ADVISORY SERVICES AGREEMENT


     THIS ADVISORY SERVICES  AGREEMENT (this  "Agreement") is entered into as of
March  13,  2001,  by  and  between  ON  STAGE  ENTERTAINMENT,  INC.,  a  Nevada
corporation (the "Company"),  and MDC MANAGEMENT  COMPANY IV, L.P., a California
limited partnership ("MDC").

     A. Contemporaneously  with this Agreement,  certain affiliates of MDC, will
acquire certain shares of the capital stock of the Company; and

     B. The investment in the Company by certain affiliates of MDC is subject to
the execution and delivery of this Agreement;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises of the parties
hereinafter set forth, MDC and the Company hereby agree as follows:

     1.  Retention  as  Advisor.  Subject to each of the terms,  conditions  and
provisions of this Agreement, the Company hereby retains MDC to perform, and MDC
hereby agrees to perform, those financial, advisory and managerial functions set
forth in Section 4 of this Agreement.

     2. Term.

     2.1  Subject to the  provisions  for  termination  set forth  herein,  this
Agreement  shall be  effective  as of the date  hereof  and  expire on the fifth
anniversary of the date hereof; provided,  however, that this Agreement shall be
renewable  automatically  annually  for  additional  one-year  terms  unless MDC
receives a notice of termination from the Company prior to the renewal date.

     2.2 The Company,  by written notice to MDC, authorized by a majority of the
directors  other than those who are  representatives  of MDC, may terminate this
Agreement for justifiable  cause,  which shall mean any of the following events:
(i)  material  breach  by  MDC  of  any  of  its  obligations  hereunder;   (ii)
misappropriation  by MDC of funds or property  of the  Company or other  willful
breach in the course of the  consultantcy;  or (iii) gross neglect by MDC in the
fulfillment of its obligations hereunder.

     2.3 MDC,  by thirty  (30) days prior  written  notice to the  Company,  may
terminate this Agreement at any time.

     3. Compensation.

     3.1 As compensation to MDC for its management and advisory  services to the
Company  under this  Agreement,  the Company  agrees to (i) pay MDC a fee of two
hundred  fifty  thousand  dollars  ($250,000)  for services  rendered  hereunder
through  March  30,  2002,  such fee to be paid in  advance  in four  (4)  equal
installments on or before the fifth day of April,  2001,  July,  2001,  October,


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2001  and  January,  2002  and (ii)  thereafter,  pay MDC a fee for each  fiscal
quarter of service hereunder equal to the greater of (x) sixty-two thousand five
hundred  dollars  ($62,500)  or (y)  one-fourth  of one  percent  (0.25%) of the
Company's  gross revenues  reported for the four (4) most recent fiscal quarters
then ended,  such sum to be paid on or before the fifth day of  January,  April,
July and October of each year,  as  applicable.  In no event shall the fee to be
paid to MDC pursuant to this Section 3.1 exceed ninety-five thousand dollars for
any one fiscal quarter.

     3.2 From time to time,  the Company may request MDC to provide  significant
additional  services,  such as in connection  with a major  acquisition  or debt
restructuring.  MDC will be entitled to receive additional compensation for such
services, which will be governed by a separate written agreement, negotiated and
signed by both  parties.  The Company and MDC agree to  negotiate  in good faith
concerning the scope and compensation for such additional  services,  based upon
compensation  customarily  received by independent  investment banking firms for
providing similar assistance.  Any agreement regarding  additional  compensation
shall be in writing and signed by MDC and the Company.

     3.3 The  Company  agrees to pay actual and  direct  out-of-pocket  expenses
(including,  but not limited to, reasonable fees and disbursements of attorneys,
accountants  and  other  professionals  and  consultants   retained  by  MDC  in
connection  with  the  services  provided  hereunder)  incurred  by MDC  and its
personnel in performing  services  hereunder to the Company and its subsidiaries
which  shall be  reimbursed  to it by the  Company  upon MDC's  rendering  of an
invoice  statement  therefor  together with such  supporting data as the Company
reasonably shall require.

     4. Duties as Advisor.

     MDC's duties as a financial and management advisor to the Company under the
provisions  of this  Agreement  shall  include  providing  services in obtaining
equity,  debt,  lease and  acquisition  financing,  as well as  providing  other
financial,  advisory and consulting services for the operation and growth of the
Company at any time during the term of this  Agreement  (the  "Services").  Such
Services shall be rendered upon the reasonable request of the Company. MDC shall
devote as much time as reasonably necessary to the affairs of the Company.

