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                                                                    EXHIBIT 10.3
                    FIRST AMENDMENT TO GROUND LEASE AGREEMENT
                    -----------------------------------------
                                 BY AND BETWEEN
                                 --------------
          GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF GREATER CLEVELAND
          -------------------------------------------------------------
                                       AND
                                       ---
             CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP
             ------------------------------------------------------



                  THIS FIRST AMENDMENT ("First Amendment") is made as of the
22nd day of March 1999, by and between GATEWAY ECONOMIC DEVELOPMENT CORPORATION
OF GREATER CLEVELAND, a nonprofit corporation organized under the laws of the
State of Ohio (together with it successors and assigns hereinafter referred to
as "Gateway"), and CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP, an
Ohio limited partnership (hereinafter referred to as "Lessee").

         RECITALS:
         ---------

         WHEREAS, Gateway and Lessee entered into a Ground Lease Agreement,
dated as of the 3rd day of July, 1991 (hereinafter referred to as the "Ground
Lease"), and certain other documentation and agreements related thereto; and

         WHEREAS, Gateway and Lessee are desirous of making certain 
modifications to the Ground Lease, and

         WHEREAS, notwithstanding and as an exception to the provisions of
section 24.24, it is the intention of Gateway and Lessee that the City of
Cleveland shall be an intended third party beneficiary of these modifications to
the Ground Lease.

         NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties do hereby agree to the following
modifications to the Ground Lease.

         1.       Lessee shall make available to the City of Cleveland for use 
                  by the City's Division of Recreation, a total of one hundred
                  (100) free auxiliary bleacher seats per game for all regular
                  season games played each year during the period commencing
                  from the date that the auxiliary bleachers structure is
                  erected and placed into use through October 1 for the duration
                  of this Ground Lease. The preceding commitment is the same
                  commitment as set forth in the First Amendment to Lease and
                  the Third Amendment to Management Agreement of even date
                  herewith and not in addition thereto (i.e., the total
                  commitment is for one hundred (100) tickets only, in the
                  aggregate). Notwithstanding the preceding commitment, in the
                  event that the City of Cleveland, for any period, does not
                  grant any necessary approvals, consents or permits for the
                  erection, use or operation of the auxiliary bleacher
                  structure, then the commitment to provide said free tickets
                  shall be automatically suspended until such approvals,
                  consents or permits are given or issued, as the case may be.
                  In the event that Lessee elects, in Lessee's sole and absolute
                  discretion, not to erect, use and operate the auxiliary

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                  bleachers structure during any year, then the Lessee will
                  provide to the City of Cleveland during such year one hundred
                  (100) free tickets for each regular season game during the
                  period of May 15 through October 1 in other locations in the
                  Ballpark determined and selected in the sole and absolute
                  discretion of the Lessee; provided, however, that such tickets
                  shall not be standing room only tickets. The free tickets
                  described herein shall not be Paid Attendance Tickets or
                  Excluded Tickets as those terms are defined in the Lease.

         2.       The City of Cleveland hereby approves the concept of the
                  auxiliary bleachers structure and the City of Cleveland shall
                  process all building permits for the auxiliary bleacher
                  structure in a timely fashion and shall not unreasonably
                  withhold its approval of such permits; provided said auxiliary
                  bleachers comply with all requirements of the Ohio Basic
                  Building Code.

         3.       Section 24.24 is modified to read consistently with this 
                  amendment.

         4.       The parties hereby agree that Exhibit A attached hereto is
                  hereby incorporated into the Ground Lease as the area referred
                  to in the Lease and the Ground Lease as the "Field". The City
                  shall not be deemed to have either approved or disapproved the
                  attached Exhibit and the commitments set forth in Section 1
                  and 2 above are independent from any inaccuracy, if any, of
                  such Exhibit.

         FURTHERMORE, the provisions of this First Amendment are hereby
incorporated into the original Ground Lease as if fully rewritten therein.
Except as otherwise provided in, or otherwise necessary or appropriate to give
effect to the terms of this First Amendment, all the provisions, terms and
conditions contained in the Ground Lease, not inconsistent with this First
Amendment, shall remain unchanged and in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment as of the day and year first above written.

Witnesses as to Gateway:            GATEWAY ECONOMIC DEVELOPMENT
                                    CORPORATION OF GREATER
                                    CLEVELAND, an Ohio nonprofit corporation
/s/ Sherry Jefferson
-------------------------------
         Signature
                                    By: /s/ Joseph A. Marinucci               
     Sherry Jefferson                   -------------------------------------
-------------------------------     Title: Chairman
         Print Name                       -----------------------------------

/s/ Ruth-Anne Flannery
-------------------------------     And:_____________________________________
         Signature                  Title:___________________________________

   Ruth-Anne Flannery
------------------------------- 
         Print Name

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Witnesses as to Lessee:               CLEVELAND INDIANS BASEBALL
                                      COMPANY LIMITED PARTNERSHIP,
                                      an Ohio limited partnership
/s/ Ronald S. McQuate                 By:  Cleveland Indians Baseball
                                           Company, Inc., an Ohio corporation, 
_______________________________            its sole general partner
         Signature                                      
Ronald S. McQuate
_______________________________                    /s/ Dennis Lehman
         Print Name                   By:______________________________________
/s/ Jacqueline Pachinger-Stetter      Title: Executive Vice President, Business
_______________________________             ___________________________________
         Signature
                                               /s/ Kenneth E. Stefanov
Jacqueline Pachinger-Stetter          And:_____________________________________
_______________________________       Title: Vice President, Finance
         Print Name                          __________________________________



The City of Cleveland joins in the execution of this Amendment for the purpose
of acknowledging its agreement to Section 2 hereof and accepting the benefits of
Section 1 hereof.

                                 CITY OF CLEVELAND

                                      
                                 By:    /s/ Michael R. White                 
                                    --------------------------------------

                                 Its:  Mayor City of Cleveland
                                     -------------------------------------
                                                            
                                 Date:      March 19, 1999
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