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Exhibit 10.20




PROMISSORY

NOTE








	

  $8,592


  	

   


  	

  , 2002


  
	

   


  	

   


  	

  , California


  










 




FOR VALUE RECEIVED, ON STAGE ENTERTAINMENT, INC.,

a Nevada corporation (the “Borrower”), hereby unconditionally promises to pay to

the order of Delta Fund, LP (the “Lender”), in lawful

money of the United States of America and in immediately available funds, the

principal sum of eight thousand five hundred ninety-two dollars ($8,592) (the “Loan”) together with

accrued and unpaid interest thereon, each due and payable on the dates and in

the manner set forth below.




1.     Principal Repayment. 

The outstanding principal amount of the Loan plus the Capitalized

Interest (defined below) shall be due and payable on December 31, 2006.

Borrower may prepay, without penalty, any amount due under this Note to Lender

at any time.




2.     Interest Rate. 

Borrower further promises to pay interest on the outstanding principal

amount hereof from the date hereof until payment in full, which interest shall

be payable at the rate of fifteen percent (15.00%) per annum, compounded

quarterly, or the maximum rate permissible by law (which under the laws of the

State of California shall be deemed to be the laws relating to permissible

rates of interest on commercial loans), whichever is less.  Interest accruing from the date hereof

through December 31, 2002 (the “Capitalized Interest”) shall be capitalized with the

Loan and treated pursuant to Section 1 above. 

Beginning March 31, 2003, interest shall be due and payable in arrears

on a quarterly basis and shall be calculated on the basis of a 360-day year for

the actual number of days elapsed.




3.     Place of Payment. 

All amounts payable hereunder shall be payable at the office of Lender,

3000 Sand Hill Road, Building 3, Suite 290, Menlo Park, California 94025,

unless another place of payment shall be specified in writing by Lender.




4.     Application of Payments. 

Payment on this Note shall be applied first to accrued interest, and

thereafter to the outstanding principal balance hereof.




5.     Default.  Each of the

following events shall be an “Event of Default” hereunder:




(a)   Borrower fails to pay timely any of the principal

amount due under this Note on the date the same becomes due and payable or any

accrued interest or other amounts due under this Note on the date the same

becomes due and payable;




(b)   Borrower files any petition or action for relief under

any bankruptcy, reorganization, insolvency or moratorium law or any other law

for the relief of, or relating to, debtors, now or hereafter in effect, or

makes any assignment for the benefit of creditors or takes any corporate action

in furtherance of any of the foregoing;




(c)   An involuntary petition is filed against Borrower

(unless such petition is dismissed or discharged within thirty (30) days) under

any bankruptcy statute now or hereafter in 




 




 





























 




 




effect, or a

custodian, receiver, trustee, assignee for the benefit of creditors (or other

similar official) is appointed to take possession, custody or control of any

property of Borrower; or




(d)   Borrower does not have cash and cash equivalents of at

least $450,000 as of July 1, 2002.




Upon the occurrence of an Event of Default hereunder, all unpaid

principal, accrued interest and other amounts owing hereunder shall, at the

option of Lender, and, in the case of an Event of Default pursuant to (b) or

(c) above, automatically, be immediately due, payable and collectible by Lender

pursuant to applicable law.




6.     Use of Proceeds. 

Borrower covenants to deposit the proceeds of this Note in a separate

bank account and to make withdrawals on such account only for direct use in

connection with Borrower’s participation and investment in connection with that

certain Revised and Restated Operating Agreement of Legends in Concert, LLC,

and/or the funding of Hawaiian Legends, LLC. 

Within ten (10) business days of the end of each calendar month,

Borrower shall provide to Lender a copy of the banking account statement

described above.




7.     Condition to Closing. 

Lender is under no obligation with respect to the terms of this Note,

including the advance of funds contemplated herein, unless and until Borrower

has entered into and executed that certain lease of space within the Royal

Hawaiian Shopping Center, located in Honolulu, Hawaii, in connection with that

certain Hawaiian Legends project by April 30, 2002.




8.     Waiver.  Borrower

waives presentment and demand for payment, notice of dishonor, protest and

notice of protest of this Note, and shall pay all costs of collection when

incurred, including, without limitation, reasonable attorneys’ fees, costs and

other expenses.  The right to plead any

and all statutes of limitations as a defense to any demands hereunder is hereby

waived to the full extent permitted by law.




9.     Governing Law. 

This Note shall be governed by, and construed and enforced in accordance

with, the laws of the State of California, excluding conflict of laws

principles that would cause the application of laws of any other jurisdiction.




 




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10.  Successors and Assigns. 

The provisions of this Note shall inure to the benefit of and be binding

on any successor to Borrower and shall extend to any holder hereof.




	

   


  	

   


  	

  Borrower: 


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  On Stage

  Entertainment, Inc.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Printed Name:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
						





 




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