     5. Decisions.

     The Company  reserves  the right to make all  decisions  with regard to any
matter upon which MDC has rendered its advice and consultation,  and there shall
be no liability to MDC for any such advice  accepted by the Company  pursuant to
the provisions of this Agreement.

     6. Authority of Advisor.

     MDC shall have  authority  only to act as a  consultant  and advisor to the
Company.  MDC shall have no authority to enter into any agreement or to make any
representation,  commitment or warranty binding upon the Company or to obtain or
incur any right,  obligation  or  liability  on behalf of the  Company.  Nothing
contained  herein shall be interpreted as restricting,  modifying or waiving the
rights,  privileges  or  obligations  of  MDC or  any  of  its  affiliates  as a
shareholder, director or officer of the Company.

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     7. Independent Contractor.

     Except as may be expressly provided elsewhere in this Agreement,  MDC shall
act as an independent contractor and shall have complete charge of its personnel
engaged in the performance of the Services.

     8. Books and Records.

     MDC's books and records with respect to the Services  ("Books and Records")
shall be kept at MDC's office located at 3000 Sand Hill Road,  Building 3, Suite
290,  Menlo  Park,  California  94025.  The Books and  Records  shall be kept in
accordance with  recognized  accounting  principles and practices,  consistently
applied,  and  shall  be  made  available  for  the  Company  or  the  Company's
representatives'  inspection  and  copying at all times  during  regular  office
hours. MDC shall not be required to maintain the Books and Records for more than
three (3) years after termination of this Agreement.

     9. Confidential Information.

     The  parties  acknowledge  that  during  the  course  of  provision  of the
Services,  the  Company  may  disclose  information  to MDC  or  its  affiliated
companies.  MDC shall  treat  such  information  as the  Company's  confidential
property and safeguard and keep secret all such  information  about the Company,
including reports and records, customer lists, trade lists, trade practices, and
prices pertaining to the Company's business coming to the attention or knowledge
of MDC  because of any  activities  conducted  by MDC under or  pursuant to this
Agreement;  provided,  however, that nothing contained herein shall be construed
as  prohibiting  MDC from  disclosing  information  regarding the Company to its
investors  and  other  affiliates  as  MDC  may  deem  necessary,  advisable  or
convenient,  provided MDC informs its investors and other  affiliates  about the
confidentiality restrictions and ensures that such investors and affiliates also
agree to be bound by the terms of this paragraph.

     10. Notices and Communications.

     10.1 All communications  relating to the day-to-day activities necessary to
render the Services shall be exchanged between the respective representatives of
the  Company  and MDC,  who will be  designated  by the  parties  promptly  upon
commencement of the Services.

     10.2 All other notices,  demands, and communications  required or permitted
hereunder  shall  be in  writing  and  shall  be  delivered  personally  to  the
respective  representatives  of the  Company and MDC set forth below or shall be
mailed by registered mail, postage prepaid,  return receipt requested.  Notices,
demands  and  communications  hereunder  shall be  effective:  (i) if  delivered
personally, on delivery; or (ii) if mailed, forty-eight (48) hours after deposit
thereof in the United  States mail  addressed  to the party to whom such notice,
demand,  or  communication is given.  Until changed by written notice,  all such
notices, demands and communications shall be addressed as follows:

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                  If to the Company:

                           On Stage Entertainment, Inc.
                           4625 West Nevso Drive
                           Las Vegas, Nevada  89103
                           Attn:  Tom Hopkins, Esq.

                  If to MDC:

                           McCown De Leeuw & Co., Inc.
                           3000 Sand Hill Road
                           Building 3, Suite 290
                           Menlo Park, California  94025
                           Attn:  Robert Hellman

                  With copies to:

                           Cooley Godward LLP
                           3000 Sand Hill Road
                           Building 3, Suite 230
                           Menlo Park, California  94025
                           Attn:  Craig Venable

                           Nida & Maloney, LLP
                           800 Anacapa Street
                           Santa Barbara, California  93101-2212
                           Attn: Theodore Maloney



     11. Assignments.

     MDC shall not assign this  Agreement  in whole or in part without the prior
written consent of the Company;  provided,  however, that such consent shall not
be  unreasonably  withheld with respect to  assignments  to MDC's  affiliates or
wholly-owned subsidiaries.

     Subject to the  foregoing,  all the terms and conditions  contained  herein
shall inure to the benefit of and shall be binding  upon the parties  hereto and
their respective heirs, personal representatives, successors and assigns.

     12. Limitation of Liability; Indemnity.

     MDC shall have no liability to the Company on account of any advice that it
rendered to the Company provided MDC believed in good faith that such advice was
useful or  beneficial  to the Company at the time it was  rendered.  The Company
will  indemnify  and hold  harmless  MDC and its  affiliates,  and each of their
respective directors,  officers,  partners,  principals,  employees,  agents and
representatives,  from and against any actual or  threatened  claims,  lawsuits,
actions or  liabilities  (including  the fees and  expenses of counsel and other
litigation costs) of any kind or nature, arising as a result of or in connection
with this  Agreement and their  services,  activities  and decisions  hereunder,
except that the Company will not be obligated  to so indemnify  any  indemnified
party if, and to the extent that, such claims, lawsuits,  actions or liabilities
against such  indemnified  party  directly  result from the gross  negligence or


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willful  misconduct of such  indemnified  party as admitted in any settlement by
such  indemnified  party  or  held  in any  final,  non-appealable  judicial  or
administrative  decision. In connection with such  indemnification,  the Company
will promptly  remit or pay to MDC any amounts that MDC certifies to the Company
in writing are payable to MDC or other indemnified parties hereunder.

     13. Applicable Law and Severability.

     This Agreement shall, in all respects, be governed by the laws of the State
of  California  applicable  to  agreements  executed and to be wholly  performed
within the State of California.  Nothing  contained herein shall be construed so
as to require the  commission of any act contrary to law, and wherever  there is
any conflict between any provisions contained herein and any contrary present or
future statute, law, ordinance or regulation,  the latter shall prevail, but the
provisions of this  Agreement  which are affected shall be curtailed and limited
only to the extent necessary to bring them within the requirements of the law.

     14. Further Assurances.

     Each of the parties hereto shall execute and deliver any and all additional
papers, documents and other assurances, and shall do any and all acts and things
reasonably  necessary in connection  with the  performance of their  obligations
hereunder and to carry out the intent of the parties hereto.

     15. Attorneys' Fees and Costs.

     The prevailing party in any proceeding  brought to enforce or interpret any
provision  of this  Agreement  shall  be  entitled  to  recover  its  reasonable
attorneys'  fees,  costs and  disbursements  incurred  in  connection  with such
proceeding,  including  but not  limited  to the  reasonable  costs of  experts,
accountants and consultants and all other  reasonable costs and services related
to  the  proceeding,  including  those  incurred  in  any  appeal,  jointly  and
severally, from the nonprevailing party or parties.

     16. Time of the Essence.

     Time is of the  essence of this  Agreement  and all the terms,  provisions,
covenants and conditions hereof.

     17. Captions.

     The captions  appearing  at the  commencement  of the  Sections  hereof are
descriptive  only  and  for  convenience  and  reference.  Should  there  be any
conflicts  between  any such  caption  and the  Section  at the head of which it
appears,  the  Section  and not such  caption  shall  control  and govern in the
construction of this Agreement.

     18. Modifications or Amendments.

     No  amendment,  change or  modification  of this  Agreement  shall be valid
unless it is in writing  and  signed by all the  parties  hereto  and  expressly
states that an amendment, change or modification of this Agreement is intended.

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     19. Separate Counterparts.

     This Agreement may be executed in one or more separate  counterparts,  each
of which, when so executed, shall be deemed to be an original. Such counterparts
shall, together, constitute and be one and the same Agreement.

     20. Entire Agreement.

     This  Agreement  shall  constitute the entire  understanding  and agreement
between the parties  hereto and shall  supersede  any and all letters of intent,
whether written or oral, pertaining to the subject matter of this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers on the date first appearing above.


                                      ON STAGE ENTERTAINMENT, INC.


                                      By:________________________________
                                         Name:
                                         Title:



                                      MDC MANAGEMENT COMPANY IV, L.P.,
                                        a California limited partnership


                                      By:________________________________
                                         Name:
                                         Title: