AMENDED AND RESTATED LOAN AGREEMENT


                                 by and between


              IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.,
                                    as Lender


                                       and


                          WILD BILLS CALIFORNIA, INC.,
                     KING HENRY'S, INC., FORT LIBERTY, INC.,
                 ON STAGE THEATERS NORTH MYRTLE BEACH, INC. AND
                     ON STAGE THEATERS SURFSIDE BEACH, INC.
                                  as Borrowers








Date:  As of June __, 1998

                       AMENDED AND RESTATED LOAN AGREEMENT

     This  Amended and  Restated  Loan  Agreement  is made as of this ___ day of
June, 1998, by and between WILD BILLS  CALIFORNIA,  INC., a Nevada  corporation,
KING  HENRY'S,  INC.,  a  Nevada  corporation,  FORT  LIBERTY,  INC.,  a  Nevada
corporation,  ON STAGE THEATERS NORTH MYRTLE BEACH, INC., a Nevada  corporation,
and ON STAGE THEATERS SURFSIDE BEACH, INC. a Nevada  corporation  (collectively,
"Borrowers"),  and IMPERIAL  CREDIT  COMMERCIAL  MORTGAGE  INVESTMENT  CORP.,  a
Maryland corporation ("Lender").
<PAGE>


                                    RECITALS


A.    Wild Bills California,  Inc., King Henry's,  Inc., Fort Liberty,  Inc. and
      Lender entered into that certain Loan Agreement  dated March 11, 1998 (the
      "Original   Loan   Agreement"),   pursuant  to  which  Lender  made  loans
      (collectively, the "Original Loans") on the terms and conditions contained
      therein in the following principal amounts:

          Borrower                               Loan Amount
      ---------------------------                -----------

      King Henry's Inc.                           $5,000,000
      Fort Liberty, Inc.                          $6,600,000
      Wild Bills California, Inc.                 $900,000

      Each  Original  Loan is  evidenced  by a note and secured by a mortgage or
      deed of trust  encumbering  certain real and other  property in California
      and Florida and legally described in Exhibits A-1, A-2 and A-3.

B.    Concurrently  herewith,  On Stage Theaters North Myrtle Beach, Inc. and On
      Stage  Theaters  Surfside  Beach,  Inc. are  acquiring a leasehold and fee
      interest respectively in certain properties located in Horry County, South
      Carolina and legally described in Exhibits A-4 and A-5.

C.    On Stage Theaters North Myrtle Beach,  Inc. and On Stage Theaters Surfside
      Beach,  Inc. have applied to Lender for loans (each, an "Additional  Loan"
      and  collectively,  the  "Additional  Loans")  in  the  following  maximum
      amounts,  and Lender has agreed to make the Additional  Loans on the terms
      and conditions contained herein:

                     Borrower                                    Loan Amount
      ------------------------------------------                 -----------

      On Stage Theaters North Myrtle Beach, Inc.                 $   25,000
      On Stage Theaters Surfside Beach, Inc.                     $1,075,000

D.    Borrowers  and Lender desire to make the  Additional  Loans subject to the
      terms and  conditions  of the  Original  Loan  Agreement  (as  amended and
      restated hereby) and in connection  therewith they agree that the Original
      Loan Agreement is superseded in its entirety and this Amended and Restated
      Loan Agreement is hereby  substituted in its place.  Each Original Loan or
      Additional  Loan is referred to herein as a "Loan" and the Original  Loans
      and Additional Loans are collectively referred to herein as the "Loans".

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
      herein contained, the parties hereto agree as follows:


1.    DEFINED TERMS. The following terms as used herein shall have the following
      meanings:

      Affiliated Party: (i) With respect to any Person,  any other Person (x) in
      which such first  Person,  directly or  indirectly,  owns  greater  than a
      twenty  percent (20%)  interest  (whether  economic or voting),  (y) which
      directly or indirectly  owns greater than a twenty  percent (20%) interest
      (whether  voting or economic) in such first Person or (z) which,  directly
      or  indirectly,  is in control of, is  controlled  by, or is under  common
      control with such first Person;  (ii) without  limiting clause (i) hereof,
      with respect to any Person that is a partnership,  each of its constituent
      general or limited partners; and (iii) without limiting clause (i) hereof,
      with respect to any Person that is a  corporation,  each of its  officers,
      directors and,  unless its stock is publicly  traded on the New York Stock
      Exchange or American Stock Exchange or through the network of the National
      Association of Securities Dealers,  shareholders. For the purposes of this
      definition,  "control" and "controlled" with respect to a Person means the
      power, directly or indirectly,  either to direct or cause the direction of
      the management and policies of such Person,  whether through the ownership
      of voting securities or equity interests, by contract or otherwise.

      Agreement:  This  Amended  and  Restated  Loan  Agreement,  as  originally
      executed or as may be hereafter  supplemented or amended from time to time
      in writing.
<PAGE>


      Appraisal:  An  appraisal  report  prepared  by a  member  of  a  national
      appraisal  organization  that is  certified  in the  state  in  which  the
      property being appraised by it is located and that has adopted the Uniform
      Standards of Professional  Appraisal  Practice (USPAP)  established by the
      Appraisal Standards Board of the Appraisal Foundation. The appraiser shall
      use assumptions  and limiting  conditions  established by Lender,  and the
      appraisal  shall be in  conformity  with  Lender's  appraisal  guidelines.
      Unless specifically provided in this Agreement, no Appraisal shall include
      any "going concern value" or goodwill  relating to the business  conducted
      from the applicable Project.

      Assignment of Leases:  The  assignments  of leases and rents  described in
      Section 2.2(c) of this Agreement and executed by the applicable  Borrower,
      as assignor, and recorded or to be recorded in the Official Records of the
      county where the  applicable  Real Property is located,  contemporaneously
      with the  recordation  of the  applicable  Deed of Trust or  Mortgage,  as
      originally  executed or as may be hereafter  supplemented  or amended from
      time to time in writing.

      Blazing Piano's Security Agreement:  That certain Security Agreement dated
      March 11, 1998  executed by Blazing  Piano's,  Inc., a Nevada  corporation
      which is an affiliate of Borrowers, granting Lender a security interest in
      certain  personal  property  as  additional  security  for the  Loans,  as
      originally  executed or as may be hereafter  supplemented  or amended from
      time to time in writing.

      Building Laws: All federal, state and local laws, regulations,  ordinances
      and requirements applicable to the development and operation of a Project,
      including  without  limitation  all access,  building,  zoning,  planning,
      subdivision,   fire,  traffic,  safety,  health,  labor,   discrimination,
      environmental,  air quality,  wetlands,  shoreline,  and flood plain laws,
      regulations and ordinances,  including, without limitation, all applicable
      requirements of the Fair Housing Amendments Act of 1988 (as amended),  the
      Americans with  Disabilities Act of 1991, and all orders or decrees of any
      court adopted or enacted with respect thereto applicable to such Project.

      California  Lease: That certain Master Ground Lease dated as of January 1,
      1990 by and between Spiegel Enterprises, a California general partnership,
      and Mecca Leisure (CAL), Inc. (Wild Bills California,  Inc.'s  predecessor
      in interest).

      Debt Service  Coverage Ratio: For any calendar  quarter,  the ratio of (i)
      25% of the  EBITDA  for  the  four  immediately  prior  calendar  quarters
      (excluding  from EBITDA,  for this purpose only,  all  nonrecurring  items
      occurring  on or  before  December  31,  1997 as set forth in  Schedule  1
      attached  hereto and made part hereof),  to (ii) the  aggregate  amount of
      principal and interest payable under all the Loans for such quarter.

      Deed of Trust: The leasehold deed of trust, security agreement and fixture
      filing  described in Section  2.2(b) of this  Agreement,  executed by Wild
      Bills  California,  Inc.,  as trustor,  and  recorded on April 27, 1998 as
      Instrument  No.  19980250317  in the  Official  Records of Orange  County,
      California,  as originally executed or as may be hereafter supplemented or
      amended from time to time in writing.

      Default:  Any event which,  if it were to continue  uncured,  would,  with
      notice or lapse of time or both, constitute an Event of Default.

      Default Rate: The default interest rate specified in a Note.

      EBITDA:  For a  given  period,  the  sum of  the  following  for On  Stage
      Entertainment,  Inc.  ("OSE"):  (a) Net  Income for such  period,  (b) the
      amount  deducted  by  OSE in  determining  Net  Income  for  such  period,
      representing  (i) Interest  Expense of OSE; plus (ii) the amount deducted,
      in determining Net Income for such period, of all federal, state and local
      income  taxes  (whether  paid in  cash or  deferred)  of OSE;  plus  (iii)
      depreciation of assets of OSE, plus (iv) amortization.

      Environmental Indemnity:  Each indemnity agreement delivered by a Borrower
      to Lender with respect to a given Project and described in Section  2.2(h)
      of  this  Agreement,  as  originally  executed  or  as  may  be  hereafter
      supplemented or amended from time to time in writing.
<PAGE>

      ERISA:  Employee  Retirement Income Security Act of 1974, as amended,  and
      the regulations promulgated thereunder from time to time.

      Event of Default: The meaning set forth in Section 7.1.

      Fort  Liberty  Improvements:  The  Improvements  associated  with the Fort
      Liberty Project.

      Fort Liberty Real Property: The real property described on Exhibit A-3.

      Fort  Liberty  Tenant  Leases:  All leases,  licenses  or other  occupancy
      arrangements for premises in or portions of the Fort Liberty Real Property
      other than the On Stage Lease for the Fort Liberty Real Property.

      GAAP:   Generally  accepted  accounting   principles   according  to  U.S.
      accounting (FASB) standards, consistently applied.

      Governmental  Approvals:  The  meaning  set forth in Section  4.11 of this
      Agreement.

      Governmental   Authority:   Any  federal,   state,   county  or  municipal
      government,   or  political   subdivision  thereof,  any  governmental  or
      quasi-governmental   agency,   authority,   board,   bureau,   commission,
      department,  instrumentality, or public body, or any court, administrative
      tribunal, or public utility.

      Ground  Lessor:  The ground lessor under the California  Lease  (currently
      Spiegel Enterprises, a California general partnership).

      Guarantee(s): Collectively, the Guarantees dated March 11, 1998 previously
      executed in favor of Lender by King  Henry's  Inc.,  Fort  Liberty,  Inc.,
      Blazing  Piano's,  Inc.,  Wild  Bills  California,  Inc.  and  OSE and the
      Guarantees being executed concurrently herewith by On Stage Theaters North
      Myrtle  Beach,  Inc.  and On  Stage  Theaters  Surfside  Beach,  Inc.,  as
      originally  executed and as may be hereafter  supplemented or amended from
      time to time in writing.

      Impound Account: The meaning set forth in Section 3.1.

      Improvements: The buildings, parking and other structures, other permanent
      improvements and Personal  Property  located on each respective  parcel of
      Land.

         include or including: Including but not limited to.

         Indemnitor:   On   Stage   Entertainment,   Inc.   and  the   Borrowers
         collectively.

      Internal Revenue Code: The Internal Revenue Code of 1986, as amended,  and
      the regulations promulgated thereunder from time to time.

      knowledge:  When  used to  modify a  representation  or  warranty,  actual
      knowledge or such knowledge as a reasonable person under the circumstances
      should have,  including such inquiry and investigation as a reasonable and
      diligent  person would conduct.  Lender  acknowledges  Borrowers  recently
      purchased  the  Projects,  and that the  knowledge of each Borrower may be
      less extensive than if such Borrower had owned the applicable  Project for
      a longer period of time.

      Land:  The land legally  described in Exhibits  A-1, A-2, A-3, A-4 and A-5
      attached hereto.

      Laws:  Collectively,  all federal, state and local laws, statutes,  codes,
      ordinances, orders, rules and regulations,  including judicial opinions or
      precedential authority in the applicable jurisdiction.

      Loan Documents:  This Agreement,  the documents and instruments  listed in
      Section 2.2 of this Agreement,  and all the documents given to Lender from
      time to time to evidence, secure or guarantee the Loan.

      Loan Maturity:  With respect to the Original  Loans,  March 31, 2008. With
      respect to the Additional Loans, May 31, 2008.
<PAGE>


      Loan Opening Date: The date of the initial disbursement of the Loan.

      Mortgage:  Each mortgage,  security agreement and fixture filing described
      in Section 2.2 of this  Agreement,  executed by a Borrower as mortgagor in
      favor of Lender as mortgagee  and recorded or to be recorded in the county
      where the applicable Land is located,  as originally executed or as may be
      hereafter supplemented or amended from time to time in writing.

      Myrtle Beach Lease: That certain Lease Agreement dated as of March 3, 1989
      between James H.  Dusenbury and The Dixie  Corporation  (On Stage Theaters
      North Myrtle Beach, Inc.'s predecessor in interest).

      Myrtle Beach Sublease:  That certain Sublease Agreement dated as of August
      22,  1996,  by and between  Calvin  Gilmore  Productions,  Inc.  (On Stage
      Theaters  North Myrtle Beach,  Inc.'s  predecessor  in interest) and Eddie
      Miles Entertainment, Inc.

      Net Income:  For any  period,  the  aggregate  of all  amounts  which,  in
      accordance  with GAAP,  would be included in determining net income on the
      financial  statements  of OSE for such  period  (excluding,  however,  all
      amounts in respect of any extraordinary  items and all items of revenue to
      the extent that cash with  respect  thereto is not expected to be received
      within one year of the date on which such revenue is included in income).

      Note: Collectively, the notes dated March 11, 1998 previously executed and
      delivered  by Wild Bills  California  Inc.,  Keng  Henry's,  Inc. and Fort
      Liberty, Inc. contemporaneuously with the Original Loan Agreement, and the
      notes being  executed  and  delivered  by On Stage  Theaters  North Myrtle
      Beach,  Inc.  and On Stage  Theaters  Surfside  Beach,  Inc.  concurrently
      herewith,  each  as  originally  executed  and  delivered  and  as  may be
      hereafter supplemented or amended from time to time in writing.

      On Stage Lease:  For each Project,  a lease to On Stage Theaters,  Inc. in
      form and substance satisfactory to Lender.

      OSE: On Stage Entertainment, Inc.

      Permitted  Exceptions:  Those matters  listed in Exhibit B hereto to which
      the respective  interests of each Borrower in the respective Real Property
      may be subject and any such other title exceptions or objections,  if any,
      as Lender, or its counsel, may approve in advance in writing.

      Person:   Any  person  or  entity,   including  an  individual,   trustee,
      corporation, partnership, trust, limited liability company, unincorporated
      organization, governmental agency or otherwise.

      Personal Property: All goods, materials,  supplies,  chattels,  furniture,
      fixtures,  equipment  and machinery now or later to be attached to, placed
      in or on, or used in  connection  with the use,  enjoyment,  occupancy  or
      operation of all or any part of the Land and Improvements,  whether stored
      on the Land or  elsewhere,  including  all costumes,  props,  sets,  stage
      lighting, sound equipment,  tables, chairs, plates,  silverware,  glasses,
      mugs, cups, serving bowls, kitchen equipment, bar equipment, inventory and
      articles  of  personal  property  and  accessions  thereof  and  renewals,
      replacements thereof and substitutions therefor.

      Project: The Land, Improvements and Personal Property associated with each
      separate real property described in Exhibits A-1, A-2, A-3, A-4 and A-5.

      Rating Agency:  Each of Standard & Poor's Ratings Services,  a division of
      McGraw-Hill  Companies,  Inc., Moody's Investors  Service,  Inc., Duff and
      Phelps Credit Rating Co. and Fitch Investors  Service,  L.P., or any other
      nationally-recognized  credit  rating  agency  which has been  approved by
      Lender.

      Real  Property:  That  portion  of a Project  constituting  real  property
      (including  that  portion of the Land in which a Borrower  has a leasehold
      estate).
<PAGE>


      Secondary Market Transaction: The meaning set forth in Section 10.14.

      Servicer: The entity, if any, selected by Lender to service the Loans.

      Survey:  Each  certain  ALTA/ACSM  survey  of the  Land  and  Improvements
      associated with a given Project.

      Term: The term of the Loans.

      Title Insurer:  First American Title Insurance Company,  Commonwealth Land
      Title  Insurance  Company,  or for each Project such other title insurance
      company  licensed  in the State  where the  Project  is  located as may be
      approved by Lender in connection with the Loan.

      Warrant  Agreement:  That certain  Warrant  Agreement dated March 11, 1998
      between Lender and OSE.

Defined  terms  may be used in the  singular  or the  plural.  When  used in the
singular  preceded by "a", "an", or "any",  such term shall be taken to indicate
one or more members of the relevant  class.  When used in the plural,  such term
shall be taken to indicate all members of the relevant class.

2. TERMS OF LOAN AND DOCUMENTS.

    2.1    Agreement to Borrow and Lend. Subject to all of the terms, provisions
           and conditions set forth in this Agreement, Lender agrees to make and
           each Borrower  agrees to accept the applicable  Loan described in the
           Recitals  of  this  Agreement.   Each  Borrower  agrees  to  pay  all
           indebtedness evidenced and secured by the Loan Documents for the Loan
           to such Borrower in accordance with the terms thereof.

