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                                                                   Exhibit 10.23

                               SECOND AMENDMENT

     THIS SECOND AMENDMENT (the "Amendment") is made and entered into as of the
21st day of December, 1998, by and between EOP-10960 WILSHIRE, L.L.C., a
Delaware limited liability company, doing business in California as EOP-10960
WILSHIRE, LLC, a Delaware limited liability company ("Landlord") and SABAN
ENTERTAINMENT, INC., a Delaware corporation ("Tenant").

                                  WITNESSETH

     A.   WHEREAS, Landlord (as successor in interest to 10960 Property
Corporation) and Tenant are parties to that certain lease dated the 17th day of
July, 1995, for space (the "Premises") in the building commonly known as 10960
Wilshire Boulevard and the address of which is 10960 Wilshire Boulevard, Los
Angeles, California (the "Building"), which lease has been previously amended by
Letter Agreement dated July 17, 1995; Storage Agreement dated July 17, 1995;
First Amendment to Office Lease dated August 1, 1997; Letter Agreement dated
August 29, 1997; and Letter Agreement dated January 26, 1998 (collectively, the
"Lease"); and

     B.   WHEREAS, pursuant to Section 29.21 of the Lease, Tenant has elected to
install certain telephone equipment upon the roof of the Building, and Landlord
and Tenant desire to amend the Lease to provide for the same subject to the
terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

I.   Telecommunications Equipment.
     ----------------------------

     A.   Tenant shall have the right to lease space on the roof of the Building
          for the purpose of installing, operating and maintaining three (3)
          Dish/Antennas or other communication devices approved by Landlord
          (collectively, the "Dish/Antennas") as follows: (i) a 1.2 M KU-Band
          SKY Satellite antenna that is 65.4 inches high and 47.98 inches wide
          with a base of 52.62 inches by 52.62 inches ("Dish/Antenna 1"); (ii) a
          24 inch Direct TV antenna that is 27.4 inches high and 25.2 inches
          wide ("Dish/Antenna 2"); and (iii) a Comtelco Vertical Dipole antenna
          that is two (2) feet in length, one-half ( 1/2) inch in diameter and
          weighs one (1) pound (" Dish/Antenna 3"). The exact location of the
          space on the roof to be leased by Tenant shall be designated by
          Landlord (the "Roof Space"). Roof Space for Dish/Antenna 1 and
          Dish/Antenna 2 shall be at no charge to Tenant. Tenant shall make
          payments to Landlord for Roof Space for Dish/Antenna 3 in the amount
          of Five Hundred and 00/100 Dollars ($500.00) per month (the
          "Dish/Antenna Payments"). The Dish/Antenna Payments shall constitute
          Additional Rent under the terms of the Lease and Tenant shall be
          required to make these payments in strict compliance with the terms of
          Article 4 of the Lease. Landlord reserves the right to relocate the
          Roof Space as reasonably necessary during the Lease Term. Landlord's
          designation shall take into account Tenant's use of the Dish/Antenna.
          Notwithstanding the foregoing,
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          Tenant's right to install the Dish/Antenna shall be subject to the
          approval rights of Landlord and Landlord's architect and/or engineer
          with respect to the plans and specifications of the Dish/Antenna, the
          manner in which the Dish/Antenna is attached to the roof of the
          Building and the manner in which any cables are run to and from the
          Dish/Antenna. The precise specifications and a general description of
          the Dish/Antenna along with all documents Landlord reasonably requires
          to review the installation of the Dish/Antenna (the "Plans and
          Specifications") shall be submitted to Landlord for Landlord's written
          approval no later than twenty (20) days before Tenant commences to
          install the Dish/Antenna. Tenant shall be solely responsible for
          obtaining all necessary governmental and regulatory approvals and for
          the cost of installing, operating, maintaining and removing the
          Dish/Antenna. Tenant shall notify Landlord upon completion of the
          installation of the Dish/Antenna. If Landlord determines that the
          Dish/Antenna equipment does not comply with the approved Plans and
          Specifications, that the Building has been damaged during installation
          of the Dish/Antenna or that the installation was defective, Landlord
          shall notify Tenant of any noncompliance or detected problems and
          Tenant immediately shall cure the defects. If the Tenant fails to
          immediately cure the defects, Tenant shall pay to Landlord upon demand
          the cost, as reasonably determined by Landlord, of correcting any
          defects and repairing any damage to the Building caused by such
          installation. If at any time Landlord, in its sole discretion, deems
          it necessary, Tenant shall provide and install, at Tenant's sole cost
          and expense, appropriate aesthetic screening, reasonably satisfactory
          to Landlord, for the Dish/Antenna (the "Aesthetic Screening").

     B.   Landlord agrees that Tenant, upon reasonable prior written notice to
          Landlord, shall have access to the roof of the Building and the Roof
          Space for the purpose of installing, maintaining, repairing and
          removing the Dish/Antenna, the appurtenances and the Aesthetic
          Screening, if any, all of which shall be performed by Tenant or
          Tenant's authorized representative or contractors, which shall be
          approved by Landlord, at Tenant's sole cost and risk. It is agreed,
          however, that only authorized engineers, employees or properly
          authorized contractors of Tenant, FCC inspectors, or persons under
          their direct supervision will be permitted to have access to the roof
          of the Building and the Roof Space. Tenant further agrees to exercise
          firm control over the people requiring access to the roof of the
          Building and the Roof Space in order to keep to a minimum the number
          of people having access to the roof of the Building and the Roof Space
          and the frequency of their visits.

     C.   It is further understood and agreed that the installation,
          maintenance, operation and removal of the Dish/Antenna, the
          appurtenances and the Aesthetic Screening, if any, will in no way
          damage the Building or the roof thereof, or interfere with the use of
          the Building and roof by Landlord. Tenant agrees to be responsible for
          any damage caused to the roof or any other part of the Building, which
          may be caused by Tenant or any of its agents or representatives.

     D.   Tenant agrees to install only equipment of types and frequencies which
          will not cause unreasonable interference to Landlord or existing
          tenants of the Building. In the event Tenant's equipment causes such
          interference, Tenant will change the frequency on which it transmits
          and/or receives and take any other steps necessary to eliminate

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          the interference. If said interference cannot be eliminated within a
          reasonable period of time, in the judgment of Landlord, then Tenant
          agrees to remove the Dish/Antenna from the Roof Space.

     E.   Tenant shall, at its sole cost and expense, and at its sole risk,
          install, operate and maintain the Dish/Antenna in a good and
          workmanlike manner, and in compliance with all Building, electric,
          communication, and safety codes, ordinances, standards, regulations
          and requirements, now in effect or hereafter promulgated, of the
          Federal Government, including, without limitation, the Federal
          Communications Commission (the "FCC"), the Federal Aviation
          Administration ("FAA") or any successor agency of either the FCC or
          FAA having jurisdiction over radio or telecommunications, and of the
          state, city and county in which the Building is located. Under this
          Lease, the Landlord and its agents assume no responsibility for the
          licensing, operation and/or maintenance of Tenant's equipment. Tenant
          has the responsibility of carrying out the terms of its FCC license in
          all respects. The Dish/Antenna shall be connected to Landlord's power
          supply in strict compliance with all applicable Building, electrical,
          fire and safety codes. Neither Landlord nor its agents shall be liable
          to Tenant for any stoppages or shortages of electrical power furnished
          to the Dish/Antenna or the Roof Space because of any act, omission or
          requirement of the public utility serving the Building, or the act or
          omission of any other tenant, invitee or licensee or their respective
          agents, employees or contractors, or for any other cause beyond the
          reasonable control of landlord, and Tenant shall not be entitled to
          any rental abatement for any such stoppage or shortage of electrical
          power. Neither Landlord nor its agents shall have any responsibility
          or liability for the conduct or safety of any of Tenant's
          representatives, repair, maintenance and engineering personnel while
          in or on any part of the Building or the Roof Space.

     F.   The Dish/Antenna, the appurtenances and the Aesthetic Screening, if
          any, shall remain the personal property of Tenant, and shall be
          removed by Tenant at its own expense at the expiration or earlier
          termination of this Lease or Tenant's right to possession hereunder.
          Tenant shall repair any damage caused by such removal, including the
          patching of any holes to match, as closely as possible, the color
          surrounding the area where the equipment and appurtenances were
          attached. Tenant agrees to maintain all of the Tenant's equipment
          placed on or about the roof or in any other part of the Building in
          proper operating condition and maintain same in satisfactory condition
          as to appearance and safety in Landlord's sole discretion. Such
          maintenance and operation shall be performed in a manner to avoid any
          interference with any other tenants or Landlord. Tenant agrees that at
          all times during the Lease Term, it will keep the roof of the Building
          and the Roof Space free of all trash or waste materials produced by
          Tenant or Tenant's agents, employees or contractors.

     G.   In light of the specialized nature of the Dish/Antenna, Tenant shall
          be permitted `to utilize the services of its choice for installation,
          operation, removal and repair of the Dish/Antenna, the appurtenances
          and the Aesthetic Screening, if any, subject to the reasonable
          approval of Landlord. Notwithstanding the foregoing, Tenant must
          provide Landlord with prior written notice of any such installation,
          removal or repair and coordinate such work with Landlord in order to
          avoid voiding or otherwise

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          adversely affecting any warranties granted to Landlord with respect to
          the roof. If necessary, Tenant, at its sole cost and expense, shall
          retain any contractor having a then existing warranty in effect on the
          roof to perform such work (to the extent that it involves the roof),
          or, at Tenant's option, to perform such work in conjunction with
          Tenant's contractor. In the event the Landlord contemplates roof
          repairs that could affect Tenant's Dish/Antenna, or which may result
          in an interruption of the Tenant's telecommunication service, Landlord
          shall formally notify Tenant at least thirty (30) days in advance
          (except in cases of an emergency) prior to the commencement of such
          contemplated work in order to allow Tenant to make other arrangements
          for such service.

     H.   Tenant shall not allow any provider of telecommunication, video, data
          or related services ("Communication Services") to locate any equipment
          on the roof of the Building or in the Roof Space for any purpose
          whatsoever, nor may Tenant use the Roof Space and/or Dish/Antenna to
          provide Communication Services to an unaffiliated tenant, occupant or
          licensee of the Building or any other building, or to facilitate the
          provision of Communication Services on behalf of another Communication
          Services provider to an unaffiliated tenant, occupant or licensee of
          the Building or any other building.

     I.   Tenant acknowledges that Landlord may at some time establish a
          standard license agreement (the "License Agreement") with respect to
          the use of roof space by tenants of the Building. Tenant, upon request
          of Landlord, shall enter into such License Agreement with Landlord
          provided that such agreement does not materially alter the rights of
          Tenant hereunder with respect to the Roof Space.

     J.   Tenant specifically acknowledges and agrees that the terms and
          conditions of Article 10 of the Lease (Indemnification and Waiver)
          shall apply with full force and effect to the Roof Space and any other
          portions of the roof accessed or utilized by Tenant, its
          representatives, agents, employees or contractors.

     K.   If Tenant defaults under any of the terms and conditions of this
          Section or the Lease, and Tenant fails to cure said default within the
          time allowed by Article 19 of the Lease, Landlord shall be permitted
          to exercise all remedies provided under the terms of the Lease,
          including removing the Dish/Antenna, the appurtenances and the
          Aesthetic Screening, if any, and restoring the Building and the Roof
          Space to the condition that existed prior to the installation of the
          Dish/Antenna, the appurtenances and the Aesthetic Screening, if any.
          If Landlord removes the Dish/Antenna, the appurtenances and the
          Aesthetic Screening, if any, as u result of an uncured default. Tenant
          shall be liable for all costs and expenses Landlord incurs in removing
          the Dish/Antenna, the appurtenances and the Aesthetic Screening, if
          any, and repairing any damage to the Building, the roof of the
          Building and the Roof Space caused by the installation, operation or
          maintenance of the Dish/Antenna, the appurtenances, and the Aesthetic
          Screening, if any.

II.  Notice Address and Payment of Rent.  Paragraph 3 of the Summery of Basic
     ----------------------------------
     Lease Information section of the Lease is hereby modified so as to
     substitute therein the following addresses for Landlord and place of
     payment of rent:

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      Address of Landlord:

      EOP-10960 WILSHIRE, L.L.C., a Delaware limited liability company, doing
      business in California as EOP-10960 Wilshire, LLC, a Delaware limited
      liability company
      c/o Equity Office Properties Trust
      10960 Wilshire Boulevard
      Los Angeles, California 90024
      Attention: Building Manager

      With a copy to:

      EOP-10960 WILSHIRE, L.L.C., a Delaware limited liability company, doing
      business in California as EOP-10960 WILSHIRE, LLC, a Delaware limited
      liability company
      c/o Equity Office Properties Trust
      Two North Riverside Plaza
      Suite 2200
      Chicago, Illinois 60606
      Attention: Regional Counsel - Pacific Region

      Payments of Rent only shall be made payable to the order of:

      Equity Office Properties

      at the following address:

      EOP Operating Limited Partnership
      as Agent for EOP-10960 Wilshire, L.L.C.
      Dept. #8827
      Los Angeles, California 90084-8827

III.  Miscellaneous.
----  -------------

     A.   This Amendment sets forth the entire agreement between the parties
          with respect to the matters set forth herein. There have been no
          additional oral or written representations or agreements. Under no
          circumstances shall Tenant be entitled to any Rent abatement,
          improvement allowance, leasehold improvements, or other work to the
          Premises, or any similar economic incentives that may have been
          provided Tenant in connection with entering into the Lease, unless
          specifically set forth in this Amendment.

     B.   Except as herein modified or amended, the provisions, conditions and
          terms of the Lease shall remain unchanged and in full force and
          effect.

     C.   In the case of any inconsistency between the provisions of the Lease
          and this Amendment, the provisions of this Amendment shall govern and
          control.

     D.   Submission of this Amendment by Landlord is not an offer to enter into
          this Amendment but rather is a solicitation for such an offer by
          Tenant. Landlord shall not be bound by this Amendment until Landlord
          has executed and delivered the

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          same to Tenant.

     E.   The capitalized terms used in this Amendment shall have the same
          definitions as set forth in the Lease to the extent that such
          capitalized terms are defined therein and not redefined in this
          Amendment.

     F.   Tenant hereby represents to Landlord that Tenant has dealt with no
          broker in connection with this Amendment. Tenant agrees to indemnify
          and hold Landlord, its members, principals, beneficiaries, partners,
          officers, directors, employees, mortgagee(s) and agents, and the
          respective principals and members of any such agents (collectively,
          the "Landlord Related Parties") harmless from all claims of any
          brokers claiming to have represented Tenant in connection with this
          Amendment. Landlord hereby represents to Tenant that Landlord has
          dealt with no broker in connection with this Amendment. Landlord
          agrees to indemnify and hold Tenant, its members, principals,
          beneficiaries, partners, officers, directors, employees, and agents,
          and the respective principals and members of any such agents
          (collectively, the "Tenant Related Parties") harmless from all claims
          of any brokers claiming to have represented Landlord in connection
          with this Amendment.

                    [SIGNATURES ARE ON THE FOLLOWING PAGE]

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<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.

                                  LANDLORD:

                                  EOP-10960 WILSHIRE, L.L.C., a Delaware limited
                                  liability company, doing business in
                                  California as EOP-10960 WILSHIRE, LLC, a
                                  Delaware limited liability company

                                  By:  EOP Operating Limited Partnership, a
                                       Delaware limited partnership, its sole
                                       member

                                       By:  Equity Office Properties Trust, a
                                            Maryland real estate investment
                                            trust, its managing general partner

                                            By:  /s/ Peter H. Adams
                                               ---------------------------------
                                            Name:    PETER H. ADAMS
                                                 -------------------------------
                                            Title:   Senior Vice President
                                                  ------------------------------


                                            TENANT:

                                            SABAN ENTERTAINMENT, INC., a
                                            Delaware corporation

                                            By:  /s/ Judith Merians
                                               ---------------------------------
                                            Name:    JUDITH MERIANS
                                                 -------------------------------
                                            Title:   Vice President
                                                  ------------------------------


                                            By:  /s/ Jacqui Gold Grunfeld
                                               ---------------------------------
                                            Name:    JACQUI GOLD GRUNFELD
                                                 -------------------------------
                                            Title:      Secretary
                                                  ------------------------------

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