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California-Vacaville-1691 East Monte Vista Avenue Lease - Flying Squirrel Entertainment LLC and Renaissance Entertainment Corp.

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                                LEASE AGREEMENT

This lease agreement shall be between Flying Squirrel Entertainment LLC,
located at 2443 Fillmore Street Suite 310 San Francisco, Ca. 94115, herein
after referred to as FSE and Renaissance Entertainment Corporation located at
P.O. Box 7110, Nut Tree, Ca. 95696, herein after referred to as REC.

REC is desirous of leasing certain lands owned by FSE located at the Nut Tree
property, 1691 E. Monte Vista Avenue Vacaville, California 95688 for the
purpose of parking cars on these lands during the period between
approximately September 1st, 2001 and October 15th, 2001 during the operation
of the event known as the Renaissance Faire presented by REC, herein after
referred to as the Event.

FSE agrees to lease these lands to REC under the following terms and


1.0   Approximately 16 acres of land adjacent to and surrounding the Nut Tree
      Stadium located at 1691 E. Monte Vista Avenue Vacaville, Ca. 95688 and
      additional lands of which FSE holds an easement over on the Nut Tree
      property in Vacaville, Ca. 95688 which constitutes approximately 10
      acres directly behind E. Monte Vista Avenue Vacaville, Ca. 95688 in
      addition to the 16 acres described above.


2.0   REC shall tender the sum of $150,000 (one hundred and fifty thousand
      dollars) to FSE in exchange for the leasing of these lands from FSE.


3.0   The lease payment shall be made as follows:

      a.  $150,000 on or before November 15th, 2000


4.0   This lease shall have a term, which shall run only for the period of
      time during which REC runs the Event, which is approximately eight
      weeks long during the calendar months of September and October 2001 and
      in any event shall immediately terminate on October 15th, 2001.


5.0   The lands to be utilized by REC as described in this Lease Agreement
      shall be utilized strictly for and only for the usage of parking of
      cars for patrons in attendance to the Event operated by REC.

5.1   REC may not construct any buildings on this land other than a temporary
      structure that is used to collect parking revenues from patrons of the

                                   Page One


6.0   Should any preparation of the Land such as mowing, weed removal,
      scraping, stripping, compacting or any other form of land preparation
      be required to accommodate parking of patrons of REC to the Event be
      required, REC shall do so at its own expense.


7.0   At the conclusion of the term of this lease, REC shall return the land
      free of any garbage, temporary structures, automobiles and any other
      items that may have been placed on the Land by REC during the term of
      this Lease.


8.0   REC shall provide to FSE Proof of Insurance prior to the beginning of
      the Event of which this Insurance shall be a minimum of $3,000,000
      General Liability with $1,000,000 coverage per event and shall name as
      Additional Insured the following parties:

      a.  Flying Squirrel Entertainment LLC
      b.  Flying Squirrel Sports LLC
      c.  Solano Steelheads
      d.  Bruce Portner, individually


9.0   REC shall adhere to any and all applicable laws that may affect the
      usage of these Lands imposed by any City, State or Federal Agency.


10.0  REC accepts and acknowledges that the Land that is being leased to REC
      are lands that are used for the parking of patrons of the Nut Tree
      Stadium. It is understood and agreed by REC that during the period of
      time of this Lease it is possible that the Tenant, Solano Steelheads, a
      Professional Baseball Team, of the Nut Tree Stadium will be playing
      Regular or Post Season Games during the time of the Term of this Lease.
      In the event that the Solano Steelheads have any Regular or Post Season
      game operating during the Term of the Lease and specifically in any
      situation of which the operation of any game played by the Solano
      Steelheads shall take place on the day of a week in which REC is
      operating its Event, the following shall apply:

      a.  The Solano Steelheads shall schedule such game to start no sooner
          than 6:05 p.m.
      b.  REC shall ensure that a minimum of 80% of the leased lands are free
          of any automobiles which may be parked on these lands no later than
          5:30pm on the day of the Scheduled game to be played by the Solano

10.1  Should FSE schedule any other event to take place at the Nut Tree
      Stadium during the Term of this Lease of which such event falls on a
      day of the operation of the Event, FSE shall ensure that the starting
      time of any event that it may schedule shall not begin earlier than
      7:00pm that day.


