OFFICE BUILDING LEASE



         This Office Building Lease (this "LEASE") is made as of the 9th day of

August, 2001, by and between RIVERVIEW ASSOCIATES LIMITED PARTNERSHIP, a Florida

limited partnership (the "LANDLORD"), and THE SOURCE INTERLINK COMPANIES., a

Missouri corporation (the "TENANT").



                                    RECITALS



         A. Landlord is the tenant under a Ground Lease as hereinafter defined

for certain real property more particularly described in EXHIBIT A attached

hereto (the "Land"), and intends to develop on a portion of the Ground Lease

Land a four (4) story office building referred to as Building Seven which

address shall be 27500 Riverview Center Blvd, Bonita Springs, Fl 34134,

(hereinafter referred to as "Building VII" or "Office Building") according to

the plans and specifications ("Plans and Specifications") attached hereto as

EXHIBIT B-1, as supplemented by EXHIBITS B-2 THROUGH B-4 as further described in

Section 4 herein, together with the parking structure and other improvements as

generally depicted on the site plan attached hereto as EXHIBIT C (hereinafter

referred to as "Office Building Project").



         B.       Tenant desires to lease certain space in Building VII.



         NOW, THEREFORE, in consideration of the premises and the mutual

promises contained herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree as

follows:



                                   AGREEMENTS:



1.       DEFINITIONS



         The following terms shall have the meanings set forth in this Section

1, unless the context otherwise requires:



         1.1 "ADDITIONAL RENT" means any rent payable by Tenant in addition to

Fixed Rent, as provided in Section 5 below.



         1.2 "COMMON AREAS" means all areas, facilities and systems within the

Office Building Project which are neither leased nor designated for lease to

tenants, but which are (or at any time hereafter may be) designated by Landlord

for the general use, benefit or convenience of tenants and permitted occupants

of the Office Building Project and their agents, employees, customers, suppliers

and other invitees.



         1.3 "GROUND LEASE" means a lease entitled "Net Lease And Agreement"

dated August 30, 2000, for the Ground Lease Land by and between John S. McGarvey

and Joanne H McGarvey, as ground lease landlord, and Riverview Associates

Limited Partnership, as ground lease tenant.



         1.4 "INTERIOR COMMON AREAS" means all lobbies, corridors, hallways,

elevator foyers, restrooms, mailrooms, mechanical and electrical rooms, janitor

closets and other Common Areas located in or about the Office Building.



         1.5 "LEASE DATE" means the date hereof.







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         1.6 "LEASE YEAR" means each consecutive twelve (12) month period

commencing on the Commencement Date.





         1.7 "LOAD FACTOR" means the factor, determined by Landlord, for

calculating a portion of the Interior Common Areas attributable to the Premises.

Landlord and Tenant acknowledge that the estimated Load Factor for Building and

the Premises is 10%, which was determined as follows: the total estimated square

footage area of the Interior Common Areas of Building VII, taken as the

numerator, divided by a denominator equal to the total estimated Useable Square

Feet of Building VII. The final Load Factor will be determined using the BOMA

method upon completion of the Office Building.



         1.8 "PREMISES" means that certain office space known Floors 3 and 4

which is identified on EXHIBIT D attached hereto (and are the two highest floors

in the Office Building), consisting of approximately 46,312 Usable Square Feet

(subject to adjustment as provided in Section 2.2 below) and 50,943 Rentable

Square Feet.



         1.9      "RENT" means Fixed Rent and Additional Rent.



         1.10 "RENTABLE AREA" means the sum of (i) the Usable Square Feet, plus

(ii) the amount arrived at multiplying the Usable Square Feet times the

applicable Load Factor which for the purposes of this Lease is agreed to be

50,943 square feet , unless adjusted as otherwise provided in this Lease.



         1.11 "RIVERVIEW CORPORATE CENTER" means the mixed use commercial office

park complex developed and operated of which the Office Building Project is a

part.



         1.12 "RIVERVIEW CORPORATE CENTER COMMON AREAS" means those areas used

in common with other office building projects within Riverview Corporate Center

including but not limited to roadways, walkways, sewer pump stations and storm

management systems, and parking areas. Building VII's proportion of this common

area expense shall be the percentage calculated by using the Rentable Area of

Building VII as the numerator and the total Rentable Area of all of the existing

buildings and those to be constructed to be constructed including building VII

at Riverview Corporate Center as the denominator.



         1.13 "TENANT DELAYS" means all delays resulting from acts and/or

omissions of Tenant, including, without limitation, (a) Tenant's failure to meet

the time milestones as may be reasonably established from time to time, (b)

Tenant's election to reasonably modify the Plans and Specifications as described

in Exhibit B, and/or (c) Tenant's delay in paying Landlord for the cost of

Tenant's Fitout in excess of the Plans and Specifications.



         1.14 "USABLE SQUARE FEET" means the number of square feet of usable

area as determined in accordance with applicable BOMA standards in effect as of

the Lease Date; provided, however, that any area on a floor occupied entirely by

a single tenant which would otherwise be Interior Common Areas shall instead

constitute Usable Square Feet of such tenant for all purposes under this Lease.

Landlord's architect's measurement shall be used, absent manifest error. The

parties agree that the Useable Square Feet of the Premises is 46,312, unless

adjusted as otherwise provided in this Lease.







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2.       LEASE OF PREMISES



         2.1 Landlord hereby leases to Tenant, and Tenant hereby leases from

Landlord, the Premises. Except as otherwise provided in this Lease, Tenant shall

also have the non-exclusive right to use the Common Areas and Riverview

Corporate Center Common Areas as provided in Section 13 below.



         2.2 The determination of the Usable Square Feet of the "as-built"

Premises shall be determined and certified by both Landlord's and Tenant's

architect using the BOMA method, which determination shall be subject to the

review and approval of Tenant's architect. If the certified Usable Square Feet

of the Premises differs from that set forth in Section 1.12 above, each of the

Fixed Rent, Load Factor, Rentable Area and Tenant's Share shall, if applicable,

be revised accordingly; provided, however the final Usable Square Feet shall not

exceed the amount set forth in this lease by more than two percent (2%).



         2.3 Landlord shall deliver possession of the Premises to Tenant

pursuant to the terms of Paragraph 4 hereof. Notwithstanding the foregoing,

Landlord will not be obligated to deliver possession of the Premises to Tenant

until Landlord has received from Tenant (i) the first installment of Fixed Rent,

(ii) a copy of certificates of each insurance policy required hereunder, and

(iii) a copy of Tenant's temporary or permanent certificate of occupancy from

Lee County, Florida.



         2.4 Tenant acknowledges that except as specifically set forth herein,

neither Landlord nor any agent of Landlord has made, except as may be

specifically set forth herein, any representation or warranty with respect to

the Premises, the Office Building, the Office Building Project (or any portion

thereof) or the suitability of any of the foregoing for the conduct of Tenant's

business.





3.       TERM



         3.1 The Premises are leased to Tenant for a term (the "TERM") of twelve

(12) years commencing upon the later of June 1, 2002 or the day following the

day when a temporary or permanent Certificate of Occupancy from Lee County is

issued and Tenant can reasonably and conveniently use and occupy the Premises

for the conduct of its ordinary business, even though minor decoration and

mechanical adjustments remain to be completed by the Landlord (the "COMMENCEMENT

DATE") and ending on the date that is the later to occur of May 31, 2014, or (a)

the day immediately preceding the twelfth (12th) anniversary of the Commencement

Date (the "TERMINATION DATE") or, if properly renewed in accordance herewith,

the last day of the applicable Renewal Term, or (b) the day upon which this

Lease is sooner terminated in accordance with the terms hereof. Landlord shall

use its reasonable best efforts to have the Commencement Date occur not later

than May 31, 2002 as further described in Section 4 hereof. In no event shall

Tenant be obligated to take possession of the Office Building if the following

have not been installed and in good working order: (a) building lobby, (b)

hallways on each floor in which Tenant is occupying space, including, without

limitation, the walls, ceiling and lighting, (c) all elevators HVAC, utilities

and plumbing service for the Premises, (d) in Tenant's space, all ceilings,

flooring, lighting, walls, partitions, doors and hardware, (e) Landlord has not

unreasonably interfered with Tenant's installation in the Premises of all

equipment necessary to operate Tenant's business.



         3.2 Within thirty (30) days of the Commencement Date, Landlord and

Tenant shall execute and deliver to each other a certificate ("Commencement Date

Certificate") in the form attached hereto as EXHIBIT E which shall: (i) confirm

the Commencement Date and Termination Date, and such other information as either

party shall reasonably request, and (ii) include a "punch list" of defects of

the Landlord's Work and the Tenant Fitout with respect to the Office Building.

Within sixty (60) days following the commencement date, the Landlord shall cause

the defects set forth on the punch list in such







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certificate to be corrected.



         3.3 Renewal Terms, if any, shall be governed by the provisions of

EXHIBIT F atTached hereto.



4.       LANDLORD CONSTRUCTION



         Landlord shall construct the Office Building and related parking garage

substantially in accordance with the plans and specifications prepared by Harry

Bopp, AIA dated July 13, 2001 and July 30, 2001 under project name "The Source

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