VOTING AGREEMENT

     THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of this
______  day of  _________________,  2001,  by and among ON STAGE  ENTERTAINMENT,
INC.,  a Nevada  corporation  (the  "Company"),  those  certain  holders  of the
Company's  Common Stock listed on Exhibit A hereto (the "Key  Holders")  and the
persons and entities listed on Exhibit B hereto (the "Investors").

                                   WITNESSETH

     WHEREAS,  the Key Holders are the beneficial  owners of an aggregate of Six
Million One Hundred  Eighty One  Thousand  One  Hundred  Fifty-Five  (6,181,155)
shares of the common stock of the Company (the "Common Stock");

     WHEREAS,  the Investors  are  purchasing  shares of the Company's  Series A
Preferred  Stock (the  "Preferred  Stock"),  pursuant to that certain  Stock and
Warrant Purchase Agreement (the "Purchase Agreement") of even date herewith (the
"Financing");

     WHEREAS,  the Investors are holders of certain  warrants to purchase Common
Stock (the "Warrants") exercisable upon receipt of a Drawdown Notice (as defined
in the Warrants) from the Company;

     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 Company,
the Key Holders and the  Investors  have agreed to provide for the future voting
of their shares of the Company's capital stock as set forth below.

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

                                    AGREEMENT

1. VOTING.

     1.1 Key Holder Shares; Investor Shares.

     (a) The Key Holders each agree to hold all shares of voting  capital  stock
of the Company  registered in their  respective  names or beneficially  owned by
them as of the date  hereof  and any and all  other  securities  of the  Company
legally  or  beneficially  acquired  by each of the Key  Holders  after the date


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<PAGE>

hereof (hereinafter collectively referred to as the "Key Holder Shares") subject
to, and to vote the Key Holder Shares in accordance with, the provisions of this
Agreement.

     (b) The Investors  each agree to hold all shares of voting capital stock of
the Company (including but not limited to all shares of Common Stock issued upon
conversion  of the Preferred  Stock)  registered  in their  respective  names or
beneficially  owned  by  them as of the  date  hereof  and  any  and  all  other
securities  of the  Company  legally  or  beneficially  acquired  by each of the
Investors  after the date hereof  (hereinafter  collectively  referred to as the
"Investor  Shares")  subject to, and to vote the Investor  Shares in  accordance
with, the provisions of this Agreement.

     1.2  Election  of  Directors.  On all matters  relating to the  election of
directors  of the  Company,  the  Investors  and Key  Holders  agree to vote all
Investor Shares and Key Holder Shares  respectively held by them (or the holders
thereof shall consent pursuant to an action by written consent of the holders of
capital stock of the Company) so as to elect  members of the Company's  Board of
Directors as follows.  At each election of directors,  so long as the holders of
the Preferred Stock,  voting as a separate class, are entitled to elect four (4)
directors of the Company,  the Investors and Key Holders shall vote all of their
respective  Investor  Shares  and Key  Holder  Shares  accordingly  to cause the
persons  designated by McCown De Leeuw and Company IV, LP and its  affiliates to
be elected as such directors.

     1.3 No Liability for Election of Recommended Director.  None of the parties
hereto and no officer, director, stockholder,  partner, employee or agent of any
party makes any  representation  or warranty as to the fitness or  competence of
the nominee of any party  hereunder to serve on the Board of Directors by virtue
of such  party's  execution  of this  Agreement  or by the act of such  party in
voting for such nominee pursuant to this Agreement.

     1.4 Approval of Default Financing. If there is a Default (as defined in the
Warrants)  under the terms of the Warrants,  the Investors  agree to vote all of
their shares for and raise no objection to the Default  Financing (as defined in
the Warrants).

     1.5 Legend.

     (a)  Concurrently  with the  execution  of this  Agreement,  there shall be
imprinted or  otherwise  placed,  on  certificates  representing  the Key Holder
Shares and the Investor Shares the following restrictive legend (the "Legend"):

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
                  TERMS AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES
                  CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED
                  HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL
                  BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
                  PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT
                  WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE
                  WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
                  PRINCIPAL PLACE OF BUSINESS."

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<PAGE>

     (b) The Company agrees that, during the term of this Agreement, it will not
remove,  and will not  permit to be  removed  (upon  registration  of  transfer,
reissuance of otherwise), the Legend from any such certificate and will place or
cause to be placed the Legend on any new  certificate  issued to  represent  Key
Holder  Shares or  Investor  Shares  theretofore  represented  by a  certificate
carrying the Legend.

