ON STAGE ENTERTAINMENT, INC.

                                CO-SALE AGREEMENT


     THIS CO-SALE  AGREEMENT  (the  "Agreement")  is made and entered into as of
this 13th day of March 2001, by and among ON STAGE ENTERTAINMENT, INC., a Nevada
corporation (the "Company"),  each of the persons and entities listed on Exhibit
A hereto (the  "Investors") and IMPERIAL CREDIT COMMERCIAL  MORTGAGE  INVESTMENT
CORP. ("Imperial").

                                    RECITALS

     WHEREAS,  Imperial is the  beneficial  owner of an aggregate of One Million
Four Hundred Thirty One Thousand  (1,431,122)  shares of the Common Stock of the
Company;

     WHEREAS,  the Investors  are  purchasing  shares of the Company's  Series A
Preferred Stock (together with any securities issued as a dividend thereon,  the
"Preferred  Stock") and warrants to purchase such Preferred  Stock and/or Series
A-1 Preferred Stock (the "Warrants")  pursuant to that certain Stock and Warrant
Purchase  Agreement  (the  "Purchase  Agreement")  of even  date  herewith  (the
"Financing");

     WHEREAS, the obligations in the Purchase Agreement are conditioned upon the
execution and delivery of this Agreement; and

     WHEREAS, in connection with the consummation of the Financing,  the parties
desire to enter  into this  Agreement  in order to grant  co-sale  rights to the
Company and to the Investors.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree hereto as follows:

1. DEFINITIONS.

     1.1 "Imperial  Stock" shall mean shares of the  Company's  Common Stock now
owned or subsequently acquired by Imperial by gift, purchase,  dividend,  option
exercise or any other means whether or not such  securities are only  registered
in Imperial's name or  beneficially or legally owned by Imperial.  The number of
shares of  Imperial  Stock owned by Imperial as of the date hereof are set forth
on Exhibit B, which  Exhibit may be amended  from time to time by the Company to
reflect changes in the number of shares owned by Imperial, but the failure to so
amend  shall  have no  effect  on such  Imperial  Stock  being  subject  to this
Agreement.

     1.2 "Investor  Stock" shall mean the shares of the  Company's  common stock
now  owned  or  subsequently  acquired  by the  Investors  whether  or not  such
securities  are  only  registered  in an  Investor's  name  or  beneficially  or
otherwise legally owned by such Investor.

     1.3 "Common  Stock"  shall mean shares of the  Company's  common  stock and
shares of common stock issued or issuable  upon  conversion  of the  outstanding


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Preferred Stock or exercise of any option, warrant or other security or right of
any kind convertible into or exchangeable for common stock.

     1.4 For purposes of this Agreement,  the term "Transfer"  shall include any
sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift,
transfer by request,  devise or descent, or other transfer or disposition of any
kind, including, but not limited to, transfers to receivers,  levying creditors,
trustees or receivers in  bankruptcy  proceedings  or general  assignees for the
benefit of  creditors,  whether  voluntary or by  operation of law,  directly or
indirectly, of any of the Imperial Stock or Investor Stock.

2. TRANSFERS BY IMPERIAL OR INVESTORS.

     2.1 Notice of  Transfer.  If Imperial  proposes  to Transfer  any shares of
Imperial  Stock then Imperial  shall promptly give written notice (the "Notice")
simultaneously  to the Company and to each of the Investors at least thirty (30)
days  prior to the  closing  of such  Transfer.  The Notice  shall  describe  in
reasonable  detail the proposed  Transfer  including,  without  limitation,  the
number  of  shares  of  Imperial  Stock to be  transferred,  the  nature of such
Transfer,  the  consideration  to be  paid,  and the name  and  address  of each
prospective  purchaser  or  transferee.  In the event that the Transfer is being
made  pursuant to the  provisions  of Section  3.1, the Notice shall state under
which clause of Section 3.1 the Transfer is being made.

