Exhibit 10.1
                                 LOAN AGREEMENT


                                 by and between


              IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.,
                                    as Lender


                                       and


                          WILD BILLS CALIFORNIA, INC.,
                    KING HENRY'S, INC. and FORT LIBERTY, INC.
                                  as Borrowers





















Date:  As of March 11, 1998


<PAGE>



Exhibit 10.1


                                 LOAN AGREEMENT


This Loan  Agreement is made as of this 11th day of March,  1998, by and between
WILD BILLS CALIFORNIA, INC., a Nevada corporation,  KING HENRY'S, INC., a Nevada
corporation,  and  FORT  LIBERTY,  INC.,  a  Nevada  corporation  (collectively,
"Borrowers"),  and IMPERIAL  CREDIT  COMMERCIAL  MORTGAGE  INVESTMENT  CORP.,  a
Maryland corporation ("Lender").


                                    RECITALS

A.    Concurrently  with the  recordation of the mortgage  securing the Loan (as
      hereinafter  defined)  to  King  Henry's,  Inc.,  King  Henry's,  Inc.  is
      acquiring  certain property  commonly known as 8984  International  Drive,
      Orlando,  Florida and legally  described on Exhibit A-1 (the "King Henry's
      Real Property").

B.    Concurrently  with the recording of the leasehold  trust deed securing the
      Loan to Wild Bills  California,  Inc.,  Wild  Bills  California,  Inc.  is
      acquiring a leasehold  interest in certain property commonly known as 7600
      Beach Blvd.,  Buena Park,  California and legally described on Exhibit A-2
      (the "Wild Bills Real Property").

C.    Concurrently  with the  recordation  of the mortgage  securing the Loan to
      Fort Liberty,  Inc.,  Fort  Liberty,  Inc. is acquiring  certain  property
      commonly known as 5260 West Irlo Branson Highway,  Kissimmee,  Florida and
      legally described on Exhibit A-3 (the "Fort Liberty Real Property").

D.    The parties comprising Borrowers have applied to Lender for loans (each, a
      "Loan" and  collectively,  the "Loans") in the following  maximum amounts,
      and  Lender  has  agreed  to make the  Loan on the  terms  and  conditions
      contained herein:

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

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

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


<PAGE>




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  Loan  Agreement,  as  originally  executed  or as  may be
     hereafter supplemented or amended from time to time in writing.

     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  assignment  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:  A security  agreement  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.

     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 of this Agreement,  executed by Wild Bills
     California,  Inc.,  as  trustor,  and  recorded or to be recorded in Orange
     County,  California,  as  applicable,  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.
<PAGE>


     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  contemporaneously  herewith  with respect to a given Project and
     described in Section 2.2(g) of this Agreement, as originally executed or as
     may be hereafter supplemented or amended from time to time in writing.

     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):  The Guarantees being executed  concurrently herewith by King
     Henry's  Inc.,  Fort  Liberty,  Inc.,  Blazing  Piano's,  Inc.,  Wild Bills
     California, Inc. and OSE.

     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 and A-4 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: March 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.

     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:  Each note  relating  to a Project  described  in Section 2.2 of this
     Agreement,  as originally executed 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 and A-3.

     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).

     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, 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 of even date herewith
     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.
<PAGE>


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  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
                                                          -----------
                                    Total of Loans:       $12,500,000
                                                          ===========

     (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);

     (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  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.
<PAGE>


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 
     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.

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.
<PAGE>


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.

       (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).

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).
<PAGE>


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.

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.
<PAGE>


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.

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  persons or damage to  tangible  property to the
       extent caused by the gross negligence or willful misconduct of Lender.
<PAGE>


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).

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.
<PAGE>


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.

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 $100,000 to be applied against expenses incurred in making the
       Loans,  and  agrees  that the total out of pocket  expenses  incurred  by
       Lender in the origination of the Loans shall not exceed $150,000.

3.25   Loan Fees. On the Loan Opening Date, Borrowers shall pay to Lender 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  Additional  Loans (as  defined in
       Section 11).

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 any other entity  (including  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  Affiliated  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.

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.
<PAGE>


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

3.33   On Stage Leases.  Concurrently with 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 will have
       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.

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.
<PAGE>


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 Fort Liberty  Tenant Leases shown on
       Exhibit  D. Each lease  listed on Exhibit D is 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.

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.
<PAGE>


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.

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 Leases.

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.  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 or any part or component of
         either 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  or the  California
         Lease, or any portion or component of either of them, shall release any
         Borrower from its obligations under the Loan Documents.

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) 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; (iv) 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;  (v) 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  (vi)  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  or the
         California Lease without Lender's  consent.  This provision shall apply
         to every sale, conveyance, alienation, mortgage, encumbrance, pledge or
         transfer of a Project or the  California  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 or the California Lease.
<PAGE>


6.2.4    No  Waiver.  Lender's  consent  to one  sale,  conveyance,  alienation,
         mortgage,   encumbrance,  pledge  or  transfer  of  a  Project  or  the
         California  Lease 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  or the  California  Lease 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;

         (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 a default  occurs under any of the Loan Documents and continues
              beyond the applicable grace period, if any, contained therein;
<PAGE>


         (j)  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);

         (k)  Any  Project  has a fair  market  value as  shown by an  Appraisal
              (which for the  purpose of this item (k) 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.

         (l)  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, 1998 and all
                subsequent quarters                          2.00:1

         (m)  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.  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.  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.  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.
<PAGE>


9.       ENVIRONMENTAL PROVISIONS.

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 above-specified  time periods if
         (x)  prevented  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.

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.
<PAGE>


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;

         (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.;
<PAGE>


         (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:

         (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
<PAGE>


         (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.

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
<PAGE>



         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.

         (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.
<PAGE>


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.

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.
<PAGE>


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.

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.
<PAGE>


11.      ADDITIONAL LOANS.  Upon fulfillment of each and every  precondition set
         forth below,  Lender shall make one or more additional  loans (each, an
         "Additional  Loan") in the aggregate amount of not less than $1,000,000
         and not more than $7,500,000.

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

         (a)  Each borrower for an Additional  Loan (each,  an "Additional  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 Additional  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
              Additional 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 Additional Loans.  Lender's obligation to make
              any Additional  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 Additional Loan project shall be in excess
              of 166.7% for the first $4,000,000 of Additional Loans, thereafter
              133.3% (both exclusive of any going concern value or good will) of
              the amount of the Additional Loan.

         (c)  The Additional  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  Additional  Loans
              shall expire March 31, 1999 and be of no further force or effect.

         (d)  Each  Additional  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  Additional Loan Borrower of the other  Additional  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  Additional  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  Additional  Loan  Borrower's
              project.

         (e)  All aspects of the  Additional  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 Additional  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  Additional  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  Additional  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  Additional  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  Additional  Loan. No Additional  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:_____________________________



                              LENDER:


                              IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT
                              CORP., a Maryland corporation


                              By:_______________________________
                              Name:_____________________________
                              Title:_____________________________


<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 B

                              PERMITTED EXCEPTIONS


<PAGE>


                                    EXHIBIT C

                            SOURCES AND USES OF FUNDS
<TABLE>

<S>                                                                   <C>  
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
</TABLE>
<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.