ASSET PURCHASE AGREEMENT

                                  by and among

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


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


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


                                       and

                        CALVIN GILMORE PRODUCTIONS, INC.,
                            (a Delaware corporation)








<PAGE>


Section                                                                    Page

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

2.       Purchase and Sale of the Purchased Assets.....................
         2.1      The Purchased Assets.................................
         2.2      Assumed Liabilities..................................
         2.3      Excluded Liabilities.................................
         2.4      Consent of Third Parties.............................
         2.5      Purchase Price.......................................
         2.7      Pledge Agreement.....................................

3.       Closing.......................................................
         3.1      Location, Date.......................................
         3.2      Closing Deliveries...................................

4.       Representations and Warranties of the Seller..................
         4.1      Corporate Status.....................................
         4.2      Authorization........................................
         4.3      Consents and Approvals...............................
         4.4      Title to Assets and Related Matters..................
         4.5      Real Property........................................
         4.6      Leased Property......................................
         4.7      Liabilities..........................................
         4.8      Taxes................................................
         4.9      Legal Proceedings and Compliance with Law............
         4.10     Seller Not in Default under any Contract.............
         4.11     Finder's Fees........................................
         4.12     Investment Representations...........................
         4.13     Restricted Stock.....................................
         4.14     Full Disclosure......................................

5.       Representations and Warranties of On Stage and the Buyers.....
         5.1      Corporate Status.....................................
         5.2      Enforceability.......................................
         5.3      Consents and Approvals...............................
         5.4      Capital Stock Ownership..............................
         5.5      SEC Filings..........................................
         5.6      Finder's Fees........................................
         5.7      Full Disclosure......................................
         5.8      Financing............................................

6.       Certain Agreements............................................
         6.1      Access...............................................
         6.2      Exclusivity..........................................
         6.3      Update Schedules.....................................
         6.4      Required Consents, Regulatory and other Approvals....
         6.5      Publicity............................................
         6.6      Satisfaction of Liabilities..........................
         6.7      Restrictions on Transfer.............................
         6.8      Piggyback Registration...............................
         6.9      Registration Rights..................................
         6.10     Option...............................................

7.       Conditions Precedent to Obligations of On Stage and the Buyers.
         7.1      Legality..............................................
         7.2       Representations and Warranties.......................
         7.3      Agreements, Conditions and Covenants..................
         7.4      Certificates..........................................
         7.5      Required Consents and Approvals.......................
         7.6      Third Party Consents..................................
         7.7      Other Agreements......................................
         7.8      Title Insurance.......................................
         7.9      Estoppel Certificates.................................
         7.10     Regulatory and other Approvals........................
         7.11     Right of First Negotiation with FFWW..................
         7.12     Financing.............................................
         7.13     Pledge Agreement......................................
<PAGE>


8.       Conditions Precedent to Obligations of the Seller..............
         8.1      Legality..............................................
         8.2       Representations and Warranties.......................
         8.3      Agreements, Conditions and Covenants..................
         8.4      Purchase Price........................................
         8.5      Officer's Certificates................................
         8.6      Other Agreements......................................
         8.7      Pledge Agreement......................................

9.       Indemnification................................................
         9.1      Seller's Indemnification .............................
         9.2      Buyer's Indemnification ..............................
         9.3      Claims Period.........................................

10.      Termination....................................................
         10.1     Grounds for Termination..............................
         10.2     Effect of Termination.................................

11.      Exclusive Dealing and Recoupment of Expenses...................
         11.1     Exclusive Dealing.....................................
         11.2     Recoupment of Expenses................................

12.      Payment of Expenses; Sales and Transfer Taxes..................

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

14.      Amendment, Parties in Interest, Assignment, Etc................

15.      Interpretation................................................

16.      Remedies.......................................................

17.      Notices........................................................

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

19.      Consent to Jurisdiction; Service of Process, etc...............

20.      Headings; Gender...............................................


21.      Further Assurances.............................................

22.      Exhibits and Schedules.........................................

23.      No Benefit to Others...........................................

24.      Counterparts...................................................

25.      Survival.......................................................


<PAGE>


Exhibit

A        Pledge Agreement

Schedules

2.1      Permitted Encumbrances
2.1(a)   Real Property Owned
2.1(b)   Leased Property
2.1(c)   Equipment and Other Tangible Personal Property
2.1(d)   Contracts Relating to the Businesses
2.1(e)   Permits
2.1(f)   Inventory
2.2      Assumed Liabilities
2.6      Allocation of the Purchase Price
4.3      Consents and Approvals
4.5      Real Property
4.6(a)   Leased Property
4.6(b)  Tangible Personal Property Located Within the Leased Property.
4.8      Taxes
4.9(a)   Legal Proceedings and Compliance with Law
4.9(b)  Environmental Conditions



<PAGE>



                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of the 30th
day of  June,  1998,  by and  among  On  Stage  Entertainment,  Inc.,  a  Nevada
corporation  ("On Stage"),  On Stage  Theaters  Surfside  Beach,  Inc., a Nevada
corporation and On Stage Theaters North Myrtle Beach, Inc., a Nevada corporation
(On Stage  Theaters  Surfside  Beach,  Inc.,  and On Stage Theaters North Myrtle
Beach,  Inc., are hereinafter,  collectively  referred to as the "Buyers"),  and
Calvin Gilmore  Productions,  Inc., a Delaware corporation (f/k/a Great American
Entertainment Company) (the "Seller").

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

                                   Background

         The Seller  desires to transfer to the Buyers the Purchased  Assets (as
defined  herein) in  exchange  for the  assumption  by the Buyers of the Assumed
Liabilities  (as defined  herein) and the payment by the Buyers of the  Purchase
Price (as defined herein), and the Buyers desire to acquire the Purchased Assets
and assume the Assumed Liabilities from Seller, all in accordance with the terms
and conditions set forth in this Agreement.

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

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

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

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

         "Assumed Liabilities" is defined in Section 2.2.

         "Business Day" means a day other than a Saturday,  Sunday or any day on
which the principal commercial banks located at Myrtle Beach, South Carolina are
not open for business during normal banking hours.

         "Buyers" is defined in the preamble.

         "Commitments" is defined in Section 7.8.

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

         "Closing" is defined in Section 3.1.

         "Closing Date" means the date of the Closing.

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

         "Commission" means the U.S. Securities and Exchange Commission.

         "Common Stock" means the common stock,  par value $.01 per share, of On
Stage.
<PAGE>


         "Confidential  Information" means any confidential information or trade
secrets  of  the  business,  including,  without  limitation,   information  and
knowledge  pertaining to products and services  offered,  innovations,  designs,
ideas,  plans,  trade  secrets,  proprietary  information,  know-how  and  other
technical information,  advertising,  marketing plans and systems,  distribution
and sales  methods and systems,  sales and profit  figures,  customer and client
lists, and relationships  with dealers,  distributors,  wholesalers,  customers,
clients, suppliers and others who have dealings with the business.

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

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

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

         "Eddie Miles Sublease"  means that certain  Sublease  Agreement,  dated
August 22, 1996, between Seller and Eddie Miles Entertainment, Inc.

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

         "Environmental Condition" is defined in Section 4.9(b).

         "Environmental Law" is defined in Section 4.9(b).

         "Escrow Agent" means Nelson, Mullins, Riley & Scarborough, LLP.

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

         "Excluded Liabilities" is defined in Section 2.3.

         "FFWW" means Fox Family Worldwide Inc.

         "GAAP" means generally accepted accounting principles.

         "Hazardous  Substances" means (i) any "hazardous substances" as defined
by the federal Comprehensive Environmental Response,  Compensation and Liability
Act, 42 U.S.C.  ss.ss. 9601 et seq., (ii) any "extremely  hazardous  substance,"
"hazardous  chemical,"  or "toxic  chemical"  as those  terms are defined by the
federal Emergency  Planning and Community  Right-to-Know  Act, 42 U.S.C.  ss.ss.
11001 et seq.,  (iii) any "hazardous  waste," as defined under the federal Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42
U.S.C.  ss.ss.  6901 et seq., (iv) any "pollutant," as defined under the federal
Water  Pollution  Control  Act,  33  U.S.C.  ss.ss.  1251 et  seq.,  and (v) any
regulated  substance  or waste  under any Laws or Court  Orders  that  currently
exist.

         "Indemnified Party" is defined in Sections 9.1 and 9.2.

         "Intellectual  Property"  means any  copyrights,  patents,  trademarks,
technology  rights  and  licenses,  trade  secrets,  franchises,   know-how  and
formulae,  inventions,  inventional disclosures,  designs, processes,  drawings,
specifications,   patterns,   brand  names,   service  marks,  logos  and  other
intellectual property exclusively related to the Purchased Assets.

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


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

         "Leased Property" is defined in Section 2.1(b).

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

         "Litigation"   means  any  lawsuit,   claim,   action,   investigation,
arbitration,  administrative or other proceeding or criminal  prosecution or, to
the knowledge of an applicable  Party, any governmental or regulatory  authority
investigation or inquiry.

         "On Stage" is defined above in the preamble.

         "On Stage Lease" means that certain  lease dated  January 11, 1995,  by
and between On Stage and the Seller, and any amendments thereto .

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

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

         "Permitted Encumbrance" is defined in Section 2.1.

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

         "Pledge  Agreement" means the Pledge Agreement  between the Buyers,  On
Stage and the Seller, in the form of Exhibit "A" hereto.

         "Purchase Cash" is defined in Section 2.5(a).

         "Purchase Price" is defined in Section 2.5.

         "Purchased Assets" is defined in Section 2.1.