     2.2 Investor Right of Co-Sale.

     (a)  Upon  receipt  of a  Notice,  each  Investor  shall  have  the  right,
exercisable  upon written  notice to Imperial with a copy to the Company  within
fifteen (15) days after receipt of the Notice,  to  participate in such Transfer
of Imperial Stock on the same terms and  conditions.  Such notice shall indicate
the number of shares of Investor  Stock up to that  number of shares  determined
under  Section  2.2(b)  such  Investor  wishes to sell under his or her right to
participate.  To the extent one or more of the Investors  exercise such right of
participation  in accordance with the terms and conditions set forth below,  the
number of shares of Imperial  Stock that  Imperial  may sell in the  transaction
shall be correspondingly reduced.

     (b) Each  Investor  may sell all or any part of that number of shares equal
to the product  obtained by  multiplying  (i) the aggregate  number of shares of
Imperial  Stock  covered by the Notice by (ii) a fraction the numerator of which
is the number of shares of Common  Stock  owned by such  Investor at the time of
the  Transfer  and the  denominator  of which is the  total  number of shares of
Common Stock owned by Imperial and the Investors at the time of the Transfer. If
not all of the Investors  elect to sell their share of Common Stock  proposed to
be transferred within said fifteen (15) day period, then Imperial shall promptly
notify in writing the Investors  who do so elect and shall offer such  Investors
the additional  right to participate  in the sale of such  additional  shares of
Imperial Stock proposed to be  transferred on the same  percentage  basis as set
forth above in this  subsection  2.2(b).  The Investors shall have five (5) days
after  receipt of such notice to notify  Imperial in writing  with a copy to the
Company of its  election  to sell all or a portion  thereof of the  unsubscribed
shares.

     (c) Each  Investor who elects to  participate  in the Transfer  pursuant to
this Section 2 (a "Co-Sale  Participant")  shall effect its participation in the


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Transfer by promptly  delivering  to Imperial  for  transfer to the  prospective
purchaser  one or more  certificates,  properly  endorsed  for  transfer,  which
represent:

          (i) the type and number of shares of Common  Stock which such  Co-Sale
     Participant elects to sell; or

          (ii) that  number of shares of  Preferred  Stock which is at such time
     convertible  into the number of shares of Common  Stock which such  Co-Sale
     Participant  elects  to  sell;   provided,   however,   that  such  Co-Sale
     Participant  shall  convert  such  Preferred  Stock into  Common  Stock and
     deliver Common Stock as provided in Section  2.2(c)(i)  above.  The Company
     agrees to make any such conversion immediately prior to the actual transfer
     of such shares to the purchaser.

     (d) The stock  certificate  or  certificates  that the Co-Sale  Participant
delivers to Imperial  pursuant to Section  2.2(c)  shall be  transferred  to the
prospective  purchaser in  consummation of the sale of the Common Stock pursuant
to the  terms  and  conditions  specified  in the  Notice,  and  Imperial  shall
concurrently  therewith  remit to such Co-Sale  Participant  that portion of the
sale  proceeds to which such  Co-Sale  Participant  is entitled by reason of its
participation  in such sale.  To the extent that any  prospective  purchaser  or
purchasers  prohibits such assignment or otherwise refuses to purchase shares or
other  securities  from a Co-Sale  Participant  exercising its rights of co-sale
hereunder,  Imperial shall not sell to such prospective  purchaser or purchasers
any Imperial  Stock unless and until,  simultaneously  with such sale,  Imperial
shall purchase such shares or other securities from such Co-Sale  Participant on
the same terms and conditions specified in the Notice.

     (e) The exercise or non-exercise  of the rights of the Investors  hereunder
to participate in one or more Transfers of Imperial Stock made by Imperial shall
not adversely  affect their rights to  participate  in  subsequent  Transfers of
Imperial Stock subject to Section 2.

     (f) To the extent that the  Investors  do not elect to  participate  in the
sale of the Imperial  Stock subject to the Notice,  Imperial may, not later than
sixty (60) days following  delivery to the Company of the Notice,  enter into an
agreement  providing  for the  closing of the  Transfer of such  Imperial  Stock
covered by the Notice  within  thirty (30) days of such  agreement  on terms and
conditions not more materially  favorable to the transferor than those described
in the Notice.  Any proposed  Transfer on terms and conditions  materially  more
favorable than those described in the Notice, as well as any subsequent proposed
Transfer of any of the Imperial Stock by Imperial, shall again be subject to the
co-sale rights of the Company and/or  Investors and shall require  compliance by
Imperial with the procedures described in this Section 2.

     2.3 Imperial Right of Co-Sale.

     (a) If an Investor  proposes to Transfer any shares of Investor Stock, then
the  Investor  shall  promptly  give  written  notice  (the  "Investor  Notice")
simultaneously  to the Company and  Imperial at least  thirty (30) days prior to
the closing of such  Transfer that  Imperial  shall have the right,  exercisable
upon written  notice to such Investor with a copy to the Company  within fifteen
(15) days after receipt of the Investor Notice,  to participate in such Transfer
of Investor Stock on the same terms and  conditions.  Such notice shall indicate


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<PAGE>

the number of shares of Imperial  Stock up to that  number of shares  determined
under Section 2.3(b) Imperial wishes to sell under its right to participate.  To
the extent Imperial exercises such right of participation in accordance with the
terms and  conditions  set forth below,  the number of shares of Investor  Stock
that such Investor may sell in the transaction shall be correspondingly reduced.

     (b) Imperial may sell all or any part of that number of shares equal to the
product  obtained by multiplying (i) the aggregate  number of shares of Investor
Stock  covered by the Investor  Notice by (ii) a fraction the numerator of which
is the number of shares of Common  Stock  owned by  Imperial  at the time of the
Transfer  and the  denominator  of which is the total number of shares of Common
Stock owned by Imperial and the Investors at the time of the Transfer.

     (c) If Imperial  elects to  participate  in the  Transfer  pursuant to this
Section  2, it shall  effect  its  participation  in the  Transfer  by  promptly
delivering  to such  Investor for transfer to the  prospective  purchaser one or
more certificates,  properly endorsed for transfer, which represent the type and
number of shares of Common Stock which Imperial elects to sell.

     (d) The stock  certificate or certificates  that Imperial  delivers to such
Investor  pursuant to Section  2.3(c) shall be  transferred  to the  prospective
purchaser in  consummation of the sale of the Common Stock pursuant to the terms
and  conditions  specified  in the  Investor  Notice,  and  the  Investor  shall
concurrently  therewith  remit to Imperial  that portion of the sale proceeds to
which Imperial is entitled by reason of its  participation  in such sale. To the
extent that any prospective purchaser or purchasers prohibits such assignment or
otherwise  refuses to purchase shares or other  securities from Imperial when it
exercises its rights of co-sale hereunder,  such Investor shall not sell to such
prospective  purchaser  or  purchasers  any  Investor  Stock  unless  and until,
simultaneously with such sale, such Investor shall purchase such shares or other
securities  from  Imperial  on the same terms and  conditions  specified  in the
Investor Notice.

     (e) The  exercise or  non-exercise  of the rights of Imperial  hereunder to
participate  in one or more  Transfers of Investor  Stock made by such  Investor
shall not adversely  affect their rights to participate in subsequent  Transfers
of Investor Stock subject to Section 2.

     (f) To the extent that Imperial does not elect to  participate  in the sale
of the Investor  Stock  subject to the Investor  Notice,  such Investor may, not
later than sixty (60) days  following  delivery to the  Company of the  Investor
Notice,  enter into an  agreement  providing  for the closing of the Transfer of
such Investor  Stock  covered by the Investor  Notice within thirty (30) days of
such  agreement on terms and  conditions  not more  materially  favorable to the
transferor than those described in the Investor Notice. Any proposed Transfer on
terms and  conditions  materially  more  favorable  than those  described in the
Investor  Notice,  as well as any  subsequent  proposed  Transfer  of any of the
Investor  Stock by an Investor,  shall again be subject to the co-sale rights of
Imperial  and  shall  require  compliance  by an  Investor  with the  procedures
described in this Section 2.


