SUB-LEASE AGREEMENT


     THIS SUB-LEASE  AGREEMENT (the "Agreement") is made and entered into by and
between On STAGE  ENTERTAINMENT  INC., a Nevada corporation with offices at 4625
West Nevso  Drive,  Las Vegas,  Nevada  89103  (hereinafter  referred  to as "On
Stage") and FLASHBACK, LLC, a Missouri limited liability company with offices at
3216 West  Highway  76,  Branson,  Missouri  65616  (hereinafter  referred to as
"Flashback") this __ day of March 2001.

                                   WITNESSETH

     1.  THEATER.  On  Stage,  for  and in  consideration  of the  covenants  of
Flashback,  does  hereby  sub-lease  and demise unto  Flashback,  subject to the
reservations  and  conditions set forth herein,  and Flashback  hereby agrees to
take and  sub-lease  from On  Stage,  for the term  hereinafter  specified,  the
premises  formerly  known as THE  OSMOND  FAMILY  THEATER,  located at 3216 West
Highway 76, Branson, Missouri 65616 and more particularly described on Exhibit A
attached  hereto  (hereinafter  referred to as the  "Theater").  On Stage hereby
grants to  Flashback  the  non-exclusive  right to use  certain of the  personal
property,  equipment and other leasehold  improvements  currently located in and
around the Theater,  a list of said personal  property,  equipment and leasehold
improvements is attached hereto as Exhibit "B"  (hereinafter  referred to as the
"Existing  Equipment"),  which On Stage agrees will be available to Flashback in
good working condition.

     2.  TERM.  This  Agreement  shall  remain in full  force and effect for the
following  periods (which  hereinafter  shall be  individually  referred to as a
"Performance Year" and collectively referred to as the "Term"):

     (a) October 1, 2001 through and including  December 31, 2001;  (b) November
1, 2002  through and  including  December  31,  2002;  and (c)  November 1, 2003
through and including December 31, 2003

     Additionally,  Flashback  shall  be  granted  access  to  the  Theater  and
exclusive use of the  auditorium  and stage areas for a period of three (3) days
prior to the commencement of each Performance Year for load-in purposes.

     3. RENT. Flashback agrees to pay On Stage the sum of FIFTY THOUSAND DOLLARS
($50,000.00) per month for the rental of the Theater and the use of the Existing
Equipment  located therein during each respective  Performance Year, for a total
of $150,000  for the 2001  season;  $100,000  for 2002 and $100,000 for the 2003
season,  in exchange for the quiet use and  enjoyment of the Theater  during the
Term of this Agreement (the "Rental  Amount").  Flashback shall cause the Rental
Amount to be  received  by On Stage by no later than the first (1st) day of each
October  (2001  only),  November  and  December  throughout  the  Term  of  this
Agreement.  On Stage shall have the right to automatically deduct these payments
from any and all revenue due  Flashback,  as is more  specifically  set forth in
Paragraph 9. 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.

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     Flashback  hereby agrees to pay On Stage an additional One Thousand Dollars
($1,000)  per month for each  month of the  calendar  year for the rental of the
office space  currently  used as the Theater's  group sales office.  This office
rental shall specifically  include the current office equipment located therein,
namely the desks, chairs and dedicated computer  terminals,  which Flashback may
utilize during normal business hours (7:30 a.m. to 12:30 a.m.).

     4.  UTILITIES.  Flashback  hereby  agrees  to pay On Stage  the sum of Five
Thousand  Dollars  ($5,000.00)  per month,  by the first of each month,  for the
months of October 2001;  November 2001,  2002 and 2003; and December 2001,  2002
and 2003,  which is an agreed upon flat fee  Flashback  shall pay to On Stage to
reimburse On Stage for the cost of the utilities and supplies at the Theater. It
should  be  noted  that the  actual  cost of said  utilities  and  supplies  are
immaterial  to this  Agreement,  as both  parties  have  agreed  upon this fixed
monthly  payment in lieu of having to compute the actual  monthly costs thereof.
For purposes of this paragraph,  utilities and supplies shall include, but shall
not be limited to: ticketing system fees, taxes,  utilities,  telephone service,
garbage disposal, water, sewer,  electricity,  maintenance,  repairs,  supplies,
bathroom supplies and cleaning, theatrical light disposables and repair, parking
lot clean-up, ticket stock and batteries, but shall specifically not include the
labor cost in connection with cleaning on the parking lot,  auditorium or common
theater areas (hereinafter referred to as the "Flat Utility Fee").