    2.2    Loan  Documents  . In  consideration  of  Lender's  entry  into  this
           Agreement and Lender's  agreement to make the Loans,  Borrowers  have
           executed and delivered or agree that they will,  in  sufficient  time
           for review by Lender and its counsel  prior to the Loan Opening Date,
           execute and deliver or cause to be executed  and  delivered to Lender
           the  following  documents  and  instruments  in  form  and  substance
           acceptable to Lender:

           (a) A promissory note payable to the order of Lender in the following
               original principal amounts:


                         Borrower                                  Loan Amount
               -------------------------------------------         -----------

               King Henry's Inc.                                   $ 5,000,000
               Fort Liberty, Inc.                                  $ 6,600,000
               Wild Bills California, Inc.                         $   900,000
               On Stage Theaters North Myrtle Beach, Inc.          $    25,000
               On Stage Theaters Surfside Beach, Inc.              $ 1,075,000

                                    Total of Loans:              $13,600,000

           (b) A first mortgage or deed of trust, security agreement and fixture
               filing on Borrower's fee or leasehold,  as applicable,  estate in
               the property  securing the applicable  Loan,  subject only to the
               Permitted Exceptions;

           (c) An assignment  of leases and rents that together  provide for the
               assignment  to  Lender of all  rents  and all  leases,  licenses,
               concessions and other similar agreements relating to or connected
               with the Project, each of which shall be a present first priority
               absolute  assignment  of all present and future  leases of all or
               any part of the Project described  therein,  all lease guarantees
               and all rents and other sums  payable  thereunder  (provided  the
               applicable  Borrower  may collect and retain rents until an Event
               of Default has occurred);
<PAGE>


           (d) A security  agreement  granting Lender a security interest in all
               personal  property,  tangible and intangible,  owned or hereafter
               acquired by the  applicable  Borrower  including  bank  accounts,
               accounts receivable,  all impound or reserve accounts required in
               the Loan Documents, and all books, records, computer tapes, discs
               and memory storage  facilities,  information stored by electronic
               media,  trademarks,  tradenames  and other  intangible  property,
               which  agreement  may be combined with or  incorporated  into the
               Deed of Trust or Mortgage;

           (e) Uniform  Commercial  Code  financing  statements,  in  duplicate,
               executed by the applicable Borrower as debtor with respect to all
               of the Personal Property;

           (f) The  Blazing  Piano's  Security  Agreement,  along  with  uniform
               commercial  code  financing  statement(s)  with  respect  to  the
               property described therein;

           (g) An assignment  to Lender of all of the right,  title and interest
               of such  Borrower in and to all  agreements  and other  documents
               relating to the ownership, development,  operation, construction,
               or use of  the  Project,  including  any  management  agreements,
               franchise   agreements,    reservation   agreements,   concession
               agreements,   contracts,   leases,   licenses,   warranties   and
               guaranties  relating  to such  Project,  together  with  consents
               thereto from those third parties to such agreements as Lender may
               require;

           (h) An indemnity  agreement with respect to certain matters including
               environmental covenants;

           (i) A repayment guaranty executed by On Stage Entertainment, Inc. and
               each other Borrower;

           (j) Any other documents required by this Agreement; and

           (k) Such other papers and documents as Lender may reasonably require.

    2.3    2.3 Terms of the Loans.  The Loans will bear  interest for the period
           and at the rate set forth in the Notes. The unpaid principal balance,
           all  accrued and unpaid  interest  and all other sums due and payable
           under the Notes or other Loan Documents, if not sooner paid, shall be
           paid in full at Loan Maturity.

    2.4    Prepayments . No Borrower shall have the right to make prepayments of
           the Loan in whole or in part except in  accordance  with the terms of
           the Notes.

    2.5    Sources  and  Uses.  Each  Borrower  shall  use the  proceeds  of the
           respective  Loan solely for the  purposes  set forth in Exhibit C. 3.
           BORROWERS'  COVENANTS.  Borrowers  further  covenant  and agree  with
           Lender as folloBORROWERS'  COVENANTS.  Borrowers further covenant and
           agree with Lender as follows:

    3.1    Impound  Accounts and  Reserves.  With respect to each  Project,  the
           Borrower  shall  deposit  for the  benefit  of Lender  into  separate
           interest-bearing  accounts  at a  financial  institution  selected by
           Lender (collectively, the "Reserves"):

    3.1.1  Impound Account. On the first day of each calendar month, a sum equal
           to one  twelfth  (1/12)  of the  amount  estimated  by  Lender or its
           Servicer to be  required  to pay, at least  thirty (30) days prior to
           their respective due dates,  annual taxes,  assessments,  ground rent
           and insurance  premiums (for any Policy if the premiums  therefor are
           not  paid  on  a  monthly  basis)  for  each  Project  (the  "Impound
           Account").  On the Loan Opening  Date,  Such  Borrower  shall make an
           initial  deposit of a sum equal to  one-twelfth  (1/12) of the yearly
           property taxes and assessments plus a sum equal to one-twelfth (1/12)
           of the annual  insurance  premiums  (for any  Policy if the  premiums
           therefor  are not paid on a  monthly  basis),  each as  estimated  by
           Lender,  multiplied by the number of months elapsed in the respective
           billing periods.  The Servicer shall manage the  disbursements out of
           the Impound Account.
<PAGE>

    3.1.2  Additional  Security;  Control by  Borrower  Until  released as above
           provided,  the Reserves shall constitute  additional security for the
           Loan relating to such  Project.  Each  Borrower  shall,  from time to
           time, upon Lender's  request,  execute,  deliver,  record and furnish
           such documents and notices as Lender may reasonably deem necessary or
           desirable  to  create,   perfect  and  maintain   perfected  security
           interests in the  Reserves.  Subject to Lender's  security  interests
           therein,  until an Event of Default has occurred,  the Reserves shall
           remain in the name of Borrower.  Upon the  occurrence  of an Event of
           Default, Lender may require that any sums then present in any Reserve
           be applied to the payment of the applicable  Loan in any order in its
           sole discretion.

    3.2    Payment of Taxes. Each Borrower shall pay all special assessments and
           all real  estate  taxes,  assessments  and charges of every kind upon
           such Borrower's Project before the same become delinquent;  provided,
           however,  that such Borrower shall have the right to pay any such tax
           under  protest or to otherwise  contest any such tax,  assessment  or
           charge but only if (i) such contest has the effect of preventing  the
           collection   of  such  taxes  so  contested   and  also  prevent  the
           commencement of sale or foreclosure  proceedings  with respect to, or
           forfeiture  of,  such  Project or any part  thereof  or any  interest
           therein, (ii) such Borrower has notified Lender in writing in advance
           of its intent to contest  such  taxes,  and (iii) such  Borrower  has
           deposited security in form and amount  satisfactory to Lender, in its
           sole judgment, and increases the amount of such security so deposited
           promptly after Lender's request  therefor.  If such Borrower fails to
           commence such contest or, having  commenced to contest the same,  and
           having  deposited  such  security  required  by  Lender  for its full
           amount,  Borrower  shall  thereafter  fail to prosecute  such contest
           vigorously,  in good faith,  with due  diligence  and by  appropriate
           proceedings,  or, upon adverse conclusion of any such contest,  shall
           fail  to pay  such  tax,  assessment  or  charge,  Lender  may at its
           election  (but shall not be required  to), pay and discharge any such
           tax,  assessment or charge, and any interest or penalty thereon,  and
           any  amounts  so  expended  by Lender  shall be deemed to  constitute
           disbursements  of the Loan  proceeds  hereunder  (even  if the  total
           amount  of  disbursements   would  exceed  the  face  amount  of  the
           applicable  Note).  Lender in making any  payment  hereby  authorized
           relating to taxes and  assessments,  may do so according to any bill,
           statement or estimate  procured  from the  appropriate  public office
           without inquiry into the accuracy of such bill, statement or estimate
           or into the validity of any tax, assessment,  sale,  forfeiture,  tax
           lien or title or claim thereof.

    3.3    Maintenance of Insurance.

    3.3.1  All Risk Insurance.  Each Borrower, at its sole cost and expense, for
           the mutual  benefit of such  Borrower  and Lender,  shall  obtain and
           maintain  during  the  entire  Term (or if later,  until all  amounts
           payable  under  such  Loan are paid in full)  policies  of  insurance
           against loss or damage by fire, lightning, wind and such other perils
           as are included in a standard  "all-risk" or "special causes of loss"
           form,  and  against  loss or damage by all  other  risks and  hazards
           covered by a standard extended  coverage  insurance policy including,
           without limitation,  riot and civil commotion,  vandalism,  malicious
           mischief,  burglary and theft.  Such insurance  shall be in an amount
           equal to the  greater  of (i) the then full  replacement  cost of the
           Improvements,  without deduction for physical depreciation,  and (ii)
           such amount as would  cause the  insurer to not deem such  Borrower a
           co-insurer under said policies.  The policies of insurance carried in
           accordance  with this paragraph  shall be paid monthly in advance and
           shall  contain  a  "Replacement  Cost  Endorsement"  with a waiver of
           depreciation and an "Agreed Amount  Endorsement".  The policies shall
           have a deductible no greater than $25,000 unless agreed to by Lender.

    3.3.2  Additional  Insurance.  Each Borrower,  at its sole cost and expense,
           for the mutual benefit of such Borrower and Lender, shall also obtain
           and maintain during the Term the following  policies of insurance for
           each Project:

           (a) Flood insurance if any part of the applicable  Project is located
               in an area identified by the Federal Emergency  Management Agency
               as an area  having  special  flood  hazards  and in  which  flood
               insurance  has been  made  available  under  the  National  Flood
               Insurance  Program in an amount at least equal to the outstanding
               principal  amount of the applicable  Loan or the maximum limit of
               coverage  available with respect to the  Improvements  under said
               Program,  whichever is less. <PAGE>


           (b) Comprehensive  General Liability or Commercial  General Liability
               insurance, including a broad form comprehensive general liability
               endorsement   and  coverage  for  broad  form  property   damage,
               contractual damages, personal injuries (including death resulting
               therefrom) and a liquor  liability  endorsement if liquor is sold
               on such  Project  containing  minimum  limits per  occurrence  of
               $1,000,000.00  and  $2,000,000.00 in the aggregate for any policy
               year. In addition, at least $10,000,000.00 excess and/or umbrella
               liability  insurance shall be obtained and maintained for any and
               all  claims,  including  all legal  liability  imposed  upon such
               Borrower  and all court  costs and  attorneys'  fee  incurred  in
               connection  with the ownership,  operation and maintenance of the
               relevant Project.

           (c) Rental  loss  and/or  business  interruption  insurance  from all
               perils (including  earthquake  insurance if readily available and
               if not  unreasonable  for a lender to require) for a period of 12
               months in an amount equal to the  estimated  gross  revenues from
               the operations of the Project over 12 months.  The amount of such
               insurance shall be increased from time to time during the Term as
               the annual  estimate of (or the actual) gross revenue,  as may be
               applicable, increases.

           (d) Insurance  against  loss or damage from (A) leakage of  sprinkler
               systems and (B)  explosion  of steam  boilers,  air  conditioning
               equipment,   high  pressure  piping,   machinery  and  equipment,
               pressure vessels or similar apparatus now or hereafter  installed
               in the Improvements  (without  exclusion for  explosions),  in an
               amount at least equal to the outstanding  principal amount of the
               relevant Note or $2,000,000.00, whichever is more.

           (e) Worker's compensation  insurance with respect to any employees of
               such  Borrower,  as required  by any  governmental  authority  or
               applicable Laws.

           (f) During any period of renovation, repair or restoration, builder's
               "all risk" insurance in an amount equal to not less than the full
               insurable  value of such Project  against such risks  (including,
               without  limitation,  fire and extended  coverage and collapse of
               the Project Improvements to agreed limits) as Lender may request,
               in form and substance acceptable to Lender.

           (g) Earthquake  insurance  in an  amount  equal to the  lesser of the
               original  principal  balance of the relevant Loan and the maximum
               amount  permitted  by  law,  if  readily  available  and  if  not
               unreasonable for a lender to require.

           (h) Such  other  insurance  as may  from  time to time be  reasonably
               required by Lender in order to protect its interests.
<PAGE>

    3.3.3  Additional  Requirements.  All policies of insurance (the "Policies")
           required  pursuant  to this  Section  3.3:  (i)  shall be  issued  by
           companies approved by Lender and licensed to do business in the state
           where the Project is located,  with a claims paying ability rating of
           "BBB" or better by Standard & Poor's Ratings Services,  a division of
           McGraw-Hill  Companies,  Inc., and a rating of "A:X" or better in the
           current  Best's  Insurance  Reports;  (ii) shall  name as  additional
           insureds  Lender and its successors  and/or assigns as their interest
           may appear; (iii) shall contain a Non-Contributory Standard Mortgagee
           Clause and a Lender's Loss Payable Endorsement, or their equivalents,
           naming  Lender  as the  Person  to  which  all  payments  made by the
           insurance  company  issuing the  Policies  shall be paid;  (iv) shall
           contain  a  waiver  of  subrogation  against  Lender;  (v)  shall  be
           maintained  throughout the Term without cost to Lender; (vi) shall be
           assigned and the originals  delivered to Lender (including  certified
           copies of the  Policies  in effect on the date hereof  within  thirty
           (30) days after the closing of the Loan);  (vii) shall  contain  such
           provisions  as Lender  deems  reasonably  necessary  or  desirable to
           protect its  interest  including,  without  limitation,  endorsements
           providing  that  neither any  Borrower,  Lender nor any other  Person
           shall be a  co-insurer  under said  Policies  and that  Lender  shall
           receive  at least  thirty  (30)  days  prior  written  notice  of any
           modification,  reduction or  cancellation  for any reason,  including
           nonpayment of premiums;  and (viii) shall be satisfactory in form and
           substance  to Lender and shall be  approved  by Lender as to amounts,
           form, risk coverage,  deductibles,  loss payees and insureds.  Lender
           may elect to close even though the Policies  and related  certificate
           do not meet the  requirements  recited  above,  provided  Lender  may
           subsequently  require that duplicate  original  Policies meeting such
           requirements be obtained and submitted to Lender within 30 days after
           written notice to Borrowers.  The  applicable  Borrower shall pay the
           premiums (except to the extent Impounds therefor have been funded and
           funds in such  Impounds  allocable  thereto  have not been  otherwise
           applied) for such  Policies  (the  "Insurance  Premiums") as the same
           become due and  payable and shall  furnish to Lender  evidence of the
           renewal of each of the Policies  with receipts for the payment of the
           Insurance  Premiums  or other  evidence  of such  payment  reasonably
           satisfactory to Lender.  If the applicable  Borrower does not furnish
           such  evidence  and  receipts at least  thirty (30) days prior to the
           expiration of any Policy,  then Lender may procure,  but shall not be
           obligated to procure,  such insurance and pay the Insurance  Premiums
           therefor,  and such Borrower shall  reimburse  Lender for the cost of
           such Insurance  Premiums promptly on demand.  Within thirty (30) days
           after request by Lender, such Borrower shall obtain such increases in
           the  amounts of  coverage  required  hereunder  as may be  reasonably
           requested by Lender, taking into consideration inflation,  changes in
           the value of money over time,  changes in liability laws,  changes in
           prudent customs and practices, and the like.

    3.4    Mechanics'  Liens and Contest Thereof . Each Borrower will not suffer
           or  permit  any  mechanics'  lien  claims  to be filed  or  otherwise
           asserted against the Borrower's  Project and will promptly  discharge
           the  same  if  any  claims  for  lien  or  any  proceedings  for  the
           enforcement thereof are filed or commenced;  provided,  however, that
           such Borrower  shall have the right to contest in good faith and with
           due diligence the validity of any such lien or claim upon  furnishing
           to the Title  Insurer such security or indemnity as it may require to
           induce the Title Insurer to insure against all such claims,  liens or
           proceedings; and provided further that Lender will not be required to
           make any further  disbursements  of the Loan proceeds  unless (x) all
           mechanics'  lien claims shown by any title  insurance  commitments or
           interim binders or certifications,  and all stop notices delivered to
           it with respect to the Loan, have been released or insured against by
           the Title  Insurer or (y) such Borrower  shall have  provided  Lender
           with such other security with respect to such claim or stop notice as
           may be acceptable to Lender,  in its sole  discretion.  Such Borrower
           shall  properly  post,  deliver to Lender and (if  legally  required)
           record notices of  nonresponsibility in appropriate form with respect
           to any  contemplated  work of improvement  relating to the Borrower's
           Project.
<PAGE>


    3.5    Settlement  of  Mechanics'  Lien  Claims . If a  Borrower  shall fail
           promptly to discharge  any  mechanics'  lien claim filed or otherwise
           asserted or to contest any such claims and give security or indemnity
           in the manner  provided in Section 3.4 hereof  (except for mechanics'
           lien  claims  of less than  $10,000  for  which no  proceedings  have
           commenced  which could lead to foreclosure  of the lien),  or, having
           commenced  to contest  the same,  and having  given such  security or
           indemnity,   shall   thereafter   fail  to  prosecute   such  contest
           vigorously,  in good faith and with due diligence and by  appropriate
           proceeding,  or  fail to  maintain  such  indemnity  or  security  so
           required by the Title  Insurer for its full amount,  or, upon adverse
           conclusion of any such  contest,  shall fail to cause any judgment or
           decree to be satisfied and lien to be promptly released, then, and in
           any such  event,  Lender  may,  at its  election  (but  shall  not be
           required  to) and in addition to its  remedies set forth in Section 8
           (i)  procure  the  release  and  discharge  of any such claim and any
           judgment or decree thereon,  without  inquiring into or investigating
           the amount, validity or enforceability of such lien or claim and (ii)
           effect any  settlement or compromise of the same, or may furnish such
           security  or  indemnity  to the Title  Insurer,  and any  amounts  so
           expended by Lender,  including premiums paid or security furnished in
           connection  with the issuance of any surety company  bonds,  shall be
           deemed to constitute  disbursements  of the Loan  proceeds  hereunder
           (even if the total  amount of  disbursements  would  exceed  the face
           amount of the Note).

    3.6    Maintenance,  Repair and  Restoration of Improvements . Each Borrower
           shall (i) promptly repair,  restore or rebuild any of such Borrower's
           Improvements which may become damaged or be destroyed;  and (ii) keep
           such  Improvements  and each  portion  or  component  thereof in good
           condition  and  repair,  without  waste.  Notwithstanding  (i) in the
           preceding  sentence,  in the  event of  condemnation  of or damage or
           destruction  to a Project  for which the repair or  restoration  will
           exceed 75% of the original  principal  amount of the applicable Loan,
           based on reasonable and detailed  estimates,  the applicable Borrower
           may  elect  to  prepay  the  relevant  Loan  in  full,  provided  the
           applicable  Deed of Trust or Mortgage  shall remain in place in order
           to secure the Guarantee executed by such Borrower.

    3.7    Leases and Lease  Reports . (i) No Borrower  shall enter into any new
           lease of space  in the  Borrower's  Project  without  Lender's  prior
           written consent, except for leases of premises at Fort Liberty (other
           than the On Stage Lease) at market value  entered into with bona fide
           third  parties  for a  term  not  to  exceed  five  years  on a  form
           previously  approved  in writing by Lender;  (ii) no  Borrower  shall
           modify,  amend,  waive any material provision of, terminate or cancel
           (a) any On Stage Lease,  or (b) any  existing  leases of space in the
           applicable  Project  that would cause the term of any lease to exceed
           five years or the rentable payable thereunder to be other than market
           rates without the prior written consent of Lender (and the applicable
           Borrower shall be required at Lender's election to use its reasonable
           best  efforts to cause each lessee to execute  estoppel  certificates
           and subordination,  non-disturbance and attornment agreements in form
           and  substance  satisfactory  to  Lender);  and (c) if there  are any
           leases of space in such  Project  generating  or expected to generate
           annual rents of $60,000 or more,  within  fifteen (15) days following
           the end of each month, such Borrower shall deliver to Lender a report
           showing  the  status of such  leases in the  Project as of the end of
           such month  certified by such  Borrower.  Such report  shall  include
           information  on the amount of space covered by any letters of intent,
           leases out for execution, and fully executed leases; the rental under
           each lease  agreement or proposed lease  agreement;  the term of each
           lease  agreement;  and a  summary  of any terms  which  vary from the
           standard form of lease previously approved by Lender.

    3.8    Compliance  With Laws . Each Borrower shall promptly  comply with all
           applicable Laws and all  requirements of any  Governmental  Authority
           having jurisdiction over such Borrower or the applicable Project, and
           shall take all actions  necessary to bring such Project into material
           compliance with all applicable Laws, including without limitation all
           Building Laws (whether now existing or hereafter enacted).
<PAGE>


    3.9    Alterations  .  Without  the prior  written  consent  of  Lender,  no
           Borrower  shall  make  any  material  alterations  to the  Borrower's
           Project  other than those that both (i) do not affect any  structural
           component,  element or aspect of the  Project and (ii) do not cost in
           any 24 month  period in excess of $50,000 in each case or $100,000 in
           the  aggregate  (other than  completion  of tenant  work  required in
           accordance  with the  Fort  Liberty  Tenant  Leases  entered  into in
           accordance with the terms of this Agreement).

    3.10   Personal  Property  . (i)  All  of a  Borrower's  Personal  Property,
           fixtures, furnishings,  furniture, attachments,  equipment, books and
           records  located  on  or  used  or  useful  in  connection  with  the
           Borrower's Project or its operation,  shall always be located at such
           Project or at the corporate  offices of OSE in Las Vegas,  Nevada, or
           the  corporate  offices of On Stage  Theaters,  Inc. in Florida,  and
           shall  also  be  kept  free  and  clear  of  all  chattel  mortgages,
           conditional  vendor's  liens and all other  liens,  encumbrances  and
           security  interests of any kind whatever,  (ii) such Borrower will be
           the absolute owner of said Personal Property, fixtures,  attachments,
           equipment,   books  and  records,  except  for  additional  equipment
           acquired after the date hereof which a Borrower elects to lease up to
           a maximum  value of $50,000  per  Project,  and (iii)  such  Borrower
           shall,  from  time to time,  furnish  Lender  with  evidence  of such
           ownership  satisfactory to Lender,  including  searches of applicable
           public records.  Notwithstanding (i) above, Personal Property used in
           theater  productions  may be moved to and used in other  Projects  or
           venues  owned  by On  Stage  Theaters,  Inc.  or OSE,  provided  such
           relocated  Personal  Property  shall be  replaced  by other  personal
           property of equal or greater value.  Notwithstanding item (ii) above,
           a  Borrower  may  lease  Personal  Property  at a  Project  having an
           aggregate  value in excess of $50,000 if at all times during the term
           of such lease such Borrower also owns  Personal  Property  located at
           that  Project  and in good order and  repair  having a value at least
           equal to the value of the Personal  Property  located at that Project
           on the date hereof.

    3.11   Inspection by Lender;  Appraisals.  Each Borrower will cooperate (and
           will cause the managing agent to cooperate)  with Lender in arranging
           for  inspections  of such  Borrower's  Project  from  time to time by
           Lender and its agents and  representatives.  Within  thirty (30) days
           after  written  request,  such Borrower will cause an Appraisal to be
           performed and the report thereof  submitted to Lender;  provided that
           one time per 12 month period per Project  Lender shall have the right
           to order  independently  an Appraisal  and the cost thereof  shall be
           paid by such Borrower  within twenty (20) days after  presentation of
           written invoice.

    3.12   Financial Reporting.

    3.12.1 Books and Records. Each Borrower will keep and maintain or will cause
           to be kept and maintained on a fiscal year basis,  in accordance with
           GAAP (or such other accounting basis reasonably acceptable to Lender)
           consistently applied, proper and accurate books, records and accounts
           reflecting  all of the  financial  affairs of such  Borrower  and all
           items of income and expense in  connection  with the operation of the
           applicable  Project or in connection with any services,  equipment or
           furnishings provided in connection with the operation thereof. Lender
           shall  have the right  from time to time at all times  during  normal
           business hours upon reasonable notice to examine such books,  records
           and   accounts  at  the  office  of  any  Borrower  or  other  person
           maintaining such books,  records and accounts and to make such copies
           or extracts  thereof as Lender shall desire.  After the occurrence of
           an Event of Default,  the Borrower  which is in default shall pay any
           costs and  expenses  incurred  by Lender to examine  such  Borrower's
           books and  accounting  and other records with respect to the Project,
           as Lender  shall  determine to be  necessary  or  appropriate  in the
           protection of Lender's interest.
<PAGE>


    3.12.2 Annual Statements. Each Borrower will cause OSE to furnish to Lender,
           within thirty (30) business days after Lender's request therefor (but
           no sooner  than March 31 for the year ending the  preceding  December
           31), with a complete copy of OSE's most recent consolidated financial
           statements,  including a  consolidating  schedule  setting forth such
           Borrower's  financial   condition,   audited  and  certified  without
           qualification by a nationally-recognized independent certified public
           accountant  that is reasonably  acceptable  to Lender (in  accordance
           with GAAP  except  as  disclosed  and in  accordance  with  generally
           accepted auditing standards  consistently  applied as in effect as of
           the end of  such  fiscal  year)  containing  (for  OSE  and,  in such
           consolidating  schedule,  for such  Borrower) a statement of revenues
           and expenses,  a statement of assets and  liabilities and a statement
           of OSE's and such  Borrower's  equity.  BDO Seidman is  acceptable to
           Lender.  Each  such  statement  shall  indicate  compliance  with any
           financial covenant relating to OSE and such Borrower contained in the
           Loan  Documents.   Together  with  such  financial  statements,  such
           Borrower shall furnish to Lender an officer's certificate  certifying
           as of the  date  thereof  (A) that the  annual  financial  statements
           accurately   represent  the  results  of  operations   and  financial
           condition  of such  entity  all in  accordance  with GAAP  (except as
           disclosed)  and  in  accordance  with  generally   accepted  auditing
           standards consistently applied, and (B) whether there exists an event
           or circumstance which  constitutes,  or which upon notice or lapse of
           time or both  would  constitute,  an  Event  of  Default  under  this
           Agreement,  the applicable  Note or any other Loan Document  executed
           and  delivered  by  such  Borrower  or OSE  and,  if  such  event  or
           circumstance  exists,  the nature thereof,  the period of time it has
           existed  and the  action  then  being  taken to remedy  such event or
           circumstances.

    3.12.3 Quarterly  Statements.  Each Borrower will furnish Lender  quarterly,
           within forty-five (45) days following the end of each quarter, with a
           complete  copy of OSE's Form 10-Q for such  quarter as filed with the
           Securities  and  Exchange   Commission,   including  a  consolidating
           schedule   setting  forth  such   Borrower's   financial   condition,
           unaudited,  containing  a statement  of revenues and expenses for the
           Project.  Together with such  consolidating  schedule,  such Borrower
           shall furnish to Lender an officer's certificate certifying as of the
           date thereof that such consolidating  schedule accurately  represents
           the results of operation of the applicable Project for such quarter.

    3.12.4 Other Information Requested by Lender. Each Borrower shall furnish to
           Lender, within thirty (30) days after Lender's request therefor, such
           further  detailed  information  with respect to the  operation of the
           Borrower's  Project and the financial affairs of such Borrower as may
           be reasonably requested by Lender.

    3.13   Documents of Further  Assurance . Each Borrower  shall,  from time to
           time, upon Lender's  request,  execute,  deliver,  record and furnish
           such documents as Lender may  reasonably  deem necessary or desirable
           to (i)  perfect  and  maintain  perfected  as  valid  liens  upon the
           Borrower's  Project,  the liens  granted by such  Borrower  to Lender
           under the Deed of Trust or Mortgage  and the  collateral  assignments
           and  other  security  interests  under the other  Loan  Documents  as
           contemplated  by  this  Agreement,  (ii)  correct  any  errors  of  a
           typographical nature or inconsistencies which may be contained in any
           of the Loan Documents,  and (iii)  consummate  fully the transactions
           contemplated under this Agreement.

    3.14   Furnishing Reports. Each Borrower shall provide Lender promptly after
           receipt  with  copies  of all  material  inspections,  reports,  test
           results and other information  received by such Borrower from time to
           time from its  employees,  agents,  representatives,  architects  and
           engineers,  which in any way relate to its Project,  any part thereof
           or the businesses  conducted by such Borrower or any Affiliated Party
           therein.
<PAGE>


    3.15   Operation  of Project  and Zoning . As long as any  portion of a Loan
           remains  outstanding,  the  applicable  Borrower  shall  maintain and
           operate its  Project in a first class  manner.  Each  Borrower  shall
           fully and  faithfully  perform all of its  covenants,  agreements and
           obligations  under  each of the  leases  of space  in the  Borrower's
           Project and each contract  relating to operation as a dinner theater,
           piano bar or restaurant, as applicable. No Borrower shall initiate or
           acquiesce in a zoning variation or reclassification  without Lender's
           consent.

    3.16   Intentionally Deleted .

    3.17   Furnishing  Notices . Each Borrower shall deliver to Lender copies of
           all  material  notices  received  or given by such  Borrower  (or its
           agents or representatives) in connection with the Borrower's Project.

    3.18   Indemnification  . Each  Borrower  shall  indemnify,  defend and hold
           harmless   Lender,   and   its   officers,   directors,    employees,
           shareholders,   advisers,  and  agents  (collectively,   "Indemnified
           Parties") from and against all claims,  injury,  damage,  loss, costs
           (including  attorneys' fees and costs) and liability of any and every
           kind incurred by  Indemnified  Parties by reason of (i) the operation
           or  maintenance  of the  Borrower's  Project or any  construction  or
           business  conducted at such Project;  (ii) the payment of any and all
           brokerage  commissions  or  fees  of any  kind  with  respect  to the
           applicable  Loan, and for any and all legal or other fees or expenses
           paid or  incurred  by Lender in  connection  with any claims for such
           commissions  or fees;  (iii) any and all other action or inaction by,
           or matter which is the responsibility of, or is otherwise related to,
           such  Borrower;  (iv)  the  transfer  of the  applicable  Project  to
           Borrower on the date hereof, and any failure to obtain any consent or
           approval required therefor from any Person; and (v) the breach of any
           representation  or  warranty  or  failure  to  fulfill  any  of  such
           Borrower's  obligations  under  this  Agreement  or  any  other  Loan
           Document.  The  foregoing  indemnity  shall  include  the cost of all
           alterations,  repairs  and  replacements  to the  applicable  Project
           (including without limitation architectural,  engineering,  legal and
           accounting costs),  all fines, fees and penalties,  and all legal and
           other expenses  (including  attorneys' fees),  incurred in connection
           with  such  Project  being in  violation  of Laws and for the cost of
           collection  of the sums due  under  this  indemnity,  whether  or not
           Borrower  is in  possession  of  such  Project.  Notwithstanding  the
           preceding,  however,  no Borrower  shall be  obligated  to  indemnify
           Indemnified  Parties  for  injuries  to  natural  sed  by  the  gross
           negligence or willful misconduct of Lender.

    3.19   Corporate  Documents;  Redemption;  Capital  Structure  . Without the
           prior written consent of Lender, no Borrower shall:

           (a) Permit or suffer any  amendment  or  modification  of its bylaws,
               articles,   shareholder's   agreement  or  other   organizational
               documents,  and no Borrower  shall permit or suffer the admission
               of any new shareholder,  except as permitted  pursuant to Section
               6.2;

           (b) Redeem any stock of such Borrower;

           (c) Issue  any  shares  of common  stock of such  Borrower  except in
               exchange  for the cash  payment of the fair market  value of such
               stock; or

           (d) Issue any  preferred  shares  of stock or  otherwise  change  its
               capital structure.

    3.20   Replacement or Division of Note .

    3.20.1 Each Borrower shall, if the applicable Note is mutilated,  destroyed,
           lost,  or  stolen,   promptly  deliver  to  Lender,  in  substitution
           therefor,  a new  promissory  note  containing  the  same  terms  and
           conditions  as the  applicable  Note with a  notation  thereon of the
           unpaid  principal  accrued  and unpaid  interest.  In the case of the
           replacement  of a lost Note,  Lender shall  indemnify the  applicable
           Borrower  for damages  arising  out of a claim for payment  under the
           lost Note (as opposed to the replacement Note).
<PAGE>


    3.20.2 At  Lender's  election,  each  Borrower  shall  execute  two or  more
           promissory  notes  replacing the  applicable  Note and ancillary Loan
           Documents,  provided the principal balance, and payment terms (in the
           aggregate)  shall not be changed,  provided that different  notes may
           have different interest rates provided that the aggregate interest on
           the  aggregate  principal  balance  shall  not  be in  excess  of the
           interest rate provided under the relevant Note.

    3.21   Publicity . During the term of the Loan,  Lender may issue or publish
           releases or announcements  stating that the financing for one or more
           Projects is being  provided by Lender to one or more  Borrowers,  and
           each Borrower hereby consents thereto.

    3.22   Access to Leased Premises and Right to Cure Defaults Under the Ground
           Lease and Easement Agreements . In the event of a material default by
           a Borrower under a ground lease or easement agreement,  each Borrower
           agrees that Lender shall have the right (but not the obligation),  to
           cure or cause the cure of such  default and, in the event the cure of
           such  default by its nature  requires  that Lender  enter upon and/or
           take possession of the demised premises,  each Borrower hereby agrees
           that Lender may, and each Borrower hereby grants Lender the right to,
           enter in and upon and take  possession  of the relevant Real Property
           to the extent necessary to cause the cure of such default;  provided,
           however,  Lender  shall not be entitled to exercise  its rights under
           this Section until the  expiration of applicable  grace periods under
           such  agreements,  so long as Lender shall be afforded an independent
           cure  right and grace  period  of not less than 30 days  (subject  to
           extension  if  Lender  commences  such cure  within  such 30 day cure
           period and diligently  prosecutes  the same to completion)  following
           the expiration of applicable grace periods under such agreements. Any
           costs  incurred by Lender in curing  such  default  shall  constitute
           additional  indebtedness evidenced by the Note for such Real Property
           and shall be secured by the Deed of Trust or Mortgage  and other Loan
           Documents  to  the  same  extent  and  effect  as if  the  terms  and
           provisions of this Agreement  were set forth therein,  whether or not
           the aggregate of such  indebtedness  shall exceed the aggregate  face
           amount of the applicable Note.

