SPORTS ARENAS INC
FIRST AMENDMENT TO GROVE BOWL LEASE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>groveleaseamend1.txt
<DESCRIPTION>FIRST AMENDMENT TO GROVE BOWL LEASE
<TEXT>
                  FIRST AMENDMENT DATED AS OF NOVEMBER 1, 1996
                        to the LEASE AGREEMENT ("LEASE")
                       BETWEEN DP PARTNERSHIP ("LANDLORD")
                                       and
                  CABRILLO LANES, INC., a NEW YORK CORPORATION,
                     dba THE GROVE BOWLING CENTER ("TENANT")
                                    RECITALS

A.   Landlord and Tenant have  previously  entered into the Lease and Tenant has
     entered into possession of the premises.

B.   Tenant has requested  certain rent relief from the terms of the Lease. NOW,
     THEREFORE, Landlord and Tenant agree to amend the Lease as follows pursuant
     to this first amendment ("First Amendment").

     1.   Section 26 of the Lease is amended  by adding  the  following  Section
          26.2.

             "26.2  Notwithstanding anything set forth in Section 26.1, Landlord
                    hereby forgives and waives the obligation of the Tenant to
                    have paid, or to pay, any Promotion Fund charges for the
                    period July 1, 1993 through December 31, 1997; provided,
                    however, that Promotion Fund charges shall be reinstated as
                    of January 1, 1998 at the annual charge of Seven Thousand
                    Five Hundred and No/100 Dollars ($7,500.00) with the annual
                    adjustment increase set forth in Section 26.1 operating from
                    July 1, 1993 through December 31, 1997. The initial
                    quarterly payment will be due within ten days of billing on
                    or after January 1, 1998."


     2.   Section 19 of the Lease is amended  by adding  the  following  Section
          19.9.

             "19.9  The Tenant shall not be responsible for any CAM charge for
                    use of the Readerboard through December 31, 1997, but shall
                    be permitted use of the Readerboard through December 31,
                    1997 consistent with the usage of other tenants, and
                    provided that use of the Readerboard is not generally
                    discontinued for tenants."
         3.
          A.   Section  5.2 of the  Lease is  amended  by adding  the  following
               Section 5.2(b).

             "5.2(b) Commencing on November 1, 1996 and continuing through
                     October 31, 1998, Tenant shall have the right to defer up
                     to Six Thousand and No/100 Dollars ($6,000.00) per month of
                     Minimum Rent payable pursuant to Section 5.1. Such deferred
                     rent (sometimes called "Deferred Rent") shall be payable in
                     three equal installments of one-third (1/3) each of the
                     total amount deferred pursuant to this subsection, on
                     November 28, 1998, December 31, 1998 and January 31, 1999.
                     The failure to fully pay any such installment on the date
                     due shall (i) automatically cause the entire unpaid balance
                     of the Deferred Rent to become immediately due and payable
                     without any further notice or demand, and (ii) cause the
                     entire unpaid

          remaining balance of the additional rent payment described in Section
          5.2(a) (sometimes referred to as "Additional Rent") to become
          immediately due and payable as a single installment payment at the
          election of Landlord which may be exercised by written notice to
          Tenant."

     B.   Section  5.2 of the Lease is amended by adding the  following  Section
          5.2(c).

   5.2(c) special Termination Rights. If Tenant fails to pay any installment of
          the Deferred Rent (a "Deferred Rent Installment") when due (the date
          of which is referred to herein as the "Nonpayment Date"), one of the
          two following alternatives shall occur.

   l.     Tenant may cure its failure to timely pay such Deferred Rent
          installment by: (a) Tenant making a written "Payoff Offer" (as
          hereinafter defined) at any time prior to 10 days preceding a "Noticed
          Termination Date" (as hereinafter defined); (b) Landlord at its sole
          option accepting such Payoff Offer by written notice to Tenant prior
          to the first anniversary of the date of the Payoff Offer (the "Payoff
          Offer Anniversary"); and (c) Tenant paying to Landlord the "Payoff
          Amount" (as hereinafter defined) within 10 days after the effective
          date of Landlord's notice of acceptance. Thereafter, Landlord shall
          have no further right of remedy resulting from Tenant's failure to
          timely pay such Deferred Rent Installment and the Lease shall remain
          in full force and effect.