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<PAGE>

3. EXEMPT TRANSFERS.

     3.1 Imperial Exemptions. Notwithstanding the foregoing, neither the co-sale
rights  of  the  Company  and/or  the  Investors  nor  the  notice  of  transfer
obligations  of  Imperial  set forth in Section 2 above  shall  apply to (i) any
transfer to Imperial's trusts for the benefit of Imperial or charity,  (ii) from
and after one year from  October  12,  2000,  transfers  by Imperial of Imperial
Stock (defined  below),  either via a sale under Rule 144 promulgated  under the
Securities Act (defined below),  or via open market  transactions,  or (iii) any
transfer  or  transfers  by Imperial to a  wholly-owned  subsidiary  or a parent
corporation that owns all of the capital stock of the Imperial; provided that in
the event of any transfer  made  pursuant to one of the  exemptions  provided by
clauses (i) or (iii),  (A) Imperial  shall inform the Investors of such transfer
prior  to  effecting  it and (B)  the  transferee  shall  enter  into a  written
agreement to be bound by and comply with all provisions of this Agreement, as is
Imperial hereunder,  including without limitation Section 2. Except with respect
to Imperial  Stock  transferred  under clause (ii) above (which  Imperial  Stock
shall no longer be  subject  to the  co-sale  rights of the  Company  and/or the
Investors set forth in this Agreement),  such  transferred  Imperial Stock shall
remain  "Imperial  Stock"  hereunder,  and such  transferee  shall be treated as
"Imperial" for purposes of this Agreement.

     3.2 Investor Exemptions. Notwithstanding the foregoing, neither the co-sale
rights of the Company and/or Imperial nor the notice of transfer  obligations of
the  Investors  set forth in Section 2 above shall apply to: (i) any transfer to
the  Investor's  spouse or to trusts  for the  benefit  of such  Investor,  such
Investor's  spouse or charity;  (ii) any  transfer or transfers by a Investor to
another Investor; (iii) any transfer or transfers by an Investor to its partners
or former partners in accordance with partnership  interests;  (iv) any transfer
or transfers by an Investor to a wholly-owned subsidiary or a parent corporation
that  owns  all of the  capital  stock  of the  Investor;  (v) any  transfer  or
transfers  by an  Investor  to such  Investor's  members  or former  members  in
accordance with such members' or former members' interest in such Investor; (vi)
from and after one year from the date hereof, transfers by the Investors of each
Investor's  respective  Investor Stock (defined below),  either via a sale under
Rule 144 promulgated  under the Securities Act or via open market  transactions;
provided  that  in  the  event  of  any  transfer  made  pursuant  to one of the
exemptions  provided by clauses (i) through (v),  (A) the Investor  shall inform
Imperial of such  transfer  prior to effecting it and (B) the  transferee  shall
enter into a written  agreement to be bound by and comply with all provisions of
this Agreement, as if it were an original Investor hereunder,  including without
limitation  Section 2. Except with respect to Investor Stock  transferred  under
clause  (vi)  above  (which  Investor  Stock  shall no longer be  subject to the
co-sale rights of the Company and/or Imperial set forth in this Agreement), such
transferred  Investor Stock shall remain  "Investor Stock"  hereunder,  and such
transferee shall be treated as the "Investor" for purposes of this Agreement.

     3.3  Notwithstanding  the foregoing,  the provisions of Section 2 shall not
apply to the sale of any Imperial Stock or Investor Stock to the public pursuant
to  a  registration  statement  filed  with,  and  declared  effective  by,  the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Securities Act").

     3.4 This  Agreement  is subject to, and shall in no manner  limit the right
which  the  Company  may have to  repurchase  securities  from  Imperial  or any


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Investor,  pursuant  to (i) a stock  restriction  agreement  or other  agreement
between the Company and Imperial or the  Investor,  as  applicable  and (ii) any
right of first refusal set forth in the Bylaws of the Company.