    3.23   Lender's  Attorneys'  Fees and  Expenses  . If at any  time  prior to
           repayment of the Loan in full,  Lender employs  counsel for advice or
           other  representation  (whether  or not any suit has been or shall be
           filed and whether or not other legal  proceedings  have been or shall
           be  instituted  and,  if such  suit is  filed  or  legal  proceedings
           instituted, through all administrative,  trial, and appellate levels)
           with respect to a Loan, a Project or any part thereof, this Agreement
           or any of the  Loan  Documents,  including  any  proposed  or  actual
           restructuring of a Loan, or to protect,  collect,  lease,  sell, take
           possession  of, or liquidate  any of such  Project,  or to attempt to
           enforce any security  interest or lien on any of such Project,  or to
           enforce  any  rights  of  Lender  or any of the  relevant  Borrower's
           obligations  hereunder or those of any other  person,  firm or entity
           which may be obligated  to Lender by virtue of this  Agreement or any
           other  agreement,  instrument  or document  heretofore  or  hereafter
           delivered  to Lender by or for the  benefit of such  Borrower,  or to
           analyze and  respond to any  request for consent or approval  made by
           such Borrower,  then, in any such event, such Borrower shall pay upon
           demand all of the  reasonable  attorneys'  fees and expenses  arising
           from such  services,  and all  expenses,  costs and charges  relating
           thereto,  and if such  Borrower  fails to pay such  fees,  costs  and
           expenses  payment  thereof  by Lender  shall be deemed to  constitute
           disbursement of additional Loan proceeds hereunder (even if the total
           amount  of  disbursements   would  exceed  the  face  amount  of  the
           applicable Note) and shall constitute additional indebtedness of such
           Borrower  to Lender,  payable  on demand  and  secured by the Deed of
           Trust or Mortgage and other Loan Documents.
<PAGE>


    3.24   Loan Expenses. Each Borrower agrees to pay all reasonable expenses of
           or related to the  applicable  Loan,  including  all amounts  payable
           pursuant  to  Sections  3.25  and  3.26 of this  Agreement,  and also
           including all recording charges,  title insurance  charges,  costs of
           surveys,  costs for certified copies of instruments,  escrow charges,
           fees, expenses and charges of  architectural/engineering  consultants
           of  Lender,   fees  and  expenses   (including  word  processing  and
           photocopying  expenses)  of  Lender's  attorneys,  and all  costs and
           expenses  incurred by Lender in connection with the  determination of
           whether such  Borrower has performed  the  obligations  undertaken by
           such Borrower  under this  Agreement or has satisfied any  conditions
           precedent to the  obligations  of Lender under this  Agreement.  Each
           Borrower shall be obligated to pay, and shall pay, all such expenses,
           charges,  costs and fees regardless of whether the applicable Loan is
           disbursed  in whole or in part unless such failure to disburse is due
           to  Lender's  wrongful  failure to  disburse  hereunder.  Any and all
           advances or payments made by Lender under this Agreement from time to
           time, or for fees of  architectural  and engineering  consultants and
           attorneys'  fees and  expenses,  if any, and all other Loan  expenses
           shall,  as and  when  advanced  or  incurred  by  Lender,  constitute
           additional  indebtedness evidenced by the applicable Note and secured
           by the Deed of Trust or Mortgage and the other Loan Documents. Lender
           acknowledges  prior  receipt  of  $150,000  for  expenses  previously
           incurred by Lender in originating the Original  Loans,  provided that
           Lender's  receipt of the foregoing amount shall in no way impair each
           Borrower's  obligation  to pay any  additional  expenses  incurred by
           Lender in connection with the Original Loans. 

    3.25   Loan Fees . Lender  acknowledges  prior receipt of a loan origination
           fee  and,  on  behalf  of  Imperial  Credit  Capital,   LLC,  a  loan
           arrangement  fee in the aggregate  amount of Seven  Hundred  Thousand
           Dollars  ($700,000).  No  additional  loan  origination  fee or  loan
           arrangement fee shall be payable with respect to the Subsequent Loans
           (as defined in Section 11).

    3.26   Deferred   Maintenance  3.26  Deferred  Maintenance  .  All  deferred
           maintenance  listed on Schedule 3.26 attached  hereto and made a part
           hereof shall be completed on or before July 31, 1998.

    3.27   No  Additional  Debt.  No Borrower  shall,  without the prior written
           consent  of  Lender,  incur any  indebtedness  (whether  personal  or
           nonrecourse,   secured  or  unsecured)  other  than  customary  trade
           payables.
<PAGE>


    3.28   Single  Purpose  Entity/Separateness.  Each Borrower does not own and
           will not own any  asset or  property  other  than (i) the  applicable
           Project,  and (ii)  incidental  Personal  Property  necessary for the
           ownership or operation of the applicable Project.  Each Borrower will
           not engage in any business other than the  ownership,  management and
           operation of the  applicable  Project and such Borrower will continue
           to conduct and operate its business (i.e.,  renting its Project to On
           Stage  Theaters,  Inc. for the purpose of operating a dinner  theater
           live production show) as presently conducted and operated. Other than
           the  applicable  On Stage  Lease,  no  Borrower  will  enter into any
           contract or agreement with any Affiliated  Parties of Borrower except
           if such Affiliated  Parties have the requisite skills  therefor,  and
           then only upon terms and conditions that are  intrinsically  fair and
           substantially  similar  to  those  that  would  be  available  on  an
           arms-length  basis with third parties  other than any such party.  No
           Borrower  has made and will  not make any  loans or  advances  to any
           third party (including any Affiliated Parties), and shall not acquire
           obligations or securities of its Affiliated Parties. Each Borrower is
           and will remain  solvent,  and each  Borrower  will pay its debts and
           liabilities (including, as applicable,  shared personnel and overhead
           expenses) from its assets as the same shall become due. Each Borrower
           will maintain all of its books,  records,  financial  statements  and
           bank accounts separate from those of its Affiliated  Parties and each
           Borrower  will file its own tax  returns,  unless  such  Borrower  is
           included  within the  consolidated  tax returns of OSE. Each Borrower
           shall  maintain its books,  records,  resolutions  and  agreements as
           official  records.  Each Borrower will be, and at all times will hold
           itself out to the public as, a legal  entity  separate  and  distinct
           from ncluding any Affiliated  Parties of such Borrower) shall correct
           any known misunderstanding regarding its status as a separate entity,
           shall conduct  business in its own name, shall not identify itself or
           any of its  Affiliated  Parties  as a  division  or part of the other
           (except as  subsidiaries  of OSE) and shall  maintain  and  utilize a
           separate  telephone  number and separate  invoices  and checks.  Each
           Borrower will maintain  adequate  capital for the normal  obligations
           reasonably foreseeable in a business of its size and character and in
           light of its contemplated  business operations.  Neither any Borrower
           nor any Affiliated Parties of any Borrower will seek the dissolution,
           winding up, liquidation, consolidation or merger in whole or in part,
           of such  Borrower.  No Borrower  will  commingle  the funds and other
           assets of such Borrower with those of any  Affiliated  Parties or any
           other person.  Each Borrower has and will maintain its assets in such
           a manner  that it will  not be  costly  or  difficult  to  segregate,
           ascertain  or  identify  its  individual  assets  from  those  of any
           Affiliatd  Parties or any other  person.  Each  Borrower does not and
           will  not  hold  itself  out  to be  responsible  for  the  debts  or
           obligations of any other person.

    3.29   Changes in Laws Regarding Taxation.  If any law is enacted or adopted
           or  amended  after  the  date of this  Agreement  which  deducts  the
           outstanding  balance  of the  applicable  Loan  from the value of the
           applicable  Project for the  purpose of  taxation or which  imposes a
           tax, either directly or indirectly, on such Loan or Lender's interest
           in such  Project,  such Borrower will pay such tax, with interest and
           penalties thereon,  if any. In the event Lender is advised by counsel
           chosen by it that the payment of such tax or interest  and  penalties
           by a Borrower would be unlawful or taxable to Lender or unenforceable
           or provide the basis for a defense of usury,  then in any such event,
           Lender  shall have the  option,  by  written  notice of not less than
           ninety (90) days, to declare the applicable Loan  immediately due and
           payable.
<PAGE>


    3.30   ERISA.  Each  Borrower  covenants  and agrees  that  during the Term,
           unless Lender shall have  previously  consented in writing,  (a) such
           Borrower  will  take no  action  that  would  cause it to  become  an
           "employee benefit plan" as defined in 29 C.F.R.  Section  2510.3-101,
           or "assets of a  governmental  plan" subject to regulation  under the
           state  statutes,  and (b) such  Borrower  will not  sell,  assign  or
           transfer the applicable  Project,  or any portion thereof or interest
           therein,  to any  transferee  that does not  execute  and  deliver to
           Lender its written  assumption of the  obligations  of this covenant.
           Each  Borrower  further  covenants  and  agrees to  protect,  defend,
           indemnify and hold Lender  harmless from and against all loss,  cost,
           damage and expense (including without limitation, all attorneys' fees
           and excise taxes,  costs of correcting any prohibited  transaction or
           obtaining an appropriate exemption) that Lender may incur as a result
           of  such  Borrower's  breach  of this  covenant.  This  covenant  and
           indemnity shall survive the extinguishment of the lien of the Deed of
           Trust  or  Mortgage  by   foreclosure  or  action  in  lieu  thereof;
           furthermore,  the foregoing indemnity shall supersede any limitations
           on such Borrower's liability under any of the Loan Documents.

    3.31   No Dividends. No Borrower shall make distributions,  pay dividends or
           repay loans to an Affiliated  Party at any time when the Debt Service
           Coverage Ratio is less than 2.0:1.

    3.32   Lease Option Exercise. If the Loans have not theretofore been paid in
           full, Wild Bills California,  Inc. and On Stage Theaters North Myrtle
           Beach,  Inc.  shall  exercise  the  option to extend  the term of the
           California Lease and the Myrtle Beach Lease,  respectively,  at least
           180 days prior to the last date such option may be exercised pursuant
           to the California  Lease and the Myrtle Beach Lease and shall provide
           Lender with a copy of such exercise notice. If either of such options
           has not been  exercised by the date so specified as to it, Lender may
           exercise  such option to extend in the name of the then lessee  under
           the California Lease and the Myrtle Beach Lease, respectively.

    3.33   On Stage Leases.  Concurrently with or prior to the execution of this
           Agreement, each Borrower shall enter into the On Stage Lease for such
           Borrower's  Project  having a triple net rent of at least 150% of the
           monthly  payments due under the Loan relating to applicable  Projects
           and shall not amend,  modify or terminate such Lease without Lender's
           prior  written  consent,  which may be withheld in Lender's  sole and
           absolute discretion.

    3.34   Relocation of Drainage Easement.  King Henry's,  Inc. shall cooperate
           with  First  American  Title  Insurance  Company  in  relocating  the
           drainage   easement   in  favor   of  the   Florida   Department   of
           Transportation  described  in  Book  131,  Page  313 of the  Official
           Records  of  Orange  County,  Florida  to a  location  not  under any
           buildings,  and shall  use its best  efforts  to have  such  easement
           relocated on or before September 30, 1998.

    4.     REPRESENTATIONS  AND  WARRANTIES.  To induce  Lender to execute  this
           Agreement and perform the obligations of Lender hereunder,  Borrowers
           jointly  and  severally  hereby  represent  and  warrant to Lender as
           follows:

    4.1    Organization. Each Borrower is duly organized and in good standing as
           a corporation under the laws of the State of Nevada.

    4.2    Title. On the Loan Opening Date and thereafter, each Borrower had and
           will  continue to have (with  respect to the Original  Loans) or will
           have (with respect to the Additional Loans) good and marketable title
           to the Land on which such  Borrower's  Project is located  (or in the
           case of the Wild Bills Real Property, a valid leasehold interest) and
           fee simple title to the  Improvements,  subject only to the Permitted
           Exceptions.
<PAGE>


    4.3    No  Litigation.  Except for claims fully covered by insurance,  where
           the  insurance  company is defending  such claims and such defense is
           not being  provided  under a  reservation  of  rights,  and except as
           disclosed in writing to Lender prior to the date hereof,  there is no
           pending litigation (i.e., litigation which has been filed and served)
           or  unsatisfied   judgment  entered  of  record,   or  to  Borrowers'
           knowledge,   any  filed  but  unserved   litigation   or   threatened
           litigation,  against  Borrowers  or any  Project.  No  litigation  or
           proceedings  are pending or to Borrowers'  knowledge are  threatened,
           against any  Affiliated  Party (i) which might affect the validity or
           priority  of the lien of the Deed of Trust or  Mortgage,  (ii)  which
           might affect the ability of any Borrower or any Indemnitor to perform
           their respective  obligations  pursuant to and as contemplated by the
           terms and provisions of this Agreement and the other Loan  Documents,
           or (iii) which could  materially  affect the  operations or financial
           condition of any Project, Borrower, or any Affiliated Party.

    4.4    No Breach.  No Borrower is in breach of any  obligation,  nor has any
           breach of any obligation of any Borrower been alleged (i) which might
           affect the  validity  or priority of the lien of the Deed of Trust or
           Mortgage,  (ii) which might affect the ability of any Borrower or any
           Indemnitor to perform their respective obligations pursuant to and as
           contemplated  by the terms and  provisions of this  Agreement and the
           other Loan  Documents,  or (iii)  which could  materially  affect the
           operations or financial  condition of any Project,  Borrower,  or any
           Affiliated Party.

    4.5    Due  Authorization.  The execution and delivery of the Loan Documents
           and all other documents executed or delivered by or on behalf of each
           Borrower  and  pertaining  to the Loan have been duly  authorized  or
           approved by such  Borrower and when  executed  and  delivered by such
           Borrower  or when caused to be executed  and  delivered  on behalf of
           such  Borrower,   will  constitute  the  legal,   valid  and  binding
           obligations  of such Borrower,  enforceable in accordance  with their
           respective  terms  except as limited by  bankruptcy,  insolvency,  or
           other laws of general  application  relating  to the  enforcement  of
           creditor's  rights,  and the payment or  performance  thereof will be
           subject  to no  offsets,  claims  or  defenses  of any kind or nature
           whatsoever.

    4.6    Breach of Laws or Agreements. The execution, delivery and performance
           of this Agreement and the other Loan  Documents have not  constituted
           (and  will not,  upon the  giving of notice or lapse of time or both,
           constitute)  a breach or default  under any other  agreement to which
           any Borrower or Indemnitor is a party or may be bound or affected, or
           a  violation  of any Law  which  may  affect  any  Project,  any part
           thereof,  any interest  therein,  or the use  thereof.  No notice to,
           approval or consent from any party is required in connection with the
           execution and delivery by any Borrower or any  Indemnitor of the Loan
           Documents or in connection  with the  performance or  consummation of
           any of the transactions  contemplated  thereby, or if required,  such
           consent or approval has been obtained.

    4.7    Leases.  Neither any Borrower or its  respective  agents have entered
           into any leases or other  arrangements  for occupancy of space within
           the applicable  Project,  except for the On Stage Leases for the Fort
           Liberty,  King  Henry's  and Wild Bills  California  Properties,  the
           Myrtle Beach  Sublease and the Fort  Liberty  Tenant  Leases shown on
           Exhibit D. The On Stage Leases for the Fort Liberty, King Henry's and
           Wild Bills California Properties,  the Myrtle Beach Sublease and each
           lease listed on Exhibit D are in full force and effect,  and there is
           no default,  breach or  violation  existing  thereunder  by any party
           thereto and no event has occurred  that,  with the passage of time or
           the giving of notice,  or both, would  constitute a default,  breach,
           violation by and party thereunder.

    4.8    Condemnation. (i) No condemnation of any portion of any Project, (ii)
           no condemnation  or relocation of any roadways  abutting any Project,
           and (iii) no denial of access to any Project from any point of access
           to such Project, has commenced or, to such Borrower's  knowledge,  is
           contemplated by any Governmental Authority.
<PAGE>


    4.9    Condition of  Improvements.  Except as disclosed to Lender in writing
           prior to the date of this Agreement,  to each  Borrower's  knowledge,
           the  foundations and structure of such  Borrower's  Improvements  are
           structurally  sound and the various  mechanical systems have adequate
           capacities and are in good working condition.  Such Improvements were
           built  in   substantial   compliance   with   applicable   plans  and
           specifications furnished to the Lender's engineering consultant,  and
           such Improvements are in full compliance with all applicable Building
           Laws. Certificates of occupancy with respect to such Improvements and
           each  portion  thereof,  and  any  other  certificates  which  may be
           required to evidence  compliance  with building codes and permits and
           approval  for full  occupancy  and use of such  Improvements  and all
           installations   therein   have  been   issued   by  all   appropriate
           authorities.  Each  Borrower  has no  knowledge  of required  capital
           expenditures or deferred  maintenance  other than those that would be
           normally expected for a building of similar age and type. No Borrower
           has  received  any notice of violation at any Project of any Building
           Law.

    4.10   Mechanic's Liens. No mechanic's liens claims are currently pending or
           to  any  Borrower's   knowledge  threatened  against  any  Borrower's
           Project.

    4.11   Information  Correct. All financial statements furnished to Lender by
           any Borrower or any  Affiliated  Party fairly  present the  financial
           condition  of such  Persons and were  prepared in  accordance  with a
           method of preparation approved by Lender,  consistently  applied, and
           all other  information  previously  furnished  by any Borrower or any
           Affiliated  Party  to  Lender  in  connection  with  the  Loan or the
           financial capacity of Borrowers and/or Indemnitor are true,  complete
           and correct in all respects  except as otherwise  disclosed to Lender
           in writing and do not fail to state any  material  fact  necessary to
           make the  statements  made not  misleading.  Neither any Borrower nor
           Indemnitor has misstated or failed to disclose to Lender any material
           fact relating to: (i) the condition, use or operation of any Project,
           (ii) the status or any  material  condition of any tenant or lease at
           any Project known to it, (iii) any Borrower, (iv) Indemnitor;  or (v)
           the litigation  disclosure  provided by any Borrower and  Indemnitor,
           except as  disclosed  in writing to Lender  prior to the date hereof.
           All  projections  of economic  performance  of the Projects have been
           prepared by Borrowers based on information believed accurate from the
           current owners of such Projects and are not intentionally misleading.

    4.12   Solvency.  Neither  any  Borrower  nor  Indemnitor  is (a)  currently
           insolvent on a balance sheet basis,  or (b)  currently  unable to pay
           its  debts  as they  come  due;  and no  bankruptcy  or  receivership
           proceedings are contemplated or pending as to either of them.

    4.13   Zoning.  The use of each Project  (including  contemplated  accessory
           uses) does not violate (i) any Law  (including  subdivision,  zoning,
           building,  environmental protection and wetlands protection Laws), or
           (ii) any codes, covenants or restrictions of record, or any agreement
           affecting  such  Project or any part  thereof.  Without  limiting the
           generality of the foregoing,  all consents,  licenses and permits and
           all other  authorizations or approvals  (collectively,  "Governmental
           Approvals")  required  for the  operation of such Project as a dinner
           theater-live  production  show (and the  balance of the Fort  Liberty
           Project as a retail center) (collectively,  the "Licenses") have been
           obtained  and  are  in  full  force  and  effect  (including  without
           limitation any applicable liquor license.

    4.14   Utilities.  Each  Project  has  adequate  water,  gas and  electrical
           supply, storm and sanitary sewerage facilities, other required public
           utilities,  fire and  police  protection,  and  means of  appropriate
           access between such Project and public highways.

    4.15   Brokerage  Fees.  Except as  previously  disclosed  and  agreed to by
           Lender in writing,  and/or to Imperial Capital, LLC no brokerage fees
           or  commissions  are payable by or to any person in  connection  with
           this Agreement or any Loan to be disbursed hereunder.

    4.16   Encroachments.  Except as  disclosed  in any  Survey,  no building or
           other  improvement in any Project  encroaches upon any building line,
           setback line, side yard line, or any recorded or visible easement (or
           other easement of which any Borrower has knowledge of with respect to
           such Project) and no neighboring  buildings or improvements  encroach
           upon the Land related to such Project.
<PAGE>


    4.17   Separate  Parcel.  Each Project's  Real Property is taxed  separately
           without  regard to any other  property and for all purposes such Real
           Property may be mortgaged,  conveyed,  and otherwise dealt with as an
           independent parcel.

    4.18   No  Default.  No  Default  or Event of Default  has  occurred  and is
           continuing.

    4.19   FIRPTA.  No  Borrower  is a "foreign  person"  within the  meaning of
           Sections 1445 or 7701 of the Internal Revenue Code.

    4.20   RICO. No Borrower has been charged with nor, to its knowledge,  is it
           under   investigation  for,  possible  violations  of  the  Racketeer
           Influenced  and Corrupt  Organizations  Act ("RICO"),  the Continuing
           Criminal  Enterprise  Act ("CCE"),  the  Controlled  Substance Act of
           1978, or similar laws providing for the possible forfeiture of any of
           its respective assets or properties.

    4.21   No Casualty. No part of any Project has been damaged by fire or other
           casualty except as disclosed in writing to Lender.

    4.22   Liabilities.  No Borrower has  liability,  contingent  or  otherwise,
           which  is not  disclosed  in the  financial  statements  provided  to
           Lender.

    4.23   Truth of Recitals.  All statements set forth in the Recitals are true
           and correct.

    4.24   No Breach.  Neither the execution and delivery of the Loan Documents,
           each Borrower's performance thereunder, the recordation of any of the
           Mortgages  or Deed of Trust,  nor the  exercise  of any  remedies  by
           Lender,  will  adversely  affect  any  Borrower's  rights  under  any
           franchise agreement or any leases.

    4.25   Liquor License.  A validly issued liquor license is in effect for the
           each Project's operations, allowing on-site consumption of all lawful
           alcoholic  beverages.  Each license is in the name of the  applicable
           Borrower (or leased by the applicable  Borrower from the former owner
           of the  Projects)  and all required fees have been paid in connection
           therewith.

    4.26   California Ground Lease.

    4.26.1 The California Lease or a memorandum  thereof has been duly recorded,
           the  California  Lease  permits  the  interest  of the ground  lessee
           thereunder to be  encumbered by the Deed of Trust,  and there has not
           been a material change in the terms of the California Lease since its
           recordation.

    4.26.2 Except for the Permitted  Exceptions,  Wild Bills California,  Inc.'s
           interest  in the  California  Lease is not  subject  to any  liens or
           encumbrances  superior  to, or of equal  priority  with,  the Deed of
           Trust.

    4.26.3 Wild Bills  California,  Inc.'s  interest in the California  Lease is
           assignable  to Lender  upon  notice to, but  without  the consent of,
           Ground  Lessor  (or,  if any such  consent is  required,  it has been
           obtained on or prior to the date hereof) and it is further assignable
           by Lender and its  successors and assigns upon notice to, but without
           a need to obtain the consent of, Ground Lessor.

    4.26.4 The  California  Lease is in full force and effect and no default has
           occurred  under the  California  Lease and no event has  occurred and
           there is no existing  condition which, but for the passage of time or
           the giving of notice,  would  result in a default  under the terms of
           the California Lease.
<PAGE>


    4.26.5 The  California  Lease  requires  Ground Lessor to give notice of any
           default  by Wild  Bills  California,  Inc.  to any  holder  of a lien
           against or an assignment of the California Lease, notice of which has
           been served upon the lessor (each such party being referred to herein
           as a "Leasehold  Mortgagee");  or the California  Lease provides that
           notice  of  termination  given  under  the  California  Lease  is not
           effective against any Leasehold Mortgagee unless a copy of the notice
           has  been  delivered  to  such  Leasehold  Mortgagee  in  the  manner
           described in the California Lease.

    4.26.6 The  California  Lease permits a Leasehold  Mortgagee an  opportunity
           (including,  where  necessary,  sufficient time to gain possession of
           the  interest of Wild Bills  California,  Inc.  under the  California
           Lease) to cure any  default  under  the  California  Lease,  which is
           curable after the receipt of notice of any the default  before Ground
           Lessor may  terminate the  California  Lease.  4.26.7 The  California
           Lease has a term which, with options to renew,  extends not less than
           10 years beyond the Maturity Date.

    4.26.8 The California Lease requires Ground Lessor to enter into a new lease
           with a Leasehold  Mortgagee upon  termination of the California Lease
           for any reason,  including  rejection  of the  California  Lease in a
           bankruptcy proceeding.

    4.26.9 Under  the  terms of the  California  Lease  any  insurance  proceeds
           related  to Wild Bills  California,  Inc.'s  Project  will be applied
           either to the repair or  restoration  of all or part of such Project,
           or to  the  payment  of  the  outstanding  principal  balance  of the
           applicable Loan together with any accrued interest thereon.

   4.26.10 The  California  Lease does not impose any material  restrictions  on
           subletting of portions of Wild Bills California, Inc.'s Improvements.


    5.     CASUALTY AND CONDEMNATION.

    5.1    Borrower's  Obligation to Restore. If any Project shall be damaged or
           destroyed,  in  whole  or in  part,  by fire  or  other  casualty  (a
           "Casualty"),  the relevant  Borrower shall give prompt notice thereof
           to Lender.  Following the  occurrence of a Casualty,  such  Borrower,
           regardless  of  whether  insurance  proceeds  are  available,   shall
           promptly proceed to restore,  repair,  replace or rebuild the same to
           be of at least equal value and of substantially the same character as
           prior to such damage or destruction, all to be effected in accordance
           with  applicable  law.  The  expenses   incurred  by  Lender  in  the
           adjustment and collection of insurance  proceeds shall become part of
           the amounts owing in connection with the respective Loan and shall be
           secured by the Deed of Trust or Mortgage and shall be  reimbursed  to
           Lender upon demand.

    5.2    Insured  Losses;  Condemnation  Proceeds.  In case of loss or damages
           covered by any of the  Policies  or a  condemnation  or taking  under
           power of eminent domain of any portion of or interest in the Project,
           the following provisions shall apply:

    5.2.1  In the event of a Casualty or  condemnation  proceeding that does not
           exceed twenty-five  percent (25%) of the original principal amount of
           the Note signed by Wild Bills California,  Inc., twenty percent (20%)
           of the  original  principal  amount  of the  Notes  signed  by  other
           Borrowers,  the  applicable  Borrower may settle and adjust any claim
           without the consent of Lender and agree with the insurance company or
           companies on the amount to be paid upon the loss;  provided that such
           adjustment is carried out in a competent and timely  manner.  In such
           case,  such Borrower is hereby  authorized to collect and receipt for
           any such condemnation or insurance proceeds.

    5.2.2  In the event a  Casualty  or  condemnation  proceeding  shall  exceed
           twenty-five  percent  (25%) of the original  principal  amount of the
           Note signed by Wild Bills  California,  Inc., twenty percent (20%) of
           the original principal amount of the Notes signed by other Borrowers,
           then and in that  event,  Lender  may  settle  and  adjust  any claim
           without the  consent of the  applicable  Borrower  and agree with the
           insurance  company or  companies on the amount to be paid on the loss
           and the proceeds of any such policy  shall be due and payable  solely
           to Lender and held in escrow by Lender in  accordance  with the terms
           of this Agreement.
<PAGE>


    5.2.3  In the event of a Casualty or condemnation  proceeding where the loss
           is in an aggregate  amount less than  thirty-three  and one-third (33
           1/3%) of the  original  principal  balance of the Note signed by Wild
           Bills California,  Inc. and twenty-five percent (25%) of the original
           principal  balance  of the other  Notes,  and if,  in the  reasonable
           judgment of Lender, the applicable Project can be restored within six
           (6) months and prior to maturity of such Note to an economic unit not
           less  valuable   (including  an  assessment  of  the  impact  of  the
           termination of any Leases due to such Casualty or  condemnation)  and
           not  less  useful  than  the  same  was  prior  to  the  Casualty  or
           condemnation,  and after such restoration will adequately  secure the
           outstanding  balance of the  applicable  Loan,  and if the applicable
           Borrower  has  deposited  with  Lender  in an  amount  equal  to  the
           difference  between  the total  cost of  restoration/rebuild  and net
           dollar  proceeds  actually  received  by  Lender,  and if no Event of
           Default (as  hereinafter  defined)  shall have  occurred  and be then
           continuing,   the  proceeds  (after  reimbursement  of  any  expenses
           incurred by Lender and after  application  of any funds  deposited by
           such  Borrower  with  Lender)  shall  be  applied  to  reimburse  the
           applicable Borrower for the cost of restoring,  repairing,  replacing
           or rebuilding  such Project or part thereof  subject to the Casualty,
           in the manner set forth below.  Each  Borrower  hereby  covenants and
           agrees to  commence  and  diligently  to  prosecute  such  restoring,
           repairing,  replacing  or  rebuilding;  provided  always,  that  such
           Borrower  shall  pay all  costs  (and if  required  by  Lender,  such
           Borrower shall deposit the total thereof with Lender in advance),  as
           estimated  by  Lender,  of  completing  such   restoration,   repair,
           replacement  or  rebuilding  in  excess  of  the  net  proceeds  made
           available pursuant to the terms hereof.

    5.2.4  Except as provided  above or in Section 3.6,  the proceeds  collected
           upon any Casualty or  condemnation  shall, at the option of Lender in
           its sole discretion, be applied to the payment of the applicable Loan
           or applied to  reimburse  such  Borrower  for the cost of  restoring,
           repairing,  replacing  or  rebuilding  such  Project or part  thereof
           subject  to the  Casualty  or  condemnation,  in the manner set forth
           below. Any such application to the relevant Loan shall be without any
           prepayment  consideration  except that if an Event of Default,  or an
           event which with notice  and/or the passage of time would  constitute
           an Event of Default, has occurred then the such Borrower shall pay to
           Lender any prepayment  penalty provided for in the relevant Note. Any
           such  application  to the relevant Loan shall (A) be applied to those
           payments of principal and interest last due under such Note but shall
           not postpone any payments  otherwise  required  pursuant to such Note
           other  than such  last due  payments  and (B)  cause  such Note to be
           re-amortized in accordance with its terms and conditions.

    5.2.5  In the event a Borrower is entitled to reimbursement out of insurance
           or  condemnation  proceeds  held by Lender,  such  proceeds  shall be
           disbursed  from time to time upon  Lender  being  furnished  with (i)
           evidence  satisfactory  to it of the estimated  cost of completion of
           the restoration,  repair, replacement and rebuilding,  (ii) funds or,
           at Lender's option, assurances satisfactory to Lender that such funds
           are   available,   sufficient   in  addition  to  the   insurance  or
           condemnation proceeds to complete the proposed  restoration,  repair,
           replacement and rebuilding,  and (iii) such architect's certificates,
           waivers  of lien,  contractor's  sworn  statements,  title  insurance
           endorsements,  bonds,  plats of survey  and such other  evidences  of
           cost,  payment and  performance as Lender may reasonably  require and
           approve.  Lender  may,  in any  event,  require  that all  plans  and
           specifications   for  such  restoration,   repair,   replacement  and
           rebuilding   be   submitted  to  and  approved  by  Lender  prior  to
           commencement  of work. No payment made prior to the final  completion
           of the restoration,  repair,  replacement and rebuilding shall exceed
           ninety  percent (90%) of the value of the work performed from time to
           time; funds other than proceeds of insurance or condemnation shall be
           disbursed prior to  disbursement of such proceeds;  and at all times,
           the  undisbursed  balance of such proceeds  remaining in the hands of
           Lender, together with funds deposited for that purpose or irrevocably
           committed  to the  satisfaction  of  Lender  by or on  behalf of such
           Borrower  for  that  purpose,  shall be at  least  sufficient  in the
           reasonable  judgment of Lender to pay for the cost of  completion  of
           the restoration, repair, replacement or rebuilding, free and clear of
           all liens or claims  for lien.  Any  surplus  which may remain out of
           insurance or  condemnation  proceeds  held by Lender after payment of
           such costs of restoration, repair, replacement or rebuilding shall be
           paid to any party entitled thereto.
<PAGE>


    6.     ASSIGNMENTS.

    6.1    Lender's  Right to Assign 6.1 Lender's Right to Assign . Lender shall
           have the  right to  assign,  transfer,  sell,  negotiate,  pledge  or
           otherwise  hypothecate  this  Agreement  and  any of its  rights  and
           security hereunder,  including any Note, Deed of Trust, Mortgage, and
           any other Loan Documents, provided Lender shall not assign any of the
           Notes,  Deed of Trust,  Mortgage or other Loan Documents to an entity
           known to Lender to be in the  on-stage  entertainment  business  (but
           such proviso  shall not apply to any  participation  or assignment of
           part of any such Loan).  Each Borrower  hereby agrees that all of the
           rights and  remedies  of Lender in  connection  with the  interest so
           assigned  shall be  enforceable  against a Borrower by such  assignee
           with the same  force and  effect  and to the same  extent as the same
           would have been enforceable by Lender but for such  assignment.  Each
           Borrower   agrees   that   Lender   shall  have  the  right  to  sell
           participations  in the  applicable  Loan or to include such Note in a
           securitized  pool  of  indebtedness   without  the  consent  of  such
           Borrower.

    6.2    Transfer or Encumbrance of the Project.

    6.2.1  Prohibition on Transfer or  Encumbrance.  Each Borrower  acknowledges
           that  Lender  has  examined  and relied on the  creditworthiness  and
           experience of such Borrower in owning and operating  properties  such
           as the  applicable  Project in agreeing  to make such Loan,  and that
           Lender will  continue to rely on such  Borrower's  ownership  of such
           Project  as a means  of  maintaining  the  value of such  Project  as
           security for repayment of such Loan. Each Borrower  acknowledges that
           Lender has a valid interest in maintaining  the value of such Project
           so as to ensure that,  should such Borrower  default in the repayment
           of the such  Loan,  Lender  can  recover  such  Loan by a sale of the
           relevant  Project.  No  Borrower  shall,  without  the prior  written
           consent  of  Lender,  sell,  assign,  convey,   alienate,   mortgage,
           encumber,  pledge or otherwise  transfer any Project,  the California
           Lease,  the Myrtle Beach Lease, the Myrtle Beach Sublease or any part
           or  component  of any of them,  or permit any  Project or any part or
           component  thereof  to  be  sold,  conveyed,  alienated,   mortgaged,
           encumbered,  pledged or otherwise  transferred  (or, in the case of a
           leasehold interest,  permit the relevant lease to expire or otherwise
           terminate).  No assignment,  sale,  conveyance or other transfer of a
           Project,  the California  Lease,  the Myrtle Beach Lease,  the Myrtle
           Beach  Sublease or any  portion or  component  of any of them,  shall
           release any Borrower from its obligations under the Loan Documents.
<PAGE>

    6.2.2  Transfer  Defined.   A  sale,   conveyance,   alienation,   mortgage,
           encumbrance,  pledge or transfer  within the meaning of this  Section
           6.2 shall be deemed to include  (i) an  installment  sales  agreement
           wherein a Borrower agrees to sell a Project or any part thereof for a
           price to be paid in  installments;  (ii) an  agreement  by Wild Bills
           California, Inc. to subordinate its interest in the California Lease,
           except to the  Permitted  Exceptions,  (iii) an agreement by On Stage
           Theaters North Myrtle Beach,  Inc. to subordinate its interest in the
           Myrtle Beach Lease, except to the Permitted  Exceptions,  (iv) except
           for the relevant On Stage Lease,  an agreement by a Borrower  leasing
           all or a  substantial  part of any  Project  for  other  than  actual
           occupancy by a space tenant thereunder or a sale, assignment or other
           transfer  of, or the grant of a security  interest  in, a  Borrower's
           right, title and interest in and to any ground lease or any leases or
           rents at such Project;  (v) if a Borrower or any member of a Borrower
           is a corporation,  the voluntary or involuntary  sale,  conveyance or
           transfer of such corporation's stock (or the stock of any corporation
           directly or indirectly  controlling  such corporation by operation of
           law or  otherwise) or the creation or issuance of new stock in one or
           a series of  transactions  by which an  aggregate of more than 10% of
           such  corporation's  stock  shall be vested in a party or parties who
           are  not  now  stockholders  or any  change  in the  control  of such
           corporation;  (vi) if a Borrower  or any  member of a  Borrower  is a
           limited or general  partnership,  joint venture or limited  liability
           company,  the change,  removal,  resignation or addition of a general
           partner,  managing partner, limited partner, joint venturer or member
           or the transfer of the partnership  interest of any general  partner,
           managing  partner or limited  partner or the transfer of the interest
           of any joint venturer or member; and (vii) any pledge, hypothecation,
           assignment,  transfer or other encumbrance of any ownership  interest
           in a Borrower. 6.2.3 No Showing of Impairment Required.  Lender shall
           not be required to demonstrate any actual  impairment of its security
           or any increased risk of default hereunder in order to declare a Loan
           immediately  due and payable  upon the  applicable  Borrower's  sale,
           conveyance,  alienation, mortgage, encumbrance, pledge or transfer of
           such  Project,  the  California  Lease or Myrtle Beach Lease  without
           Lender's   consent.   This  provision  shall  apply  to  every  sale,
           conveyance,  alienation, mortgage, encumbrance, pledge or transfer of
           a Project,  the California  Lease or Myrtle Beach Lease regardless of
           whether  voluntary or not, or whether or not Lender has  consented to
           any previous sale,  conveyance,  alienation,  mortgage,  encumbrance,
           pledge or  transfer  of such  Project,  the  California  Lease or the
           Myrtle Beach Lease.

    6.2.4  No  Waiver.  Lender's  consent to one sale,  conveyance,  alienation,
           mortgage,   encumbrance,   pledge  or  transfer  of  a  Project,  the
           California Lease, the Myrtle Beach Lease or the Myrtle Beach Sublease
           shall not be deemed to be a waiver of Lender's  right to require such
           consent  to any  future  occurrence  of same.  Any sale,  conveyance,
           alienation, mortgage, encumbrance, pledge or transfer of the Project,
           the  California  Lease,  the Myrtle  Beach Lease or the Myrtle  Beach
           Sublease made in  contravention  of this paragraph  shall be null and
           void and of no force and effect.

    6.2.5  Reimbursement of Lender's Expenses.  Each Borrower agrees to bear and
           shall pay or reimburse  Lender on demand for all reasonable  expenses
           (including,  without  limitation,   reasonable  attorneys'  fees  and
           disbursements,  title  search costs and title  insurance  endorsement
           premiums) incurred by Lender in connection with the review,  approval
           and documentation of any such sale, conveyance, alienation, mortgage,
           encumbrance, pledge or transfer.

    6.3    Successors  and Assigns . Subject to the  foregoing  restrictions  on
           transfer and  assignment  contained in this Article 6, this Agreement
           shall  inure to the  benefit of and shall be  binding on the  parties
           hereto and their respective successors and assigns.

    7.     EVENTS OF DEFAULT.

    7.1    The occurrence of any one or more of the following  shall  constitute
           an "Event of Default," as such term is used herein:

           (a) If any Borrower  fails to pay principal or interest  under a Note
               and such failure  shall  continue for ten (10) days after the due
               date  therefor,  without any  requirement  to give such  Borrower
               notice of such failure;
<PAGE>

           (b) If any Borrower  defaults in the  performance of any of its other
               covenants,   agreements  and  obligations  under  this  Agreement
               involving  the payment of money and such failure  shall  continue
               for ten (10)  days  after  the due  date  therefor,  without  and
               requirement to give such Borrower notice of such failure;

           (c) If  any  Borrower  defaults  in  the  performance  of  any of its
               non-monetary  covenants,  agreements and  obligations  under this
               Agreement and fails to cure such default  within thirty (30) days
               after written notice thereof from Lender; provided, however, that
               if such  default  can not be cured  within  such  thirty (30) day
               period but is reasonably  susceptible  of cure within thirty (30)
               days after the end of such thirty  (30) day period,  then so long
               as such Borrower promptly commences cure following notice of such
               default from Lender and thereafter  diligently  and  continuously
               pursues  such  cure to  completion,  the  cure  period  shall  be
               extended for an  additional  thirty (30) days,  within which such
               Borrower may complete such cure;

           (d) If at any time or times hereafter any  representation or warranty
               (including the  representations and warranties of any Borrower or
               Indemnitor  set forth in any Loan  Document),  or any  statement,
               report or  certificate  furnished to Lender in connection  with a
               Loan which was certified by a Borrower is not true and correct in
               any material respect as of the time when made;

           (e) If any  petition  is  filed by or  against  any  Borrower  or any
               Affiliated Party under the Federal Bankruptcy Code or any similar
               state or federal Law, whether now or hereafter  existing (and, in
               the case of involuntary proceedings, failure to cause the same to
               be  vacated,  stayed or set aside  within  ninety (90) days after
               filing);

           (f) If any assignment, pledge, encumbrance,  transfer,  hypothecation
               or other  disposition is made in violation of Section 6.2 of this
               Agreement;

           (g) If any  Borrower  or  Indemnitor  shall  fail to pay any  debt in
               excess of $20,000 owed by it or is in default under any agreement
               with  Lender  and such  failure or  default  continues  after any
               applicable  grace period specified in the instrument or agreement
               relating thereto;

           (h) If Wild Bill's  California,  Inc.  materially  defaults under the
               California  Lease or if the California Lease ceases to be in full
               force and effect;

           (i) If On Stage Theaters North Myrtle Beach, Inc. materially defaults
               under the Myrtle Beach Lease, or if the Myrtle Beach Lease ceases
               to be in full force and effect;

           (j) If a default occurs under any of the Loan Documents and continues
               beyond the applicable grace period, if any, contained therein;

           (k) If any Borrower  ceases to carry on its business  (i.e.,  renting
               its  Project  to On  Stage  Theaters,  Inc.  for the  purpose  of
               operating a dinner  theater  live  production  show) as presently
               conducted  (other than during  periods of repair of casualty loss
               or reconfiguration due to condemnation);

           (l) Any  Project  has a fair  market  value as shown by an  Appraisal
               (which for the  purpose of this item (l) shall  include the going
               concern  value of the business  conducted  by On Stage  Theaters,
               Inc.)  less  than  1.25  times  the  principal   balance  of  the
               applicable  Loan at any  time,  and the  Borrower  fails to post,
               within thirty (30) days after Lender notifies any Borrower or OSE
               of  such  shortfall  in  value,  additional  collateral  that  is
               satisfactory  to Lender in all  respects  and the value of which,
               when added to the value of such  Project,  will be  sufficient in
               Lender's  judgment  to equal or exceed  1.25 times the  principal
               balance of such Loan.
<PAGE>


           (m) If the Debt Service  Coverage  Ratio is less than or equal to the
               following ratios:

               Calendar Quarter Ending Date          Debt Service Coverage Ratio

              June 30, 1998                                      1.50:1
              September 30, 1998                                 1.50:1
              December 31, 1998                                  1.75:1
              March 31, 1999                                     1.75:1
              June 30, 1999 and all
                subsequent quarters                              2.00:1

           (n) If there is a  material  default  by OSE  past any  express  cure
               period under the Warrant Agreement.

    8.     REMEDIES.

    8.1    Remedies  Conferred Upon Lender 8.1 Remedies  Conferred Upon Lender .
           Upon  the  occurrence  of any  Event  of  Default  and  until  Lender
           commences any remedy (including those described in Subparagraphs (a),
           (b) or  (c)  below),  Lender  shall  have  the  right  (but  not  the
           obligation)  to  pursue  any one or more  of the  following  remedies
           concurrently  or  successively,  it being the intent  hereof that all
           such remedies shall be cumulative and that no such remedy shall be to
           the exclusion of any other:

           (a) Declare all Notes to be immediately due and payable;

           (b) Use and apply any monies  deposited by a Borrower  with Lender or
               any monies in which  Lender has a  security  interest,  including
               amounts in the  Impound  Account,  regardless  of the purpose for
               which  the same was  deposited,  to cure any such  default  or to
               apply on account of any  indebtedness  under this Agreement which
               is due and owing to Lender; and

           (c) Exercise or pursue any other right or remedy permitted under this
               Agreement or any of the Loan  Documents or conferred  upon Lender
               by operation of Law.

           Lender  shall  accept  complete  cure of any Event of Default if such
           complete cure is accomplished  prior to Lender  commencing any remedy
           (including  without  limitation  any  of the  non-exclusive  remedies
           described above).

    8.2    Non-Waiver of Remedies 8.2  Non-Waiver of Remedies . No waiver of any
           breach or default  hereunder  shall  constitute  or be construed as a
           waiver by Lender of any subsequent breach or default or of any breach
           or default of any other provision of this Agreement.

    8.3    Cash  Collateral  Account  8.3  Cash  Collateral  Account  . Upon the
           occurrence  of an Event of Default,  the  defaulting  Borrower  shall
           deposit all revenues  from the  operation of the  applicable  Project
           (including  all   businesses   conducted  by  such  Borrower  or  any
           Affiliated  Party  therein)  into an account in the name of Lender or
           such  Borrower  (as  elected by Lender)  and pledged to Lender in the
           manner  required by Lender as additional  security for the applicable
           Loan ("Cash  Collateral  Account").  Lender shall not pay interest on
           any amounts held on deposit in the Cash  Collateral  Account,  unless
           required to do so under  applicable  law. Such Borrower shall execute
           such documents as Lender, in its sole discretion,  deems necessary to
           perfect its interest in the Cash Collateral Account.

    9.     ENVIRONMENTAL PROVISIONS.
<PAGE>


    9.1    Hazardous Substances. Each Borrower hereby represents and warrants to
           Lender that, to such Borrower's knowledge: (a) the Borrower's Project
           is not in direct or indirect violation of any local,  state,  federal
           or other governmental  authority,  statute,  ordinance,  code, order,
           decree,  law, rule or regulation  pertaining to or imposing liability
           or  standards  of  conduct   concerning   environmental   regulation,
           contamination  or  clean-up  including,   without   limitation,   the
           Comprehensive Environmental Response, Compensation and Liability Act,
           as amended ("CERCLA"), the Resource Conservation and Recovery Act, as
           amended ("RCRA"), the Emergency Planning and Community  Right-to-Know
           Act of 1986, as amended, the Hazardous Substances Transportation Act,
           as amended, the Solid Waste Disposal Act, as amended, the Clean Water
           Act, as amended,  the Clean Air Act, as amended,  the Toxic Substance
           Control Act, as amended, the Safe Drinking Water Act, as amended, the
           Occupational Safety and Health Act, as amended,  any state super-lien
           and environmental  clean-up  statutes and all regulations  adopted in
           respect to the foregoing laws (collectively,  "Environmental  Laws");
           (b) such Project is not subject to any private or  governmental  lien
           or   judicial  or   administrative   notice  or  action  or  inquiry,
           investigation or claim relating to hazardous and/or toxic,  dangerous
           and/or regulated,  substances, wastes, materials, raw materials which
           include hazardous constituents,  pollutants or contaminants including
           without limitation, petroleum, tremolite, anthlophylie, actinolite or
           polychlorinated biphenyls and any other substances or materials which
           are included  under or regulated by  Environmental  Laws or which are
           considered by scientific  opinion to be otherwise  dangerous in terms
           of the health, safety and welfare of humans (collectively, "Hazardous
           Substances");  (c) except for lawfully  used  cleaning  fluids and/or
           copier toner or other substances typically used in offices or non-dry
           cleaning retail establishments ("Permitted Substances"), no Hazardous
           Substances  are or have  been  (including  the  period  prior to such
           Borrower's  acquisition  of  such  Project)  discharged,   generated,
           treated,  disposed  of or stored on,  incorporated  in, or removed or
           transported  from such  Project  other  than in  compliance  with all
           Environmental Laws; (d) no Hazardous Substances are present in, on or
           under any nearby real  property  which could  migrate to or otherwise
           affect such Project;  and (e) no  underground  storage tanks exist on
           any  of  such  Project.  So  long  as  such  Borrower  owns  or is in
           possession  of such  Project,  such  Borrower (i) shall keep or cause
           such Project to be kept free from  Hazardous  Substances  (except for
           Permitted  Substances) and in compliance with all Environmental Laws,
           (ii) shall promptly notify Lender if such Borrower shall become aware
           of any Hazardous  Substances (except for Permitted  Substances) on or
           near such  Project  and/or if such  Borrower  shall become aware that
           such Project is in direct or indirect  violation of any Environmental
           Laws and/or if such  Borrower  shall become aware of any condition on
           or near such Project which shall pose a threat to the health,  safety
           or welfare of humans, (iii) such Borrower shall remove such Hazardous
           Substances  (except  for  Permitted   Substances)  and/or  cure  such
           violations and/or remove such threats, as applicable,  as required by
           law (or as shall be required  by Lender in the case of removal  which
           is not  required by law, but in response to the opinion of a licensed
           hydrogeologist,  licensed  environmental  engineer or other qualified
           consultant engaged by Lender ("Lender's Consultant")), promptly after
           such Borrower  becomes aware of same, at such Borrower's sole expense
           and (iv) shall  comply with all of the  recommendations  contained in
           the environmental  report which was delivered to Lender in connection
           with the  origination  of the applicable  Loan.  Nothing herein shall
           prevent a Borrower from recovering such expenses from any other party
           that may be liable for such  removal  or cure.  The  obligations  and
           liabilities  of a Borrower  under this Section 9.1 shall  survive any
           termination,  satisfaction,  or  assignment  of the  Deed of Trust or
           Mortgage  and the exercise by Lender of any of its rights or remedies
           thereunder,  including,  without  limitation,  the  acquisition  of a
           Project by  foreclosure or a conveyance in lieu of  foreclosure.  
<PAGE>


    9.2    Asbestos.  Each  Borrower  represents  and  warrants  that,  to  such
           Borrower's  knowledge,  no  asbestos  or any  substance  or  material
           containing asbestos  ("Asbestos") is located on any Project except as
           may have been  disclosed  in an  environmental  report  delivered  to
           Lender prior to the date of this Agreement. No Borrower shall install
           in a Project,  nor permit to be installed in a Project,  Asbestos and
           shall remove any Asbestos promptly upon discovery to the satisfaction
           of Lender,  at such Borrower's  sole expense.  Each Borrower shall in
           all instances comply with, and ensure  compliance by all occupants of
           the applicable Project with, all applicable federal,  state and local
           laws, ordinances, rules and regulations with respect to Asbestos, and
           shall keep such Project free and clear of any liens imposed  pursuant
           to such laws, ordinances,  rules or regulations.  In the event that a
           Borrower  receives any notice or advice from any governmental  agency
           or any source  whatsoever  with respect to Asbestos on,  affecting or
           installed on the applicable Project,  such Borrower shall immediately
           notify Lender. The obligations and liabilities of each Borrower under
           this  Section 9.2 shall  survive any  termination,  satisfaction,  or
           assignment  of the Deed of  Trust or  Mortgage  and the  exercise  by
           Lender of any of its rights or remedies thereunder, including but not
           limited  to,  the  acquisition  of  a  Project  by  foreclosure  or a
           conveyance in lieu of foreclosure.

    9.3    Environmental Remediation.

    9.3.1  Borrower's Obligation to Perform Remedial Work. If any investigation,
           site monitoring,  containment, cleanup, removal, restoration or other
           remedial work of any kind or nature  (collectively,  "Remedial Work")
           is required on a Project  pursuant  to an order or  directive  of any
           Governmental Authority or under any applicable  Environmental Law, or
           in  Lender's  opinion,  based  upon  recommendations  of a  qualified
           environmental  engineer reasonably acceptable to Lender, after notice
           to the applicable Borrower, is reasonably necessary to prevent future
           liability under any applicable  Environmental  Law,  because of or in
           connection with the current or future presence,  suspected  presence,
           release,  or suspected release of a Hazardous Substance into the air,
           soil,  ground water,  surface water,  or soil vapor on, under or from
           such Project or any portion  thereof,  such  Borrower  shall (at such
           Borrower's  sole cost and expense),  or shall cause such  responsible
           third  parties to  promptly  commence  and  diligently  prosecute  to
           completion  (or cause to be commenced  and  diligently  prosecuted to
           completion) all such Remedial Work. In all events, such Remedial Work
           shall be commenced  within thirty (30) days after any demand therefor
           by  Lender  or such  shorter  period  as may be  required  under  any
           applicable  Environmental  Law;  however,  such Borrower shall not be
           required to commence such  Remedial  Work within the above  specified
           time  periods  if  prevented  from  doing  so  by  any   Governmental
           Authority,  or if  commencing  such  Remedial  Work  within such time
           periods would result in such Borrower or such Remedial Work violating
           any  Environmental  Law.  All such  Remedial  Work shall be commenced
           within  thirty (30) days after any demand  therefor by Lender or such
           shorter period as may be required under any applicable  Environmental
           Law;  however,  such Borrower  shall not be required to commence such
           Remedial Work within the from doing so by any Governmental Authority,
           (y)  commencing  such  Remedial  Work within such time periods  would
           result  in  such  Borrower  or  such  Remedial  Work   violating  any
           Environmental  Law or (z) such  Borrower is  contesting in good faith
           and by  appropriate  proceedings  the  applicability  of the relevant
           Environmental  Laws;  provided that such contest shall not (i) create
           or materially increase the risk of any civil or criminal liability of
           any  kind  whatsoever  on the  part  of  Lender  or  (ii)  permit  or
           materially  increase  the risk of the  spread,  release or  suspected
           release of any Hazardous  Substance into the air, soil, ground water,
           surface water, or soil vapor on, under or emanating from such Project
           or any portion thereof during the pendency of such contest.
<PAGE>

    9.3.2  Contractors;  Reimbursement  of  Lender's  Costs  and  Expenses.  All
           Remedial  Work  shall be  performed  by  contractors,  and  under the
           supervision  of a consulting  engineer,  each  approved in advance by
           Lender  (which  approval  shall  not  be  unreasonably   withheld  or
           delayed).  All costs and expenses  reasonably  incurred in connection
           with such Remedial Work and Lender's reasonable  monitoring or review
           of such  Remedial  Work  (including  reasonable  attorneys'  fees and
           disbursements,  but excluding internal  overhead,  administrative and
           similar costs of Lender) shall be paid by the applicable Borrower. If
           such Borrower does not timely  commence and  diligently  prosecute to
           completion  the  Remedial  Work,  then  Lender  may (but shall not be
           obligated to) cause such Remedial Work to be performed. Such Borrower
           agrees to bear and shall pay or  reimburse  Lender on demand  for all
           Advances  and  expenses  (including  reasonable  attorneys'  fees and
           disbursements,  but excluding internal  overhead,  administrative and
           similar costs of Lender) reasonably relating to or incurred by Lender
           in  connection  with  monitoring,  reviewing or  performing  any such
           Remedial Work.

    9.3.3  No  Impairment  of  Lender's  Security.  Except with  Lender's  prior
           written  consent,  no Borrower  shall  commence any Remedial  Work or
           enter  into  any  settlement  agreement,   consent  decree  or  other
           compromise relating to any Hazardous Substances or Environmental Laws
           which might, in Lender's sole judgment,  impair the value of Lender's
           security  hereunder  to a material  degree.  Lender's  prior  written
           consent shall not be required, however, if the presence or threatened
           presence of Hazardous  Substances  on, under or about a Project poses
           an immediate threat to the health, safety or welfare of any person or
           is of such a nature that an immediate remedial response is necessary,
           or if Lender  fails to  respond  to any  notification  by a  Borrower
           hereunder  within  twenty  (20)  Business  Days from the date of such
           notification.  In such events,  such Borrower  shall notify Lender as
           soon as practicable of any action taken.

    9.4    Inspection.

    9.4.1  Lender's Right to Inspect.  Upon reasonable prior notice,  Lender and
           its agents, representatives and employees shall have the right at all
           reasonable  times and during  normal  business  hours,  except to the
           extent  such access is limited by  applicable  Law, to enter upon and
           inspect  all or  any  portion  of any  Project,  provided  that  such
           inspections  shall  not  unreasonably  interfere  with the  operation
           thereof.  At its sole expense,  except as provided in Section  9.4.2.
           hereof, (y) Lender may retain an environmental  consultant to conduct
           and  prepare  reports  of such  inspections  and  (z) the  applicable
           Borrower  shall be given a reasonable  opportunity  to review any and
           all  reports,  data and other  documents  or  materials  reviewed  or
           prepared by the  consultant,  and to submit  comments  and  suggested
           revisions or  rebuttals to same.  The  inspection  rights  granted to
           Lender  in this  Section  9.4  shall be in  addition  to,  and not in
           limitation of, any other inspection  rights granted to Lender in this
           Agreement,  and shall  expressly  include  the right to conduct  soil
           borings and other  customary  environmental  tests,  assessments  and
           audits in compliance with applicable  Legal  Requirements:  provided,
           that,  except as set forth in clause (ii) below,  Lender shall repair
           any damage caused by borings, tests, assessments or audits.

    9.4.2  Reimbursement of Lender's Costs and Expenses. Each Borrower agrees to
           bear and shall pay or  reimburse  Lender on demand  for all costs and
           expenses (including reasonable attorneys' fees and disbursements, but
           excluding  internal  overhead,  administrative  and similar  costs of
           Lender)  reasonably  relating to or incurred by Lender in  connection
           with the inspections, tests and reports described in this Section 9.4
           in the following situations:

           (a) If Lender has reasonable  grounds to believe at the time any such
               inspection  is  ordered,  that there  exists a  violation  of any
               Environmental  Law or that a Hazardous  Substance  is present on,
               under or emanating from the Real Property,  or is migrating to or
               from adjoining  property,  except under  conditions  permitted by
               applicable  Environmental  Laws  and not  prohibited  by any Loan
               Document;
<PAGE>


           (b) If any such inspection  reveals a violation of any  Environmental
               Law or  that a  Hazardous  Substance  is  present  on,  under  or
               emanating  to or from a Project or is  migrating  from  adjoining
               property,   except  under  conditions   permitted  by  applicable
               Environmental Laws and not prohibited by any Loan Document; or

           (c) If an Event of Default exists at the time any such  inspection is
               ordered.

    9.5    Notices.  To the extent that a Borrower has knowledge  thereof,  such
           Borrower shall promptly provide notice to Lender of:

           (a) any  proceeding or  investigation  commenced or threatened by any
               Governmental  Authority  with  respect  to  the  presence  of any
               Hazardous Substance on, under or emanating from a Project;

           (b) any proceedings or  investigation  commenced or threatened by any
               Governmental  Authority,  against such Borrower,  with respect to
               the presence,  suspected presence,  release or threatened release
               of  Hazardous  Substances  from any  property  not  owned by such
               Borrower,  including,  but not limited to,  proceedings under the
               Federal Comprehensive  Environmental  Response,  Compensation and
               Liability Act, 42 U.S.C. ss. 9601 et seq.;

           (c) all  claims  made  or  any  lawsuit  or  other  legal  action  or
               proceeding  against  (i)such  Borrower  or  such  Project  or any
               portion  thereof,  or (ii) any other party occupying such Project
               or any portion thereof,  in any such case relating to any loss or
               injury  allegedly  resulting  from  any  Hazardous  Substance  or
               relating to any violation or alleged  violation of  Environmental
               Law;

           (d) the  discovery of any  occurrence or condition on such Project or
               on any  real  property  adjoining  or in  the  vicinity  of  such
               Project,  of which the applicable  Borrower becomes aware,  which
               reasonably  could  be  expected  to lead to such  Project  or any
               portion  thereof being in violation of any  Environmental  Law or
               subject   to   any    restriction   on   ownership,    occupancy,
               transferability or use under any Environmental Law; and

           (e) the commencement and completion of any Remedial Work.

    9.6    Copies of Notices.  Each  Borrower  will transmit to Lender copies of
           any citations,  orders,  notices or other communications  received by
           such  Borrower  with respect to the notices  described in Section 9.5
           hereof.

    9.7    Environmental  Claims. Lender may join and participate in, as a party
           if Lender so determines,  any legal or  administrative  proceeding or
           action  concerning  a  Project  or  any  portion  thereof  under  any
           Environmental Law, if, in Lender's reasonable judgment, the interests
           of Lender will not be adequately  protected by  Borrowers.  Borrowers
           agree to bear and shall  pay or  reimburse  Lender on demand  for all
           costs  and  expenses  (including   reasonable   attorneys'  fees  and
           disbursements,  but excluding internal  overhead,  administrative and
           similar  costs of  Lender)  relating  to or  incurred  by  Lender  in
           connection with any such action or proceeding.

    9.8    Indemnification. Each Borrower agrees to indemnify, reimburse, defend
           (with counsel reasonably  approved by Lender),  and hold harmless the
           Indemnified  Parties  for,  from,  and against all  demands,  claims,
           actions  or  causes  of   action,   assessments,   losses,   damages,
           liabilities,  costs  and  expenses,  including,  without  limitation,
           interest,  penalties,  punitive and consequential damages, reasonable
           attorneys'   fees,   disbursements   and  expenses,   and  reasonable
           consultants'  fees,  disbursements  and  expenses  asserted  against,
           resulting  to,  imposed on, or incurred by the  Indemnified  Parties,
           directly or indirectly, in connection with any of the following:
<PAGE>

           (a) the events, circumstances, or conditions which are alleged to, or
               do, (i) relate to the presence,  or release into the environment,
               of any  Hazardous  Substance  at any  location  owned,  leased or
               operated by any Borrower or relate to  circumstances  forming the
               basis  of  any   violation,   or   alleged   violation,   of  any
               Environmental  Law by a  Borrower  or with  respect  to any  such
               locations, and in either case, result in Environmental Claims, or
               (ii) constitute a violation of any Environmental Law;

           (b) any pollution or threat to human health or the  environment  that
               is related in any way to a Borrower's or any previous  owner's or
               operator's management,  use, control, ownership or operation of a
               Project,  including,  without limitation,  all onsite and offsite
               activities involving Hazardous Substances, and whether occurring,
               existing or arising  prior to or from and after the date  hereof,
               and whether or not the pollution or threat to human health or the
               environment is described in the Environmental Report;

           (c) any  Remedial  Work under  Section  9.3  hereof,  required  to be
               performed  pursuant to any Environmental Law of the terms hereof;
               or

           (e) the  breach  of any  environmental  representation,  warranty  or
               covenant set forth in this Agreement;

           except to the  extent any of the  foregoing  result  solely  from the
           negligence or willful misconduct of the Indemnified Parties.

           The  indemnity  provided in this Section 9.8 shall not be included in
           any exculpation of Borrowers from personal liability provided in this
           Agreement or in any of the other Loan Documents and shall survive the
           repayment in full of the Loan, any foreclosure of any Project and the
           satisfaction  and  release  of the  Deed  of  Trust  or  Mortgage  or
           reconveyance.  Nothing in this Section 9.8 shall be deemed to deprive
           Lender of any rights or  remedies  provided to it  elsewhere  in this
           Agreement or the other Loan  Documents.  Notwithstanding  anything to
           the contrary set forth herein,  if title to a Project is  transferred
           to Lender or its nominee  pursuant to a foreclosure,  then (i) in the
           event that  Lender's  willful  misconduct  or gross  negligence  with
           respect to Hazardous Substances existing on, at or under such Project
           prior to such  transfer of title  causes  additional  liability  with
           respect to such  Hazardous  Substance,  such  Borrower  shall have no
           obligation to indemnify  the Lender  Parties for the cost, if any, of
           such  additional  liability,  and (ii) such  Borrower  shall  have no
           obligation to indemnify the Indemnified Parties for liability arising
           from  Hazardous  Substances  placed,  released or disposed  on, at or
           under such  Project  after the date of such  transfer of title solely
           through the willful misconduct or negligence of Lender.

    10.    GENERAL PROVISIONS.

    10.1   Captions.  The captions and headings of various Articles and Sections
           of this Agreement and Exhibits  pertaining hereto are for convenience
           only and are not to be considered as defining or limiting in any way,
           the scope or intent of the provisions hereof.

    10.2   Merger.  This  Agreement  and  the  Loan  Documents  and  instruments
           delivered in connection herewith, as may be amended from time to time
           in writing,  constitute  the entire  agreement  of the  parties  with
           respect to the  Projects  and the Loans,  and all prior  discussions,
           negotiations  and document  drafts are merged herein and therein.  If
           there are any  inconsistencies  between this  Agreement and any other
           Loan Document,  the terms  contained in this Agreement shall prevail.
           Neither  Lender nor any employee of Lender has made or is  authorized
           to make any representation or agreement upon which Borrowers may rely
           unless  such matter is made for the  benefit of  Borrowers  and is in
           writing signed by an authorized  officer of Lender.  Borrowers  agree
           that they have not and will not rely on any  custom  or  practice  of
           Lender,  or on any course of dealing with Lender,  in connection with
           the Loans unless such matters are set forth in this  Agreement or the
           Loan Documents or in an instrument  made for the benefit of Borrowers
           and in a writing signed by an authorized officer of Lender.
<PAGE>


    10.3   Notices. Any notice, demand, request or other communication which any
           party hereto may be required or may desire to give hereunder shall be
           in  writing,  addressed  as follows  and shall be deemed to have been
           properly  given if hand  delivered,  if sent by  reputable  overnight
           courier  (effective  the  business  day  following  delivery  to such
           courier),   by  telecopier  (provided   electronic   confirmation  is
           received)  (provided  delivery  shall be  effective  only on the next
           business day following electronic receipt) or by messenger:

           If to Borrowers:

             c/o On Stage Entertainment, Inc.
             4620 W. Nevso
             Las Vegas, Nevada 89103


          with a copy to:

              Morgan, Lewis & Bockius LLP
              2500 One Logan Square
              Philadelphia, PA 19103-6993
              Attention: James W. McKenzie, Jr.
              Facsimile (215) 963-5299
          

          If to Lender:

              Imperial Credit Commercial Mortgage Investment Corp.
              11601 Wilshire Boulevard, Suite 2080
              Los Angeles, California 90025
              Attn: Norbert Seifert
              Telephone (310) 231-1280
              Facsimile (310) 231-1281


          with a copy to:

              Sonnenschein Nath & Rosenthal
              601 South Figueroa Street, Suite 1500
              Los Angeles, California 90017-5704
              Attn:  Matthew C. Fragner
              Telephone (213) 623-9300
              Facsimile (213) 623-9924

           or at such other  address as the party to be served  with  notice may
           have  furnished in writing to the party  seeking or desiring to serve
           notice as a place for the  service  of notice.  Notices  given in any
           other fashion shall be deemed effective only upon receipt.

    10.4   Modification;  Waiver. No modification,  waiver, amendment, discharge
           or  change of this  Agreement  shall be valid  unless  the same is in
           writing and signed by the party against which the enforcement of such
           modification, waiver, amendment, discharge or change is sought.

    10.5   Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED
           UNDER THE INTERNAL  LAWS (AS OPPOSED TO THE LAWS OF CONFLICTS) OF THE
           STATE OF FLORIDA.

    10.6   Acquiescence Not to Constitute Waiver of Lender's Requirements.  Each
           and every covenant and condition for the benefit of Lender  contained
           in this Agreement may be waived by Lender.

    10.7   Disclaimer by Lender. (a) This Agreement is made for the sole benefit
           of  Borrowers  and  Lender  (and  Lender's  successors,  assigns  and
           participants,  if any),  and no other Person shall have any benefits,
           rights or remedies under or by reason of this Agreement, or by reason
           of any actions  taken by Lender  pursuant to this  Agreement.  Lender
           shall not be liable for any debts or claims  accruing in favor of any
           third  parties  against  Borrowers  or others or against any Project.
           Borrowers  are  not and  shall  not be an  agent  of  Lender  for any
           purposes. Except as expressly set forth in the Loan Documents, Lender
           is not and shall not be an agent of any  Borrower  for any  purposes.
           Lender,  by making the Loan or taking any action  pursuant  to any of
           the Loan Documents, shall not be deemed a partner or a joint venturer
           with any Borrower or fiduciary of any Borrower.
<PAGE>

           (b) Any review,  investigation or inspection conducted by Lender, any
               architectural  or engineering  consultants  retained by Lender or
               any  agent  or  representative  of  Lender  in  order  to  verify
               independently  any  Borrower's  satisfaction  of  any  conditions
               precedent  to  the  disbursement  of  the  Loan,  any  Borrower's
               performance of any of the covenants,  agreements and  obligations
               of  any  Borrower  under  this  Agreement,  or the  truth  of any
               representations  and  warranties  made by any Borrower  hereunder
               (regardless of whether or not the party  conducting  such review,
               investigation  or inspection  should have  discovered that any of
               such  conditions  precedent  were not  satisfied or that any such
               covenants,  agreements or obligations  were not performed or that
               any such  representations or warranties were not true), shall not
               affect  (or  constitute  a waiver  by  Lender  of) (i) any of any
               Borrower's representations and warranties under this Agreement or
               Lender's  reliance  thereon,  or (ii) Lender's  reliance upon any
               certifications  required under this Agreement or any other facts,
               information   or  reports   furnished   Lender  by  any  Borrower
               hereunder.

           (c) By  accepting  or  approving  anything  required to be  observed,
               performed,  fulfilled  or given to  Lender  pursuant  to the Loan
               Documents,  including  any  certificate,  statement of profit and
               loss or other financial statement,  survey,  appraisal,  lease or
               insurance policy, Lender shall not be deemed to have warranted or
               represented the  sufficiency,  legality,  effectiveness  or legal
               effect  of  the  same,  or of any  term  provision  or  condition
               thereof,  and such  acceptance  or  approval  thereof  shall  not
               constitute  a warranty or  representation  to anyone with respect
               thereto by Lender.

    10.8   Right of Lender to Make Advances to Cure  Borrower's  Defaults.  If a
           Borrower  shall  fail to  perform  in a  timely  fashion  any of such
           Borrower's  covenants,  agreements or  obligations  contained in this
           Agreement  or the  Loan  Documents,  Lender  may  (but  shall  not be
           required  to)  perform  any  of  such   covenants,   agreements   and
           obligations.  Any funds  advanced  by Lender in the  exercise  of its
           judgment  that the same are needed to protect its security for a Loan
           are  deemed  to be  obligatory  advances  hereunder  and any  amounts
           expended  (whether by  disbursement  of undisbursed  Loan proceeds or
           otherwise)  by  Lender  in  so  doing,  shall  constitute  additional
           indebtedness  evidenced and secured by the Notes,  the Deed of Trust,
           the Mortgages and the other Loan Documents.

    10.9   Definitions  Include  Amendments.   Definitions   contained  in  this
           Agreement  which identify  documents,  including the Loan  Documents,
           shall be deemed to include all  amendments  and  supplements  to such
           documents  from  the  date  hereof,  and all  future  amendments  and
           supplements  thereto  entered  into from time to time to satisfy  the
           requirements  of this  Agreement or otherwise with the consent of the
           Lender. Reference to this Agreement contained in any of the foregoing
           documents  shall be deemed to include all amendments and  supplements
           to this Agreement.

    10.10  Time Is of the Essence.  Time is hereby declared to be of the essence
           of this Agreement and of every part hereof.

    10.11  Execution  in  Counterparts.  This  Agreement  may be executed in any
           number of  counterparts  and by different  parties hereto in separate
           counterparts, each of which when so executed shall be deemed to be an
           original and all of which taken together shall constitute one and the
           same agreement.

    10.12  Waiver of Consequential  Damages.  In no event shall Lender be liable
           to any Borrower for consequential  damages,  whatever the nature of a
           breach by Lender of its obligations under this Loan Agreement, or any
           of  the  Loan  Documents,  and  each  Borrower  for  itself  and  all
           Affiliated   Parties  hereby  waives  all  claims  for  consequential
           damages.
<PAGE>

    10.13  Claims  Against  Lender.  Lender  shall not be in default  under this
           Agreement, or under any other Loan Documents, unless a written notice
           specifically  setting  forth the claim of a Borrower  shall have been
           given  to  Lender  within  60 days  after  such  Borrower  first  had
           knowledge of the occurrence of the event which such Borrower  alleges
           gave  rise to such  claim  and  Lender  does not  remedy  or cure the
           default, if any there be, promptly thereafter. If it is determined in
           any  proceedings  that  Lender  has  improperly  failed  to grant its
           consent or  approval,  where such  consent or approval is required by
           this Loan Agreement or any other Loan Documents, such Borrower's sole
           remedy  shall  be  to  obtain  declaratory  relief  determining  such
           withholding to have been improper,  and for itself and all Affiliated
           Parties each Borrower hereby waives all claims for damages or set-off
           against Lender  resulting from any withholding of consent or approval
           by Lender.

    10.14  Secondary  Sales.  Each  Borrower  acknowledges  that  Lender and its
           successors and assigns may (i) sell this Loan Agreement,  the Deed of
           Trust,  the  Mortgages,  the Notes and other Loan Documents to one or
           more investors as a whole loan, (ii) participate one or more Loans to
           one or more investors, (iii) deposit this Loan Agreement, the Deed of
           Trust,  the  Mortgages,  the Notes and other  Loan  Documents  with a
           trust,  which trust may sell certificates to investors  evidencing an
           ownership interest in the trust assets, or (iv) otherwise sell one or
           more of the Loans or interest therein to investors (the  transactions
           referred to in clauses (i) through (iv) are hereinafter each referred
           to as "Secondary Market Transaction").  Each Borrower shall cooperate
           with Lender in effecting any such Secondary  Market  Transaction  and
           shall cooperate to implement all  requirements  imposed by any Rating
           Agency involved in any Secondary  Market  Transaction.  Each Borrower
           shall provide such information, legal opinions and documents relating
           to such  Borrower,  the  applicable  Project  and any  tenants of the
           Improvements as Lender may reasonably request in connection with such
           Secondary Market Transaction.  In addition,  each Borrower shall make
           available  to Lender all  information  concerning  its  business  and
           operations  that  Lender  may  reasonably  request.  Lender  shall be
           permitted to share all such information  with the investment  banking
           firms,  Rating  Agencies,  accounting  firms,  law  firms  and  other
           third-party  advisory  firms  involved  with  the  Loan  and the Loan
           Documents  or the  applicable  Secondary  Market  Transaction.  It is
           understood that the  information  provided by Borrowers to Lender may
           ultimately  be  incorporated  into  the  offering  documents  for the
           Secondary Market  Transaction and thus various investors may also see
           some  or all of the  information.  Lender  and  all of the  aforesaid
           third-party advisors and professional firms shall be entitled to rely
           on the  information  supplied by, or on behalf of, each  Borrower and
           each Borrower indemnifies Lender as to any losses, claims, damages or
           liabilities  that arise out of or are based upon any untrue statement
           or alleged  untrue  statement of any material fact  contained in such
           information or arise out of or are based upon the omission or alleged
           omission to state  therein a material  fact  required to be stated in
           such information or necessary in order to make the statements in such
           information,  or in light of the circumstances  under which they were
           made, not misleading. Lender may publicize the existence of the Loans
           in connection with its marketing for a Secondary  Market  Transaction
           or  otherwise as part of its business  development.  

    10.15  Jurisdiction  and  Venue.   With  respect  to  any  suit,  action  or
           proceedings  relating to this agreement,  any Project,  or any of the
           Loan Documents  ("Proceedings") each party irrevocably (i) submits to
           the  non-exclusive  jurisdiction  of the  state  and  federal  courts
           located in [the State where such Project is located], and (ii) waives
           any objection which it may have at any time to the laying of venue of
           any proceedings brought in any such court, waives any claim that such
           Proceedings  have been brought in an  inconvenient  forum and further
           waives the right to object,  with respect to such  Proceedings,  that
           such court does not have  jurisdiction  over such  party.  Nothing in
           this agreement shall preclude either party from bringing  Proceedings
           in any other jurisdiction nor will the bringing of Proceedings in any
           one or more jurisdictions preclude the bringing of Proceedings in any
           other jurisdiction.
<PAGE>

    10.16  Severability.  The  parties  hereto  intend  and  believe  that  each
           provision in this Agreement comports with all applicable local, state
           and federal laws and judicial decisions. However, if any provision or
           provisions, or if any portion of any provision or provisions, in this
           Agreement  is  found  by a  court  of law to be in  violation  of any
           applicable  local,   state,  or  federal  law,  statute,   ordinance,
           administrative or judicial  decision,  or public policy,  and if such
           courts  declare  such  portion,  provision,  or  provisions  of  this
           Agreement to be illegal, invalid,  unlawful, void or unenforceable as
           written,  then it is the  intent  of all  parties  hereto  that  such
           portion, provision, or provisions shall be given force to the fullest
           possible extent that they are legal, valid and enforceable,  and that
           the  remainder  of  this  Agreement  shall  be  construed  as if such
           illegal,   invalid,   unlawful,   void,  or  unenforceable   portion,
           provision,  or provisions  were not contained  therein,  and that the
           rights,  obligations,  and interests of Borrower and Lender under the
           remainder of this Agreement shall continue in full force and effect.

    10.17  Incorporation  of  Recitals.  The  Recitals  set forth herein and the
           Exhibits attached hereto are incorporated herein and expressly made a
           part hereof.

    10.18  WAIVER OF JURY TRIAL.  BORROWERS  AND LENDER  EACH  HEREBY  WAIVE ANY
           RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR
           DEFEND ANY RIGHTS UNDER THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
           RELATING  THERETO OR ARISING FROM THE LENDING  RELATIONSHIP  WHICH IS
           THE  SUBJECT  OF THIS  AGREEMENT  AND AGREE  THAT ANY SUCH  ACTION OR
           PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

    11.    SUBSEQUENT LOANS. Upon fulfillment of each and every precondition set
           forth below, Lender shall make one or more additional loans (each, an
           "Subsequent   Loan")  in  the  aggregate  amount  of  not  less  than
           $1,000,000 and not more than $6,500,000.

    11.1   Preconditions.  Prior to making any  Subsequent  Loan,  the following
           preconditions must be fulfilled to Lender's satisfaction:

           (a) Each borrower for an Subsequent Loan (each,  an "Subsequent  Loan
               Borrower")  shall be a newly formed  Nevada  corporation,  wholly
               owned by On Stage Theaters,  Inc., and otherwise meeting Lender's
               requirements as to capital structure.

           (b) The proceeds of the Subsequent Loans shall be used solely for the
               payment of the purchase  price for the  acquisition of additional
               projects (including a fee or leasehold estate in the related real
               estate) to be used for on-stage  live  production  entertainment.
               Each such  project  shall be leased  to On Stage  Theaters,  Inc.
               pursuant to an On Stage Lease providing  triple net rent equal to
               at least 150% of the debt  service  for the  relevant  applicable
               Subsequent Loan and subject to a lease guarantee  executed by OSE
               in  form   acceptable  to  Lender.   Borrowers  have   previously
               identified  the  acquisition  of the  assets  of  Calvin  Gilmore
               Productions,  Inc.,  a  Delaware  corporation,  as a  prospective
               project which would serve as security for the  Subsequent  Loans.
               Lender's  obligation to make any  Subsequent  Loans is subject to
               Lender's being  satisfied that the value (net of  liabilities) of
               the  real  estate  components  that  are  a  part  of  each  such
               Subsequent  Loan  project  shall be in excess  of 166.7%  for the
               first  $3,000,000 of Subsequent  Loans,  thereafter  133.3% (both
               exclusive of any going  concern value or good will) of the amount
               of the Subsequent Loan.

           (c) The Subsequent Loans shall be funded on or before March 31, 1999,
               and if such  funding  does not occur for any  reason  other  than
               Lender's  breach of its  obligations  under this Section 11, then
               Lender's  obligation to make any or all of the  Subsequent  Loans
               shall expire March 31, 1999 and be of no further force or effect.
<PAGE>


           (d) Each  Subsequent  Loan Borrower  shall execute loan  documents in
               substantially  the same form as the Loan  Documents  required for
               the  Loans,  subject  to such  changes  as shall be  required  by
               Lender's  counsel.  Such Loan Documents  shall include  repayment
               guarantees  by  each   Subsequent  Loan  Borrower  of  the  other
               Subsequent  Loans and the Loans.  In addition,  each Borrower and
               OSE shall be  required  to  execute  an  additional  or  restated
               Guarantee guaranteeing the repayment of the Subsequent Loans, and
               each such  modified  or  restated  Guarantee  (other  than  OSE's
               Guarantee)  shall be  secured  by the  Deed of Trust or  Mortgage
               encumbering  each  Borrower's  Project  or, as  applicable,  each
               Subsequent Loan Borrower's project.

           (e) All aspects of the  Subsequent  Loan projects shall meet Lender's
               reasonable    requirements,    including    without    limitation
               requirements  as to permitted  exceptions  to clean title,  title
               insurance and  endorsements,  zoning,  completeness of associated
               personal  property,   building  permit  and  other  entitlements,
               structural  integrity,  surveys, and similar due diligence items,
               and  all  aspects  of  the  Subsequent   Loan  project  shall  be
               satisfactory  to Lender  in its  reasonable  judgment  (including
               operating  history,  management team,  actual prior and projected
               EBITDA, and other factors).

           (f) Each  Subsequent Loan Borrower shall be required to make each and
               every  one  of  the  representations,  warranties  and  covenants
               contained in this  Agreement  (which shall be expanded to include
               the Subsequent  Loan  Borrower's  project),  either by becoming a
               party hereto or by executing an  additional  loan  agreement,  as
               required by Lender.

           (g) No Event of Default shall have  occurred and be  continuing  past
               any express cure period.

           (h) Borrowers  shall  have paid all of  Lender's  costs and  expenses
               related to each  proposed  Subsequent  Loan  within 10 days after
               request therefor.

           (i) There shall have been no material adverse change in the financial
               condition of OSE.

    11.2   Minimum  Subsequent Loan. No Subsequent Loan shall be for an original
           principal balance of less than $1,000,000.
<PAGE>


IN WITNESS WHEREOF,  Borrowers and Lender have executed this Agreement as of the
day and year first set forth above.


                              BORROWERS:

                              WILD BILLS CALIFORNIA, INC.,
                              a Nevada corporation


                              By:_______________________________
                              Name:_____________________________
                              Title:_____________________________


                              KING HENRY'S, INC.,
                              a Nevada corporation


                              By:_______________________________
                              Name:_____________________________
                              Title:_____________________________


                              FORT LIBERTY, INC.,
                              a Nevada corporation


                              By:_______________________________
                              Name:_____________________________
                              Title:_____________________________


                              ON STAGE THEATERS NORTH MYRTLE
                              BEACH, INC., a Nevada corporation

                              By:_______________________________
                              Name:_____________________________
                              Title:_____________________________


                              ON STAGE THEATERS SURFSIDE BEACH,
                              INC., a Nevada corporation


                              By:_______________________________
                              Name:_____________________________
                              Title:_____________________________

                              LENDER:


                              IMPERIAL CREDIT COMMERCIAL
                              MORTGAGE INVESTMENT CORP., a
                              Maryland corporation


                              By:_______________________________
                              Name:_____________________________
                              Title:_____________________________



<PAGE>



                               EXHIBIT AEXHIBIT A

                                LEGAL DESCRIPTION



<PAGE>



                                   EXHIBIT A-1

                                LEGAL DESCRIPTION

                           King Henry's Real Property



<PAGE>


                                   EXHIBIT A-2

                                LEGAL DESCRIPTION

                            Wild Bills Real Property



<PAGE>


                                   EXHIBIT A-3

                                LEGAL DESCRIPTION

                           Fort Liberty Real Property



<PAGE>


                                   EXHIBIT A-4

                                LEGAL DESCRIPTION

                           Myrtle Beach Real Property


<PAGE>


                                      EXHIBIT A-5

                                   LEGAL DESCRIPTION

                                 Surfside Real Property






<PAGE>


                                   EXHIBIT BEXHIBIT B

                                  PERMITTED EXCEPTIONS


<PAGE>


                                    EXHIBIT C

                            SOURCES AND USES OF FUNDS
                          [Revise to Include Additional Loans]



SOURCES OF FUNDS

Loan Proceeds from Borrower .......................................  $12,500,000
Borrower's Funds ..................................................      212,500

         TOTAL SOURCES OF FUNDS ...................................  $12,712,350

USES OF FUNDS

Cash Portion of Acquisition Price .................................  $10,250,000
Funds Being Deposited into Escrow per Section ___ of
         the Asset Purchase Agreement .............................    1,250,000
 Financing Fees and Expenses:
         Lender Out of Pocket Costs not previously paid by Borrower       50,000
         Loan Origination and Arrangement Fees ....................      700,000
         Borrower Legal ...........................................  $    50,000
                                                                     -----------

Total Financing Fees and Expenses .................................      800,000


Appraisal .........................................................       45,000
Environmental .....................................................        7,000
Structural ........................................................       12,000
Document Stamps ...................................................       53,350
Title/Survey ......................................................       45,000
Accounting & Legal Fees Associated w/Due Diligence ................      250,000
                                                                     -----------

Total transaction costs (other than financing fees and expenses: ..      412,350


Total Financing Fees and Expenses and Transaction Costs: ..........  $ 1,212,350


         TOTAL USES OF FUNDS ......................................  $12,712,350


<PAGE>


                                    EXHIBIT D

                               FORT LIBERTY LEASES



<PAGE>


                                       Schedule 1

            Non-Recurring Items For Periods Ended Prior to December 31, 1997


Items on balance sheet charged off

         Pre-Opening costs-Miami ...............................      $    3,880
         Pre-Opening costs-Branson .............................         168,174
         Pre-Opening costs-Toronto .............................          76,181
         Pre-Opening costs-Valley Forge ........................             118
         Pre-Opening costs-Cancun ..............................           2,297
         Developmental .........................................          71,760
         Pre-Opening-Myrtle Beach ..............................          17,864

                                            Subtotal
                                                                      $  340,274

Other Items

         Direct operating expenses
                  physical inventory adjustments ...............          62,608
         Indirect operating expenses
                  physical inventory adjustment ................           9,391
         Selling, general & administrative
                  adjustments ..................................         266,371
         Discontinued operation-Daytona ........................       1,925,711
         CFO stock grant .......................................         162,128
         Principal stockholder debt foregiveness ...............         221,521
         Interest expense-bridge loan underwriter ..............         444,000
         Interest expense-debenture conversion .................         194,228

                                            Subtotal                  $3,285,958
                                                                      ----------
Total non recurring items ......................................      $3,626,232


<PAGE>



                                  Schedule 3.26


      Deferred Maintenance at Fort Liberty to Be Completed By July 31, 1998

Repair the missing  portion of the exterior wall of the in-line retail  premises
closest to (but not a part of) the Wild Bills  Theater/Retail  Courtyard portion
of the  property,  and repair the roof and water  damage to ceiling and interior
walls of that retail premises and adjacent premises.