FIRST AMENDMENT TO GUARANTY
                             (On Stage Entertainent)


THIS FIRST AMENDMENT TO GUARANTY (this "Amendment") is made as of June __, 1998,
by ON STAGE ENTERTAINMENT,  INC., a Nevada corporation ("Guarantor"), to and for
the benefit of IMPERIAL CREDIT COMMERCIAL  MORTGAGE INVESTMENT CORP., a Maryland
corporation ("Lender").

                                    RECITALS

         A.  Guarantor has  previously  executed in favor of Lender that certain
Guaranty (the "Guaranty") dated March 11, 1998,  pursuant to which,  among other
things,   Guarantor  guaranteed  the  prompt  payment  and  performance  of  the
obligations of certain affiliates of Guarantor under loans made by Lender.

         B.  Guarantor  desires to amend the Guaranty to add the  obligations of
certain  other  affiliates  of Guarantor  under  additional  loans being made by
Lender.


                                   AGREEMENTS

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which  are  hereby  acknowledged,  Guarantor  hereby  agrees  as
follows:

         1.  Recital  A.  Recital A of the  Guaranty  is hereby  deleted  in its
entirety and replaced with the following:

                  "A.  Lender has made the following  loans (each,  an "Original
         Loan"  and  collectively,   the  "Original  Loans")  to  the  following
         borrowers  (collectively,  the "Original Borrowers") pursuant to a Loan
         Agreement (the "Original Loan Agreement") dated as of March 11, 1998:

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

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

                  Lender  has  agreed  to make the  following  additional  loans
         (each, an "Additional Loan" and collectively,  the "Additional  Loans")
         to the following  additional borrowers  (collectively,  the "Additional
         Borrowers")  pursuant to an Amended and Restated  Loan  Agreement  (the
         "Loan Agreement") of even date herewith:

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

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

                  Each Original Loan or Additional Loan is referred to herein as
         a "Loan," and the Original Loans and Additional  Loans are collectively
         referred to herein as the "Loans". Each Original Borrower or Additional
         Borrower  is  referred  to herein  as a  "Borrower,"  and the  Original
         Borrowers  and the  Additional  Borrowers are referred to herein as the
         "Borrowers".

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


         2.  Representations and Warranties.  Section 13(c) of the  Guaranty  is
hereby deleted in its entirety and replaced with the following:

                  "(c) Any and all balance  sheets,  net worth  statements,  and
         other financial data with respect to Borrowers,  Guarantor,  Gedco USA,
         Inc. and its affiliated entities, and Calvin Gilmore Productions,  Inc.
         and its affiliated  entities which have heretofore been given to Lender
         by  or on  behalf  of  Guarantor  fairly  and  accurately  present  the
         financial condition of such party as of the respective dates thereof."

         3. Miscellaneous. Except as amended above, the Guaranty remains in full
force and effect. This Amendment constitutes the entire agreement of the parties
regarding the  modification of the Guaranty and supersedes all prior written and
oral communications  regarding such subject.  This Amendment may be amended only
in writing. In the event of a dispute regarding the terms of this Amendment, the
prevailing  party shall be entitled to reasonable  attorneys'  fees in an amount
determined by the court having jurisdiction.

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

GUARANTOR:                                          ON STAGE ENTERTAINMENT, INC.
                                                    a Nevada corporation

                                                   By:__________________________
                                                   Name:________________________
                                                   Title:_______________________




On Stage Entertainment, Inc.
4625 W. Nevso Drive
Las Vegas, Nevada 89103


Signed and sealed and delivered in the presence of:

----------------------------------
Print Name:_______________________



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Print Name:_______________________