**EXHIBIT 10.4****AMENDMENT TO LEASE**     THIS Amendment to Lease (“**Agreement**”) is made and entered into as of the 21st dayof March, 2006, by and between RREEF AMERICA REIT II CORP. BBBB, a Maryland corporation(successor-in-interest to Wilshire Courtyard L.L.C., a Delaware limited liability company)(“**Landlord**”) and WPT ENTERPRISES, INC., a Delaware corporation (“**Tenant**”).1. **Recitals**.     1.1 **Lease**. Landlord and Tenant are parties to that certain Lease dated September 24, 2004(the “**Lease**”), for premises located in an office building in Los Angeles, California, all as moreparticularly described therein. All terms defined in the Lease not otherwise defined herein shallhave the same meanings when used in this Agreement.     1.2 **Premises and Term**. The Premises under the Lease currently consist of 15,901 rentablesquare feet of space on the third (3rd) floor of the Building (the “**Existing Premises**”).The Lease Term is scheduled to expire on June 30, 2011.     1.3 **Amendment**. Landlord and Tenant desire to amend the Lease to reflect the leasing ofadditional premises consisting of Suite 625 on the sixth (6th) floor of the Buildingcontaining 9,896 rentable and 8,427 usable square feet (hereinafter referred to as the “**AddedSpace**”) as set forth below. The rentable and usable square feet in the Added Space have beendetermined in accordance with the Standard Method for Measuring Floor Area in Office Buildings,ANSI/BOMA Z65.1-1996.2. **Lease of Added Space****.**     2.1 **Lease**. The Lease is hereby amended to add the Added Space to the Existing Premises.As used in the Lease (as amended hereby) the term “Premises” shall, as of the Added SpaceCommencement Date (as defined in Section 2.2 below), mean the Existing Premises and theAdded Space. Exhibit “A” to the Lease, therefore, is supplemented by the addition of theExhibit “A” attached hereto. The parties stipulate to the rentable and usable areas of theAdded Space set forth in Section 1.3 above, and such areas shall not be subject toremeasurement by either party. Except as set forth in this Agreement, the Added Space shall beleased upon all of the terms and conditions applicable to the Premises under the Lease.     2.2 **Added Space Term**. The term of the Lease with respect to the Added Space shallcommence on July 1, 2006 (the “**Added Space Commencement Date**”) and shall continue thereafterthrough June 30, 2011 (the “**Added Space Term**”) coterminous with the term for the Existing Premises,unless sooner terminated pursuant to the Lease, subject to renewal as set forth in Section 2.2 ofthe Lease. Section 2.3 of the Lease (Option to Cancel) applies only to the Lease for the ExistingPremises and shall not apply to the Added Space. The Added Space Commencement Date shall bepostponed one (1) day for each day that substantial completion of the improvements for Tenant’sinitial occupancy of the Added Space or Tenant’s move into the Added Space is actually delayed by“**Landlord Delay(s)**” defined as:
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          (1) Landlord’s failure or refusal, after mutual execution and delivery of this Agreement, topermit Tenant, its agents and contractors access to and use of the Building or any Buildingfacilities or services (including loading dock, hoists or freight elevators) required for theorderly and efficient performance of the work necessary to complete such improvements and move intothe Added Space in accordance with Tenant’s reasonably determined critical path schedule therefor;or          (2) Landlord’s unreasonable failure, refusal or delay in connection with the exercise ofapproval rights in connection with the design and construction of such improvements, to the extentsuch delays necessarily delay the commencement or completion of construction of such improvements;          (3) Landlord’s failure to timely fund the Added Space Allowance in accordance with Article3; or          (4) Any delay attributable to the construction or installation of work that is Landlord’sresponsibility to perform as shown on Schedule 1 attached hereto.No Landlord Delay shall be deemed to have occurred unless Tenant has provided notice to Landlordspecifying that a delay shall be deemed to have occurred because of actions, inaction orcircumstances specified in the notice in reasonable detail. If such actions, inaction orcircumstances are not cured by Landlord within one (1) business day after Landlord’s receipt ofsuch notice, and if such actions, inaction or circumstances otherwise qualify as a Landlord Delay,then a Landlord Delay shall be deemed to have occurred commencing as of the date Landlord receivedsuch notice from Tenant. Landlord Delays shall postpone the Added Space Commencement Date only inthe event that substantial completion of the improvements for Tenant’s initial occupancy of theAdded Space or Tenant’s move into the Added Space is delayed despite Tenant’s reasonable efforts toadapt and compensate for such delays, which efforts Tenant shall be obligated to make (providedsuch additional cost incurred by Tenant due to such effort does not exceed $1,000 on a cumulativebasis, unless Landlord agrees to pay to such excess).     2.3 **Early Occupancy**. Tenant may occupy the Added Space for the improvement thereof and forthe conduct of business after execution and delivery of this Agreement by Landlord and Tenant andprior to the Added Space Commencement Date, and all of the provisions of the Lease and thisAgreement with respect to the Added Space shall be in full force and effect upon such occupancy,except that no Added Space Base Rent pursuant to Section 4.1 below or additional rent forDirect Expenses for the Added Space pursuant to Section 4.2 below and Article 4 ofthe Lease shall be payable for the Added Space for the period prior to the Added Space CommencementDate; provided, however, that Tenant shall pay any parking charges due pursuant to Article5 below for parking for the Added Space and other sundry expenses due and payable with respectto the Added Space as of the date that Tenant occupies the Added Space, or any portion thereof, forthe conduct of business.