4. PROHIBITED TRANSFERS.

     4.1 Investor Put Option.

     (a)  In  the  event  that  Imperial  should  sell  any  Imperial  Stock  in
contravention  of the co-sale  rights of each Investor under Section 2.2 of this
Agreement (a "Prohibited  Transfer"),  each Investor,  in addition to such other
remedies as may be available at law, in equity or hereunder,  shall have the put
option provided below, and Imperial shall be bound by the applicable  provisions
of such option.

     (b) In the event of a Prohibited  Transfer,  each  Investor  shall have the
right to sell to Imperial the type and number of shares of Common Stock equal to
the number of shares each  Investor  would have been entitled to transfer to the
purchaser  under  Section 2.2 hereof had the  Prohibited  Transfer been effected
pursuant to and in compliance with the terms hereof.  Such sale shall be made on
the following terms and conditions:

     (c) The  price per share at which  the  shares  are to be sold to  Imperial
shall be equal to the price per share paid by the  purchaser to Imperial in such
Prohibited Transfer. Imperial shall also reimburse each Investor for any and all
fees and expenses,  including  legal fees and  expenses,  incurred in connection
with the  exercise or the  attempted  exercise of the  Investor's  rights  under
Section 2.2.

     (d) Within  ninety (90) days after the date on which an  Investor  received
notice of the Prohibited Transfer, such Investor shall, if exercising the option
created hereby, deliver to Imperial the certificate or certificates representing
the shares to be sold, each certificate to be properly endorsed for transfer.

     (e) Imperial shall, upon receipt of the certificate or certificates for the
shares  to be  sold  by an  Investor,  pursuant  to this  Section  4.1,  pay the
aggregate  purchase  price  therefor  and the  amount of  reimbursable  fees and
expenses,  as specified in Section 4.1(c),  in cash or by other means acceptable
to the Investor

     (f)  Notwithstanding  the  foregoing,  any  attempt by Imperial to Transfer
Imperial  Stock in violation of Section 2 hereof shall be voidable at the option
of a majority  in  interest  of the  Investors  if a majority in interest of the
Investors do not elect to exercise the put option set forth in this Section 4.1,
and the Company  agrees it will not effect such a transfer nor will it treat any
alleged transferee as the holder of such shares without the written consent of a
majority in interest of the Investors.

     4.2 Imperial Put Option.

     (a) In the  event  that any  Investor  should  sell any  Investor  Stock in
contravention  of the  co-sale  rights of  Imperial  under  Section  2.3 of this


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Agreement (an "Investor  Prohibited  Transfer"),  Imperial,  in addition to such
other  remedies as may be available at law, in equity or  hereunder,  shall have
the put  option  provided  below,  and  such  Investor  shall  be  bound  by the
applicable provisions of such option.

     (b) In the event of an Investor  Prohibited  Transfer,  Imperial shall have
the right to sell such  Investor  the type and number of shares of Common  Stock
equal to the number of shares  Imperial  would have been entitled to transfer to
the purchaser under Section 2.3 hereof had the Investor Prohibited Transfer been
effected pursuant to and in compliance with the terms hereof. Such sale shall be
made on the following terms and conditions:

     (c) The  price per share at which  the  shares  are to be sold to  Investor
shall be equal to the price per share paid by the  purchaser  to Investor in the
Investor Prohibited Transfer. Investor shall also reimburse Imperial for any and
all fees and expenses, including legal fees and expenses, incurred in connection
with the  exercise or the  attempted  exercise of the  Imperial's  rights  under
Section 2.3.

     (d)  Within  ninety  (90) days  after the date on which  Imperial  received
notice of the Investor  Prohibited  Transfer,  Imperial shall, if exercising the
option  created  hereby,  deliver to Investor the  certificate  or  certificates
representing the shares to be sold, each certificate to be properly endorsed for
transfer.

     (e) Investor shall, upon receipt of the certificate or certificates for the
shares to be sold by Imperial,  pursuant to this Section 4.2, pay the  aggregate
purchase price  therefor and the amount of  reimbursable  fees and expenses,  as
specified in Section 4.2(c), in cash or by other means acceptable to Imperial.

     (f)  Notwithstanding  the  foregoing,  any  attempt by Investor to Transfer
Investor  Stock in violation of Section 2 hereof shall be voidable at the option
of Imperial if Imperial  does not elect to exercise  the put option set forth in
this Section 4.2, and the Company  agrees it will not effect such a transfer nor
will it treat any alleged  transferee  as the holder of such shares  without the
written consent of Imperial.

5. LEGEND.

     5.1 Each certificate  representing  shares of Common Stock now or hereafter
owned by  Imperial  or  Investor  or issued to any person in  connection  with a
Transfer  pursuant to Section 3.1(i),  Section  3.1(iii),  or 3.2(i)-(v)  hereof
shall be endorsed with the following legend:

                  "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
                  CONDITIONS OF A CERTAIN CO-SALE AGREEMENT BY AND BETWEEN THE
                  SHAREHOLDER, THE COMPANY AND CERTAIN HOLDERS OF STOCK OF THE
                  COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
                  REQUEST TO THE SECRETARY OF THE COMPANY."

     5.2  Imperial  and the  Investors  agree that the Company may  instruct its
transfer  agent to impose  transfer  restrictions  on the shares  represented by


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certificates  bearing the legend referred to in Section 5.1 above to enforce the
provisions  of this  Agreement  and the  Company  agrees to  promptly do so. The
legend shall be removed upon termination of this Agreement.

6. MISCELLANEOUS.

     6.1  Conditions to Exercise of Rights.  Exercise of the  Investors'  rights
under this Agreement shall be subject to and conditioned  upon, and Imperial and
the Company shall use their best efforts to assist each Investor in,  compliance
with applicable laws.

     6.2 Governing Law. This Agreement  shall be governed by and construed under
the laws of the State of California as applied to  agreements  among  California
residents entered into and to be performed entirely within California.

     6.3  Amendment.  Any  provision  of this  Agreement  may be amended and the
observance  thereof may be waived (either generally or in a particular  instance
and either  retroactively or prospectively),  only by the written consent of (i)
as to the Company,  only by the Company,  (ii) as to the  Investors,  by persons
holding more than sixty-six and two-thirds  percent (66 2/3%) in interest of the
Common Stock held by the Investors and their assignees,  pursuant to Section 6.4
hereof,  and (iii) as to Imperial,  by an appropriate  officer of Imperial.  Any
amendment or waiver  effected in accordance with clauses (i), (ii), and (iii) of
this  Section  6.3 shall be  binding  upon each  Investor,  its  successors  and
assigns, the Company and Imperial.

     6.4 Assignment of Rights.  This Agreement  constitutes the entire agreement
between the parties relative to the specific subject matter hereof. Any previous
agreement  among the parties  relative to the specific  subject matter hereof is
superseded by this  Agreement.  This Agreement and the rights and obligations of
the parties  hereunder shall inure to the benefit of, and be binding upon, their
respective successors, assigns and legal representatives.

     6.5 Term.  This Agreement  shall continue in full force and effect from the
date hereof through the earliest of the following  dates, on which date it shall
terminate in its entirety:

     (a) the date of the closing of a sale,  lease, or other  disposition of all
or  substantially  all of the Company's  assets or the Company's  merger into or
consolidation with any other corporation or other entity, or any other corporate
reorganization,  in which the holders of the Company's  outstanding voting stock
immediately  prior to such transaction own,  immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the
corporation  or other entity  surviving  such  transaction,  provided  that this
Section 6.5(a) shall not apply to a merger effected  exclusively for the purpose
of changing the domicile of the Company;

     (b) the date as of which the parties  hereto  terminate  this  Agreement by
written  consent of Imperial and sixty-six and  two-thirds  percent (66 2/3%) in
interest of the Investors;

     (c) in the event the Company  consummates a Qualified  Public  Offering (as
defined below) provided,  however, that Imperial hereby agrees that it shall not
sell, transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as a
sale,  any Common  Stock (or other  securities)  of the Company held by Imperial
(other than those included in the  registration)  for a period  specified by the


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<PAGE>

representative  of the underwriters of Common Stock (or other securities) of the
Company not to exceed one hundred eighty (180) days following the effective date
of a  registration  statement  of the Company  filed under the  Securities  Act;
provided, that all officers and directors of the Company and holders of at least
one  percent  (1%)  of  the  Company's  voting  securities  enter  into  similar
agreements.  A Qualified  Public  Offering shall be defined as a firm commitment
for an underwriting of the Company's  equity  securities at a price per share in
excess of $1.25 per share (adjusted for stock splits and recapitalizations  from
the Company's current  capitalization) in which the Company files a registration
statement under the Securities Act covering the  registration of the Registrable
Securities then outstanding and if the anticipated aggregate offering price, net
of underwriting discounts and commissions, would exceed $15,000,000; or

     (d) the  date on which  Imperial's  ownership  of  Common  Stock no  longer
exceeds five percent (5%) of the Company's outstanding Common Stock.

     6.6 Ownership.  Imperial  represents and warrants that it is the sole legal
owner,  and that it and its parent,  Imperial Credit  Industries,  Inc., are the
beneficial  owners of those shares of Imperial Stock it currently  holds subject
to the Agreement and that, except as set forth herein, no person or other entity
has any interest in such shares.

     6.7  Notices.  All notices  required  or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified,  (ii) when sent by confirmed  electronic mail or facsimile
if sent during normal business hours of the recipient;  if not, then on the next
business  day,  (iii)  five (5) days after  having  been sent by  registered  or
certified mail, return receipt requested,  postage prepaid,  or (iv) one (1) day
after deposit with a nationally  recognized  overnight courier,  specifying next
day delivery,  with written verification of receipt. All communications shall be
sent to the party to be notified  at the  address as set forth on the  signature
page  hereof or at such other  address as such party may  designate  by ten (10)
days advance written notice to the other parties hereto.

     6.8  Severability.  In the  event  one or  more of the  provisions  of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

     6.9 Attorneys'  Fees. In the event that any suit or action is instituted to
enforce any provision in this  Agreement,  the prevailing  party in such dispute
shall be entitled to recover from the losing party all fees,  costs and expenses
of enforcing  any right of such  prevailing  party under or with respect to this
Agreement,  including without  limitation,  such reasonable fees and expenses of
attorneys and accountants,  which shall include,  without limitation,  all fees,
costs and expenses of appeals.

     6.10 Entire Agreement.  This Agreement and the Exhibits hereto,  along with
the Purchase Agreement and each of the Exhibits thereto, constitute the full and
entire  understanding  and  agreement  between  the  parties  with regard to the


                                       9
<PAGE>

subjects  hereof and  thereof and no party shall be liable or bound to any other
in any  manner by any  representations,  warranties,  covenants  and  agreements
except as specifically set forth herein and therein.

     6.11  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]



                                       10
<PAGE>

        The foregoing CO-SALE AGREEMENT is hereby executed as of the date first
above written.

INVESTORS:                                 COMPANY:

MCCOWN DE LEEUW AND COMPANY IV, LP         ON STAGE ENTERTAINMENT, INC.


By:______________________________          By:_______________________________
Name:                                      Name:
Title:                                     Title:

MCCOWN DE LEEUW AND COMPANY IV
    ASSOCIATES, LP

By:______________________________
Name:
Title:

DELTA FUND, LP

By:______________________________
Name:
Title:


BOARD OF TRUSTEES OF THE LELAND             IMPERIAL:
STANFORD JUNIOR UNIVERSITY
                                            IMPERIAL CREDIT COMMERICAL MORTGAGE
                                            INVESTMENT CORP.

By:______________________________          By:_______________________________
Name:                                      Name:
Title:                                     Title:

<PAGE>
                                    EXHIBIT A

                                LIST OF INVESTORS

1.       McCown De Leeuw and Company IV, LP

2.       McCown De Leeuw and Company IV Associates, LP

3.       Delta Fund, LP

4.       Board of Trustees of the Leland Stanford Junior University




<PAGE>


                                    EXHIBIT B

                                 IMPERIAL SHARES

hares owned by Imperial Credit Commercial Mortgage Investment Corp. = 1,431,122