     5. LEASED EMPLOYEES. On Stage hereby grants to Flashback the right, but not
the obligation,  to utilize On Stage's  employees,  including but not limited to
box office, marketing, group sales, accounting,  concession,  gift shop, as well
as front and back of the Theater personnel. Flashback shall designate in writing
which of On Stage's employees  Flashback intends to utilize for the presentation
of its Show and deliver  said list to On Stage on or before  September 1 for the
2001 season and October 1 of each respective year of the Term thereafter. Within
seven  (7) days of On  Stage's  receipt  of the  requested  employee  list  from
Flashback,  On Stage  shall  submit to  Flashback a list of  employees  that are
available,  along with their  position,  gross rate of pay (including  benefits,
worker's  compensation  insurance,  employment taxes,  etc.) and hours/days they
will be available  for work (the  "Leased  Employees").  On Stage shall  provide
Flashback with evidence of worker's compensation insurance on each of the Leased
Employees and shall  specifically  cause  Flashback to be named as an additional
insured on said worker's compensation policies.

     6. FLASHBACK'S RESPONSIBILITIES. Flashback shall be exclusively responsible
(financially and otherwise) for all aspects related to the presentation of their
Show  including,  but not  limited  to sales,  marketing,  advertising,  costume
purchase and repair,  sets,  props,  labor,  stagehands,  music  licensing fees,
insurance,  taxes and any other  expenditures  related to Flashback's show, save
for the cost of the Leased Employees which Flashback shall reimburse On Stage in
accordance  with  Paragraph 5, above,  rather than paying these costs  directly.
Flashback shall utilize the Theater for the presentation of a live entertainment
(the  "Show"),  which it shall  have the  right to  present  up to twice  daily.
Flashback  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. Flashback warrants that the
Show will be 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.

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     7. ON  STAGE'S  RESPONSIBILITIES.  On Stage  shall  provide  the  following
services for Flashback during the Term of this Agreement:

     (a) Use of Theater. On Stage shall provide Flashback with the exclusive use
of the  Theater  during the Term of this  Agreement,  save for the right of Doug
Gabriel,  or another  performer  suitable to On Stage, to utilize the Theater to
present a production show during the 7:00 a.m. to 12:30 p.m.  morning show slot,
so long as any such new production  show is notified in advance that it may have
to work around having an ice rink on the stage (the "Morning Show").

     (b) Use of Marquee and Theater  Signs.  On Stage hereby grants to Flashback
the right to advertise  its Show and show times  through the use of lettering on
the top three lines of the street sign marquee in a top billing  position during
the run of the  Flashback  shows  only  (i.e.  Oct to Dec  2001  and Nov and Dec
2002/2003).  Additionally, On Stage hereby grants Flashback the right to utilize
the large  sign  located  on the left side of the  outside  of the  Theater  for
purposes of promotion of Flashback's show throughout the calendar year.

     (c) Right to Morning Show Revenues. On Stage has assumed all responsibility
under  that  certain  Agreement  made  by  and  between  OFT,  LTD  and  Gabriel
Enterprises,  Inc. dated January 29, 2001, as amended on March 7, 2001 and again
on March 19, 2001, a true and correct copy of each  document is attached  hereto
as  Exhibit  C  (collectively,   the  "Gabriel  Agreement").   Flashback  hereby
recognizes and agrees that On Stage shall have the exclusive right to all of the
revenues generated from the Gabriel Agreement and/or any other Morning Show.

     (d) Leased Employees.  To the extent Flashback exercises its right to lease
certain of On Stage's  employees,  On Stage agrees to hire and otherwise  employ
said employees for the benefit of Flashback and shall be responsible  for paying
the actual  cost of said leased  employees  and  covering  them under On Stage's
worker's compensation insurance.

     (e) Operation of the Box Office.  While  Flashback shall have the exclusive
right to sell tickets to its Show(s),  which specifically  includes  Flashback's
exclusive  right to sell and collect  revenues  generated  from  advanced  group
bookings,  Flashback hereby grants to On Stage the  non-exclusive  right to sell
Flashback's  show  tickets  at the Box Office  and to  receive  all ticket  sale
proceeds,  marketing fees and catering fees generated therefrom. On Stage hereby
recognizes  that Flashback  shall have the exclusive  right to set ticket prices
for its Show and shall make all decisions on who  Flashback  would extend credit
to.  Flashback  hereby  recognizes  and  agrees  that  On  Stage  shall  have no
affirmative  obligation to pursue collection efforts for any tickets sold to the
Flashback  Show. On Stage shall staff and operate the box office at the Theater,
which shall open at 8:00 a.m. each performance day (the "Box Office),  and shall
provide  Flashback  with a nightly  accounting  of Box Office sales figures in a
format reasonably  acceptable to Flashback.  Flashback agrees to comply with the
Theater's  current   complimentary  ticket  policy/group  ticket  policy,  which
policies  are similar to the  standard  policies  of most other  theaters in the
Branson area.

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<PAGE>

     (f)  Disbursement of Proceeds.  All revenues  collected by On Stage through
the Box  Office for the Show shall be placed  into a  separate  account  for the
benefit of Flashback.  On Stage shall reconcile this separate  account and remit
all proceeds  collected by On Stage (including box office,  concession and lobby
store  revenues)  on a weekly  basis,  along with a detailed  weekly  settlement
statement for the previous week (Monday through Saturday). In the unlikely event
On Stage fails to disburse money due and owing to Flashback for a period of five
(5) days  after  the date on which  said  money  should  have been  remitted  to
Flashback,  On Stage shall pay  Flashback a penalty fee of Five  Percent (5%) of
the total amount wrongfully withheld by On Stage.

     (g) Audit  Rights.  Flashback  shall have the right to audit  Show  ticket,
concession,  and/or  consignment sales and On Stage shall produce for inspection
such books and records as are necessary  and helpful to such audit.  Should such
an audit  disclose that monies are due and owing to  Flashback,  any such monies
shall be paid to Flashback immediately upon discovery thereof.

     (h) Marketing/Group  Sales/Box Office.  Flashback is solely responsible for
the  marketing  and success of the Show at the  Theater  during the Term of this
Agreement.  Flashback  understands  and agrees that On Stage is not  responsible
for, nor does On Stage make any  representations  regarding,  the  marketing and
success of the Show at the Theater. However, Flashback and On Stage hereby agree
to:

     (i)  Work in good faith with one another to cross-promote  their respective
          shows at the  Theater;

     (ii) Use their best  efforts to mention  each  others  performances  at the
          Theater to press, magazines, publications and others;

     (iii)Provide each other with bus group  information for the sole purpose of
          cross  marketing each parties shows to such groups prior to and during
          the Term of this Agreement; and

     (iv) Use their best  efforts to convert  already  booked bus tour groups at
          the Theater during the 2001 season to buy tickets to  performances  of
          each other's shows.

     8. LOBBY STORE AND CONCESSION STAND. On Stage shall operate and control the
Theater  lobby  store  and  Concession  Stand for the sale of  non-Show  related
merchandise  and the sale of  popcorn,  snacks,  candy,  soft  drinks  and other
refreshments.  On Stage  shall  be  financially  responsible  for  staffing  and
otherwise operating the Lobby Store and Concession Stand.

     (a)  Division of Lobby Store  Revenues.  On Stage shall be entitled to keep
all of the revenues  generated from the sale of non Show-related  merchandise in
the  Lobby  Store.  However,  Flashback  may  provide  on  a  consignment  basis
Show-related  merchandise for sale in the Lobby Store,  which  consignment items
shall be  prominently  displayed in the Lobby Store.  After first  deducting all
applicable taxes, On Stage shall be entitled to keep twenty percent (20%) of the
revenues collected  therefrom and shall remit the remaining eighty percent (80%)
to Flashback. Notwithstanding the above, Flashback shall have the right to cause
its employees to sell Show related  merchandise  directly to patrons  inside the
auditorium without any revenue share going to On Stage.

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<PAGE>

     (b) Division of Concession  Stand Revenues.  All net proceeds  derived from
the sale of Concessions sold at the Show during the Term of this Agreement (i.e.
candy, soft drinks, refreshments, popcorn, cookies, etc.) will be divided evenly
between  Flashback  and On  Stage  (a  50%/50%  split).  For  purposes  of  this
paragraph,  net proceeds  shall be defined as all gross  receipts less all costs
actually incurred in selling the same including,  but not limited to the cost of
goods, labor and applicable taxes.

     9. RIGHT TO DEDUCT PAYMENTS.  Flashback hereby grants On Stage the right to
deduct the Monthly Rent for the Theater  (starting with the October 1, 2001 rent
payment),  the Flat  Utility  Fee and the actual  cost of any  Leased  Employees
pre-approved  by  Flashback,  which will include  their base salary,  employment
taxes, worker's compensation and benefits,  from the funds collected by On Stage
through the Box Office. If after the deduction of the Monthly Rent, Flat Utility
Fee and Leased  Employees,  there is a deficit from what On Stage has  collected
through the Box Office,  Flashback shall immediately  reimburse On Stage for any
such deficit.

     10.  QUIET  ENJOYMENT.  Flashback,  upon  paying the Monthly  Rental,  Flat
Utility Fee,  Leased  Employees  and  performing  all of the other terms of this
Agreement,  shall  quietly  have and enjoy the Theater  from 12:30 p.m. to 12:30
a.m., seven days per week,  subject to the Morning Show and On Stage's operation
of its administrative offices and the Box Office.

     11. SURRENDER.  Upon the termination of this Agreement  (whether by natural
expiration or otherwise) Flashback shall immediately surrender the Theater in as
good condition as it was in at the beginning of this  Agreement,  reasonable use
and wear as well as damages by the  elements  excepted.  If  Flashback  fails to
deliver  the  Theater,  On Stage  shall  have the right to retain as  liquidated
rental all previously  undistributed ticket sale revenue. On Stage, by accepting
such  liquidated  rental,  shall  not be  deemed  to waive  any  other  right or
privilege under this Agreement,  but rather such right shall be considered as in
addition to and not in exclusion of such rights and privileges.

     12.  DEFAULT  BY  FLASHBACK.  If  proceedings  shall be  commenced  against
Flashback  in any Court under the  Bankruptcy  Act or for the  appointment  of a
trustee  or  receiver  of  Flashback's  property  either  before  or  after  the
commencement  of the  Term or any  extension  thereof,  or if  there  shall be a
default of the payment of rent (or any other payment due  hereunder) or any part
thereof for more than fifteen (15) days after written  notice of such default by
On Stage,  or if there  shall be default  in the  performance  of any  covenant,
agreement or condition  herein  contained on the part of Flashback for more than
thirty  (30) days  after  written  notice  of such  default  by On  Stage,  this
Agreement (if On Stage so elects),  shall thereupon become null and void, and On
Stage shall have the right to  re-enter  or  repossess  the  Theater,  either by
force, summary proceedings,  surrender, or otherwise and shall have the right to
dispossess and move therefrom  Flashback or other occupants  thereof,  and their
effects,  without being liable for any prosecution  therefore.  In such case, On
Stage may, at its option,  re-let the Theater or any part thereof,  as the agent
of Flashback,  and Flashback shall pay On Stage the difference  between the rent
hereby  reserved and agreed to be paid by Flashback  for the portion of the term
remaining  at the time of  re-entry  or  repossession  and the  amount,  if any,
received or to be received  under such  re-letting for such portion of the term.
In addition to any other remedies On Stage may have at law or in equity or under
this Agreement,  Flashback shall pay upon demand all On Stage's costs,  expenses


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(including  attorney's  fees) in connection  with the recovery of sums due under
this  Agreement  or  because  of any  breach of the terms of this  Agreement  by
Flashback.

     13.  DEFAULT BY ON STAGE.  On Stage shall not be in default unless On Stage
fails to perform all of the material obligations required of On Stage under this
Agreement within a reasonable time, but in no event later than fifteen (15) days
after written notice by Flashback to On Stage,  specifying  wherein On Stage has
failed to perform such obligation(s);  provided,  however, that if the nature of
On Stage's  obligation is such that more than fifteen (15) days are required for
performance  then  On  Stage  shall  not be in  default  if On  Stage  commences
performance within such 15-day period and thereafter  diligently  prosecutes the
same to  completion.  If On Stage is  determined  to be in default in accordance
with this  Paragraph,  Flashback  shall be  entitled  to resort to any remedy or
other redress to which Flashback may be lawfully entitled to in case of any such
default.

     14. INSURANCE. On Stage shall keep the Theater insured at its sole cost and
expense  against  claims for property  damage under a single limit policy of not
less than ONE  MILLION  DOLLARS  ($1,000,000.)  per person per  occurrence,  TWO
MILLION DOLLARS ($2,000,000.)  aggregate, and umbrella coverage in the aggregate
amount of FOUR MILLION DOLLARS  ($4,000,000.).  Such policy shall be issued by a
financially responsible insurer, rated as an A+ or higher by Standard & Poor and
shall name  Flashback,  LLC, as an  additional  insured.  On Stage shall provide
Flashback with a copy of said policy and all replacements  thereto within thirty
(30) days of the  execution  of this  Agreement.  On Stage  shall  also  provide
worker's  compensation  insurance for the Leased Employees in an amount not less
than the statutory requirements.

     Flashback shall keep the theater and showroom  insured at its sole cost and
expense  against  claims for personal  injury under a single limit policy of not
less than ONE  MILLION  DOLLARS  ($1,000,000.)  per person per  occurrence,  TWO
MILLION DOLLARS ($2,000,000.)  aggregate, and umbrella coverage in the aggregate
amount of FOUR MILLION DOLLARS  ($4,000,000.).  Such policy shall be issued by a
financially responsible insurer, rated as an A+ or higher by Standard & Poor and
shall name On Stage Entertainment, Inc. and Ripleys Believe it or Not (and their
associated companies) as additional insured's.  Flashback shall provide On Stage
with a copy of said policy and all replacements  thereto within thirty (30) days
of the execution of this Agreement.

     15.  CONDEMNATION.  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 Agreement shall expire on the date when the
Theater shall be so taken, and the rent shall be apportioned as of that date.

     16.  CONFIDENTIALITY.  Flashback 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 Agreement, any information about the terms and/or conditions of
On Stage's license with Ripley's Believe it or Not. Flashback 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


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<PAGE>

parties,  including,  but not limited to video or audio  taping of any aspect of
the Show, without specific direction or consent in writing of On Stage.

     17. 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,  Flashback
agrees,  that during the  continuance of this Agreement and for a period of five
(5)  years  thereafter,  Flashback,  along  with  its  stockholders,  directors,
officers,  agents and/or employees will not, on behalf of Flashback 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 Agreement.

     18. VIOLATION OF COVENANTS. If any of the covenants or agreements contained
in  Paragraphs  16  and/or  17  hereof  are  violated,   Flashback   agrees  and
acknowledges that such violation or threatened  violation will cause irreparable
injury  to On  Stage  and its  Show  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.  Flashback  agrees that the provisions of
this Paragraph  shall survive the expiration or termination of this 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  Flashback from  committing or continuing any such violation of this
Agreement.

     19. INDEMNIFICATION.  Each party hereby agrees to defend,  indemnify,  save
and hold the other  harmless  from and  against  any and all  actions,  demands,
causes of action, judgments, liability, damages, penalties, losses, and expenses
(including attorneys' fees and costs) which may arise out of or by reason of the
acts,  omissions,  or  negligence  of  the  other  party  and/or  their  agents,
employees, servants, contractors, licensees, customers, or business invitees.

     20. COMPLIANCE WITH APPLICABLE LAWS. Flashback,  at its sole expense, shall
comply with all laws,  orders and regulations of any governmental  authority and
shall,  at its own  expense,  obtain all  required  licenses  or permits for the
occupancy and intended use of the Theater.

     21. ON STAGE'S RIGHT OF ENTRY. On Stage and its  representatives  may enter
the Theater  during normal  business  hours,  for the purpose of inspecting  the
Theater and/or  performing any work On Stage is to perform hereunder or elect to
undertake  because of  Flashback's  failure to do so.  Flashback  shall have the
right to provide an escort during such entries hereunder.

     22.  TAXES.  On Stage  shall  pay for any and all  taxes  on its'  real and
personal property, along with any assessments levied upon the land, buildings or
other  improvements  of which the  Theater  are a part  during the Term  hereof.
Flashback  shall be  responsible  for the payment of any and all taxes levied on
any of its'  personal  property  located on the Theater  during the Term of this
Agreement.

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<PAGE>

     23.  TERMINATION.  Flashback  shall have the unilateral  right to terminate
this  Agreement  at any time  after the 2001  term,  provided  it gives On Stage
written  notice of such  intention  by no later than April 1 of the 2002  and/or
2003  Performance  Years,  respectively.  Either  party  shall have the right to
terminate  this  Agreement,  without  liability to the other,  their  employees,
independent   contractors,   or   subcontractors,   in  any  of  the   following
circumstances: (a) By mutual agreement; or (b) In the event of a material breach
of this  Agreement,  and such breach is not cured within fifteen (15) days after
written notice of such breach is provided to the other party.

     24.  REPRESENTATIONS  AND WARRANTIES.  On Stage and Flashback represent and
warrant  to each other that each has full  power and  authority  to execute  and
deliver this Agreement and to carry out the transactions contemplated hereby. No
consent,  authorization  or  approval  of any third  party is required to enable
either party to enter into and perform any of its respective  obligations  under
this Agreement, and neither the execution and delivery of this Agreement nor the
consummation  of the  transactions  contemplated  thereby will violate the rules
that govern each  respective  party or  constitute a breach of any  agreement to
which either party is bound.

     25.  ASSIGNABILITY.  Neither party hereunder shall have the right to assign
this Agreement or any rights or obligations  hereunder without the prior written
consent  of the  other  party,  provided  however,  that upon the sale of all or
substantially   all  of  the  assets,   business   and   goodwill  of  On  Stage
Entertainment, Inc. to another entity, or upon the merger or consolidation of On
Stage  Entertainment,  Inc. with another company,  this Agreement shall inure to
the  benefit  of, and shall be binding  upon both  Flashback  and the new entity
purchasing such assets, business or goodwill, or surviving such merger resulting
from such consolidation,  as the case may be, in the same manner and to the same
extent  as  though  such  other  entity  were  On  Stage   Entertainment,   Inc.
Additionally,  On Stage  Entertainment,  Inc.  may assign its' rights under this
Agreement to a  wholly-owned  subsidiary,  so long as no such  assignment  shall
relieve On Stage of its  obligations  hereunder  and On Stage shall remain fully
responsible for the performance hereof, along with any such assignee.

     26.  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
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  Flashback  shall be as  follows:  c/o James
Osmond, 3216 West Highway 76, Branson,  Missouri 65616, with a courtesy copy to:


                                       8
<PAGE>

Carnahan,  Evans,  Cantwell & Brown, P.C., c/o John M. Carnahan III, 4 Corporate
Center,  Suite 410, 1949 East  Sunshine,  P.O. Box 1009,  Springfield,  Missouri
65808-0009.

     27. VENUE;  CHOICE OF LAW. The validity,  performance  and  construction of
this 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 Agreement. On Stage and Flashback waive their respective rights to have any
court proceeding or any other litigation filed or tried in any county other than
Taney County, Missouri.

     28. INVALIDITY; SEVERABILITY. If any term, provision, covenant or condition
of this  Agreement,  or any  application  thereof,  should be held by a court of
competent jurisdiction to be invalid, void or unenforceable, or contravene or be
invalid under the laws of the United States, State of Missouri, City of Branson,
or County of Taney, such  contravention,  void,  unenforceability  or invalidity
shall not invalidate the entire Agreement, and this Agreement shall be construed
as if not containing the particular  provision or provisions held to be invalid,
and the rights and  obligations of Flashback and On Stage shall be construed and
enforced accordingly.

     29.  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.

     30.  NON-WAIVER.  The waiver or failure of any party to enforce at any time
any of the provisions  hereof shall not be construed to be a waiver of the right
of such party thereafter to enforce any such provision.

     31.  ATTORNEY'S  FEES.  If  any  legal  action,  including  an  action  for
declaratory relief, is brought to enforce the provisions of this Agreement,  the
prevailing  party  shall be entitled to recover  reasonable  attorney's  fees in
addition to any other relief to which the prevailing party may be entitled.

     32.  FRUSTRATION  OF  PURPOSE.  If all or any  portion  of the  Theater  is
destroyed by fire, storm, or any other natural cause which prevents presentation
of the Show, each party is excused from performing the services required of each
respective  party hereunder  during the term of the prevention.  This shall also
apply to strikes, boycotts,  epidemics or disturbances not exclusively under the
control of either party.

     33. FORCE  MAJEURE.  The  obligations  of the parties hereto are subject to
delays and failure of performance due to Acts of Nature,  strikes or other labor
disputes or troubles,  unavailability  of power or other  utility or  commodity,
civil  disturbance,  riot,  war, armed combat  (whether or not there has been an


                                       9
<PAGE>

official  declaration  of war),  enactment of any law,  issuance of any judicial
decree,  announcement by any public official of a state of emergency,  including
an action by the state in which this  Agreement  is to be performed or any other
occurrence  beyond the  parties  control in the  nature of force  majeure  which
interrupts  or  materially  hampers or interferes  with any  performance  of the
Shows.  If any of the  aforementioned  events should occur,  neither party shall
have any  obligation  to the other with  respect to such missed  performance(s),
including  but not  limited to  relieving  On Stage of its duty to  perform  its
responsibilities under this Agreement.

     34.  RELATIONSHIP  OF PARTIES.  It is  understood  between the parties that
Flashback and On Stage are  performing  hereunder as  independent  and sovereign
parties and that no other  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.

     35.  ENTIRE  AGREEMENT/MODIFICATION.  This  Agreement,  constitutes a final
written  expression  of all  the  Agreements  between  the  parties,  and is the
complete  and   exclusive   statement  of  those  terms.   It   supersedes   all
understandings  and negotiations  concerning the matters  specified  herein.  No
change or  modification  of this Agreement  shall be valid unless the same be in
writing and signed by all parties hereto.

     36.  SUBLEASING.  Neither party  hereunder shall have the right to sublease
this Agreement or any rights or obligations  hereunder without the prior written
consent  of the  other  party,  provided  however,  that upon the sale of all or
substantially   all  of  the  assets,   business   and   goodwill  of  On  Stage
Entertainment, Inc. to another entity, or upon the merger or consolidation of On
Stage  Entertainment,  Inc. with another company,  this Agreement shall inure to
the  benefit  of, and shall be binding  upon both  Flashback  and the new entity
purchasing such assets, business or goodwill, or surviving such merger resulting
from such consolidation,  as the case may be, in the same manner and to the same
extent  as  though  such  other  entity  were  On  Stage   Entertainment,   Inc.
Additionally,  On Stage Entertainment,  Inc. may sublease its' rights under this
Agreement  to a  wholly-owned  subsidiary,  so long as no  such  sublease  shall
relieve On Stage of its  obligations  hereunder  and On Stage shall remain fully
responsible for the performance hereof, along with any such sublessee.

     37. BINDING AGREEMENT.  The covenants,  terms,  conditions,  provisions and
undertakings in this Agreement or any extensions thereof, 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.

                                       10
<PAGE>

     38. REMEDIES. In addition to any other remedies On Stage may have at law or
in equity or under  this  Agreement,  Flashback  shall  pay upon  demand  all On
Stage's costs, expenses,  consequential and liquidated damages, attorneys' fees,
etc. in connection  with any and all disputes  arising out of this  Agreement or
because of any breach of the terms of this Agreement by Flashback. The specified
remedies  to which On Stage may  resort  under the terms of this  Agreement  are
cumulative  and are not intended to be exclusive of any other  remedies or means
of redress to which On Stage may be  lawfully  entitled in case of any breach or
threatened breach by Flashback of any provisions of this Agreement.

     39. CAPTIONS/CONSTRUCTION.  The captions contained herein are not a part of
this  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 Agreement.  For purposes of this  Agreement,  the language of
this  Agreement  shall be deemed to be the  language of both parties and neither
party shall be construed as the drafter.  Facsimile  signatures  hereon shall be
deemed original for all purposes.

     40.  AGREEMENT.  It is  expressly  understood  between the  parties  that a
material  term to this  Agreement  is the  execution  of a  Agreement  in a form
substantially  similar to the Agreement attached hereto as Exhibit C, which will
be executed  contemporaneously  with this  Agreement.  The parties further agree
that a default  under  this  Agreement  shall  constitute  a  default  under the
Agreement and the  non-breaching  party shall have the right to directly  offset
any  monetary  breach  under  this  Agreement  against  payments  due  under the
Agreement.

                                       11
<PAGE>

     In Witness  Whereof,  the parties have executed this  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.                FLASHBACK, LLC.
"On Stage"                                  "Flashback"



_____________________________               _______________________________
By:      Timothy J. Parrott                 By:      James Osmond
Its:     Chief Executive Officer            Its:     Manager


<PAGE>


                                    EXHIBIT A

                          LEGAL DESCRIPTION OF THEATER

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 EXISTING INVENTORY


<PAGE>


                                    EXHIBIT C

                             FORM OF LEASE AGREEMENT