                                      or

   2.     Landlord may cause a "Special Termination" (as hereinafter defined) of
          this Lease and may seek and recover the "Special Remedy" (as
          hereinafter defined) as its sole and exclusive remedy, but only if
          either: (a) Tenant has not made a Payoff Offer by the 10th day prior
          to the Noticed Termination Date; or (b) if Tenant has made a Payoff
          Offer, Landlord has notified Tenant in writing prior to the Noticed
          Termination Date that Landlord has rejected the Payoff Offer. The
          election to cause a Special Termination shall be made at any time
          prior to the Payoff Offer Anniversary except as set forth in Section
          5.2(c)(4). If Landlord for any reason fails to cause a Special
          Termination by the Payoff Offer Anniversary: (a) Landlord shall be
          deemed to have accepted the Payoff Offer; (b) Tenant shall tender the
          Payoff Amount to Landlord within 10 days after the Payoff Offer
          Anniversary; and (c) thereafter, Landlord shall have no further right
          or remedy resulting from Tenant's failure to timely pay such Deferred
          Rent Installment and the Lease shall remain in full force and effect.

5.2        (c)(1) Special Termination of Lease. Providing Landlord is entitled
           to cause a Special Termination of this Lease, Landlord may terminate
           this Lease (which termination is referred to herein as a "Special
           Termination") by notice to Tenant specifying a termination date which
           is at least 30 days but not more than 45 days after the effective
           date of such notice (a "Noticed Termination Date"). Except as
           otherwise provided herein, this Lease shall terminate on such Noticed
           Termination Date, all of the rights of the Tenant in and to the
           Premises shall terminate on such Noticed Termination Date and such
           Special Termination shall operate as a compromise and buyout of both
           parties' rights and liabilities under the Lease. Pursuant to such
           Special Termination, Landlord may seek and recover the Special Remedy
           and Landlord and Tenant shall have all rights and remedies which
           exist under
                                       -2-
           the Lease upon a termination of the Lease, except that Tenant shall
           have no liability for future rental obligations under the Lease, and
           no liability for breaches or defaults which existed prior to the date
           of this First Amendment, except for breaches or defaults for physical
           injury to the Premises, including environmental contamination.
 5.2(c)(2) Payoff Offer. At any time between a Nonpayment Date and the date this
           Lease is terminated, Tenant may notify Landlord in writing of
           Tenant's readiness to pay (a "Payoff Offer") within ten days of such
           notice the entire balance of the Deferred Rent, together with ten
           percent (10%) interest per annum thereon from the Nonpayment Date
           until the date of such Payoff Offer (the "Payoff Amount").

 5.2(c)(3) Special Remedy. If Landlord is entitled to seek and recover the
           Special Remedy, Landlord as such "Special Remedy" may: (a) collect
           and receive the then existing balance remaining under the letter of
           credit established pursuant to Section 5.2 of the Lease (which
           original balance of $250,000 shall be deemed reduced for purposes of
           this section by $1,365.83 for each payment of $3,032.50 of Additional
           Rent which has been made by Tenant commencing on the 25th month of
           the Lease); (b) recover all sums due to Landlord for rent or other
           charges or sums required to be paid by Tenant under the terms of the
           Lease through the Noticed Termination Date except for the unpaid
           Deferred Rent; and (c) recover the interest portion of any unpaid
           regularly scheduled payment of Additional Rent accrued through the
           Noticed Termination Date (but not including any acceleration of any
           rents, including the Additional Rent, beyond the amount of the unpaid
           scheduled Additional Rent payments accrued through the Noticed
           Termination Date).