     1.6 Successors.  The provisions of this Agreement shall be binding upon the
successors in interest to any of the Key Holder Shares or Investor  Shares.  The
Company  shall  not  permit  the  transfer  of any of the Key  Holder  Shares or
Investor Shares on its books or issue a new certificate  representing any of the
Key Holder  Shares or Investor  Shares  unless and until the person to whom such
security  is  to  be  transferred  shall  have  executed  a  written  agreement,
substantially  in the form of this  Agreement,  pursuant  to which  such  person
becomes a party to this  Agreement and agrees to be bound by all the  provisions
hereof as if such person were a Key Holder or Investor, as applicable.

     1.7  Other  Rights.  Except  as  provided  by this  Agreement  or any other
agreement  entered into in connection  with the  Financing,  each Key Holder and
Investor  shall  exercise  the full  rights of a holder of capital  stock of the
Company  with  respect  to the  Key  Holder  Shares  and  the  Investor  Shares,
respectively.

     1.8 Change of Control.  In the event that holders of at least a majority of
the then outstanding Preferred Stock (the "Requisite Investors"), approve a sale
of the Company or all or substantially all of the Company's assets (an "Approved
Sale")  whether  by means of a  merger,  or  consolidation,  or sale of stock or
assets,  or otherwise  (each, a "Sale of the Company"),  the Key Holders and all
Investors  shall  consent to, vote for and raise no  objections  to the Approved
Sale, and (i) if the Approved Sale is structured as a merger or consolidation of
the Company,  or a sale of all or substantially all of the Company's assets, the
Key  Holders and each  Investor  shall waive any  dissenters  rights,  appraisal
rights or similar rights in connection with such merger,  consolidation or asset
sale,  or (ii) if the Approved  Sale is structured as a sale of the stock of the
Company,  the Key Holders and the Investors shall agree to sell their Key Holder
Shares and Investor Shares on the terms and conditions approved by the Requisite
Investors, provided such terms do not provide that the Key Holders would receive
less than the amount that would be  distributed to such Key Holders in the event
the proceeds of the sale of the Company were  distributed in accordance with the
Company's  Amended Articles of  Incorporation.  The Key Holder and the Investors
shall  take all  necessary  and  desirable  actions  approved  by the  Requisite
Investors,  in connection with the consummation of the Approved Sale,  including
the  execution  of such  agreements  and  such  instruments  and  other  actions
reasonably   necessary   to  (i)   provide  the   representations,   warranties,
indemnities,  covenants,  conditions,  non-compete agreements, escrow agreements
and other  provisions  and  agreements  relating to such  Approved Sale and (ii)
effectuate the allocation and distribution of the aggregate  consideration  upon
the Approved Sale. Obligations of any Key Holder under this Section 1.8 shall be
subject to  delivery  of a favorable  fairness  opinion  rendered by a Qualified
Investment  Bank.  A  financial  institution  shall be deemed to be a  Qualified
Investment Bank if, during the preceding twelve month period, it is ranked among


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<PAGE>

the top 15 underwriters in total proceeds raised on a lead or co-managed  basis,
according to Securities Data Corporation.

2. TERMINATION.

     2.1 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) ten (10) years from the date of this Agreement;

     (b) 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 2.1(d) shall not apply to a merger effected  exclusively for the purpose
of changing the domicile of the Company; or

     (c) the date as of which the parties  hereto  terminate  this  Agreement by
written  consent of a majority in interest of the holders of the Preferred Stock
and a majority in interest of the Key Holders.

3. MISCELLANEOUS.

     3.1 Ownership. Each Key Holder represents and warrants to the Investors and
the Company  that (a) such Key Holder now owns the Key Holder  Shares,  free and
clear  of liens or  encumbrances,  and has not,  prior to or on the date of this
Agreement,  executed or  delivered  any proxy or entered  into any other  voting
agreement or similar  arrangement other than one which has expired or terminated
prior to the date hereof, and (b) such Key Holder has full power and capacity to
execute,  deliver and perform this  Agreement,  which has been duly executed and
delivered by, and evidences the valid and binding obligation of, such Key Holder
enforceable in accordance with its terms.

     3.2 Further Action. If and whenever the Key Holder Shares are sold, the Key
Holders or the personal  representative  of the Key Holders  shall do all things
and  execute and deliver all  documents  and make all  transfers,  and cause any
transferee of the Key Holder Shares to do all things and execute and deliver all
documents,  as may be necessary to  consummate  such sale  consistent  with this
Agreement.

     3.3 Specific  Performance.  The parties  hereto  hereby  declare that it is
impossible  to measure in money the damages  which will accrue to a party hereto
or to their heirs, personal  representatives,  or assigns by reason of a failure
to perform any of the obligations  under this Agreement and agree that the terms
of this Agreement shall be specifically enforceable.  If any party hereto or his
heirs, personal representatives,  or assigns institutes any action or proceeding
to  specifically  enforce the  provisions  hereof,  any person against whom such
action or proceeding is brought hereby waives the claim or defense  therein that
such party or such personal  representative  has an adequate  remedy at law, and


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<PAGE>

such  person  shall not  offer in any such  action  or  proceeding  the claim or
defense that such remedy at law exists.

     3.4 Governing Law. This  Agreement,  and the rights of the parties  hereto,
shall be governed by and construed in  accordance  with the laws of the State of
California as such laws apply to agreements among California  residents made and
to be performed entirely within the State of California.

     3.5 Amendment or Waiver.  This  Agreement may be amended (or  provisions of
this  Agreement  waived)  only by an  instrument  in  writing  signed by (i) the
Company,  (ii) a majority in interest of the holders of the Preferred  Stock and
(iii) a majority in interest of the Key Holders.

     3.6  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.

     3.7  Additional  Shares.  In the event that  subsequent to the date of this
Agreement any shares or other  securities are issued on, or in exchange for, any
of the Key Holder  Shares or  Investor  Shares by reason of any stock  dividend,
stock split, combination of shares, reclassification or the like, such shares or
securities  shall be deemed to be Key Holder Shares or Investor  Shares,  as the
case may be, for purposes of this Agreement.

     3.8  Addition  of  Investors.  Notwithstanding  anything  to  the  contrary
contained  herein, if the Company shall issue additional shares of its Preferred
Stock  pursuant  to the  Purchase  Agreement,  any  purchaser  of such shares of
Preferred Stock may become a party to this Agreement by executing and delivering
an additional  counterpart  signature page to this Agreement and shall be deemed
an "Investor" hereunder.

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

     3.10  Waiver.  No waivers of any breach of this  Agreement  extended by any
party  hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.

     3.11 Attorney's 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.

     3.12 Notices.  Any notices required in connection with this Agreement shall
be in writing and shall be deemed  effectively given: (i) upon personal delivery


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<PAGE>

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  notification of receipt.  All notices shall be
addressed to the holder appearing on the books of the Company or at such address
as such party may designate by ten (10) days advance written notice to the other
parties hereto.

     3.13 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
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.


                     [THIS SPACE INTENTIONALLY LEFT BLANK]

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<PAGE>
        IN WITNESS WHEREOF, the parties hereto have executed this VOTING
AGREEMENT as of the date first above written.

COMPANY:                                       KEY HOLDERS:

ON STAGE ENTERTAINMENT, INC.


By:________________________                    ___________________________
Name:                                          TIM PARROT
Title:

                                               ___________________________
                                               JOHN STUART

INVESTORS:

MCCOWN DE LEEUW AND COMPANY IV, LP


By:______________________________
Name:
Title:

MCCOWN DE LEEUW AND COMPANY IV
  ASSOCIATES, LP


By:______________________________
Name:
Title:

DELTA FUND, LP


By:______________________________
Name:
Title:


BOARD OF TRUSTEES OF THE LELAND
    STANFORD JUNIOR UNIVERISTY


By:______________________________
Name:
Title:
<PAGE>


INVESTORS:

DAVID M. CHAMBERLAIN                    HAROLD M. MESSMER FAMILY TRUST



By:_____________________________        By:____________________________
Name:___________________________        Name:__________________________
Title: _________________________        Title:_________________________


CHARLES C. THIERIOT REVOCABLE TRUST     MICHAEL W. WILSEY


By:_____________________________        By:____________________________
Name:___________________________        Name:__________________________
Title: _________________________        Title:_________________________


TIMOTHY J. PARROT                      GIDWITZ REVOCABLE TRUST DATED 9/12/96

By:_____________________________        By:____________________________
Name:___________________________        Name:__________________________
Title: _________________________        Title:_________________________


VISION SERVICE PLAN EXECUTIVE          RABBI TRUSTWILLIAM MOSS
DEFERRED PLAN                          CORPORATION


By:_____________________________        By:____________________________
Name:___________________________        Name:__________________________
Title: _________________________        Title:_________________________


<PAGE>

DU BAIN 1991 TRUST                     DAVID AND SHARON DAVIS FAMILY TRUST


By:_____________________________        By:____________________________
Name:___________________________        Name:__________________________
Title: _________________________        Title:_________________________





<PAGE>
                                    EXHIBIT A

                               LIST OF KEY HOLDERS

         1.  Tim Parrott

         2.  John Stuart







<PAGE>

                                    EXHIBIT B

                                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 Leland Stanford Junior University

5.       David M. Chamberlain

6.       Messmer Family Trust

7.       Charles C. Thieriot Revocable Trust

8.       Michael W. Wilsey

9.       Timothy J. Parrott

10.      Gidwitz Revocable Trust dated 9/12/96

11.      Vision Service Plan Executive Deferred Plan Rabbi Trust

12.      William Moss Corporation

13.      Du Bain 1991 Trust

14.      David and Sharon Davis Family Trust