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                                                                   EXHIBIT 10.14


                          STANDARD OFFICE LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                     [LOGO]


1.   BASIC LEASE PROVISIONS ("Basic Lease Provisions")

        1.1 PARTIES: This Lease, dated, for reference purposes only, October 8,
1999, is made by and between 2800 Olympic Boulevard Partners, L.P., a California
Limited Partnership, (herein called "Lessor") and Launch Media, Inc., a Delaware
Corporation, doing business under the name of N/A, (herein called "Lessee").

        1.2 PREMISES: Suite Numbers(s) 201-203 and 102-104, ___ floors,
consisting of approximately 12,914 feet, more or less, as defined in paragraph 2
and as shown on Exhibit "A" hereto (the "Premises").


        1.3 BUILDING: Commonly described as being located at 2800 Olympic
Boulevard, in the City of Santa Monica, County of Los Angeles, State of
California, as more particularly described in Exhibit A hereto, and as defined
in paragraph 2.

        1.4 USE: General office (studio production and multi-media use) purposes
and incidental uses thereto, subject to paragraph 6.

        1.5 TERM: Five (5) years commencing See Addendum #1 ("Commencement
Date") and ending See Addendum #1, as defined in paragraph 3.


        1.6 BASE RENT: $30,994.00 per month, payable on the 1st day of each
month, per paragraph 4.1 See Addendum #3.

        1.7 BASE RENT INCREASE: On See Addendum #3 the monthly Base Rent payable
under paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below.

        1.8 RENT PAID UPON EXECUTION: $30,994.00 for__________________________.

        1.9 SECURITY DEPOSIT: $36,159.00.

        1.10 LESSEE'S SHARE OF OPERATING EXPENSE INCREASE: 89% as defined in
paragraph 4.2.

2. PREMISES, PARKING AND COMMON AREAS.

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

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

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

               2.2.2 The monthly parking rate per parking space will be $ See
Adden. #4 per month at the commencement of the term of this Lease, and is
subject to change upon five (5) days prior written notice to Lessee. Monthly
parking fees shall be payable one month in advance prior to the first day of
each calendar month.

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

        2.4 COMMON AREAS - RULES AND REGULATIONS. Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit B with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers, and invitees to so abide and conform. Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to
modify, amend and enforce said rules and regulations. Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees, their agents, employees and invitees of the Office Building
Project.

        2.5 COMMON AREAS - CHANGES. Lessor shall have the right, in Lessor's
sole discretion, from time to time:

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

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

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

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

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

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

3. TERM.

        3.1 TERM. The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

        3.2 DELAY IN POSSESSION. Notwithstanding said Commencement Date, if for
any reason Lessor cannot deliver possession of the Premises to Lessee on said
date and subject to paragraph 3.2.2, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term hereof; but in such case,
Lessee shall not be obligated to pay rent or perform any other obligation of
Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement
Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee, Lessee may, at Lessee's option, by notice in writing to
Lessor within ten (10) days thereafter, cancel this Lease, in which event the
parties shall be discharged from all obligations hereunder; provided, however,
that, as to Lessee's obligations, Lessee first reimburses

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Lessor for all costs Incurred for Non-Standard Improvements and, as to Lessor's
obligations, Lessor shall return any money previously deposited by Lessee (less
any offsets due Lessor for Non-Standard Improvements); and provided further,
that if such written notice by Lessee is not received by Lessor within said ten
(10) day period, Lessee's right to cancel this Lease hereunder shall terminate
and be of no further force or effect.

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

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

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

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

4. RENT.

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

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

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

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

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

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

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

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

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

                           (ii) Trash disposal, janitorial and security
services;

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

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

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

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

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

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

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

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

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

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

        4.3 RENT INCREASE. See Addendum #3


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

6. USE.

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

        6.2 COMPLIANCE WITH, LAW.

               (a) Lessor warrants to Lessee that the Premises, in the state
existing on the date that the Lease term commences, but without regard to
alterations or improvements made by Lessee or the use for which Lessee will
occupy the Premises, does not violate any covenants or restrictions of record,
or any applicable building code, regulation or ordinance in effect on such Lease
term Commencement Date. In the event it is determined that this warranty has
been violated, then it shall be the obligation of the Lessor, after written
notice from Lessee, to promptly, at Lessor's sole cost and expense, rectify any
such violation.

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

        6.3 CONDITION OF PREMISES.

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

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

7. MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

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

        7.2 LESSEE'S OBLIGATIONS.

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

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

        7.3 ALTERATIONS AND ADDITIONS.

               (a) Lessee shall not, without Lessor's prior written consent make
any alterations, improvements, additions, Utility Installations or repairs In,
on or about the Premises, or the Office Building Project. As used in this
paragraph 7.3 the term "Utility Installation" shall mean carpeting, window and
wall coverings, power panels, electrical distribution systems, lighting
fixtures, air conditioning, plumbing, and telephone and telecommunication wiring
and equipment. At the expiration of the term, Lessor may require the removal of
any or all of said alterations, improvements, additions or Utility
Installations, and the restoration of the Premises and the of the Building
Project to their prior condition, at Lessee's expense. Should Lessor permit
Lessee to make its own alterations, improvements, additions or Utility
Installations, Lessee shall use only such contractor as has been expressly
approved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's
sole cost and expense, a lien and completion bond In an amount equal to one and
one-half times the estimated cost of such improvements, to insure Lessor against
any liability for mechanic's and materialmen's liens and to insure completion of
the work. Should Lessee make any alterations, improvements, additions or Utility
Installations without the prior approval of Lessor, or use a contractor not
expressly approved by Lessor, Lessor may, at any time during the term of this
Lease, require that Lessee remove any part or all of the same.

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

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

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interest therein.

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

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

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

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

8. INSURANCE; INDEMNITY.

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

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

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

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

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

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

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

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

        8.9 NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Lessee's property or obligations under
this Lease.


9. DAMAGE OR DESTRUCTION.

        9.1 DEFINITIONS.

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

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

               (c) "Premises Building Total Destruction" shall mean if the
Building of which the Premises are a part is damaged or destroyed to the extent
that the cost

                                 MODIFIED GROSS
                                     REVISED
                                  Page 4 of 11

<PAGE>   5
to repair is fifty percent (60%) or more of the then Replacement Cost of the
Building.

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

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

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

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

        9.2 PREMISES DAMAGE; PROMISES BUILDING PARTIAL DAMAGE.

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

               (b) Uninsured Loss: Subject to the provisions of paragraphs 9.4
and 9.5, if at any time during the term of this Lease there is damage which is
not an Insured Loss and which falls within the classification of Premises Damage
or Premises Building Partial Damage, unless caused by a negligent or willful act
of Lessee (in which event Lessee shall make the repairs at Lessee's expense),
which damage prevents Lessee from making any substantial use of the Premises,
Lessor may at Lessors option either (1) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's intention to cancel
and terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of such
damage.

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

        9.4 DAMAGE NEAR END OF TERM.

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

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

        9.5 ABATEMENT OF RENT; LESSEE'S REMEDIES.

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

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

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

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

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


10. REAL PROPERTY TAXES.

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

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

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

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

        10.5 PERSONAL PROPERTY TAXES.

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

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


                                 MODIFIED GROSS
                                     REVISED
                                  Page 5 of 11



<PAGE>   6
11. UTILITIES.

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

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

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

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

12. ASSIGNMENT AND SUBLETTING.

        12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold. Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 131. "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) if Lessee is a corporation, more than
twenty-five percent (25%) of the voting stock of such corporation, or (b) if
Lessee is a partnership, more than twenty-five percent (25%) of the profit and
loss participation in such partnership.

        12.2 LESSEE AFFILIATE. Notwithstanding the provisions of paragraph 12.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the
merger or consolidation with Lessee, or to any person or entity which acquires
all the assets of Lessee as a going concern of the business that is being
conducted on the Premises, all of which are referred to as "Lessee Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and assumption. Any such assignment
shall not, in any way, affect or limit the liability of Lessee under the terms
of this Lease even if after such assignment or subletting the terms of this
Lease are materially changed or altered without the consent of Lessee, the
consent of whom shall not be necessary.

        12.3 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

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

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

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

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

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

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

               (g) Lessor's written consent to any assignment or subletting of
the Premises by Lessee shall not constitute an acknowledgment that no default
then exists under this Lease of the obligations to be performed by Lessee nor
shall such consent be deemed a waiver of any then existing default, except as
may be otherwise stated by Lessor at the time.

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

        12.4 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.
Regardless of Lessor's consent, the following terms and conditions shall apply
to any subletting by Lessee of all or any part of the Premises and shall be
deemed included in all subleases under this Lease whether or not expressly
incorporated therein:

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

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

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

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

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

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

        12.6 CONDITIONS TO CONSENT. Lessor reserves the right to condition any
approval to assign or sublet upon Lessor's determination that (a) the proposed
assignee or sublessee shall conduct a business on the Premises of a quality
substantially equal to that of Lessee and consistent with the general character
of the

                                 MODIFIED GROSS
                                     REVISED
                                  Page 6 of 11

<PAGE>   7
other occupants of the Office Building Project and not in violation of any
exclusives or rights then held by other tenants, and (b) the proposed assignee
or sublessee be at least as financially responsible as Lessee was expected to be
at the time of the execution of this Lease or of such assignment or subletting,
whichever is greater.

13. DEFAULT; REMEDIES.

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

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

               (b) The breach by Lessee of any of the covenants, conditions or
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or
subletting), 131(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f)
(false statement), 16(a) (estoppel certificate), 30(b) (subordination), 33
(auctions), or 41.1 (easements), all of which are hereby deemed to be material,
non-curable defaults without the necessity of any notice by Lessor to Lessee
thereof.

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

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

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

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

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

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

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

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

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

        13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by
Lessee to Lessor of Base Rent, Lessee's Share of Operating Expense Increase or
other sums due hereunder will cause Lessor to incur costs not contemplated by
this Lease, the exact amount of which will be extremely difficult to ascertain.
Such costs include, 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 Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a late charge equal to 6% of such overdue amount. The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late payment by Lessee.
Acceptance of such late charge by Lessor shall in no event constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

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

15. BROKER'S FEE.

               (a) The brokers involved in this transaction are Sandstone
Property Management Company as "listing broker" and Lee & Associates, West Los
Angeles as "cooperating broker," licensed real estate broker(s). A "cooperating
broker" is defined as any broker other than the listing broker entitled to a
share of any commission arising under this Lease. Upon execution of this Lease
by both parties, Lessor shall pay to said brokers jointly, or in such separate
shares as they may mutually designate in writing, a fee as set forth in a
separate agreement between Lessor and said broker(s), or in the event there is
no separate agreement between Lessor and said broker(s), the sum of $_______ for
brokerage services rendered by said broker(s) to Lessor in this


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                                     REVISED
                                  Page 7 of 11
<PAGE>   8
transaction.

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

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

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

16. ESTOPPEL CERTIFICATE.

               (a) Each party (as "responding party") shall at any time upon not
less than ten (10) days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer of the Office Building Project or
of the business of Lessee.

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

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

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

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

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

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

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

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

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

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

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

        26. HOLDING OVER. If Lessee, with Lessor's consent, remains in
possession of the Premises or any part thereof after the expiration of the term
hereof, such occupancy shall be a tenancy from month to month upon all the
provisions of this Lease pertaining to the obligations of Lessee, except that
the rent payable shall be one hundred fifty percent (150%) of the rent payable
immediately preceding the termination date of this Lease, and all Options, if
any, granted under the terms of this Lease shall be deemed terminated and be of
no further effect during said month to month tenancy.

        27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law


                                 MODIFIED GROSS
                                     REVISED
                                  Page 8 of 11

<PAGE>   9
or in equity.

        28. COVENANTS AND CONDITIONS. Each provision of this Lease performable
by Lessee shall be deemed both a covenant and a condition.

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

30. SUBORDINATION.

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

               (b) Lessee agrees to execute any documents required to effectuate
an attornment, a subordination, or to make this Lease or any Option granted
herein prior to the lien of any mortgage, deed of trust or ground lease, as the
case may be. Lessee's failure to execute such documents within ten (10) days
after written demand shall constitute a material default by Lessee hereunder
without further notice to Lessee or, at Lessor's option, Lessor shall execute
such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does
hereby make, constitute and irrevocably appoint Lessor as Lessee's
attorney-in-fact and in Lessee's name, place and stead, to execute such
documents in accordance with this paragraph 30(b).

31. ATTORNEYS' FEES.

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

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

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

32. LESSOR'S ACCESS.

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

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

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

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

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

35. MERGER. The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, 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
of any or all of such subtenancies.

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

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

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

39. OPTIONS.

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

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

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

        39.4 EFFECT OF DEFAULT ON OPTIONS.

               (a) Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the contrary, (i) during
the time commencing


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                                     REVISED
                                  Page 9 of 11
<PAGE>   10
from the date Lessor gives to Lessee a notice of default pursuant to paragraph
13.1(c) or 13.1(d) and continuing until the noncompliance alleged in said notice
of default is cured, or (ii) during the period of time commencing on the day
after a monetary obligation to Lessor is due from Lessee and unpaid (without any
necessity for notice thereof to Lessee) and continuing until the obligation is
paid, or (111) in the event that Lessor has given to Lessee three or more
notices or default under paragraph 13.1(c), or paragraph 131(d), whether or not
the defaults are cured, during the 12 month period of time immediately prior to
the time that Lessee attempts to exercise the subject Option, (iv) if Lessee has
committed any non-curable breach, including without limitation those described
in paragraph 13.1(b), or is otherwise in default of any of the terms, covenants
or conditions of this Lease.

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

               (c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely exercise of the Option, if, after such exercise and during the term of
this Lease, (i) Lessee falls to pay to Lessor a monetary obligation of Lessee
for a period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in paragraph 13.1(d) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee falls thereafter to diligently prosecute said cure to completion, or
(iii) Lessor gives to Lessee three or more notices of default under paragraph
13.1(c), or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if
Lessee has committed any non-curable breach, including without limitation those
described in paragraph 13.1(b), or is otherwise in default of any of the terms,
covenants and conditions of this Lease.

40. SECURITY MEASURES - LESSOR'S RESERVATIONS.

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

        40.2 Lessor shall have the following rights:

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

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

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

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

        40.3  Lessee shall not:

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

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

41. EASEMENTS.

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

        41.2 The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

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

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

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

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

46. LENDER MODIFICATION. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

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

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

49. ATTACHMENTS. Attached hereto are the following documents which constitute a
part of this Lease:

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

        IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
        YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS
        MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
        ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
        LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS



                                 MODIFIED GROSS
                                    REVISED
                                  Page 10 of 11
<PAGE>   11
        LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY
        UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX
        CONSEQUENCES OF THIS LEASE.

                LESSOR                                 LESSEE
2800 Olympic Boulevard Partners, L.P., a     Launch Media, Inc., a Delaware
California Limited Partnership               Corporation
----------------------------------------     -----------------------------------

By KMK Capital Corp.                         By /s/ JEFF MICKEAL
   -------------------------------------        --------------------------------

Its  General Partner                         Its JEFF MICKEAL C.F.O.

BY /s/ JEFF KIRSHNER                         By
   -------------------------------------       ---------------------------------

Its Jeff Kirshner, VP                        Its
    ------------------------------------        --------------------------------

Executed at Santa Monica, CA                 Executed at Santa Monica, CA
on October 19, 1999                          on October 14, 1999
Address                                      Address 2700 Pennsylvania
       ---------------------------------

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



                                 MODIFIED GROSS
                                     REVISED
                                  PAGE 11 OF 11
<PAGE>   12
                        STANDARD OFFICE LEASE FLOOR PLAN

                                     [LOGO]



                                   EXHIBIT A


                                 MODIFIED GROSS
                                    REVISED
                                  Page 1 of 1



<PAGE>   13
                                   EXHIBIT A

                            [DIAGRAM OF FLOOR PLAN]


SECOND FLOOR PLAN - EXISTING
<PAGE>   14
                                   EXHIBIT A

                            [DIAGRAM OF FLOOR PLAN]



FIRST FLOOR PLAN - EXISTING

<PAGE>   15
                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE

                                     [LOGO]


Dated:______________________________

By and Between______________________________


                                         GENERAL RULES

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

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

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

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

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

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

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

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

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

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

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

        12. LESSOR reserves the right to close and lock the Building on
Saturdays, Sundays and legal holidays, and on other days between the hours of
___________P.M. and ___________ A.M. of the following day. If LESSEE uses the
Premises during such periods, LESSEE shall be responsible for securely locking
any doors it may have opened for entry.

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

        14. No awnings shall be installed or used by LESSEE.

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

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

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

        18. LESSEE shall not install, maintain or operate any vending machines
upon the Premises without LESSOR'S written consent.

        19. THE PREMISES shall not be used for lodging or manufacturing, cooking
or food preparation.

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

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

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

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


                                  PARKING RULES

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

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

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

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

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

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

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

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


                                   EXHIBIT B
                                 MODIFIED GROSS
                                    REVISED
                                  Page 1 of 1
<PAGE>   16
                    ADDENDUM TO STANDARD OFFICE LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

Date:              October 8, 1999

By and Between:    2800 Olympic Blvd. Partners, L.P. ("Lessor") and Launch
                   Media, Inc. ("Lessee")

Premises:          Suite 201-203 and 102-104

Building:          2800 Olympic Boulevard, Santa Monica, California

        This Addendum ("Addendum") to Standard Office Lease -- Gross (the
"Lease") shall modify and amend the Lease as set forth below. Except as
expressly amended herein, the Lease remains in full force and effect. In the
event of any conflict or inconsistency between the terms of the Lease and this
Addendum, this Addendum shall prevail. The defined terms set forth in this
Addendum shall have the same meanings as the defined terms set forth in the
Lease.

        1. Term. The Commencement Date of the Lease shall be the date which is
ninety (90) days after the date of delivery of the first portion of the Premises
to Lessee. The term of the Lease shall expire five (5) years after the
Commencement Date.

           Other than the payment of the full amount of Base Rent, Lessee shall
comply with all other terms of this Lease upon delivery of any portion of the
Premises to Lessee. Due to the fact that there are other tenants in possession
of the Premises at this time, Lessor anticipates that it shall deliver the
following portions of the Premises to Lessee on or before the dates shown below
(Lessor will give Lessee ten (10) day written notice if before date shown
below):

<TABLE>
<CAPTION>
            Suite No.:           201           202           203            102-104
<S>                              <C>           <C>           <C>            <C>
            Rentable Square      4,574         1,464         1,855          5,021
              Footage:

            Anticipated          11/15/99      11/15/99      12/15/99       1/1/2000
              Delivery Date:
</TABLE>

           During the time prior to Lessor's delivery of the entire Premises to
Lessee, Lessee shall pay Base Rent based on the square footage of the portion of
the Premises actually delivered to Lessee at the rate per square foot as set
forth in paragraph 3. Any partial month's rent shall be prorated.


        2. Contingency for Existing Lease Terminations. The obligations of the
parties under this Lease are contingent upon the termination of the existing
leases for the Premises. Landlord shall use reasonable efforts to terminate the
existing leases and to deliver possession of the Premises to Lessee by the dates
set forth in paragraph 1 above ("Anticipated Delivery Dates"). If Lessor has not
terminated the existing Leases and delivered possession of the entire Premises
to Lessee by March 5, 2000, then either Lessor or Lessee may terminate this
Lease with respect to the portion of the Premises not delivered to Lessee by
delivery of written notice to the other party at any time prior to delivery of
such undelivered portion of the Premises to Lessee, in which case the parties
agree to execute an amendment to this Lease to modify all applicable terms based
on the square of footage of the Premises actually delivered to



                                       1
<PAGE>   17
Lessee. Notwithstanding anything to the contrary contained herein, no leasing
commissions, brokerage commissions or fees shall be due and payable until Lessee
takes possession of the entire Premises (or the parties execute the lease
amendment referenced above).

        3. Base Rent. The Base Rent described in Paragraph 1.6 shall be subject
to adjustment as follows:


<TABLE>
<CAPTION>
                                     Monthly Base Rent Per
                    Year             Rentable Square Foot
                    ----             --------------------
<S>                                  <C>
                      1                      $2.40
                      2                      $2.50
                      3                      $2.60
                      4                      $2.70
                      5                      $2.80
</TABLE>

        4. Parking. Lessee shall have the right to all of the parking spaces at
the Building (except for those parking spaces used by Suite 101, the handicapped
parking spaces and guest parking) for the entire Lease term and any extensions
thereof. The initial rates for Lessee's parking shall be $50.00 per car, per
month for unreserved, uncovered parking and $75.00 per car, per month for
reserved, covered. Said parking rates shall be inclusive of any and all parking
taxes.

        5. Operating Expense Increases; Base-Year. Lessee shall pay its
proportionate share of operating expenses and real estate tax increases over
2000 Base Year. All calculations shall be based on the Building deemed to be no
less than ninety-five percent (95%) leased.

        6. Utilities; Janitorial. Notwithstanding anything to the contrary
contained in the Lease, Lessee shall contract and pay for all utilities for the
Premises and the cost of all janitorial services (using a service approved by
Lessor in its reasonable discretion) for the interior and exterior of the
Building.

        7. First Months' Rent/Security Deposit. Lessee shall deliver to Lessor
upon Lease execution an amount equal to the first month's rent plus the amount
specified in Section 1.9 of the Lease which shall be the Security Deposit. Said
Security Deposit shall not be increased throughout the initial lease term due to
an increase in Lessee's rent.

        8. Tenant Improvements. Lessee shall commence the installation of
improvements, alterations, fixtures and any other tenant improvements
(collectively, "Tenant Improvements") as soon as Lessee is given access to the
Premises and the permits have been issued. All of the Tenant-Improvements shall
be completed pursuant to plans and specifications which shall have first
received Lessor's written approval (not to be unreasonably withheld) and shall
be undertaken and completed by a licensed contractor (selected by Lessee and
approved by Lessor) in a good and workmanlike manner. Any structural work,
plumbing, electrical and HVAC work at the Premises shall require approval and
supervision by Lessor's architect, engineer and/or other consultants, provided
that such approvals and supervision shall be handled on a reasonable basis and
shall not result in unreasonable delays in the Tenant Improvements. Prior to
commencement of construction, Lessee shall deliver to Lessor all required
insurance certificates, Lessee shall obtain all necessary permits, licenses and
other approvals with respect thereto (a copy of which shall be delivered to the
Lessor prior to commencement of any work) and Lessee shall fully comply with all
governmental and quasi-governmental statutes, ordinances, rules and regulations
pertaining thereto. Lessee shall keep the property and all Tenant Improvements
lien free, shall timely pay all bills and invoices for the Tenant Improvements
and shall minimize any disturbances to the Building, neighbors and other tenants
at the Building. Lessee shall not store any materials, supplies or



                                       2
<PAGE>   18
trash at any location outside of the Premises. Lessee shall promptly dispose of
all trash and debris and shall not use the Building's trash containers for any
construction materials or debris. Lessee shall arrange for all contractors,
subcontractors and workers to park at a location designated by Lessor.

        Lessor will contribute the sum of $13.00 per rentable square foot ("TI
Allowance") towards the Tenant Improvements. All Tenant Improvements and other
work at the Premises in excess of the TI Allowance shall be paid by Lessee. The
TI Allowance shall be disbursed to Lessee within ten (10) days after all of the
following conditions occurs:

        (a)     Lessor and/or its representatives has inspected the Premises
                (which inspection shall be conducted within ten (10) business
                days after written notice from Lessee, and has determined that
                such construction has been substantially completed in accordance
                with the approved plans and specifications;

        (b)     Lessee provides Lessor with the final certificate of occupancy,
                and other permits required by law;

        (c)     Lessee provides Lessor with evidence that Lessee has paid the
                construction costs in full;

        (d)     Lessee assigns to Lessor all warranties, guarantees and building
                manuals in respect to the construction of the improvements, if
                applicable; and

        (e)     Lessee provides Lessor with copies of final unconditional lien
                releases from its general contractor, as well as any significant
                sub-contractors and suppliers as requested by Lessor in a form
                acceptable to Lessor.

        9. Option to Extend Lease Term. Lessee shall have the right, at its
option, to extend the Term for one (1) period of five (5) years (the "Option
Term") immediately following the Expiration Date. Lessee shall exercise its
right to extend the Term by delivery of written notice to Lessor at least six
(6) months and not more than nine (9) months prior to the then scheduled
Expiration Date. All of the terms, covenants and conditions (including without
limitation defined terms) contained in this Lease shall be applicable to the
Option Term in the event of exercise by Lessee; provided, however, that the Term
and the Base Rent shall be modified as provided herein and Lessee shall have no
further options to extend the Term thereafter.

           Subject to adjustment as hereafter provided, the Base Rent for the
Option Term shall be adjusted to the greater of (i) the Base Rent for the last
month of the Term or (ii) Prevailing Market Rent, described below.

           The "Prevailing Market Rent" shall be equal to the rental per square
foot of rentable area of the Premises per month as of the date which is six (6)
months prior to the expiration of the Original Term of the Lease prevailing for
comparable space in the same area where the Premises are located. In determining
the Prevailing Market Rent, the particular configuration, frontage along a
public thoroughfare, signage visible to the public, parking facilities, and
general level of quality of improvements and location of each comparison
building shall be taken into account.

           If Lessee has timely exercised the Option, Lessor shall notify Lessee
in writing of the proposed new Base Rent determined by Lessor for the Option
Term at least ninety (90) days prior to the commencement date of the Option
Term. Unless Lessee objects to the amount determined by Lessor within fifteen
(15) days after receipt of such notice, the amount stated in such notice shall
be the new Base




                                       3
<PAGE>   19

Rent. If Lessee objects to Lessor's proposal, then the new Base Rent shall be
determined by a MAI appraiser chosen by Lessor and approved by Lessee. If Lessee
does not disapprove Lessor's choice of an appraiser by delivery of written
notice of disapproval within five (5) days of written notice of such choice by
Lessor, then Lessor's appraiser shall be deemed to be approved by Lessee. If
Lessee does not approve Lessor's choice of an appraiser, then Lessee's notice of
disapproval shall name a MAI Appraiser, designated by Lessee, and each of
Lessor's appraiser and Lessee's appraiser shall appoint a third MAI Appraiser
and each appraiser shall determine the Prevailing Market Rent. The two amounts
which are closest shall be averaged, and such average shall be the Prevailing
Market Rent for purposes of this Option. The cost of any common appraiser shall
be split equally by Lessor and Lessee, and if three appraisers are utilized,
Lessor and Lessee shall each be responsible for the fees and costs of the
appraiser which it appoints. If the Base Rent shall not have been determined by
the commencement date of the Option Term, then until it is determined, Lessee
shall pay Base Rent when due during the Option Term determined using Lessor's
proposed Base Rent, and when the actual adjusted Base Rent is determined, either
Lessee shall pay to Lessor any additional rent due for the months which have
elapsed in the Option Term, or Lessor shall credit any excess payment for the
elapsed months to the next Base Rent becoming due.

           The Base Rent during each Option Term shall be subject to annual
increases based on market conditions at the time the Option is exercised.

        10. Assignment and Subletting. The following language is added at the
end of Paragraph 12.6 of the Lease:

           "Lessor may consider all factors relating to the proposed new lessee
and the Premises, including, without limitation, the financial capacity and
economic condition of the proposed new lessee, the lessee mix in the Building,
any adverse impact on the business of existing tenants, wear and tear on
facilities, comparable type and quality of business, conformity to the use
provision in the Lease, hours of operation, business plan and qualified business
reputation, credit, rent payment history and experience of the proposed new
lessee. In addition, Lessor's consent shall be subject to and conditioned upon
compliance with reasonable standards and conditions required by Lessor,
including, without limitation:

           (1) Lessor's receipt from Lessee, not less than thirty (30) days
prior to any proposed transfer, of a written request for Lessor's consent which
request shall set forth (i) the name of the proposed assignee or sublessee, (ii)
the financial details and other terms of any proposed transfer, (iii) the type
and history of the performance of the business of any proposed transferee and
(iv) such bank, credit, tax returns, financial and other reasonable information
concerning any proposed transferee as Lessor may require.

           (2) Use of a form of document approved by Less(

           (3) Payment to Lessor of fifty percent (50%) of which the rent paid
or to be paid to Lessee as a result of any transfer under Article 12, plus fifty
percent (50%) of all other consideration paid or to be paid as consideration for
or otherwise in connection with the proposed transfer, exceeds the rent then
payable by Lessee under the Lease. For purposes of this calculation, Lessee may
deduct, from the amount of rent and other consideration paid or to be paid to
Lessee, the reasonable costs for brokerage commissions paid to unrelated third
party brokers in connection with such transfer and any reasonable tenant
improvement costs paid by Lessee in connection with such transfer."

        11. Compliance with Law. Paragraph 6.2(a) of the Lease is hereby deleted
in its entirety and the language which follows is substituted in its place: "As
of the date of this Lease, Lessor has no actual knowledge of any violation of
any covenants or restrictions of record, or any applicable building code,



                                        4
<PAGE>   20
regulation or ordinance in effect on the Lease term Commencement Date. In the
event it is determined that a non-disclosed material violation exists and Lessee
has given Lessor written notice of the same, it shall be Lessor's obligation to
cure such violation in an amount not to exceed Ten Thousand Dollars
($10,000.00). In the event the costs to cure such violation exceeds Ten Thousand
Dollars ($10,000.00), Lessee has the option to cure the violation for the amount
which exceeds Ten Thousand Dollars or either party may terminate this Lease by
providing written notice to the other of such election to terminate the Lease.
No abatement or offset of rent by Lessee shall occur pursuant to this paragraph.

           Other than the foregoing, Lessee accepts the Premises in an
"As-Is/Where Is" condition and agrees and acknowledges that neither Lessor nor
any other party acting on behalf of Lessor has made any representations or
warranties of any type regarding the Premises or the Building."

           The following language is added at the end of Paragraph 6.2(b):

           "Lessee shall conduct its business and shall cause each Lessee party
to act in such a manner as to (a) not release or permit the release of any
Hazardous Material in, under, on or about the Building, (b) not create any
nuisance or unreasonable interference with or disturbance of other lessees of
the Building or Lessor in its management of the Building, such as the creation
of excessive noise, odors parking usage, and (c) not to increase materially
insurance premiums for the Building due solely or primarily to Lessee's
activities. "Hazardous Materials" means any hazardous, explosive, radioactive or
toxic substance, material or waste which is or becomes regulated by any local
governmental authority, the state in which the Building is located, or the
United States, including, without limitation, any material or substance which is
(i) defined or listed as a "hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," "hazardous substance," "hazardous material,"
"pollutant" or "contaminant" under any Law, (ii) petroleum or a petroleum
derivative, (iii) a flammable explosive, (iv) a radioactive material, (v) a
polychlorinated biphenyl, (vi) asbestos or an asbestos derivative, or (vii) a
carcinogen.

           Lessee shall indemnify and hold Lessor harmless from and against any
and all claims, judgments, damages, penalties, fines, costs (including actual
attorneys' fees, litigation expenses and court costs), liabilities and losses,
including without limitation, attorneys' fees, consultant fees and expert fees
which arise during or after the Lease term as a result of Hazardous Materials
contamination and any clean up, remediation, removal or restoration work
necessary in the reasonable judgment of Lessor or required by any federal, state
or local governmental agency or political subdivision because of the presence of
such Hazardous Materials in, on or about the Premises arising out of or relating
to (a) the use, presence, handling or disposition of Hazardous Materials by
Lessee, its employees, agents, contractors or invitees in, on or about the
Premises, (b) the breach by Lessee, its employees, agents, contractors or
invitees of any of the terms of this paragraph, and (c) any Hazardous Materials
contamination of the Premises or the Building caused by Lessee, its employees,
agents, contractors of invitees. Lessee's obligations hereunder shall survive
the termination of this Lease.

           Upon termination of this Lease, Lessee shall cause any and all
Hazardous Materials stored on or about the Premises and any contamination caused
by Lessee to be completely removed prior to Lessee's vacating the Premises at
Lessee's expenses and in compliance with all applicable laws. Lessee shall be
liable for any and all costs and expenses incurred by Lessor on Lessee's behalf
should Lessee fail to fulfill its obligations described in this paragraph."

        12. Condition of Premises. Paragraph 6.3(a) of the Lease is hereby
modified to insert the phrase," to Lessor's actual current knowledge with no
duty of investigation," after the word "and" before the word "Lessor" in the
first sentence of that paragraph.



                                       5
<PAGE>   21

        13. Premises Damage: Insured Loss. The following language is added at
the end of Paragraph 9.2(a) of the Lease:


           "Notwithstanding the foregoing, Lessor may, at Lessor's option,
either (i) repair such damage as soon as reasonably possible as described above,
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 occurrence of such
damage of Lessor's intention to cancel and terminate this Lease as of the date
of the occurrence of such damage, in which event this Lease shall terminate as
of the date of the occurrence of such damage. Lessor shall be entitled to retain
an insurance proceeds emanating from insurance policies purchased by Lessor or
issued in Lessor's name."

        14. Permits and Business Licenses. Lessee shall, at its sole cost and
expense, obtain all necessary permits and licenses to operate its business at
the Premises and shall comply with all local, state and federal laws relating to
the operation of its business. In addition, Lessee shall keep all such licenses
and permits in effect and shall pay all fees relating thereto during the Term of
the Lease.

        15. Square Footage. Any square footage figure expressed in the Lease,
any addenda thereto or any other documents prepared prior thereto are
approximate, and any inaccuracies of such figures shall not affect the rent
payable under the Lease or otherwise constitute a default under the Lease.

        16. Arbitration. The parties hereby submit all controversies, claims and
matters of difference, other than unlawful detainer actions, to binding
arbitration in Los Angeles, California according to the rules and practices of
the American Arbitration Association from time to time in force. This submission
and agreement to arbitrate shall be specifically enforceable. Without limiting
the generality of the foregoing, the following shall be considered controversies
for this purpose:

           (a) All questions relating to adequacy of performance, the breach of
any obligation, warranty, representation, covenant or agreement hereunder or
under any Exhibit hereto and all questions relating to the construction and
interpretation thereof;

           (b) All questions relating to representations, negotiations and other
proceedings leading to the execution hereof and all modifications of this Lease
of every nature and description;

           (C) Failure of any party to deny or reject a claim or demand of
another party;

           (d) All questions as to whether the right to arbitrate any questions
exists or as to the existence or an agreement to arbitrate; and

           (e) All issues raised by any subsequent alleged amendment hereto,
whether written or oral, unless such amendment expressly cancels this
arbitration provision in writing signed by all affected parties hereto.

           Arbitration may proceed in the absence of either party if fifteen
(15) days prior written notice of the proceedings has been given to such party.
The parties may agree on an alternative dispute resolution lawyer or retired
judge as sole arbitrator. In the absence of such agreement, there shall be three
(3) arbitrators: one (1) attorney and/or retired judge, one (1) expert in
commercial real estate leasing and one (1) certified public accountant.

           Where there are three arbitrators, a decision agreed on by two (2) of
the arbitrators shall be the decision of the arbitration panel; provided,
however, that in the case of monetary damages, if there is no agreement of two
arbitrators as to the amount of the award, the highest and lowest numbers
submitted shall be disregarded and the remaining number shall be the final award
of the arbitration panel



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<PAGE>   22
for the purpose of this Lease. Further, with respect to nonmonetary awards, in
the absence of agreement by two or more arbitrators, then the decision of the
attorney and/or retired judge shall be final with respect to such non-monetary
decision. The parties agree to abide by all awards rendered in such proceedings.
Any award shall include costs and reasonable attorneys' fees to the successful
party. Such awards shall be final and binding on all parties. There shall be no
appeal therefrom other than for fraud or misconduct. All awards may be filed
with the clerk of one or more courts, state of federal, having jurisdiction over
the party against whom such award is rendered or its property as a basis of
judgment and of the issuance of execution for its collection.

           Nothing in this Lease and/or the exhibits hereto shall be deemed to
prevent the arbitration panel from exercising authority to permit exercise by a
party of its legal and/or equitable remedies including the right of offset and
injunctive relief.

        17. Building Signage. Lessee shall have the right to install signs on
the exterior of the Building provided that Lessee (i) pays all costs and
expenses (including, without limitation, materials, labor, installation and
monthly utilities for such signs); (ii) obtains all required permits and
governmental approvals; (iii) complies with all applicable laws, codes,
regulations, rules and ordinances; (iv) obtains Lessor's written approval as to
such signs prior to installation, such approval not to be unreasonably withheld;
and (v) upon expiration or termination of this Lease, Lessee shall remove all
signs and repair any damage, at Lessee's sole cost and expense.

        18. Expansion Space. During the Term and Option Term (if exercised by
Lessee), if Suite 101 becomes available for lease, Lessee shall have the right
to lease such space at the same monthly Base Rent per square foot and on the
same terms as contained herein (except that Lessee shall receive no tenant
improvement allowance for Suite 101) and the term shall expire on the same date
as this Lease. If Suite 101 becomes available for lease, Lessor shall provide
written notice to Lessee and Lessee shall have fifteen (15) days to exercise
the right to lease Suite 101 by delivery of written notice to Lessor of
Lessee's exercise of such right ("Acceptance Notice") within the fifteen (15)
day period. Thereafter, the parties shall execute an amendment to this Lease to
add Suite 101 to the Premises and to revise the Lease terms as appropriate with
respect to Suite 101. If Lessee fails to deliver the Acceptance Notice within
the fifteen (15) day period, then Lessee's right to lease Suite 101 pursuant
to this paragraph 18 shall terminate and Lessor shall be free to lease Suite 101
to any other party.

        19. Rooftop. Lessee has been informed that the rooftop which is
accessible from the fourth (4th) floor penthouse, has not been built for, and
does not have the necessary permits for use as, a patio or useable area of any
kind. Lessee shall not use the rooftop or any adjacent exterior portion of the
Building for any purpose unless Lessee first (i) obtains Lessor's prior written
approval; (ii) installs a deck to protect the roof, and installs walls or
barriers for safety and other necessary improvements, at Lessee's sole cost;
(iii) obtains all required permits and governmental approvals; and (iv) complies
with all other Lease terms relating to such construction. Lessor has made no
representations that the roof area may be used or is legally permitted to be
used for any purpose. Lessor shall have no liability or responsibility (and
Lessee hereby releases Lessor from all costs, damages, liabilities and expenses)
relating to any use of the roof area by Lessee.

        20. Lessor and Lessee acknowledge and agree that Lee & Associates
Commercial Real Estate Services and Sandstone Property Management (collectively,
the "Brokers") are the only brokers involved in this transaction. Lessor agrees
that it shall be responsible to pay any brokerage commissions due to the Brokers
in connection with the consummation of the transaction set forth in this Lease
and Lessee shall have no responsibility therefor. Except for the Brokers, both
Lessor and Lessee represent and warrant to each other that no other brokerage
firm, person or entity has represented either of them in connection with this
transaction, and that no other




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<PAGE>   23
person, firm or entity is entitled to any finder's fee, brokerage commission or
other compensation in connection herewith. Both Lessor and Lessee agree to
indemnify and hold each other harmless for any liabilities, damages, claims,
judgments, liens and reasonable costs and expenses that either of them may incur
due to the fact that the foregoing representation and warranty is not true or
accurate. The indemnity provisions contained herein shall survive the execution
of and the expiration or earlier termination of this Lease.

        IN WITNESS WHEREOF, the parties have executed this Addendum on the date
set forth above.

"Lessor"                                        "Lessee"

2800 Olympic Blvd. Partners, L.P,               Launch Media, Inc.,
a California limited partnership                a Delaware corporation

By: KMK Capital Corp., a California
    Corporation, its General Partner            By:  /s/ JEFF MICKEAL
                                                     Name: JEFF MICKEAL
                                                     Title:   C.F.O.


    By: /s/ JEFF KIRSHNER
        Name:  Jeff Kirshner
        Title: VP

Date:  October 19, 1999                          Date:  October 19, 1999



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