 5.2(c)(4) Failure to Timely Pay Payoff Amount. If Landlord accepts Tenant's
           Payoff Offer and Tenant fails to timely pay the Payoff Amount within
           10 days, interest shall be deemed to have run without interruption
           from the Nonpayment Date and Tenant shall have no further right to
           make a Payoff Offer and Landlord in its sole and absolute discretion
           may cause a Special Termination to occur at any time prior to the
           expiration of the Lease. Notwithstanding the foregoing, if Landlord
           thereafter accepts subsequent payment of the Deferred Rent and
           interest due thereon in full, Tenant's failure to pay the Deferred
           Rent Installment shall be deemed cured, Landlord shall have no
           further right or remedy resulting from Tenant's failure to timely pay
           such Deferred Rent Installment and the Lease shall remain in full
           force and effect.

C.  Except as otherwise specifically provided in paragraphs 3.A and 3.B, above,
    this Amendment shall in no way operate to reduce or subtract from the rights
    of the Landlord (and obligations of Tenant) with respect to the Additional
    Rent obligation of the Tenant pursuant to Section 5.2(a) of the Lease and
    the rights of Landlord with respect to the letter of credit benefiting
    Landlord as described in Section 5.2(a) of the Lease.

D.  If Tenant is in material default of this Lease pursuant to Section 20.1 of
    the Lease (including any default in the payment of rent, including the
    Additional Rent) other than as a result of a failure to timely pay the
    Deferred Rent, Landlord shall have all of its rights or remedies pursuant to
    Section 20.2 of this Lease for the default under Section 20.1. As part of
    the remedies under Section 20.2, Landlord shall also be entitled to recover
    all then unpaid Deferred Rent, whether or not Tenant has timely paid
    previously due Deferred Rent Installments.

4.  Tenant agrees to refrain from discussing with, or releasing to, any third
    party any information respecting the terms and conditions of this First
    Amendment, with the exception of its employees, consultants or lenders who
    reasonably require such information by reason of their business relationship
    with the Tenant, or as required by judicial proceedings or state or federal
    law. In particular, Tenant agrees not to discuss or reveal the terms and
    conditions of this First Amendment with or to any other tenants at the
    Marketplace at the Grove. Any violation of this provision shall constitute a
    noncurable material default under the Lease and shall entitle Landlord to
    exercise any and all remedies available to it, including its remedies set
    forth in Section 20.2 of the Lease.

5.  In the event that Tenant hereafter requests an assignment or subletting of
    the Lease, which Landlord approves pursuant to Section 15.3(a), the rent
    reductions and deferrals set forth in paragraphs 1 through 3 of this First
    Amendment shall not be affected, but any rent previously deferred pursuant
    to this First Amendment shall nonetheless be due and payable at the time of
    the consent of the assignment or subletting to the extent (but only to the
    extent) Tenant receives net cash proceeds from the transaction pursuant to
    which the assignment or subletting is being made. In connection with any
    request for consent to such assignment or subletting, and further provided
    that any of the Deferred Rent is still outstanding, Tenant shall provide
    Landlord with a copy of the transaction documentation and shall set forth
    the amount, if any, of any net cash proceeds anticipated by Tenant in
    connection with such transaction. In the event that Landlord is otherwise
    prepared to consent to such Sublease Agreement, the granting of such consent
    shall be conditioned upon Tenant assigning to Landlord all net cash proceeds
    of the transaction (if any) up to the amount of the outstanding Deferred
    Rent. Nothing set forth herein shall release the Tenant from any obligations
    with respect to the letter of credit described in Section 5.2 of the Lease.
    Further, nothing set forth herein shall be construed to reduce the amount of
    information which Landlord is entitled to receive from Tenant in connection
    with a proposed assignment or sublease irrespective of the existence of
    outstanding Deferred Rent.

6.  In connection with the request for rent relief referred to in Recital B of
    this First Amendment, Tenant has expressed or implied to Landlord that
    claims or offsets may exist in favor of Tenant against Landlord for various
    reasons, including the alleged failure of Landlord to revitalize the
    shopping center and the alleged failure to add various additional tenants to
    the shopping center. As a material part of the consideration to be received
    by Landlord under this First Amendment, Tenant, by execution of this First
    Amendment, hereby generally releases and discharges Landlord and its
    constituent partners and their respective officers, directors, shareholders,
    agents, representatives, attorneys, employees, both past, present and future
    ("Landlord's Representatives"), of and from any and all claims, debts,
    liabilities, obligations and causes of action of any kind or nature, whether
    known or unknown, based on, arising out of or connected with, either
    directly or indirectly, any term, provision, matter, fact, event or
    occurrence arising out of, related to or contained in the Lease (except for
    the obligations of Landlord expressly set forth in

      this First Amendment and Landlord's obligations expressly set forth in the
      Lease accruing subsequent to the execution of this Amendment) or to any
      landlord/tenant relationship between Tenant and Landlord based on any
      fact, matter or thing arising prior to the date of execution of this First
      Amendment.

