EXECUTION COPY

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                            ASSET PURCHASE AGREEMENT

                                  by and among

                          ON STAGE ENTERTAINMENT, INC.
                             (a Nevada corporation),

                           CASINO RESOURCE CORPORATION
                            (a Minnesota corporation)

                        COUNTRY TONITE ENTERPRISES, INC.
                             (a Nevada corporation),

                                       and

                              CRC OF BRANSON, INC.
                            (a Missouri corporation)









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<PAGE>
Section                                                                     Page

1.       Definitions.........................................................1

2.       Purchase and Sale of the Business and Assets........................7
         2.1      The Purchased Assets.......................................7
         2.2      Excluded Assets............................................8
         2.3      Assumed Liabilities........................................8
         2.4      Excluded Liabilities.......................................9
         2.5      Consent of Third Parties...................................9
         2.6      Purchase Price.............................................9
         2.7      Allocation of the Purchase Price..........................11

3.       Closing............................................................11
         3.1      Location; Date............................................11
         3.2      Closing Deliveries........................................11

4.       Representations and Warranties of the Selling Entities.............12
         4.1      Corporate Status..........................................12
         4.2      Authorization.............................................12
         4.3      Consents and Approvals....................................12
         4.4      Financial Statements......................................13
         4.5      Title to Assets and Related Matters.......................13
         4.6      Real Property.............................................14
         4.7      Certain Personal Property.................................14
         4.8      Personal Property Leases..................................15
         4.9      Inventory.................................................15
         4.10     Product Warranties and Price Guarantees...................15
         4.11     Liabilities...............................................15
         4.12     Taxes.....................................................15
         4.13     Subsidiaries..............................................16
         4.14     Legal Proceedings and Compliance with Law.................16
         4.15     Contracts.................................................17
         4.16     No Selling Entity is in Default under any Contract........19
         4.17     Insurance.................................................19
         4.18     Intellectual Property.....................................19
         4.19     Employee Relations........................................20
         4.20     ERISA.....................................................21
         4.21     Absence of Certain Changes................................23
         4.22     Customers.................................................24
         4.23     Finder's Fees.............................................24
         4.24     Additional Information....................................24
         4.25     Transactions with Affiliates..............................24
         4.26     Full Disclosure...........................................24

<PAGE>

5.       Representations and Warranties of On Stage.........................25
         5.1      Corporate Status..........................................25
         5.2      Authorization.............................................25
         5.3      Consents and Approvals....................................25
         5.4      Capital Stock Ownership...................................25
         5.5      Finder's Fees.............................................25
         5.6      Proxy Statement...........................................25

6.       Certain Agreements.................................................26
         6.1      Access....................................................26
         6.2      Shareholder Vote; Proxy Statement.........................26
         6.3      No Solicitation...........................................27
         6.4      Update Schedules..........................................29
         6.5      Financial Information.....................................29
         6.6      Restrictive Covenants.....................................29
         6.7      Required Consents, Regulatory and other Approvals.........31
         6.8      Publicity.................................................31
         6.9      Satisfaction of Liabilities...............................32
         6.10     Employee Benefit Matters..................................32
         6.11     Financing.................................................32
         6.12     Business Financial Statements.............................32
         6.13     Right of First Negotiation................................32
         6.14     Employment and Employment Benefits........................33

7.       Conduct of the Business Prior to the Closing.......................33
         7.1      Operation in Ordinary Course..............................33
         7.2      Business Organization.....................................34
         7.3      Corporate Organization....................................34
         7.4      Business Restrictions.....................................34

8.       Conditions Precedent to Obligations of On Stage....................35
         8.1      Representations and Warranties............................35
         8.2      Agreements, Conditions and Covenants......................35
         8.3      CRC Shareholder Approval..................................35
         8.4      Officers' Certificate.....................................35
         8.5      Required Consents and Approvals...........................35
         8.6      Third Party Consents......................................35
         8.7      Legality..................................................36
         8.8      Financing.................................................36
         8.9      Title Insurance...........................................36
         8.10     Real Property Leases......................................37
         8.11     Performance Contract......................................37
         8.12     Karen Nelson Bell Employment Agreement....................37
         8.13     Opinion of Counsel........................................37
         8.14     Utility Agreement.........................................38

<PAGE>

         8.15     Collateral Agreements.....................................38

9.       Conditions Precedent to Obligations of the Selling Entities........38
         9.1      Representations and Warranties............................38
         9.2      Agreements, Conditions and Covenants......................38
         9.3      Officer's Certificate.....................................38
         9.4      CRC Shareholder Approval..................................38
         9.5      Legality..................................................38
         9.6      Performance Contract......................................38
         9.7      Opinion of Counsel........................................38
         9.8      Collateral Agreements.....................................39

10.      Indemnification....................................................39
         10.1     Indemnification by the Selling Entities...................39
         10.2     Indemnification by On Stage...............................40
         10.3     Limitations on Liability..................................40
         10.4     Survival..................................................40
         10.5     Indemnification Procedure.................................41
         10.6     Exception to Limitations..................................42
         10.7     Payment of Indemnification Obligations....................42
         10.8     Right to Set Off..........................................43

11.      Termination........................................................43
         11.1     Grounds for Termination...................................43
         11.2     Effect of Termination.....................................45

12.      Payment of Expenses; Bulk Sales Act; Sales and Transfer Taxes......46

13.      Contents of Agreement..............................................46

14.      Amendment; Parties in Interest; Assignment; Etc....................46

15.      Interpretation.....................................................46

16.      Remedies...........................................................47

17.      Notices............................................................47

18.      Governing Law......................................................48

19.      Consent to Jurisdiction; Service of Process; Etc...................48

20.      Further Assurances.................................................48

21.      Exhibits; Schedules................................................48

22.      No Benefit to Others...............................................49

23.      Counterparts.......................................................49

<PAGE>

Exhibits

A        Employment Agreement
B        Form of $1,300,000 Subordinated Promissory Note
C        Form of Performance Contract

Schedules

2.1               Permitted Encumbrances
2.1(a)            Real Property Owned
2.1(b)            Real Property Leased
2.1(c)            Equipment and Other Tangible Personal Property
2.1(d)            Contracts of the Business
2.1(f)            Permits
2.1(g)            Intellectual Property
2.1(j)            Prepaid Expenses
2.1(k)(i)         Software
2.1(k)(ii)        Third Party Software Licenses
2.1(l)            Other Intangible Assets
2.2               Excluded Assets
2.3               Assumed Contracts and Permits
4.3               Consents and Approvals
4.4               Financial Statements
4.5               Title to Assets and Related Matters
4.6               Real Property
4.7               Certain Personal Property
4.8               Personal Property Leases
4.10              Product Warranties and Price Guarantees
4.11              Liabilities
4.12              Taxes
4.13              Subsidiaries
4.14              Legal Proceedings and Compliance with Law
4.15              Contracts
4.17              Insurance
4.18              Intellectual Property
4.19              Employee Relations
4.20              ERISA
4.22              Customers
4.24              Additional Information
4.25              Transactions with Affiliates

<PAGE>
                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE  AGREEMENT is made as of the 21st day of September,
1998,  by and among On Stage  Entertainment,  Inc.,  a Nevada  corporation  ("On
Stage"), Casino Resource Corporation,  a Minnesota corporation ("CRC"),  Country
Tonite  Enterprises,  Inc., a Nevada  corporation  ("CTE"),  and CRC of Branson,
Inc., a Missouri  corporation ("CRC of Branson",  and together with CRC and CTE,
the "Selling Entities", and each individually, a "Selling Entity").

         Certain  other terms are used  herein as defined  below in Section 1 or
elsewhere in this Agreement.

                                   Background

         The  Selling  Entities  desire to  transfer  to On Stage the  Purchased
Assets (as defined  herein) in exchange  for the  assumption  by On Stage of the
Assumed  Liabilities  (as  defined  herein)  and the  payment by On Stage of the
Purchase Price (as defined  herein) in accordance  with the terms and conditions
set forth in this  Agreement.  On Stage desires to acquire the Purchased  Assets
and  assume  the  Assumed  Liabilities.  To induce  On Stage to enter  into this
Agreement,  John J.  Pilger,  the  principal  shareholder  of CRC, has agreed to
support,  and  granted  an  irrevocable  proxy to On Stage to vote his shares in
favor of, this Agreement and the Transactions contemplated hereby.

         NOW,  THEREFORE,  in  consideration  of and reliance on the  respective
representations,  warranties and covenants  contained herein and intending to be
legally bound hereby, the parties hereto agree as follows:

1.  Definitions.  For  convenience,  certain terms used in more than one part of
this Agreement are listed in alphabetical order and defined or referred to below
(such terms as well as any other terms defined elsewhere in this Agreement shall
be  equally  applicable  to both the  singular  and  plural  forms of the  terms
defined).

         "$1,300,000  Subordinated Note" means the 9.5% Subordinated Note in the
principal amount of $1,300,000.00  (subject to reduction,  as set forth therein,
in the event the Country Tonight  Theater in Branson,  Missouri does not produce
$6 million  total gross  revenue for calendar  year 1998) payable by On Stage to
CRC in the form of Exhibit "B" hereto.

         "Affiliates"  means,  with  respect  to  a  particular  party,  Persons
controlling,  controlled by or under common control with that party,  as well as
the  officers,  directors  and  majority-owned  Persons of that party and of its
other  Affiliates.  For  purposes  of  the  foregoing,  ownership,  directly  or
indirectly,  of 20% or more of the voting  stock or other  equity  interest of a
person shall be deemed to constitute control.


<PAGE>

         "Agreement" means this Agreement,  including the Schedules and Exhibits
attached hereto.

         "Assets"  means all of the assets,  properties and rights of every kind
and  description,   real  and  personal,   tangible  and  intangible  (including
goodwill),  wherever  situated  and whether or not  reflected in the most recent
Financial Statements, that are owned or possessed by a Selling Entity and relate
primarily to the Business.

         "Assumed Liabilities" is defined in Section 2.3.

         "Audited Financial Statements" is defined in Section 4.6.

         "Balance Sheet" is defined in Section 4.6.

         "Balance Sheet Date" is defined in Section 4.6.

         "Benefit Plans" means all employee  benefit plans of any Selling Entity
relating to the Business  (including plans within the meaning of Section 3(3) of
ERISA) and any related or separate Contracts, plans, trusts, programs, policies,
arrangements, practices, customs and understandings, in each case whether formal
or  informal,  that  provide  benefits to any present or former  employee of the
Business,  or present or former  beneficiary,  dependent or assignee of any such
employee  or  former  employee,   including  all  incentive,   bonus,   deferred
compensation,  vacation, holiday, medical,  disability,  share purchase or other
similar plans, policies, programs, practices or arrangements.

         "BDO  Seidman"  means  BDO  Seidman,   LLP,  a  certified   independent
accounting firm.

         "Business"  means  collectively  the  business of the Selling  Entities
conducted under the "Country Tonite" name, including the ownership and operation
of the Country Tonight Theater in Branson, Missouri, the ownership and operation
of the  Country  Tonight  production  show  based in Las  Vegas,  Nevada and the
operation of the Country Tonight Theater in Pigeon Forge, Tennessee.

         "Charter  Documents"  means an  entity's  certificate  or  articles  of
incorporation,  certificate  defining the rights and  preferences of securities,
articles of organization,  general or limited partnership agreement, certificate
of limited  partnership,  joint venture agreement or similar document  governing
the entity.

         "Closing" is defined in Section 3.1.

         "Closing Date" means the date of the Closing.

         "Closing Statement" is defined in Section 2.8(a).

                                        2

<PAGE>

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collateral  Agreements"  means the $1,300,000  Subordinated  Note, and
such  subordination  agreement,  pledge agreement and security  agreement as the
parties hereto shall enter into prior to the closing.

         "Commission"   means  the  United   States   Securities   and  Exchange
Commission.

         "Commitments" is defined in Section 8.11.

         "Confidential  Information" means any confidential information or trade
secrets of the  Business,  including  information  and  knowledge  pertaining to
products  and  services  offered,  innovations,  designs,  ideas,  plans,  trade
secrets,  proprietary  information,  know-how and other  technical  information,
advertising,  marketing  plans and systems,  distribution  and sales methods and
systems, sales and profit figures,  customer and client lists, and relationships
with  dealers,  distributors,  wholesalers,  customers,  clients,  suppliers and
others who have business dealings with the Business.

         "Contract" means any written or oral contract,  agreement, lease, plan,
instrument or other document or commitment,  arrangement,  undertaking, practice
or authorization  that is binding on any Person or its property under applicable
law.

         "Copyrights" means registered  copyrights,  copyright  applications and
unregistered copyrights.

         "Court Order" means any judgment, decree,  injunction,  order or ruling
of any Federal, state, local or foreign court or governmental or regulatory body
or arbitrator or authority  that is binding on any Person or its property  under
applicable law.

         "Customers" is defined in Section 4.22.

         "Default" means (a) a breach, default or violation,  (b) the occurrence
of an event that with or without the passage of time or the giving of notice, or
both, would constitute a breach, default or violation or cause an Encumbrance to
arise or (c) with respect to any Contract,  the occurrence of an event that with
or without the passage of time or the giving of notice, or both, would give rise
to a right of termination,  renegotiation  or acceleration or a right to receive
damages or a payment of penalties.

         "Employment  Agreement" means the Employment Agreement between On Stage
and Karen Nelson Bell (or another  producer  acceptable to On Stage) in the form
of Exhibit "A" hereto.

                                        3
<PAGE>

         "Encumbrances"  means any lien,  mortgage,  security interest,  pledge,
restriction on transferability or voting, defect of title or other claim, charge
or encumbrance of any nature whatsoever on any property or property interest.

         "Environmental Condition" is defined in Section 4.14(b).

         "Environmental Law" is defined in Section 4.14(b).

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Excluded Assets" is defined in Section 2.2.

         "Excluded Liabilities" is defined in Section 2.4.

         "Financial Statements" is defined in Section 4.6.

         "GAAP" means generally accepted accounting principles.

         "Hazardous  Substances" means (i) any "hazardous substances" as defined
by the federal Comprehensive Environmental Response,  Compensation and Liability
Act, 42 U.S.C.  ss.ss. 9601 et seq., (ii) any "extremely  hazardous  substance,"
"hazardous  chemical"  or "toxic  chemical"  as those  terms are  defined by the
federal Emergency  Planning and Community  Right-to-Know  Act, 42 U.S.C.  ss.ss.
11001 et seq.,  (iii) any  "hazardous  waste" as defined under the federal Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42
U.S.C.  ss.ss.  6901 et seq.,  (iv) any "pollutant" as defined under the federal
Water Pollution Control Act, 33 U.S.C.  ss.ss. 1251 et seq., as any of such laws
in  clauses  (i)  through  (iv) may be  amended  from time to time,  and (v) any
regulated substance or waste under any Laws or Court Orders that currently exist
or that may be  enacted,  promulgated  or issued in the  future by any  Federal,
state  or  local   governmental   authorities   concerning   protection  of  the
environment.

         "Indemnified Party" is defined in Section 10.1.

         "Intellectual  Property"  means any  Copyrights,  Patents,  Trademarks,
technology  rights  and  licenses,  trade  secrets,  franchises,   know-how  and
formulae, inventions, designs, processes, drawings, specifications, patterns and
other  intellectual  property owned by or licensed to a Selling Entity  relating
primarily to the Business.

         "Inventory"  means any inventory,  including raw  materials,  supplies,
work in process and finished goods.

                                        4
<PAGE>

         "Knowledge  of a  Selling  Entity"  means  the  actual  knowledge  of a
director, officer or other employee of a Selling Entity.

         "Law" means any statute, law, ordinance,  regulation,  order or rule of
any Federal,  state,  local,  foreign or other governmental agency or body or of
any other type of  regulatory  body,  including  those  covering  environmental,
energy,  safety,  health,  transportation,   bribery,  record  keeping,  zoning,
antidiscrimination,  antitrust,  wage and  hour,  and  price  and  wage  control
matters.

         "Liability"  means any  direct  or  indirect  liability,  indebtedness,
obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of
or by any Person, absolute or contingent, accrued or unaccrued, due or to become
due, liquidated or unliquidated.

         "Litigation" means any lawsuit, claim, action, dispute,  investigation,
arbitration, inquiry, administrative or other proceeding or prosecution.

         "Material  Adverse  Effect"  means a  material  adverse  effect  on the
Business  or the  Purchased  Assets,  in each  case  taken  as a  whole,  or the
financial condition or the results of operations of the Business,  and when used
with respect to representations,  warranties or conditions, means the individual
effect of the situation to which it relates and also the aggregate effect of all
similar situations unless the context indicates otherwise.

         "Non-Assignable Contract" is defined in Section 2.5.

         "Ordinary  Course" or "ordinary  course of business" means the ordinary
course of business that is consistent in nature and, where relevant, amount with
past practices.

         "Patents" means all patents and patent applications.

         "Performance  Contract"  means the  Performance  Contract to be entered
into at the Closing between Country Tonite Theatre, L.L.C. (an Affiliate of CRC)
and On Stage  Theaters,  Inc. (an  Affiliate of On Stage) in the form of Exhibit
"C" hereto.

         "Permit"  means  any  governmental   permit,   license,   registration,
certificate of occupancy, approval and other authorization.