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3. **Improvement of Added Space****.**     3.1 **As-Is for Tenant’s Improvement**. Subject to the terms hereof, Tenant hereby accepts theAdded Space in its “as-is” condition, and Landlord shall have no obligation to improve, repair,restore or refurbish the Added Space, except as otherwise specifically provided herein or in theLease. Tenant intends to perform improvements, remodeling and/or refurbishment in the Added Space,and Landlord shall reasonably assist Tenant in obtaining pricing for such work and in schedulingsuch work. All such work shall be conducted in accordance with the Lease, including withoutlimitation, Article 8 of the Lease regarding Alterations; provided that Landlord shall respond toTenant’s submittal(s) of plans and specifications for work in the Added Space within five (5)business days after receipt thereof. Consistent with Article 8 of the Lease, Landlord shall allowTenant to use its own general contractor(s) and architect(s), subject to Landlord’s approval, andall subcontractors shall be from Landlord’s approved vendor list. Schedule 1 attachedhereto sets forth certain elements of such work and allocates the responsibility therefor betweenLandlord and Tenant. Consistent with the provisions of Article 24 of the Lease, at its sole costand expense (subject to Section 3.2 below), Tenant shall promptly comply with allrequirements of Applicable Laws affecting the Added Space, including, without limitation, makingrequired changes to the Added Space, the access thereto and common area restrooms therefor, systemsserving the Added Space, and other areas of the Project (other than making structural changes orchanges to the Base Shell and Core, as defined in Exhibit B to the Lease) (i) required due to theuse and occupancy of the Added Space for other than typical office uses, including those uses setforth in Article 5 of the Lease, (ii) required due to repair, improvement or alteration of theAdded Space, including any Alterations described in Article 8 of the Lease, but excluding theconstruction and installation of Tenant Improvements for Tenant’s initial occupancy of the AddedSpace, or (iii) set forth on Schedule 1 hereto as the responsibility Landlord. Landlordshall deliver the Added Space and (only to the extent necessary for Tenant’s legal improvement andoccupancy of the Added Space) the Common Areas to Tenant in compliance with all Applicable Laws.Consistent with the provisions of Section 29.32(v) of the Lease, Tenant shall remove the Lines(defined in Section 20.32 of the Lease) currently existing in the Added Space.     3.2 **Added Space Allowance**. Landlord shall provide Tenant with a tenant improvementallowance (“**Added Space Allowance**”) in the amount of One Hundred Twenty-Six Thousand Four HundredFive Dollars ($126,405.00) (equal to $15.00 per square foot of usable area of the Added Space).Tenant may use the Added Space Allowance for the construction of Alterations in the Added Space,subject to the terms and conditions of Article 8 of the Lease. Portions of the Added SpaceAllowance shall be advanced to Tenant periodically on a monthly basis after commencement ofconstruction of the Alterations in the Added Space by Tenant and after Tenant has delivered toLandlord copies of the original invoices for Tenant’s work or labor performed and materials orsupplies furnished, and, to the extent used for Alterations for which plans are required, acertificate from Tenant’s architect or engineer certifying that the work and materials have beenfurnished as indicated in such statement and that such work and materials have been substantiallycompleted in accordance with such plans. Such advances shall be made by Landlord on or before the25th day of each month with respect to complete payment requests made by Tenant on or before the25th day of the prior month. Tenant shall obtain such verification, reports and lien releases fromcontractors, subcontractors and materialmen and shall satisfy such other standard construction loandisbursement conditions as may be required by Landlord. Landlord shall not be required to pay morethan the Added Space Allowance toward all costs, expenses and charges related to Tenant’s tenantimprovement
