SECOND AMENDMENT TO OFFICE LEASE

Exhibit 10.5

EXECUTED
ORIGINAL

SECOND AMENDMENT TO OFFICE LEASE

     This SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made and entered into as of the 8 ^th day of November, 2002, by and between LEXINGTON SAN VICENTE ASSOCIATES, LLC, a California limited liability company (“Landlord”), and EQUITY MARKETING, INC. a Delaware corporation (“Tenant”).

R E C I T A L S :

     A. Miracle Mile, L.L.C., a Delaware limited liability company, predecessor-in-interest to Landlord, and Tenant entered into that certain Office Lease, dated July 17, 1998 (the “Office Lease”), as amended by that certain First Amendment to Office Lease dated February 9, 1999 (the “First Amendment”) (the Office Lease and the First Amendment are hereafter collectively referred to herein as the “Lease”), whereby Landlord leased to Tenant and Tenant leased from Landlord those certain premises consisting of approximately 57,128 rentable square feet (the “Premises”) located on the first (1 ^st ), third (3 ^rd ), fourth (4 ^th ) and fifth (5 ^th ) floors of that certain office building located at 6330 San Vicente Boulevard, Los Angeles, California (“Building”).

     B. Landlord and Tenant desire to extend the term of the Lease and make modifications to the Lease.

A G R E E M E N T :

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

      1.  Capitalized Terms . All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expressly superseded by the terms of this Second Amendment.

      2.  Extension of Term . Landlord and Tenant acknowledge that the Lease Term is scheduled to expire on December 31, 2005, pursuant to the terms of the Lease. Notwithstanding anything to the contrary contained in the Lease, the Lease Term is hereby extended to and shall expire on December 31, 2009 (the “New Expiration Date”), unless otherwise extended or sooner terminated as provided in the Lease, as hereby amended. Notwithstanding anything contained in the Lease to the contrary, Landlord and Tenant hereby acknowledge and agree that (i) for all purposes under the Lease, the initial Lease Term under the Lease shall be deemed to expire on December 31, 2002, (ii) the period of time commencing on January 1, 2003 (the “New Term Commencement Date”) and terminating on the New Expiration Date shall be referred to herein as the “New Term,” and (iii) notwithstanding anything in Section 2.2 of the Office Lease to the contrary, Tenant shall have one (1) remaining Option Term, which shall be applicable following the expiration of the New Term, subject to and in accordance with the terms of Section 2.2 of the Office Lease.

      3.  Rent.

           3.1 Base Rent . Commencing on the New Term Commencement Date and continuing throughout the New Term, Tenant shall pay to Landlord monthly installments of Base Rent for the Premises as follows:

           3.2 Tenant’s Share of Direct Expenses . Throughout the New Term, Tenant shall continue to pay Tenant’s Share of Direct Expenses in accordance with the terms of the Lease; provided, however, that effective as of the New Term Commencement Date, the Base Year shall be the calendar year 2003.

           4. Improvements in the Premises . Landlord and Tenant hereby acknowledge and agree that Tenant is currently in occupancy of the Premises and, except as set forth in this Section 4, (i) Tenant shall continue to accept the Premises in its currently existing, “as-is” condition, and (ii) Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Further, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises or with respect to the suitability of any of the same for the conduct of Tenant’s business.

           4.1 Improvement Allowance . Tenant shall be entitled to a one-time allowance for the design, purchase and installation of improvements (the “Improvements”) which are affixed to certain portions of the Premises located on the first (1 ^st ) and fifth (5 ^th ) floors of the Building, as set forth on Exhibit A, attached hereto (the “Improvement Space”), in an amount equal to Two Hundred Thirty-Four Thousand and No/100 Dollars ($234,000.00) (the “Improvement Allowance”). Tenant’s construction and installation of the Improvements shall be made in accordance with the terms of Article 8 of the Office Lease. Notwithstanding anything contained in Section 4.3, below, to the contrary, in no event shall Landlord be obligated to disburse any portion of the Improvement Allowance before August 1, 2003; provided, however, that Tenant may incur costs related to the construction of the Improvements prior to August 1, 2003. In the event that the Improvement Allowance is not fully utilized by Tenant by August 1, 2005, then such unused amounts shall revert to Landlord and Tenant shall have no further rights with respect thereto.

           4.2 HVAC Work Allowance . In addition to the Improvement Allowance, Tenant shall be entitled to a one-time allowance for the cost of repairs of and maintenance to the Premises’ HVAC system (the “HVAC Work”), in an amount equal to Fifty Thousand and No/100 Dollars ($50,000.00) (the “HVAC Work Allowance”). The HVAC Work shall be completed by

Tenant in accordance with the terms of the Office Lease (including without limitation, Articles 7 and 8 thereof). In the event that the HVAC Work Allo