         "Real Property" is defined in Section 2.1(a).

         "Required Consents" is defined in Section 4.3.

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

         "Seller" is defined above in the preamble.

         "Shares" means 206,612 shares of Common Stock of On Stage.

         "Taxes" means any taxes, duties, assessments,  fees, levies, or similar
governmental charges,  together with any interest,  penalties,  and additions to
tax, imposed by any taxing  authority,  wherever located (i.e.  whether federal,
state, local, municipal,  or foreign),  including,  without limitation,  all net
income,  gross income,  gross  receipts,  net receipts,  sales,  use,  transfer,
franchise,   privilege,  profits,  social  security,  disability,   withholding,
payroll,   unemployment,   employment,  excise,  severance,  property,  windfall
profits, value added, ad valorem,  occupation, or any other similar governmental
charge or imposition.

2.       Purchase and Sale of the Purchased Assets.

         2.1 The Purchased  Assets.  Subject to the terms and conditions of this
Agreement,  at the  Closing,  the Seller shall grant,  sell,  assign,  transfer,
convey  and  deliver to the  Buyers,  or one or more  wholly-owned  subsidiaries
thereof, free and clear of all Encumbrances whatsoever, other than the permitted
Encumbrances set forth on Schedule 2.1 (the "Permitted  Encumbrances"),  and the
Buyers shall purchase from the Seller, all of Seller's right, title and interest
in and to the following assets (collectively, the "Purchased Assets"):
<PAGE>

                  (a) Real Property.  Good,  marketable and insurable fee simple
title to the real property  commonly  known as "The Legends in Concert  Theater"
and more  particularly  described  on  Schedule  2.1(a)  (the "Real  Property"),
together  with the  buildings,  structures,  improvements  and fixtures  located
thereon,  and all rights,  privileges,  easements,  licenses,  hereditaments and
other appurtenances relating thereto,  subject to the Permitted Encumbrances and
the items set forth as title exceptions on Schedule B-II of the title commitment
to be obtained by the Buyers in connection with the transaction;

                (b) Leased  Property.  An  insurable  leasehold  interest to the
leased   property   commonly  known  as  the  "Eddie  Miles  Theater"  and  more
particularly described on Schedule 2.1(b) (the "Leased Property"), together with
the Seller's  interest in the buildings,  structures,  improvements and fixtures
located thereon, and all rights, privileges,  easements, licenses, hereditaments
and other appurtenances relating thereto,  subject to the Permitted Encumbrances
and the  items  set  forth as title  exceptions  on  Schedule  B-II of the title
commitment to be obtained by the Buyers in connection with the transaction;

                  (c)  Equipment  and  Other  Tangible  Personal  Property.  The
equipment,  leasehold improvements,  removable fixtures, trade fixtures, theater
related equipment,  lighting fixtures, supplies, furniture and office equipment,
computers and telecommunications  equipment and other items of personal property
described on Schedule 2.1(c);

                  (d)  Contracts  Relating  to  the  Purchased  Assets.  All  of
Seller's  interest in all  Contracts,  leases of  equipment  and other  personal
property, sale orders, purchase orders,  commitments,  instruments and all other
agreements, listed on Schedule 2.1(d);

                (e) Permits. All rights under Permits listed on Schedule 2.1(e),
to the extent such Permits are transferable to the Buyers;

                  (f)      Inventory.  The Inventory listed on Schedule 2.1(f).

         2.2 Assumed  Liabilities.  At the Closing,  the Buyers shall assume and
thereafter in due course timely pay and fully satisfy the obligations  specified
on Schedule 2.2 relating to the Purchase Assets (the "Assumed Liabilities").

         2.3 Excluded Liabilities. Except as expressly set forth in Section 2.2,
the Buyers  shall not, by virtue of their  purchase of the  Purchased  Assets or
otherwise in connection with this transaction,  assume or become responsible, in
whole  or in part,  for any  Liabilities  (the  "Excluded  Liabilities")  of the
Seller,  arising out of or in connection with the Purchased  Assets,  including,
without  limitation:  (a)  Liabilities for any Taxes (other than those Taxes for
which the payment  thereof is being  prorated  between the Buyers and the Seller
and which will be reflected as an adjustment to the Purchase  Price  pursuant to
Section  2.5(a)  hereof;  (b)  Liabilities  relating to any  employment or labor
claim;  (c)  Liabilities  relating  to  the  violation  of  any  Law;  (d)  tort
Liabilities;  (e)  Liabilities  from claims arising under any Contract or Permit
not  expressly  assumed  by the Buyers  hereunder;  (f)  Liabilities  for claims
arising  under any  Contract or Permit to the extent such claim is based on acts
or omissions of any Person which occurred prior to the Closing;  (g) Liabilities
related  to any  litigation,  the cause of action for which  arose  prior to the
Closing;  and (h) Liabilities for any accounts payable or indebtedness for money
borrowed in relation to the Purchased Assets.

         2.4  Consent  of Third  Parties.  Nothing  in this  Agreement  shall be
construed  as an attempt by the Seller to assign to the Buyers any  Contract  or
Permit  included  in  the  Purchased  Assets  that  is by  its  terms  or by Law
nonassignable  without the  consent of any other  party or parties,  unless such
consent or approval  shall have been given,  or as to which all the remedies for
the  enforcement  thereof  available  to the Seller would not by Law pass to the
Buyers as an incident  of the  assignments  provided  for by this  Agreement  (a
"Non-Assignable Contract").

         2.5 Purchase  Price.  In addition to assuming the Assumed  Liabilities,
the  aggregate  price to be paid by the  Buyers  to the  Seller  (the  "Purchase
Price") for the purchase of the Purchased Assets shall be the Purchase Cash plus
the Shares. The Buyers shall pay the Purchase Price as set forth below.
<PAGE>


                (a)  Purchase  Cash.  At the  Closing,  the Buyers shall pay the
Purchase Cash by a wire transfer of  immediately  available  funds to an account
specified by the Seller.  As used in this  Agreement,  the term "Purchase  Cash"
shall mean the amount of $1,000,000 less all of the following  amounts:  (i) the
amount of all deposits held by or on behalf of the Seller  respecting any of the
Purchased Assets,  and all interest earned thereon as of the date of the Closing
and not  heretofore  paid to On Stage)  (including,  but not limited to; (x) the
$62,636.37  security  deposit  held by or on behalf of Seller  pursuant  to that
certain  Lease  Agreement  dated  January  11,  1995,   between  Great  American
Entertainment Company and On Stage, and (y) the $60,000 security deposit held by
or on behalf of Seller pursuant to that certain Sublease  Agreement dated August
22,  1996,   between   Calvin   Gilmore   Productions,   Inc.  and  Eddie  Miles
Entertainment,  Inc.,  and which  amount  Buyer shall hold in escrow as security
deposit under the terms of the Sublease Agreement;  (ii) prorations,  determined
as of the Closing,  of all real estate taxes and  assessments,  both general and
special,  water charges and sewer rents, whether or not then due or payable, and
all other normally proratable items, based upon the latest assessments or actual
invoices  available  (should any such  proration  be  inaccurate  based upon the
actual tax bill or  assessment  when  received,  any party hereto may demand and
shall be entitled to receive on demand, a payment from the other correcting such
inaccuracy),  (iii) any fees,  taxes,  impact fees,  assessments,  delinquent or
otherwise,  attributable  to a period prior to Closing,  (iv) any other land use
charges  attributable to any period prior to Closing, (v) all necessary State of
South Carolina,  county and municipal transfer,  document stamp and/or recording
taxes  incident  to the  transaction  contemplated  in this  Agreement  normally
attributable  to the  grantor,  (vi)  one-half of the cost of any escrow fee and
charges of any escrow  agent,  regardless of whether or not such escrow agent is
also counsel for any party hereto, the issuer of the Commitments or the agent of
such issuer and (vii) any monies  collected by Seller on behalf of On Stage from
prepaid ticket sales to shows at The Legends in Concert Theater. The Buyers will
indemnify  the Seller in the event of any damages  suffered by the Seller  which
arise as a result  of the  failure  by the  Buyers  to pay any  item  which  was
prorated as provided in this Section  2.5(a),  but only to the extent and not to
exceed the amount by which such item reduced the Purchase Price.

                (b) Shares. At the Closing,  On Stage shall issue and deliver to
the Seller a certificate for the Shares.

                  (c) Financing / Additional Shares. The Buyers shall obtain the
Purchase Cash through  financing  having terms  reasonably  satisfactory  to the
Buyers and in an amount at least equal to $1,100,000.  However, in the event the
Buyers are unable to obtain said financing, the Seller may at its option accept,
in lieu of the Purchase Cash,  additional shares of On Stage Common Stock having
an aggregate  value equal to the Purchase  Cash (which value of said  additional
shares shall be based on the average  closing price per share of On Stage Common
Stock  as  quoted  on the  Nasdaq  National  Market  for the five  trading  days
immediately prior to the date of execution of this Agreement).

         2.6  Allocation  of the Purchase  Price.  The  Purchase  Price shall be
allocated  among the Purchased  Assets as set forth on Schedule 2.6 hereto.  The
Seller and the Buyers shall prepare their  respective  Federal,  state and local
tax returns  employing  the  allocation  set forth on Schedule 2.6 and shall not
take a position in any tax  proceeding or otherwise  that is  inconsistent  with
such  allocation.  The Seller and the Buyers  shall give  prompt  notice to each
other of the  commencement  of any tax audit or the  assertion  of any  proposed
deficiency or adjustment by any taxing authority or agency which challenges such
allocation.

         2.7 Pledge  Agreement.  The Shares delivered to the Seller as a portion
of the Purchase Price will be subject to a Pledge  Agreement in order to support
the indemnification obligations of the Seller.

3.       Closing.

         3.1 Location,  Date. The closing of this  transaction  (the  "Closing")
shall take place at the offices of Nelson,  Mullins, Riley & Scarborough,  LLP.,
Myrtle Beach,  South  Carolina,  at 2:00 P.M.  local time on June 30, 1998 or on
such earlier date upon the  satisfaction  of (or waiver by the party entitled to
the benefit of) the  conditions  set forth in Sections 7 and 8, or at such other
place, date and time as the Seller and the Buyers may agree in writing.
<PAGE>


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

        (a)  the Buyers and On Stage,  shall deliver or cause to be delivered to
             the Seller:

             (i)  the cash portion of the Purchase Price;

             (ii) the Shares;

             (iii) the certificate specified in Section 8.5; and

             (iv) the Pledge Agreement and such other agreements,  documents and
                  instruments  contemplated  by this  Agreement  and such  other
                  items as may be reasonably requested by the Seller.

        (b)  the Seller shall deliver or cause to be delivered to the Buyers and
             On Stage:

             (i)  the certificate specified in Section 7.4;

             (ii) a  bill  of  sale  and  assignment  and  assumption  agreement
                  transferring all of Seller's right,  title and interest in and
                  to the  Purchased  Assets  in form  and  substance  reasonably
                  satisfactory to the Buyers;

             (iii)a special  warranty deed as to the Real Property  owned by the
                  Seller  in  fee  simple  in  form  and  substance   reasonably
                  satisfactory to the Buyers;

             (iv) an assignment and assumption  agreement and the subordination,
                  attornment and non-disturbance  agreement regarding the Leased
                  Property in form and substance reasonably  satisfactory to the
                  Buyers;

             (v)  a  termination  agreement  (in form and  substance  reasonably
                  satisfactory to On Stage) evidencing the termination of all of
                  the  provisions  of the On Stage Lease,  with the exception of
                  Section 33. of said On Stage Lease which shall  remain in full
                  force and effect  notwithstanding  the  termination  of the On
                  Stage Lease;

             (vi) all estoppel  certificates and consents to assignment from any
                  and all  mortgagees,  lessors,  lessees and or  sub-lessees as
                  Buyers may have requested in connection with the Real Property
                  or the  Leased  Property,  in form  and  substance  reasonably
                  satisfactory to the Buyers; and

             (vii)the Pledge Agreement and such other agreements,  documents and
                  instruments  contemplated  by this  Agreement  and such  other
                  items as may be reasonably requested by the Buyers.

         4.  Representations  and  Warranties  of the Seller.  The Seller hereby
represents and warrants to the Buyers as follows:

         4.1  Corporate  Status.  The Seller is a  corporation  duly  organized,
validly  existing  and in  good  standing  under  the  laws of  Delaware  and is
qualified  to do business as a foreign  corporation  and is in good  standing in
each jurisdiction where failure to do so would have a material adverse effect on
its ability to convey the Purchased Assets.  The Charter Documents and bylaws of
the Seller  that have been  delivered  to the  Buyers as of the date  hereof are
effective under applicable Laws and are current, correct and complete.

         4.2 Authorization.  The Seller has the requisite power and authority to
own its  property  and carry on its  business  as  currently  conducted,  and to
execute and deliver this  Agreement  and the  documents  related  thereto and to
which it is a party and to perform the  transactions to be performed by it. Such
execution,  delivery and  performance by the Seller has been duly  authorized by
all necessary  action.  Each document executed and delivered by the Seller as of
the date  hereof  has  been  duly  executed  and  delivered  by the  Seller  and
constitutes a valid and binding obligation of the Seller, enforceable against it
in accordance with its terms,  except to the extent that  enforceability  may be
limited by bankruptcy or other similar laws and by general principles of equity.
<PAGE>


         4.3  Consents  and  Approvals.  Except for the  consents  specified  in
Schedule 4.3 (the  "Required  Consents"),  neither the execution nor delivery by
Seller of this  Agreement  or the  documents  related  thereto  to which it is a
party, nor the performance of the transactions to be performed by it thereunder,
will require any filing, consent or approval,  constitute a Default or cause any
payment obligation to arise under (a) any Law or Court Order to which the Seller
is  subject,  (b) the  Charter  Documents  or  bylaws  of the  Seller or (c) any
Contract, Permit or other document to which Seller is a party or by which any of
the Purchased Assets may be subject.

         4.4 Title to Assets  and  Related  Matters.  The  Seller  owns and will
transfer to the Buyers at the Closing good,  marketable and  indefeasible  title
to, or with respect to leased assets included in the Purchased  Assets,  a valid
leasehold  interest in, subject to the terms and conditions of such leases,  all
of the Purchased Assets, free and clear of all Encumbrances other than Permitted
Encumbrances. The use of the Purchased Assets is not subject to any Encumbrances
(other than Permitted  Encumbrances),  and such use does not materially encroach
on the property or rights of any other Person.  All Purchased  Assets are in the
possession  or under the  control of the  Seller,  except to the extent that any
such  Purchased  Asset is  currently  under lease to Eddie Miles  Entertainment,
Inc., or to On Stage or any affiliate thereof.

         4.5  Real  Property.   Schedule  4.5  sets  forth  the  complete  legal
description of the Real Property  described in Schedule 2.1(a) and a description
of the improvements  (including  buildings and other structures)  located on the
Real Property.  The Seller has received no notices,  oral or written, and has no
actual knowledge, without any duty of inquiry, that any governmental body having
jurisdiction   over  the  Real  Property   intends  to  exercise  the  power  of
expropriation  or eminent  domain or a similar  power with respect to all or any
part of the Real Property.  The Seller has received no notices, oral or written,
from any  governmental  body, and has no actual  knowledge,  without any duty of
inquiry,  that any of the Real Property or any improvements  erected or situated
thereon,  or the uses conducted  thereon or therein,  violate,  or in the future
will violate,  any Laws of any governmental  body having  jurisdiction over such
Real  Property.  The  Seller  has  received  no  notice  from the  holder of any
mortgage,  from any insurance  company which has issued a policy with respect to
the  Real  Property  or from any  board  of fire  underwriters  (or  other  body
exercising similar  functions)  claiming any defects or deficiencies in the Real
Property or suggesting or requesting the performance of any repairs, alterations
or other work to the Real Property.  Except as stated in this section,  the Real
Property and the tangible  personal  property  located therein is being conveyed
"as is" with all defects.

         4.6 Leased  Property.  Schedule  4.6(a) sets forth the  complete  legal
description  of  the  Leased  Property   described  in  Schedule  2.1(b)  and  a
description  of the  improvements  (including  buildings  and other  structures)
located on the Leased  Property.  To the best of Seller's  knowledge and belief,
and  subject  to the  findings  made by Rishel  Engineers  as set forth in their
report to On Stage dated April 20, 1998,  all of the  buildings  and  structures
included in the Leased  Property  are, in all  material  respects,  structurally
sound,  and  all  of  the  heating,  ventilating,  air  conditioning,  plumbing,
sprinkler,  electrical and drainage systems,  elevators and roofs, and all other
fixtures,  equipment  and systems at or serving the Leased  Property are, in all
material  respects,  in working order and are adequate for the use of the Leased
Property by the Seller and its tenant in  conducting  business,  and there is no
condition  that will result in the  termination  of the present  access from the
Leased  Property to any utility  services and other  facilities that service the
Leased Property.  To the best of Seller's knowledge and belief,  there exists no
item or matter  (other than normal wear and tear) that would  prevent the Leased
Property  from being  operated  in the future in the same manner in which it has
been operated in the past, whether or not the transactions  contemplated by this
Agreement  are  consummated.  Notwithstanding  the  foregoing,  Seller  makes no
representation  or warranty  regarding  the impact  that  changes in the general
economic  condition or an increase in  competition  may have on the operation of
the Leased Property.
<PAGE>


The  Seller  has  received  no  notices,  oral or  written,  and  has no  actual
knowledge,  without  any duty of  inquiry,  that any  governmental  body  having
jurisdiction  over  the  Leased  Property  intends  to  exercise  the  power  of
expropriation  or eminent  domain or a similar  power with respect to all or any
part of the Leased  Property.  The  Seller  has  received  no  notices,  oral or
written,  from any governmental body and has no actual knowledge that any of the
Leased Property or any  improvements  erected or situated  thereon,  or the uses
conducted thereon or therein,  violate, or in the future will violate,  any Laws
of any governmental  body having  jurisdiction  over such Leased  Property.  The
Seller  has  received  no  notice  from the  holder  of any  mortgage,  from any
insurance  company which has issued a policy with respect to the Leased Property
or from  any  board of fire  underwriters  (or  other  body  exercising  similar
functions)  claiming  any  defects or  deficiencies  in the Leased  Property  or
suggesting or requesting the  performance  of any repairs,  alterations or other
work to the Leased Property.  Except as set forth on Schedule 4.6(b),  each item
of tangible personal  property included in the Purchased Assets,  located within
the Leased  Property and having a  replacement  value  greater than $1,000 is in
working order.

         4.7  Liabilities.  Except as  specified  on Schedule  2.2,  none of the
Purchased Assets are subject to any Liabilities.

         4.8 Taxes.  Except as set forth on  Schedule  4.8,  the Seller has duly
filed all returns for Taxes that are required to be filed and has paid all Taxes
shown as being due  pursuant  to such  returns  or  pursuant  to any  assessment
received,  that  relate  to the  Purchased  Assets.  All  Taxes  related  to the
Purchased  Assets that Seller has been required by Law to withhold or to collect
have been duly withheld and collected and have been paid or will be paid over to
the  proper  governmental  authorities  on  or  before  Closing.  There  are  no
proceedings or other actions, nor to Seller's knowledge,  is there any basis for
any  proceedings  or  other  actions,  for  the  assessment  and  collection  of
additional Taxes of any kind with respect to the Purchased Assets.

         4.9 Legal Proceedings and Compliance with Law.

                  (a)  Except  as set  forth  on  Schedule  4.9(a),  there is no
Litigation  that is pending or, to Seller's  knowledge  without duty of inquiry,
threatened against or related to Seller with respect to the Purchased Assets. To
Seller's knowledge,  there has been no material Default under any Law applicable
to the Purchased Assets,  including any Law relating to protection or quality of
the environment,  and Seller has received no notice from any governmental entity
regarding  any  alleged  Default  or  investigation  under  any  written  order,
instruction  or direction  pursuant to, any Law.  There has been no Default with
respect to any Court Order applicable to the Purchased Assets.

                  (b) Without limiting the generality of Section 4.9(a),  except
as  described  on Schedule  4.9(b),  and subject to those items set forth in the
Phase I  Environmental  Site  Assessment  Reports of the Real  Property  and the
Leased  Property  dated May 4, 1998 and prepared by Paul Booth,  Jr.  Ph.D.,  of
Wetland and Environmental  Services,  to the best of Seller's  knowledge without
duty of  inquiry,  there has not been any  Environmental  Condition  at the Real
Property or the Leased  Property,  nor has Seller received written notice of any
such Environmental Condition or any investigation, to determine whether any such
Environmental Condition exists. "Environmental Condition" means any condition or
circumstance, including the presence of Hazardous Substances, whether created by
the Seller or any third party, at or relating to the Real Property or the Leased
Property that would (i) require  abatement or correction  under an Environmental
Law, (ii) give rise to any civil or criminal  liability  under an  Environmental
Law, or (iii) create a public or private nuisance. "Environmental Law" means all
Laws and Court Orders  relating to protection or quality of the  environment  as
well as any principles of common law under which a Person may be held liable for
the release or discharge of any materials into the environment.

                  (c)  The  Seller  has  delivered  to the  Buyers  correct  and
complete  copies of all  written  reports,  studies or  assessments  in Seller's
possession  or control that relate to any  Environmental  Condition.  The Seller
knows of no other written reports,  studies or assessments,  whether in Seller's
possession or control, that relate to any Environmental Condition.
<PAGE>


                  (d) To the best of Seller's knowledge without duty of inquiry,
Seller has obtained and is in material compliance with all Permits, all of which
are listed on Schedule 2.1(e) along with their respective expiration dates, that
are  required  for the  ownership  of the  Purchased  Assets.  The  Permits  are
currently  valid and in full force and Seller has filed such timely and complete
renewal  applications as may be required with respect to the respective Permits.
To Seller's knowledge, no revocation, cancellation or withdrawal of a Permit has
been threatened.

         4.10 Seller Not in Default under any Contract.  Seller has not received
any  communication  from,  or  given  any  communication  to,  any  other  party
indicating  that Seller or such other  party,  as the case may be, is in Default
under any Contract relating to the Purchased Assets and, to the best of Seller's
actual knowledge without duty of inquiry,  none of the other parties to any such
Contract to which Seller is a party is in Default thereunder.

         4.11  Finder's  Fees.  No  Person,  retained  by  Seller  is or will be
entitled to any  commission or finder's or similar fee in  connection  with this
transaction.
         4.12     Investment Representations.

             (a) Seller has not relied on any purchaser representative, On Stage
or the Buyers,  in  connection  with the  acquisition  of the Shares  hereunder.
Seller (i) has such  knowledge,  sophistication  and  experience in business and
financial  matters that it is capable of  evaluating  the merits and risks of an
investment in the Shares, (ii) fully understands the nature,  scope and duration
of the  limitations  on transfer  contained in this Agreement and (iii) can bear
the economic  risk of an investment in the Shares and can afford a complete loss
of such investment.  Seller has had an adequate opportunity to ask questions and
receive answers from the officers of On Stage and the Buyers  concerning any and
all matters  relating to the transactions  described  herein  including  without
limitation  the  background  and  experience of the officers and directors of On
Stage,  the plans for the operations of the business of On Stage and the Buyers,
the business, operations and financial condition of On Stage and the Buyers, and
any plans for additional acquisitions and the like. Seller has asked any and all
questions in the nature  described in the  preceding  sentence and all questions
have been answered to its  satisfaction.  Seller  acknowledges  that neither the
officers of On Stage or the Buyers have  assured,  guaranteed  or otherwise  led
Seller to expect any  particular  level of  performance  in the market  value or
other value of the Shares.

                  (b) Seller  further  represents,  warrants,  acknowledges  and
agrees that it (i) is  acquiring  the Shares  under this  Agreement  for its own
account,  and not on behalf of other persons,  and for investment and not with a
view to the resale or  distribution  of all or any part of such  Shares and (ii)
will not sell or otherwise transfer the Shares unless, in the opinion of counsel
who is satisfactory to On Stage, the transfer can be made without  violating the
registration  provisions  of the  Securities  Act and the rules and  regulations
promulgated  thereunder.  Notwithstanding  the  foregoing,  the Seller  shall be
entitled from time to time, as may be required under certain loan agreements, to
assign the Shares to its lenders or lenders' agents as collateral.

                  (c) Seller  further  represents,  warrants,  acknowledges  and
agrees that it is making an  investment  decision  based solely on its review of
the SEC Reports (as defined in Section 5.5) and the terms of this  Agreement and
is not relying,  and has not relied,  upon anything  outside of the  immediately
aforementioned sources in making its investment decision.

         4.13  Restricted  Stock.  The Seller  acknowledges  and agrees that the
Shares will not be registered under the Securities Act and,  therefore,  may not
be sold,  assigned or transferred until duly registered under the Securities Act
or in a  transaction  exempt  from  registration.  The  parties  agree  that the
certificates representing Shares shall bear the following legend:

                               TRANSFER RESTRICTED

                  The  shares  represented  by this  certificate  have  not been
                  registered  under the Securities Act of 1933, as amended,  and
                  may not be sold, assigned or otherwise transferred unless duly
                  registered  under  such Act or upon  receipt by On Stage of an
                  opinion  of counsel  satisfactory  to On Stage that such sale,
                  assignment   or   transfer   may  be  made   exempt  from  the
                  registration requirements of such Act.
<PAGE>


         4.14 Full  Disclosure.  There are and will be no materially  misleading
statements in any of the  representations  and warranties made by Seller in this
Agreement  (including the Schedules and Exhibits  attached  hereto) or in any of
the  documents,  certificates  and  instruments  delivered or to be delivered by
Seller  pursuant to this  Agreement and Seller has not omitted to state any fact
necessary to make statements made herein or therein not materially misleading.

             50  Representations  and Warranties of On Stage and the Buyers.  On
Stage and the Buyers hereby represent and warrant to Seller as follows:

             5.1 Corporate Status.

             (a) The Buyers are  corporations  duly organized,  validly existing
and in good standing  under the laws of the State of Nevada and are qualified to
do  business  as  foreign   corporations  and  are  in  good  standing  in  each
jurisdiction  where  failure to do so would have a  material  adverse  effect on
their ability to comply with their  obligations to Seller under this  Agreement.
They  have the  requisite  power and  authority  to  execute  and  deliver  this
Agreement and the documents related thereto and to which they are parties and to
perform the transactions to be performed by them thereunder, and such execution,
delivery  and  performance  by them has been duly  authorized  by all  necessary
corporate action.

             (b) On Stage is a corporation duly organized,  validly existing and
in good  standing  under the laws of the State of Nevada and is  qualified to do
business as a foreign  corporation and is in good standing in each  jurisdiction
where  failure to do so would have a material  adverse  effect on its ability to
comply with its obligations to Seller under this Agreement. It has the requisite
power and  authority  to execute and deliver all the  documents to which it is a
party and to perform the transactions to be performed by it thereunder, and such
execution,  delivery  and  performance  by it have been duly  authorized  by all
necessary corporate action.

         5.2 Enforceability. This Agreement to which the Buyers and On Stage are
a party constitutes their valid and binding obligation, enforceable against them
in  accordance  with its terms  except to the  extent  such  enforcement  may be
limited by the  applications  of  bankruptcy  laws and similar laws  relating to
creditor's rights or the application of equitable principles.

         5.3 Consents and  Approvals.  Neither the execution and delivery by the
Buyers and On Stage of this Agreement or the related documents to which they are
a party,  nor their  performance  of the  transactions  to be  performed by them
hereunder  or  thereunder,  will  require  any  filing,  consent or  approval or
constitute a Default under (a) any Law or Court Order to which they are subject,
(b) their  Charter  Documents  or bylaws  or (c) any  Contract,  Permit or other
document to which they are a party or by which their  properties or other assets
may be subject.

         5.4 Capital Stock Ownership.  The total authorized  capital stock of On
Stage  consists of  25,000,000  shares of Common  Stock (of which  approximately
7,190,738 shares were issued and outstanding as of December 31, 1997), 1,000,000
shares of  preferred  stock,  par value  $.01 per share (of which no shares  are
outstanding).  As of April  21,  1998,  On Stage  had  outstanding  options  and
warrants  to  purchase  3,354,828  shares of  Common  Stock.  All of On  Stage's
outstanding  shares of Common  Stock are and will be, upon  consummation  of the
transactions  contemplated  by this Agreement,  duly and validly  authorized and
issued,  fully paid and  non-assessable.  Upon completion of this transaction at
the Closing,  the Seller shall have  received  valid title to the Shares  (which
Shares  shall  represent  2.79% of the  7,397,350  number  of shares of On Stage
Common  Stock then issued and  outstanding)  free and clear of all  Encumbrances
(other than restrictions  imposed generally by applicable  securities laws). The
Shares when issued shall be duly and validly  authorized and issued,  fully paid
and non-assessable.
<PAGE>


         5.5 SEC Filings. On Stage has heretofore delivered or made available to
Seller,  in the form filed with the  Commission,  together  with any  amendments
thereto,  (i) its final  prospectus  dated  August 13,  1997,  (ii) its Year End
Report on Form 10-KSB, as amended,  for the fiscal year ended December 31, 1997,
(iii) the Form 8-K report, as amended,  reflecting the financial  information of
Gedco USA,  Inc.,  and (iv) the  Quarterly  Report on Form 10-QSB for the fiscal
quarter ended March 31, 1998 (collectively,  the "SEC Reports"). The SEC Reports
were  prepared   substantially  in  accordance  with  the  requirements  of  the
Securities  Act or the  Exchange  Act,  as the case may be,  and the  rules  and
regulations  promulgated under such act, and did not at the time they were filed
contain any untrue statement of a material fact or omit to state a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and there have occurred no material  changes since such disclosures
were made.

         5.6 Finder's Fees. No Person  retained by either the Buyers or On Stage
is or  will  be  entitled  to any  commission  or  finder's  or  similar  fee in
connection with this transaction.

         5.7 Full Disclosure.  There are and will be, at the time of Closing, no
materially  misleading  statements in any of the  representations and warranties
made by the Buyers or On Stage in this Agreement, the SEC Reports (including the
Schedules  and  Exhibits,  attached  hereto  and  thereto),  or in  any  of  the
documents,  certificates  and  instruments  delivered or to be delivered by them
pursuant to this Agreement and they have not omitted to state any fact necessary
to make statements made herein or therein not materially misleading.

         5.8  Financing.  The Buyers  have  applied for  financing  and will use
reasonable efforts to obtain the same under terms reasonably satisfactory to the
Buyers and in an amount at least equal to $1,100,000.

60       Certain Agreements.

         6.1 Access.  Between the date of this  Agreement  and the Closing Date,
the Seller,  upon reasonable advance notice from the Buyers,  shall (a) give the
Buyers and their authorized  representatives and legal counsel reasonable access
during normal  business hours to the Real  Property,  the Leased  Property,  the
Purchased  Assets,  and to all  books,  contracts  and  records  related  to the
Purchased  Assets,  (b) permit the Buyers to make inspections  thereof,  and (c)
cause their  officers and advisors to furnish the Buyers with such financial and
operating data and other information with respect to the Purchased Assets and to
discuss with the Buyers and their authorized  representatives  and legal counsel
issues relating to the Purchased Assets, all as the Buyers may from time to time
reasonably  request.  For a period of three years following Closing,  the Seller
shall give the Buyers access to all records relating to the Purchased Assets and
allow the Buyers to make copies, at the Buyers' expense, of such records. In the
event the Seller,  subsequent to having  provided the Buyers with access to said
records,  needs to obtain  copies of said  records,  the  Buyers  will allow the
Seller to make such copies, at the Seller's expense.

         6.2  Exclusivity.  From  the  date  hereof  until  the  earlier  of the
consummation of the Closing or the termination of this Agreement, neither Seller
nor any of its  respective  agents  shall,  directly or  indirectly,  solicit or
negotiate  or enter into any  agreement  with any other  Person,  or provide any
nonpublic  information to any other Person, with respect to or in furtherance of
any proposal for a merger or business combination  involving,  an acquisition of
any  interest in, or (except in the  ordinary  course of  business)  sale of the
Purchased  Assets  except for the  acquisition  of the  Purchased  Assets by the
Buyers.

             6.3 Update Schedules. Between the date hereof and the Closing Date,
Seller  shall  promptly  disclose to the Buyers in writing any  information  set
forth in the Schedules  that is no longer  complete,  true or applicable and any
information  of the nature of that set forth in the Schedules  that arises after
the date  hereof  and that  would  have  been  required  to be  included  in the
Schedules if such information had been obtained on the date of delivery thereof.
<PAGE>


         6.4 Required Consents, Regulatory and other Approvals. The Seller shall
(i) take all commercially  reasonable steps necessary or desirable,  and proceed
diligently and in good faith and use all  commercially  reasonable  efforts,  as
promptly as  practicable to obtain the Required  Consents,  approvals or actions
of, to make all  filings  with,  and to give all  notices  to,  governmental  or
regulatory  authorities or any other Person required of the Seller to consummate
the transactions  contemplated  hereby,  (ii) provide such other information and
communications to such  governmental or regulatory  authorities or other Persons
as the Buyers or such  governmental  or regulatory  authorities or other Persons
may  reasonably  request in connection  therewith and (iii)  cooperate  with the
Buyers as promptly as practicable in obtaining the Required Consents,  approvals
or actions of, making all filings with, and giving all notices to,  governmental
or  regulatory  authorities  or other  Persons  required  in order to enable the
Buyers to operate the Purchased  Assets as they were operated on the date hereof
by the Seller and consummate the transactions  contemplated  hereby.  The Seller
shall  provide  prompt  notification  to the Buyers when any  Required  Consent,
approval,  action, filing or notice referred to in clause (i) above is obtained,
taken,  made or  given,  as  applicable,  and  will  advise  the  Buyers  of any
communications  (and,  unless  precluded  by Law,  provide  copies  of any  such
communications  that  are  in  writing)  with  any  governmental  or  regulatory
authority or other Person regarding any of the transactions contemplated by this
Agreement or any of the  documents  related  thereto.  Additionally,  the Buyers
shall take all commercially reasonable steps necessary or desirable, and proceed
diligently and in good faith and use all  commercially  reasonable  efforts,  as
promptly as practicable to assist the Seller in obtaining the Required Consents.

         6.5  Publicity.  For so long as this  Agreement  is in effect or Seller
owns any shares of On Stage,  neither the Seller nor On Stage nor the Buyers nor
any  Affiliates  which  they  respectively  control  shall  issue or  cause  the
publication of any press release or other public statement or announcement  with
respect to this  Agreement or the  transactions  contemplated  hereby or thereby
without the prior  consultation and mutual approval of the other parties hereto,
which such approval shall not be unreasonably withheld.

         6.6 Satisfaction of Liabilities. The Seller shall at the Closing, fully
satisfy  or cause  to have  been  satisfied  all  third  party  Liabilities  and
obligations  related  to  the  Purchased  Assets  which  are  not  also  Assumed
Liabilities.

         6.7 Restrictions on Transfer.  The Seller shall not, other than through
a private sale, until one year from the Closing Date, (i) offer,  pledge,  sell,
contract to sell,  sell any option or contract to purchase,  purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly,  any of the Shares or (ii) enter
into any swap or other agreement that transfers, in whole or in part, any of the
economic  consequences of ownership of the Shares,  whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of any of the
Shares,  in cash or otherwise,  without the prior  written  consent of On Stage,
which consent is not to be unreasonably withheld.

         6.8      Piggyback Registration.

             (a)  Commencing  on the  366th  day after  the  Closing  Date,  and
continuing  thereafter for a period of fifteen years, whenever On Stage proposes
to register any of its shares of the Common Stock under the  Securities  Act, it
will give prompt  notice to the Seller and, if permitted by the proposed form of
registration  statement,  will  include  in such  registration  (the  "Piggyback
Registration"),  subject to the  allocation  provisions  discussed  in  Sections
6.8(c),  any of  Seller's  Shares  acquired  as part of the  Purchase  Price  or
otherwise acquired within thirty (30) days from the Closing Date  (collectively,
the "Eligible Shares") with respect to which it has received written request for
inclusion  within 20 days  after  such  notice is given by On Stage.  (b) In all
Piggyback Registrations,  On Stage will pay the expenses related to registration
of the Eligible Shares (including, without limitation, On Stage's legal fees for
said registration);  provided,  however,  that Seller shall pay the underwriting
commissions  related to the registration of the Eligible Shares and the expenses
of Seller's counsel, if any.
<PAGE>


                  (c)   If  a   Piggyback   Registration   is  an   underwritten
registration on behalf of On Stage and the managing underwriter advises On Stage
in writing  that in the  underwriter's  opinion the number of  securities  to be
included  in such  registration  exceeds  the  number  that  can be sold in such
offering,  at a price  reasonably  related to fair value, On Stage will allocate
the  securities  to be included  as  follows:  first,  the  securities  On Stage
proposes  to sell on its own behalf;  and  second,  pro rata on the basis of the
number of shares of Common  Stock owned among (i) the other  Persons  selling in
the registration and (ii) the Seller.

                  (d)  If  any  Piggyback  Registration  is  underwritten,   the
selection of investment bank(s) and manager(s) and the other decisions regarding
the underwriting arrangements for the offering will be made solely by On Stage.

         6.9 Registration Rights.  Commencing on the 731st day after the Closing
Date, and continuing  thereafter for so long as Seller owns Eligible Shares, the
Seller may, upon written notice (a "Demand Notice") to On Stage, request that On
Stage effect the  registration  (at On Stage's expense) under the Securities Act
of all or part of the Eligible Shares held by the Seller.  On Stage will use all
reasonable  efforts to effect (at the earliest  possible date) the registration,
under the Securities Act, of such Eligible Shares (each, a "Registration").  Any
request  for  a   Registration   pursuant   to  this   Section  6.9  (a  "Demand
Registration") shall specify the number of Seller's Eligible Shares requested to
be registered and the intended method or methods of disposition.  On Stage shall
pay all registration expenses in connection with any Registration initiated as a
Demand  Registration,  provided,  however,  that  Seller may make one demand for
registration under this Section 6.9.

         6.10  Option.  In each  event that On Stage  shall  sell  shares of its
Common Stock prior to May 31, 2003,  the Seller shall have and is hereby granted
the right and  option to  purchase  from On Stage the number of shares of Common
Stock  which  shall be equal to the  number of  shares  sold by On Stage (in the
aggregate,  to the third party and the  Seller)  multiplied  times the  Seller's
Ownership  Percentage.  "Seller's Ownership Percentage" shall mean the number of
shares of Common Stock then owned by the Seller  divided by the number of shares
of Common Stock issued and outstanding prior to such sale. In each event that On
Stage  sells  shares of Common  Stock prior to May 31,  2003,  it shall give the
Seller  written  notice of the number of shares sold and the purchase  price per
share.  In the event that On Stage sold the shares for other than for cash,  the
Seller,  upon  exercise of the right and option  contained in this Section 6.10,
shall pay for each share a price equal to the average closing price per share as
quoted on the Nasdaq National Market for the five days immediately  prior to the
purchase  of such  shares.  The  option  set forth in this  Section  6.10 may be
exercised  by the  Seller at any time  within 20 days of the date of  receipt of
such notice from On Stage.  In order to exercise  such option,  the Seller shall
deliver a written  notice of exercise to On Stage  together with a check for the
aggregate purchase price of the shares to be purchased by it.

             6.11  Appointment  to Board of  Directors.  Within thirty (30) days
from the  Closing  Date,  On Stage  will  cause a nominee  of the  Seller or its
successor or assign, subject to the approval of On Stage's Board of Directors in
its reasonable discretion, to be elected to On Stage's Board of Directors and to
serve in such capacity until such  director's  seat is up for re-election by its
shareholders.  Notwithstanding  the foregoing,  (i) Mr. Mel Woods, the President
and COO of FFWW is hereby approved as a nominee,  (ii) any other officer of FFWW
holding  the rank of vice  president  or  higher  (unless  On  Stage's  Board of
Directors,  in its reasonable discretion,  has reason to believe that appointing
said  officer  would be  materially  detrimental  to the ongoing  business of On
Stage) is hereby approved as a nominee,  and (iii) Seller shall not nominate (x)
any of Seller's employees,  (y) any person whose election as director would have
an adverse effect on Buyer's  licenses or (z) any casino owner or employee.  For
so long as Seller and or any of its affiliates  owns 2.79% or more of the issued
and outstanding  shares of Common Stock of On Stage, On Stage's inside directors
will continue to nominate and recommend to its shareholders  the election,  as a
director,  Seller's  or any of its  affiliates'  nominee  (subject  to the above
conditions).

70       Conditions Precedent to Obligations of On Stage and the Buyers.

         All  obligations  of  the  Buyers  and  On  Stage  to  consummate  this
transaction  are  subject  to the  satisfaction  prior  thereto  of  each of the
following conditions (unless waived by the Buyers and On Stage or the Buyers and
On Stage  agree in  writing to extend the  Closing  Date,  all at their sole and
absolute discretion):
<PAGE>


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

         7.2  Representations and Warranties.  The Seller's  representations and
warranties set forth in this Agreement shall be true and correct in all material
respects on the date hereof and (except to the extent such  representations  and
warranties  speak as of an earlier  date)  shall also be true and correct in all
material   respects  on  and  as  of  the  Closing  Date  (except  as  otherwise
contemplated by this Agreement) with the same force and effect as if made on and
as of the Closing Date.

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

         7.4  Certificates.  The Buyers shall have received a  certificate  from
Seller's Secretary as to the effect set forth in Sections 7.2 and 7.3 hereof.
         7.5 Required Consents and Approvals.  All Required Consents,  approvals
and  actions of,  filings  with and notices to any  governmental  or  regulatory
authority  necessary  to permit  the  Buyers  and the  Seller to  perform  their
obligations  under this  Agreement  (i) shall have been duly  obtained,  made or
given,  (ii)  shall  be in form and  substance  reasonably  satisfactory  to the
Buyers, (iii) shall not be subject to the satisfaction of any condition that has
not been satisfied or waived and (iv) shall be in full force and effect, and all
terminations or expirations of waiting  periods  imposed by any  governmental or
regulatory   authority  necessary  for  the  consummation  of  the  transactions
contemplated  by this  Agreement  and the documents  related  thereto shall have
occurred.

             7.6 Third Party Consents. All consents (or in lieu thereof waivers)
to the performance by the Buyers and the Seller of their  obligations under this
Agreement or to the consummation of the transactions  contemplated hereby as are
required  under any Contract to which the Buyers or the Seller are a party or by
which any of the Purchased  Assets are bound (i) shall have been obtained,  (ii)
shall be in form and  substance  reasonably  satisfactory  to the Buyers,  (iii)
shall not be  subject to the  satisfaction  of any  condition  that has not been
satisfied or waived and (iv) shall be in full force and effect, except where the
failure  to  obtain  any such  consent  (or in lieu  thereof  waiver)  could not
reasonably  be  expected,  individually  or in the  aggregate  with  other  such
failures,  to materially  adversely affect the Buyers, the Purchased Assets, the
Assumed Liabilities or otherwise result in a material diminution of the benefits
of the transactions contemplated by this Agreement to the Buyers.

         7.7 Other  Agreements.  The Seller shall have executed and delivered to
the Buyers and On Stage,  in form and substance  reasonably  satisfactory  to On
Stage and the  Buyers,  (i) the  termination  agreement  regarding  the On Stage
Lease,  (ii) the  assignment  and  assumption  agreement and the  subordination,
attornment and non-disturbance agreement regarding the Leased Property and (iii)
the  assignment  and assumption  agreement  regarding the Eddie Miles  Sublease,
which  sublease  shall be amended such that both parties  shall have to agree to
extend  the  term of the  sublease  in order  for the  subtenant  thereunder  to
exercise a renewal option and,  furthermore,  shall have the payment obligations
of the subtenant thereunder guaranteed by Charles Dean.
<PAGE>


         7.8 Title  Insurance.  The Seller shall have  obtained and delivered to
the Buyers, at the Buyer's sole cost and expense,  the following title insurance
commitments  issued by  Commonwealth  Land Title Insurance  Company,  or another
title insurance company acceptable to the Buyers in their reasonable discretion:
(i) as to the Real  Property,  (a) a  commitment  for issuance of an ALTA Form B
Owner's  Policy  of  Title   Insurance  with  extended   coverage   showing  all
endorsements thereto which the Buyers may request, along with the legible copies
of all documents  shown as exceptions  thereto and (b) a commitment for issuance
of a 1970  ALTA  Form B  Mortgagee's  Policy of Title  Insurance  with  extended
coverage showing all endorsements  thereto which the Buyers' lender may request,
along with the legible copies of all documents shown as exceptions thereto;  and
(ii) as to the Leased Property,  (a) a commitment for issuance of an ALTA Form B
Leasehold  Owner's Policy of Title Insurance with extended  coverage showing all
endorsements thereto which the Buyers may request, along with the legible copies
of all documents  shown as exceptions  thereto and (b) a commitment for issuance
of a 1970 ALTA Form B  Leasehold  Mortgagee's  Policy  of Title  Insurance  with
extended coverage showing all endorsements  thereto which the Buyers' lender may
request,  along with the legible  copies of all  documents  shown as  exceptions
thereto (all of the foregoing  title  commitments may hereinafter be referred to
collectively as the  "Commitments").  In order to satisfy the provisions of this
Section  7.8,  each of the  Commitments  must (w) be  satisfactory,  in form and
substance,  to the Buyers in their reasonable discretion and the Buyers' lender,
in its sole and absolute  discretion,  (x) contain no exceptions to title or the
survey,  except for Permitted  Encumbrances and those exceptions approved by the
Buyers (subject to the last sentence of this Section 7.8) and Buyers' lender, at
any time  prior to  Closing,  and (y) have  the  appropriate  policies  of title
insurance  issued  pursuant  to  and  in  strict  accordance  with  each  of the
Commitments  at or  immediately  following  Closing,  provided that if the title
insurance  policies are to be issued immediately  following Closing,  the Buyers
and their lender shall each receive at Closing, for each Commitment, a "mark-up"
of the Commitment evidencing the form of the title insurance policy to be issued
pursuant to said  Commitment  and written  evidence  that gap  coverage  will be
provided.  Anything set forth in this Agreement to the contrary notwithstanding,
the Buyers shall have the right to terminate this Agreement by delivering notice
of such  termination  to the Seller  prior to the Closing if the Buyers in their
reasonable  discretion determine that any one or more of the Encumbrances (other
than the Permitted  Encumbrances)  or any title exception or other matters shown
on any of the  Commitments or the surveys are not acceptable to the Buyers.  The
Seller  covenants  that it  shall  cure all  title  exceptions  (other  than the
Permitted  Encumbrances) and other matters shown on any of the Commitments which
may be cured by payment of a sum of money not to exceed the Purchase Price or by
execution  of a document  requiring  the  signature  of no party  other than the
Seller or Seller's  mortgagee,  including any affidavits which may reasonably be
required by the title insurer  (including,  but not limited to, a standard title
insurance  company form of owner's  affidavit  to induce the  deletion  from the
Commitments  of any exception for parties in  possession  and for  mechanics' or
materialmen's liens).

         7.9  Estoppel  Certificates.  The Seller  shall have  delivered  to the
Buyers all estoppel  certificates  and consents to  assignment  from any and all
mortgagees,  lessors,  lessees and or sub-lessees as Buyers may have  reasonably
requested in connection with the Real Property or the Leased  Property,  in form
and substance reasonably satisfactory to the Buyers.

         7.10 Regulatory and other Approvals. The Buyers shall have obtained all
governmental and regulatory approvals,  actions,  Permits,  notices, licenses or
other authorizations required to operate the Purchased Assets in accordance with
their existing use.

         7.11 Right of First Negotiation with FFWW. The Seller shall have caused
FFWW to  grant  to On Stage a thirty  (30)  day  right of first  negotiation  to
acquire live  theatrical/stage  rights in all properties  (other than ice shows,
character appearances and promotional tours) owned and controlled by FFWW and to
which FFWW  desires to exploit such rights with a third party during a period of
five years from the Closing Date. 7.12 Financing. The Buyers shall have obtained
financing having terms reasonably satisfactory to the Buyers and in an amount at
least equal to  $1,100,000,  or, in the  alternative,  the  Seller,  at its sole
option and discretion, shall have agreed to obtain additional shares of On Stage
Common Stock, in lieu of the Purchase Cash, as provided in Section 2.5(c).

         7.13  Pledge  Agreement.  The  Seller  shall have  executed  the Pledge
Agreement.

         80 Conditions Precedent to Obligations of the Seller.
<PAGE>


         All of Seller's  obligations to consummate this transaction are subject
to the satisfaction  prior thereto of each of the following  conditions  (unless
waived by the Seller or the Seller agrees in writing to extend the Closing Date,
all at the Seller's sole and absolute discretion):

         8.1 Legality. No Law or Court Order shall be pending or threatened that
prevents or that seeks to restrain the consummation,  or challenges the validity
or legality, of this Agreement or the transactions contemplated hereunder.

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

         8.3 Agreements, Conditions and Covenants. The Buyers and On Stage shall
have  substantially  performed or complied with all  agreements,  conditions and
covenants  required by this  Agreement to be  performed  or complied  with on or
before the Closing Date, including the delivery of the Purchase Price.

         8.4 Purchase  Price.  The Buyers shall have delivered to the Seller the
Purchase Price and On Stage shall have delivered a certificate  representing the
Shares, free and clear of all liens and encumbrances.

         8.5 Officer's Certificates. The Seller shall have received certificates
of the  Secretary  of the  Buyers  and On Stage as to the  effect  set  forth in
Sections 8.2 and 8.3 hereof.

         8.6 Other  Agreements.  The Buyers and On Stage shall have executed and
delivered to the Seller the termination  agreement  regarding the On Stage Lease
and the assignment and assumption  agreement  regarding the Leased Property,  in
form and substance reasonably satisfactory to the Seller.

         8.7 Pledge  Agreement.  The Buyers and On Stage shall have executed the
Pledge Agreement.

         90 Indemnification.

         9.1  Seller's  Indemnification  . The Seller shall  indemnify  and hold
harmless  the  Buyers,  On Stage,  and their  Affiliates,  officers,  directors,
employees,  agents,  successors and assigns (each, an "Indemnified Party") from,
against and in respect of any and all Liabilities,  claims, demands,  judgments,
settlement  payments,   losses,  costs,   damages,   deficiencies  and  expenses
whatsoever (including reasonable attorneys', consultants' and other professional
fees and  disbursements of every kind,  nature and description  incurred by such
Indemnified Party in connection therewith)  (collectively,  "Damages") that such
Indemnified  Party may sustain,  suffer or incur and that result from, arise out
of or relate to (a) the  Purchased  Assets if any of such  Liabilities,  claims,
demands, judgments, settlement payments, losses, costs, damages, or deficiencies
arise or result out of an event,  situation  or condition  which  occurred on or
prior  to  the  Closing  Date,  (b)  any  breach  of or  any  inaccuracy  in any
representation,  warranty, covenant or agreement of the Seller contained in this
Agreement,  including any breach of the obligation to indemnify  hereunder,  (c)
any  Environmental  Condition  existing on or prior to the Closing Date, and (d)
any Liability or obligation  of the Seller  arising out of the Purchased  Assets
and involving taxes due and payable by, or imposed on the Seller for any taxable
periods  ending on or prior to the Closing Date which are open to examination by
the Internal Revenue Service  pursuant to any applicable  statute of limitations
under the Code (whether or not such taxes have been due and payable).

         9.2 Buyer's  Indemnification  . The Buyers and On Stage shall indemnify
and hold harmless the Seller and its Affiliates, officers, directors, employees,
agents,  successors and assigns (each, an "Indemnified  Party") from and against
any Damages that such  Indemnified  Party  sustains,  suffers or incurs and that
result  from or arise  out of (a) any  breach of any  representation,  warranty,
covenant or agreement of the Buyer or On Stage  contained in this  Agreement and
(b) the operation of the Purchased Assets if such Damages arise or result out of
an event, situation or condition which occurs after the Closing Date.
<PAGE>


Notwithstanding  any other  provision  of this Section 9, an  Indemnified  Party
shall be entitled to  indemnification  hereunder  only when the aggregate of all
Damages to such Indemnified  Party exceeds $50,000 (the "Threshold  Amount") and
then such Indemnified Party shall be entitled to indemnification  for all of its
Damages including the Threshold Amount;  provided,  however,  that the Threshold
Amount shall not apply to Damages resulting from a breach of  representations or
warranties  with  respect to any Taxes or any pending  litigation  described  in
Schedule 4.9.

         9.3 Claims Period. Any claim for  indemnification  under this Section 9
shall be made in good  faith  and,  other  than a claim  based  on a  breach  of
representations or warranties with respect to any Taxes, shall be made by giving
notice of such claim on or before the second  anniversary  of the Closing  Date;
any  such  claim  otherwise  made  under  this  Section  9,  including,  without
limitation,  any such claim made after the  second  anniversary  of the  Closing
Date,  shall be  invalid.  Any  claim  based on a breach of  representations  or
warranties  with  respect to any Taxes,  shall be made by giving  notice of such
claim on or before the third anniversary of the Closing Date.

         9.4 Procedure for Claims.

                  (a) An Indemnified Party that desires to seek  indemnification
under any part of this Section 9 shall give notice (a "Claim Notice") as soon as
practicable  to the other party  responsible  or alleged to be  responsible  for
indemnification  hereunder (an "Indemnitor")  and to the Escrow Agent,  prior to
the  expiration  of the claim period  specified  above.  Such Claim Notice shall
briefly  explain the nature of the claim and the parties  known to be  involved,
and shall  specify the amount  thereof.  If the matter to which a claim  relates
shall not have been resolved as of the date of the Claim Notice, the Indemnified
Party  shall  estimate  the  amount of the claim in the Claim  Notice,  but also
specify  therein that the claim has not yet been  liquidated  (an  "Unliquidated
Claim"). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim,
the  Indemnified  Party shall also give a second Claim  Notice (the  "Liquidated
Claim Notice")  within 60 days after the matter giving rise to the claim becomes
finally  resolved,  and the Liquidated  Claim Notice shall specify the amount of
the claim.  The Indemnitor to which a Claim Notice is given shall respond to any
Indemnified  Party that has given a Claim Notice (a "Claim  Response") within 30
days  (the  "Response  Period")  after  the later of (i) the date that the Claim
Notice is given or (ii) if a Claim  Notice is first  given  with  respect  to an
Unliquidated  Claim, the date on which the Liquidated Claim Notice is given. Any
Claim  Notice or Claim  Response  shall be given in  accordance  with the notice
requirements hereunder,  and any Claim Response shall specify whether or not the
Indemnitor  giving the Claim Response  disputes the claim described in the Claim
Notice.  If any Indemnitor  fails to give a Claim  Response  within the Response
Period,  such  Indemnitor  shall be deemed not to dispute the claim described in
the  related  Claim  Notice.  If any  Indemnitor  elects  not to dispute a claim
described in a Claim Notice,  whether by failing to give a timely Claim Response
or otherwise,  then the amount ofsuch claim shall be presumptively  deemed to be
an obligation of such Indemnitor.

                  (b) If any  Indemnitor  shall be  obligated  to  indemnify  an
Indemnified Party hereunder, such Indemnitor shall pay to such Indemnified Party
within 30 days after the last day of the applicable  Response  Period the amount
to which such Indemnified Party shall be entitled.

                  (c) If the  Buyers or On Stage are the  Indemnified  Party and
the  Seller  fails to  indemnify  them  within 30 days after the last day of the
applicable  Response Period,  then the Buyers and On Stage shall seek payment of
the related Damages in accordance with the terms of the Pledge Agreement. To the
extent that the shares being held under the Pledge Agreement are insufficient to
cover the Damages,  the Seller shall be liable for the payment of any  remaining
Damages.  Notwithstanding the foregoing,  in no event shall the aggregate amount
of Damages for which Seller shall be liable shall exceed  $1,000,000 unless such
excess in Damages arises out of a breach of  representations  or warranties with
respect to any Taxes.

                  (d) If the Seller  shall be the  Indemnified  Party,  it shall
seek indemnification directly from the Buyers and On Stage.
<PAGE>


                  (e) If there  shall be a dispute as to the amount or manner of
indemnification  under this Section 9, the Indemnitor and the Indemnified  Party
shall seek to resolve such dispute through  negotiations and, if such dispute is
not resolved within twenty days, the Indemnified Party may pursue whatever legal
remedies  may  be  available  for  recovery  of the  Damages  claimed  from  any
Indemnitor.  If any  Indemnified  Party  fails  to  receive  all or  part of any
indemnification  obligation when due, then such Indemnified  Party shall also be
entitled to receive from the  Indemnitor  interest on the unpaid amount for each
day during which the obligation remains unpaid at an annual rate equal to 10%.

100      Termination.

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

Date:

                  (a) by mutual written consent of the Buyers, On Stage and the 
Seller;

                  (b) by the Seller or by On Stage or the Buyers, if the Closing
has not occurred on or before the date that is 30 Business Days from the date of
this Agreement;  provided,  however, that such right to terminate this Agreement
shall not be  available  to any party that has  breached  any of its  covenants,
representations  or warranties in this Agreement in any material  respect (which
breach has not been cured);

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

                  (d) by On  Stage  or the  Buyers,  if the  Seller  shall  have
breached any of its covenants hereunder or if the representations and warranties
of the Seller contained in this Agreement or in any certificate or other writing
delivered  by the Seller  pursuant  hereto  shall not be true and correct in any
material respect; or

                  (e) by the  Seller,  if On  Stage  or the  Buyers  shall  have
breached  any of  their  covenants  hereunder  or if their  representations  and
warranties  contained in this  Agreement or in any  certificate or other writing
delivered by them pursuant  hereto shall not be true and correct in any material
respect.

         10.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 10.1,  any party may pursue any legal or equitable  remedies that may be
available if such termination is based on a breach of the other party.
110      Exclusive Dealing and Recoupment of Expenses.

         11.1 Exclusive Dealing. Until the earlier of (i) seventy-five (75) days
after the execution  hereof or (ii) if this  Agreement is terminated by On Stage
or the Buyers  pursuant to Section  10.1(a),  (b) or (d) above,  the Seller will
not, directly or indirectly, through any representative or otherwise, solicit or
entertain offers from,  negotiate with or in any manner  encourage,  accept,  or
consider  any  proposal  of any other  person  relating  to the  purchase of the
Purchased  Assets.  The Seller will  immediately  notify On Stage and the Buyers
regarding any written  proposal made to the Seller's  Board of Directors for any
such offer. On Stage and the Buyers agree that,  except as otherwise  prohibited
by law or pursuant to the terms of any  confidentiality  agreement  entered into
prior to the execution hereof and binding on On Stage or the Buyers, to disclose
to the Seller the terms of any material  acquisition or divestiture  intended by
On Stage or the Buyers,  prior to any public  announcement of the same. On Stage
and the Buyers also agrees to use their  reasonable  best  efforts to obtain the
consent to disclose such information to the Seller from any third party to which
On Stage or the Buyers are bound to such confidentiality. Each party agrees that
in the event such party breaches its  obligations  under this Section 11.1, such
breaching party shall pay to the non-breaching party, such non-breaching party's
reasonable  out-of-pocket  expenses  incurred in connection  with evaluating the
proposed  purchase of the Purchased  Assets, in an amount not to exceed $50,000,
which shall be such non-breaching party's sole remedy under this Section 11.1.
<PAGE>


         11.2  Recoupment  of  Expenses.  If,  within  six  (6)  months  of  the
termination  of this  Agreement  as provided for in Section 10.  above,  (i) the
Seller has not reimbursed the Buyers for the out-of-pocket  expenses they may be
entitled to in  accordance  with Section  11.1,  (ii) the Buyers have  indicated
their  ability  and  willingness  to  consummate  the  proposed  purchase of the
Purchased Assets on the terms set forth herein, and (iii) the Seller enters into
an agreement  or  agreements  (whether  written or oral),  which are  ultimately
consummated,  relating to the sale of the Purchased Assets,  whether directly or
indirectly,  through sale,  merger,  consolidation or otherwise,  for a purchase
price (the "Aggregate  Purchase  Price") having a fair market value in excess of
$2,000,000,  the  Seller  shall  pay to  the  Buyers  an  amount  equal,  in the
aggregate,  to the lesser of (i) all  reasonable  out-of-pocket  expenses of the
Buyers  incurred in  connection  with  evaluating  the proposed  purchase of the
Purchases  Assets  and (ii) the  amount by which the  Aggregate  Purchase  Price
exceeds  $2,000,000 (the "Breakup Fee");  provided,  however,  in no event shall
such Breakup Fee exceed $100,000.

         120 Payment of Expenses;  Sales and Transfer  Taxes.  Each party hereto
shall pay its own  expenses for lawyers,  accountants,  consultants,  investment
bankers,  brokers, finders and other advisers with respect to this Agreement and
the transactions contemplated hereunder. The Seller shall indemnify On Stage and
the Buyers and their officers,  directors,  employees,  agents and Affiliates in
respect of, and hold each of them harmless from and against, any and all Damages
suffered,  occurred or  sustained by any of them or to which any of them becomes
subject, resulting from, arising out of or relating to the failure of the Seller
to comply with the terms of any such provisions  applicable to the  transactions
contemplated by this Agreement.  It is further agreed by the parties hereto that
all taxes due in the States of South  Carolina  as a result of the  transfer  of
title  of real  estate  or the sale of  assets  occasioned  by the  transactions
contemplated herein shall be paid by the Seller.

         130  Contents  of  Agreement.  This  Agreement  sets  forth the  entire
understanding  of the  parties  hereto  with  respect  to this  transaction  and
supersedes all prior agreements or  understandings  among the parties  regarding
those matters.

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

         150  Interpretation.  Unless  the  context  of this  Agreement  clearly
requires  otherwise,  (a)  references to the plural  include the  singular,  the
singular  the  plural,  and the part the  whole,  (b)  references  to any gender
include all genders (c) "or" has the  inclusive  meaning  frequently  identified
with the phrase "and/or," (d) "including" has the inclusive  meaning  frequently
identified  with the phrase "but not limited to," (e)  references to "hereunder"
or "herein"  relate to this  Agreement  and (f) all  currencies  refer to United
States dollars.  The section and other headings  contained in this Agreement are
for reference  purposes only and shall not control or affect the construction of
this  Agreement  or  the  interpretation   thereof  in  any  respect.   Section,
subsection,  schedule  and  exhibit  references  are to  this  Agreement  unless
otherwise  specified.  Each accounting term used herein that is not specifically
defined herein shall have the meaning given to it under GAAP.

         16.  Remedies.  The parties hereto shall be entitled to such rights and
remedies as such party may have at law or in equity or otherwise  for any breach
of this Agreement, including the right to seek specific performance, rescission
<PAGE>


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

                  c/o On Stage Entertainment, Inc.
                  4625 West Nevso Drive
                  Las Vegas, NV  89103
                  FAX:  702-364-1072
                  Attn:  Christopher Grobl, General Counsel

         with a required copy to:

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

         If to the Seller:

                  Calvin Gilmore Productions, Inc.
                  2877 Guardian Lane
                  P. O. Box 2050
                  Virginia Beach, VA 23450
                  FAX: (757) 459-6422
                  Attn:  General Counsel

         In each case, with a required copy to:

                  Fox Family Worldwide, Inc.
                  10960 Wilshire Blvd.
                  Los Angeles, CA 90024
                  FAX: (310) 235-5116
                  Attn:  Fred Ordower

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

         19. Consent to Jurisdiction; Service of Process, etc.

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

             (b Each party  hereto also  irrevocably  consents to the service of
any process,  pleadings,  notices or other  papers in a manner  permitted by the
notice  provisions  of Section 16 or by any other  method  provided or permitted
under  applicable  law. Each party hereto agrees that final judgment in any Suit
(with all right of appeal  having  either  expired or been waived or  exhausted)
shall be  conclusive  and that On Stage  and the  Buyers  shall be  entitled  to
enforce  such  judgment  in any other  jurisdiction  of the world by suit on the
judgment,  a certified or exemplified copy of which shall be conclusive evidence
of the fact and amount of indebtedness arising from such judgment.

             20. Headings; Gender. All section headings contained herein are for
convenience  of reference  only, do not form a part of this  Agreement and shall
not affect in any way the meaning or interpretation  hereof.  Words used herein,
regardless  of the  number  and gender  specifically  used,  shall be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context requires.
<PAGE>


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

             22. Exhibits and Schedules.  The Exhibits hereto, and the Schedules
referred to herein and therein  are  intended to be and hereby are  specifically
made a part of this  Agreement.  Notwithstanding  any  other  provision  of this
Agreement,  each exception set forth in the Schedules  herein shall be deemed to
qualify each  representation  and  warranty  set forth in this  Agreement as the
context requires.

             23.  No  Benefit  to  Others.  The   representations,   warranties,
covenants and agreements contained in this Agreement are for the sole benefit of
the  parties  hereto and the heirs,  administrators,  personal  representatives,
successors, assigns, and they shall not be construed as conferring any rights on
any other persons.

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

             25.  Survival.  Except as expressly set forth in this  Agreement to
the contrary, all of the terms and provisions hereof,  including all agreements,
covenants,  representations  and warranties set forth herein,  shall survive the
Closing.

                            [Signatures on Next Page]



<PAGE>

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


                     ON STAGE THEATERS SURFSIDE BEACH, INC.


                      By: ________________________________
                      Name:
                      Title:


                      ON STAGE THEATERS NORTH MYRTLE
                      BEACH, INC.


                      By: ________________________________
                      Name:
                      Title:

                     ON STAGE  ENTERTAINMENT, INC.


                      By: ________________________________
                      Name:
                      Title:

                      CALVIN GILMORE PRODUCTIONS, INC.


                      By: ________________________________
                      Name:
                      Title: