**EMPLOYMENTAGREEMENT**

 

## **FOR**

 

**JEFFREYVICTOR**

 

**THISEMPLOYMENT AGREEMENT (“Agreement”)** is made and entered intoas of the ________ day of ______________, 2000, between ON STAGE ENTERTAINMENT,INC., a Nevada corporation (the "Company"), and JEFFREY VICTOR, an individual("Victor” or the “Employee").

 

### **RECITALS**

 

**WHEREAS,**the Company desires to be assured of the ongoing long-term association andservices of Victor to serve as its Chief Operating Officer and Senior VicePresident, together with all the responsibilities inherent therein,specifically including the day to day management of the Company’s operations;and

 

**WHEREAS,**Victor agrees to be employed bythe Company and the Company is willing to employ Victor, upon the terms,covenants and conditions hereinafter set forth; and

 

**NOW,THEREFORE,** in consideration of the mutual agreementscontained herein, along with other good and valuable consideration, the receiptand sufficiency of which is hereby acknowledged, the Company and Victor herebyagree as follows:

 

### **AGREEMENT**

 

**1.             RECITALS.**          The above-listed Recitals areincorporated into this Agreement in their entirety and expressly made a parthereof.

 

**2.             POSITION AND TITLE.**  The Company agrees to employ Victor as itsChief Operating Officer and Senior Vice President, together withresponsibilities and authority as is specified by the President thereof.

 

**3.             TERM AND TERMINATION.**

 

**(a)           Term of Employment.**  Victor’s employment shall commence onNovember 1, 2000 and shall continue indefinitely thereafter, until either partyprovides the other with written notice of its election to terminate thisAgreement pursuant to section (b), below.

 

**(b)           Causes for Termination.**  Either party may terminate this Agreementand Victor’s employment with the Company by providing the other party with one(1) year prior written notice of such election. In addition, Victor’semployment may be terminated “with cause,” effective upon delivery of writtennotice to Victor given at any time (without any necessity for prior notice) ifany of the following shall occur: (i) By mutual agreement of the parties; (ii)On the last day of the month in which Victor dies or becomes permanentlyincapacitated.  (For purposes of thisparagraph, “Permanent incapacity” shall mean mental or physical incapacity, orboth, reasonably determined by the Company’s Board of Directors based upon acertification of such incapacity by, in the discretion of the Company’s Boardof Director’s, either Victor’s regularly attending physician or a duly licensedphysician selected by the Company’s Board of Directors, rendering Victor unableto perform substantially all of his duties hereunder and which appearsreasonably certain to continue for at least six consecutive months withoutsubstantial improvement.  Victor shallbe deemed to have “become permanently incapacitated” on the date the Company’sBoard of Directors has determined that Executive is permanently incapacitatedand so notifies Victor); (iii) a material breach of this Agreement by Victor;and/or (iv) any material acts or events which inhibit Victor from fullyperforming his responsibilities to the Company in good faith, such as (a) afelony criminal conviction; (b) any other criminal conviction involvingVictor’s lack of honesty or Victor’s moral turpitude; (c) drug or alcohol abuse;or (d) acts of dishonesty, gross carelessness or gross misconduct.

 

**4.             COMPENSATION.**

 

**(a)           Salary.**  As compensation for his services, Victorwill receive One Hundred Fifty Thousand Dollars ($150,000.00) per annum (the“Base Salary”), payable in twenty-six (26) installments of $5,769.23, minus allapplicable employment withholdings. Victor’s annual Base Salary may be increased from time to time asdetermined by the Company’s management and approved by the Company’s Board ofDirectors.

 

**(b)           Annual Bonus.** Victor shall be eligible to participateeach Calendar Year in an Annual Bonus Plan approved by the Board.  The actual amount of Annual Bonus earned byVictor for Year 2001 and subsequent years shall be determined by the Board inaccordance with the Annual Bonus Plan approved by the Board. Any Annual Bonusearned by Victor shall be paid in Cash within one-hundred twenty (120) daysfollowing the completion of the Company’s Fiscal Year or as otherwise specifiedin the Annual Bonus Plan.

 

**(c)           Medical and Dental Health Plans.**  The Company shall provide Victor and hisimmediate family with medical and dental health insurance of the type and insuch amounts as is available from time to time to all other executive officersof the Company.  Nothing contained inthis Agreement shall prevent the Company from changing insurance carriers orfrom affecting modifications in insurance coverage for Victor.

 

**(d)           Cellular Telephone.**  The Company will provide Victor with acellular telephone and will pay for his standard monthly cellular telephonecharges.

 

**(e)           Vacation Holidays.**Victor shall be entitled to all public holidays observed by the Company, alongwith fifteen (15) days paid vacation per annum, which shall be taken at areasonable time or times.  In the eventVictor is unable to utilize his allotted vacation time, Victor shall have theright to request that the Company pay him his salary in lieu of any suchunutilized vacation days at the expiration of any given employment year.

 

**(f)            Incentive Stock Options.**  Victor will be granted 120,000 incentivestock options under the Company’s Amended and Restated 1996 Stock Option Plan,each with with a strike price of $0.50 per share, which will vest in three (3)equal installments, with the first becoming exerciseable on the anniversarydate of this Agreement.

 

**(g)           Expense Reimbursement.**  The Company shall reimburse Victor for thoseexpenses incurred by him in connection with the performance of his duties onbehalf of the Company that are in accordance with the Company's expensereimbursement procedures currently in place; provided, that such expenses arereasonable for an executive of Victor’s status and are appropriatelydocumented.

 

**4.             CONFIDENTIAL INFORMATION.**  Victor acknowledges that during hisemployment by the Company he will have access to various trade secrets andother proprietary and confidential information.  As a material condition of this Agreement Victor has executed aEmployee Proprietary Information and Inventions Agreement and a Confidentialityand Non-Competition Agreement, a true and correct copy of each re attachedhereto as Exhibits A and B, respectively.

 

**5.             ARBITRATION.**  Any disputes between Victor and the Companyarising out of this agreement or Victor’s employment by the Company includingbut not limited to alleged violations of federal, state and/or local statutes(for example, claims for discrimination including but not limited todiscrimination based on race, sex, sexual orientation, religion, nationalorigin, age, marital status, handicap or disability; and claims relating toleaves of absence mandated by state or federal law), breach of any contract orcovenant (express or implied), tort claims, violation of public policy or anyother alleged violation of Victor’s statutory, contractual or common law rights(and including claims against the Company's officers, directors, employees oragents), which Victor and the Company or other party are unable to resolvethrough direct discussion, regardless of the kind or type of dispute (excludingclaims for workers' compensation, unemployment insurance and any solelymonetary dispute within the jurisdiction of small claims court) shall bedecided exclusively by conclusive and binding arbitration in the State ofNevada in accordance with the American Arbitration Association's("AAA") Employment Dispute Resolution Rules (the"Rules").  Except for thoseclaims specifically excluded from coverage under this arbitration provision,Victor and the Company hereby waive the right to pursue any claims, includingbut not limited to employment termination-related claims, through civillitigation outside the arbitration procedures of this provision, unlessotherwise required by law.  Victor andthe Company each have the right to be represented by counsel with respect toarbitration of any dispute pursuant to this paragraph.  Each party shall have the right to takedepositions, make requests for production of documents to any person or entity,and to subpoena witnesses and documents for the arbitration.  Additional discovery may be had only wherethe arbitrator so orders, upon a showing of substantial need.  The arbitrator shall be selected byagreement between Victor and the Company, but if they do not agree on theselection of an arbitrator within 30 days after the date of the request forarbitration, the arbitrator shall be selected pursuant to the Rules.  Each party shall pay its own expenses forthe arbitration and the fee and expenses of the arbitrator shall be sharedequally.

 

**7.             ENTIRE AGREEMENT.**      This Agreement contains the entireunderstanding between Victor and the Company and it supersedes any prior oralor written agreements and understandings between them.  This agreement may be modified only inwriting signed by both parties.

 

**8.             SEVERABILITY.**                If a court of competent jurisdictionholds that any provision of this agreement is void or unenforceable, theremaining provisions shall continue in full force and effect.

 

**9.             NOTICES. **All notices hereundershall be sent by certified mail, return receipt requested, which shall bedeemed effective upon the date of mailing.

 

**(a)           Notices to Victor.**                Any notice under this agreementgiven by the Company to Victor shall be personally delivered to him or sent bycertified mail to his most recent home address as shown in the Company's records.

 

**(b)           Notices to Company.** Any notice by Victor to the Company shall be sent by certifiedmail to the following address:  On StageEntertainment, Inc., 4625 West Nevso Drive, Las Vegas, Nevada 89103, Attn:Timothy J. Parrott.  With a CourtesyCopy to:  Silver State Legal, 4625West Nevso Drive, Las Vegas, Nevada 89103, Attn: Christopher R. Grobl, Esq.

 

**10.          GOVERNING LAW.** This Agreement shall be governed by and interpreted and enforced in accordancewith the substantive laws of the State of Nevada without reference to theprinciples governing conflict of laws applicable in that or any otherjurisdiction.

 

**INWITNESS WHEREOF, THE PARTIES HEREBY ACKNOWLEDGE THEIR ACCEPTANCE OF THE ABOVELISTED TERMS AND CONDITIONS BY AFFIXING THEIR SIGNATURES BELOW.**

 
| Dated: ____________,  2000 |   |                          |
|----------------------------|--------|-------------------------------|
|                       |   | Jeffrey Victor                |
|                       |   |                          |
| Dated: ____________, 2000  |   |                          |
|                       |   | Timothy J. Parrott, CEO       |
|                       |   | On Stage Entertainment,  Inc. |

**EXHIBIT A**

 

**FORM OF EMPLOYEE PROPRIETARYINFORMATION AND INVENTIONS AGREEMENT**

**EXHIBIT B**

 

**FORM OF CONFIDENTIALITY AND NON-COMPETITIONAGREEMENT**

 

** **