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                                                                   Exhibit 10.32

                          AMENDMENT OF LEASE AGREEMENT

     This AMENDMENT OF LEASE AGREEMENT is made this day _____ of February, 2002
to be effective as of January 1, 2002, by and between FAIRE PARTNERS, LLC, a
limited liability company organized and existing under the laws of the State of
Texas ("Landlord") and RENAISSANCE ENTERTAINMENT CORPORATION, a corporation
organized and existing under the laws of the State of Colorado ("Tenant").

                             PRELIMINARY STATEMENTS

     A.   Landlord and Tenant executed that certain Lease Agreement dated
November 13, 1997, as amended by that certain Amendment of Lease Agreement dated
December 17, 1999 and as further amended by that certain Amendment of Lease
Agreement dated October 30, 2000 (collectively, the "Lease Agreement"), pursuant
to the terms of which the Landlord did lease unto the Tenant and the Tenant did
hire from the Landlord the real property described on Exhibit "A" attached
hereto, together with all improvements (as defined in the Lease Agreement)
located thereon.

     B.   Landlord and Tenant have reached certain understandings and agreements
with respect to a modification of the Lease Agreement and desire to reduced such
understanding and agreement to writing.

     ACCORDINGLY, in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, Landlord and Tenant agree
as follows:

     1.   PURCHASE PRICE. Subsection 20.2 is amended in its entirety to read as
          follows:

          20.2   The purchase price (the "Purchase Price") to be paid for the
          Property shall be its fair market value which is defined as the most
          probable price which a property should bring in a competitive and open
          market under all conditions requisite to a fair sale, the buyer and
          seller each acting prudently and knowledgeably, and assuming the price
          is not affected by undue stimulus. Implicit in this definition is the
          consummation of a sale as of a specified date and the passing of title
          from seller to buyer under conditions whereby: (i) buyer and seller
          are typically motivated; (ii) both parties are well informed or well
          advised, and acting in what they consider their own best interests;
          (iii) a reasonable time is allowed for exposure in the open market;
          (iv) payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and (v) the price
          represents the normal consideration for the property sold unaffected
          by special or creative financing or sales concessions granted by
          anyone associated with the sale. The Purchase Price shall be
          determined as follows: First, Landlord and Tenant shall attempt to
          agree on the Purchase Price. If Landlord and Tenant cannot agree on
          the Purchase Price within ten days after the date Landlord receives
          the written notice described in Subsection 20.3 from Tenant, Landlord
          and Tenant shall attempt to agree on and select a mutually acceptable
          appraiser who will be engaged to determine the Purchase Price. For
          purposes of this Subsection 20.2, the date Landlord receives the
          written notice described in Subsection 20.3 from Tenant shall be
          referred to as the "Exercise Date." If Landlord and Tenant

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          cannot agree on an appraiser within 20 days after the Exercise Date,
          Landlord and Tenant shall each appoint an appraiser, such appointment
          to be made within 30 days after the Exercise Date. Should either
          Landlord or Tenant fail to appoint an appraiser, the appraiser
          appointed by either Landlord or Tenant shall make the appointment of a
          second appraiser. The first appraiser and the second appraiser so
          designated shall then appoint a third appraiser within 40 days after
          the Exercise Date. If the two appraisers so appointed cannot agree on
          a third appraiser within 40 days of the Exercise Date, then either
          Landlord or Tenant may request such appointment by a judge of a
          district court in Kenosha County, Wisconsin. Having made the
          appointments, each of the three appraisers so appointed shall be
          charged with the responsibility for independently determining the
          Purchase Price, such determination to be made within 90 days after the
          appointment of the third appraiser. The Purchase Prices determined by
          the three appraisers shall be added together and then divided by three
          to arrive at an average Purchase Price. The average Purchase Price
          shall be the Purchase Price under this Subsection 20.2 and shall be
          binding on the parties hereto and their successors and assigns. Any
          appraiser so designated by either Landlord or Tenant, the first and
          second appraiser, or a district court judge shall be disinterested,
          qualified to appraise the fair market value of the Property in the
          locale of the Land described on Exhibit "A", and a Member of the
          Appraisal Institute (MAI) at all times during such appraiser's service
          hereunder. All costs and expenses of engaging any appraiser under this
          Subsection 20.2 shall be shared equally by Landlord and Tenant.
          Notwithstanding anything to the contrary in this Article XX, in no
          event shall the Purchase Price be less than $4,522,443.34.

     2.   CLOSING. The first sentence in Subsection 20.3 is amended in its
entirety to read as follows: "In order to exercise the Option, Tenant shall give
Landlord written notice of such exercise, which notice shall specify a closing
date that shall be not later than 45 days after the date the Purchase Price is
determined in accordance with Subsection 20.2."

     3.   NO FURTHER MODIFICATIONS. Except as herein modified, the terms and
provisions of the Lease Agreement are hereby ratified and confirmed in all
respects by the parties hereto.

                                         FAIRE PARTNERS, LLC

                                         By:
                                            ------------------------------------
                                            Stephen L. Feinberg, Manager

                                         By:
                                            ------------------------------------
                                            William Wise, Manager

                                         By:
                                            ------------------------------------
                                            Shirley T. Leavell, Manager

                                                                        LANDLORD

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                                         RENAISSANCE ENTERTAINMENT
                                         CORPORATION

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                                                          TENANT

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                                    EXHIBIT A

                              PROPERTY DESCRIPTION

PARCEL I:

Part of the Southeast Quarter and part of the Northeast Quarter of Section 36,
Town 1 North, Range 21 East of the Fourth Principal Meridian, lying and being in
the Town of Bristol, Kenosha County, Wisconsin, and being more particularly
described as: Beginning on the South line of the Southeast Quarter of said
Section at a point 600.7 feet South 89 degrees 24 minutes 50 seconds West from
the Southeast corner of said Quarter Section; thence South 89 degrees 24 minutes
50 seconds West along the South line of said Quarter Section 729.8 feet and to
the West line of the East half of said Quarter Section; thence North 1 degree 53
minutes 10 seconds West along the West line of the East Half of said Quarter
Section 2675.0 feet and to the North line of said Quarter Section; thence North
1 degree 46 minutes 40 seconds West along the West line of the Southeast Quarter
of the Northeast Quarter of said Section 1325.36 feet and to the North line of
said Quarter Quarter Section; thence North 89 degrees 02 minutes East along the
North line of said Quarter Quarter Section 1051.34 feet and to the Westerly
right-of-way line of Interstate Highway 94; thence South 2 degrees 03 minutes
East along said right-of-way line 131.93 feet; thence South 21 degrees 06
minutes West along said right-of-way line 788.49 feet; thence South 2 degrees 03
minutes East along said right-of-way line 700 feet; thence South 17 degrees 45
minutes 50 seconds East along said right-of-way line 1167.69 feet; thence South
10 degrees 58 minutes 40 seconds East along said right-of-way line 482.66 feet;
thence South 89 degrees 24 minutes 50 seconds West parallel to the South line of
the Southeast Quarter of said Section 395.04 feet; thence South 0 degree 35
minutes 10 seconds East at right angles to the South line of said Quarter
Section 851.72 feet to the point of beginning.

PARCEL II:

The East Half of the West Half of the Southeast Quarter and the Southwest
Quarter of the Northeast Quarter of Section Thirty-six (36), in Town One (1)
North, Range Twenty-one (21) East of the Fourth Principal Meridian; in the Town
of Bristol, County of Kenosha and State of Wisconsin.

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