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California-San Jose-333 West Santa Clara Street Lease [Amendment No. 1] - Macanan Investments and BAM! Entertainment Inc.

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                            FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE is effective as of May 1, 2002 by and between
MACANAN INVESTMENTS, a California limited partnership ("Landlord") and BAM!
Entertainment, Inc., a Delaware corporation ("Tenant").


        A. Pursuant to that certain Office Space Lease dated May 3, 2001,
relating to approximately four thousand, eight hundred fifty-five (4,855) feet
of rentable area, known as suite 716, in those certain premises located at 333
West Santa Clara Street, San Jose, California, more particularly described
therein, and herein referred to as the "Original Leased Premises".

        B. The parties hereto now desire to amend the Lease to extend the Lease
Term to April 30, 2005, and to increase the gross leasable square footage
contained in the Leased Premises by four thousand, six hundred seventy-eight
(4,678) square feet of gross leasable area including four thousand, two hundred
seventy-one (4,271) square feet of useable area known as suite 708 on the
seventh floor of the Comerica Bank Building. The portion of the Leased Premises
being added is shown on Exhibit B-2 together with the Original Leased Premises,
as shown on Exhibit B-1 attached hereto and incorporated herein by this
reference. The parties also desire to reduce the Base Monthly Rent of the
Original Leased Premises as of May 1, 2002 to the same per square foot cost per
month as that which will be paid for the additional leased premises. The parties
agree that the


previous personal lease guarantee, which is now in effect, will be voided by
Landlord upon signing First Amendment.

        NOW, THEREFORE, in consideration for the terms, covenants and conditions
contained herein, the parties hereto agree as follows:

        1.     The description of the Leased Premises referred to herein as the
               Original Leased Premises and shown on Exhibit B-1 to the Lease is
               hereby expanded to include Exhibit B-2. Page 2 of Exhibit B-2
               shows the relationship of space in Exhibit B-1 and Exhibit B-2.

        2.     The parties agree that all references in the Lease to the "Leased
               Premises" shall refer to the Increased Leased Premises, as herein
               defined. All other words and phrases defined in the Lease shall
               have the same meaning when used herein and therein.

        3.     Various other changes involving lease term, tenants allocated
               share, operating expense base year, real property base tax year,
               prepaid rent, security deposit, construction and delivery of
               tenant improvements, early occupancy, new rent commencement date,
               base monthly rent and periodic increase in monthly rent are

        4.     Paragraph 1.1 of the Lease is hereby modified to read as follows:

               1.1    Rent Commencement Date. The term "Rent Commencement Date"
                      shall mean as of May 1, 2002.


        5.     Paragraph 1.2 of the Lease is hereby modified to read as follows:

               1.2    Lease Term. The Lease Term is extended to April 30, 2005
                      unless this Lease is sooner terminated according to its
                      term or by mutual written agreement.

        6.     Paragraph 1.5 of the Lease is hereby modified to read as follows:

               1.5    Leased Premises. The term "Leased Premises" shall mean
                      those certain premises which are a portion of, and located
                      within, the Building as shown by the floor plan attached
                      hereto as Exhibit B-1 and Exhibit B-2 containing
                      approximately nine thousand, five hundred thirty-three
                      (9,533) square feet of gross leasable area ("Tenant's
                      Gross Leasable Area") including approximately eight
                      thousand, seven hundred three (8,703) square feet of
                      usable area ("Tenant's Net Leasable Area").

        7.     Paragraph 1.6 of the Lease is hereby modified to read as follows:

               1.6    Tenant's Allocated Share. The term "Tenant's Share" shall
                      mean the percentage obtained by dividing Tenant's Gross
                      Leasable Area by the Building Gross Leasable Area, which
                      as of May 1, 2002, is agreed to be four and forty-seven
                      hundredths (4.47%).


        8.     Paragraph 1.7 of the Lease is hereby modified to read as follows:

               1.7    Prepaid Rent. The term "Prepaid Rent" shall mean the sum
                      of twenty-nine thousand, five hundred fifty-two dollars

        9.     Paragraph 1.8 of the Lease is hereby modified to read as follows:

               1.8    Security Deposit. The term "Security Deposit" shall mean
                      an additional amount of ten thousand, one hundred
                      thirty-two dollars ($10,132.00) shall be added to that
                      security deposit already on deposit for suite 716 for a
                      total amount of twenty-nine thousand, five hundred
                      fifty-two ($29,552.00) dollars.

        10.    Paragraph 1.11 of this Lease is hereby modified to read as

               1.11   Operating Expense Base Year. Effective May 1, 2002, the
                      term "Operating Expense Base Year" shall mean the calendar
                      year of 2002 for suite 708 and shall remain unchanged for
                      suite 716.

        11.    Paragraph 1.12 of the Lease is hereby modified to read as

               1.12   Real Property Base Tax Year. The term "Real Property Base
                      Tax Year" shall mean the fiscal year 2001/2002 commencing
                      July 1, 2001 and ending June 30, 2002 for the entire
                      leased premises.

        12.    Paragraph 2.2 of the Lease is hereby modified to read as follows:

               2.2    Construction of Tenant Improvements. Prior to the Rent
                      Commencement Date, Landlord shall construct certain


                      improvements as shown on RMW Drawing #21227.00 dated
                      3/14/02, which has been approved by Tenant and Landlord.
                      Any delays, including change orders, caused by Tenant
                      which delays the completion of the tenant improvements by
                      Landlord will offset the completion of work, on a day for
                      day basis, but in no event abate the rent or change the
                      rent commencement date.

        13.    Paragraph 2.3 of the Lease is hereby modified to read as follows:

               2.3    Delivery and Acceptance of Possession. Landlord will
                      complete work required of Landlord pursuant to Paragraph
                      2.2 by April 30, 2002 providing Tenant has approved said
                      plans by April 1, 2002.

        14.    Paragraph 2.4 of the Lease is hereby modified to read as follows:

               2.4    Early Occupancy. Tenant may enter or permit its
                      contractors to enter the Leased Premises prior to the Rent
                      Commencement Date by April 15, 2002, it shall do so upon
                      all of the terms of this Lease (including its obligations
                      regarding indemnity and insurance) except those regarding
                      the obligation to pay rent, which shall commence on the
                      Rent Commencement Date.

        15.    Paragraph 3.1 of the Lease is hereby modified to read as follows:

               3.1    Base Monthly Rent. Commencing on May 1, 2002 and
                      continuing throughout the remainder of the Lease Term,


                      Tenant shall pay to Landlord a monthly rent (the "Base
                      Monthly Rent"), which shall be $29,552.00.

        16.    Paragraph 3.7 is hereby added to the Lease to read as follows:

               3.7    Periodic Increase in Base Monthly Rent. On May 1, 2002
                      ("Rent Commencement Date") and continuing until adjusted
                      pursuant to this paragraph, Tenant shall pay to Landlord
                      Base Monthly Rent in the initial amount set forth in
                      paragraph 3.1 above. However, the amount of the Base
                      Monthly Rent shall be redetermined in accordance with the
                      following formula as of and effective on each calendar
                      anniversary of the lease (the "Rent Adjustment Date") to
                      reflect any increase or decrease in the "Consumer Price
                      Index" (as that term is defined in paragraph 15.12) that
                      has occurred since the Rent Commencement Date. The Base
                      Monthly Rent commencing May 1, 2003 and May 1, 2004
                      determined by multiplying (i) the amount of the Base
                      Monthly Rent immediately preceding the adjustment by (ii)
                      a fraction whose numerator is the Consumer Price Index
                      published nearest and preceding the relevant Rent
                      Adjustment Date and whose denominator is the Consumer
                      Price published nearest and preceding the Rent
                      Commencement Date. However, in no event shall the Base
                      Monthly Rent adjustment be (i) an amount greater than 3%


                      year, or (ii) an amount less than the Base Monthly Rent
                      immediately preceding the adjustment.

        17.    Paragraph 4.5 of the Lease is hereby modified to read as follows:

               4.5    Parking. Parking in the Building garage will be available
                      up to 40 spaces on month-to-month leases at the initial
                      rates of $90.00 per space per month for unreserved covered
                      parking and $60.00 per space per month for unreserved
                      uncovered parking if available (on the fourth (4th) floor
                      of the parking garage only). Landlord may adjust parking
                      rates to market during lease term or any extension
                      thereof. If Tenant elects to lease parking spaces on the
                      fourth (4th) floor of the parking garage, Tenant will be
                      issued a parking card for each space leased which will
                      permit the user to enter and exit the fourth (4th) floor
                      in addition to the ground floor entrance and exit of the
                      parking garage. If, after electing to lease parking spaces
                      on the fourth (4th) floor of the parking garage, Tenant or
                      its employees park on any floor other than the fourth
                      (4th) floor, Tenant's parking card will be automatically
                      cancelled and Tenant will be required to contact the
                      Building Manager to reactivate the cancelled parking card.
                      Tenant will be charged an additional $30.00 per month for
                      each card that must be reactivated due to improper use.


                      Tenant shall not at any time use or permit its employees
                      or invitees to use more parking spaces than the number so
                      allocated to Tenant. Except as may be herein provided,
                      Tenant shall not have the exclusive right to use any
                      specific parking space. In the event Landlord elects or is
                      required by any Law to limit or control parking in the
                      Property, whether by validation of parking tickets or any
                      other method, Tenant, subject to its right to the
                      non-exclusive use of the number of parking spaces above
                      specified, agrees to participate in such validation or
                      other program under such reasonable rules and regulations
                      as are from time to time established by Landlord.

        18.    Any breach or default under any provisions of this First
               Amendment shall be a breach or default under the Lease, and any
               breach or default under the Lease shall be a breach or default
               under this First Amendment. To the extent there may be any
               inconsistencies between the terms of this Amendment and any terms
               of the Lease, the terms of this Amendment shall prevail. In all
               other respects, the Lease shall remain in full force and effect.
               All capitalized terms not defined herein shall have the meaning
               set forth in the Lease.

        19.    The Lease Guarantee signed on behalf of Bay Area Multimedia (now
               BAM! Entertainment, Inc.) by Guarantor, Ray Musci (Individual) on
               May 3, 2002, in favor of Macanan Investments, is hereby deleted
               and has no further force or effect.


        IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Lease on the respective dates set forth below to be effective as of
May 1, 2002.

                                    MACANAN INVESTMENTS,
                                    A California limited partnership

                                    By:  MACANAN FINANCIAL CORPORATION,
                                    A California corporation,
                                    Its general partner

Dated:     3/29/02           By: /s/ DONALD MACMILLAN
      ----------------------    ---------------------------------
                                Donald MacMillan

Dated:     3/29/02           By: /s/ W. JOHN BUCHANAN
      ----------------------    ---------------------------------
                                W. John Buchanan

                             BAM! Entertainment, Inc.
                             A Delaware corporation

Dated:  29 March 2002        By:  /s/  S M Ambler
       --------------------      --------------------------------


                                   Exhibit B-1





                                   Exhibit B-2