      Without in any way limiting the generality of the foregoing, Tenant
      specifically agrees to release and discharge Landlord and Landlord's
      Representatives of and from any and all claims, debts, liabilities,
      obligations and causes of action of any kind or nature, whether known or
      unknown, for negligent or intentional misrepresentation, concealment,
      failure to disclose, fraud or any representations or other wrongdoing by
      Landlord or Landlord's Representatives regarding (a) the status of lease
      negotiations or execution of lease agreements, or likelihood of additional
      tenants at the shopping center, including, but not limited to, Wal-Mart or
      other anchor tenants; (b) the percentage or portion of space leased at the
      shopping center; (c) Tenant's ability or inability to change and/or modify
      the terms of the Lease through negotiation; (d) promotion and advertising
      of the shopping center, (e) representations regarding the adequacy of
      security at the shopping center and/or to the extent of criminal activity
      or other dangerous activities, including, but not limited to, the
      existence of gang activity; and (f) revitalizing of the shopping center.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED BY THEIR LEGAL COUNSEL AND
ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE 1542, WHICH PROVIDE AS
FOLLOWS:

A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at a time of executing the release, which, if
known by him, must have materially affected his settlement with the debtor.

THE TENANT, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT
IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW
PRINCIPLES OF SIMILAR Effect.

                          Tenant's Initials ___

It is understood and agreed by Tenant that although the facts with respect to
which this general release is given may hereafter turn out to be other than or
different from the facts now known, or believed by Tenant to be true, Tenant
hereby expressly assumes the risk of the facts turning out to be so different
and agrees that the foregoing general release shall be, in all respects,
effective and not subject to termination or rescission by any such difference in
facts. This general release shall bind all persons or business entities claiming
any rights under or through Tenant, whether stockholders or otherwise.

  7.  Tenant hereby acknowledges the possibility that Landlord may seek a
      modification of the shopping center which would possibly bring a Wal-Mart
      (leasing in excess of 100,000 square feet) to the shopping center. In
      connection with such possible modification, Landlord has advised Tenant of
      the following circumstances.

A.    Uncertainty of modification. The possible modification will be dependent
      on a number of circumstances which presently are uncertain, including, but
      not limited to, Wal-Mart's final determination whether or not to locate at
      the shopping center, which determination is at the sole election of
      Wal-Mart, it being recognized that Wal-Mart may well decide not to locate
      at the shopping center; the negotiation and the signing of a final lease
      with Wal-Mart; the technical and financial feasibility and success of
      accomplishing the modification; consent of various third parties; and
      achieving compliance with various governmental rules, regulations and
      procedures. Furthermore, Landlord advises Tenant that, even if Wal-Mart is
      added to the center, it is uncertain whether any additional tenants will
      be added to the center.

B.    Securing Wal-Mart as a tenant. As set forth above, the, Landlord hopes to
      lease in excess of 100,000 square feet of the shopping center to Wal-Mart.
      Based on lease negotiations to date, Wal-Mart may or will require the
      following items potentially requiring approval of other tenants.

        (i) Wal-Mart is desirous of establishing a "Wal-Mart Maintenance Area"
            which shall consist of the Wal-Mart premises and a certain
            delineated portion of the present common area of the shopping
            center, including a portion of the parking surrounding Wal-Mart.
            Wal-Mart is also desirous of individually paying the expenses of
            maintaining the Wal-Mart Maintenance Area, but not participating in
            other common area expenses of the shopping center. Accordingly, such
            an arrangement would mean that paragraph 19.3(b) of the Lease would
            need to be modified to exclude the costs of maintaining the Wal-Mart
            Maintenance Area from common area expenses and excluding Wal-Mart's
            square footage from the denominator of the fraction establishing
            Tenant's share of common area expenses, provided, however, there
            would be a cap on this as set forth in paragraph 8.C.(i) below.

