Exhibit 10.2

                                    GUARANTY


THIS  GUARANTY  ("Guaranty")  is  made  as  of  March  11,  1998,  by  ON  STAGE
ENTERTAINMENT,  INC., a Nevada corporation ("Guarantor"), to and for the benefit
of IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP., a Maryland  corporation
("Lender").


                                    RECITALS

A.     Lender  has  agreed  to make the  following  loans  (each,  a "Loan"  and
       collectively,  the  "Loans")  to the  following  borrowers  ("Borrowers")
       pursuant to a Loan Agreement (the "Loan  Agreement") dated as of the date
       hereof:


         Borrower                        Loan Amount    Property Address
         -----------------------------------------------------------------------

         King Henry's, Inc.              $5,000,000     8984 International Drive
                                                        Orlando, Florida

         Fort Liberty, Inc.              $6,600,000     5260 West Irlo Branson
                                                        Kissimmee, Florida

         Wild Bills California, Inc.     $  900,000     7600 Beach Boulevard
                                                        Buena Park, California


       Each Loan is evidenced  by a note (each,  a "Note" and  collectively  the
       "Notes")  and secured by a mortgage  or deed of trust (each a  "Mortgage"
       and  collectively  the  "Mortgages")  of even date  herewith  encumbering
       certain real and other  property  owned by Borrowers  in  California  and
       Florida and described  therein (each a "Property"  and  collectively  the
       "Properties"),  and other  security  documents (the Loan  Agreement,  the
       Notes,  the  Mortgages  and any and all other  documents  or  instruments
       executed in connection  with or as security for the Notes being sometimes
       hereinafter collectively referred to as the "Loan Documents").

B.     Guarantor  is an  affiliate  of  Borrowers,  and will benefit from Lender
       making the Loans described in the Loan Agreement.

C.     Lender has relied on the statements and  agreements  contained  herein in
       agreeing to make the Loans.  The  execution and delivery of this Guaranty
       by  Guarantor  is a  condition  precedent  to the  making of the Loans by
       Lender. 

                                   AGREEMENTS

       NOW,  THEREFORE,  intending  to be legally  bound and  intending  by this
       Guaranty to induce Lender to make the Loans,  Guarantor, in consideration
       of the matters  described in the foregoing  Recitals,  which Recitals are
       incorporated  herein  and  made a part  hereof,  and for  other  good and
       valuable  consideration,   the  receipt  and  sufficiency  of  which  are
       acknowledged,  hereby  covenants and agrees for the benefit of Lender and
       its  successors,  indorsees,  transferees,  participants  and  assigns as
       follows:

       . Guarantor absolutely, unconditionally and irrevocably guarantees:

       () the full and prompt  payment of the  principal  of and interest on the
       Loans  when  due,  whether  at  stated  maturity,  upon  acceleration  or
       otherwise,  and at all times thereafter,  and the full and prompt payment
       of all sums which may now be or may hereafter  become due and owing under
       the Notes, the Loan Agreement and the other Loan Documents; and

       ()  the  full,   complete  and  punctual   observance,   performance  and
       satisfaction of all of the obligations,  duties, covenants and agreements
       under the Loan Agreement and the other Loan Documents; and

       () the full and prompt payment of any  Enforcement  Costs (as hereinafter
       defined in Section 7 hereof).
<PAGE>


       All amounts due, debts,  liabilities and payment obligations described in
       subsections  (a),  (b) and (c) of this  Section  1 shall  be  hereinafter
       collectively  referred  to as the  "Indebtedness".  

       . In the  event  of any  default  by  Borrowers  in  the  payment  of the
       Indebtedness,  after  the  expiration  of any  applicable  cure or  grace
       period, Guarantor agrees, on demand by Lender or the holder of the Notes,
       to pay the  Indebtedness  regardless of any defense,  right of set-off or
       claims which Borrowers or Guarantor may have against Lender or the holder
       of the Notes.

