Exhibit 99.3

                              OFFICE BUILDING LEASE

                                   SUITE #290

         1. PARTIES.  This Lease dated for reference purposed only, February 12,
1999,  by  and  between  THE  DEL  MORENO   ("Landlord")   and  AMERICAN   DREAM
ENTERTAINMENT ("Tenant").

         2. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases
from  Landlord  that  certain  office  space  ("Premises")  which is outlined on
Exhibit "A" attached hereto and  incorporated  herein by this  reference,  being
situated on the 2nd floor of that certain office building  ("Building') known as
20300 Ventura Boulevard, Woodland Hills, CA 92364.

                  The square footage in Exhibit "A" also includes 44 square feet
as the Tenant's  share of the common  stairways,  hallways,  restrooms and other
useable square feet that are part of the Building and which are charged pro rata
to all other  tenants of the  Building.  The  inclusion of the Tenant's pro rata
share of the common areas as part of the rentable  square  footage is in lieu of
any common area expense charged to the Tenant for the base year.

                  By executing this Lease,  Tenant  acknowledges that the square
footage  represented in Exhibit "A" is based on the Landlord's  measurements and
Tenant has had the opportunity to make its own measurements  with respect to the
square footage.

                  Nothing  contained in Paragraph 2 of the Lease shall be deemed
to be a  representation  by  Landlord  as to the  actual  square  footage of the
Premises  leased  hereby.  It is  understood  that  Tenant has relied on his own
measurements  and  investigations  with regard  thereto,  and has not placed any
reliance on Landlord or any of his agents, employees, or independent contractors
with regard thereto.

                  The  Premises  exclude  the  common   stairways,   stairwells,
hallways, access ways and pipes, ducts, conduits, wires and appurtenant fixtures
serving  exclusively  or in  common  other  parts  of the  Building.  By  taking
possession of the Premises,  Tenant accepts the  improvements as completed or as
substantially  completed,  and in the latter case, Landlord shall provide Tenant
with a list of incomplete  and/or corrective items to be acknowledged by Tenant,
which Landlord shall complete and correct promptly thereafter.

                  Said Lease is subject to the terms, covenants,  conditions and
agreements  hereinafter  set forth, to each and all of which Landlord and Tenant
hereby mutually agree.

         3.        TERM.  The  term of this  Lease  shall  be for one (1)  year,
commencing  on March 1, 1999 and ending on February 29,  2000,  unless
sooner terminated pursuant to this Lease.


<PAGE>

         4.       POSSESSION.

                  4.1 If Landlord  for any reason  whatsoever  cannot  initially
deliver  possession  of the Premises to Tenant at the  commencement  of the term
hereof, this Lease shall not be void or voidable nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom, nor shall the expiration date
of the above term be in any way extended,  but except as otherwise  specifically
provided  herein,  in that  event,  all rent  shall be abated  during the period
between  the  commencement  of said  term and the time  when  Landlord  delivers
possession.

                  4.2 In the  event  the  commencement  date of the term of this
Lease is other than as provided  in Section 3 above,  then  Landlord  and Tenant
shall execute a written  acknowledgment  of the date of  commencement  and shall
attach it to this Lease as Exhibit "B."

                  4.3 In the event that  Landlord  shall permit Tenant to occupy
the Premises prior to the commencement date of the term, such occupancy shall be
subject to all of the provisions of this Lease and said early  possession  shall
not advance the  termination  date  hereinabove  provided.  In the event  Tenant
occupies  the  Premises  prior  to the  commencement  date of the  term  for the
installation  of  Tenant  trade  fixtures  and  equipment  in the  Premises,  or
otherwise,  such use or  occupancy  shall be pursuant to the express  conditions
that (a)  Tenant's  early  entry shall not  interfere  with  Landlord's  work or
construction  or cause labor  difficulty;  (b) Tenant shall execute an indemnity
agreement in favor of Landlord in form and substance  satisfactory  to Landlord;
(c)  Tenant  shall  pay for and  provide  evidence  of  insurance  issued  by an
insurance  carrier  (or  evidence  of  self-insurance)  approved  in  writing by
Landlord;  and (d) Tenant  shall pay utility  charges  reasonably  allocated  to
Tenant by Landlord. Tenant shall not commence the operation of business prior to
the  commencement  date of the term without the express prior written consent of
Landlord.

         5. RENT. Tenant shall pay to Landlord as rent for the Premises, without
demand,  deduction,  abatement  or set-off,  the sum of Five  Hundred  Forty and
00/100  Dollars  ($540.00) on or before the first day of each and every calendar
month  of the  term  of  this  Lease,  the  first  monthly  payment  to be  made
concurrently  with the execution  hereof.  If the  commencement  date is not the
first day of a month or if the Lease  termination  date is not the last day of a
month, the rent payable hereunder shall be prorated on a daily basis at the then
current rate for the fractional  month during which this Lease commences  and/or
terminates,   and  the  rent  payable  for  the  partial  month   following  the
commencement  date shall be payable on the first day of the second full calendar
month of the term together with the regular monthly rent due. Said rent shall be
paid to Landlord in lawful money of the United States of America, which shall be
legal  tender at the time of payment at the Office of the  Building,  or to such
other person or at such other place as Landlord may from time to time  designate
in writing.

         6.  SECURITY  DEPOSIT.  Concurrently  with the execution of this Lease,
Tenant has  deposited  with  Landlord the sum of Five  Hundred  Fifty and 00/100
Dollars  ($550.00),  receipt  of which is hereby  acknowledged,  to  secure  the
faithful performance by Tenant of all of the terms,  covenants and conditions of
this Lease by Tenant to be kept and  performed  during the term  hereof.  Tenant
agrees  that if it shall  fail to pay when  due any  installment  of rent or any
other sums provided in this Lease to be paid by Tenant to Landlord, or if Tenant
shall default in or breach any of the other terms,  covenants and  conditions of
this Lease and  Landlord  shall suffer any damage as a result of said default or
breach,  then in any such event  Landlord may, at its option (but Landlord shall


<PAGE>

not be required  to) apply said  deposit to any rent or other sum due and unpaid
by Tenant to Landlord hereunder,  to any damage suffered by Landlord as a result
of such  default  or breach to the extent of the  amount of damage  suffered  by
Landlord,  or  to  any  reasonable  attorney's  fees  incurred  by  Landlord  in
connection with such default or breach. Should the entire amount so deposited be
applied by Landlord as herein above provided, then Tenant, on the written demand
of Landlord,  shall forthwith  remit to Landlord a sufficient  amount in cash to
restore said security deposit to its original amount, and Tenant's failure to do
so within ten (10) days  after such  demand  shall  constitute  a breach of this
Lease.  Should Tenant comply with all of the terms,  covenants and conditions of
this Lease and promptly pay all rental  herein  provided for as it falls due and
all other  sums  payable by Tenant to  Landlord  hereunder,  the  unappropriated
balance of said security  deposit shall be returned to Tenant at the  expiration
of the term of this Lease or upon any earlier  termination.  Landlord shall have
the right to  commingle  said  security  deposit  with other funds of  Landlord.
Should  Landlord sell its interest in the Premises during the term hereof and if
Landlord  deposits  with the  purchaser  thereof the then  unappropriated  funds
deposited by Tenant as aforesaid,  thereupon  Landlord shall be discharged  from
any further liability with respect to such deposit.

         7.       MISCELLANEOUS.

                  7.1  Tenant  agrees  that it  shall  comply  with all fire and
security regulations that may be issued from time to time by Landlord and Tenant
also shall provide Landlord with the name of a designated  responsible  employee
to  represent  Tenant  in all  matters  pertaining  to  such  fire  or  security
regulations.

                  7.2 Landlord reserves the right by written notice to Tenant to
rescind  alter or waive any Rule or Regulation  at any time  prescribed  for the
Building when, in Landlord's judgment, it is necessary,  desirable or proper for
the best interest of the Building and its tenants.

                  7.3      Tenant  shall not  disturb,  solicit,  or canvass any
occupant of the  Building  and shall  cooperate to prevent same.

                  7.4 Without the written consent of Landlord,  Tenant shall not
use the name of the Building in connection  with or in promoting or  advertising
the business of Tenant except as Tenant's address.

                  7.5 Landlord shall furnish heating and air conditioning during
the hours of 7:00 a.m. and 7:00 p.m.,  Monday through  Friday,  and 7:00 a.m. to
12:00 p.m.  on  Saturday,  except for  holidays.  In the event  Tenant  requires
heating and air  conditioning  during off hours,  Sundays or holidays,  Landlord
shall on notice provide such services at the then prevailing rate for such extra
service.

                  7.6 Pets which shall include but not be limited to dogs, cats,
birds and fish are prohibited from the Building, except for service animals.

                  7.7 Smoking  anywhere on the Building  Premises is prohibited,
except in any area which the  Building  Management  may  designate as a "Smoking
Area."

                  Landlord  reserves  the right to make such  other and  further
rules  and  Regulations  as in its  judgment  may be for the  safety,  care  and
cleanliness  of the  Premises  and for the  preservation  of good order  therein
Tenant agrees to abide by all such Rules and Regulations  hereinabove stated and
any additional Rules and Regulations which are adopted.


<PAGE>


TENANT:                                     LANDLORD:

AMERICAN DREAM ENTERTAINMENT                BEVERLY DEVELOPMENT CO. VI
                                            d/b/a THE DEL MORENO


By:_______________________________  By:_____________________________
                                       ADOBE PROPERTIES,
Its:_______________________________         GENERAL PARTNER


                                   By:_____________________________
                                       General Partner

MTC/ej/195045