this Sublease, provided that (i) Subtenant pays any costs
incurred by Sublandlord with respect thereto, and (ii) Sublandlord shall in no
event be required to initiate any litigation or other dispute resolution
procedure against Landlord in connection therewith.

10.  Quiet  Enjoyment.  With  respect  to  Section  29.5  of the  Master  Lease,
Subtenant's  right to quiet  enjoyment  of the  Premises  shall in any  event be
subject to Landlord's rights under the Master Lease.

                                      -7-
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11. Time Limits.  As between  Sublandlord and Subtenant,  and except as provided
elsewhere  in this  Sublease,  the time limits set forth in the Master Lease for
the giving of notices,  making  demands,  performance  of any act,  condition or
covenant, or the exercise of any right, remedy or option, shall be shortened for
the  purpose of this  Sublease  in each  instance  by the lesser of (i) five (5)
days,  or (ii)  one-half  of the  applicable  time limit set forth in the Master
Lease,  so that notices may be given,  demands  made,  or any act,  condition or
covenant  performed,  or any right,  remedy or option  hereunder  exercised,  by
Sublandlord  or Subtenant,  as the case may be, within the time limits  relating
thereto contained in the Master Lease.

12. Brokers and Finders. In connection with the transaction contemplated by this
Sublease,  each party hereby  represents  and warrants  that it has not had, and
shall not have,  any  dealings  with any third  party to whom the payment of any
broker's fee, finder's fee,  commission or other similar  compensation  shall or
may become due or payable,  other than Lincoln  Property  Company and CB Richard
Ellis (the  "Brokers").  Sublandlord and Subtenant shall each indemnify,  defend
and hold the other  harmless  from and against any and all loss,  cost,  damage,
liability,   claim  or  expense  (including,   without  limitation,   reasonable
attorneys'  fees,  charges  and  disbursements),  by  reason  of a breach of the
foregoing  provisions  or by reason of any claim of or  liability to any broker,
finder  or like  agent  who  shall  claim  to have  dealt  with  Sublandlord  or
Subtenant,  respectively, in connection with this transaction and this Sublease,
except with respect to the Brokers as provided  above.  The  provisions  of this
Section shall survive the termination of this Sublease.

13. Rent Abatement.  With respect to Section 14.4 of the Master Lease, Subtenant
shall be entitled to rent abatement or a rent reduction under this Sublease with
respect to the Premises,  subject to the  provisions of said Section 14.4 of the
Master  Lease,  but only for the time  period  that  Sublandlord  receives  rent
abatement from Landlord for the Premises or a portion thereof.

14.  Indemnification.  Neither  Sublandlord  nor its  agents  shall be liable to
Subtenant, its employees,  agents,  contractors and licensees for, and Subtenant
shall  indemnify,  defend,  protect,  and  hold  Sublandlord  harmless  from and
against, any and all losses,  costs, claims,  damages,  expenses and liabilities
(including,   without   limitation,   reasonable   attorneys'  fees,  costs  and
disbursements),  incurred  in  connection  with or arising  from (i) any injury,
damage or loss (by  theft or  otherwise)  to  Subtenant  or to any other  person
occurring on the Premises,  irrespective of the cause of such injury,  damage or
loss,  (ii) any default by Subtenant in the  observance or performance of any of
the terms,  covenants,  conditions or agreements of this Sublease on Subtenant's
part to be observed or performed, (iii) the use or occupancy or manner of use or
occupancy of the Premises by Subtenant or any person  claiming  through or under
Subtenant,  (iv) the  condition of the Premises,  or (v) any acts,  omissions or
negligence of Subtenant,  its agents,  employees,  or licensees, in or about the
Premises,  and any acts,  omissions or negligence of Subtenant's visitors within
the Premises,  either prior to, during,  or after the expiration of the Sublease
Term. Sublandlord shall, however, be responsible for any of the foregoing to the
extent caused by or due to the  negligence or willful  misconduct of Sublandlord
or its agents, employees or contractors.

                                      -8-
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     In  connection  with any matter  covered by an indemnity  set forth in this
Section 14 or incorporated  into this Sublease by reference to the Master Lease,
the indemnified party shall promptly give the indemnifying  party written notice
of any such matter which may be covered by such  indemnity  provisions,  and the
indemnifying  party  shall have the  opportunity  to defend any claims  relating
thereto with counsel reasonably satisfactory to the indemnified party.

15. Right of Entry. Sublandlord and its agents and representatives shall have
the right, at all reasonable times, upon reasonable prior notice to Subtenant,
but in such manner as to cause as little disturbance to Subtenant as reasonably
practicable, to enter the Premises for purposes of inspection, to post notices
of non-responsibility, and to protect the interest of Sublandlord in the
Premises. No such entry shall be construed under any circumstances as a forcible
or unlawful entry into, or a detainer of, the Premises, or an eviction of
Subtenant, and Subtenant hereby waives any claim against Sublandlord or its
agents or representatives for damages for any injury or inconvenience to or
interference with, Subtenant's business or quiet enjoyment of the Premises.

16. Notices. All notices,  requests,  demands and other communications which are
required or may be given  pursuant to the terms of this Sublease  shall be given
in accordance with Section 26.1 of the Master Lease at the following addresses:

         If to Sublandlord:

                  Scott Mednick & Associates, Inc.
                    doing business as Think New Ideas, Inc.
                  1001 Brickell Bay Drive
                  Suite 3000
                  Miami, Florida  33131
                  Attention:  Mr. James Timmons
                  Telefax no.:  (305) 373-5428

         With a copy to:

                  Gorry Meyer & Rudd L.L.P.
                  2029 Century Park East, Suite 400
                  Los Angeles, California  90067
                  Attention:  David T. Hathaway, Esq.
                  Telefax no.:  (310) 277-5968

         If to Subtenant:

                  First Look Media, Inc.
                  8800 Sunset Boulevard
                  Los Angeles, California  90069
                  Attention:  Mr. Bill Lischak
                  Telefax no.:  (310) 855-0152
                  (Prior to Sublease Commencement Date)
         or

                                      -9-
<page>

                  First Look Media, Inc.
                  8000 Sunset Boulevard
                  Suite B310
                  Los Angeles, California  90046
                  Attention:  Mr. Bill Lischak
                  Telefax no.:  _________________
                  (After Sublease Commencement Date)

         and, in either case, with a copy to:

                  Mitchell, Silberberg & Knupp LLP
                  11377 West Olympic Boulevard
                  Los Angeles, California  90064
                  Attn:  John M. Kuechle, Esq.
                  Telefax no.:  (310) 312-3798

17.  Authority.  Subtenant  represents that (1) Subtenant is a corporation  duly
organized  and validly  existing  under the laws of the State of  Delaware,  (2)
Subtenant has full power and authority to enter into this Sublease, and (3) each
person signing on behalf of Subtenant is authorized to do so.

18.  Cancellation  of Master Lease.  In the event of the early  cancellation  or
termination of the Master Lease for any reason  whatsoever or of the involuntary
surrender of the Master Lease by operation of law prior to the  expiration  date
of this  Sublease,  Subtenant  agrees to make full and  complete  attornment  to
Landlord under the Master Lease for the balance of the term of this Sublease and
upon the then  executory  terms  hereof at the  option of  Landlord  at any time
during  Subtenant's  occupancy  of  the  Premises,  which  attornment  shall  be
evidenced by an  agreement  in form and  substance  reasonably  satisfactory  to
Landlord and  Subtenant,  provided that in no event shall Landlord (i) be liable
for any previous act or omission of  Sublandlord  under this  Sublease,  (ii) be
subject  to any  defense  or offset  previously  accrued  in favor of  Subtenant
against  Sublandlord,  or (iii) be bound  by any  previous  modification  of the
Sublease made without Landlord's written consent,  or by any previous prepayment
by  Subtenant  of more than one month's  rent.  Subtenant  agrees to execute and
deliver  such an  agreement  at any time  within  ten (10)  business  days after
request of  Landlord,  and  Subtenant  waives the  provisions  of any law now or
hereafter in effect which may give  Subtenant any right or election to terminate
this  Sublease  or to  surrender  possession  of the  Premises  in the event any
proceeding is brought by Landlord under the Master Lease to terminate the Master
Lease.

19. Letter of Credit.

          19.1 Delivery and Form of Letter of Credit. Subtenant shall deliver to
     Sublandlord,  concurrently with Subtenant's  execution and delivery of this
     Sublease to Sublandlord,  an unconditional,  clean,  irrevocable  letter of
     credit (the "L-C") in the initial amount of One Hundred Thirty Six Thousand
     Three Hundred Twenty and 80/100 Dollars  ($136,320.80)  (the "L-C Amount"),
     which  L-C  shall be  issued by a  recognized  bank (a bank  which  accepts
     deposits,   maintains  accounts,   has  a  local  office  in  Los  Angeles,
     California, which will negotiate a letter of credit, and whose deposits are
     insured by the FDIC)  reasonably  acceptable to Sublandlord,  and which L-C
     shall be in form and  content as set forth in  Exhibit D  attached  hereto.
     Subtenant shall pay all expenses,  points and/or fees incurred by Subtenant
     in obtaining the L-C.

                                      -10-
<page>

          19.2  Application  of the L-C. The L-C shall be held by Sublandlord as
     security  for the  faithful  performance  by  Subtenant  of all the  terms,
     covenants,  and  conditions  of this  Sublease to be kept and  performed by
     Subtenant  during  the  Sublease  Term.  The L-C shall  not be  terminated,
     assigned or  encumbered in any manner  whatsoever by Subtenant  without the
     prior written consent of Sublandlord. If Subtenant defaults with respect to
     any  provisions  of this  Sublease,  including,  but not  limited  to,  the
     provisions  relating to the payment of Rent, and fails to cure such default
     within  the  applicable  cure  period  set  forth in this  Sublease,  or if
     Subtenant  fails to renew  the L-C at least  thirty  (30) days  before  its
     expiration or fails to timely pay Sublandlord  for any Removal Costs,  then
     Sublandlord may, but shall not be required to, draw upon all or any portion
     of the L-C for payment of any Rent or any other sum in default,  or for the
     payment of any amount that  Sublandlord may reasonably  spend or may become
     obligated to spend by reason of  Subtenant's  default or failure to pay, or
     to compensate Sublandlord for any other loss or damage that Sublandlord may
     suffer  by  reason of  Subtenant's  default  or  failure  to pay.  The use,
     application or retention of the L-C, or any portion thereof, by Sublandlord
     shall not (a) prevent Sublandlord from exercising any other right or remedy
     provided by this  Sublease or by law, it being  intended  that  Sublandlord
     shall not first be required to proceed against the L-C, or (b) operate as a
     limitation on any recovery to which  Sublandlord may otherwise be entitled.
     Any amount of the L-C which is drawn upon by  Sublandlord,  but is not used
     or  applied  by  Sublandlord,  shall be held by  Sublandlord  and  deemed a
     security deposit (the "L-C Security Deposit"). If any portion of the L-C is
     drawn upon,  Subtenant  shall,  within five (5) days after  written  demand
     therefor,  either (i) deposit  cash with  Sublandlord  (which cash shall be
     applied by Sublandlord to the L-C Security Deposit) in an amount sufficient
     to  cause  the sum of the  L-C  Security  Deposit  and  the  amount  of the
     remaining L-C to be equivalent to the amount of the L-C then required under
     this Sublease or (ii)  reinstate the L-C to the amount then required  under
     this  Sublease.  If any  portion  of the L-C  Security  Deposit  is used or
     applied,  Subtenant  shall,  within  five (5)  days  after  written  demand
     therefor,  deposit  cash with  Sublandlord  (which cash shall be applied by
     Sublandlord to the L-C Security Deposit) in an amount sufficient to restore
     the L-C Security  Deposit to the amount then required  under this Sublease,
     and  Subtenant's  failure to do so shall be a default under this  Sublease.
     Subtenant  acknowledges  that  Sublandlord  has the right to  transfer  its
     interest  in the  Master  Lease  and  this  Sublease  with the  consent  of
     Subtenant,  which  consent shall not be  unreasonably  withheld or delayed.
     Subtenant agrees that in the event of any such transfer,  Sublandlord shall
     have the right to transfer or assign the L-C  Security  Deposit  and/or the
     L-C to the  transferee.  If Subtenant  has not  previously  been in default
     under the  Sublease  beyond the  applicable  cure  period  provided in this
     Sublease,  and provided  that  Subtenant  is not then in default  under the
     Sublease beyond the applicable  cure period provided in this Sublease,  the
     L-C Amount shall be reduced on the third (3rd)  anniversary of the Sublease
     Commencement Date to an amount equal to Eighty Two Thousand One Hundred Two
     and 30/100 Dollars  ($82,102.30).  If Subtenant  shall fully and faithfully
     perform  every  provision  of this  Sublease to be performed by it, the L-C
     Security Deposit and/or the L-C, or any balance thereof,  shall be returned
     to Subtenant within thirty (30) days following either the expiration of the
     Sublease  Term or the earlier  termination  of this Sublease for any reason
     other than a default by Subtenant.

                                      -11-
<page>

          19.3 Cash as Security  Deposit.  In lieu of the L-C,  Subtenant  shall
     have the right at any time to deliver cash to  Sublandlord  (the  "Security
     Deposit")  in the L-C Amount then  required,  in which  event the  Security
     Deposit  shall  be  held  by  Sublandlord  as  security  for  the  faithful
     performance by Subtenant of all of the terms, covenants,  and conditions of
     this  Sublease to be kept and  performed by  Subtenant  during the Sublease
     Term.  If  Subtenant  defaults  with  respect  to any  provisions  of  this
     Sublease,  including,  but not limited to, the  provisions  relating to the
     payment of Rent, and fails to cure such default within the applicable  cure
     period  set  forth in this  Sublease,  Sublandlord  may,  but  shall not be
     required to, use,  apply or retain all or any part of the Security  Deposit
     for the payment of any Rent or any other sum in default, or for the payment
     of any amount that  Sublandlord  may spend or become  obligated to spend by
     reason of Subtenant's  default, or to compensate  Sublandlord for any other
     loss or damage  that  Sublandlord  may  suffer  by  reason  of  Subtenant's
     default.  If any  portion of the  Security  Deposit is so used or  applied,
     Subtenant  shall,  within  five (5) days  after  written  demand  therefor,
     deposit  cash with  Sublandlord  in an amount  sufficient  to  restore  the
     Security Deposit to its original amount,  and Subtenant's  failure to do so
     shall be a default  under  this  Sublease.  If  Subtenant  shall  fully and
     faithfully  perform every provision of this Sublease to be performed by it,
     the  Security  Deposit,  or any  balance  thereof,  shall  be  returned  to
     Subtenant  within thirty (30) days  following  either the expiration of the
     Sublease  Term or the earlier  termination  of this Sublease for any reason
     other than a default by Subtenant.  Sublandlord  shall deposit the Security
     Deposit in an interest bearing account selected by Sublandlord, in its sole
     discretion, and Subtenant shall be entitled to the interest on the Security
     Deposit.

20. Transfer by Sublandlord. Sublandlord may transfer its interest in the Master
Lease and this Sublease  with the consent of Subtenant,  which consent shall not
be unreasonably withheld or delayed.

21. No Leasehold Mortgages.  Sublandlord  represents that there are no currently
existing leasehold mortgages encumbering its leasehold interest in the Premises.

22.  Signage.  Subject to Article X of the Master  Lease and to  Landlord's  and
Sublandlord's  approval,  Subtenant  shall be entitled to the  installation  and
operation  of tenant  signage,  at its own  expense,  at those  locations on the
exterior of the Premises approved by Landlord within its sole discretion.

23. Representations by Sublandlord. Sublandlord represents to Subtenant that the
Master  Lease is in full  force  and  effect  as of the date  hereof,  and that,
neither  Sublandlord nor (to the actual  knowledge of Sublandlord as of the date
hereof) Landlord is in default under the Master Lease.

24. Consent of Landlord. This Sublease shall not be effective unless Landlord
gives its written consent hereto pursuant to the terms of the Master Lease. If
Landlord's consent shall not be obtained and a copy thereof delivered to
Subtenant within thirty (30) days of the date hereof, either Sublandlord or
Subtenant shall have the option to cancel this Sublease by notice to the
non-terminating party at any time after such thirty (30) day period and prior to
the date on which such consent is received. Landlord's written consent shall be
in form and substance reasonably acceptable to Subtenant, and without limiting
the generality of the foregoing, shall include provisions in substantially the
following form:

                                      -12-
<page>

         (i) In the event Sublandlord defaults under its obligations to be
         performed under the Master Lease, Landlord shall deliver to Subtenant a
         copy of any notice of default or other notice related thereto.
         Subtenant shall have the right to cure any default by Sublandlord
         within ten (10) days after Subtenant's receipt of written notice
         thereof.

         (ii) In the event the Master Lease is terminated because of a default
         by Sublandlord under the Master Lease, Landlord shall so notify
         Subtenant and shall recognize the entire estate of Subtenant created by
         this Sublease; provided that Subtenant attorns to Landlord and performs
         all of the obligations of Subtenant under this Sublease to Landlord, in
         which event Landlord shall continue this Sublease with the same force
         and effect as if Landlord and Subtenant had entered into a lease with
         the same provisions as this Sublease.

25. Entire Agreement.  This Sublease sets forth the entire agreement between the
parties  and  there are no other  agreements  or  understandings  of any kind or
nature  between the parties  with respect to the subject  matter,  except as set
forth herein. This Sublease may not be modified, altered, or amended, other than
by an agreement in writing, signed by the party against whom enforcement of said
agreement is sought.

[Signatures continue on next page]

                                      -13-

<PAGE>



         IN WITNESS WHEREOF, the parties have duly executed this Sublease as of
the date first above written.

                                     SUBLANDLORD:

                                     SCOTT MEDNICK & ASSOCIATES, INC.,
                                     a California corporation, doing business as
                                     THINK NEW IDEAS, INC.

                                     By:   /s/ Frank Zomerfield
                                           -------------------------------------

                                           Its:
                                                 -------------------------------



                                     SUBTENANT:

                                     FIRST LOOK MEDIA, INC.,
                                     a Delaware corporation

                                     By:   William F. Lischak
                                           -------------------------------------

                                           Its:
                                                 -------------------------------

CONSENTED TO AND ACKNOWLEDGED BY:

         Guarantor:

         THINK NEW IDEAS, INC.,
         a Delaware corporation

         By:   /s/ Frank Zomerfield
               -------------------------------------
         Its:      -------------------------------------



                                      -14-
<PAGE>


                                    EXHIBIT A


                                    PREMISES

                       [drawing of premises not included]







                                   EXHIBIT A
                                      -1-

<PAGE>



                                       EXHIBIT B


                    MEMORANDUM OF SUBLEASE COMMENCEMENT DATE


         THIS MEMORANDUM is made and entered into as of ____________ __, 2001,
by and between SCOTT MEDNICK & ASSOCIATES, INC., a California corporation, doing
business as THINK NEW IDEAS, INC. ("Sublandlord"), and FIRST LOOK MEDIA, INC., a
Delaware corporation ("Subtenant"), with respect to that certain Agreement of
Sublease dated as of ____________, 2001 (the "Sublease"), between Sublandlord
and Subtenant.

         The term of the Sublease commenced on ___________, 2001 with respect to
the Premises, which date is defined in Section 2 of the Sublease as the Sublease
Commencement Date. The Sublease Term shall expire on May 31, 2007, unless sooner
terminated pursuant to the Sublease.

         IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this
Memorandum as of the date set forth in the first paragraph hereof.

                                  SUBLANDLORD:

                                     SCOTT MEDNICK & ASSOCIATES, INC.,
                                     a California corporation, doing business as
                                     THINK NEW IDEAS, INC.

