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                           10.12 LEASE AMENDMENT NO. 2
                                 ---------------------

<S>                             <C> <C>
DATE:            As of December 31, 2000

PARTIES:         OLIVE ENTERPRISES, INC., a Pennsylvania corporation ("Landlord")

                 dick clark productions, inc., a Delaware
                 corporation ("Tenant")

BACKGROUND:

Landlord leased to Tenant by written lease dated November 1, 1986 and amended
June 30, 1989 (the "Lease") the Premises (as that term is defined in the Lease).
The term of the Lease presently expires on December 31, 2000. Landlord and
Tenant are willing to amend the Lease in the manner hereinafter set forth.

Accordingly, the parties hereby agree as follows:

1.       Term. The lease term is hereby extended from December 31, 2000 to
         December 31, 2005.


2.       Rent.

         (a) Commencing on January 1, 2001 through December 31, 2002, the
Monthly Base Rent shall be $56,800.00 per month, which rental shall continue to
be paid monthly in advance on the first day of each month of the lease term.

         (b) The Monthly Base Rent shall be subject to increase on January 1,
2003 and January 1, 2005 (the "Adjustment Dates") in accordance with increases
in the Consumer Price Index, Los Angeles-Anaheim-Riverside All Urban Wage
Earners, 1982-84=100 (the "Index").

         Each Consumer Price Index adjustment shall be adjusted upward only. The
adjustments shall be calculated by referring to the Index. On each Adjustment
Date, the Monthly Base Rent payable until the next Adjustment Date shall be
calculated by multiplying $56,800 by a fraction the numerator of which shall be
the Index for the adjustment month and the denominator of which shall be the
Index for the base month. The base month for all adjustments shall be December
2000. The adjustment month for each adjustment shall be the December immediately
preceding the Adjustment Date on which the adjustment is to be made.

         If the Index is no longer is use at any Adjustment Date, then such
replacement index which is most comparable to the Index and as to which the
parties shall agree shall be utilized to make the adjustment in rent. In the
absence of agreement of the parties, then upon request of either party, the
index which shall be used to make the adjustment shall be such index as may be
designated by the then chief officer of the Los Angeles Regional Office of the
Bureau of Labor Statistics as the index which is most comparable to the Index.
Further, if the base of the Index is changed, the new base shall be converted to
the 1982-1984 base in accordance with tables issued by said Bureau.

         All adjustments shall be upward only, and if there is a decrease in the
Index at any time, the Monthly Base Rent shall not be decreased.

3.       Personal Property. If Tenant hereafter exercises its option to purchase
personal property as provided in Section 1.4 of the Lease, such purchase shall
not result in any decrease in Monthly Base Rent as originally provided in
Section 4.1 of the Lease, and the rent provided in this Lease Amendment No. 2
shall be the rent whether or not Tenant concludes a purchase of such personal
property.

4.       Area. Section 1.1 of the Lease is amended to reflect that the
three-story building located at 3003 West Olive Avenue contains approximately
21,279 square feet, and the two-story building at 2920 West Olive Avenue
contains approximately 10,270 square feet.
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5. Except as herein provided, the Lease remains unamended and in full force and
effect.


                                                OLIVE ENTERPRISES, INC.



                                                By:  /s/  FRANCIS C. LA MAINA
                                                   -----------------------------





                                                dick clark productions, inc.


                                                By:  /s/  WILLIAM S. SIMON
                                                   -----------------------------

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