11.0  Should any dispute arise between the parties of this Lease, such
      dispute shall be brought before Binding Arbitration. All parties shall
      agree to the results of Binding Arbitration and the results of the
      Binding Arbitration shall be final.

                                   Page Two



12.0  The laws of the State of California, County of Solano, California shall
      bind this Agreement.


13.0  REC shall hold harmless and defend FSE, Flying Squirrel Sports LLC,
      Solano Steelheads and Bruce Portner, individually from any claims
      arising from this Lease.


14.0  Addendum A shall be a part of the Body of this Lease Agreement.

BOTH parties have read and agreed to the terms and conditions as set forth,
do hereby agree to be bound by the terms of the Lease has attested to this
agreement by the signatures below:

/s/ Bruce Portner                       /s/ [ILLEGIBLE], CEO
------------------------------------    ------------------------------
Flying Squirrel Entertainment LLC       Renaissance Entertainment Corporation
by it's President
Bruce Portner

Date:  10/19, 2000

                                Page Three


                                  ADDENDUM A

Both Parties to this Lease Agreement understand and agree that REC must
receive approval from the City of Vacaville to lease or rent lands from the
City of Vacaville in order for REC to execute the Event as described in this
Lease Agreement.

Failure of REC to secure such lands from the City of Vacaville on or before
November 15th, 2000 shall make this Lease Agreement between FSE and REC
immediately Null and Void and REC shall have no obligations or
responsibilities to this Lease Agreement nor shall FSE attempt in any way to
enforce the Terms of the Lease Agreement.

Agreement by the City of Vacaville to rent or lease land to REC for the
execution of the Event as described in this Lease Agreement shall be
considered fulfilled and shall keep this Lease Agreement in full force
between FSE and REC based on any of the following agreements between REC and
the City of Vacaville being executed:

     a.  A Letter of Intent issued by the City of Vacaville for the renting
         or leasing of land between the City of Vacaville and REC for the
         execution of the Event.
     b.  A signed Lease Agreement between the City of Vacaville and REC for
         the rental or leasing of land for the execution of the Event.
     c.  Approval issued by the City Council of the City of Vacaville to
         enter into a Lease/Rental agreement of land owned by the City of
         Vacaville to execute the Event.

In the event that REC and the City of Vacaville enter into an agreement to
lease or rent lands owned by the City of Vacaville in an area outside of the
Nut Tree Property located in the City of Vacaville or the City of Vacaville
agrees to rent or lease lands on the Nut Tree Property owned by the City
which in anyway may deem the leasing of the lands owned by FSE not necessary
by REC, this agreement between the City of Vacaville and REC shall not cause
this lease to become Null and Void and the full terms and conditions of this
Lease Agreement shall remain in full force.

/s/ BP                                                       /s/ CSL
------                                                       --------
Initial                                                      Initial



                               FAX COVER SHEET

To:   Peter Level                                     [STAMP]
From: Bruce Portner
Re:   Lease of Nut Tree
Date: October 19, 2000

Dear Peter,

As discussed enclosed is a clean copy of the Lease Agreement. I see Dave Van
Kirk at 9:00am tomorrow and I would like to present to him a signed copy of
this Lease to "lock" in the City to the deal for the reasons discussed with
you today.

Please fax back the signed Lease Agreement to 707-452-7410.


                                  ADDENDUM A

                            CHANGE OF PAYMENT DATE

This document shall serve as an Addendum to the Lease Agreement between
Flying Squirrel Entertainment LLC and Renaissance Entertainment Corporation
signed between both parties on October 19th, 2000.

Flying Squirrel Entertainment LLC does hereby agree to change the date of
payment as identified in the above mentioned Lease Agreement from November
[ILLEGIBLE] November 29th, 2000.

This Addendum A is valid only for the change as identified above. All other
Terms and Conditions in the Lease Agreement shall remain the same.


/s/ Bruce Portner
Flying Squirrel Entertainment LLC
Bruce Portner

Dated: November 10th, 2000