EXHIBIT 10.55 THIRD AMENDMENT to LEASE AGREEMENT Dated May , 1996 by and between LINCOLN HAYWARD VI, a California limited partnership as Lessor, and YES! ENTERTAINMENT CORPORATION, a California corporation, as Lessee THIS THIRD AMENDMENT TO LEASE dated May 17th, 1996, by and between LINCOLN HAYWARD VI, a California limited partnership as Lessor, and YES! ENTERTAINMENT CORPORATION, a California corporation, as Lessee. WITNESSETH WHEREAS, pursuant to that certain lease dated May 17, 1993, Lessee occupies the premises known as 1039-1055 Whipple Road, Units A, B, C, D, E, F, and G, Hayward, California. WHEREAS, Lessee desires to extend the term of the lease for and additional three (3) years, from December 31, 1996 to December 31, 1999. WHEREAS, the parties desire to amend the Lease. NOW, THEREFORE, the parties agree as follows: 1. Effective Date: The effective date of the expansion shall be June 1, 1996. 2. Expansion Premises: Approximately 24,000 square feet - Suite 1006 Whipple Road, which space is identified on the floor plan attached hereto as Exhibit A. 3. Term: The term for the 84,000 square feet shall be extended thirty six (36) months from the termination date. Therefore, the expiration date for this lease shall be December 31, 1999. The expansion space, 24,000 square feet shall run conterminous and expire in December 31, 1999. 4. Monthly Base Rent: For 24,000 rentable square foot From 6/1/96 to 12/30/96 $0.32 per sq.ft. or $7,680 For 108,000 rentable square foot From 1/1/97 to 6/30/98 $0.32 per sq.ft. or $34,560 From 7/1/98 to 12/31/99 $0.34 per sq.ft. or $36,720 5. Operating Expenses: Lessee's pro rata share of operating expenses, tax expense, and security and protection expenses for the park shall be a total of 24.30% 6. Security Deposit: $8,160 due upon signing this Amendment. Third Amendment Yes! Entertainment Page 2 7. Relocation Option: If Lessee is not in default in the performance of any of its obligations under the Lease and if during the term of the expansion space lease, the space known as 1063 Whipple Road, Building B, consisting of 36,000 square feet becomes available, Lessor shall notify Lessee in writing of this availability. Following notification by Lessor, Lessee shall have three (3) business days to respond to Lessor, in writing, of its intention to lease said space, or Lessee shall have no further rights to such space. Lessor will agree to cancel the current 24,000 square feet (1066 Whipple Road) expansion space lease and a new amendment for the total of the 36,000 square feet (1063 Whipple Road) shall be executed by Lessor and Lessee for such space within five (5) business days. The monthly base rent for the new amendment shall be set at then prevailing fair market rental rate (to be mutually negotiated between Lessor and Lessee) and in no event shall be less than the highest rent charged during the expansion space lease. 8. Continued The parties acknowledge and agree that the Lease Enforceability: remains in full force and effect, unchanged except as expressly provided for in this Amendment. This Amendment and the Lease shall read together as one document. In the event of any conflict between the terms of this Amendment and the Terms of the Lease, the terms of this Amendment shall govern. 9. Further This Amendment may only be modified pursuant to a Modifications: written agreement by all of the parties hereto. LESSEE: LESSOR: BY: YES! ENTERTAINMENT CORP. BY: LINCOLN HAYWARD VI, a California Corporation a California limited partnership by: W. Gardner Combs, as Receiver for Lincoln Hayward VI by: /s/ Sol Kershner by: /s/ W. Gardner Combs ------------------------- --------------------------------- Its: CFO Its: Receiver ------------------------- --------------------------------- EXHIBIT "A" [DIAGRAM OF WHIPPLE AVENUE FACILITY] BUILDING A Building size: 120,000 square feet Divisible to: 12,000 square feet (200' x 60') Column spacing: 24' x 60' Interior clear height: 24' Power availability: 2,000 amps 277/480 volts 3-phase Dock high and grade level loading V Dock high truck do Fully sprinklered o Grade level truck do Improvements to suit Scale: 1/8 inch equals