LEASE AGREEMENT

     THIS LEASE AGREEMENT (the "Lease  Agreement") is made and entered into this
__ day of March  2001,  by and between  OFT,  LTD, a Missouri  corporation  with
offices at 3216 West Highway 76, Branson,  Missouri 65616 (hereinafter  referred
to as  "OFT"  or the  "Landlord)  and ON  STAGE  ENTERTAINMENT,  INC.,  a Nevada
corporation  with  offices at 4625 West Nevso  Drive,  Las Vegas,  Nevada  89103
(hereinafter referred to as "On Stage" or the "Tenant").

                                    RECITALS

     WHEREAS,  On Stage is an entertainment  company and an official licensee of
the live theatrical rights to Ripley's Believe it or Not(R) (the "Show"); and

     WHEREAS,  OFT is the fee simple owner of the property formerly known as THE
OSMOND FAMILY THEATER located at 3216 West Highway 76, Branson,  Missouri, 65616
(the "Theater"); and

     WHEREAS,  On Stage and OFT have agreed upon  certain  terms and  conditions
under which On Stage would  lease  OFT's  Theater so as to publicly  present its
Show and/or another of its entertainment productions at the Theater; and

     WHEREAS,  On Stage and OFT have agreed to reduce these terms and conditions
to writing and to enter into this Lease Agreement with the terms hereinafter set
forth.

     NOW,  THEREFORE,  IN CONSIDERATION OF THE FOREGOING RECITALS ALONG WITH THE
MUTUAL  PROMISES  AND  UNDERSTANDINGS  HEREIN  CONTAINED  AND FOR OTHER GOOD AND
VALUABLE  CONSIDERATION,   THE  RECEIPT  AND  SUFFICIENCY  OF  WHICH  IS  HEREBY
ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

                                   WITNESSETH

     1.  DEMISED  PREMISES.  OFT does  hereby  lease and  demise  unto On Stage,
subject to the reservations and conditions set forth herein, and On Stage hereby
agrees  to take and lease  from OFT,  for the Term  hereinafter  specified,  the
Theater and the premises on which it is located and more particularly  described
on Exhibit "A", a copy of which attached hereto and incorporated  herein by this
reference,  (hereinafter  referred  to as the  "Demised  Premises").  OFT hereby
grants  to On  Stage  the  exclusive  right  to use of  all  personal  property,
equipment, light and sound equipment, concession equipment, ticketing system and
other  leasehold  improvements  currently in and around the Theater,  as is more
fully  described  on  Exhibit  "B" and  incorporated  herein  by this  reference
(collectively, the "Equipment"). On Stage hereby agrees not to remove any of the
Equipment from the Theater without the prior written consent of OFT.


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     2. TERM.  This Lease shall  remain in full force and effect for a period of
thirty  three  (33)  months,  specifically  commencing  on  April  1,  2001  and
continuing through and including December 31, 2003 (the "Term").

     3.  RENT.  On  Stage  agrees  to pay OFT the sum of FOUR  HUNDRED  THOUSAND
DOLLARS  ($400,000.00)  per year for the rental of the Demised  Premises and the
use of the  Equipment  located  therein,  in  exchange  for  the  quiet  use and
enjoyment of the Demised  Premises  during the Term of this Lease Agreement (the
"Rental  Amount").  The Rental Amount shall be paid in monthly  installments  of
THIRTY  THREE   THOUSAND   THREE  HUNDRED   THIRTY  THREE  and  33/100   DOLLARS
($33,333,333.33),  which On Stage  shall cause to be received by OFT by no later
than the first (1st) day of each calendar month throughout the Term of the Lease
Agreement.  On Stage  hereby  agrees  to pay OFT a  one-time  flat fee of TWENTY
THOUSAND  DOLLARS  ($20,000)  for the early use of the Demised  Premises  during
March of  2001.  All rent due  hereunder  is to be paid in  lawful  money of the
United  States of America,  which shall be legal  tender at the time of payment.
Any and all rent  payments  made after the tenth  (10th) day of any given  month
shall be subject to a late payment  penalty of five percent (5%),  which will be
in addition to any other rights of OFT.

     4.  TELEPHONE  LINES.  On Stage hereby  recognizes the fact that OFT has an
interest in maintaining  its current  telephone  lines and numbers and agrees to
assist OFT with keeping and maintaining said numbers,  which specifically are as
follows: (417) 336-6100; (417) 336-6110; (417) 334-8776; and (800) 477-6102.