       (ii) In connection with execution of the Wal-Mart lease, Landlord and
            Wal-Mart will execute and record a Declaration of Covenants,
            Conditions, Restrictions and Reciprocal Easements by and between
            Wal-Mart and Landlord (the "Wal-Mart CC&Rs").

       (iii) As part of its lease, Wal-Mart may provide for a mutual waiver of
            subrogation whereby Wal-Mart on the one hand and Landlord and all
            other tenants in the shopping center on the other hand (and the
            employees and agents of such tenants) provide for a mutual waiver of
            subrogation (i.e., a waiver of claims against the other for any loss
            or damage to any property (real or personal) owned by such parties
            and covered by insurance so as to preclude a paying insurance
            company from pursuing the tenants and Landlord).

C.   Dealings with City of San Diego. In connection with the  modification,  the
     following  transactions with the City (or similar ones) may take place upon
     the occurrence of various conditions.

     (i)  The City may acquire a  right-of-way  for the  potential  expansion of
          College Avenue.

     (ii) The City may acquire the  two-acre  sloped  triangle of vacant land on
          the north side of College Grove Drive.

     (iii)The City may lease as a potential  park-and-ride facility a portion of
          the  parking  area west of the Mann  Theaters  (it being noted that an
          area in that vicinity was  previously  designated  as a  park-and-ride
          facility in March 1988).

     (iv) Landlord will agree that there shall be no  discrimination  against or
          segregation  of any person,  or group of persons,  on account of race,
          color,  creed,  religion,  sex,  marital  status,  national  origin or
          ancestry  in the sale,  lease,  sublease,  transfer,  use,  occupancy,
          tenure or enjoyment of the parking  area,  nor shall  Landlord (or any
          person  claiming  under or through  Landlord)  establish or permit any
          such  practice or  practices of  discrimination  or  segregation  with
          respect to the use of the parking area.

   D.    Even though the possible modification is not in the immediate vicinity
         of Tenant's Premises, Tenant acknowledges that the modification of the
         shopping center may possibly cause some disturbances and inconveniences
         in the shopping center and may necessitate the closure of portions of
         the common area and construction of temporary fences and barriers.

   E.   Signage.  In connection with the  modification of the shopping center,
          Landlord  may erect new  monument,  pylon and other  signs at  various
          locations in the center.

8. In light of the possible modification of the shopping center and the
   circumstances described in paragraph 7 above, Tenant agrees and consents as
   follows:

     A.   Tenant  acknowledges  that the  possible  modification  may or may not
          occur and waives and releases any claims it may have against  Landlord
          by reason of the nonoccurrence of such modification.

     B.   Tenant consents to the  modification of the shopping center so long as
          it does not  materially  adversely  affect  Tenant's  normal  business
          operations.

    C.   In connection with the possible Wal-Mart tenancy as described in
         paragraph 7.B above, Tenant agrees to the following in the event the
         Wal-Mart lease is executed.

           (i)  In the event the Wal-Mart lease contains a provision
                substantially in the form described in Section 7.B(ii) above,
                then paragraph 19.3(b) of the Lease shall be deemed amended to
                exclude Wal-Mart's floor area square footage from the
                calculation of Tenant's CAM, provided that the cost of
                maintaining Wal-Mart's Maintenance Area shall also be excluded
                from the calculation of Tenant's share of CAM expenses, but
                further provided that such lease amendment will further provide
                that Tenant shall not pay by reason of such exclusion an amount
                greater than 110% of what would have been paid for CAM if
                Wal-Mart's floor area square footage were included in the CAM
                calculation and the cost to Landlord of maintaining the Wal-Mart
                Maintenance Area were also included in the CAM calculation.