                                     By:
                                           -------------------------------------

                                           Its:
                                                 -------------------------------



                                  SUBTENANT:

                                     FIRST LOOK MEDIA, INC.,
                                     a Delaware corporation

                                     By:
                                           -------------------------------------

                                           Its:
                                                 -------------------------------



                                   EXHIBIT B
                                      -1-


<PAGE>


                                    EXHIBIT C


                       EXCLUDED PROVISIONS OF MASTER LEASE

Section 1.1, the subparagraphs       Landlord, Landlord's Mailing Address,
with the following titles:           Tenant, Tenant's Mailing Address, Lease
                                     Term, Target Commencement Date, Initial
                                     Minimum Rent, Landlord's Broker, Tenant's
                                     Broker and Guarantor.

Article 3                            Term and Commencement Date

Article 4                            Minimum Rent

Section 8.1, the following phrase    "other than as specifically set
in the 2nd line:                     forth in the Work Letter"

Article XIX                          Lease Guaranty

Article XX                           Letter of Credit

Article XXIV                         Subordination; Non-Disturbance

Article XXV                          Option for Renewal

Section 29.7                         Brokers

Section 29.22                        Landlord Liability

Section 29.23                        Rules and Regulations

Exhibit "C"                          Work Letter Agreement (other than as
                                     generally applicable to all
                                     works of improvement in the Premises)

Exhibit "D"                          Memorandum of Lease Commencement

Exhibit "G"                          Guaranty

Exhibit "H"                          Subordination and Non-Disturbance Agreement

Exhibit "K"                          Option Space


                                   EXHIBIT C
                                      -1-
<PAGE>


                                    EXHIBIT D

                            FORM OF LETTER OF CREDIT

                              (Letterhead of a bank
                             acceptable to Landlord)
__________ __, 2001

Think New Ideas, Inc.
1001 Brickell Bay Drive
Suite 3000
Miami, Florida  33131
Attention:  Mr. James Timmons

Ladies and Gentlemen:

         We hereby establish our Irrevocable Letter of Credit and authorize you
to draw on us at sight for the account of First Look Media, Inc., a Delaware
corporation, the aggregate amount of One Hundred Thirty Six Thousand Three
Hundred Twenty and 80/100 Dollars ($136,320.00).

         Funds under this Letter of Credit are available to the beneficiary
hereof as follows:

         Any or all of the sums hereunder may be drawn down at any time and from
time to time from and after the date hereof by Think New Ideas, Inc.
("Beneficiary") when accompanied by this Letter of Credit and a written
statement signed by a representative of Beneficiary, certifying that such moneys
are due, unpaid and owing to Beneficiary by First Look Media, Inc. ("First
Look") under that certain Agreement of Sublease dated November 15, 2001, between
Beneficiary and Scott Mednick & Associates, Inc., doing business as First Look,
and a sight draft executed and endorsed by a representative of Beneficiary.

         This Letter of Credit is transferable in its entirety at no cost of
Beneficiary or the transferee. Should a transfer be desired, such transfer will
be subject to the return to us of this advice, together with written
instructions.

         The amount of each draft must be endorsed on the reverse hereof by the
negotiating bank. We hereby agree that this Letter of Credit shall be duly
honored upon presentation and delivery of the certification specified above.

         This Letter of Credit shall expire on ______________.

         Notwithstanding the above expiration date of this Letter of Credit, the
term of this Letter of Credit shall be automatically renewed for successive,
additional one (1) year periods (but in no event beyond May 31, 2007) unless, at
least thirty (30) days prior to any such date of expiration, the undersigned
shall give written notice to Beneficiary, by certified mail, return receipt
requested and at the address set forth above or at such other address as may be
given in writing to the undersigned by Beneficiary, that this Letter of Credit
will not be renewed.


                                   EXHIBIT D
                                      -1-
<page>

         This Letter of Credit is governed by the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International Chamber of Commerce
Publication 500.

                                            Very truly yours,

                                            (Name of Issuing Bank)



                                            By:_________________________________



                                   EXHIBIT D
                                      -2-