     5. TAXES.  On Stage shall be responsible for any and all real estate taxes,
personal property,  asset taxes,  admission taxes, sales taxes, resale taxes and
all other taxes related to the Theater and the operation of On Stage's  business
which are incurred during the Term of this Lease Agreement. On Stage agrees that
in the event any taxes are not paid in a timely manner,  that OFT shall have the
right to pay the  unpaid  taxes  directly,  for  which On Stage  shall  promptly
reimburse OFT for, together with costs,  penalties (if any) and interest. In the
event any of the  above-mentioned tax bills are sent directly to OFT, OFT hereby
agrees to promptly forward the same on to On Stage and On Stage hereby agrees to
satisfy the same on or before the  respective  due dates  thereof.  OFT shall be
responsible  for any  and all  taxes  levied  against  the  Theater  and/or  its
operations,  which occur either  before or after the Term of this  Agreement and
OFT agrees to pro-rate any tax liability  accordingly.  More  specifically,  OFT
shall  pro-rate each parties tax liability for 2001 and estimate the taxes which
may be due during the 2003.

     6. USE.  On Stage  shall use the  Theater  for the  presentation  of a live
theatrical  version of Ripley's Believe it or Not(R).  However,  in the unlikely
event  the  Ripley's  show does not prove to be  financially  successful,  in On
Stage's sole  discretion,  On Stage hereby reserves the right to change the show
at the Theater for the remaining portion of the Term of the Lease Agreement.  On
Stage shall maintain  creative control of the Show including the exclusive right
to modify  and/or alter any and all aspects of the same at its sole  discretion,
and shall retain all rights to the Show. On Stage warrants that the Show will be


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in the nature of a live theatrical family entertainment show which shall involve
no offensive language,  gestures or unreasonably  offensive:  (i) language; (ii)
gestures;  or (iii) the exposure of body parts not  suitable for children  under
the age of ten to view.  On Stage  shall not utilize  the  Osmond's  name or the
Osmond  Family  Theater name on any signage  and/or  billboards in or around the
Theater, without the prior written consent of OFT.

     7. QUIET ENJOYMENT.  On Stage, upon paying the Rental Amount and performing
all of the other terms of this Lease Agreement, shall quietly have and enjoy the
Theater and use of the Equipment  throughout  the Term of this Lease  Agreement,
without  hindrance or  interference  by OFT or its guests,  licensees,  invitees
and/or prior Lessee's.

     8. REPAIR, MAINTENANCE AND ASSESSMENT. OFT represents and warrants that the
Theater and all essential equipment in the Theater including, but not limited to
the Theater's light system, sound system, curtains,  riggings, staging, seating,
concession and gift areas,  fire safety systems and the like are in good working
order and are at present fully operable and serviceable.  OFT further represents
and warrants that to the best of its knowledge, there are no latent defects with
the Theater,  the Demised  Premises,  the building or its equipment  which would
materially  impair  On  Stage's  ability  to open  and  operate  its  theatrical
production(s

     9. PERSONAL PROPERTY. On Stage may supply and install its personal property
in and around the  Theater,  including  but not  limited  to;  sound  equipment,
lighting equipment,  furniture,  sets, props, curtains, etc. ("On Stage Personal
Property").  OFT hereby agrees that such On Stage Personal  Property will at all
times  remain the sole  property of On Stage which On Stage shall have the right
to remove, without obstruction, upon the termination of this Lease Agreement and
any extensions hereunder. However, it should be noted that On Stage shall repair
any damage done to the Theater as a result of the installation and/or removal of
the On Stage Personal Property upon the termination of this Lease Agreement.

     10. CONDEMNATION/DESTRUCTION.  If the whole of the Theater, or such portion
thereof as will make the Theater  unsuitable for the purposes herein leased, are
taken by condemnation  or eminent  domain,  this Lease Agreement shall expire on
the date when the Theater  shall be so taken,  and the Monthly  Rental  shall be
apportioned  as of that  date.  If the whole or a  portion  of the  Theater  are
damaged or destroyed by fire or other casualty,  and the same cannot  reasonably
be repaired  within one hundred  twenty (120) days  following  the date thereof,
either On Stage or OFT can terminate  this Lease  Agreement by written notice to
the other  party.  If this Lease  Agreement  is not so  terminated,  the Monthly
Rental payable by On Stage shall be  proportionately  abated for that portion of
the Theater that is rendered untenable as a result of the fire or other casualty
for so long as the same shall remain untenable.

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<PAGE>

     11. SURRENDER. Upon the termination of this Lease Agreement (whether by the
natural  expiration of time or otherwise) On Stage shall  immediately  surrender
the Theater in as good  condition  as it was in at the  beginning  of this Lease
Agreement,  reasonable use and wear and damages excepted. If there is a question
as to whether On Stage has unlawfully terminated the Lease Agreement, OFT agrees
to use its good faith best efforts to relet the Theater in an effort to mitigate
any damages OFT may sustain as a result of On Stage's alleged breach.