         "Person"   means  any   natural   person,   corporation,   partnership,
proprietorship, association, trust or other legal entity.

         "Personal Property Leases" is defined in Section 4.10.

         "Prorations" is defined in Section 2.6.

                                        5
<PAGE>

         "Proxy Statement" is defined in Section 4.30.

         "Purchase Price" is defined in Section 2.6.

         "Purchased Assets" is defined in Section 2.1.

         "Real Estate Leases" is defined in Section 4.8.

         "Real Property" is defined in Section 4.8.

         "Representatives" is defined in Section 6.3(a).

         "Restricted Business " is defined in Section 6.6(a).

         "Required Consents" is defined in Section 4.3.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Selling Entities" is defined above in the preamble.

         "Shareholders Meeting" is defined in Section 4.30.

         "Software"  means  any  computer  software  of any  nature  whatsoever,
including all systems software, all applications  software,  whether for general
business  usage  (e.g.,   accounting,   finance,   word  processing,   graphics,
spreadsheet  analysis,  etc.) or specific,  unique-to-the-Business  usage (e.g.,
telephone  call  processing,  etc.)  and all  computer  operating,  security  or
programming  software,  that is owned by or  licensed  to a Selling  Entity  and
relates primarily to the Business,  or has been developed or designed for, or is
in the process of being  developed or designed  primarily for the Business,  and
any and all documentation and object and source codes related thereto.

         "Superior Proposal" is defined in Section 6.3(a).

         "Taxes" is defined in Section 4.12.

         "Termination Fee" is defined in Section 11.2(b).

         "Trademarks"  means registered  trademarks,  registered  service marks,
trademark and service mark  applications,  unregistered  trademarks  and service
marks and brand names, service marks and logos.

         "Transaction Documents" means this Agreement, the Employment Agreement,
the Performance Contract and the Collateral Agreements.

                                        6
<PAGE>

         "Transactions"  means the purchase and sale of the Purchased Assets and
the  consummation  of the other  transactions  contemplated  by the  Transaction
Documents.

         "Transferred Employees " is defined in Section 6.14(a).

2. Purchase and Sale of the Business and Assets.

         2.1 The Purchased  Assets.  Subject to the terms and conditions of this
Agreement,  at the Closing,  the Selling  Entities  shall grant,  sell,  assign,
transfer,  convey and  deliver to On Stage,  free and clear of all  Encumbrances
whatsoever, other than the permitted Encumbrances set forth on Schedule 2.1 (the
"Permitted  Encumbrances"),  and  On  Stage  shall  purchase  from  the  Selling
Entities,  the Business as a going concern, and all right, title and interest of
the Selling  Entities in and to all of the Assets other than the Excluded Assets
(collectively,  the  "Purchased  Assets") as the same shall exist on the Closing
Date including the following:

                  (a)  Real  Property  Owned.  The real  property  owned by each
         Selling  Entity  described  on  Schedule  2.1(a),   together  with  the
         buildings,  structures,  improvements and fixtures located thereon, and
         all rights, privileges,  easements,  licenses,  hereditaments and other
         appurtenances relating thereto;

                  (b) Real Property Leased. Each Selling Entity's interest, as a
         lessee, in the real property leased by such Selling Entity described on
         Schedule 2.1(b), and any easements, deposits or other rights pertaining
         thereto;

                  (c)  Equipment  and  Other  Tangible  Personal  Property.  All
         equipment,  leasehold  improvements,   automobiles,   supplies,  office
         furniture  and  office  equipment,   computers  and  telecommunications
         equipment  and other items of personal  property that are owned by each
         Selling  Entity  relating  primarily to the Business,  including  those
         described on Schedule 2.1(c);

                  (d)  Contracts  of the  Business.  All of the interest of each
         Selling Entity in all Contracts, leases of equipment and other personal
         property,  sale orders, purchase orders,  commitments,  instruments and
         all other  agreements  primarily  relating to the  Business,  including
         those listed on Schedule 2.1(d);

                  (e)  Customer  Records,  Sales and  Marketing  Materials.  All
         customer records,  including principal contacts,  address and telephone
         number,   purchasing   history,   payment  information  and  any  other
         information with respect to the customers of the Business,  sales data,
         catalogs,  brochures,   suppliers'  names,  mailing  lists,  art  work,
         photographs  and  advertising   material  relating   primarily  to  the
         Business, whether in electronic form or otherwise;

                                        7
<PAGE>

                  (f)  Permits.   All  rights  under  Permits  relating  to  the
         Business, including those listed on Schedule 2.1(f), to the extent such
         Permits are transferable to On Stage;

                  (g)  Intellectual   Property.   All   Intellectual   Property,
         including the  Intellectual  Property  described in Schedule 2.1(g) and
         exclusive rights to the name "Country Tonite Enterprises,  Inc." and to
         the trademark "Country Tonite", and all goodwill associated therewith;

                  (h) Property,  Personnel  and  Accounting  Records.  All other
         records of the Selling  Entities  relating  primarily to the  Business,
         including property records and records relating to employees  (provided
         that the Selling  Entities  shall be  entitled to retain  copies of the
         foregoing);

                  (i)  Inventory.   All  Inventory  relating  primarily  to  the
         Business on the Closing Date;

                  (j)  Prepaid  Expenses.  All rights  relating  to any  prepaid
         expenses of or arising primarily in connection with the Business at the
         Closing Date, including those described on Schedule 2.1(j);

                  (k) Software.  All Software,  including the Software described
         in Schedule 2.1(k)(i), and all documentation related thereto; provided,
         however,  that  all  third  party  licensed  Software  included  in the
         Purchased  Assets shall be transferred to On Stage subject to the terms
         and  conditions  of  the  third  party  licenses   listed  in  Schedule
         2.1(k)(ii)  under which the  particular  Selling  Entity  acquired such
         licensed Software; and

                  (l) Other Intangible  Assets.  All other assets (including all
         causes of action,  rights of action,  contract  rights and warranty and
         product liability claims against third parties)  relating  primarily to
         the Purchased  Assets or the  Business,  including  those  described on
         Schedule 2.1(l).

         2.2 Excluded Assets.  The corporate seal,  Charter  Documents,  bylaws,
minute book and other corporate records of each Selling Entity,  those assets of
each  Selling  Entity  described in Schedule  2.2,  insurance  Contracts,  cash,
accounts  receivable  and (for the  avoidance of doubt) CRC of  Tennessee's  60%
joint venture  interest in Country Tonite  Theater,  L.L.C.  (collectively,  the
"Excluded Assets") shall not be included in the Purchased Assets in any event.

         2.3 Assumed Liabilities. At the Closing, and subject to Section 2.4, On
Stage shall assume the following obligations (the "Assumed Liabilities"):

                  (a) all obligations that come into existence after the Closing
         (and do not relate to the period prior to or at the Closing)  under all
         Contracts and Permits listed on

                                        8
<PAGE>

         Schedule 2.3 that are conveyed to On Stage as Purchased Assets pursuant
         to the terms and conditions hereof; and

                  (b) all advance deposits  (including interest accrued thereon)
         and pre-paid  ticket sales (and ticket or  amusement  taxes  pertaining
         thereto) of the Business as of the Closing Date, but only to the extent
         of the  amount of the  advance  deposits  (including  interest  accrued
         thereon)  and  pre-paid  ticket  sales  applied as a  reduction  in the
         Purchase Price at Closing pursuant to Section 2.6(c).

         2.4 Excluded Liabilities. Except as expressly set forth in Section 2.3,
On Stage  shall  not,  by  virtue of its  purchase  of the  Purchased  Assets or
otherwise in connection with the Transactions,  assume or become responsible for
any Liabilities (the "Excluded Liabilities") of any Selling Entity of any nature
whatsoever,  including (a) Liabilities relating to or arising out of any Selling
Entity,  the Purchased  Assets,  the Business  (including any event,  condition,
occurrence, action, inaction or transaction relating to any of the foregoing) or
the actions of any Selling  Entity's  officers,  employees,  representatives  or
agents prior to or at the  Closing,  (b)  Liabilities  for any Taxes (other than
what is provided in Section 2.3(b)),  (c) Liabilities relating to any claims for
health care or other welfare benefits, (d) Liabilities relating to any violation
of any Law, (e) tort Liabilities,  (f) Liabilities from claims arising under any
Contract  or Permit not assumed by On Stage  pursuant  hereto or included in any
arrangement  set forth in Section 2.5; (g)  Liabilities for claims arising under
any Contract or Permit to the extent such claim is based on events,  conditions,
acts or omissions of any Person which occurred  prior to or at the Closing;  (h)
contingent  Liabilities unknown to the Selling Entities at the Closing;  and (i)
Liabilities for any accounts payable or indebtedness for money borrowed.

         2.5  Consent  of Third  Parties.  Nothing  in this  Agreement  shall be
construed as an attempt by any Selling Entity to assign to On Stage any Contract
or  Permit  included  in the  Purchased  Assets  that is by its  terms or by Law
nonassignable  without the  consent of any other  party or parties,  unless such
consent or approval  shall have been given,  or as to which all the remedies for
the enforcement  thereof available to the Selling Entities would not by Law pass
to On Stage as an incident of the assignments  provided for by this Agreement (a
"Non-Assignable  Contract").  To the extent that any such consent or approval in
respect  of, or a novation  of, a  Non-Assignable  Contract  shall not have been
obtained on or before the Closing Date,  the  appropriate  Selling  Entity shall
continue  to use  reasonable  efforts to obtain any such  consent,  approval  or
novation  after the Closing Date until such time as it shall have been obtained,
and shall cooperate with On Stage in any  economically  feasible  arrangement to
provide that On Stage shall receive the benefits of the relevant  Selling Entity
under such  Non-Assignable  Contract,  provided that On Stage shall undertake to
pay  or  satisfy  the   corresponding   Liabilities  under  the  terms  of  such
Non-Assignable  Contract  to the  extent  that it would  have  been  responsible
therefor if such consent, approval or novation had been obtained.

         2.6 Purchase  Price.  In addition to assuming the Assumed  Liabilities,
the  aggregate  price  to be paid  by On  Stage  to the  Selling  Entities  (the
"Purchase Price") for the purchase of the

                                        9
<PAGE>

Purchased  Assets shall be equal to the following  (which  calculation  shall be
made as of the Closing Date and set forth in a  certificate  of On Stage and CRC
delivered at the Closing):

                  (a)      $13,800,000,

                  (b)      plus, the lesser of (i) $120,000 or (ii) the value at
                           the Selling  Entities'  cost of Inventory  located at
                           the  Branson  gift  shop  included  in the  Purchased
                           Assets, plus 30% of the cost of the Inventory bearing
                           the  "Country  Tonite"  name or logo  located  at the
                           Pigeon  Forge gift shop,  which  amount shall be paid
                           from time to time as the parties agree;

                  (c)      minus, the amount of all advance deposits  (including
                           interest  accrued  thereon) and pre-paid ticket sales
                           (and ticket or amusement taxes pertaining thereto) of
                           the Business included in the Assumed Liabilities,

                  (d)      minus  the  following,  to the  extent  such  amounts
                           relate  primarily  to  the  Purchased  Assets  or the
                           Business,  are unpaid as of the date of  Closing  and
                           have not been paid by the Selling  Entities  prior to
                           or at the Closing:

                           (i) the  prorated  amount for the period prior to the
                           Closing   Date  of  all   real   estate   taxes   and
                           assessments,  both general and special, water charges
                           and sewer rents,  whether or not then due or payable,
                           and all other normally  proratable items,  based upon
                           the latest  assessments or actual invoices  available
                           (should any such  proration be inaccurate  based upon
                           the actual tax bill or assessment when received,  any
                           party  hereto  may demand  and shall be  entitled  to
                           receive   on  demand,   a  payment   from  the  other
                           correcting such inaccuracy);

                           (ii)  any  fees,  taxes,  impact  fees,  assessments,
                           delinquent  or  otherwise,  attributable  to a period
                           prior to the Closing Date;

                           (iii) any other land use charges  attributable to any
                           period prior to the Closing Date;

                           (iv)  one-half of all  necessary  State of  Missouri,
                           county and municipal transfer,  document stamp and/or
                           recording   taxes   incident   to   the   transaction
                           contemplated in this Agreement normally  attributable
                           to the grantor;

                           (v)  one-half  of the  cost  of any  escrow  fee  and
                           charges of any escrow agent, regardless of whether or
                           not such escrow  agent is also  counsel for any party
                           hereto, the issuer of the Commitments or the agent of
                           such issuer; and

                                       10
<PAGE>

                           (vi) the cost in excess of $5,000 of any  endorsement
                           to or  affirmative  insurance  obtained in connection
                           with  the  title  insurance  policies  to  be  issued
                           pursuant  to the  Commitments  (as defined in Section
                           8.9  of  this  Agreement),  if  such  endorsement  or
                           affirmative  insurance  is  required in order for the
                           title  insurance  company  issuing  such  policies to
                           delete any exception  from  coverage  relating to any
                           encroachment  onto  and/or  violation  of an existing
                           easement and/or setback requirement.

On Stage  shall pay the  Purchase  Price at Closing as follows:  (x)  $1,300,000
shall be paid by delivery of the $1,300,000 Subordinated Promissory Note and (y)
the  remainder  of the  Purchase  Price  shall  be  paid  by  wire  transfer  of
immediately  available funds pursuant to written wire  instructions  provided by
CRC no later than three business days prior to the Closing Date.

         2.7  Allocation  of the Purchase  Price.  The  Purchase  Price shall be
allocated  among the Purchased  Assets as On Stage and the Selling  Entities (in
consultation with BDO Seidman) shall agree in writing prior to the Closing.  The
Selling Entities and On Stage shall prepare their respective Federal,  state and
local tax returns employing such agreed allocation and shall not take a position
in any tax proceeding or otherwise that is  inconsistent  with such  allocation.
The Selling  Entities and On Stage shall give prompt notice to each other of the
commencement  of any tax audit or the  assertion of any proposed  deficiency  or
adjustment by any taxing authority or agency which challenges such allocation.

3.       Closing.

         3.1 Location;  Date. The closing of the  Transactions  (the  "Closing")
shall take place at the offices of Morgan, Lewis and Bockius LLP, 2000 One Logan
Square, Philadelphia,  PA 19103 at 10:00 A.M. local time on the later of October
29, 1998 or the third  business day after the date on which the  conditions  set
forth in  Sections  8 and 9 to be  satisfied  prior  to the  Closing  have  been
satisfied (or waived by the party entitled to the benefit  thereof),  or at such
other place, time or date as On Stage and CRC may agree.

         3.2  Closing  Deliveries.  In  connection  with the  completion  of the
Transactions contemplated in Section 2, at the Closing;

                  (a) On Stage  shall  deliver or cause to be  delivered  to the
         Selling Entities:

                           (i)      the cash portion of the Purchase Price; and

                           (ii) such assumption agreements and other agreements,
                  documents  and  instruments  as may be  contemplated  by  this
                  Agreement and such other items as may be reasonably  requested
                  by  the  Selling   Entities  to  consummate  the  transactions
                  contemplated  by this  Agreement,  each in form and  substance
                  reasonably satisfactory to the Selling Entities.


                                       11
<PAGE>

                  (b)  The  Selling  Entities  shall  deliver  or  cause  to  be
         delivered to On Stage:

                           (i)  such  bills of sale and  assignment,  deeds  and
                  assumption  agreements  as may be required  to  transfer  each
                  Selling  Entity's  right,  title  and  interest  in and to the
                  Purchased Assets in form and substance reasonably satisfactory
                  to On Stage; and

                           (ii) such other agreements, documents and instruments
                  as may be con templated by this Agreement and such other items
                  as may be reasonably  requested by On Stage to consummate  the
                  transactions  contemplated by this Agreement, each in form and
                  substance reasonably satisfactory to On Stage.

                  (c) On Stage shall  deliver to the Selling  Entities,  and the
Selling  Entities shall deliver to On Stage, the  certificates,  instruments and
agreements referred to in Section 9 and Section 8, respectively.

4. Representations and Warranties of the Selling Entities. The Selling Entities,
jointly and severally, hereby represent and warrant to On Stage as follows:

         4.1  Corporate  Status.  Each  Selling  Entity  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction in which it is incorporated and each is qualified to do business as
a foreign  corporation and is in good standing in each jurisdiction  where it is
required to be so qualified,  except where the failure to be so qualified  would
not have a Material Adverse Effect.

         4.2  Authorization.  Each Selling  Entity has the  requisite  power and
authority to own its property and carry on the Business as currently  conducted,
and to execute and deliver the Transaction  Documents to which it is a party and
(subject  only to the  approval  of the  shareholders  of CRC)  to  perform  the
Transactions to be performed by it. Such execution,  delivery and performance by
each Selling Entity has been duly authorized by all necessary action, except for
the approval of the shareholders of CRC. Each Transaction  Document executed and
delivered by the Selling  Entities as of the date hereof has been duly  executed
and  delivered  by each  Selling  Entity  and  constitutes  a valid and  binding
obligation of each Selling  Entity,  enforceable  against each Selling Entity in
accordance  with  its  terms.  Each  Transaction  Document  to be  executed  and
delivered by a Selling Entity after the date hereof will have been duly executed
and  delivered by the relevant  Selling  Entity and will  constitute a valid and
binding obligation of such Selling Entity,  enforceable against it in accordance
with its terms.

         4.3  Consents  and  Approvals.  Except for the  consents  specified  in
Schedule 4.3 (together with the filing and approval set forth in clauses (i) and
(ii) below, the "Required Consents"), neither the execution nor delivery by each
Selling  Entity  of any  Transaction  Document  to which it is a party,  nor the
performance of the Transactions to be performed by it

                                       12

<PAGE>

thereunder,  will require any filing, consent or approval,  constitute a Default
or cause any  payment  obligation  to arise  under (a) any Law or Court Order to
which any Selling Entity is subject,  (b) the Charter Documents or bylaws of any
Selling  Entity or (c) any  Contract,  Permit or other  document  to which  each
Selling  Entity is a party or by which the Business or  Purchased  Assets may be
subject, except for (i) the filing by CRC of the Proxy Statement (as hereinafter
defined) and related proxy  materials with the Commission in accordance with the
Exchange Act and the rules and  regulations  thereunder and (ii) the approval of
the shareholders of CRC.

         4.4 Financial  Statements.  Schedule 4.4 includes  correct and complete
copies of audited financial  statements  consisting of the balance sheets of the
Business as of September  30, 1996 and 1997 and the related  statement of income
for the years then ended, all of which are audited by BDO Seidman (collectively,
the  "Audited  Financial   Statements")  and  unaudited   financial   statements
consisting  of the  balance  sheet of the  Business  as of June 30, 1998 and the
related  statement of income for the nine-month period then ended, both of which
are reviewed by BDO Seidman  (collectively,  the "Interim Financial  Statements"
and together with the Audited Financial Statements, the "Financial Statements").
The Financial  Statements are in all material respects consistent with the books
and records of the Business and there are no material  transactions  required by
GAAP,  applied on a consistent basis, to be recorded in accounting  records that
have not been  recorded in the  accounting  records  underlying  such  Financial
Statements.  The Financial Statements have been prepared in accordance with GAAP
consistently  applied and present  fairly the financial  position and assets and
liabilities  of the  Business  as of the dates  thereof  and the  results of its
operations for the periods then ended,  subject to normal  year-end  adjustments
and the absence of notes in the case of the Interim Financial Statements.  There
is an allocation of costs to the Business from the Selling Entities, or from the
Business  to the  Selling  Entities in the  Audited  Financial  Statements.  The
allocation  of  costs is  reflected  as a  management  fee in the  statement  of
operations  and  deficit.  The Selling  Entities  warrant that there is no other
allocation  of cost to the  Business  from  the  Selling  Entities,  or from the
Business to the Selling  Entities.  The balance  sheet as of September  30, 1997
that is  included  in the  Financial  Statements  is  referred  to herein as the
"Balance Sheet" and the date thereof is referred to as the "Balance Sheet Date."
The  balance  sheet  as of June  30,  1998  that is  included  in the  Financial
Statements  is referred to herein as the  "Interim  Balance  Sheet" and the date
thereof is referred to as the "Interim  Balance Sheet Date." The Country Tonight
Theater in Branson,  Missouri  will produce $6 million  total gross  revenue for
calendar year 1998.

         4.5  Title  to  Assets  and  Related  Matters.   The  Selling  Entities
collectively  own and will transfer to On Stage at the Closing good,  marketable
and  indefeasible  title to, or with  respect to leased  assets  included in the
Purchased  Assets,  a valid  leasehold  interest  in,  subject  to the terms and
conditions of such leases,  all of the Purchased  Assets,  free and clear of all
Encumbrances other than Permitted Encumbrances.  The use of the Purchased Assets
is not subject to any Encumbrances (other than Permitted Encumbrances), and such
use does not materially  encroach on the property or rights of any other Person.
All Purchased  Assets are in the  possession or under the control of one or more
of the Selling  Entities  and consist of all of the Assets  necessary to operate
the Business as currently, and since September 30, 1997, operated

                                       13
<PAGE>

and which generated the revenues reflected in the Financial  Statements.  Except
as set forth on Schedule 4.5, all of the tangible  personal property included in
the Purchased  Assets (a) is in good working  condition  and repair,  subject to
normal wear and tear,  (b) is usable in the ordinary  course of business and (c)
conforms in all  material  respects  with all  applicable  Laws  relating to its
construction,  use and operation. Except for those items subject to the Personal
Property  Leases,  no Person other than the Selling  Entities owns any vehicles,
equipment or other tangible assets located on the Real Property that are used by
the Selling  Entities in the Business (other than  immaterial  items of personal
property  owned by the employees of the Selling  Entities) or that are necessary
for the  operation of the Business as currently,  and since  September 30, 1997,
operated.

         4.6  Real  Property.   Schedule  4.6  sets  forth  the  complete  legal
description of all real estate  (including a description of how such real estate
is zoned) used in the operation of the Business as well as any other real estate
that  is in  the  possession  of or  leased  by  each  Selling  Entity  and  the
improvements  (including  buildings and other  structures)  located on such real
estate  (collectively,  the "Real Property"),  identifies which Real Property is
owned  and which is  leased,  and lists  any  leases  under  which any such Real
Property is possessed by each Selling Entity or leased by each Selling Entity to
others (the "Real Estate Leases").  All of the buildings and structures included
in  the  Real  Property  are  structurally   sound,  and  all  of  the  heating,
ventilating, air conditioning,  plumbing,  sprinkler, fire alarm, electrical and
drainage  systems,  elevators and roofs,  and all other fixtures,  equipment and
systems at or  serving  such Real  Property  are in good  condition,  repair and
working  order  (subject  to normal  wear and tear)  and  constitute  all of the
systems,  elevators,  roofs,  fixtures  and  equipment  utilized  by the Selling
Entities in the operation of the Business as currently,  and since September 30,
1997, operated, and there is no condition that will result in the termination of
the present  access from the Real  Property to such  utility  services and other
facilities.  No Selling  Entity has received any written (or to the Knowledge of
any Selling Entity oral)  notices,  and no Selling Entity has reason to believe,
that any governmental body having jurisdiction over any Real Property intends to
exercise the power of  expropriation  or eminent  domain or a similar power with
respect to all or any part of the Real Property.  No Selling Entity has received
any written (or to the Knowledge of any Selling Entity oral)  notices,  from any
governmental body, and no Selling Entity has reason to believe,  that any of the
Real  Property  or any  improvements  erected or situated  thereon,  or the uses
conducted  thereon or therein,  violate any Laws of any governmental body having
jurisdiction over such Real Property. No Selling Entity has received any written
(or to the  Knowledge of any Selling  Entity oral) notice from the holder of any
mortgage,  from any insurance  company which has issued a policy with respect to
any of the Real Property or from any board of fire  underwriters  (or other body
exercising similar functions) claiming any defects or deficiencies in any of the
Real  Property or  suggesting  or  requesting  the  performance  of any repairs,
alterations or other work to any of the Real Property.

         4.7 Certain Personal  Property.  The Selling Entities have delivered to
On Stage a complete fixed asset schedule, describing and specifying the location
of all items of  tangible  personal  property  that are  included in the Interim
Balance Sheet. Except as listed on Schedule

                                       14

<PAGE>

4.7,  since the Interim  Balance Sheet Date, no Selling  Entity has (a) acquired
any items of tangible  personal property that has, in any case, a carrying value
in excess of $10,000, or an aggregate carrying value in excess of $25,000 or (b)
disposed  of  (other  than in the  ordinary  course  of  business)  any items of
tangible  personal  property  (other than  Inventory) that have, in any case, an
initial carrying value in excess of $10,000,  or an initial  aggregate  carrying
value in excess of $25,000.

         4.8  Personal  Property  Leases.  Schedule  4.8  lists all  assets  and
property  (other than Real Property) that have been used in the operation of the
Business  and that are  possessed by a Selling  Entity under an existing  lease,
including  all trucks,  automobiles,  machinery,  equipment,  office  equipment,
furniture and computers,  except for any lease under which the aggregate  annual
payments are less than $1,000 (each, an "Immaterial  Lease").  Schedule 4.8 also
lists the leases under which such assets and property listed on Schedule 4.8 are
possessed.  All of such leases (excluding  "Immaterial  Leases") are referred to
herein as the "Personal Property Leases."

         4.9 Inventory.  All Inventory of each Selling Entity  consists of items
useable  or  saleable  in the  ordinary  course  and is valued  on each  Selling
Entity's  books and  records  at the  lower of cost or fair  market  value.  The
inventory  records for the Selling Entities that have been delivered to On Stage
or made  available  for  inspection  by On Stage are  materially  accurate  with
respect to the data contained therein.

         4.10 Product Warranties and Price Guarantees.  Schedule 4.10 sets forth
any outstanding warranties or price guarantees made by each Selling Entity.

         4.11  Liabilities.  Except as  specified on Schedule  4.11,  no Selling
Entity  has any  Liabilities  with  respect  to the  Business,  and  none of the
Purchased  Assets are  subject to any  Liabilities,  except (a) as  specifically
disclosed on the Interim Balance Sheet, (b) Liabilities incurred in the ordinary
course  since the Interim  Balance  Sheet Date,  and (c)  Liabilities  under any
Contracts specifically disclosed (or not required to be disclosed because of the
term or  amount  involved)  that  were  not  required  under  GAAP to have  been
specifically disclosed or reserved for in the Financial Statements.

         4.12 Taxes.  With respect to each Selling Entity and each member of any
affiliated group of a Selling Entity,  within the meaning of section 1504 of the
Code,  of which a Selling  Entity is or has been a member (the Selling  Entities
and each such other company  referred to in this Section 4.12 as the  "Company")
(a) except as  described in Schedule  4.12,  all  reports,  returns,  statements
(including estimated reports, returns, or statements), and other similar filings
required  to be filed on or before the  Closing  Date by the  Company  (the "Tax
Returns")  with  respect to any Taxes (as defined  below) have been timely filed
with the appropriate  governmental  agencies in all  jurisdictions in which such
Tax Returns are required to be filed, and all such Tax Returns correctly reflect
the  liability of the Company for Taxes for the periods,  properties,  or events
covered  thereby;  (b) except as described in Schedule  4.12,  all Taxes payable
with respect to the Tax Returns  referred to in the  preceding  clause,  and all
Taxes

                                       15
<PAGE>

accruable or otherwise  attributable  to events  occurring  prior to the Closing
Date,  whether  disputed  or not,  whether or not shown on any Tax  Return,  and
whether or not  currently  due or payable,  will have been paid in full prior to
the Closing Date, or an adequate  accrual in accordance with generally  accepted
accounting  principles  has been  provided  with respect  thereto on the Interim
Balance  Sheet;  (c) except as  described in Schedule  4.12,  the Company has no
knowledge of any unassessed Tax deficiencies or of any audits or  investigations
pending or threatened  against the Company with respect to any Taxes; (d) except
as described in Schedule  4.12, no Tax Returns of the Company have been examined
by the  Internal  Revenue  Service,  and any  assessments  with  respect to such
returns have been fully paid; (e) except as described in Schedule 4.12, there is
in effect no extension  for the filing of any Tax Return and the Company has not
extended  or  waived  the  application  of any  statute  of  limitations  of any
jurisdiction  regarding  the  assessment  or  collection  of any Tax;  (f) since
January 1, 1994, no claim has been made by any Tax  authority in a  jurisdiction
in which the Company  does not file Tax Returns  that it is or may be subject to
taxation by that  jurisdiction;  (g) there are no liens for Taxes upon any asset
of the Company  except for liens for current  Taxes not yet due; (h) the Company
has  timely  made  all  deposits  required  by law to be made  with  respect  to
employees'  withholding  and other  payroll,  employment,  or other  withholding
taxes, including the portions of such taxes imposed upon the Company.

                  For  purposes  of this  Agreement,  "Taxes"  means any  taxes,
duties,  assessments,  fees, levies, or similar governmental  charges,  together
with any  interest,  penalties,  and  additions  to tax,  imposed  by any taxing
authority,  wherever located (i.e., whether federal, state, local, municipal, or
foreign),  including all net income, gross income, gross receipts, net receipts,
sales,  use,  transfer,   franchise,   privilege,   profits,   social  security,
disability,  withholding, payroll, unemployment,  employment, excise, severance,
property,  windfall profits, value added, ad valorem,  occupation,  or any other
similar governmental charge or imposition.

         4.13  Subsidiaries.  Except as disclosed on Schedule  4.13,  no Selling
Entity owns in relation to the Business, directly or indirectly, any interest or
investment (whether equity or debt) in any corporation,  partnership,  business,
trust, joint venture or other legal entity.

         4.14     Legal Proceedings and Compliance with Law.

                  (a)  Except as  disclosed  on  Schedule  4.14(a),  there is no
         Litigation  that is pending or, to the  Knowledge of a Selling  Entity,
         threatened  against or related to a Selling  Entity with respect to the
         Business or the Purchased  Assets.  There has been no Default under any
         Law applicable to the Purchased  Assets or the Business,  including any
         Law relating to  protection or quality of the  environment,  except for
         any Defaults that have been cured,  and no Selling  Entity has received
         any notices from any governmental  entity regarding any alleged Default
         or  investigation  under any written  order,  instruction  or direction
         pursuant to any Law except those that have been cured. Since January 1,
         1994,  there  has been no  Default  with  respect  to any  Court  Order
         applicable to a Selling Entity.

                                       16
<PAGE>

                  (b) Without limiting the generality of Section 4.14(a), except
         as  described  on Schedule  4.14(b),  to the  Knowledge  of the Selling
         Entities  there  has not been any  Environmental  Condition  (i) at any
         premises at which the  Business  is  currently  conducted,  (ii) at any
         property owned,  leased or operated at any time by a Selling Entity (or
         any  predecessor of a Selling  Entity) or any Person  controlled by any
         Affiliate of a Selling Entity, or (iii) at any property at which wastes
         have been  deposited  or disposed by or at the behest or direction of a
         Selling Entity (or any  predecessor of a Selling  Entity) or any Person
         controlled  by any Affiliate of a Selling  Entity,  nor has any Selling
         Entity received written notice of any such  Environmental  Condition or
         any   investigation,   to  determine  whether  any  such  Environmental
         Condition  exists.  "Environmental  Condition"  means any  condition or
         circumstance,  including the presence of Hazardous Substances,  whether
         created by a Selling Entity (or any predecessor of a Selling Entity) or
         any third party,  at or relating to any such  property or premises that
         would (x) require  abatement or correction under an Environmental  Law,
         (y) give rise to any civil or criminal liability under an Environmental
         Law or (z) create a public or  private  nuisance.  "Environmental  Law"
         means all Laws and Court Orders  relating to  protection  or quality of
         the  environment  as well as any principles of common law under which a
         Person may be held liable for the release or discharge of any materials
         into the environment.

                  (c) Each Selling  Entity has delivered to On Stage correct and
         complete copies of all written  reports,  studies or assessments in the
         possession  or  control  of  any  Selling  Entity  that  relate  to any
         Environmental  Condition.  No Selling Entity has Knowledge of any other
         written reports,  studies or assessments,  whether in the possession or
         control  of  a  Selling  Entity,   that  relate  to  any  Environmental
         Condition.

                  (d) Except in those cases  where the failure  would not have a
         Material Adverse Effect, (i) each Selling Entity has obtained and is in
         substantial  compliance  with all  Permits,  all of which are listed on
         Schedule 4.14(d) along with their respective expiration dates, that are
         required for the ownership of the Purchased  Assets or operation of the
         Business as currently  operated,  (ii) all of the Permits are currently
         valid and in full  force and (iii) each  Selling  Entity has filed such
         timely  and  complete  renewal  applications  as may be  required  with
         respect to its respective  Permits.  No Selling Entity has Knowledge of
         any threatened revocation, cancellation or withdrawal of a Permit.

         4.15  Contracts.  Schedule  4.15 lists each  Contract of the  following
types to which each Selling  Entity is a party or by which it is bound  relating
primarily to the Business or the Purchased Assets:

                  (a)  Contracts  with any  present  or former  5%  stockholder,
         director,  officer,  employee or  consultant or with any Affiliate of a
         Selling Entity;

                                       17
<PAGE>

                  (b) Contracts for the purchase of, or payment for, supplies or
         products, or for the performance of services, from or by a third party,
         in excess of $10,000 with respect to any one supplier or other party;

                  (c) Contracts to sell or supply  products,  Inventory or other
         property to, or to perform services for, a third party, that involve an
         amount in excess of $10,000  with  respect to any one customer or other
         party;

                  (d)  Contracts to sell any product or provide any service to a
         governmental or regulatory body;

                  (e) Contracts  limiting or restraining any Selling Entity from
         engaging or competing in any lines or business with any Person;

                  (f) Contracts with any customer providing for a volume refund,
         retrospective price adjustment or price guarantee;

                  (g)  Contracts to lease to, or to operate for, any other party
         any asset that involves an amount in excess of $5,000 in any individual
         case  (other  than Real  Estate  Leases and  Personal  Property  Leases
         identified on a Schedule);

                  (h) Any notes, debenture,  bonds, conditional sale agreements,
         equipment trust sale and lease-back and leasing  agreements,  letter of
         credit agreements,  reimbursement agreements,  loan agreements or other
         Contracts for the borrowing or lending of money  (including loans to or
         from  officers,  directors,  shareholders  or Affiliates of any Selling
         Entity),  or agreements or  arrangements  for a line of credit or for a
         guarantee of, or other undertaking in connection with, the indebtedness
         of any other Person;

                  (i) Contracts  creating or recognizing any  Encumbrances  with
         respect to any Assets;

                  (j)  Contracts   with   distributors,   manufacturers'   sales
         representatives or other sales agents;

                  (k) Contracts that relate in whole or in part to any Software,
         technical  assistance or other know-how or other Intellectual  Property
         right;

                  (l)  Contracts  for  any  capital   expenditure  or  leasehold
         improvement in excess of $5,000; and

                  (m)  Any  other  Contracts  (other  than  those  that  may  be
         terminated on not more than 30 days' notice without Liability and those
         described in any of (a) through (l) above)

                                       18
<PAGE>

         not made in the  ordinary  course of business or which are  material to
         the Business or the Assets.

         4.16 No  Selling  Entity  is in  Default  under  any  Contract.  To the
Knowledge of the Selling  Entities,  no Selling  Entity is in Default  under any
Contract  relating  primarily to the Business or has received any  communication
from, or given any  communication  to, any other party indicating that a Selling
Entity or such other  party,  as the case may be, is in  Default  under any such
Contract. To the Knowledge of the Selling Entities, none of the other parties to
any such Contract to which a Selling Entity is a party is in Default thereunder.

         4.17  Insurance.  Schedule  4.17  lists  all  policies  or  binders  of
insurance  held by or on  behalf  of each  Selling  Entity  or  relating  to the
Business or any of the Purchased Assets,  specifying with respect to each policy
the insurer, the type of insurance, the amount of the coverage, the insured, the
expiration date, the policy number and any pending claims thereunder.

         4.18     Intellectual Property.

                  (a) Schedule  4.18 sets forth a correct and complete  list and
         description of all  Intellectual  Property and all Software owned by or
         licensed to any Selling Entity and used, in whole or in part,  directly
         or indirectly in, and material to the Business,  and indicates  whether
         such  Intellectual  Property  and Software is owned or licensed by such
         Selling Entity.

                  (b) Except as  disclosed  on  Schedule  4.18:  (i) the Selling
         Entities own or possess adequate  licenses or other valid rights to use
         (without the making of any payment to others or the obligation to grant
         rights to others in  exchange)  all of such  Intellectual  Property and
         Software;  (ii) the Intellectual  Property and Software included in the
         Purchased Assets  constitute all such rights and property  necessary to
         conduct the Business in accordance with past practice and the rights to
         which  are  being  transferred  to On Stage  together  with  the  other
         Purchased  Assets;  (iii) no  Selling  Entity is in  Default  under any
         Contract with respect to any of such Intellectual Property or Software;
         (iv) the validity of such  Intellectual  Property and the rights of any
         Selling Entity  therein and to the Software has not been  questioned in
         any  Litigation  to which a Selling  Entity is or was a party or in any
         other written notice to a Selling Entity, nor, to the Knowledge of each
         Selling  Entity,  is any  such  Litigation  threatened;  and (v) to the
         Knowledge of each Selling Entity,  the conduct of the Business does not
         materially  conflict with patent rights,  licenses,  trademark  rights,
         trade name rights,  copyrights or other intellectual property rights of
         others.

                  (c) Except as disclosed on Schedule  4.18, to the Knowledge of
         each Selling Entity,  no material use of any  Intellectual  Property or
         Software  included within the Purchased  Assets has heretofore been, or
         is now being,  made by any Person other than a Selling  Entity,  except
         for Software licensed to a Selling Entity under a third party license

                                       19
<PAGE>

         agreement  listed on Schedule  4.18.  Except as  disclosed  on Schedule
         4.18, to the Knowledge of each Selling Entity, there is no current, and
         there has not since January 1, 1994 been any,  infringement of any such
         Intellectual Property or Software owned or licensed by a Selling Entity
         or  used  in the  Business.  Except  for  interests  being  transferred
         pursuant to this  Agreement,  no present or former  director,  officer,
         employee  or  consultant  of a  Selling  Entity or any  Affiliate  of a
         Selling  Entity has any  interest,  direct or  indirect,  in any of the
         Intellectual Property or Software.

                  (d)  To  the  Knowledge  of  each  Selling   Entity,   (i)  no
         Confidential Information of a Selling Entity has been used, divulged or
         appropriated  for the  benefit  of any Person  other  than the  Selling
         Entities or otherwise to the  detriment of any Selling  Entity and (ii)
         no  employee  or  consultant  of a Selling  Entity is, or is  currently
         expected to be, in Default under any term of any  employment  Contract,
         agreement or arrangement relating to the Intellectual  Property, or any
         confidentiality  agreement  or any other  Contract  or any  restrictive
         covenant relating to the Intellectual  Property,  or to the development
         or exploitation thereof.

         4.19     Employee Relations. 

                  (a) Except as described on Schedule 4.19, no Selling Entity is
         in relation to the Business  (i) a party to or  otherwise  bound by any
         collective  bargaining or other type of union  agreement,  (ii) a party
         to, involved in or, to the Knowledge of any Selling Entity,  threatened
         by,  any  labor  dispute  or unfair  labor  practice  charge,  or (iii)
         currently  negotiating  any  collective  bargaining  agreement,  and no
         Selling Entity has  experienced any work stoppage during the last three
         years in the operation of the Business as a result of a labor  dispute.
         Schedule  4.19 sets forth the names and current  annual salary rates or
         current hourly wages of all present employees of the Business.

                  (b) Each Selling Entity in the operation of the Business is in
         material compliance with all applicable laws respecting  employment and
         employment practices,  terms and conditions of employment and wages and
         hours,  and is not engaged in any unfair labor  practice.  There are no
         outstanding  written claims  against any Selling Entity  (whether under
         Law,  contract,  policy, or otherwise)  asserted by or on behalf of any
         present or former  employee or job applicant of the Business on account
         of or for (i) overtime  pay,  other than  overtime pay for work done in
         the current payroll  period,  (ii) wages or salary for any period other
         than the current  payroll  period,  (iii) any amount of vacation pay or
         pay in lieu of vacation  time off,  other than vacation time off or pay
         in lieu  thereof  earned in or in respect of the current  fiscal  year,
         (iv) any amount of severance pay or similar benefits,  (v) unemployment
         insurance benefits,  (vi) workers' compensation or disability benefits,
         (vii)  any  violation  of  any  statute,   ordinance,  order,  rule  or
         regulation  relating  to plant  closings,  employment  terminations  or
         layoffs,  including  employee  retraining,  (viii) any violation of any
         statute,  ordinance,  order,  rule or regulations  relating to employee
         "whistleblower"  or  "right-to-know"  rights and  protection,  (ix) any
         violation

                                       20
<PAGE>

         of any statute,  ordinance,  order, rule or regulations relating to the
         employment  obligations of federal contractors or subcontractors or (x)
         any  violation of any Law relating to minimum wages or maximum hours of
         work,  and to the Knowledge of each Selling  Entity no such claims have
         been  asserted.  Since  January  1,  1994,  no  Person  (including  any
         governmental  body) has asserted or threatened  any claims  against any
         Selling Entity relating to the Business under or arising out of any Law
         relating to  discrimination  or  occupational  safety in  employment or
         employment practices.

         4.20     ERISA.

                  (a) Schedule  4.20(a)  contains a complete list of all Benefit
         Plans sponsored or maintained by the Selling  Entities,  or under which
         the Selling Entities may be obligated. The Selling Entities do not have
         any current or  contingent  liability  with respect to any Benefit Plan
         other than those  listed on  Schedule  4.20(a).  For  purposes  of this
         Section 4.20 and Section 6.10, the term "Selling  Entity" shall include
         any partnership or corporation that is a member of any controlled group
         of partnerships  or  corporations  (as defined in Section 414(b) of the
         Code)  that  includes  the  Selling  Entities,  any  trade or  business
         (whether or not incorporated)  that is under common control (as defined
         in  Section  414(c)  of  the  Code)  with  any  Selling   Entity,   any
         organization  (whether  or not  incorporated)  that is a  member  of an
         affiliated  service  group (as  defined in Section  414(m) of the Code)
         that includes each Selling  Entity and any other entity  required to be
         aggregated with any Selling Entity  pursuant to the regulations  issued
         under Section 414(o) of the Code. Each Benefit Plan providing  benefits
         that are funded  through a policy of insurance is indicated by the word
         "insured"  placed  by the  listing  of the  Benefit  Plan  on  Schedule
         4.20(a).

                  (b) The Selling  Entities have  delivered to On Stage,  to the
         extent applicable, (i) accurate and complete copies of all Benefit Plan
         documents  and all other  documents  relating  thereto,  including  all
         summary  plan  descriptions,   summary  annual  reports  and  insurance
         contracts,  (ii)  accurate  and  complete  detailed  summaries  of  all
         unwritten Benefit Plans, (iii) accurate and complete copies of the most
         recent financial  statements and actuarial  reports with respect to all
         Benefit Plans for which financial  statements or actuarial  reports are
         required or have been prepared and (iv) accurate and complete copies of
         all annual  reports for all Benefit Plans (for which annual reports are
         required) prepared within the last three years.

                  (c) All Benefit Plans conform (and for the past six years have
         conformed)  to, and are being  administered  and operated  (and for the
         past six  years  have  been  administered  and  operated)  in  material
         compliance with, the requirements of ERISA, the Code and all applicable
         Laws.  All returns,  reports and disclosure  statements  required to be
         made under ERISA and the Code with  respect to all  Benefit  Plans have
         been timely filed or delivered or an extension  for the delayed  filing
         has  been  obtained  from  the  Internal  Revenue  Service  or the U.S.
         Department of Labor. To the Knowledge of the

                                       21
<PAGE>

         Selling Entities,  there has not been any "prohibited  transaction," as
         such term is  defined in  Section  4975 of the Code or  Section  406 of
         ERISA  involving  any of the  Benefit  Plans,  that could  subject  the
         Selling Entities to any penalty or tax imposed under the Code or ERISA.

                  (d) Any Benefit  Plan that is intended to be  qualified  under
         Section  401(a) of the Code and exempt from tax under Section 501(a) of
         the Code has been  determined by the Internal  Revenue Service to be so
         qualified or an  application  for  determination  has been timely filed
         (and is still  pending)  with the Internal  Revenue  Service,  and such
         determination remains in effect and has not been revoked. Copies of the
         most recent Internal  Revenue Service  determination  letters,  if any,
         applicable  to the  Benefit  Plans  have  been  delivered  to On Stage.
         Nothing  has  occurred  since  the date of any such  determination  (if
         received) that would adversely affect such qualification or exemption.

                  (e) No Selling Entity  sponsors or contributes to, and has not
         at any time sponsored or contributed to, a defined benefit plan subject
         to Title IV of ERISA,  and no Selling Entity has incurred any liability
         under Title IV of ERISA.  No Selling Entity has a current or contingent
         obligation  to  contribute  to any  multiemployer  plan (as  defined in
         Section  3(37)  of  ERISA),  nor has any  Selling  Entity  ever had any
         obligation to contribute to a multiemployer plan.

                  (f) There are no pending or, to the  Knowledge of each Selling
         Entity,  threatened  claims by or on behalf of any Benefit Plans, or by
         or on behalf of any  participants or beneficiaries of any Benefit Plans
         or other persons,  alleging any breach of fiduciary duty on the part of
         any Selling Entity or any of its officers, directors or employees under
         ERISA or any applicable  Law, or claiming  benefit  payments other than
         those made in the ordinary  operation of such plans,  nor is there,  to
         the Knowledge of each Selling Entity,  any basis for any such claim. To
         the  Knowledge of each Selling  Entity,  the Benefit  Plans are not the
         subject of any  investigation,  audit or action by the Internal Revenue
         Service,  the U.S.  Department of Labor or the Pension Benefit Guaranty
         Corporation  ("PBGC").  Except as  disclosed  on Schedule  4.20(f),  no
         Selling  Entity has made a plan or  commitment,  whether or not legally
         binding,  to create any additional  Benefit Plan or to modify or change
         any existing Benefit Plan.

                  (g) Each Selling  Entity has made all  required  contributions
         under its Benefit Plan on a timely  basis,  or such  contributions  are
         properly accrued on the Financial Statements.

                  (h) There have been no accumulated  funding  deficiencies  (as
         defined  in  Section  412 of the Code or  Section  302 of  ERISA)  with
         respect  to any  Benefit  Plan and no  request  for a  waiver  from the
         Internal   Revenue   Service  with  respect  to  any  minimum   funding
         requirement  under  Section  412 of the Code.  No  Selling  Entity  has
         incurred  any  liability  for any  excise,  income  or  other  taxes or
         penalties with respect to any Benefit

                                       22
<PAGE>

         Plan,  and no event  has  occurred  and no  circumstance  exists or has
         existed that could give rise to any such liability.

                  (i)  The  execution  of and  performance  of the  transactions
         contemplated  by this  Agreement  will  not  (either  alone or upon the
         occurrence  of any  additional  or  subsequent  events)  result  in any
         payment, severance compensation,  acceleration,  vesting or increase in
         benefits  with respect to any employee or former  employee of a Selling
         Entity,  and  no  compensation  or  benefits  to be  provided  to  such
         employees or former employees under any Benefit Plan or other agreement
         in effect as of the Closing  will be  considered  an "excess  parachute
         payment" under Section 280G of the Code.

                  (j) With  respect  to any  Benefit  Plan  that is an  employee
         welfare  benefit  plan (within the meaning of Section 3(1) of ERISA) (a
         "Welfare  Plan"),  (i) each  Welfare Plan for which  contributions  are
         claimed as deductions  under any provision of the Code is in compliance
         with all applicable  requirements  pertaining to such  deduction,  (ii)
         with respect to any welfare benefit fund (within the meaning of Section
         419 of the Code)  related to a Welfare Plan,  there is no  disqualified
         benefit  (within the meaning of Section 4976(b) of the Code) that would
         result in the  imposition of a tax under  Section  4976(a) of the Code,
         (iii) any Benefit  Plan that is a group health plan (within the meaning
         of Section  4980B(g)(2)  of the Code)  complies,  and in each and every
         case has complied, with all of the requirements of Section 4980B of the
         Code,  ERISA,  Title  XXII  of  the  Public  Health  Service  Act,  the
         applicable  provisions of the Social Security Act and other  applicable
         laws,  (iv) all Welfare Plans may be amended or terminated by a Selling
         Entity at any time on or after the  Closing,  and (v) no  Welfare  Plan
         provides  health  or other  benefits  after  an  employee's  or  former
         employee's  retirement or other  termination  of  employment  except as
         required by Section 4980B of the Code.

                  (k) All persons  classified by a Selling Entity as independent
         contractors  satisfy and have satisfied the  requirements of applicable
         law to be so  classified,  each Selling Entity has fully and accurately
         reported their  compensation  on IRS Forms 1099 when required to do so,
         and no Selling  Entity has any  obligations  to provide  benefits  with
         respect to such persons under Benefit Plans or otherwise.

         4.21  Absence  of  Certain  Changes.  Except  as  contemplated  by this
Agreement,  since the Interim Balance Sheet Date, except as mutually agreed, the
Business has been  conducted in the ordinary  course and there has not been with
respect to any Selling Entity:

                  (a) any material  adverse change in the Business or its assets
         or liabilities;

                  (b) any  increase  in the  compensation  payable  or to become
         payable to any employee or agent of the Business,  except for increases
         for non-officer employees made in the ordinary course of business,  nor
         any other change in any  employment  or consulting  arrangement  of the
         Business;

                                       23
<PAGE>

                  (c) any sale, assignment or transfer of any material assets of
         the  Business,  or  any  additions  to or  transactions  involving  any
         material assets of the Business,  other than those made in the ordinary
         course of business;

                  (d)  any  change  in the  accounting  policies  followed  with
         respect to the Business or the method of applying such principles;

                  (e)  any  capital  expenditure   commitment  of  the  Business
         involving in any individual case, or series of related cases, more than
         (i)  $10,000  or (ii) an amount  that  would  cause the sum of all such
         capital expenditure commitments to exceed $25,000; or

                  (f) any other  transaction  involving a development  affecting
         the Business or the  Purchased  Assets  outside the ordinary  course of
         business consistent with past practice.

         4.22  Customers.  Each Selling Entity has used its reasonable  business
efforts to maintain and does currently maintain, good working relationships with
all of its tour operators and ticketing receptives (collectively,  "Customers").
Schedule 4.22 contains a list of the names of each of the five  Customers  that,
for the six months ended June 30, 1998 were the largest dollar volume  Customers
of each  Selling  Entity.  Except as specified  on Schedule  4.22,  none of such
Customers  has given any  Selling  Entity  written (or to the  Knowledge  of any
Selling Entity oral) notice  terminating,  canceling or threatening to terminate
or cancel any Contract or relationship with a Selling Entity.

         4.23 Finder's Fees. No Person has been retained by the Selling Entities
that is or will be  entitled  to any  commission  or  finder's or similar fee in
connection with the Transactions.

         4.24  Additional  Information.  Schedule 4.24 accurately sets forth all
names under which each Selling Entity has conducted any business or which it has
otherwise used at any time during the past five years.

         4.25  Transactions  with  Affiliates.  Except as set forth on  Schedule
4.25,  no Affiliate of any Selling  Entity owns or has a  controlling  ownership
interest in any  corporation or other entity (other than another Selling Entity)
that is a party to any  Contract  with  respect to the  Purchased  Assets or the
Business.

         4.26 Full  Disclosure.  There are and will be no materially  misleading
statements in any of the  representations  and  warranties  made by each Selling
Entity in this Agreement  (including the Schedules and Exhibits attached hereto)
or any other Transaction  Document or in any of the documents,  certificates and
instruments delivered or to be delivered by each Selling Entity pursuant to this
Agreement and no Selling  Entity has omitted to state any fact necessary to make
statements  made herein or therein not materially  misleading.  There is no fact
known to any Selling Entity that has specific application to the Business (other
than general economic or

                                       24
<PAGE>

industry  conditions)  and that materially  adversely  affects or, as far as the
Selling Entities reasonably foresee, materially threatens, the assets, business,
prospects,  financial  condition,  or results of operations of the Business that
has not been set forth in this Agreement or the Schedules hereto.

5.  Representations  and Warranties of On Stage. On Stage hereby  represents and
warrants to each Selling Entity as follows:

         5.1 Corporate Status. On Stage is a corporation duly organized, validly
existing and in good  standing  under the laws of the State of Nevada.  On Stage
has the  requisite  power and  authority to execute and deliver the  Transaction
Documents to which it is a party and to perform the Transactions to be performed
by it thereunder,  and such execution,  delivery and performance by it have been
duly authorized by all necessary corporate action.

         5.2  Authorization.  On Stage has the requisite  power and authority to
execute  and  deliver the  Transaction  Documents  to which it is a party and to
perform the  Transactions  to be performed by it. Such  execution,  delivery and
performance by On Stage has been duly authorized by all necessary  action.  Each
Transaction  Document  executed and  delivered by On Stage as of the date hereof
has been duly  executed and  delivered by On Stage and  constitutes  a valid and
binding obligation of On Stage,  enforceable against On Stage in accordance with
its terms.  Each  Transaction  Document to be executed and delivered by On Stage
after the date hereof will have been duly executed and delivered by On Stage and
will constitute a valid and binding obligation of On Stage,  enforceable against
it in accordance with its terms.

         5.3 Consents and  Approvals.  Neither the  execution and delivery by On
Stage of the Transaction  Documents to which it is a party,  nor the performance
of the  Transactions to be performed by it thereunder,  will require any filing,
consent or approval or  constitute a Default under (a) any Law or Court Order to
which it is subject,  (b) its Charter  Documents or bylaws or (c) any  Contract,
Permit or other  document to which it is a party or by which its  properties  or
other assets may be subject.

         5.4 Capital Stock Ownership.  The total authorized  capital stock of On
Stage  consists of 25,000,000  shares of common stock,  par value $.01 per share
(of which approximately  7,397,350 shares were issued and outstanding as of July
1, 1998),  and 1,000,000 shares of preferred stock, par value $.01 per share (of
which no shares are outstanding). As of April 21, 1998, On Stage had outstanding
options and  warrants to purchase  3,354,820  shares of its common  stock and no
shares of its preferred stock.

         5.5  Finder's  Fees.  No  Person  retained  by On  Stage  is or will be
entitled to any  commission  or finder's or similar fee in  connection  with the
Transactions.

         5.6 Proxy Statement. The information supplied by On Stage for inclusion
in the Proxy  Statement  shall  not,  at the time the Proxy  Statement  is first
mailed to shareholders, or at

                                       25
<PAGE>

the time of the  Shareholders  Meeting or the  Closing,  contain  any  statement
which, at such time and in light of the  circumstances  under which it was made,
is false or misleading  with respect to any material  fact, or omit to state any
material  fact  necessary  in  order to make the  statements  made in the  Proxy
Statement not false or  misleading or omit to state any material fact  necessary
to correct  any  statement  in any  earlier  communication  with  respect to the
solicitation of proxies for the  Shareholders  Meeting which has become false or
misleading.  If at any time prior to the Closing any event  relating to On Stage
or any  Affiliate of On Stage should be  discovered  by On Stage which should be
set forth in a supplement to the Proxy Statement, On Stage shall promptly inform
CRC.

6.       Certain Agreements.

         6.1 Access.  Between the date of this  Agreement  and the Closing Date,
the Selling  Entities  shall (a) give On Stage and any Person who is considering
providing  financing to On Stage to finance any portion of the  Purchase  Price,
and their respective  authorized  representatives and legal counsel,  reasonable
access to all properties,  books, Contracts,  Assets and records of each Selling
Entity relating to the Business or the Purchased Assets,  (b) permit On Stage to
make inspections thereof, and (c) cause its officers and its advisors to furnish
On Stage with such  financial  and  operating  data and other  information  with
respect to the Business of each Selling  Entity and to discuss with On Stage and
its  authorized  representatives  and legal  counsel  the affairs of the Selling
Entities relating to the Business or the Purchased  Assets,  all as On Stage may
from time to time reasonably request.

         6.2      Shareholder Vote; Proxy Statement.

                  (a) As  promptly as  practicable  after the date  hereof,  CRC
         shall take all action  necessary in accordance with Rules 14a-1 et seq.
         of the Exchange Act, the Minnesota Business  Corporation Act, the rules
         of the  National  Association  of  Securities  Dealers,  Inc. and CRC's
         Charter  Documents  to  call,  give  notice  of,  convene  and hold the
         Shareholders Meeting as promptly as practicable (unless such date shall
         be delayed due to circumstances  reasonably  beyond the control of CRC)
         to  consider  and vote  upon the  approval  of this  Agreement  and the
         Transactions  contemplated hereby and for such other purposes as may be
         necessary or desirable. Subject to the fiduciary duties of the Board of
         Directors under applicable law, as determined by such directors in good
         faith  after  consultation  with and based  upon the  advice of outside
         legal  counsel,  the Board of Directors of CRC shall use its reasonable
         best efforts to solicit and secure from its shareholders  such approval
         of this  Agreement  and the  Transactions  contemplated  hereby,  which
         efforts may include  soliciting  shareholder  proxies  therefor  and to
         advise On Stage upon its request,  from time to time,  as to the status
         of the shareholder vote then tabulated.

                  (b) As  promptly as  practicable  after the date  hereof,  CRC
         shall prepare and file with the Commission  preliminary proxy materials
         of CRC under the Exchange Act with  respect to this  Agreement  and the
         Transactions contemplated hereby and will

                                       26
<PAGE>

         thereafter use its  reasonable  best efforts to respond to any comments
         of the Commission with respect thereto and to cause the Proxy Statement
         and  other  proxy  materials  to be  mailed  to CRC's  shareholders  as
         promptly as  practicable in compliance  with the rules and  regulations
         under  the  Exchange  Act.  The  Proxy   Statement  shall  include  the
         unqualified  recommendation  of CRC's  Board of  Directors  that  CRC's
         shareholders  vote in favor of the approval of this  Agreement  and the
         Transactions contemplated hereby, unless otherwise necessary due to the
         applicable  fiduciary  duties of the directors of CRC, as determined by
         such directors in good faith after consultation with and based upon the
         advice of independent legal counsel.

                  (c) CRC and On Stage  shall  cooperate  with each other in the
         preparation  of (and On  Stage  shall  provide  to CRC all  information
         necessary in order to prepare) the Proxy  Statement  and On Stage shall
         provide  promptly to CRC any information  that On Stage may obtain that
         could necessitate amending such document.

                  (d) CRC will  notify On Stage  promptly  of the receipt of any
         comments  from the  Commission  or its staff and of any requests by the
         Commission  or its staff for  amendments  or  supplements  to the Proxy
         Statement or for additional  information  and will supply On Stage with
         copies of all correspondence  between CRC or any of its representatives
         on the one hand and the  Commission or its staff on the other hand with
         respect  thereto.  If at any time prior to the  Closing,  any  material
         event shall occur that is required to be set forth in an amendment  of,
         or a supplement to, the Proxy Statement, CRC shall promptly prepare and
         file such  amendment or supplement  and  distribute  such  amendment or
         supplement  as required  by  applicable  law,  including  mailing  such
         supplement or amendment to CRC's shareholders.

                  (e) The information  provided and to be provided by CRC and On
         Stage for use in the Proxy  Statement  shall at all times  prior to the
         Closing be true and correct in all material respects and shall not omit
         to state any material fact  required to be stated  therein or necessary
         in order to make such  information not materially  false or misleading,
         and  CRC  and  On  Stage  each  agree  to  promptly  correct  any  such
         information  provided by it for use in the Proxy  Statement  that shall
         have become false or misleading.  The Proxy Statement,  when filed with
         the  Commission  shall comply as to form in all material  respects with
         all applicable requirements of law.

         6.3      No Solicitation.

                  (a) Without the prior  written  consent of On Stage,  from and
         after the date  hereof,  each  Selling  Entity  will not,  and will not
         authorize or permit any of its subsidiaries or any officers, directors,
         employees,  financial advisors,  agents or other representatives of any
         of the foregoing  ("Representatives")  to, directly or indirectly,  (i)
         solicit,   initiate  or  encourage  (including  by  way  of  furnishing
         information)  or take any other  action  to  facilitate  knowingly  any
         inquiries or the making of any proposal which

                                       27
<PAGE>

         constitutes  or may  reasonably  be expected to lead to an  Acquisition
         Proposal  (hereinafter  defined)  from any  person;  (ii) engage in any
         discussion or  negotiations  relating to any Acquisition  Proposal;  or
         (iii) enter into any  agreement  with respect to, agree to,  approve or
         recommend   any   Acquisition   Proposal;   provided,   however,   that
         notwithstanding  any other provision  hereof,  CRC may, (A) at any time
         prior to the time CRC's  shareholders  shall have voted to approve this
         Agreement   and  the   Transactions   contemplated   hereby  engage  in
         discussions  or  negotiations  with a third party (and may furnish such
         third party information  concerning the Business and its properties and
         assets)  who  (without  any  solicitation,  initiation,  encouragement,
         discussion  or  negotiation,  directly  or  indirectly,  by or with any
         Selling Entity or the  Representatives  after the date hereof) makes an
         unsolicited bona fide written Acquisition  Proposal if, and only to the
         extent that, (1) the third party has first made an Acquisition Proposal
         that CRC's Board of Directors  reasonably and in good faith believes is
         financially superior to the Transactions contemplated by this Agreement
         and has  demonstrated  that the  funds  necessary  for the  Acquisition
         Proposal are  reasonably  likely to be available (as determined in good
         faith in each case by CRC's Board of Directors after  consultation with
         its financial advisors) and which Acquisition Proposal  accomplishes at
         least the same  long-term  strategic  benefits  afforded to the Selling
         Entities and CRC's  shareholders by this Agreement and the Transactions
         contemplated  hereby  (such  an  Acquisition   Proposal,   a  "Superior
         Proposal"),  and CRC's Board of Directors shall conclude in good faith,
         after considering  applicable  provisions of state law, on the basis of
         advice of outside  legal  counsel that such action is necessary for the
         Board of Directors  to act in a manner  consistent  with its  fiduciary
         duties  under   applicable  law,  and  (2)  prior  to  furnishing  such
         information to or entering into  discussions or negotiations  with such
         person or entity,  CRC receives  from such person or entity an executed
         confidentiality  agreement  in form  and  substance  identical  to that
         certain Mutual  Nondisclosure  Agreement between On Stage and CRC dated
         February, 1998, and (3) CRC shall have fully complied with this Section
         6.3; (B) comply with Rule 14e-2 promulgated under the Exchange Act with
         regard to a tender or  exchange  offer;  and/or  (C)  accept a Superior
         Proposal from a third party,  provided CRC  terminates  this  Agreement
         pursuant to Section  11.1(i).  As used herein,  "Acquisition  Proposal"
         means a proposal or offer for, or other business combination involving,
         a substantial portion of the assets of the Business whether directly or
         indirectly through a tender or exchange offer, merger, consolidation or
         other business combination involving CRC or any other Selling Entity or
         any proposal to acquire in any manner a substantial equity interest in,
         or a  substantial  portion of the  assets of, CRC or any other  Selling
         Entity.

                  (b) Each Selling Entity shall  immediately cease and terminate
         any  existing  solicitation,   initiation,   encouragement,   activity,
         discussion or negotiation with any parties conducted  heretofore by any
         Selling Entity or their  Representatives  with respect to the foregoing
         and  shall  promptly   request  the  return  of  all   confidential  or
         proprietary  information  of the  Business  furnished  to  any of  such
         parties.  CRC shall  notify On Stage  orally and in writing of any such
         inquiries,  offers or proposals  (including the terms and conditions of
         any such proposal and the identity of the person making it),  within 24
         hours

                                       28
<PAGE>

         of the receipt thereof,  shall keep On Stage informed of the status and
         details of any such inquiry, offer or proposal, and shall give On Stage
         at least two business days prior  written  notice of (i) any meeting of
         the Board of  Directors  of CRC to take any action  with  respect to an
         Acquisition  Proposal  or to  withdrawing  or  modifying,  in a  manner
         adverse to On Stage, its  recommendation to CRC's shareholders in favor
         of approval of this Agreement and the Transactions contemplated hereby,
         and (ii) any  agreement to be entered into with any person  making such
         inquiry, offer or proposal.

                  (c) Prior to acceptance of a Superior Proposal, CRC shall, and
         shall cause its  financial  and legal  advisors  to,  negotiate in good
         faith with On Stage,  for a period of not less than two business  days,
         to make such changes to the terms and  conditions of this  Agreement as
         (i) would enable the Selling  Entities to proceed with the Transactions
         contemplated  hereby and (ii) are consistent with the fiduciary  duties
         of CRC's Board of Directors under applicable law.

                  (d) During the period from the date of this Agreement  through
         the Closing, each Selling Entity shall not terminate,  amend, modify or
         waive any provision of any  confidentiality or standstill  agreement to
         which it is a party.  During such  period,  each  Selling  Entity shall
         enforce,  to the fullest extent  permitted  under  applicable  law, the
         provisions of any such agreement, including by obtaining injunctions to
         prevent any breaches of such agreements and to enforce specifically the
         terms  and  provisions  thereof  in any court of the  United  States of
         America or of any state having jurisdiction.

         6.4 Update  Schedules.  Between the date  hereof and the Closing  Date,
each  Selling  Entity  shall  promptly  disclose  to On  Stage  in  writing  any
information  set  forth in the  Schedules  that is no longer  complete,  true or
applicable and any  information of the nature of that set forth in the Schedules
that  arises  after the date  hereof  and that would  have been  required  to be
included in the Schedules if such  information  had been obtained on the date of
delivery thereof.

         6.5  Financial  Information.  Until the Closing,  the Selling  Entities
shall provide On Stage,  as soon as practicable but in no event no later than 20
days after the end of each month, with an unaudited  consolidated  balance sheet
of the Business and the related consolidated statement of income of the Business
as of and for the month then  ended,  prepared  on the same basis as the Interim
Financial  Statements  referred to in Section 4.4, and  certified as such by the
chief financial officer of each Selling Entity.

         6.6      Restrictive Covenants.

                  (a) Each Selling  Entity  covenants that for the period ending
four years after the Closing Date,  it will not,  directly or  indirectly,  own,
manage,  operate,  join,  control,  finance  or  participate  in the  ownership,
management,  operation,  control or financing  of, or be connected as a partner,
principal, agent, representative,  consultant or otherwise with or use or permit
its name to be used in  connection  with,  any  business or  enterprise  engaged
directly or indirectly in

                                       29
<PAGE>

competition  with  the  business  conducted  by On  Stage  and  its  Affiliates,
including  any  business  involving  a live  stage  production  or the  Business
(together, the "Restricted Business"),  within any portion of the United States,
Canada or  Western  Europe.  Nothing  in this  Section  6.6(a) to the  contrary,
however,   shall  restrict  the  performance  of  the  Performance  Contract  in
accordance with the terms thereof.  Furthermore,  notwithstanding the foregoing,
the Selling Entities may engage in the Restricted  Business in casinos owned and
operated by CRC or its  Affiliates,  provided that the Selling  Entities  comply
with Section 6.13,  that the Restricted  Business in such casinos is not similar
to the Country Tonite business and that the Restricted  Business in such casinos
is not located  within 100 miles of either Pigeon  Forge,  Tennessee or Branson,
Missouri or any other locations where there is a Country Tonite business.  It is
recognized by On Stage, and each Selling Entity, that the Restricted Business is
and is expected to continue to be conducted throughout the United States, Canada
and Western Europe and that a more narrow geographical  limitation of any nature
on this non-competition covenant (and the non-solicitation covenant set forth in
Section 6.6(b)) are therefore not appropriate.  The foregoing  restriction shall
not be construed to prohibit  the  ownership by any Selling  Entity of a passive
investment  of not more than five percent (5%) of any class of securities of any
corporation  which is engaged in any of the  foregoing  businesses  and which is
listed on a recognized securities exchange.

                  (b) No Selling  Entity  shall,  during  the period  ending two
years after the Closing Date, either directly or indirectly, (i) with respect to
the activities  prohibited by Section 6.6(a),  call on or solicit any Person who
or which  within  the past two years has been a  Customer  with  respect  to the
Restricted Business or (ii) solicit the employment of any Person who is employed
by On Stage  or any  Affiliate  of On  Stage  during  such  period  on a full or
part-time  basis (except after any such Person's  employment has been terminated
by On Stage or any such Affiliate).

                  (c)  Each  Selling  Entity   acknowledges   that  Confidential
Information  is a valuable  and unique  asset and agrees that no Selling  Entity
shall disclose any Confidential Information after the Closing Date to any Person
for any reason  whatsoever,  unless such information (i) is in the public domain
through no wrongful act of any such Person,  (ii) has been  rightfully  received
from a third party without  restriction  and without breach of this Agreement or
(iii) is required by law to be disclosed.

                  (d) Each Selling  Entity  acknowledges  that the  restrictions
contained  in this  Section  6.6 are  reasonable  and  necessary  to protect the
legitimate  interests  of On  Stage  and  that  any  violation  will  result  in
irreparable  injury to On Stage.  On Stage shall be entitled to preliminary  and
permanent injunctive relief,  without the necessity of proving actual damages or
posting any bond, as well as an equitable  accounting  of all earnings,  profits
and other benefits  arising from any violation of this Section 6.6, which rights
shall be cumulative  and in addition to any other rights or remedies to which On
Stage may be entitled.  In the event that any of the  provisions of this Section
6.6  should  ever be  adjudicated  to exceed  the time,  geographic,  product or
service,  or other limitations  permitted by applicable law in any jurisdiction,
then such

                                       30
<PAGE>

provisions  shall be deemed  reformed in such  jurisdiction to the maximum time,
geographic,  product or service,  or other  limitations  permitted by applicable
law.

                  (e) On Stage and each Selling  Entity  intend to and do hereby
confer  jurisdiction to enforce the covenants set forth in this Section 6.6 upon
the courts of any jurisdiction  within the geographical scope of such covenants.
In addition to Section 14 and not in  limitation  thereof,  if the courts of any
one or more of such jurisdictions hold such covenants  unenforceable in whole or
in part,  it is the  intention  of On Stage and each  Selling  Entity  that such
determination  not bar or in any way adversely  affect the right of On Stage and
its Affiliates to equitable relief and remedies hereunder in courts of any other
jurisdiction  as to breaches or violations  of this Section 6.6, such  covenants
being, for this purpose, severable into diverse and independent covenants.

         6.7 Required Consents,  Regulatory and other Approvals.  Subject to the
fiduciary duties of CRC's Board of Directors, as determined by such directors in
good faith after  consultation  with and based upon the advice of outside  legal
counsel,  the Selling Entities shall (a) take all commercially  reasonable steps
necessary or  desirable,  and proceed  diligently  and in good faith and use all
commercially  reasonable  efforts,  as  promptly  as  practicable  to obtain the
Required Consents, approvals or actions of, to make all filings with and to give
all  notices to  governmental  or  regulatory  authorities  or any other  Person
required of the Selling  Entities to consummate  the  transactions  contemplated
hereby and by the Transaction Documents,  (b) provide such other information and
communications to such  governmental or regulatory  authorities or other Persons
as On Stage or such governmental or regulatory  authorities or other Persons may
reasonably  request in connection  therewith and (c) cooperate  with On Stage as
promptly as practicable in obtaining the Required Consents, approvals or actions
of, making all filings with and giving all notices to governmental or regulatory
authorities or other Persons required of On Stage to consummate the transactions
contemplated hereby and by the Transaction Documents.  The Selling Entities will
provide prompt  notification  to On Stage when any Required  Consent,  approval,
action,  filing or notice  referred to in clause (a) above is  obtained,  taken,
made or given,  as  applicable,  and will advise On Stage of any  communications
(and,  unless precluded by Law, provide copies of any such  communications  that
are in writing) with any  governmental  or regulatory  authority or other Person
regarding any of the  transactions  contemplated by this Agreement or any of the
Transaction Documents.

         6.8  Publicity.  Neither  any  Selling  Entity  nor On  Stage,  nor any
affiliates which they respectively control, shall issue or cause the publication
of any press release or other public  statement or announcement  with respect to
this  Agreement  or the  Transactions  contemplated  hereby  without  the  prior
consultation of the other parties hereto, except as may be required by law or by
obligations  pursuant to any listing  agreement with the Nasdaq SmallCap and the
Nasdaq National Market.

                                       31
<PAGE>

         6.9  Satisfaction  of  Liabilities.  Each Selling Entity shall,  in the
ordinary  course of business,  fully  satisfy or cause to be satisfied all third
party Liabilities and obligations of any Selling Entity relating to the Business
which are not Assumed Liabilities.

         6.10 Employee Benefit Matters.  On Stage shall have no  responsibility,
liability or other  obligations with respect to any Benefit Plans of the Selling
Entities, and the Selling Entities shall be fully responsible therefor.

         6.11  Financing.  On Stage will use  reasonable  commercial  efforts to
enter into  definitive  agreements  providing  for the  financing  of On Stage's
acquisition of the Business hereunder, containing terms satisfactory to On Stage
in its  sole  discretion,  and to  obtain  on the  Closing  Date  the  financing
contemplated by such definitive  financing  agreements.  From time to time, upon
CRC's  request,  On Stage  shall  advise CRC as to the status of its  efforts to
obtain such financing.

         6.12     Business Financial Statements.

                  (a) On Stage and CRC have  engaged  BDO  Seidman to prepare in
         accordance with GAAP (i) an audited  consolidated  balance sheet of the
         Business  as of December  31,  1996 and 1997 and  audited  consolidated
         income statements and statements of cash flows for the 12-month periods
         then ended and (ii) after the  Closing,  a statement  of net  Purchased
         Assets and the Assumed Liabilities as of the Closing Date. On Stage and
         CRC shall each pay BDO  Seidman  one-half  of its fees and  expenses in
         connection with the preparation of such financial statements.

                  (b) After the Closing, each Selling Entity shall provide to On
         Stage and its accountants and other  representatives  reasonable access
         to accounting  and other books and records of the Selling  Entities and
         personnel  at the  Selling  Entities to permit the  preparation  of the
         interim unaudited 1998 financial statements of the Business required to
         be filed by On Stage under the Exchange Act.

         6.13 Right of First Negotiation. Within five years of the Closing Date,
CRC shall  promptly  notify On Stage in  writing in the event that CRC or any of
its Affiliates desires to provide live entertainment in any venue owned,  leased
or operated by any of the Selling Entities,  or any Affiliates thereof.  For the
seven days  following  receipt of such  notification  by On Stage,  the  Selling
Entities shall undertake in good faith,  exclusively with On Stage, to negotiate
an agreement for On Stage or its Affiliates to provide such live  entertainment.
After the  expiration  of such seven day period,  in the event that the material
terms of an agreement for the provision of such live entertainment have not been
agreed  to in  principle  between  On Stage or its  relevant  Affiliate  and the
relevant Selling Entity,  such Selling Entity shall thereafter be free to engage
in negotiations  for the provision of such live  entertainment  with On Stage or
any third party, or to produce such live entertainment itself.

                                       32
<PAGE>

         6.14     Employment and Employment Benefits.

                  (a) On Stage shall offer full-time employment to all employees
         of any Selling  Entity who are  employed in the Business on a full-time
         basis as of the  Closing  and  (except as  required by law) who are not
         then  absent  due to  serious  bodily  injury,  long-term  sickness  or
         disability,  layoff or leave of absence.  Such  employment  shall be at
         will and not at less than the current cash  compensation  level of each
         such employee.  Such  employees who accept such offered  employment are
         herein  collectively  referred to as the  "Transferred  Employees."  On
         Stage shall afford to all Transferred Employees credit for all of their
         years of employment  with any Selling  Entity in the  determination  of
         vesting and other rights under On Stage's benefits programs,  including
         vacation  time  based  on  employment  through  the  Closing  Date,  as
         applicable.  Each Selling Entity shall be responsible  for, and hold On
         Stage harmless  against,  any severance  payments or other  obligations
         (including  without  limitation  any liability for wrongful  discharge)
         that may be due by reason of termination of employment of any employees
         of any Selling Entity who are not Transferred Employees, whether or not
         such termination  occurred before or after the Closing.  On Stage shall
         be responsible for, and hold each Selling Entity harmless against,  any
         severance  payments  that  may be  due  by  reason  of  termination  of
         employment of  Transferred  Employees by On Stage at any time after the
         Closing.  CRC shall compensate each  Transferred  Employee on or before
         the Closing Date for all 1998 unused vacation time,  discretionary time
         off and attendance bonuses.

                  (b) With  respect to On  Stage's  benefit  programs,  On Stage
         agrees  to waive  for all  Transferred  Employees  and  their  eligible
         dependants  (a)  any   eligibility   waiting   periods;   and  (b)  any
         pre-existing  conditions and actively at work exclusions except that On
         Stage may require any Transferred  Employee or eligible  dependent who,
         as of the  Closing  Date,  is then in the  process  of  satisfying  any
         similar  exclusions  or  waiting  periods  under any  Selling  Entity's
         benefits  programs to fully satisfy the balance of the applicable  time
         period for such  exclusions or waiting period under On Stage's  benefit
         programs.

                  (c) Nothing contained in the Agreement shall confer any rights
         or remedies upon any employees or  consultants of any Selling Entity as
         a third party  beneficiary.  On Stage and each Selling Entity expressly
         disclaim any and all  liability to any such third party  arising out of
         this Agreement.

7. Conduct of the Business Prior to the Closing.

         7.1 Operation in Ordinary  Course.  Between the date of this  Agreement
and the Closing  Date,  each Selling  Entity  shall  conduct the Business in all
material respects in the ordinary course and use commercially reasonable efforts
to maintain the good will of all current business relationships.

                                       33
<PAGE>

         7.2 Business  Organization.  Between the date of this Agreement and the
Closing Date, each Selling Entity shall use commercially  reasonable  efforts to
preserve  substantially  intact its respective  business  organization  and keep
available the services of each of its present officers and employees.

         7.3 Corporate Organization.  Between the date of this Agreement and the
Closing Date, no Selling Entity shall amend its Charter  Document or bylaws in a
manner that adversely effects any of the Transactions,  if applicable, and shall
not:

                  (a) be party to any merger,  consolidation  or other  business
         combination; or

                  (b) sell,  lease,  license or otherwise  dispose of any of its
         Assets  (including  rights with respect to the Intellectual  Property),
         except in the ordinary course of business.

         7.4 Business  Restrictions.  Between the date of this Agreement and the
Closing Date,  except as mutually agreed, no Selling Entity shall in relation to
the Business, without the prior written consent of On Stage:

                  (a)  acquire  or  dispose  of any of the  Assets,  other  than
         Inventory  in the  ordinary  course of  business  consistent  with past
         practices;

                  (b) except in the ordinary course of business, increase in any
         manner the  compensation  of any director or officer or increase in any
         manner the compensation of any class of employees;

                  (c)  create  or   materially   modify   any  bonus,   deferred
         compensation,  pension, profit sharing,  retirement,  insurance,  stock
         purchase,  stock option,  or other fringe benefit plan,  arrangement or
         practice or any other employee benefit plan;

                  (d)  enter  into,  amend,  modify,   terminate  (partially  or
         completely), grant any waiver under or give any consent with respect to
         any Contract;

                  (e) violate, breach or default under, in any material respect,
         or take or fail to take any  action  that  (with or  without  notice or
         lapse of time or both) would constitute a material  violation or breach
         of, or  default  under any term or  provision  of any  Contract  or any
         Permit;

                  (f) engage in any  transaction  with  respect to the  Business
         with any  officer,  director,  Affiliate  or  associate  of any Selling
         Entity or any associate of any such officer, director or Affiliate;

                  (g) enter into any agreement that materially restricts it from
         carrying on the Business;

                                       34
<PAGE>

                  (h) cancel any material  debts of others or waive any material
         claims or rights;

                  (i) act so as to, or omit from  taking any action  that would,
         cause any of the  representations  and  warranties  in  Section 4 to be
         inaccurate in any material respect; or

                  (j)  enter  into any  Contract  to do or  engage in any of the
foregoing.

8.       Conditions Precedent to Obligations of On Stage.

         All obligations of On Stage to consummate the  Transactions are subject
to the  satisfaction  (or  waiver  by On  Stage)  prior  thereto  of each of the
following conditions:

         8.1 Representations and Warranties.  The representations and warranties
of the Selling Entities set forth in this Agreement shall be true and correct in
all  respects on the date hereof and (except to the extent such  representations
and  warranties  speak as of an earlier  date) shall also be true and correct in
all  material  respects  (or,  in the  case of  representations  and  warranties
qualified by materiality, shall also be true and correct in all respects) on and
as of the  Closing  Date with the same  force and effect as if made on and as of
the Closing Date.

         8.2 Agreements,  Conditions and Covenants.  The Selling  Entities shall
have  performed  or  complied  with all  agreements,  conditions  and  covenants
required by this  Agreement to be  performed or complied  with them on or before
the Closing Date.

         8.3 CRC  Shareholder  Approval.  The  shareholders  of CRC  shall  have
approved this Agreement and the Transactions contemplated hereby.

         8.4 Officers'  Certificate.  On Stage shall have received a certificate
of an officer of each Selling Entity to the effect set forth in Sections 8.2 and
8.3.

         8.5 Required Consents and Approvals.  All Required Consents,  approvals
and actions of,  filings  with and notices to, any  governmental  or  regulatory
authority necessary to permit On Stage and the Selling Entities to perform their
obligations under this Agreement and to consummate the transactions contemplated
hereby and  thereby  (and to permit On Stage to operate the  Business  after the
Closing) (a) shall have been duly obtained,  made or given, (b) shall be in form
and substance  reasonably  satisfactory to On Stage, (c) shall not be subject to
the  satisfaction of any condition that has not been satisfied or waived and (d)
shall be in full  force and  effect,  and all  terminations  or  expirations  of
waiting periods imposed by any  governmental or regulatory  authority  necessary
for the consummation of the transactions  contemplated by this Agreement and the
Transaction Documents shall have occurred.

         8.6 Third Party Consents.  All consents (or in lieu thereof waivers) to
the performance by On Stage and the Selling Entities of their  obligations under
this Agreement or to the consummation of the transaction  contemplated hereby as
are required under any Contract to

                                       35
<PAGE>

which On  Stage or the  Selling  Entities  are a party or by which  any of their
respective  Assets are bound (a) shall have been obtained,  (b) shall be in form
and substance  reasonably  satisfactory to On Stage, (c) shall not be subject to
the  satisfaction of any condition that has not been satisfied or waived and (d)
shall be in full force and effect,  except  where the failure to obtain any such
consent  (or  in  lieu  thereof   waiver)  could  not  reasonably  be  expected,
individually  or in the  aggregate  with  other  such  failures,  to  materially
adversely affect On Stage, the Assets,  the Assumed  Liabilities or the Business
or otherwise result in a material diminution of the benefits of the transactions
contemplated by this Agreement to On Stage.

         8.7 Legality. No Law or Court Order shall be pending or threatened that
prevents or that seeks to restrain the consummation,  or challenges the validity
or legality,  of this  Agreement or the  Transactions  or that would  materially
limit or adversely affect On Stage's acquisition of the Purchased Assets.

         8.8  Financing.  On Stage shall have  obtained  financing  having terms
satisfactory  to On Stage and in an amount at least equal to $12.5  million plus
up to $500,000  of the  expenses of On Stage  incurred  in  connection  with the
negotiation,  preparation,  execution  and  delivery of this  Agreement  and the
consummation of the transactions contemplated hereby.

         8.9 Title  Insurance.  The Selling  Entities  shall have  obtained  and
delivered to On Stage the following  title insurance  commitments  (the cost and
expense of which shall be paid  one-half by CRC and one-half by On Stage) issued
by a title insurance company acceptable to On Stage and its lender, if any, each
in their  respective sole and absolute  discretion:  (a) as to the Real Property
owned by any one or more of the Selling Entities,  (i) a commitment for issuance
of an ALTA  Form B Owner's  Policy of Title  Insurance  with  extended  coverage
showing all endorsements  thereto which On Stage may reasonably  request,  along
with legible  copies of all  documents  shown as  exceptions  thereto and (ii) a
commitment  for  issuance  of a 1970  ALTA  Form B  Mortgagee's  Policy of Title
Insurance  with  extended  coverage  showing all  endorsements  thereto which On
Stage's lender may request,  along with legible copies of all documents shown as
exceptions thereto; and (b) as to the Real Property leased by any one or more of
the Selling Entities,  (i) a commitment for issuance of an ALTA Form B Leasehold
Owner's  Policy  of  Title   Insurance  with  extended   coverage   showing  all
endorsements  thereto which On Stage may reasonably request,  along with legible
copies of all documents  shown as exceptions  thereto and (ii) a commitment  for
issuance of a 1970 ALTA Form B Leasehold  Mortgagee's  Policy of Title Insurance
with extended coverage showing all endorsements  thereto which On Stage's lender
may request,  along with legible  copies of all  documents  shown as  exceptions
thereto (all of the foregoing  title  commitments may hereinafter be referred to
collectively as the  "Commitments").  In order to satisfy the provisions of this
Section  8.9,  each of the  Commitments  must (x) be  satisfactory,  in form and
substance,  to On Stage in its reasonable  discretion and On Stage's lender,  in
such lender's sole and absolute  discretion,  (y) contain no exceptions to title
or the survey,  except for those exceptions approved by On Stage (subject to the
last sentence of this Section 8.9) and On Stage's  lender,  at any time prior to
Closing,  and (z) have  the  appropriate  policies  of  title  insurance  issued
pursuant to and in strict accordance with each of the

                                       36
<PAGE>

Commitments  at, or within five  business days of their receipt of all documents
recorded in connection with the,  Closing,  provided that if the title insurance
policies are to be issued  within five business days of receipt of all documents
recorded in  connection  with the  Closing,  On Stage and its lender  shall each
receive  at  Closing,  for  each  Commitment,  a  "mark-up"  of  the  Commitment
evidencing the form of the title insurance  policy to be issued pursuant to said
Commitment and written evidence that gap coverage will be provided. Anything set
forth in this Agreement to the contrary notwithstanding, On Stage shall have the
right to terminate  this Agreement  (upon which Section  11.2(a) shall apply) by
delivering  notice of such  termination  to the  Selling  Entities  prior to the
Closing if On Stage in its reasonable discretion determines that any one or more
of the title  exceptions or other matters shown on any of the Commitments or the
surveys are not acceptable to On Stage.  The Selling  Entities  hereby  covenant
that they shall cure all title  exceptions and other matters shown on any of the
Commitments other than the items identified as "Special Exceptions" and numbered
1 (but only with respect to taxes for 1998 and  subsequent  years),  2 (but only
with respect to items shown on that  certain  survey  prepared by Rozell  Survey
Co.,  W.O.#12693,  dated June 19, 1998, as the same may be amended), 3 (but only
as shown on that certain survey prepared by Rozell Survey Co., W.O.#12693, dated
June 19,  1998,  as the same may be  amended),  4,5,6 (but only as shown on that
certain survey prepared by Rozell Survey Co.,  W.O.#12693,  dated June 19, 1998,
as the same may be amended) on the title report included as part of Schedule 4.6
hereto which may be cured by payment of a sum of money not to exceed $300,000 by
execution of a document  requiring  the  signature of no party other than one or
more of the Selling  Entities or any of their respective  mortgagees,  including
any affidavits which may reasonably be required by the title insurer  (including
a standard  title  insurance  company  form of owner's  affidavit  to induce the
deletion from the Commitments of any exception for parties in possession and for
mechanics' or materialmen's liens).

         8.10 Real  Property  Leases.  With respect to each of the Real Property
Leases  the  Selling  Entities  shall  have  delivered  to On Stage an  estoppel
certificate  and consent to  assignment  from the lessor  thereunder in form and
substance reasonably satisfactory to On Stage.

         8.11 Performance Contract. By no later than September 30, 1998, Country
Tonite  Theatre,  L.L.C.  shall have  delivered to On Stage  Theaters,  Inc. the
Performance Contract,  fully executed by both Country Tonite Theatre, L.L.C. and
by Burkhart Ventures, L.L.C.

         8.12 Karen  Nelson  Bell  Employment  Agreement.  Karen  Nelson Bell or
another producer  acceptable to On Stage will have, by no later than October 20,
1998,  entered into an  Employment  Agreement  with On Stage (a copy of which is
attached hereto as Exhibit "A"), the  effectiveness of which is conditioned upon
the consummation of the transactions contemplated by this Agreement.

         8.13  Opinion of Counsel.  On Stage shall have  received the opinion of
Mesirov Gelman Jaffe Cramer & Jamieson, LLP, counsel to the Selling Entities, in
a form reasonably acceptable to On Stage.

                                       37
<PAGE>

         8.14  Utility  Agreement.  On Stage shall have  finalized  the form and
substance of a written  agreement with White River Valley Electric  Cooperative,
Inc.  respecting  the  easement  located  under a portion of the Country  Tonite
Theatre, which agreement must be reasonably acceptable to On Stage.

         8.15 Collateral Agreements.  CRC shall have executed and delivered such
of the Collateral Agreements to which it is a party.


9.       Conditions Precedent to Obligations of the Selling Entities.

         All obligations of the Selling  Entities to consummate the Transactions
are  subject to the  satisfaction  (or  waiver by the  Selling  Entities)  prior
thereto of each of the following conditions:

         9.1 Representations and Warranties.  The representations and warranties
of On Stage  set  forth in this  Agreement  shall  be true  and  correct  in all
respects on the date hereof and (except to the extent such  representations  and
warranties  speak as of an earlier  date)  shall also be true and correct in all
material respects (or, in the case of representations  and warranties  qualified
by materiality, shall also be true and correct in all respects) on and as of the
Closing  Date with the same force and effect as if made on and as of the Closing
Date.

         9.2 Agreements, Conditions and Covenants. On Stage shall have performed
or complied  with all  agreements,  conditions  and  covenants  required by this
Agreement to be performed or complied with by it on or before the Closing Date.

         9.3 Officer's  Certificate.  The Selling Entities shall have received a
certificate  of an officer of On Stage to the effects set forth in Sections  9.1
and 9.2

         9.4 CRC  Shareholder  Approval.  The  shareholders  of CRC  shall  have
approved this Agreement and the Transactions contemplated hereby.

         9.5 Legality. No Law or Court Order shall be pending or threatened that
prevents or that seeks to restrain the consummation,  or challenges the validity
or legality, of the Transactions.

         9.6 Performance Contract.  On Stage Theaters,  Inc. shall have executed
and delivered to Country Tonite Theatre, L.L.C. the Performance Contract.

         9.7 Opinion of Counsel.  The Selling  Entities  shall have received the
opinion  of  Morgan,  Lewis  &  Bockius  LLP,  counsel  to On  Stage,  in a form
reasonably acceptable to the Selling Entities.

                                       38
<PAGE>

         9.8 Collateral  Agreements.  On Stage shall have executed and delivered
such of the Collateral Agreements to which it is a party or signatory.

10.      Indemnification.

         10.1  Indemnification  by the Selling  Entities.  The Selling Entities,
jointly  and  severally,  shall  indemnify  and hold  harmless  On Stage and its
Affiliates (and each of its and their officers,  directors,  employees,  agents,
successors and assigns) (each, an "On Stage  Indemnified  Party") from,  against
and  in  respect  of  any  and  all  Liabilities,  claims,  demands,  judgments,
settlement payments, losses, costs, damages,  deficiencies,  diminution in value
and expenses whatsoever (including reasonable attorneys', consultants' and other
professional  fees and  disbursements  of every  kind,  nature  and  description
incurred  by  such  On  Stage   Indemnified   Party  in  connection   therewith)
(collectively,  "Damages")  that such On Stage  Indemnified  Party may  sustain,
suffer or incur that result from, arise out of or relate to:

                  (a)      any Excluded Liability,

                  (b) (i) any breach of any  representation  or  warranty of any
         Selling   Entity   contained   in   this   Agreement,   including   the
         representations  and  warranties of the Selling  Entities  contained in
         Section   4,  or  (ii)  any  breach  of  or  any   inaccuracy   in  any
         representation  or  warranty  in  or  omission  from  any  certificate,
         schedule,  exhibit,  statement,  document or instrument furnished to On
         Stage by a Selling  Entity  (or any of its  representatives  or agents)
         pursuant  hereto or in connection  with the  negotiation,  execution or
         performance  hereof,  and (iii) in each of the foregoing  cases without
         regard  to any  knowledge,  materiality  (including  any  reference  to
         Material  Adverse  Effect) or other  similar  qualifying  provision  or
         exception that may be included in or applied to any such representation
         or warranty;

                  (c) any breach of any  covenant  or  agreement  of any Selling
         Entity contained in this Agreement;

                  (d) any claim by any officer, former officer, employee, former
         employee,  shareholder  or former  shareholder  of any  Selling  Entity
         relating to the period prior to or at the Closing;

                  (e) any claim of  infringement  of any  intellectual  property
         right resulting from On Stage's  operation of the Business as presently
         operated by the Selling Entities;

                  (f) any  Environmental  Condition  existing on or prior to the
         Closing;

                  (g) any Liability or obligation of a Selling Entity  involving
         Taxes,  except for any Taxes expressly assumed herein,  due and payable
         by, or imposed with respect to a

                                       39
<PAGE>

         Selling  Entity  for any  taxable  periods  ending  on or  prior to the
         Closing Date (whether or not such taxes have been due and payable); or

                  (h) Barnes v. Country  Tonite  Enterprises,  Inc. et al. (Case
         No. A355405; District Court for Clark County, Nevada); and

                  (i)      the enforcement of this Section 10.1.

         10.2  Indemnification  by On Stage.  On Stage shall  indemnify and hold
harmless each of the Selling  Entities and their  Affiliates  (and each of their
officers,  directors,  employees,  agents, successors and assigns) (each, a "CRC
Indemnified  Party")  from,  against and in respect of any and all Damages  that
such CRC Indemnified Party may sustain,  suffer or incur that result from, arise
out of or relate to:

                  (a)      any Assumed Liability;

                  (b)      any breach by On Stage of Section 6.14; or

                  (c) the  operation of the  Business  after the Closing (to the
         extent such Damage is not subject to Section 10.1); and

                  (d)      the enforcement of this Section 10.2.

         10.3 Limitations on Liability.  Except as otherwise provided in Section
10.6 and  except  that this  limitation  shall not apply to any  indemnification
claim  arising  under or with  respect to either of Sections  4.5 and 4.23,  the
Selling  Entities  shall not be liable to any On Stage  Indemnified  Party under
Section  10.1(b)  for any  misrepresentation  or  breach of  warranty  until the
aggregate  amount for which they would  otherwise  (but for this  provision)  be
liable   to  any  or  all  On   Stage   Indemnified   Parties   for   all   such
misrepresentations  and breaches of warranty  exceeds  $300,000 (after which the
Selling  Entities  shall be fully  responsible  only  for any such  excess).  In
addition,  except as otherwise  provided in Section 10.6,  the Selling  Entities
indemnification obligations under Section 10.1 shall not exceed $13,800,000.

         10.4  Survival.  Except as  otherwise  provided  in Section  10.5,  the
representations  and warranties  given or made by any party in this Agreement or
in any certificate or other writing  furnished in connection  herewith,  and all
rights to assert an indemnification  claim under Section 10.1(b),  shall survive
the  Closing  for a period  of two  years  after  the  Closing  Date  and  shall
thereafter  terminate and be of no further force or effect,  except that (a) all
representations  and warranties  relating to Taxes and Tax Returns shall survive
the Closing for the period of the  applicable  statutes of  limitation  plus any
extensions or waivers thereof,  (b) all representations and warranties set forth
in Sections 4.2, 4.3,  4.5, 4.6,  4.14,  4.20 and 4.23 shall survive the Closing
without  limitation and (c) any  representation  or warranty as to which a claim
(including  without  limitation  a contingent  claim)  shall have been  asserted
during the survival period shall

                                       40
<PAGE>

continue in effect  with  respect to such claim until such claim shall have been
finally  resolved  or  settled.  Each party  shall be  entitled to rely upon the
representations  and  warranties of the other party or parties set forth herein,
notwithstanding any investigation or audit conducted before or after the Closing
Date or the decision of any party to complete the Closing.

         10.5 Indemnification  Procedure.  All claims for indemnification  under
Sections 10.1 and 10.2 shall be asserted and resolved as follows:

                  (a) In the event  that any  claim or demand  for which a party
         obligated to indemnify (the "Indemnifying  Party") would be liable to a
         party entitled to indemnification  hereunder (the "Indemnified  Party")
         is  asserted  against  an  Indemnified  Party  by a  third  party,  the
         Indemnified   Party  shall  with  reasonable   promptness   notify  the
         Indemnifying  Party  of such  claim or  demand  (the  "Claim  Notice"),
         specifying  the  nature of such  claim or demand  and the amount or the
         estimated  amount thereof to the extent then feasible  (which  estimate
         shall not be  conclusive  of the final amount of such claim or demand).
         The Indemnifying Party shall have 30 days from the receipt of the Claim
         Notice  (the  "Notice  Period")  to notify  the  Indemnified  Party (i)
         whether or not the Indemnifying Party disputes the Indemnifying Party's
         liability to the Indemnified Party hereunder with respect to such claim
         or demand and (ii) whether or not the  Indemnifying  Party desires,  at
         the sole cost and expense of the Indemnifying  Party, to defend against
         such claim or demand,  provided  that the  Indemnified  Party is hereby
         authorized (but not obligated) prior to and during the Notice Period to
         file any motion,  answer or other pleading and to take any other action
         which the  Indemnified  Party shall deem  necessary or  appropriate  to
         protect  the  Indemnified  Party's  interests.  In the  event  that the
         Indemnifying  Party  notifies the  Indemnified  Party within the Notice
         Period that the  Indemnifying  Party does not dispute the  Indemnifying
         Party's  obligation  to indemnify  hereunder  and desires to defend the
         Indemnified   Party   against  such  claim  or  demand  and  except  as
         hereinafter  provided,  the Indemnifying  Party shall have the right to
         defend (with counsel reasonably  satisfactory to the Indemnified Party)
         by appropriate proceedings, which proceedings shall be promptly settled
         or prosecuted by the Indemnifying Party to a final conclusion; provided
         that,  unless the Indemnified  Party otherwise  agrees in writing,  the
         Indemnifying  Party may not  settle  any  matter  (in whole or in part)
         unless such settlement includes a complete and unconditional release of
         the Indemnified  Party. If the Indemnified Party desires to participate
         in, but not control,  any such defense or  settlement  the  Indemnified
         Party may do so at its sole cost and expense. If the Indemnifying Party
         elects  not to defend  the  Indemnified  Party  against  such  claim or
         demand,  whether by not giving the  Indemnified  Party timely notice as
         provided  above or  otherwise,  then  the  Indemnified  Party,  without
         waiving any rights against the Indemnifying Party, may settle or defend
         against any such claim in the Indemnified  Party's sole discretion and,
         if  it  is  ultimately   determined  that  the  Indemnifying  Party  is
         responsible  therefor under this Section 10, then the Indemnified Party
         shall be entitled to recover from the Indemnifying  Party the amount of
         any settlement or judgment and all

                                       41
<PAGE>

         indemnifiable  costs and expenses of the Indemnified Party with respect
         thereto,  including interest from the date such costs and expenses were
         incurred.

                  (b)  If  at  any  time,  in  the  reasonable  opinion  of  the
         Indemnified  Party,  notice of which  shall be given in  writing to the
         Indemnifying  Party,  any  claim or  demand  referred  to in the  first
         sentence of Section  10.5(a) seeks  material  prospective  relief which
         could have a materially  adverse effect on the businesses,  operations,
         assets, properties,  prospects or condition (financial or otherwise) of
         any Indemnified  Party,  the Indemnified  Party shall have the right to
         control or assume (as the case may be) the defense of any such claim or
         demand and the amount of any judgment or settlement  and the reasonable
         costs  and  expenses  of  defense  shall  be  included  as  part of the
         indemnification obligations of the Indemnifying Party hereunder. If the
         Indemnified Party should elect to exercise such right, the Indemnifying
         Party  shall have the right to  participate  in, but not  control,  the
         defense  of such  claim or demand at the sole cost and  expense  of the
         Indemnifying Party.

                  (c) In the event the  Indemnified  Party  should  have a claim
         against the Indemnifying Party hereunder which does not involve a claim
         or demand being  asserted  against or sought to be collected by a third
         party,  the Indemnified  Party shall with reasonable  promptness send a
         Claim Notice with respect to such claim to the  Indemnifying  Party. If
         the Indemnifying Party does not notify the Indemnified Party within the
         Notice Period that the  Indemnifying  Party  disputes  such claim,  the
         amount of such claim shall be  conclusively  deemed a liability  of the
         Indemnifying Party hereunder.

                  (d) Nothing herein shall be deemed to prevent the  Indemnified
         Party from making (and an Indemnified Party may make) a claim hereunder
         for potential or contingent claims or demands provided the Claim Notice
         sets forth the  specific  basis for any such  potential  or  contingent
         claim or demand to the extent then feasible and the  Indemnified  Party
         has  reasonable  grounds to believe  that such a claim or demand may be
         made. The Indemnified  Party's failure to give reasonably prompt notice
         to the Indemnifying  Party of any actual,  threatened or possible claim
         or demand which may give rise to a right of  indemnification  hereunder
         shall not relieve the  Indemnifying  Party of any  liability  which the
         Indemnifying Party may have to the Indemnified Party unless the failure
         to  give  such  notice   materially   and  adversely   prejudiced   the
         Indemnifying Party.

         10.6 Exception to Limitations.  Nothing herein shall be deemed to limit
or restrict  in any manner any rights or  remedies  that any party has, or might
have, at law, in equity or otherwise,  against any other party hereto,  based on
any willful misrepresentation,  willful breach of warranty or willful failure to
fulfill any agreement or covenant.

         10.7  Payment  of  Indemnification  Obligations.  In the event that any
Indemnifying  Party is required to make any payment  under this Section 10, such
party shall promptly pay the

                                       42
<PAGE>

Indemnified Party the amount of such indemnity obligation.  If there should be a
dispute as to such amount,  such Indemnifying  Party shall nevertheless pay when
due such portion,  if any, of the obligation as shall not be subject to dispute.
The  difference,  if  any,  between  the  amount  of the  obligation  ultimately
determined as properly  payable  under this Section 10 and the portion,  if any,
theretofore paid shall bear interest for the period from the date the amount was
demanded by the Indemnified  Party until payment in full,  payable on demand, at
the rate of 10% per annum.  Notwithstanding anything herein to the contrary, all
indemnification  payments to an On Stage  Indemnified  Party shall be  satisfied
first by set-off  against the $1,300,000  Subordinated  Note pursuant to Section
10.8 until such time as the principal thereof has been fully so reduced or paid.

         10.8  Right to Set Off.  On Stage  shall  have the  right to pay to any
other  Indemnified  Party any amount owing or believed by On Stage in good faith
to be owing by an  Indemnifying  Party to such  Indemnified  Party under Section
10.1 and to set off the amount of such  payment or payments  against the payment
obligations of On Stage under the $1,300,000  Subordinated  Note. On Stage shall
also have the right to set off any amount owing,  or which On Stage  believes in
good  faith is or may be owing by an  Indemnifying  Party  under  Section  10.1,
against the payment  obligations of On Stage under the  $1,300,000  Subordinated
Note, which amount shall be deposited into escrow on such terms and condition as
the  parties  shall  agree in the event  that CRC  reasonably  and in good faith
disputes such set-off.

11.      Termination.

         11.1 Grounds for  Termination.  This Agreement may be terminated at any
time prior to the Closing:

                  (a)      by mutual written consent of On Stage and CRC; or

                  (b) by CRC or by On Stage,  if the  Closing  has not  occurred
         prior to  November  30,  1998;  provided,  however,  that such right to
         terminate this Agreement  shall not be available to any party (with the
         Selling  Entities  collectively  deemed as one party) that has breached
         any of its covenants,  representations  or warranties in this Agreement
         in any material respect (which breach has not been cured); or

                  (c) by CRC or On Stage,  if there  shall be any Law that makes
         consummation of the Transactions  illegal or otherwise prohibited or if
         any  Court  Order  enjoining  the  Selling  Entities  or On Stage  from
         consummating  the  Transactions  is entered  and such Court Order shall
         become final and nonappealable; or

                  (d) by On Stage,  if a Selling  Entity shall have breached any
         of  its  covenants   hereunder  in  any  material  respect  or  if  the
         representations and

                                       43
<PAGE>

         warranties of the Selling  Entities  contained in this  Agreement or in
         any certificate or other writing delivered by a Selling Entity pursuant
         hereto  shall not be true and correct in any material  respect,  except
         for such changes as are contemplated by this Agreement,  and, in either
         event, if such breach is subject to cure, the Selling Entities have not
         cured such breach  within 10 business  days of On Stage's  notice of an
         intent to terminate; or

                  (e)  by  CRC,  if On  Stage  shall  have  breached  any of its
         covenants  hereunder or if the  representations  and  warranties  of On
         Stage  contained  in this  Agreement  or in any  certificate  or  other
         writing  delivered  by On Stage  pursuant  hereto shall not be true and
         correct, except for such changes as are contemplated by this Agreement,
         and, in either  event,  if such breach is subject to cure, On Stage has
         not cured such breach within 10 business days of notice of an intent to
         terminate; or

                  (f) by On Stage after the  occurrence  of an event which could
         reasonably be expected to result in a Material Adverse Effect; or

                  (g)  by On  Stage  if the  Board  of  Directors  of CRC or any
         committee of the Board of Directors of CRC (i) shall withdraw or modify
         in any adverse manner its approval or recommendation of this Agreement,
         (ii) within ten days after On Stage's  request,  shall fail to reaffirm
         such approval or  recommendation,  (iii) shall approve or recommend any
         acquisition of a material  portion of its assets or the Business or any
         tender offer for shares of its capital stock, in each case,  other than
         by On Stage or an  affiliate  thereof,  (iv) a tender offer or exchange
         offer for any of the outstanding  shares of CRC common stock shall have
         been commenced or a registration  statement with respect  thereto shall
         have  been  filed  and  the  Board  of  Directors  of  CRC  shall  have
         recommended  that the  shareholders  of CRC tender their shares in such
         tender or exchange offer or publicly announced its intention to take no
         position  with respect to such tender or exchange  offer,  or (v) shall
         resolve to take any of the actions  specified in this Section  11.1(g);
         or

                  (h) by either On Stage or CRC if CRC  shareholder  approval of
         this Agreement and the Transactions  contemplated  hereby shall fail to
         have  been  obtained  at  the  Shareholders   Meeting,   including  any
         adjournments thereof; or

                  (i) by CRC,  prior to the approval of this  Agreement  and the
         Transactions  contemplated hereby by the shareholders of CRC, upon five
         days' prior notice to On Stage, if, as a result of a Superior  Proposal
         by a party other than On Stage or any of its  affiliates,  the Board of
         Directors  of  CRC  determines  in  good  faith  that  their  fiduciary
         obligations under applicable law require that such Superior Proposal be
         accepted;  provided,  however,  that CRC has  fully  complied  with its
         obligations under Section 6.3

                                       44
<PAGE>

         and with all the applicable requirements of Section 11.2(b),  including
         the payment of the  Termination  Fee and the On Stage Expenses (each as
         hereinafter defined); or

                  (j) by either On Stage or CRC on  October  20,  October  21 or
         October  22,  1998 if both (i) On Stage  has not  waived  in a  writing
         delivered to CRC in accordance  with the provisions of Section 17 below
         the  conditions  set  forth in  Section  8.8 and (ii) On Stage  has not
         obtained a firm commitment for the financing referred to in Section 8.8
         that is acceptable to CRC in its reasonable discretion.  The October 23
         deadline set forth herein,  at the expense of On Stage, may be extended
         by CRC in a writing to that effect  delivered to On Stage in accordance
         with the  provisions of Section 17 below.  CRC shall  consider any such
         request  made by On Stage in good  faith.  If  neither On Stage nor CRC
         exercises the termination rights set forth in this Section 11.1(j): (i)
         On Stage  shall  deposit by October 23, 1998 (or such later date as CRC
         may agree pursuant to the preceding  sentence)  $250,000 into escrow to
         be applied to the Purchase Price at the Closing or to be paid to CRC if
         Closing  does not occur solely as a result of a breach by On Stage of a
         covenant  or  agreement  of On Stage set forth in this  Agreement,  and
         otherwise  to be held and  applied on such terms and  conditions  as On
         Stage and CRC shall reasonably agree; and (ii) the terms and provisions
         of Section 8.8 hereof  shall  terminate  and end and cease to be of any
         further force or effect.

         11.2     Effect of Termination.

                  (a) In the event of  termination of this Agreement as provided
         in Section 11.1, this Agreement  shall forthwith  become void and there
         shall be no liability on the part of any of the parties,  except (i) as
         set forth in Sections  6.8,  11.2(b),  12, 18 and 19, and (ii)  nothing
         herein shall relieve any party from  liability  for any willful  breach
         hereof.

                  (b) If  (i)  this  Agreement  (A) is  terminated  by On  Stage
         pursuant  to  Section  11.1(g)  or (h) or by CRC  pursuant  to  Section
         11.1(h)  or  (i),  or (B) is  terminated  as a  result  of any  Selling
         Entity's  breach of Section 6.3 which is not cured within 10 days after
         notice  thereof  to  CRC,  and  (ii)  either  (1) at the  time  of such
         termination or prior to the Shareholders  Meeting there shall have been
         an  Acquisition  Proposal  (whether  or not such offer  shall have been
         rejected  or  shall  have  been  withdrawn  prior  to the  time of such
         termination  or of the  Shareholders  Meeting),  or (2) within one year
         after  termination of the Agreement a Selling Entity shall have entered
         into an  agreement  with  respect to, or  consummated,  an  Acquisition
         Proposal,  CRC  shall  pay to On  Stage an  amount  equal to (i) a cash
         termination  fee of  $690,000  (the  "Termination  Fee"),  and (ii) all
         expenses  incurred  by On Stage  in  connection  with the  negotiation,
         execution  and  performance  of the  transactions  contemplated  hereby
         (including  all fees  and  expenses  payable  to On  Stage's  financial
         advisors  and  counsel) not to exceed  $250,000  ("On Stage  Expenses")
         within  one  business  day after  such  termination  or, in the case of
         (ii)(2), entering into an agreement with respect to, or consummating an
         Acquisition Proposal.

                                       45
<PAGE>

12. Payment of Expenses; Bulk Sales Act; Sales and Transfer Taxes. Except as set
forth in Section  6.12(a),  each party  hereto  shall pay its own  expenses  for
lawyers,  accountants,  consultants,  investment bankers,  brokers,  finders and
other  advisers with respect to the  Transactions.  Further,  the parties hereby
waive compliance with the bulk sales act or comparable  statutory  provisions of
each applicable  jurisdiction.  The Selling Entities jointly and severally shall
indemnify On Stage and its officers, directors, employees, agents and Affiliates
in respect  of, and hold each of them  harmless  from and  against,  any and all
Damages  suffered,  occurred or sustained by any of them or to which any of them
becomes  subject,  resulting from,  arising out of or relating to the failure of
the  Selling  Entities  to  comply  with the  terms of any  such  bulk  sales or
comparable provisions applicable to the Transactions.  It is further agreed that
the Selling Entities shall pay all federal,  state and local sales,  documentary
and other  transfer  taxes,  if any,  due as a result of the  purchase,  sale or
transfer of the Purchased Assets in accordance herewith,  whether or not imposed
by law on the Selling  Entities,  and the Selling Entities jointly and severally
shall  indemnify,  reimburse  and  hold  harmless  On Stage  in  respect  of any
liability  for  payment  of or failure to pay any such taxes or the filing of or
failure to file any reports required in connection therewith.

13. Contents of Agreement.  This Agreement,  together with the other Transaction
Documents,  sets forth the  entire  understanding  of the  parties  hereto  with
respect  to  the   Transactions   and   supersedes   all  prior   agreements  or
understandings among the parties regarding those matters, including that certain
Letter of Intent dated May 5, 1998 between CRC and On Stage,  and those  certain
letters  dated June 15, 1998 from Robert Allen to Kiranjit  Sidhu and August 13,
1998 from John J. Pilger to Kiran Sidhu, respectively.

14.  Amendment;  Parties in Interest;  Assignment;  Etc.  This  Agreement may be
amended,  modified or supplemented only by a written instrument duly executed by
On Stage and CRC. If any  provision  of this  Agreement  shall for any reason be
held to be invalid,  illegal, or unenforceable in any respect,  such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and
this Agreement shall be construed as if such invalid,  illegal or  unenforceable
provision had never been contained herein.  This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the  respective  heirs,  legal
representatives,  successors  and  assigns of the  parties  hereto.  Any term or
provision of this  Agreement may be waived at any time by the party  entitled to
the benefit  thereof by a written  instrument  duly executed by such party.  The
parties  hereto shall execute and deliver any and all documents and take any and
all other actions that may be deemed  reasonably  necessary by their  respective
counsel to complete the Transactions.

15.  Interpretation.  Unless the  context  of this  Agreement  clearly  requires
otherwise,  (a) references to the plural include the singular,  the singular the
plural,  and the part the whole, (b) "or" has the inclusive  meaning  frequently
identified with the phrase  "and/or," (c) "including" has the inclusive  meaning
frequently  identified  with  the  phrase  "but  not  limited  to"  and  (d) all
currencies  refer to United  States  dollars.  The  section  and other  headings
contained  in this  Agreement  are for  reference  purposes  only and  shall not
control or affect the construction of this

                                       46
<PAGE>

Agreement or the  interpretation  thereof in any respect.  Section,  subsection,
schedule  and  exhibit   references  are  to  this  Agreement  unless  otherwise
specified.  Each  accounting term used herein that is not  specifically  defined
herein shall have the meaning given to it under GAAP.

16. Remedies. The remedies provided by Section 10 shall constitute the exclusive
remedies  for the  matters  covered  thereby.  With  respect to any  matters not
covered by such  Section,  any party hereto shall be entitled to such rights and
remedies as such party may have at law or in equity or otherwise  for any breach
of this Agreement, including the right to seek specific performance,  rescission
or restitution, none of which rights or remedies shall be affected or diminished
by the remedies provided hereunder.

17.  Notices.  All notices that are required or permitted  hereunder shall be in
writing  and  shall  be  sufficient  if  personally  delivered  or sent by mail,
facsimile  message or Federal  Express or other  delivery  service.  Any notices
shall be deemed  given  upon the  earlier of the date when  received  at, or the
third day after the date when sent by  registered  or certified  mail or the day
after the date when sent by Federal  Express  to, the  address or fax number set
forth below, unless such address or fax number is changed by notice to the other
party hereto:

         If to On Stage:

                  On Stage Entertainment, Inc.
                  4625 West Nevso Drive
                  Las Vegas, NV  89103
                  FAX:  702-253-1122
                  Attn:    Christopher Grobl, Esquire
                           General Counsel and Corporate Secretary

         with a required copy to:

                  Morgan, Lewis & Bockius LLP
                  2000 One Logan Square
                  Philadelphia, PA 19103
                  FAX: 215-963-5299
                  Attn: James W. McKenzie, Esquire

         If to the Selling Entities:

                  Casino Resource Corporation
                  707 Bienville Boulevard
                  Ocean Springs, MS  39564
                  Fax:  228-872-7728
                  Attn:  President

                                       47
<PAGE>

         With a required copy to:

                  Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                  1735 Market Street
                  Philadelphia, PA  19103
                  FAX: 215-994-1111
                  Attn:  Robert Krauss, Esquire

18.  Governing  Law.  This  Agreement  shall be  construed  and  interpreted  in
accordance with the laws of the Commonwealth of Pennsylvania,  without regard to
its provisions concerning conflict of laws.

19.      Consent to Jurisdiction; Service of Process; Etc.

                  (a) Each party  hereto  irrevocably  and  unconditionally  (i)
         agrees that any suit,  action or other legal proceeding  (collectively,
         "Suit") arising out of this Agreement may be brought and adjudicated in
         the  United  States   District  Court  for  the  Eastern   District  of
         Pennsylvania,  if such  court  does not have  jurisdiction  or will not
         accept  jurisdiction,  in any court of competent civil  jurisdiction in
         Philadelphia  County,  Pennsylvania,  (ii)  consents and submits to the
         non-exclusive  jurisdiction  of any such court for the  purposes of any
         such Suit and (iii)  waives  and agrees not to assert by way of motion,
         as a defense or  otherwise  in any such Suit,  any claim that it is not
         subject  to the  jurisdiction  of the above  courts,  that such Suit is
         brought  in an  inconvenient  forum or that the  venue of such  Suit is
         improper.

                  (b) Each party hereto also irrevocably consents to the service
         of  any  process,  pleadings,  notices  or  other  papers  in a  manner
         permitted by the notice provisions of Section 17 or by any other method
         provided or permitted  under  applicable  law. Each party hereto agrees
         that final judgment in any Suit (with all right of appeal having either
         expired or been waived or exhausted)  shall be  conclusive  and that On
         Stage  shall  be  entitled  to  enforce  such  judgment  in  any  other
         jurisdiction  of the  world by suit on the  judgment,  a  certified  or
         exemplified copy of which shall be conclusive  evidence of the fact and
         amount of indebtedness arising from such judgment.

20. Further Assurances. At any time and from time to time after the Closing, the
parties  agree to cooperate  with each other,  to execute and deliver such other
documents,  instruments to transfer or assignment,  files, books and records and
do all such further acts and things as may be  reasonably  required to carry out
the intent of the parties hereunder.

21. Exhibits;  Schedules.  The Exhibits and the Schedules hereto are intended to
be and hereby are specifically made a part of this Agreement.

                                       48
<PAGE>

22. No  Benefit  to  Others.  The  representations,  warranties,  covenants  and
agreements  contained in this  Agreement are for the sole benefit of the parties
hereto  (and,  with  respect  to  Section  10 and  related  provisions  of  this
Agreement,  the  other  Indemnified  Parties)  and  the  heirs,  administrators,
personal representatives,  successors,  assigns, and they shall not be construed
as conferring any rights on any other persons.

23. Counterparts.  This Agreement may be executed in counterparts, each of which
shall be binding  as of the date first  written  above,  and all of which  shall
constitute one and the same instrument.  Each such copy shall be deemed to be an
original,  and it shall not be  necessary  in making  proof  this  Agreement  to
produce or account for more than one such counterpart.

                     [remainder of page intentionally blank]


                                       49

<PAGE>


         IN WITNESS  WHEREOF,  this  Agreement  has been executed by the parties
hereto on the day and year first written above.


                                   ON STAGE ENTERTAINMENT, INC.


                                   By: ________________________________
                                   Name:
                                   Title:


                                   CASINO RESOURCE CORPORATION


                                   By:___________________________
                                   Name:
                                   Title:


                                   COUNTRY TONITE ENTERPRISES, INC.


                                   By:___________________________
                                   Name:
                                   Title:


                                   CRC OF BRANSON, INC.


                                   By:___________________________
                                   Name:
                                   Title:


                                       50