       All of the remedies set forth  herein  and/or  provided for in any of the
       Loan Documents or at law or equity shall be equally  available to Lender,
       and the choice by Lender of one such  alternative  over another shall not
       be subject to question or challenge by Guarantor or any other person, nor
       shall any such  choice be asserted  as a defense,  setoff,  or failure to
       mitigate damages in any action, proceeding, or counteraction by Lender to
       recover or seeking any other remedy under this  Guaranty,  nor shall such
       choice preclude Lender from subsequently electing to exercise a different
       remedy.  The parties  have agreed to the  alternative  remedies  provided
       herein in part because they  recognize that the choice of remedies in the
       event of a default hereunder will necessarily be and should properly be a
       matter of  good-faith  business  judgment,  which the passage of time and
       events  may or may not  prove to have been the best  choice  to  maximize
       recovery by Lender at the lowest cost to Borrowers and/or  Guarantor.  It
       is the intention of the parties that such good-faith  choice by Lender be
       given conclusive effect regardless of such subsequent developments.

       . Guarantor  does hereby waive (a) notice of  acceptance of this Guaranty
       by Lender and any and all  notices and demands of every kind which may be
       required to be given by any statute, rule or law, (b) any defense,  right
       of set-off or other claim which  Guarantor  may have against  Borrower or
       which Guarantor or Borrowers may have against Lender or the holder of the
       Note,  (c)  presentment  for  payment,  demand  for  payment,  notice  of
       nonpayment  or  dishonor,  protest  and notice of protest,  diligence  in
       collection and any and all  formalities  which otherwise might be legally
       required  to charge  Guarantor  with  liability,  and (d) any  failure by
       Lender to inform  Guarantor of any facts Lender may now or hereafter know
       about  Borrowers,   the  Properties,   the  Loans,  or  the  transactions
       contemplated by the Loan Agreement,  it being  understood and agreed that
       Lender have no duty so to inform and that Guarantor is fully  responsible
       for  being and  remaining  informed  by  Borrowers  of all  circumstances
       bearing  on the risk of  nonpayment  of the  Indebtedness.  Credit may be
       granted or  continued  from time to time by Lender to  Borrowers  without
       notice to or authorization from Guarantor, regardless of the financial or
       other   condition  of  Borrowers  at  the  time  of  any  such  grant  or
       continuation. Lender shall have no obligation to disclose or discuss with
       Guarantor  its  assessment  of  the  financial  condition  of  Borrowers.
       Guarantor  acknowledges  that no  representations  of any kind whatsoever
       have been made to him or it by Lender.  No  modification or waiver of any
       of the provisions of this Guaranty shall be binding upon Lender except as
       expressly  set forth in a writing duly signed and  delivered on behalf of
       Lender.
<PAGE>