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expenses. Tenant shall be responsible for the remaining portion of any payment required, andLandlord shall not be required to pay more than the Added Space Allowance toward all costs,expenses and charges related to Tenant’s tenant improvement expenses. Ten percent of the AddedSpace Allowance may be withheld by Landlord until Tenant provides unconditional lien releases withrespect to all work performed on the Added Space. Tenant shall not be entitled to any payment orrent reduction for any part of the Added Space Allowance not used by Tenant.     3.3 **Landlord Facilities and Fee**. Landlord, at Landlord’s cost, and subject to therequirements of existing tenants in the Building, shall provide to Tenant, its contractor and itssubcontractors utility usage and the non-exclusive use of Landlord’s personnel and material freightelevators, loading docks and related facilities as may be reasonably required to enable Tenant,Tenant’s agents and contractors to perform the Alterations to the Added Space during Building Hours(collectively, the “**Services**”). During performance of the Alterations in the Added Space andTenant’s move into the Added Space, Tenant shall not be charged for the non-exclusive use of theServices during Building Hours, except that the cost of such use shall be included in DirectExpenses for the Building. Any Services utilized by Tenant after Building Hours, or required byTenant and used by Tenant on an exclusive basis, shall be paid for by Tenant at the current quotedrates for Landlord’s provision of such Services. Tenant shall pay Landlord a supervision fee equalto one and one-half percent (1 1/2%) of the cost of the Alterations to the Added Space (including thecost of the items set forth on Schedule 1 attached hereto performed by either Landlord orTenant), and Landlord shall be entitled to payment of the Landlord’s reasonable, out-of-pocketreview costs incurred to un-affiliated third parties consistent with Landlord’s general practicesin the Building in approving the plans, specifications and drawings for the Alterations in theAdded Space. All payments due to Landlord under this Section, at Landlord’s option, shall be madeby deduction from the Added Space Allowance.4. **Rent**.     4.1 **Added Space Base Rent**. Commencing on the Added Space Commencement Date and continuingthroughout the Lease Term, Tenant shall pay monthly Base Rent for the Added Space (“**Added SpaceBase Rent**”), which shall be in addition to Base Rent for the Existing Premises, as set forth below:       Monthly Period of Time Added Space Base Rent July 1, 2006 through June 30, 2007 $28,698.40 July 1, 2007 through June 30, 2008 $29,702.84 July 1, 2008 through June 30, 2009 $30,742.44 July 1, 2009 through June 30, 2010 $31,818.43 July 1, 2010 through June 30, 2011 $32,932.07 
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The Added Space Base Rent for the first full month following the Added Space Commencement Dateshall be paid at the time of Tenant’s execution of this Agreement.     4.2 **Added Space Additional Rent**. Commencing on January 1, 2007 and continuing throughoutthe Lease Term, in addition to the Additional Rent payable for the Existing Premises, Tenant shallpay Additional Rent for Direct Expenses for the Added Space in accordance with the terms Lease.For such purposes, Tenant’s Share for the Added Space shall be approximately 1.846%. The BaseYear for the Added Space only shall be the calendar year 2006.5. **Parking**.     Effective on the earlier of the Added Space Commencement Date and the date on which Tenantoccupies the Added Space, or any portion thereof, for the conduct of business, in addition to theparking passes set forth in Section 9 of the Summary, Tenant shall license from Landlord thirty(30) parking passes for unreserved parking in the Project parking facility, in accordance with theterms and provisions of Article 28 of the Lease. The current prevailing rate for unreservedparking in the Project parking facility is $135 per month per pass. In the event Tenant requiresadditional passes and the same are available and not required by Landlord in connection with itsleasing and parking programs for the Project, Landlord shall provide the same to Tenant for theperiod such passes are and remain available, at the rent and on the terms and conditions set forthin Article 28 of the Lease.6. **Hazardous Materials**.     Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors,employees, licensees or invitees (collectively, the “**Tenant Entities**”) to at any time handle, use,manufacture, store or dispose of in or about the Premises or the Building any (collectively“**Hazardous Materials**”) flammables, explosives, radioactive materials, hazardous wastes ormaterials, toxic wastes or materials, or other similar substances, petroleum products orderivatives or any substance subject to regulation by or under any federal, state and local lawsand ordinances relating to the protection of the environment or the keeping, use or disposition ofenvironmentally hazardous materials, substances, or wastes, presently in effect or hereafteradopted, all amendments to any of them, and all rules and regulations issued pursuant to any ofsuch laws or ordinances (collectively “**Environmental Laws**”), nor shall Tenant suffer or permit anyHazardous Materials to be used in any manner not fully in compliance with all Environmental Laws,in the Premises or the Building and appurtenant land or allow the environment to becomecontaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store,use or dispose of products containing small quantities of Hazardous Materials (such as aerosol canscontaining insecticides, toner for copiers, paints, paint remover and the like) to the extentcustomary and necessary for the use of the Premises for general office purposes; provided thatTenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe andlawful manner and never allow such Hazardous Materials to contaminate the Premises, Building andappurtenant land or the environment. Tenant shall protect, defend, indemnify and hold each and allof the Landlord Parties (defined in Section 10.1
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of the Lease) harmless from and against any and all loss, claims, liability or costs(including court costs and attorney’s fees) incurred by reason of any actual or asserted failure ofTenant to fully comply with all applicable Environmental Laws, or the presence, handling, use ordisposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (eventhough permissible under all applicable Environmental Laws or the provisions of this Lease), or byreason of any actual or asserted failure of Tenant to keep, observe, or perform any provision ofthis Article. The provisions of this Article 6 shall supercede any other provision of theLease imposing requirements on Tenant with respect to Hazardous Materials.7. **Additional Credit**.     Concurrent with Tenant’s execution and delivery of this Agreement, Tenant shall deliver toLandlord a replacement irrevocable letter of credit or an amendment to the letter of creditpreviously delivered to Landlord pursuant to Article 22 of the Lease so that the “LC” (as definedin the Article 22 of the Lease) will be for an increased “LC Stated Amount” equal to $445,421.93.Any such replacement letter of credit or amendment shall otherwise meet the requirements applicableto the LC under Article 22 and Exhibit H of the Lease. Upon delivery of the replacement letter ofcredit or amendment, the Reduction Schedule set forth in Article 22 of the Lease is hereby amendedto be as follows:   Date LC Stated AmountJuly 1, 2007 $346,583.60July 1, 2008 $247,745.27July 1, 2009 $148,906.94July 1, 2010 $50,068.60Tenant acknowledges that the LC required pursuant to Article 22 of the Lease (as amended pursuantto this Agreement) secures Tenant’s obligations under this Agreement as well as Tenant’sobligations under the Lease.8. **Signage**.     8.1 **Added Space**. Tenant’s identifying signage on the sixth floor for the Added Space shallbe provided by Landlord and placed at the entry to the Premises at Tenant’s cost, and such signageshall be comparable to that used by Landlord for other similar floors in the Building and shallcomply with Landlord’s Building standard signage program.     8.2 **Building Directory**. Tenant shall be provided one (1) line for each 1,000 rentablesquare feet contained in the Added Space to display Tenant’s name and location in the Building, andthe names of Tenant’s principal employees and subtenants.
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     8.3 **Monument Signage**.          (a) **Monument Signage**. Subject to the terms of this Section 8.3, during theLease Term, Tenant shall have the right to install monument signage displaying Tenant’s name on theexisting, multi-tenant monument sign located at the main entrance to the Project on WilshireBoulevard (the “**Monument Sign**”). The content, size, design, specifications, precise location,graphics, materials, colors and other specifications of Tenant’s Monument Sign shall be subject toLandlord’s approval, which shall not be unreasonably withheld, conditioned or delayed, and shall beconsistent and compatible with the Project’s design, signage and graphics programs and allapplicable rules and regulations of the governmental agencies having jurisdiction. The design,installation, maintenance, repair, restoration and removal (including restoration of the portion ofthe monument upon which the same was located) of Tenant’s Monument Sign shall be performed byLandlord at Tenant’s sole cost and expense. Tenant shall pay Landlord for Landlord’s actual coststo be incurred in connection therewith within thirty (30) days after receipt of an invoice thereforfrom Landlord accompanied by reasonably adequate substantiation of the costs to be incurred.          (b) **Loss of Rights**. The identification and signage rights under this Section8.3 are personal and specific to the originally named Tenant hereunder (WPT Enterprises) and toany entity, the transfer to which would qualify as a “non-Transfer” under Section 14.7 of theLease, and are not otherwise transferable by sublease, assignment, operation of law or otherwise.Upon the expiration of the Lease Term or the earlier termination of Tenant’s signage rights underthis Section 8.3, Landlord shall be entitled, at Tenant’s sole cost and expense, to removethe Monument Sign. All of the foregoing identity and signage rights in this Section 8.3shall apply only while Tenant leases (without sublease or assignment) at least ninety percent (90%)of entire Premises. (Occupancy by Tenant’s Occupants defined in Paragraph 14.7(b) of theLease or occupancy of parties in connection with a “non-Transfer” under Section 14.7 of the Leaseshall not be considered sublease or assignment by Tenant for purposes of this Paragraph.) Suchrights shall be null and void at such time as Tenant and/or parties under such non-Transfers failto lease (without sublease or assignment) at least ninety percent (90%) of the entire Premises andupon such failure, Landlord shall be entitled to immediately remove Tenant’s signage.9. **Antenna**.     Tenant shall have the right to enter into a license agreement with Landlord, in the form setforth in Exhibit “B” attached hereto, which license agreement shall grant Tenant a licenseto maintain an antennae or satellite dish connected to the Premises not larger than 3’ x 3’ uponsuch portion of the rooftop of the Building as is designated by Landlord, subject to Tenant’scompliance with the rules and regulations promulgated by Landlord, from time to time, with respectto use of, and access to, the rooftop of the Building. Tenant shall not be obligated to pay a feeto Landlord for such use of, and access to, the Building’s rooftop. Tenant shall pay for themaintenance and repair of the antenna or satellite dish and/or other equipment placed upon suchlicensed portion of the Building’s rooftop (collectively, “**Antenna Facilities**”), as well as allutilities used to operate such Antenna Facilities. Except in the event of an emergency, Tenantcovenants to repair, maintain and remove its Antenna Facilities during Building Hours. The
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installation of Tenant’s Antenna Facilities shall be engineered by Landlord’s engineers atTenant’s sole cost and expense. Such installation of Tenant’s Antenna Facilities, including theaesthetic compatibility of such Antenna Facilities with the design and appearance of the Building,shall be subject to Landlord’s approval.10. **Brokers**.     Landlord and Tenant hereby warrant to each other that they have had no dealings with any realestate broker or agent in connection with the negotiation of this Agreement, except for MadisonPartners (as Landlord’s representative) and Cushman & Wakefield of California, Inc. and Studley (asTenant’s representatives) (collectively, “**Brokers**”), and that they know of no other real estatebroker or agent who is entitled to a commission in connection with this Agreement. Each partyagrees to indemnify and defend the other party against and hold the other party harmless from anyand all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (includingwithout limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalentcompensation alleged to be owing on account of any dealings with any real estate broker or agent,other than Brokers, occurring by, through, or under the indemnifying party. Landlord covenants andagrees to pay all real estate commissions due in connection with this Agreement to Brokers inaccordance with a commission agreements executed by Landlord.11. **Miscellaneous**.     11.1 **Lease Ratified**. Except as specifically amended or modified herein, each and everyterm, covenant, and condition of the Lease as amended is hereby ratified and shall remain in fullforce and effect.     11.2 **Successors**. This Agreement shall be binding upon and inure to the benefit of theparties hereto, their legal representatives, successors and permitted assigns.     11.3 **Governing Law**. This instrument shall be interpreted and construed in accordance withthe law of the State of California.     11.4 **Limitation Of Liability**. The provisions of Section 29.13 of the Lease continue toapply for the benefit of Landlord and the Landlord Parties. Without limiting the forgoing, theobligations of Landlord under this Agreement and the Lease are not intended to be and shall not bepersonally binding on, nor shall any resort be had to the private properties of, any of its or itsinvestment manager’s trustees, directors, officers, partners, beneficiaries, members, stockholders,employees, or agents, and in no case shall Landlord be liable to Tenant hereunder or under theLease for any lost profits, damage to business, or any form of special, indirect or consequentialdamages.     11.5 **Counterparts**. This Agreement may be executed in one or more counterparts, and eachset of duly delivered identical counterparts that includes all signatories shall be deemed to beone original document.[signatures appear on the following page]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.      LANDLORD: