Sample Business Contracts

California-Rocklin-233 Technology Way Lease - Joseph H. Lackey and ICS Entertainment Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
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                                                                  EXECUTION COPY

                                 LEASE AGREEMENT

      THIS  LEASE  AGREEMENT  (this  "Lease"),  is made as of this  21ST  day of
September,  2005, by JOSEPH H. LACKEY,  an  individual  residing in the state of
California  ("Landlord"),  and ICS ENTERTAINMENT,  INC., a Delaware  corporation

      FOR AND IN CONSIDERATION of the mutual covenants and conditions  contained
herein, the parties hereto do hereby agree as follows:

      1.    BASIC  LEASE  INFORMATION.  Each  use  of the terms  capitalized and
defined  in this  Section  1 shall be deemed  to refer  to,  and shall  have the
respective meanings set forth in, this Section 1.

            1.1   Location.

                  1.1.1  "Land" shall mean that certain parcel of land  commonly
known as 233 Technology Way, Rocklin, California 95765.

                  1.1.2  "Building"  shall mean the office  building  containing
approximately  90,000 rentable square feet located on the Land commonly known as
233 Technology Way, Rocklin, California 95765.

                  1.1.3  "Premises"  shall mean that portion of Building located
on the 1st and 2nd floors of the  Building,  presently  known as Suite  Number 9

                  1.1.4  "Project"  shall  mean the  Land  and all  improvements
thereon, including, without limitation, the Building and all Common Areas.

                  1.1.5  "Rentable  Area of Premises"  shall mean 5760  rentable
square  feet.  The  parties   stipulate  and  agree  that  this  square  footage
measurement  is conclusive for all purposes of this Lease.  Notwithstanding  the
foregoing,  this  measurement  shall be subject to adjustment in the event of an
expansion of the Premises.

                  1.1.6  "Common  Areas"  shall  mean  those  certain  areas and
facilities of the Building  that are from time to time provided by Landlord,  in
its  discretion,  for the use of tenants of the  Building  and their  employees,
clients,  customers,  licensees  and invitees,  or for use by the public,  which
facilities and improvements might include any and all halls, corridors, elevator
foyers,  vending areas,  restrooms,  electrical and telephone rooms,  mechanical
rooms,  janitorial areas and other similar  facilities of the Building,  and any
and all grounds,  parks,  landscaped  areas,  outside sitting areas,  sidewalks,
walkways,  pedestrian ways, loading docks, non-reserved parking areas, driveways
and generally all other improvements located on the Land and designed for use in
common by tenants, their employees, clients, customers, licensees and invitees.

            1.2   Occupancy.

                  1.2.1  "Term"  shall mean the  approximately  27 month  period
beginning  on the  Commencement  Date and  ending  at 11:59  P.M.  on the  Lease
Expiration Date, unless this Lease is sooner terminated as provided herein.

                  1.2.2  "Commencement Date" shall mean September 21, 2005.

                  1.2.3  "Lease Expiration Date" shall mean December 31, 2007.


                  1.2.4  "Lease  Year" shall mean each twelve (12) month  period
beginning on the Commencement Date; provided,  however, if the Commencement Date
is not the first day of the month,  the first  Lease Year shall  commence on the
Commencement Date and end on the last day of the twelfth (12th) month thereafter
and the second and each succeeding Lease Year shall commence on the first day of
the next calendar month.

            1.3   Rent.

                  1.3.1  "Rent"  shall  mean Base Rent and  Additional  Rent due
from  Tenant to  Landlord  hereunder.

                  1.3.2  "Base  Rent"  shall  mean  monthly installments of base
rent in the amounts set forth below:

                      Month                     Monthly Base Rent
                      -----                     -----------------
            Commencement Date through
            December 31, 2005                       $ 9,978.00
            January 1, 2006 -
            December 31, 2006                       $10,476.90
            January 1, 2007 -
            December 31, 2007                       $11,000.75

                  1.3.3  "Additional  Rent"  shall mean all sums other than Base
Rent  payable  by  Tenant to  Landlord  under  this  Lease,  including  Tenant's
Proportionate Share of CAM and Taxes.

            1.4   "Tenant's Proportionate Share" shall equal a number calculated
by dividing the Rentable Area of Premises by the total  rentable  square footage
of the Building as set forth in Section 1.1.2 above.

            1.5   "Tenant's Permitted Uses" shall mean any lawful purpose.

            1.6   Addresses.

                         1.6.1  "Landlord's Address" shall mean:

                                   Joseph Lackey

                         1.6.2  "Tenant's Address" shall mean:

                                   ICS Entertainment, Inc.
                                   680 North Lake Shore Drive
                                   Chicago, Illinois 60611
                                   Attention: Sue Shoemaker
                                   Attention: Howard Shapiro, Esq.

            1.7   "Rules and  Regulations"  shall mean the rules and regulations
set  forth in  Exhibit "A,"  attached  hereto  and  incorporated  herein by this


            1.8   Miscellaneous Definitions.

                  1.8.1  "Mortgage" shall mean any mortgage, deed of trust, deed
to secure  debt,  ground  lease or other  security  instrument  encumbering  the
Premises, Building or Project.

                  1.8.2  "Mortgagee" shall mean any mortgagee, trustee, grantee,
ground lessor or other holder of a Mortgage.

                  1.8.5  "Tenant's   Property"   shall  mean  Tenant's   movable
fixtures  and  movable  partitions,  telephone  and  other  equipment,  computer
systems, trade fixtures,  inventory,  furniture,  furnishings and other items of
personal property.

                  1.8.6  "Prohibited  Uses"  shall mean the use of the  Premises
for  the  purposes  of  storing,   manufacturing,  or  selling  any  explosives,
flammables or other inherently dangerous substance, chemical or device.

                  1.8.7  "Legal  Requirements" shall mean all present and future
federal,  state and local laws, orders,  statutes,  requirements and ordinances,
all  building,  plumbing,  electrical,  fire  and  other  codes  and  rules  and
regulations of  governmental  entities,  and any laws of like import,  which are
applicable  to the Premises,  Building or Project,  or the  maintenance,  use or
occupation thereof, including, the Americans with Disabilities Act (title "ADA")
and all regulations and orders promulgated pursuant to the ADA.

      2.    PREMISES AND TERM.  Landlord  hereby demises and leases the Premises
to Tenant and Tenant  hereby  accepts and leases the Premises  from Landlord for
the Term.  During the Term,  Tenant shall have the right to use the Common Areas
in common  with  others  and in  accordance  with this Lease  and  the Rules and
Regulations,  including  the  non-exclusive  use of not more than  fourteen (14)
parking  spaces  located in the parking areas provided that Tenant shall not use
those  parking  spaces  located  directly  in  front of  other  tenant's  leased


            3.1   Payment of Rent. Tenant shall pay to Landlord, without notice,
in lawful money of the United States of America,  at Landlord's  Address,  or at
such other place as Landlord  shall  designate in writing from time to time: (a)
Base Rent,  in equal  monthly  installments  in advance on the first day of each
calendar month during the Term; and (b) Additional Rent, at the times and in the
amounts set forth in this Lease.  If the Term of this Lease shall commence other
than on the first day of the month, or if the Term of this Lease shall end other
than on the  last day of the  month,  the Base  Rent  for  such  month  shall be
pro-rated  at the then current  monthly  Base Rent and shall be payable,  in the
case of  termination  hereof,  in advance or the first day of the month in which
the termination of the Lease occurs.

            3.2   Late Fees. All  installments of Rent, and all other amounts of
money  payable  by Tenant to  Landlord  under this  Lease,  if not  received  by
Landlord within five (5) days after written  notice,  shall be subject to a late
fee equal to five percent (5%) of the amount past due.

            3.3   Common  Area  Maintenance  Charges.  For the  purposes of this
Lease, the term "CAM" shall mean all expenses and  disbursements  which Landlord
incurs in connection  with the  maintenance  of the Common Areas,  determined in
accordance with generally accepted accounting  principles  consistently applied,
including the following:


                  3.3.1  All  supplies  and  materials  used  in the  operation,
maintenance, repair, replacement and security of the Building and Common Areas;

                  3.3.2  The cost of all electricity,  water and other utilities
serving the Common Areas;

                  3.3.3  The cost of any insurance or insurance  related expense
applicable to the Building and the Common Areas;

                  3.3.4  The cost of  repairs  and  general  maintenance  of the
Common  Areas  (including  light  bulbs and glass  breakage;  the  redecorating,
repainting,  recarpeting and other such work in any Common Areas; trash removal;
janitorial service; basic HVAC maintenance; grounds maintenance; alarm services;
window cleaning;  parking areas and landscaping),  whether performed by Landlord
or pursuant to service or maintenance contracts with independent contractors;

There are specifically  excluded from the definition of the term "CAM" expenses:
(a) for capital  improvements  made to the Building or Project  except for items
which, though capital for accounting  purposes,  are properly considered routine
maintenance and repair items, such as painting of Common Areas and the like; (b)
for repair, replacement and general maintenance paid by proceeds of insurance or
by Tenant or other third parties and alterations or repairs  attributable solely
to tenants of the Building other than Tenant; (c) for interest,  amortization or
other payments on loans to Landlord;  (d) for depreciation of the Building;  (e)
for leasing  commissions;  (f) for legal  expenses with respect to disputes with
individual  tenants and  negotiation  of tenant  leases;  (g) for  renovating or
otherwise  improving  space for  particular  occupants of the Building or vacant
space in the  Building;  (h) for federal  income taxes imposed on or measured by
the income of  Landlord  from the  operation  of the  Building;  (i) the cost of
electric service to the premises of tenants (including  Tenant),  which electric
service shall be separately metered and paid directly by such tenants (including

            3.4   Taxes. The term "Taxes" shall mean all real property taxes and
assessments,  whether federal,  state, county or municipal,  attributable to the
Building and the Project (or their operation) (excluding,  however,  federal and
state  taxes  on  income),  and any  expenses,  including  reasonable  fees  and
disbursements  of  attorneys,  incurred by Landlord in  contesting  any taxes or
assessments of all or any part of the Project.

            3.5   Payment of CAM and Taxes.  Tenant shall pay as Additional Rent
for each  Lease  Year,  Tenant's  Proportionate  Share CAM and Taxes as and when
specified below.

            3.6   Estimates of CAM and Taxes.  Prior to the actual determination
of CAM and Taxes for any Lease Year, Landlord may, if it so elects, estimate the
amount of such CAM and  Taxes  that  will be paid or  incurred  in such year and
require  Tenant to pay estimated CAM and Taxes on a quarterly  basis  throughout
the Lease year by giving Tenant  written  notice of the amount of such estimated
amounts  and the  amount of such  estimate  that will be due each  quarter  from
Tenant.  Landlord  shall then give Tenant a written bill for such  estimated CAM
and Taxes no less than thirty  (30) days prior to each  quarterly  due date.  In
such event,  Tenant  shall,  subsequent to receipt of such written  notice,  pay
quarterly  Tenant's  Proportionate  Share of such excess at the same time and in
the same manner as Base Rent is due from Tenant hereunder.

