RESPONSE TO MEMORANDUM DATED OCTOBER 13, 1999


TO:       JACK PILGER

FROM      DR. BURKHART

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1.       CRCT and CRC to convey  their 60%  interest in the LLC to Burkhart  LLC
         for $20,000 effective 12/31/98.  Price is based on the agreed figure by
         both  CRCT  and CRC and  will be due and  payable  by  9/30/99  with no
         interest  accrued.  Fee will be  discontinued by 50% if ticket sales do
         not increase by 10% over those of 1998.

2.       CRC  agrees to pay its 60% of all cash  shortages,  net of its  prorata
         share of prepaid  advertising,  through  12/31/98,  which  amount as of
         10/15/98 is calculated to total $18,285.61 (or $10,971.37 - 60% CRC).

3.       Burkhart,  LLC to waive any claims against CRC/CRCT under Operating and
         Lease  Agreement  after  12/31/98 and  indemnify  CRC/CRCT  against any
         claims against Burkhart LLC after 12/31/98. CRC and CRCT will waive any
         claims  against  Burkhart,  LLC or Burkhart and indemnify  Burkhart and
         Burkhart, LLC against any claims against LLC through 12/31/98.

4.       CRC will manage and provide  accounting  services  for the LLC for 1999
         for a fee of $2,000 per week  during the  performing  season and $1,000
         per  week  during  the   non-performing   season  payable  on  9/30/99.
         Management  fee will be  discounted by 50% if the ticket sales have not
         increased 10% over that of 1998. Management contract will have a 30-day
         cancellation clause to Burkhart, LLC.

5.       Burkhart  LLC agrees to enter  into  contract  to produce  show with On
         Stage  through  calendar  1999,  as provided for in the Asset  Purchase
         Agreement  between  CRC  and On  Stage  subject  to the On  Stage  deal
         actually closing. CRC will agree to assume continued performance of the
         show in the event either On Stage  closes the deal or CRC  continued to
         maintain the show.

6.       Burkhart LLC guarantees  performance of CTE contract (with CTE owned by
         CRC or On Stage) and payment for the same  through  12/31/99.  Contract
         for show with CRCT and CRC or On Stage will have a 60-day  cancellation
         clause to Burkhart, LLC.

7.       Burkhart LLC agrees to indemnify  CRC/CRCT  from Citizen  National Bank
         against  any   obligations  it  may  have  as  tenant  as  wet  out  in
         Subordination, Non-Disturbance and Attornment Agreement.

8.       CRC is no longer responsible for any guarantees and Burkhart LLC agrees
         to indemnify CRC and CRCT underlying  operating leases: i.e. logo signs
         on building and marquee.
<PAGE>

9.       CRC will provide and complete all income  statements  for LLC operation
         through 12/31/98 including W-2s, 1099s for calendar 1998.

10.      Contract for show will be at a price of $36,000 per 12 show week/$3,000
         per show for 1999 and contain three (3) 1-year options available to the
         LLC for $36,000 per 12 week,  or $3,000 per show plus  national cost of
         living  index  increases.  Quality for shows and number of  performers,
         plus or minus 10%,  will  remain the same as in 1998 at the  request of
         Burkhart  LLC.  If shows are limited to one per day or less than 12 per
         week then it will be  reflected  by a  decreased  payment  to CRC or On
         Stage of $3,000 per show.  In addition,  if more than 12 shows per week
         are performed then each increased show will be reflected by an increase
         of $3,000 per show to CRC or On Stage.



-----------------------------------         -----------------------------------
CRCT                           Date         CRC                            Date
CEO, Jack Pilger                            CEO:  Jack Pilger


-----------------------------------         -----------------------------------
Dr. J. MacDonald Burkhart,     Date         Dr. J. MacDonald Burkhart      Date
Burkhart Ventures, LLC                      Individually