     12. MAINTENANCE,  ALTERATIONS AND IMPROVEMENTS.  On Stage shall, at its own
expense,  keep and  maintain in good repair and  condition  the  interior of the
Theater,  including  but not limited to all glass and doors,  the sound  system,
lighting  systems,  stage fixtures,  electrical  service and plumbing inside the
Theater.  On Stage  further  covenants  and  agrees  that if On Stage  makes any
material  repairs or alterations to the Theater,  that it shall first obtain the
written consent of OFT, which OFT agrees not to unreasonably  withhold, and that
On Stage will pay for the same in full and fully  protect and indemnify OFT from
any liens or  encumbrances  of any kind or nature  whatsoever on account of such
work.  OFT has requested  that On Stage cause the OFT marquee sign to be removed
from the existing structure(s) at On Stage's own expense. On Stage hereby agrees
to remove said sign at its own expense  contingent upon the  understanding  that
OFT will not hold On Stage  responsible  for any damage  done to the sign during
said removal. On Stage shall work closely with the City of Branson to ensure the
removal of the OFT marquee and  replacement of On Stage's sign is done in such a
fashion so as to  preserve  the sign  ordinance  grandfather  clause the Theater
currently  falls  under  with  respect  to the  placement  of the  marquee as it
currently  stands.  OFT shall  cause the sign to be  removed at its own cost and
expense  within  seventy  two (72) hours of being  notified by On Stage that the
sign has been taken down.  The above  notwithstanding,  On Stage may remove upon
termination  all signage  installed by On Stage upon  termination  of this Lease
Agreement, provided On Stage works with OFT to once again ensure that On Stage's
removal of its marquee does not jeopardize the  grandfather  clause which allows
the current marquee to lawfully sit as it currently stands.

     OFT  shall,  at all  times  throughout  the Term of this  Lease  Agreement,
maintain and repair, or cause to be maintained and repaired,  as would a prudent
owner of a reasonably similar Theater, the structure of the Theater,  including,
without  limitation,  the  foundations,  parking lot,  exterior wall  assemblies
including weather walls, sub-floor,  roof, bearing walls, and structural columns
and beams of the Theater, electrical and plumbing systems located outside of the
Theater  but which serve the Theater  and the HVAC  systems and  equipment  that
serve the  Theater.  If OFT refuses or  neglects  to carry out any  maintenance,
repairs and replacements  properly as required  pursuant to this Lease Agreement
to the  reasonable  satisfaction  of On Stage,  On Stage  may,  but shall not be
obligated to, perform any such  maintenance,  repairs and  replacements  without
being  liable for any loss or damage that may result to OFT's  fixtures or other
property after first procuring three (3) independent bids to fix any such repair
to be made on OFT's behalf.  Upon  completion  thereof,  On Stage shall have the
affirmative  right set off the average amount of said bids,  plus a sum equal to
fifteen percent (15%) thereof  representing On Stage's overhead for coordinating
and overseeing said repairs,  directly against any and all future Monthly Rental
payments due to OFT hereunder. Notwithstanding the above, On Stage hereby agrees
to promptly  reimburse OFT the first Twenty Thousand Dollars  ($20,000) per year


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<PAGE>

toward any mutually agreed upon repairs required of OFT pursuant to the terms of
this  Paragraph.  It should  be noted  that On  Stage's  annual  $20,000  repair
commitment shall be cumulative. In the event the entire amount of these funds is
not utilized for any given year of the Term, any and all remaining  funds may be
used toward the cost of required OFT repairs during  subsequent  years. In other
words,  OFT shall not be  obligated  to make any  repairs  required  under  this
Agreement  until On Stage has  contributed an average of $20,000 in required OFT
repairs per year.

     13. UTILITIES.  On Stage shall be responsible for payment to the respective
utility companies for all electric,  telephone,  water, sewer, and other utility
service  provided to the  Theater.  Any and all such utility  services  shall be
placed in On Stage's name.

     14. REPRESENTATIONS AND WARRANTIES.

     (a) On Stage.


          (i) On Stage  hereby  represents  and warrants to OFT that it has full
     power and  authority  to execute and deliver this Lease  Agreement.  At the
     time of the execution of this Lease Agreement, no consent, authorization or
     approval  of any third  party is  required to enable On Stage to enter into
     and perform any of the respective  obligations  under this Lease Agreement,
     and neither the execution or acceptance of the Theater nor the consummation
     of the Lease  Agreement will  constitute a breach of any agreement to which
     On Stage is a party or by which it is bound.

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<PAGE>

          (ii) If proceedings  shall be commenced  against On Stage in any Court
     under the Bankruptcy Act or for the appointment of a trustee or receiver of
     On Stage's  property  either before or after the  commencement of the lease
     Term,  or if in  the  performance  of  any  other  covenant,  agreement  or
     conditions  herein  contained  on the part of On Stage for more than thirty
     (30) days after written notice of such default by OFT, this Lease Agreement
     (if OFT so elects),  shall  thereupon  become null and void,  and OFT shall
     have the right to terminate this Lease Agreement,  without being liable for
     any prosecution therefore.

          (b) OFT.


          (i) OFT represents and warrants to On Stage that it has full power and
     authority  to execute and deliver this Lease  Agreement  and to deliver the
     Theater  for On  Stage's  quiet  use  and  enjoyment.  At the  time  of the
     execution of this Lease Agreement, no consent, authorization or approval of
     any third  party is required to enable OFT to enter into and perform any of
     the  respective  obligations  under this Lease  Agreement,  and neither the
     execution  and  delivery  of  the  Theater  nor  the  consummation  of  the
     transaction  will  constitute a breach of any evidence of  indebtedness  or
     agreement to which OFT is a party or by which it is bound.

          (ii) If proceedings  shall be commenced against OFT in any Court under
     the Bankruptcy Act or for the appointment of a trustee or receiver of OFT's
     property  either before or after the  commencement of the lease Term, or if
     in the  performance of any other covenant,  agreement or conditions  herein
     contained  on the part of OFT for more than thirty (30) days after  written
     notice  of such  default  by OFT,  this  Lease  Agreement  (if On  Stage so
     elects),  shall thereupon become null and void, and On Stage shall have the
     right to  terminate  this Lease  Agreement,  without  being  liable for any
     prosecution therefore.

          (iii) OFT hereby  warrants  that that the  Theater and  Equipment  are
     fully  operational and will provide On Stage with a current  certificate of
     occupancy  from the  respective  governmental  authorities  as a  condition
     precedent to the consummation of this Lease Agreement.

     15. INSURANCE. On Stage shall keep the Theater insured at its sole cost and
expense  against  claims for personal  injury or property  damage under a single
limit policy of not less than ONE MILLION  DOLLARS  ($1,000,000.00)  per person.
Such policy shall be issued by a financially  responsible insurer and shall name
OFT as an  additional  insured.  On Stage shall  provide OFT with a copy of said
policy and all replacements thereto. At all times hereunder,  OFT shall keep the
Theater  insured  under a General  Property,  Casualty  and  Comprehensive  Risk
insurance  policy  with fire,  windstorm,  theft,  loss of  business  income and
associated  coverage's  with policy limits of not less than FOUR MILLION DOLLARS
($4,000,000.00) on the building,  FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) on
the contents and Equipment and TWO HUNDRED  THOUSAND  DOLLARS  ($200,000.00)  in
loss of business income.  Such policy shall list OFT and On Stage as loss payees
as their  interests may appear.  OFT agrees to provide On Stage with evidence of
such insurance upon request  therefore.  On Stage hereby agrees to reimburse OFT
the premium for said  building,  contents  and loss of business  insurance  on a
monthly  basis,  but reserves the right to procure a  replacement  policy,  with
identical coverage from a similarly rated insurance  company,  in the event said
premium is excessive, in the sole discretion of On Stage.

     16.  COMPLIANCE WITH APPLICABLE  LAWS. OFT hereby warrants that the Theater
is not in violation of any city,  county,  state or federal statute,  ordinance,
law or rule which  prohibits  the Theater to be open for business to the public.
On  Stage,  at its  sole  expense,  shall  comply  with  all  laws,  orders  and
regulations of any governmental authority and shall, at its own expense,  obtain
all the normal required licenses or permits for the occupancy of the Theater and
the Theater.  In addition to the above,  On Stage  warrants that it will procure
and solely remain responsible for any and all musical licensing,  including, but
not limited to BMI, ASCAP and SESAC fees, if required for its Show.

     17. ON STAGE'S  RIGHTS AS TO BUSINESS  SIGNS.  On Stage may at its own risk
and expense erect or place in a lawful manner,  signs concerning its business on


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the Demised Premises and the Theater,  it being  understood  between the parties
hereto that the  maintenance of such signs shall be kept in good state of repair
and On Stage  shall  repair  any damage  that may have been done to the  Demised
Premises  and/or Theater by the erection,  existence,  or removal of such signs.
Upon the  expiration of this Lease  Agreement or any renewal  thereof,  On Stage
shall remove the signs at its expense. All designs shall be in good taste and in
conformity with the regulations of all applicable Governmental Sign Codes.


     18. ASSIGNMENT AND SUBLEASING. On Stage may sublet and/or assign this Lease
Agreement,  provided it receives the prior written consent of OFT, which consent
shall not be unreasonably  withheld.  OFT hereby acknowledges its consent for On
Stage to sublet the Theater and Demised  Premises to Gabriel  Enterprises,  Inc.
and  further  acknowledges  that  On  Stage  shall  be  entitled  to any and all
revenues/losses associated therewith,  without OFT's involvement of any kind. On
Stage further  agrees to assume all liability for the agreement  between OFT and
Gabriel  Enterprises,  Inc.  dated January 19, 2001, as amended on March 7, 2001
and again on March 19, 2001  (hereinafter  the agreement and the two  amendments
thereto  shall  be  collectively  referred  to as the  "Agreement"),  a true and
correct copy of each is attached hereto as Exhibit C.

     19.  INDEMNIFICATION.  On  Stage  agrees  to fully  indemnify  and hold OFT
harmless  for any  personal  injury,  death or  property  damage  which might be
suffered by OFT, its agents, employees or any third parties legally coming in or
upon the  Theater  during  the Term of this Lease  Agreement  or from On Stage's
operations in, on or around the Demised Premises.  OFT shall defend,  indemnify,
save and otherwise  hold On Stage free,  clear and harmless from and against any
claim,  liability,  loss, expense or damage to any person or property in or upon
the Theater,  arising out of OFT's use or occupancy of said  premises or any act
or  neglect  of  OFT  or its  servants,  employees  or  agents,  or any  change,
alteration or improvement made by OFT to the Theater.

     20. LANDLORD'S RIGHT OF ENTRY. OFT and its representatives may, upon twenty
four (24) hours prior  written  notice to On Stage,  enter the  Theater,  during
normal business hours, for the purpose of inspecting the Theater, performing any
work OFT is to perform  hereunder  or elect to  undertake  because of On Stage's
failure to do so, or for  exhibiting  the  property to  perspective  purchasers,
lessees,  or mortgagees,  as long as this entry does not interfere with the Show
or with On Stage's  patrons.  On Stage shall have the right to provide an escort
during such entries hereunder. Any violation of this paragraph shall be deemed a
material breach hereof.

     21.  NOTICES.  Any  notice,  consent,  approval,  request,  demand or other
communication required or permitted hereunder must be in writing to be effective
and shall be deemed delivered and received when: (a) Personally  delivered or if
delivered by facsimile, when electronic confirmation is actually received by the
party to whom notice was sent,  or (b) If  delivered  by mail  whether  actually
received  or not,  at the close of  business  on the third  (3rd)  business  day


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following  a day  when  placed  in the  United  States  Mail,  postage  prepaid,
certified or registered  mail,  return receipt  requested,  at the addresses set
forth  below (or to such  other  address as any party  shall  specify by written
notice so given),  and shall be deemed to have been  delivered as of the date so
personally  delivered  or mailed.  The address of On Stage for  purposes of this
paragraph is as follows: On Stage Entertainment,  Inc., c/o: Timothy J. Parrott,
4625 W. Nevso,  Suite 9, Las Vegas,  NV 89103,  with a courtesy  copy to: Silver
State Legal, c/o Christopher R. Grobl, Esq., 4625 West Nevso Drive, Suite 9, Las
Vegas, Nevada 89103. Address for OFT shall be as follows: c/o James Osmond, 3216
West Highway 76,  Branson,  Missouri 65616,  with a courtesy copy to:  Carnahan,
Evans,  Cantwell & Brown,  P.C.,  c/o John M. Carnahan III, 4 Corporate  Center,
Suite 410, 1949 East Sunshine, P.O. Box 10009, Springfield, Missouri 65808-0009.

     22. VENUE;  CHOICE OF LAW. The validity,  performance  and  construction of
this Lease Agreement shall be governed by, and be interpreted in accordance with
the laws of the State of Missouri. The County of Taney,  Missouri,  shall be the
only  county  which  shall be a proper  county  with  respect to any  litigation
involving this Lease Agreement.  On Stage and OFT waive their respective  rights
to have any  court  proceeding  or any  other  litigation  filed or tried in any
county other than Taney County, Missouri.

     23. BINDING AGREEMENT.  The covenants,  terms,  conditions,  provisions and
undertakings  in this  Lease  Agreement  shall  extend to and be  binding on the
heirs,  executors,  administrators,  successors  and  assigns to the  respective
parties  hereto,  as if they were in every case named and expressed and shall be
construed as covenants running with the land; and wherever  reference is made to
either of the parties hereto,  it shall be held to include and apply also to the
heirs, executors, administrators, successors and assigns of such party as if and
in each and every case so expressed.

     24. ENTIRE  AGREEMENT.  This Lease Agreement  contains the entire agreement
between  the  parties  and  shall not be  modified  in any  manner  except by an
instrument in writing executed by the parties.  If any term or provision of this
Lease  Agreement  or the  application  of such term or  provision  to persons or
circumstances other than those to which is held invalid or unenforceable,  shall
not be affected thereby and each term or provision of this Lease Agreement shall
be valid and be enforced to the fullest extent permitted by law.

     25.  CONFIDENTIALITY.  OFT agrees to keep confidential,  except as On Stage
may otherwise consent to in writing, and not to disclose,  or make use of except
for the benefit of On Stage, at any time either during or subsequent to the Term
of this Lease Agreement, any information about the terms and/or conditions of On
Stage's  license  with  Ripley's  Believe it or Not.  OFT further  agrees not to
deliver,  reproduce or in any way allow any such confidential information or any
documentation  relating  thereto,  to be delivered or used by any third parties,
including,  but not limited to video or audio  taping of any aspect of the Show,


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<PAGE>

without  specific  direction or consent in writing of On Stage. OFT may disclose
this Lease Agreement with its advisors, provided OFT ensures each advisor agrees
to keep this Lease Agreement confidential.

     26. NON-CIRCUMVENTION. Provided that On Stage is not in any material breach
of any of the terms hereof, or in the event that On Stage is in breach yet fails
to cure said breach  within  thirty (30) days of notice duly given,  OFT agrees,
that during the continuance of this Lease Agreement and for a period of five (5)
years thereafter, OFT, along with its stockholders,  directors, officers, agents
and/or  employees  will not, on behalf of OFT or on behalf of any other  person,
company,  corporation,  partnership, or other entity or enterprise,  directly or
indirectly,  as an employee,  proprietor,  stockholder,  partner,  consultant or
otherwise,  enter into any  agreement,  whether  directly  or  indirectly,  with
Ripley's Believe it or Not, Wonderworks,  or any other entity that showcases the
oddities of human behavior  through live  entertainment.  This  paragraph  shall
remain in full  force and  effect  for a period  of five (5)  years  beyond  the
termination of this Lease Agreement.

     27. VIOLATION OF COVENANTS. If any of the covenants or agreements contained
in Paragraphs 25 and/or 26 hereof are violated, OFT agrees and acknowledges that
such violation or threatened violation will cause irreparable injury to On Stage
and its Show(s) and that the remedy at law for any such  violation or threatened
violation would be inadequate,  and that On Stage will be entitled,  in addition
to any other  remedies,  to injunctive  relief  without the necessity of proving
actual  damages.  OFT agrees that the provisions of this Paragraph shall survive
the  expiration  or  termination  of this Lease  Agreement or any part  thereof,
without  regard  to the  reason  therefore.  On Stage  would be  entitled  to an
injunction to be issued by any court of competent jurisdiction,  restraining OFT
from committing or continuing any such violation of this Lease Agreement.

     28.  REMEDIES.  It is agreed and stipulated  that in case On Stage fails to
promptly  make the Monthly  Rental  payments  and/or keep any of the  covenants,
agreements,  terms and conditions of this Lease Agreement, and On Stage fails to
cure said  material  breach  within  thirty  (30) days after  receipt of written
notice by OFT informing On Stage of said material breach and the nature thereof,
OFT shall have the right to terminate  this Lease  Agreement and to re-enter and
take possession of the Theater and hold, enjoy and re-rent the same without such
re-entry  working a forfeiture of the rents.  In addition to any other  remedies
OFT may have at law or in equity or under this Lease  Agreement,  On Stage shall
pay upon demand all OFT's costs, expenses, consequential and liquidated damages,
attorney's  fees,  etc. in connection  with any and all disputes  arising out of
this  Lease  Agreement  or  because  of any  breach of the  terms of this  Lease
Agreement  by On Stage.  Any other  provision  of this  Lease  Agreement  to the
contrary  notwithstanding,  neither  On Stage nor OFT shall be in default of its
respective  obligations  hereunder  until after  written  notice of such default
shall be given to the  defaulting  party and such party fails to remedy the same
within ten (10) days of the receipt of such  notice in the case of  non-monetary
default or not to exceed  thirty  (30) days of the receipt of such notice in the
case of a monetary default.

                                       9
<PAGE>

     29.  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS.  On Stage  shall not  generate,
manufacture, store, release, discharge or dispose of on, in or under the Demised
Premises,   or  transport  to  of  from  the  Demised  Premises  any  "Hazardous
Materials,"  or allow any other person or entity to do so. As used in this Lease
Agreement,  "Hazardous  Materials"  shall mean:  (i)  "hazardous  substances" or
"toxic substances" as those terms are defined by the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.ss.9601,  et. seq.
or the Hazardous Materials Transportation Act, 49 U.S.C.ss.1801,  all as amended
and amended after this date; (ii) "hazardous wastes", as that term is defined by
the Resource  Conservation  and Recovery Act ("RCRA"),  42 U.S.C.ss.  6901,  et.
seq., as amended and amended after this date; (iii) any pollutant or contaminant
or hazardous,  dangerous or toxic chemicals,  materials or substances within the
meaning  of any  other  applicable  federal,  state  or local  law,  regulation,
ordinance or requirement  (including consent decrees and administrative  orders)
relating  to or  imposing  liability  or  standards  of conduct  concerning  any
hazardous,  toxic or dangerous  waste  substance or material,  all as amended or
amended after this date; (iv) crude oil or any fraction  thereof which is liquid
at standard  conditions of temperature  and pressure (60 degrees  Fahrenheit and
14.7 pounds per square inch absolute);  (v) any radioactive material,  including
any source,  special  nuclear or by-product  material as defined at 42 U.S.C.ss.
2011,  et. seq.,  as amended and amended  after this date;  (vi) asbestos in any
form or condition;  and (vii) polychlorinated  biphenyls (PCBS) or substances or
compounds containing PCBS.

     On Stage shall indemnify, defend (with counsel reasonably acceptable to OFT
and at On Stage's  sole cost) and hold OFT and OFT's  affiliates,  shareholders,
directors, officers, employees and agents free and harmless from and against all
losses,  liabilities,   obligations,  penalties,  claims,  litigation,  demands,
defenses, costs, judgments, suits, proceedings, damages (including consequential
damages),  disbursements or expenses of any kind (including, without limitation,
attorneys'  and experts'  fees and expenses,  and fees and expenses  incurred in
investigating,  defending or prosecuting  any  litigation,  claim or proceeding)
that may at any time be imposed upon,  incurred by,  asserted or awarded against
OFT or any of them in  connection  with or arising from or out of a violation of
On Stage's  covenants of this  Paragraph 29. It is  specifically  understood and
agreed to by On Stage  that the  indemnity  contained  in this  paragraph  shall
survive the expiration or earlier termination of this Lease Agreement.

     30.  MODIFICATION.  No change or modification of this Lease Agreement shall
be valid unless the same is in writing and signed by all parties hereto.

     31. BINDING  EFFECT.  The Lease  Agreement shall be binding upon the heirs,
executors,  administrators, and assigns of OFT and any successors in interest of
On Stage.

     32.  CAPTIONS.  The captions  contained herein are not a part of this Lease
Agreement.  They are only for the  convenience  of the parties and do not in any
way  modify,  amplify  or give full  notice of any of the  terms,  covenants  or
conditions of this Lease Agreement.

                                       10
<PAGE>

     33.  COUNTERPARTS.  This Lease  Agreement  may be executed in any number of
counterparts  and any facsimile  signatures  hereon shall be deemed original for
all purposes.

     34. TIME IS OF THE ESSENCE. Time is of the essence in this Lease Agreement.

     35.  ATTORNEYS'  FEES.  In the  event  of  any  litigation  involving  this
Agreement between the parties hereto,  the prevailing party shall be entitled to
an award of its  reasonable  court  costs and  attorneys'  fees at all trial and
appellate levels from the non-prevailing party.

     36.  RELATIONSHIP OF PARTIES.  It is understood between the parties that On
Stage and OFT are performing  hereunder as independent and sovereign parties and
that  no  other  relationship   besides  a  conventional   Landlord  and  Tenant
relationship including, but not limited to, joint venture,  employer-employee or
partnership,  exists between them and the same are expressly  disavowed and each
party hereto is an independent  entity  separate and distinct from the other. In
addition,  both parties  agree to comply with all  applicable  provisions of the
Internal  Revenue  Code and any other  applicable  laws,  rules and  regulations
relative to their  respective  performances  hereunder.  Neither  party shall be
liable to the other for  paying  withholding  taxes or the  payment of any other
taxes imposed by any taxing authority.  37. SEPARABILITY.  In the event that any
term or condition or provision in any paragraph of this Lease  Agreement is held
by a court of competent jurisdiction from which there is no appeal to be invalid
or illegal or contrary to public policy,  this Lease Agreement will be construed
as though that  provision  or term or condition  did not appear  therein and the
remaining  provisions  of this Lease  Agreement  will continue to full force and
effect.

     38. CONSTRUCTION. For purposes of this Lease Agreement, the language of the
contract  shall be deemed to be the language of both  parties and neither  party
shall be construed as the drafter.

     39.  SUBORDINATION;   ATTORNMENT.  OFT  hereby  warrants  that  this  Lease
Agreement and On Stage's rights under the same are and shall remain  superior to
the operation and effect of the lien of any mortgage,  Deed of Trust or any lien
resulting from any other method of financing or refinancing,  entered into prior
to or  subsequent  to the time  that  this  Lease  Agreement  is  executed.  If,
subsequent to the execution of this Lease Agreement, any person shall succeed to
all  or any  part  of  OFT's  interest  in the  Theater,  whether  by  purchase,
foreclosure,  deed in lieu  of  foreclosure,  power  of sale or  otherwise,  the
successor in interest shall take the Theater  subject to the terms of this Lease
Agreement and OFT shall remain liable for all responsibilities  under this Lease
Agreement,  until such time as the  successor  in interest  expressly  agrees to
assume OFT's responsibilities under this Lease Agreement,  in writing, and has a
net worth of at least $5,000,000.

     40. ESTOPPEL  CERTIFICATE;  TENANT'S STATEMENT.  Within ten (10) days after
written request,  On Stage shall at any time and from time to time, upon request
in writing by OFT,  execute,  acknowledge  and deliver to OFT,  OFT's  actual or


                                       11
<PAGE>

proposed mortgagee,  ground lessee, master lessor, successor lessee,  purchaser,
or other  party,  as OFT may from time to time  direct,  a statement  in writing
and/or  certificate in recordable  form (a) certifying that this Lease Agreement
is unmodified and in full force and effect (or, if modified,  stating the nature
of such  modification and certifying that this Lease Agreement as so modified is
in full force and  effect),  and the date to which the rental and other  charges
are paid in advance, if any, (b) acknowledging that there are not, to On Stage's
knowledge,  any  uncured  defaults  on the  part  of  any  party  hereunder,  or
specifying  such  defaults if any are  claimed,  (c)  setting  forth the date of
commencement  of rents and  expiration  of the Term,  and (d) any other  matters
which OFT, such mortgagee, lessee, lessor, purchaser or other party may require.

     41.  GENERATOR.  OFT  hereby  warrants  that the  generator  located on the
Demised Premises is in good order and repair (the "Generator").  During the Term
of this  Agreement,  On Stage shall be responsible for maintaining the Generator
at its sole cost and expense.  In consideration  therefore,  OFT shall assist On
Stage with procuring an agreement(s)  with White River Valley  Electric  ("White
River") to sell  electricity  created by the  Generator  back to White  River on
similar terms and conditions which OFT currently has in its agreement with White
River. In the unlikely event On Stage is  unsuccessful  with securing such a new
contract with White River, OFT hereby agrees to assign all of its rights,  title
and interest to the income  stream  earned  through its current  contracts  with
White River to On Stage for the Term of this Agreement.  42. MECHANICS LIENS. No
work  performed  by On Stage  pursuant to this Lease  Agreement,  whether in the
nature of  construction,  alteration  or  repair,  shall be deemed to be for the
immediate  use and benefit of OFT as  contained  within this Lease  Agreement so
that no mechanics liens, or other liens,  shall be allowed against the estate of
OFT by reason of any consent  given by OFT to On Stage to improve  the  Theater.
Where applicable, all work, labor, services,  material and supplies performed or
furnished by On Stage shall be performed or furnished  under no lien  contracts.
On Stage shall  promptly  pay all persons  furnishing  labor or  materials  with
respect to any work performed by On Stage or its  contractor(s)  on or about the
Theater.  In the event any mechanics lien shall at any time be filed against the
Theater or the real estate  comprising a part of the Demised  Premises by reason
of work,  labor,  services or material  performed or  furnished,  On Stage shall
forthwith  cause the same to be  discharged  to the  satisfaction  of OFT. If On
Stage shall fail to cause such lien  forthwith  to be  discharged,  OFT may, but
shall not be obligated to, discharge the same by paying the amount claimed to be
due and the amount so paid by OFT, including reasonable attorneys' fees incurred
by OFT in  defending  such lien,  shall be due and payable by On Stage  promptly
upon OFT's demand for payment thereof.

     43.  ARBITRATION.  Any  controversy  or claim arising out of or relating to
this Agreement, or the breach and/or interpretation thereof, shall be settled by
arbitration  administered  by the  American  Arbitration  Association  under its
Commercial  Arbitration  Rules.  Any  judgment  on  the  award  rendered  by the
arbitrator  shall be  binding  and may  therefore  be  entered  in any  court of
competent  jurisdiction.  Any arbitration  proceeding  brought forth pursuant to
this Paragraph shall be held in Branson, Missouri.

                                       12
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Lease Agreement the
day and year first above written.

NOTE:  THIS  CONTRACT  CONTAINS A BINDING  ARBITRATION  PROVISION,  WHICH MAY BE
ENFORCED BY THE PARTIES.

ON STAGE ENTERTAINMENT, INC.                         OFT, LTD.
"On Stage"                                           "OFT"



______________________________                       __________________________
By:      Timothy J. Parrott                          By:      James Osmond
Its:     Chief Executive Officer                     Its:     President


<PAGE>


                                   EXHIBIT "A"

                         DESCRIPTION OF DEMISED PREMISES


All the real property and improvements situated in Section 2, Township 22 North,
Range 22 West, in Taney County, Missouri, described as follows: All that portion
of Plot 1 of said Plot 1 as shown on the official plat of Gateway Subdivision
and recorded in Plat Book 5 at Page 1, records of Taney County, Missouri, more
particularly described as follows: Beginning at the Northeast corner of said
Plot 1; thence South 524.00 feet along the East line of said Plot 1; thence
South 85 degrees 56'45"W, 335.33 feet parallel with the North line of said Plot
1; thence North 130.5. feet along the West line of said Plot 1; thence North 85
degrees 56'45"E, 35.33 feet; thence North 393.50 feet parallel with the West
line of said Plot 1; thence North 85 degrees 55'45"E, 300.00 feet to the point
of beginning. Except the following described tract: Begin at the Northeast
corner of Plot 1 of Gateway Subdivision, thence West along the North line
thereof a distance of 50.00 feet; thence South a distance of 524.00; thence East
a distance of 50.00 feet; thence North along the East line of said Plot 1 a
distance of 524.00 feet to the point of beginning.





<PAGE>


                                   EXHIBIT "B"

         LIST OF PERSONAL PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
                       CURRENTLY ON THE DEMISED PREMISES


<PAGE>


                                  EXHIBIT "C"

         OFT, LTD and GABRIEL ENTERPRISES, INC. AGREEMENT, AS AMENDED ON
                        MARCH 7, 2001 AND MARCH 19, 2001
                                        -