STANDARD MULTI-TENANT OFFICE LEASE-GROSS

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION



1. BASIC PROVISIONS ("Basic Provisions").



         1.1 PARTIES: This Lease ("Lease") dated for reference purposes only

AUGUST 6, 2002, is made by and between ________________DBKK, LLC________________

________________________________________________________________________________

______________________________________________________________________("Lessor")

and __________________________TAGZ INC._________________________________________

_____________________________________________("Lessee"), (collectively the

"Parties", or individually a "Party").



         1.2 (a) PREMISES: That certain portion of the Project (as defined

below), known as Suite Number(s): 1ST FLOOR floor(s), consisting of

approximately 6954 rentable square feet and approximately 6954 useable square

feet ("Premises"). The Premises are located at: 9478 W. OLYMPIC BLVD., in the

City of BEVERLY HILLS, County of LOS ANGELES, State of CALIFORNIA, with zip code

90212. In addition to Lessee's rights to use and occupy the Premises as

hereinafter specified, Lessee shall have non-exclusive rights to the Common

Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall

not have any rights to the roof, the exterior walls, the area above the dropped

ceilings, or the utility raceways of the building containing the Premises

("Building") or to any other buildings in the Project. The Premises, the

Building, the Common Areas, the land upon which they are located, along with all

other buildings and improvements thereon, are herein collectively referred to as

the "Project." The Project consists of approximately 21,438 rentable square

feet. (See also Paragraph 2)



         1.2 (b) PARKING: 13 unreserved and 2 reserved vehicle parking spaces at

a monthly cost of $90 per unreserved space and $57.50 per reserved space. (See

Paragraph 2.6)



         1.3 TERM: five (5) years and 0 months ("Original Term") commencing

October 1st 2002 ("Commencement Date") and ending SEPTEMBER 30, 2007

("Expiration Date"). (See also Paragraph 3)



         1.4 EARLY POSSESSION: CURRENT TENANT ("Early Possession Date"). (See

also Paragraphs 3.2 and 3.3)



         1.5 BASE RENT: $15,646.50 per month ("Base Rent"), payable on the 1ST

day of each month commencing OCTOBER 1ST 2002. (See also Paragraph 4)

[X] If this box is checked, there are provisions in this Lease for the Base Rent

to be adjusted.



         1.6 LESSEE'S SHARE OF OPERATING EXPENSE INCREASE: THIRTY TWO percent

(32%) ("Lessee's Share"). Lessee's Share has bean calculated by dividing the

approximate rentable square footage of the Premises by the total approximate

square footage of the rentable space contained in the Project and shall not be

subject to revision except in connection with an actual change in the size of

the Premises or a change in the space available for lease in the Project.



         1.7 BASE RENT AND OTHER MONIES PAID UPON EXECUTION:

                  (a)      Base Rent: $15,646.50 for the period ONE (1) YEAR

                           "CPI" ONLY.

                  (b)      Security Deposit: $11,472.70 (Security Deposit). (See

                           also Paragraph 5)

                  (c)      Parking: $115.00 for the period FIVE YEARS.

                  (d)      Other: $90.00 for EACH PARKING SPACE - UP TO ADDITION

                           13 SPACES.

                  (e)      Total Due Upon Execution of this Lease: $15,646.50.



         1.8 AGREED USE: TANGIBLE ASSETS & GALLERIES. (See also Paragraph 6)



         1.9 BASE YEAR; INSURING PARTY. The Base Year is 2002. Lessor is

"Insuring Party". (See also Paragraphs 4.2 and 8)



         1.10 REAL ESTATE BROKERS: (See also Paragraph 15)

                  (a) REPRESENTATION: The following real estate brokers (the

"Brokers") and brokerage relationships exist in this transaction (check

applicable boxes):

[ ] _________________________ represents Lessor exclusively ("Lessor's Broker");

[ ] ______________________ represents Lessee exclusively ("Lessee's Broker"); or

[X] BEVERLY HILLS REALTY GROUP represents both Lessor and Lessee ("Dual

Agency").







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                  (b) PAYMENT TO BROKERS: Upon execution and delivery of this

Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed

to in a separate written agreement (or if there is no such agreement, the sum of

0 or 0% of the total Base Rent for the brokerage services rendered by the

Brokers).



         1.11 GUARANTOR: The obligations of the Lessee under this Lease shall be

guaranteed by SILVANO DIGENOVA ("Guarantor"). (See also Paragraph 37)



         1.12 BUSINESS HOURS FOR THE BUILDING: 8 a.m., to 6 p.m., Monday through

Friday (except Building Holidays) and 9 a.m. to 1 p.m. on Saturday (except

Building Holidays). "Building Holidays" shall mean the dates of observation of

New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day,

Thanksgiving Day, Christmas Day, and _________________________.



         1.13 LESSOR SUPPLIED SERVICES. Notwithstanding the provisions of

Paragraph 11.1, Lessor is NOT obligated to provide the following:

[X]      Janitorial services

[X]      Electricity

[ ]      Other (specify):_______________________________________________________



         1.14 ATTACHMENTS. Attached hereto are the following, all of which

constitute a part of this Lease:



[X]      an Addendum consisting of Paragraphs 1.5A through 1.5B;

[ ]      a plot plan depicting the Premises;

[X]      a current set of the Rules and Regulations;

[ ]      a Work Letter;

[ ]      a janitorial schedule;

[ ]      other (specify):_______________________________________________________

________________________________________________________________________________



2 PREMISES.



         2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases

from Lessor, the Premises, for the term, at the rental, and upon all of the

terms, covenants and conditions set forth in this Lease. Unless otherwise

provided herein, any statement of size set forth in this Lease, or that may have

been used in calculating Rent, is an approximation which the Parties agree is

reasonable and any payments based thereon are not subject to revision whether or

not the actual size is more or less. Note: Lessee is advised to verify the

actual size prior to executing this Lease.



         2.2 CONDITION. Lessor shall deliver the Premises to Lessee in a clean

condition on the Commencement Date or the Early Possession Date, whichever first

occurs ("Start Date"), and warrants that the existing electrical, plumbing, fire

sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),

and all other items which the Lessor is obligated to construct pursuant to the

Work Letter attached hereto, if any, other than those constructed by Lessee,

shall be in good operating condition on said date.



         2.3 COMPLIANCE. Lessor warrants that the improvements comprising the

Premises and the Common Areas comply with the building codes that were in effect

at the time that each such improvement, or portion thereof, was constructed, and

also with all applicable



/s/

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Initials                                                                Initials

                                     PAGE 1







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laws, covenants or restrictions of record, regulations, and ordinances

("Applicable Requirements") in effect on the Start Date. Said warranty does not

apply to the use to which Lessee will put the Premises, modifications which may

be required by the Americans with Disabilities Act or any similar laws as a

result of Lessee's use (see Paragraph 50), or to any Alterations or Utility

Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee.

NOTE: Lessee is responsible for determining whether or not the zoning and other

Applicable Requirements are appropriate for Lessee's intended use, and

acknowledges that past uses of the Premises may no longer be allowed. If the

Premises do not comply with said warranty, Lessor shall, except as otherwise

provided, promptly after receipt of written notice from Lessee setting forth

with specificity the nature and extent of such non-compliance, rectify the same.

If the Applicable Requirements are hereafter changed so as to require during the

term of this Lease the construction of an addition to or an alteration of the

Premises, the remediation of any Hazardous Substance, or the reinforcement or

other physical modification of the Premises ("Capital Expenditure"), Lessor and

Lessee shall allocate the cost of such work as follows:



                  (a) Subject to Paragraph 2.3(c) below, if such Capital

Expenditures are required as a result of the specific and unique use of the

Premises by Lessee as compared with uses by tenants in general, Lessee shall be

fully responsible for the cost thereof, provided, however, that if such Capital

Expenditure is required during the last 2 years of this Lease and the cost

thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease

unless Lessor notifies Lessee, in writing, within 10 days after receipt of

Lessee's termination notice that Lessor has elected to pay the difference

between the actual cost thereof and the amount equal to 6 months' Base Rent. If

Lessee elects termination, Lessee shall immediately cease the use of the

Premises which requires such Capital Expenditure and deliver to Lessor written

notice specifying a termination date at least 90 days thereafter. Such

termination date shall, however, in no event be earlier than the last day that

Lessee could legally utilize the Premises without commencing such Capital

Expenditure.



                  (b) If such Capital Expenditure is not the result of the

specific and unique use of the Premises by Lessee (such as, governmentally

mandated seismic modifications), then Lessor and Lessee shall allocate the cost

of such Capital Expenditure as follows: Lessor shall advance the funds necessary

for such Capital Expenditure but Lessee shall be obligated to pay, each month

during the remainder of the term of this Lease, on the date on which Base Rent

is due, an amount equal to the product of multiplying Lessee's share of the cost

of such Capital Expenditure (the percentage specified in Paragraph 1.6 by a

fraction, the numerator of which is one, and the denominator of which is 144

(ie. 1/144th of the cost per month)). Lessee shall pay interest on the

unamortized balance of Lessee's share at a rate that is commercially reasonable

in the judgment of Lessor's accountants. Lessee may, however, prepay its

obligation at any time. Provided, however, that if such Capital Expenditure is

required during the last 2 years of this Lease or if Lessor reasonably

determines that it is not economically feasible to pay its share thereof, Lessor

shall have the option to terminate this Lease upon 90 days prior written notice

to Lessee unless Lessee notifies Lessor, in writing, within 10 days after

receipt of Lessor's termination notice that Lessee will pay for such Capital

Expenditure. If Lessor does not elect to terminate, and fails to tender its

share of any such Capital Expenditure, Lessee may advance such funds and deduct

same, with Interest, from Rent until Lessor's share of such costs have been

fully paid. If Lessee is unable to finance Lessor's share, or if the balance of

the Rent due and payable for the remainder of this Lease is not sufficient to

fully reimburse Lessee on an offset basis, Lessee shall have the right to

terminate this Lease upon 30 days written notice to Lessor.



                  (c) Notwithstanding the above, the provisions concerning

Capital Expenditures are intended to apply only to non-voluntary, unexpected,

and new Applicable Requirements. If the Capital Expenditures are instead

triggered by Lessee as a result of an actual or proposed change in use, change

in intensity of use, or modification to the Premises then, and in that event,

Lessee shall be fully responsible for the cost thereof, and Lessee shall not

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