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Sectors: Specialty Retail
Effective Date: October 29, 1996
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THIS LEASE AGREEMENT, made and entered into this 29th day of October, 1996, by and between Magnolia Enterprises, Inc. hereinafter referred to as "Landlord", and, CD Warehouse, Inc. hereinafter referred to as "Tenant".


That for and in consideration of the rentals to be paid and other promises and covenants hereinafter set forth, Landlord does, by these presents, demise, lease and let unto Tenant that certain space, hereinafter referred to as "Leased Premises", representing approximately 800 net rentable square feet m.o.l. on the second floor located in the building at 722 N. Broadway, Oklahoma City, Oklahoma, subject to the provisions hereinafter contained for a Month to Month term beginning on the 29th day of October, 1996, upon the following terms and conditions:

Tenant agrees to pay Landlord at the address shown in paragraph XIV hereof, or at such other place as Landlord may hereafter designate in writing, as rental for said Leased Premises, the sum of six hundred and no/100 dollars ($600) per month, payable monthly in advance, with the first and last months' rental payable on the execution hereof. All rents are due and payable on the 1st day of each month. Any rents received on or after the 25th day of the month will be assessed a 5% late fee plus interest at 15% per annum from due date. Tenant agrees to pay the proportionate part of the monthly rental for such period between October 29th and October 31, 1996.

Tenant covenants and agrees as follows:

(a) To pay the Landlord the rental herein stipulated at the time and in the manner provided;

(b) To keep and maintain all portions of the Leased Premises including air conditioning and heating equipment and plate glass in as good condition as the same are turned over to Tenant, natural wear and tear alone excepted, and to deliver the premises to the Landlord in as good a state and condition as received by Tenant upon the termination of this lease;

(c) To promptly comply with and fulfill all obligations of the Ordinances of the City of Oklahoma City, Oklahoma, applicable to Leased Premises, and all orders and requirements imposed by said municipality or the laws of the State of Oklahoma imposed in connection with Tenant's activities contemplated or hereafter conducted upon the Leased Premises by Tenant during the term

of this lease, at Tenant's own expense;

(d) To use the Leased Premises as executive offices and related services, and for no other purposes without the prior written consent of Landlord;

(e) To put no signs on the building that do not have the prior approval of Landlord in writing.

Landlord covenants and agrees as follows:

(a) That it has full right and authority to lease the Leased Premises upon the terms herein set out.

(b) That it will keep the exterior of the Leased Premises in good repair and will maintain, at its own expense, the parking lot, roof (except as stated in Paragraph IV), foundation and exterior walls of the building, and that it will deliver to the Tenant air conditioning and heating equipment in good working order.

(c) That Tenant, so long as no default exists in the payment of rent, or in the performance by Tenant of any of the other covenants and obligations contained herein shall peacefully and quietly hold and enjoy the Leased Premises for the term herein provided.

(d) That Tenant may assign this lease or sublet all or any part of the Leased Premises only with the prior written consent of the Landlord, providing that such assignment or subletting will in all respects be subject to the terms of this lease and that Tenant shall be obligated for the full performance of all of the covenants and obligations of this lease and the payment of all rentals provided for hereunder during the term of this lease. Should Tenant assign this lease or sublet the whole or any part of said premises without first obtaining the specific written consent of Landlord, neither the acceptance of rent by Landlord from Tenant or from other persons thereafter, nor failure on the part of Landlord for any particular period to take action on account of such breach, or to enforce its rights, shall be a continuing breach for so long as such subtenancy or occupancy continues.

(e) That Landlord will pay all real estate taxes with respect to the Leased Premises and Tenant will pay all taxes with respect to his property located on the Leased Premises.

(a) It is understood and agreed that Tenant will not make any alterations or changes to the

Leased Premises without the express written consent of the Landlord. If alterations or changes to the Leased Premises are made by Tenant with the written consent of the Landlord, it shall be then determined and expressly stated in said written consent as to whether said alterations and improvements to be made by Tenant shall be and become a part of the Leased Premises, or be removable by Tenant, or whether Tenant shall be entitled to reimbursement; otherwise such alterations and/or improvements shall become a part of the Leased Premises. If Tenant makes any penetrations through the roof for exhaust fans or any other purpose, Tenant then becomes responsible for all roof problems caused by these penetrations. Landlord, along with its contractors, will be the sole judge of what causes the le
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