            3.7   Annual  Reconciliation.  An annual statement (the "Statement")
of CAM and Taxes shall be prepared by Landlord and provided to Tenant along with
reasonable  supporting  documentation for the amounts contained therein.  If the
total  amount  Tenant  actually  paid for  estimated  CAM and Taxes is less than
Tenant's Proportionate Share of the Taxes, Tenant shall pay to Landlord as


Additional Rent in one lump sum the difference between the total amount actually
paid by Tenant for Lease Year and the amount of Tenant's  Proportionate Share of
CAM and Taxes; this lump sum payment shall be made within thirty (30) days after
receipt of the  Statement;  or if the total amount Tenant  actually paid for CAM
and Taxes is more  than  Tenant's  Proportionate  Share of CAM and  Taxes,  then
Landlord shall,  at its option:  (a) credit such amount against the next monthly
installment  of Rent;  or (b) remit the excess to Tenant within thirty (30) days
after the issuance of the Statement. Landlord shall have the right to modify any
Statement  after such  Statement  has been  delivered  to Tenant to correct  any
errors or reflect any new  information  received by Landlord with respect to CAM
or Taxes shown on such  Statement  by delivery to Tenant of a revised  statement
(the "Revised  Statement"),  and if such Revised  Statement  shows an amount due
from Tenant to Landlord,  or a refund due from Landlord to Tenant,  Tenant shall
pay, or Landlord shall refund,  such  additional  amount in accordance with this
Section 3.7.

            3.8   Prorations.  If the Commencement  Date is other than January 1
or  if  the  Lease   Expiration   Date  is  other  than  December  31,  Tenant's
Proportionate Share of Taxes for such year shall be prorated based upon a thirty
(30) day  month.  Even if the Term has  expired,  and  Tenant  has  vacated  the
Premises when the final determination is made of Tenant's Proportionate Share of
Taxes for the year in which this Lease  expires,  Tenant  shall pay any increase
due over the estimated  amount paid and conversely any overpayment made shall be
rebated by Landlord to Tenant, all as specified above. The provisions of Section
4 shall survive the expiration or earlier termination of this Lease.

      4.    USE OF PREMISES.  Tenant shall use the Premises  solely for Tenant's
Permitted  Uses.  Tenant shall not use the Premises for any  Prohibited  Uses or
illegal purpose,  or violate any Legal  Requirements,  or do any act in or about
the Premises,  or bring  anything onto or in the Premises or the Building  which
will in any way increase the rate of insurance on the Premises or the  Building,
deface or injure the  Premises  or the  Building  or  overload  the floor of the


            5.1   Landlord's Compliance. During the Term of this Lease, Landlord
shall  comply  with (or  cause to be  complied  with)  all  Legal  Requirements.
Landlord shall be responsible  for making any  modifications  to the Project and
Building,   including  the  Common  Areas,   required   pursuant  to  any  Legal
Requirements  except as otherwise  expressly  stated  herein.  Unless  Tenant is
responsible  for such costs as set forth  elsewhere in this Lease,  the costs of
compliance  with Legal  Requirements  by Landlord and any  modifications  to the
Project and/or the Building made by Landlord  pursuant to the provisions of this
Section shall be at Landlord's expense.

            5.2   Tenant's  Compliance.  Tenant  shall  comply  with  all  Legal
Requirements  regarding the Premises.  In addition,  Tenant shall be responsible
for making any modifications to the Premises if such modifications are necessary
to  comply  with any  Legal  Requirements  that  arise as a result  of  Tenant's
specific use of the Premises.

            5.3   Mutual  Indemnity.  Landlord shall indemnity,  defend and hold
Tenant harmless from and against any claims,  losses or causes of action arising
out of  Landlord's  failure to comply with the  provisions of Section 5.1 above.
Tenant shall indemnify,  defend and hold Landlord  harmless from and against any
claims,  losses or causes of action  arising out of  Tenant's  failure to comply
with the  provisions  of Section 5.2 above.  The  indemnities  set forth in this
Section shall survive the expiration or earlier termination of this Lease.

      6.    STANDARD  SERVICES TO TENANT.  Landlord shall  provide,  as Landlord
reasonably  deems  necessary,  subject  to Legal  Requirements  and  limitations
contained in any


governmental   controls  now  or  hereafter  imposed,  or  "Force  Majeure"  (as
hereinafter  defined) and subject to cessation  for  reasonable  necessity,  the
following services:

            6.1   HVAC. Heated and chilled water or other heating/cooling medium
to the  Premises  for use in the heat pump system  installed  in the Premises as
necessary within temperature ranges for normal office use.

            6.2   Electricity.  The Premises are equipped with a separate  meter
to  monitor  the  amount of  electricity  used to  operate  the  lights  and any
equipment,  machinery  or other  items  connected  to the power  outlets  in the
Premises,  as well as the HVAC  system  serving  the  Premises.  The cost of all
electricity furnished to the Premises will be billed to Tenant directly from the
utility company  furnishing such electricity.  Tenant will not use any equipment
which in Landlord's reasonable opinion will overload the wiring installations or
interfere with the reasonable use thereof by other users in the Building.

            6.3   Other Utilities.  Tenant shall pay for all water,  sewer, gas,
telephone and other service and utilities used by Tenant on the Premises  unless
otherwise expressly agreed to in writing by Landlord. In the event that any such
utility to the Premises is not separately metered, Landlord shall pay the amount
due and  separately  invoice  Tenant  for  Tenant's  Proportionate  Share of the
charges. Any such invoice shall including reasonable supporting documentation of
the charges set forth  therein.  Tenant  shall  reimburse  Landlord for any such
amounts as  Additional  Rent within  fifteen (15) days of the receipt of such an

      7.    REPAIRS.

            7.1   Repairs by  Landlord.  Landlord  shall repair and maintain all
Common  Areas  of the  Project  and the  structural  portions  of the  Building,
including without limitation the roof, mechanical systems,  basic plumbing,  air
conditioning,  heating and electrical  systems,  unless the condition  requiring
such maintenance is caused by the willful act or gross negligence of Tenant, its
agents, servants, employees or invitees, in which case Tenant shall pay Landlord
the  reasonable  cost of such  maintenance  or repairs.  Landlord  shall have no
obligation to replace or repair Tenant's Property.

            7.2   Repairs by Tenant. With the exception of those items set forth
in this Lease that are required to be repaired by Landlord, Tenant shall, at its
sole cost and expense,  make all repairs which are reasonably  necessary to keep
the Premises in good  condition and repair,  except for ordinary  wear,  loss by
fire or other casualty and Condemnation.


            8.1   Landlord's   Right  to  Enter  to  Make  Repairs  and  Provide
Services.  Landlord and its agents,  employees and independent contractors shall
have the right to enter the  Premises  at any time in the event of an  emergency
(in such event of emergency, Landlord shall have the right to use any means that
Landlord  may  deem  reasonably  necessary  to  open  the  doors  in  and to the
Premises),  and at reasonable  times during normal  business hours upon at least
two (2) days prior written notice in all other cases to perform  maintenance and
make repairs, additions,  alterations and improvements that are required by this
Lease,  to provide the services to be provided by Landlord under this Lease,  to
post  notices  of  non-responsibility  (where  applicable)  and to  inspect  the
Premises to ascertain  that Tenant is complying  with all of its  covenants  and
obligations hereunder.

            8.2   Condition of Entry.  Landlord and its agents,  employees,  and
independent  contractors  agree  to  use  reasonable  efforts  to  minimize  any
interference  with Tenant's business caused by any entry pursuant to Section 8.1


      9.    ALTERATIONS.

            9.1   Tenant's  Alterations.  Tenant  may make  alterations  without
Landlord's consent in the case that those alterations:  (a) are decorative;  (b)
are not structural,  excluding alterations to walls, windows and doors; (c) cost
less than Ten  Thousand and 00/100  Dollars  ($10,000)  per  project.  All other
alterations  to the Premises  shall be made with the consent of Landlord,  which
consent shall not be unreasonably withheld, conditioned or delayed.

            9.2   Manner of Alterations. All alterations shall be performed: (a)
in a good and  workmanlike  manner and free from  defects and (b) in  compliance
with all  Legal  Requirements,  the  terms of this  Lease  and all  construction
procedures and regulations then prescribed by Landlord.

            9.3   Removal of Tenant's  Property.  Tenant's Property shall remain
the  property  of Tenant and Tenant may remove the same at any time on or before
the Lease  Expiration Date. To the extent requested by Landlord at least 30 days
prior  to the  Lease  Expiration  Date,  Tenant  shall  remove  any  alterations
performed  by Tenant from the Premises on or before the Lease  Expiration  Date,
ordinary wear and tear excepted.  Tenant shall repair and restore, in a good and
workmanlike  manner,  any  damage  to the  Premises  or the  Building  caused by
Tenant's  removal of any  alterations  or Tenant's  Property,  and, upon default
thereof,  Tenant shall  reimburse  Landlord for Landlord's cost of repairing and
restoring such damage. Any alterations or Tenant's Property not so removed shall
be deemed  abandoned,  and Landlord may remove and dispose of same in any manner
it deems  proper,  in its sole  discretion,  and repair and  restore  any damage
caused thereby,  at Tenant's cost.  Tenant's  obligations under this Section 9.3
shall survive the expiration or earlier termination of this Lease.

      10.   ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublet, mortgage
or otherwise encumber this Lease,  without the prior written consent of Landlord
in each instance,  which consent shall not be unreasonably withheld,  delayed or
conditioned.  The consent by Landlord to an assignment shall not be construed to
relieve  Tenant  from  obtaining  the  consent of the  Landlord  to any  further
assignment. Notwithstanding  anything  to the  contrary  contained  within  this
Section  10,  Tenant  may  assign  this  Lease or sublet all or a portion of the
Premises  without  Landlord's  prior written consent (a) to any corporation with
which Tenant is merged or consolidated,  (b) to any person, corporation or other
entity  to which  substantially  all of  Tenant's  assets  or  common  stock are
transferred or (c) to any person, corporation, or other entity that controls, or
is controlled by, or is under common control with Tenant.

      11.   EMINENT DOMAIN.

            11.1  Condemnation   of   Building.   In  the  event  the  whole  or
substantially  the whole of the  Building or the Premises are taken or condemned
by  eminent   domain  or  by  any  conveyance  in  lieu  thereof  (such  taking,
condemnation  or  conveyance in lieu thereof  being  hereinafter  referred to as
"Condemnation"),  the Term shall  cease and this Lease  shall  terminate  on the
earlier of the date the condemning  authority takes possession or the date title
vests in the condemning authority.

            11.2  Inability to Restore. In the event any portion of the Building
shall be taken by Condemnation  (whether or not such taking includes any portion
of the Premises),  which taking, in Landlord's reasonable judgment, is such that
the  Building  cannot be restored  in an  economically  feasible  manner for use
substantially  as originally  designed,  then Landlord shall have the right,  at
Landlord's  option, to terminate this Lease,  effective as of the date specified
by Landlord in a written notice of termination from Landlord to Tenant.


            11.3  Condemnation  of  Premises.  In the event that a portion,  but
less  than   substantially  the  whole,  of  the  Premises  shall  be  taken  by
Condemnation,  then  this  Lease  shall  be  terminated  as of the  date of such
Condemnation  as to the portion of the Premises so taken,  and,  unless Landlord
exercises  its option to terminate  this Lease  pursuant to Section  11.2,  this
Lease shall remain in full force and effect as to the remainder of the Premises.
If a Condemnation shall result in a taking of less than all of the Project,  and
in Tenant's  reasonable  judgment  such  Condemnation  shall render the Premises
untenantable or unsuitable for Tenant's  current use of the Premises  (including
as to the  availability  of adequate  parking for Tenant's use of the Premises),
Tenant  shall have the right to  terminate  this Lease  forthwith  upon  written
notice to  Landlord  given no later  than  thirty  (30) days after the date such
Condemnation occurred. In the event of such a termination, all Base Rent paid in
advance  shall  be  apportioned  as of the date the  Condemnation  occurred  and
refunded  to  Tenant,  as  appropriate.  All  amounts  due for  Taxes  shall  be
apportioned as of the date the Condemnation occurred.

            11.4  Apportionment  of Rent.  In the event of  termination  of this
Lease pursuant to the provisions of Section 11.1 or Section 11.2, the Rent shall
be apportioned as of such date of  termination;  provided,  however,  that those
provisions of this Lease which are  designated  to cover matters of  termination
and the period thereafter shall survive the termination hereof.

            11.5  Award. All compensation awarded or paid upon a Condemnation of
any  portion of the  Project  shall  belong to and be the  property  of Landlord
without participation by Tenant, Nothing herein shall be construed,  however, to
preclude  Tenant from  prosecuting  any claim  directly  against the  condemning
authority  for moving  expenses and damage to, and cost of removal of,  Tenant's


            12.1  Tenant's  Termination  Right.  If the  Premises are damaged by
fire, casualty or structural defect so that the Premises, in Tenant's reasonable
judgment,  cannot be used of Tenant's current or intended use thereof, or if the
Building shall be partially damaged that Tenant is deprived of reasonable access
to the  Premises or as a result of the damage or any other  occurrence  which is
beyond Tenant's  reasonable  control renders the Premises,  or any  appurtenance
thereto,  inoperable or unfit for Tenant's  occupancy or current or intended use
in whole or in part, then Tenant shall have the right to terminate this Lease by
giving notice (the "Termination  Notice") to Landlord not later than ninety (90)
days  following  the  date  that  the  damage  occurred. If  Tenant  delivers  a
Termination  Notice, this Lease shall be deemed to have terminated in the manner
set forth in Section 12.3 below.

            12.2  Restoration.  If the  Premises  are  damaged  by fire or other
casualty,  or if the  Building  and the Tenant does not elect to  terminate  the
Lease pursuant to Section 12.1 above,  the damage shall be repaired by Landlord,
at Landlord's cost, to substantially  the condition of the Premises prior to the
damage.  Until the  restoration  of the Premises is  substantially  completed or
would have been  substantially  completed but for delays  caused by Tenant,  the
Rent  shall  be  reduced  beginning  on the  date  the  damage  occurred  in the
proportion by which the area of the part of the Premises which is not usable (or
accessible) and is not used by Tenant bears to the Rentable Area of Premises.

            12.3  Effect of  Termination.  If this Lease is terminated by Tenant
pursuant to Section  12.1 above:  (a) the Term shall  expire upon the  thirtieth
(30th) day after notice of such  termination  is given;  (b) Tenant shall vacate
the Premises and surrender the same to Landlord; (c) Tenant's liability for Rent
shall  cease as of the date of the damage;  (d) any prepaid  Rent for any period
after the date of the damage  shall be promptly  refunded by Landlord to Tenant;
and (e) those  provisions  of this Lease which are  expressly  stated to survive
expiration or earlier termination of this Lease shall survive.



            13.1  Tenant's  Indemnity.  Except as to property  damage covered by
the waiver of subrogation set forth in Section 14.4 of this Lease, Tenant hereby
indemnifies Landlord from, and agrees to hold Landlord harmless against, any and
all liability for any loss, injury or damage  (collectively,  a "Loss") incurred
by Landlord, including, without limitation, all costs, expenses, court costs and
reasonable attorneys' fees imposed on Landlord by any person whomsoever,  caused
by or resulting from the gross negligence or willful  misconduct of Tenant,  its
employees, agents or contractors as it pertains to the Premises.

            13.2  Landlord's Indemnity.  Except as to property damage covered by
the waiver of  subrogation  set forth in Section  14.4 of this  Lease,  Landlord
hereby indemnifies Tenant from, and agrees to hold Tenant harmless against,  any
and all  Losses  incurred  by  Tenant,  caused  by or  resulting  from the gross
negligence  or  willful  misconduct  of  Landlord  or its  employees,  agents or

            13.3  Survival of  Indemnities.  The  provisions  of this Section 13
shall survive the expiration or earlier termination of this Lease.

      14.   INSURANCE.

            14.1  Landlord's Insurance.  Landlord shall obtain and keep in force
during the Term of this Lease the following insurance:

                  14.1.1 An  insurance  policy or policies of Special  Form (all
risk) coverage,  covering loss or damage to the Project and the Common Areas, as
well  as all  improvements  thereto,  and  the  structural  improvements  to the

                  14.1.2 Commercial  General Liability  Insurance  pertaining to
the Project and the Common Areas, and bodily injuries, death and property damage
arising or occurring therein.

                  14.1.3 Such  other  insurance  in such  amounts  and with such
policy provisions as it shall deem necessary or appropriate.

            14.2  Tenant's Insurance.  During the Term of this Lease, Tenant, at
its sole cost and expense,  shall carry and maintain  the  following  occurrence
policies of insurance unless with insurance  companies licensed or authorized to
do business in the State in which the Premises are  located,  insuring  Landlord
and Tenant and any  Mortgagee,  if requested by Landlord,  and shall  deliver to
Landlord a  certificate  of insurance  evidencing  such  coverage  both prior to
taking possession of the Premises and annually thereafter.

                  14.2.1 Property  insurance  covering Tenant's Property located
in the Premises in an amount determined by Tenant of all items.

                  14.2.2 Commercial  General Liability  Insurance with limits of
no less than  $1,000,000  combined  single  limit  coverage  of  bodily  injury,
property damage or combination thereof.

The Commercial General Liability Insurance shall name Landlord and Mortgagee, if
any, as additional  insureds.  All insurance required by this Section 14.2 shall
provide  for ten  (10)  days'  prior  written  notice  to  Landlord  before  any
modification or termination of said insurance.


            14.3  Increased Insurance Costs. Tenant shall reimburse Landlord for
any  increase  in the  cost of any of  Landlord's  insurance  pertaining  to the
Project if said  increase is caused by or results from Tenant's use or occupancy
of the  Premises,  the breach of this Lease by Tenant or the acts,  omissions or
gross negligence of Tenant, its employees, officers, agents or contractors.

            14.4  Waiver of  Subrogation.  Landlord  and Tenant  shall each have
included in all policies of property  insurance,  obtained by them  covering the
Premises,  the  Building and  contents  therein,  a waiver by the insurer of all
right of  subrogation  against the other in  connection  with any loss or damage
thereby insured against. Any additional premium for such waiver shall be paid by
the primary insured.  To the full extent  permitted by law,  Landlord and Tenant
each  waives  all  right of  recovery  against  the  other  (and  any  officers,
directors,  partners,  employees,  agents and representatives of the other), and
agrees to  release  the other from  liability,  for loss or damage to the extent
such loss or damage is covered by valid insurance,  in effect covering the party
seeking  recovery  at the time of such loss or damage or would be covered by the
insurance  required  to be  maintained  under  this  Lease by the party  seeking
recovery.  If the release of either party, as set forth above, should contravene
any law with respect to  exculpatory  agreements,  the liability of the party in
question shall be deemed not released but shall be secondary to the liability of
the other's insurer.

            14.5  Evidence of Insurance. On or before the Commencement Date and,
thereafter,  prior to the expiration of the insurance policy in question, Tenant
shall  deliver to Landlord a certificate  of insurance  issued by the insurer or
its agent, together with evidence satisfactory to Landlord of the payment of all
premiums  for  such  policy,  as to each  policy  of  insurance  required  to be
maintained by Tenant under this Lease.

      15.   SUBORDINATION AND ATTORNMENT.  This Lease is subject and subordinate
to the lien or security  title of any  presently  existing or hereafter  created
Mortgage,  and to all existing recorded restrictions,  covenants,  easements and
agreements with respect to the Project,  or any part thereof,  and all renewals,
extensions,   amendments,    modifications   and   restatements   thereof.   The
subordination  created hereby is self-operative  and no further instrument shall
be required to effect such  subordination  of this Lease.  Nevertheless,  Tenant
agrees to execute such documents as Landlord may reasonably  request to evidence
and memorialize such subordination. If the interest of Landlord under this Lease
shall be  transferred  by reason of exercise of a power of sale,  foreclosure or
other  proceeding for enforcement of any Mortgage,  Tenant shall be bound to the
transferee  (hereinafter  referred to as the "Purchaser"),  at the option of the
Purchaser,  under the  terms,  covenants  and  conditions  of this Lease for the
balance of the Term  remaining,  and any  extensions or renewals,  with the same
force and effect as if the  Purchaser  were the  "landlord"  hereunder,  and, if
requested by the Purchaser,  Tenant shall attorn to such Purchaser and agrees to
be bound and obligated  hereunder to the Purchaser as the "landlord"  under this
Lease.  The  foregoing  provisions  are  self-operative  and  require no further
instruments  to give  effect  thereto;  provided,  however,  that  Tenant  shall
promptly  execute and deliver any instrument  that such Purchaser may reasonably
request:  (a)  evidencing  such  attornment;  (b)  setting  forth  the terms and
conditions  of  Tenant's  tenancy;  and (c)  containing  such  other  terms  and
conditions  as may be  required  by such  Purchaser,  provided  such  terms  and
conditions  do not increase the Rent of otherwise  increase or adversely  affect
Tenant's  obligations  hereunder or adversely  affect Tenant's rights under this

      16.   DEFAULT.  The occurrence of any of the following shall constitute an
event of default hereunder by Tenant (each, an "Event of Default");

            16.1  Failure  to Pay  Rent.  The  Rent  payable  under  this  Lease
(including  any  Additional  Rent) or any sum of money due hereunder is not paid
when due,  and such  failure to pay  continues  for more than  fifteen (15) days
after written notice thereof from Landlord to Tenant


            16.2  Other Defaults. Tenant fails to observe, perform and keep each
and every one of the other covenants, agreements,  provisions,  stipulations and
conditions contained in this Lease to be observed, performed and kept by Tenant,
including, without limitation, the Rules and Regulations,  and, unless otherwise
specified herein,  such failure continues for thirty (30) days after notice from
Landlord  to Tenant  requiring  that  Tenant  correct  such  failure;  provided,
however,  that in the event any such failure is not  reasonably  susceptible  of
cure within such thirty (30) day period,  Tenant shall have a reasonable time to
cure such  failure,  provided  Tenant  commences  cure as soon as is  reasonably
possible, and prosecutes such cure diligently to completion.

      17.   REMEDIES.

            17.1  Landlord's  Remedies.  Upon  the  occurrence  and  during  the
continuance of an Event of Default,  Landlord may terminate this Lease by notice
in writing to Tenant (such termination to be effective forthwith,  or on a later
date stated in said notice,  if any),  and if  possession of the Premises is not
surrendered by Tenant, Landlord may enter into and upon the Premises or any part
thereof in the name of the whole and  repossess  the same.  In  addition  to the
foregoing  remedies,  Landlord shall have any other right or remedy available to
Landlord  on the  account  of any  Event of  Default  that has  occurred  and is
continuing to the extent that such other  remedies as are available at law or in
equity.  The  exercise by Landlord of any one or more of the rights and remedies
provided in this Lease shall not prevent the subsequent  exercise by Landlord of
one or more of the other rights and remedies  herein  provided.  Notwithstanding
anything to the contrary provided herein,  Landlord shall use reasonable efforts
to  mitigate  any  damages  its  suffers  as a  result  of  the  occurrence  and
continuance of an Event of Default hereunder.

            17.2  Survival.  The  foregoing  provisions of this Section 17 shall
survive the  expiration or earlier  termination of this Lease and shall apply to
any renewal or extension of this Lease.

      18.   QUIET ENJOYMENT.  Landlord  covenants that it has the full right and
authority  to enter  into this  Lease and that  Tenant,  while  paying  Rent and
performing  its other  covenants and agreements  contained in this Lease,  shall
peaceably  and quietly  have,  hold and enjoy the  Premises for the Term without
hindrance or disturbance  from Landlord,  subject to the terms and provisions of
this Lease.

      19.   SURRENDER OF PREMISES.  At the expiration or any earlier termination
of this Lease,  Tenant shall  peacefully  vacate and  surrender the Premises and
keys thereto to Landlord in good order, broom clean and in the same condition as
at  commencement  of the Term  (including  the  removal  of any  alterations  in
accordance with the provisions of Section 9.3),  ordinary wear and tear, loss by
fire or other casualty and Condemnation excepted.

      20.   HOLDING OVER.  Should Tenant continue to hold the Premises after the
expiration  or earlier  termination  of this Lease,  such holding  over,  unless
otherwise agreed to by Landlord in writing, shall constitute and be construed as
a tenancy at sufferance  and not a tenancy at will, at monthly  installments  of
Rent equal to one hundred  fifty percent  (150%) of the monthly  portion of Base
Rent in effect as of the Lease  Expiration Date or date of earlier  termination,
as the case may be, and, subject to all of the other terms, charges and expenses
set forth herein. No holding over by Tenant,  whether with or without consent of
Landlord,  shall  operate  to  extend  or renew  the Term  except  as  otherwise
expressly  provided in a written agreement executed by both Landlord and Tenant.
The  provisions  of this  Section 20 shall  survive  the  expiration  or earlier
termination of this Lease.

      21.   NOTICES.  Except for legal  process,  which may also be served as by
law provided any notice or communication  required or permitted  hereunder shall
be in writing and shall be sent either by: (a) personal  delivery  service  with
charges therefor billed to shipper; (b) nationally recognized overnight


delivery  service (such as Federal  Express,  United Parcel  Service,  Airborne,
etc.) with  charges  therefor  billed to  shipper,  or (c) United  States  Mail,
postage prepaid,  registered or certified mail,  return receipt  requested.  Any
notice  or  communication  sent as  above  provided  shall  be  deemed  given or
delivered:  (i) upon receipt,  if  personally  delivered  (provided  delivery is
confirmed by the courier delivery service);  (ii) on the date of delivery by any
nationally  recognized  overnight  delivery service;  or (iii) if sent by United
States Mail, on the date appearing on the return receipt  therefor,  or if there
is no date on such return receipt,  the receipt date shall be presumed to be the
postmark  date  appearing on such return  receipt.  Any notice or  communication
which  cannot be delivered  because of failure to provide  notice of a change of
address as herein  provided or for which  delivery is refused shall be deemed to
have been given and  received on the date of attempted  delivery.  Any notice or
communication  required or permitted hereunder shall be addressed to Landlord at
Landlord's Address and to Tenant at Tenant's Address, or at such other addresses
as  Landlord  or Tenant  may have  designated  by  notice to the other  given as
provided above.


            22.1  Brokers.  Landlord and Tenant each  represent and warrant that
there are no claims for  brokerage  commissions  or finder's  fees in connection
with the execution of this Lease and each of the parties agrees to indemnify the
other  against and hold it harmless from all  liabilities  arising from any such
claim  (including  without  limitations,  the cost of counsel fees in connection
therewith) of any broker engaged by such party.

            22.2  Survival.  The provisions of this Section 22 shall survive the
expiration or earlier termination of this Lease.

      23.   TAXES  PAYABLE BY TENANT.  Tenant  covenants and agrees to be liable
for and pay in a timely  manner  all taxes and  assessments  levied or  assessed
against Tenant's Property.

      24.   SIGNAGE.  Landlord  agrees  that  Tenant's  name shall be  initially
listed on the Building  directory  at no cost or expense to Tenant. Tenant shall
not place any signs,  decals or other  materials upon the windows or suite doors
of the  Premises,  nor on the exterior  walls of the Premises  without the prior
written consent of Landlord,  not to be unreasonably,  withheld,  conditioned or

      25.   AUTHORITY.  Landlord  and Tenant each hereby  represent to the other
party that it has capacity and authority to enter into this Lease.

      26.   RULES AND  REGULATIONS.  Landlord may hereafter,  from time to time,
adopt and promulgate  additional  rules and  regulations  for the government and
management of the Building as Landlord may reasonably  determine to be necessary
and all such additional rules and regulations  shall be deemed to be part of the
Rules and Regulations.  During the Term of this Lease, Tenant shall at all times
comply with the Rules and Regulations and shall ensure compliance with the Rules
and  Regulations  by Tenant's  employees,  agents,  contractors,  customers  and
visitors.  Landlord  agrees  that  all  such  Rules  and  Regulations  shall  be
non-discriminatory  in  substance  and  in  application  to the  tenants  of the
Building.  In the  case  of any  conflict  between  the  Rules  and  Regulations
established  by Landlord  and this  Lease,  the  provisions  of this Lease shall
control.  Landlord  hereby  represents and warrants that the prior tenant of the
Premises,  Internet Commerce Services, Inc., was in compliance at all times with
the Rules and Regulations.

      27.   MISCELLANEOUS.

            27.1  Landlord  and Tenant.  "Landlord"  as used in this Lease shall
include the first party named in this Lease,  and its  representatives,  assigns
and successors in title to the Premises.


"Tenant"  shall  include the second party named in this Lease,  and his, hers or
its heirs and  representatives,  and if this Lease shall be validly  assigned or
sublet,  shall include also Tenant's assignees or subtenants,  as to the portion
of the Premises covered by such assignment or sublease.

            27.2  Terminology.  Words of any gender  used in this Lease shall be
held and construed to include any other gender and words in the singular  number
shall be held to include the plural, unless the context otherwise requires.

            27.3  Successors.  The terms,  provisions,  covenants and conditions
contained  in this Lease shall apply to,  inure to the benefit of and be binding
upon the parties hereto and upon their respective heirs, legal  representatives,
successors and permitted assigns.

            27.4  Captions.   The  captions  inserted  in  this  Lease  are  for
convenience only and in no way define,  limit or otherwise describe the scope or
intent  of  this  Lease,  or any  provision  hereof,  or in any way  affect  the
interpretation of this Lease.

            27.5  No  Modification.  This Lease may not be  altered,  changed or
amended except by an instrument in writing signed by both parties hereto.

            27.6  Severability.  If any  clause or  provision  of this  Lease is
illegal,  invalid or  unenforceable  under present or future Legal  Requirements
effective  during the Term,  then and in that event it is the  intention  of the
parties  hereto that the remainder of this Lease shall not be affected  thereby,
and it is also the  intention of the parties to this Lease that, in lieu of each
clause or  provision  of this Lease that is illegal,  invalid or  unenforceable,
there be added as a part  of  this  Lease  contract  a clause  or  provision  as
similar in terms to such illegal,  invalid or unenforceable  clause or provision
as may be possible and that is legal, valid and enforceable.

            27.7  Time of Essence.  Time is of the essence of this Lease and all
of its provisions.

            27.8  Entire Agreement.  This Lease and the Exhibits attached hereto
set forth the entire agreement  between the parties and all prior  negotiations,
arrangements, brochures, agreements and understandings, if any, between Landlord
and Tenant regarding the subject matter of this Lease.

            27.9  Governing  Law.  This Lease shall be governed by and construed
under the laws of the State of  California.  Should any  provision of this Lease
require judicial interpretation,  Landlord and Tenant hereby agree and stipulate
that the court  interpreting or considering same shall not apply the presumption
that the terms hereof shall be more strictly construed against a party by reason
of any rule or  conclusion  that a document  should be construed  more  strictly
against the party who itself or through its agent  prepared  the same,  it being
agreed that all parties  hereto have  participated  in the  preparation  of this
Lease and that each party had full  opportunity  to consult legal counsel of its
choice before the execution of this Lease.

            27.10 No  Waiver.  No Event of Default  or  provision  of this Lease
shall be deemed to have been waived by Landlord unless such waiver is in writing
and signed by  Landlord.  No custom or practice  which may  develop  between the
parties in  connection  with the terms of this Lease shall be construed to waive
or lessen  Landlord's  right to insist upon strict  performance  of the terms of
this Lease without a written notice thereof to Tenant.

            27.11 Force Majeure.  Whenever a period of time is herein prescribed
for action to be taken by Landlord or Tenant,  the applicable party shall not be
liable or responsible  for, and there shall be excluded from the computation for
any such period of time, any delays due to "Force Majeure," which


term shall include strikes, riots, acts of God, war, terrorism,  bioterrorism or
governmental laws, regulations and restrictions,  or any other cause of any kind
whatsoever which is beyond the reasonable control of such party.

            27.12 Memorandum  of  Lease.  At the  request  of  either  party,  a
memorandum  of  lease  with  respect  to this  Lease  will be  recorded,  at the
requesting  party's  expense,  in the office of the recorder for Placer  County,
California  for the purpose of giving record notice of the existence and term of
this Lease.

            27.14 Performance  of Landlord's  Obligations.  If Landlord fails to
perform its obligations and covenants hereunder,  and if such failure to perform
continues  for fifteen (15) days after  written  notice from Tenant to Landlord,
Tenant may, but shall not be obligated to, perform such obligations and Landlord
shall  reimburse   Tenant  for  any  expenditures  of  Tenant  related  to  such
performance  within ten (10) days of receipt of an invoice  from  Tenant for the
same. Until Landlord fully reimburses Tenant for such  expenditures,  Tenant may
setoff such costs  against any Rent payable  under this Lease until Tenant shall
have fully recovered its expenditures relating to such performance.

            27.15 Interest. Any amounts past due under this Lease to Landlord or
Tenant that remain past due for more than ten (10) days after written  notice to
the  delinquent  party  indicating  that such  amounts are past due shall accrue
interest at a rate equal to the lesser of twelve  percent (12%) per annum or the
highest  interest rate then permitted under applicable law. The delinquent party
shall pay such interest charges along with the payment of the past-due amount.

            27.16 Estoppel  Certificate.  Upon Landlord's request,  Tenant shall
execute and deliver to Landlord, within fifteen (15) days after Tenant's receipt
of such request a statement in writing, in a form generally  consistent with the
requirements of institutional  lenders and prudent purchasers,  certifying:  (i)
that this Lease is in full force and effect and  unmodified  (or,  if there have
been  modifications,  that the same is in full force and effect as modified  and
stating  the  modifications);  (ii) the dates to which  the Rent has been  paid;
(iii) that,  to the  knowledge of Tenant,  Landlord is not then in default under
this  Lease;  and (iv) such other  matters  as may be  reasonably  requested  by

                            [Signature Page Follows]


      IN WITNESS  WHEREOF,  the parties have  hereunto set their hands and seals
the day and year first above written.


                                           ICS ENTERTAINMENT, INC.,
                                           a Delaware corporation

                                           By: /s/ ICS Entertainment, Inc.


                                           JOSEPH H. LACKEY, an individual
                                           residing in the state of California

                                           By: _________________________________
                                               Joseph H. Lackey

                        [Signature Page to Rocklin Lease]


      IN WITNESS  WHEREOF,  the parties have  hereunto set their hands and seals
the day and year first above written.


                                           ICS ENTERTAINMENT, INC.,
                                           a Delaware corporation

                                           By: /s/ ICS Entertainment, Inc.


                                           JOSEPH H. LACKEY, an individual
                                           residing in the state of California

                                           By: /s/ Joseph H. Lackey
                                               Joseph H. Lackey

                        [Signature Page to Rocklin Lease]


                                   EXHIBIT "A"

                              RULES AND REGULATIONS

To be provided to Tenant by Landlord  within three (3) days of the  Commencement