           (ii) Tenant consents to the recordation of the Wal-Mart CC&Rs and
               that the Lease and Tenant's interest in the premises of the
               shopping center is and shall be automatically subject and
               subordinate to the Wal-Mart CC&Rs, provided that the Wal-Mart
               CC&Rs do not materially adversely affect the normal business
               operations of Tenant's business. Although the provisions of this
               paragraph 8.C(iii) are intended to be self-operative, Tenant
               shall, within ten (10) days following Landlord's written request,
               execute, have acknowledged and deliver such documents,
               instruments, consents and agreements as Landlord may reasonably
               require in order to further document the subordination of the
               lease to the Wal-Mart CC&Rs, provided that such CC&Rs do not
               materially adversely affect the normal business operations of
               Tenant.

          (iii) In the event that the Wal-Mart lease contains a provision (as
               described in paragraph 7.B(iv)) waiving the right of subrogation
               against other tenants caused by fire or other insured peril
               covered by Wal-Mart's insurance policies (or program of
               self-insurance), even if such loss or damage shall have been
               caused by the fault or negligence of such party, its employees or
               agents, then Tenant agrees that it mutually waives its right of
               subrogation as to Wal-Mart, its employees and agents, to the same
               extent it is waived by Wal-Mart. The foregoing mutual waiver of
               subrogation shall be operative only so long as available in
               California, and provided that no policy of insurance is
               invalidated thereby.

     D.   With respect to the possible  transactions  with the City described in
          Section 7.C above, Tenant agrees as follows:

          (i)  Tenant consents to the  transactions  described in Section 7.C(i)
               above.

          (ii) Tenant  agrees  that it  shall  not be  entitled  to any  sums or
               offsets by reason of such sales or leases.

          (iii)Tenant  agrees  to  refrain  from any  conduct  in  violation  of
               paragraph  7.C  (iv)  above  barring  discrimination  as  therein
               described.

   E.    In connection with possible disruption of the shopping center described
         in paragraph 7.D above, Tenant consents to such temporary disruption as
         is reasonably necessary to accomplish the modification.

   F.    In connection with the potential new signage described in Section 7.E
         above that, in the event the Tenant is afforded the right to install
         any additional signage and that Tenant elects to exercise such right,
         the condition of such installation shall be Tenant's payment of the pro
         rata share of the cost of designing, constructing, installing and
         operating such sign(s). For the purpose of this section only, Tenant's
         pro rata share shall be a fraction, the numerator of which is the
         square footage of Tenant's sign panel, and the denominator of which is
         the square footage of all Tenant's sign panels on such sign(s).

9. Waiver of subrogation. Landlord and Tenant agree that the parties will use
   their best efforts to have the Waiver of Subrogation set forth in paragraph
   10.2 of the Lease apply to the modification of the shopping center so long as
   such waiver does not materially increase the cost of its insurance or
   invalidate any policy of insurance.

10.  Notice and approval,. Delivery and execution of this First Amendment shall
     satisfy all notification, consent and approval requirements under the Lease
     as may be required as a result of the modification.

 11.  Continuation of Lease. Except as set forth in this First Amendment, the
      Lease remains in full force and effect. Tenant hereby reaffirms all
      agreements, covenants and promises set forth in the Lease. All references
      in the Lease to "this Lease" shall be deemed references to the Lease as
      modified by this First Amendment.

 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and
 year first herein above set forth.

 LANDLORD:                                  TENANT:

 DP PARTNERS, a California general          CABRILLO LANES, INC., a New York
 partnership                                corporation
 By: /S/ Peter Schultz _________________                 By: /S/ Harold S. Elkan

 Name  PETER SCHULTZ_____________________             Name HAROLD S. ELKAN
 Its General Partner                        Its  President


 By its signature below, Sports Arena, Inc. hereby (i) expressly consents to,
acknowledges and joins in the terms of this First Amendment to Lease between DP
Partnership ("Landlord") and Cabrillo Lanes, Inc. (a wholly owned company of
Sports Arena, Inc.); and (ii) makes, adopts and reaffirms for the benefit of
Landlord each of its covenants, obligations and agreements made in that certain
Guaranty of Lease dated January 3, 1994, as if it expressly made each such
covenant, obligation and agreement in this First Amendment.
                                             SPORTS ARENA, INC.
                                             By: /S/ Harold S. Elkan
                                             Name  Harold S. Elkan

                                             Its President




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