       . Guarantor further agrees that Guarantor's  liability as guarantor shall
       in nowise be impaired or affected by any renewals or extensions which may
       be made from time to time,  with or without the  knowledge  or consent of
       Guarantor  of the time for  payment of interest  or  principal  under the
       Notes or by any forbearance or delay in collecting  interest or principal
       under the  Notes,  or by any waiver by Lender  under the Loan  Agreement,
       Mortgages or any other Loan Documents, or by Lender's failure or election
       not to  pursue  any  other  remedies  it may have  against  Borrowers  or
       Guarantor, or by any change or modification in the Notes, Loan Agreement,
       Mortgages or any other Loan  Document,  or by the acceptance by Lender of
       any additional security or any increase,  substitution or change therein,
       or by the release by Lender of any security or any withdrawal  thereof or
       decrease  therein,  or by the  application of payments  received from any
       source to the payment of any obligation other than the Indebtedness, even
       though  Lender might  lawfully have elected to apply such payments to any
       part  or all  of the  Indebtedness,  it  being  the  intent  hereof  that
       Guarantor   shall  remain   liable  as  principal   for  payment  of  the
       Indebtedness   until   the   Indebtedness   has   been   paid  in   full,
       notwithstanding any act or thing which might otherwise operate as a legal
       or equitable  discharge of a surety.  Each Guarantor further  understands
       and  agrees  that  Lender  may at any time  enter  into  agreements  with
       Borrowers  to amend and modify the Notes,  Loan  Agreement,  Mortgages or
       other  Loan  Documents,  and  may  waive  or  release  any  provision  or
       provisions  of the  Notes,  Loan  Agreement,  Mortgages  and  other  Loan
       Documents or any thereof,  and, with reference to such  instruments,  may
       make and enter  into any such  agreement  or  agreements  as  Lender  and
       Borrowers may deem proper and desirable,  without in any manner impairing
       or  affecting  this  Guaranty  or any of  Lender's  rights  hereunder  or
       Guarantor's obligations hereunder. Without limiting the generality of the
       foregoing,  (a) to the extent  California  law is deemed to apply to this
       Guaranty notwithstanding the choice of Florida law provided in Section 17
       hereof,  Guarantor  expressly  waives  any and all  benefits,  rights and
       defenses  (i) arising  out of an  election  of  remedies by Lender,  even
       though that election of remedies,  such as nonjudicial  foreclosure  with
       respect to  security  for the  Indebtedness,  has  destroyed  Guarantor's
       rights of subrogation and reimbursement  against  Borrowers  including by
       the operation of Section 580d of the California  Code of Civil  Procedure
       or otherwise,  and (ii) under California Code of Civil Procedure Sections
       580a, 580b, 580d or 726; and (b) Guarantor waives all rights and defenses
       that  Guarantor may have because the  Borrowers'  debt is secured by real
       property,  which means,  among other things:  (1) Lender may collect from
       Guarantor  without  first  foreclosing  on any real or personal  property
       collateral  pledged by  Borrowers.  (2) If Lender  forecloses on any real
       property collateral pledged by Borrowers:  (A) The amount of the debt may
       be  reduced  only by the price for which that  collateral  is sold at the
       foreclosure  sale,  even if the  collateral  is worth  more than the sale
       price.  (B)  Lender  may  collect  from  Guarantor  even  if  Lender,  by
       foreclosing  on the real  property  collateral,  has  destroyed any right
       Guarantor may have to collect from  Borrowers.  This is an  unconditional
       and  irrevocable  waiver of any rights and  defenses  Guarantor  may have
       because  Borrowers'  debt is secured by real  property.  These rights and
       defenses  include,  but are not limited to, to the extent held applicable
       hereto,  any rights or defenses based upon Section 580a,  580b,  580d, or
       725 of the Code of Civil Procedure.
<PAGE>


       . This is an absolute, present and continuing guaranty of payment and not
       of  collection.  Guarantor  agrees that this  Guaranty may be enforced by
       Lender  without the  necessity at any time of resorting to or  exhausting
       any other security or collateral given in connection herewith or with the
       Notes,  Loan  Agreement,  Mortgages  or any of the other  Loan  Documents
       through  foreclosure or sale  proceedings,  as the case may be, under the
       Mortgages  or  otherwise,  or  resorting  to any  other  guaranties,  and
       Guarantor  hereby waives any right to require Lender to join Borrowers in
       any action brought  hereunder or to commence any action against or obtain
       any judgment  against  Borrowers or to pursue any other remedy or enforce
       any other right.  Guarantor  further agrees that nothing contained herein
       or  otherwise   shall  prevent  Lender  from  pursuing   concurrently  or
       successively  all rights and  remedies  available  to it at law and/or in
       equity or under the Notes,  Loan  Agreement,  Mortgages or any other Loan
       Documents, and the exercise of any of its rights or the completion of any
       of  its  remedies   shall  not  constitute  a  discharge  of  Guarantor's
       obligations hereunder,  it being the purpose and intent of Guarantor that
       the obligations of Guarantor hereunder shall be absolute, independent and
       unconditional  under  any  and  all  circumstances  whatsoever.  None  of
       Guarantor's  obligations  under  this  Guaranty  or any  remedy  for  the
       enforcement thereof shall be impaired,  modified,  changed or released in
       any manner whatsoever by any impairment, modification, change, release or
       limitation of the liability of Borrowers under the Notes, Loan Agreement,
       Mortgages  or other  Loan  Documents  or by reason of the  bankruptcy  of
       Borrowers  or  by  reason  of  any  creditor  or  bankruptcy   proceeding
       instituted  by  or  against   Borrowers.   This  Guaranty  shall  survive
       foreclosure of the Mortgages until the  Indebtedness is paid or satisfied
       in full,  and shall survive any deed in lieu of  foreclosure.  Subject to
       the following  sentence,  this Guaranty  shall  terminate and be released
       upon the payment in full of all sums due under the Notes,  Loan Agreement
       and  the  other  Loan  Documents  (including,   without  limitation,  all
       Enforcement  Costs) and Lender's release of the Mortgages.  This Guaranty
       shall  continue to be effective or be reinstated  (as the case may be) if
       at any time payment of all or any part of any sum payable pursuant to the
       Notes, Loan Agreement,  Mortgages or any other Loan Document is rescinded
       or  otherwise  required to be  returned  by Lender  upon the  insolvency,
       bankruptcy, dissolution,  liquidation, or reorganization of Borrowers, or
       upon  or as a  result  of  the  appointment  of a  receiver,  intervenor,
       custodian or conservator of or trustee or similar officer for,  Borrowers
       or any substantial  part of their property,  or otherwise,  all as though
       such payment to Lender had not been made,  regardless  of whether  Lender
       contested the order requiring the return of such payment. The obligations
       of  Guarantor  pursuant  to the  preceding  sentence  shall  survive  any
       termination,  cancellation,  or release of this Guaranty. In the event of
       the  foreclosure of the Mortgages and of a deficiency,  Guarantor  hereby
       promises  and  agrees  forthwith  to pay the  amount  of such  deficiency
       notwithstanding  the  fact  that  recovery  of  said  deficiency  against
       Borrowers would not be allowed by applicable law; however,  the foregoing
       shall  not  be  deemed  to  require  that  Lender  institute  foreclosure
       proceedings  or otherwise  resort to or exhaust any other  collateral  or
       security prior to or concurrently with enforcing this Guaranty.

       . In the event  Lender or the holder of the Notes shall  assign the Notes
       to any bank or other  entity  (including  a trust)  to secure a loan from
       such bank or other  entity to Lender or such  holder for an amount not in
       excess of the amount which will be due, from time to time, from Borrowers
       to  Lender  under the Notes  with  interest  not in excess of the rate of
       interest  which is  payable  by  Borrowers  to Lender  under  the  Notes,
       Guarantor will accord full recognition  thereto and agree that all rights
       and  remedies of Lender or such  holder  hereunder  shall be  enforceable
       against  Guarantor  by such bank or other  entity with the same force and
       effect and to the same extent as would have been enforceable by Lender or
       such  holder but for such  assignment;  provided,  however,  that  unless
       Lender  shall  otherwise  consent  in  writing,   Lender  shall  have  an
       unimpaired  right,  prior  and  superior  to  that  of  its  assignee  or
       transferee,  to enforce this Guaranty for Lender's  benefit to the extent
       any portion of the  Indebtedness or any interest  therein is not assigned
       or transferred.

       . If:  (a) this  Guaranty  is  placed  in the  hands of an  attorney  for
       collection or is collected through any legal proceeding;  (b) an attorney
       is  retained  to  represent  Lender  in any  bankruptcy,  reorganization,
       receivership,  or  other  proceedings  affecting  creditors'  rights  and
       involving  a claim  under this  Guaranty;  (c) an attorney is retained to
       provide advice or other representation with respect to this Guaranty;  or
       (d) an attorney is retained to represent Lender in any other  proceedings
       whatsoever in connection with this Guaranty,  then Guarantor shall pay to
       Lender upon demand all attorneys'  fees,  costs and expenses,  including,
       without limitation,  court costs, filing fees, recording costs,  expenses
       of  foreclosure,  title  insurance  premiums,  survey  costs,  minutes of
       foreclosure,  and all other costs and  expenses  incurred  in  connection
       therewith (all of which are referred to herein as  "Enforcement  Costs"),
       in addition to all other amounts due hereunder, regardless of whether all
       or a  portion  of  such  Enforcement  Costs  are  incurred  in  a  single
       proceeding  brought to enforce  this  Guaranty  as well as the other Loan
       Documents.
<PAGE>

       . The parties  hereto  intend and  believe  that each  provision  in this
       Guaranty 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 Guaranty is found by a
       court of law to be in violation of any applicable local, state or federal
       ordinance,  statute, law,  administrative or judicial decision, or public
       policy,  and if such court  should  declare  such  portion,  provision or
       provisions of this  Guaranty 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,  that
       the  remainder of this  Guaranty  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 interest
       of Lender or the holder of the Notes under the remainder of this Guaranty
       shall continue in full force and effect.

       . Any indebtedness of Borrowers to Guarantor now or hereafter existing is
       hereby subordinated to the Indebtedness. Guarantor agrees that, until the
       entire  Indebtedness  has been  paid in full,  Guarantor  will not  seek,
       accept,  or retain for its own  account,  any payment  from  Borrowers on
       account of such  subordinated  debt. Any payments to Guarantor on account
       of such subordinated debt shall be collected and received by Guarantor in
       trust for  Lender  and shall be paid  over to  Lender on  account  of the
       Indebtedness  without impairing or releasing the obligations of Guarantor
       hereunder.

       . Any amounts  received by Lender from any source on account of the Loans
       may be applied by Lender toward payment of the  Indebtedness  and in such
       order of application as Lender may from time to time elect.

       .  GUARANTOR  WAIVES AND  RELEASES  ANY CLAIM  (WITHIN  THE MEANING OF 11
       U.S.C.  ss. 101) WHICH GUARANTOR MAY HAVE AGAINST BORROWER ARISING FROM A
       PAYMENT MADE BY GUARANTOR UNDER THIS GUARANTY AND AGREES NOT TO ASSERT OR
       TAKE   ADVANTAGE   OF  ANY  RIGHT  TO  PROCEED   AGAINST   BORROWER   FOR
       REIMBURSEMENT. IT IS EXPRESSLY UNDERSTOOD THAT THE WAIVERS AND AGREEMENTS
       OF  GUARANTOR  SET  FORTH  ABOVE  CONSTITUTE  ADDITIONAL  AND  CUMULATIVE
       BENEFITS  GIVEN TO LENDER FOR ITS SECURITY AND AS AN  INDUCEMENT  FOR ITS
       EXTENSION OF CREDIT TO BORROWERS.

       . Any  notice,  demand,  request or other  communication  which any party
       hereto  may be  required  or may  desire  to give  hereunder  shall be in
       writing  and  shall be deemed  to have  been  properly  given (a) if hand
       delivered,  when  delivered;  (b) if mailed,  upon the third Business Day
       after the day on which it is deposited in the United States Registered or
       Certified Mail, postage prepaid,  return receipt requested,  addressed as
       set forth  below;  (c) if by Federal  Express or other  reliable  express
       courier service, on the next Business Day after delivered to such express
       courier service, or (d) if via facsimile, on the date of transmission, as
       addressed as set forth below:



<PAGE>


                  If to Guarantor:

                           On Stage Entertainment, Inc.
                           4625 Nevso Drive, Suite 10
                           Las Vegas, Nevada 89103
                           Telephone: (702) 253-1333
                           Facsimile: (702) 364-1072

                           Attention: David Hope


                  With a copy to:

                           Morgan Lewis & Bockius LLP
                           2000 One Logan Square
                           Philadelphia, PA 19103

                           Attention: James McKenzie

                           Telephone: (215) 963-5000
                           Facsimile: (215) 963-5299

                  If to Lender:

                           11601 Wilshire Blvd.
                           Suite 2080
                           Los Angeles, CA 90025

                           Attention: Norbert Seifert

                           Telephone: (310) 231-5902
                           Facsimile: (310) 231-1281


                  With a copy to:

                           SONNENSCHEIN NATH & ROSENTHAL
                           601 S. Figueroa St., #1500
                           Los Angeles, CA 90017

                           Attention: Matthew C. Fragner

                           Telephone: (213) 892-5053
                           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.

       . In order to  induce  Lender  to make the  Loans,  Guarantor  makes  the
       following  representations  and  warranties  to Lender  set forth in this
       Section.  Guarantor  acknowledges  that but for the truth and accuracy of
       the matters  covered by the  following  representations  and  warranties,
       Lender would not have agreed to make the Loans.

       ()  Guarantor  maintains  an  office at the  address  set forth for it in
       Section 12.

       () Guarantor has full power and authority to execute, deliver and perform
       its  covenants,  agreements  and  obligations  under this  Guaranty.  All
       necessary  actions  have  been  taken  and  all  necessary  consents  and
       approvals  received so that upon the  execution and delivery to Lender by
       Guarantor of this Guaranty,  the execution,  delivery and  performance of
       this Guaranty will have been duly authorized.

       () Any and all balance sheets, net worth statements,  and other financial
       data with respect to Borrowers,  Guarantor or Gedco USA,  Inc., a Florida
       Sub S corporation, and its affiliated entities which have heretofore been
       given to  Lender  by or on  behalf of  Guarantor  fairly  and  accurately
       present the financial  condition of Guarantor as of the respective  dates
       thereof.

       () The execution, delivery, and performance by Guarantor of this Guaranty
       does not and will not  contravene  or conflict  with (i) any law,  order,
       rule,  regulation,  writ,  injunction  or  decree  now in  effect  of any
       government,  governmental  instrumentality court having jurisdiction over
       Guarantor,  (ii) any  contractual  restriction  binding  on or  affecting
       Guarantor or any of  Guarantor's  property or assets which may  adversely
       affect  Guarantor's  ability  to  fulfill  their  obligations  under this
       Guaranty,  or (iii) the  instruments  creating any trust holding title to
       any assets included in Guarantor's financial statements.
<PAGE>


       () This  Guaranty  creates  legal,  valid,  and  binding  obligations  of
       Guarantor enforceable in accordance with its terms.

       ()  Except  as  disclosed  in  writing  to  Lender,  there is no  action,
       proceeding,  or investigation  pending or, to the knowledge of Guarantor,
       threatened   or  affecting   Guarantor,   which  may   adversely   affect
       Guarantor's'  ability to fulfill their  obligations  under this Guaranty.
       There  are no  judgments  or orders  for the  payment  of money  rendered
       against  Guarantor which have been  undischarged for a period of ten (10)
       or more  consecutive  days and the  enforcement of which is not stayed by
       reason of a pending appeal or otherwise. No Guarantor is in default under
       any agreements which may adversely affect Guarantor's  ability to fulfill
       its obligations under this Guaranty.

       () Guarantor  has disclosed  all events,  conditions,  and facts known to
       Guarantor  which  are more  likely  than not to have a  material  adverse
       effect on the financial  condition of  Guarantor.  No  representation  or
       warranty by Guarantor contained herein, nor any schedule, certificate, or
       other document  furnished by Guarantor to Lender in connection  with this
       Guaranty or the Loans contains any material misstatement of fact or omits
       to state a material  fact or any fact  necessary  to make the  statements
       contained therein not misleading.

       () There  are no facts or  circumstances  of any kind or  nature of which
       Guarantor is aware which are more likely than not to in any way impair or
       prevent  Guarantor from  performing  Guarantor's  obligations  under this
       Guaranty in any material respect.

       () All statements set forth in the Recitals are true and correct.

       () All  representations  and  warranties  made by  Borrowers  in the Loan
       Documents are true and correct.

       Guarantor  hereby  agrees to indemnify  and hold Lender free and harmless
       from  and  against  all  loss,  cost,  liability,  damage,  and  expense,
       including  attorney's fees and costs,  which Lender may sustain by reason
       of the inaccuracy or breach of any of the foregoing  representations  and
       warranties as of the date the foregoing  representations  and  warranties
       are made.

       .  Guarantor  shall  deliver  or  cause to be  delivered  to  Lender  its
       financial  statements  in the  same  form and  manner  as  Borrowers  are
       required to provide under the Mortgages or Loan Agreement.

       . Guarantor  shall,  within five (5) business days after receipt thereof,
       deliver to Lender  copies of any notices of default  served on  Guarantor
       pursuant to the terms of any other material  agreement to which Guarantor
       is a party. . This Guaranty  shall be binding upon the heirs,  executors,
       legal and personal  representatives,  successors and assigns of Guarantor
       and  shall  not be  discharged  in  whole  or in  part  by the  death  or
       dissolution of Guarantor.

       . This  Agreement and each of the  provisions  contained  herein shall be
       governed by and construed under the internal laws (as opposed to the laws
       of conflicts) of the State of Florida.

       . Any and all amounts required to be paid by Guarantor hereunder shall be
       paid to Lender in United  States  currency  at such place as Lender  may,
       from time to time, in writing appoint.

       . Lender  shall be  entitled  to honor any request for an advance of Loan
       proceeds  made by Borrowers  and shall have no  obligation  to see to the
       proper   disposition  of  such  advances.   Guarantor   agrees  that  its
       obligations  hereunder shall not be released or affected by reason of any
       improper disposition by Borrowers of the proceeds of such advances.

       . Any provision hereof to the contrary notwithstanding, Lender, by virtue
       of this  Guaranty or any action  taken  pursuant  hereto or  contemplated
       hereby,  shall  not be  deemed to be a  partner  or joint  venturer  with
       Guarantor or any other parties. Guarantor shall indemnify and hold Lender
       harmless  from and  against  any and all  liabilities,  damages,  claims,
       demands, costs and expenses (including, without limitation, the costs and
       expenses  of  defending  or  settling  any such claims or demands and all
       reasonable fees and disbursements of legal counsel engaged or employed by
       Lender in defending and settling such claims or demands)  resulting  from
       such a construction of the parties and their relationship. Any inspection
       of the  Properties,  any review of  documents  submitted to Lender or its
       consultants,  or any analysis of the Properties  made by Lender or any of
       its respective  agents,  architects or consultants is intended solely for
       the benefit of Lender and shall not be deemed to create or form the basis
       of any warranty,  representation,  covenant, implied promise or liability
       to Guarantor, or any contractor or subcontractor,  or any other person or
       entity.
<PAGE>


       . GUARANTOR  HEREBY WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, THE
       RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
       IN CONTRACT,  TORT OR OTHERWISE,  RELATING  DIRECTLY OR INDIRECTLY TO THE
       GUARANTY,  THE LOANS,  THE LOAN  DOCUMENTS  OR ANY ACTS OR  OMISSIONS  OF
       LENDER,  ITS  OFFICERS,  EMPLOYEES,  DIRECTORS  OR AGENTS  IN  CONNECTION
       THEREWITH.


IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the
date first written above.

GUARANTOR:                                   ON STAGE ENTERTAINMENT, INC.,
                                             a Nevada corporation


                                             By:_________________________
                                             Name:_______________________
                                             Title:______________________


4625 W. Nevso Drive
Las Vegas, Nevada 89103


Signed and sealed and delivered in the presence of:

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Print Name:_______________________



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Print Name:_______________________