Exhibit 10.17 (d)



                   THIRD ADDENDUM TO SHOW PRODUCTION AGREEMENT

         THIS THIRD  ADDENDUM  (the "Third  Addendum") is made by and between ON
STAGE ENTERTAINMENT,  INC., with offices at 4625 West Nevso, Suite 9, Las Vegas,
Nevada  89103  (hereinafter  referred to as "On Stage")  KURZ  MANAGEMENT,  with
offices at Wilhelmshavenerstrasse  33, 10551, Berlin (hereinafter referred to as
"Kurz") this 18TH day of December, 1997.

                                    RECITALS

         WHEREAS,  On Stage and Kurz  entered into a Show  Production  Agreement
(the  "Show  Production  Agreement")  on May 31,  1997,  which was  subsequently
amended  on July 31,  1997 (the  "First  Addendum")  and again on August 8, 1997
(together with the First Addendum, the "Addenda"), pursuant to which On Stage is
to present and  otherwise  stage its federally  registered  "Legends in Concert"
production  (the  "Show") for Kurz at the Estrel  Residence & Congress  Hotel in
Berlin, Germany (the "Venue"); and

         WHEREAS,  after  further  negotiations,  the parties  wish to amend and
augment the terms contained in the Show Production  Agreement and the Addenda by
entering into this Third Addendum.

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
obligations and benefits  contained herein, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

                         MODIFICATION OF EXISTING TERMS

         By this Third  Addendum,  the  parties  agree to amend and modify  only
those terms and  conditions  of the Show  Production  Agreement  and the Addenda
specifically  enumerated.  To the extent  that a  specific  term,  provision  or
condition  is not  modified or set forth in this Third  Addendum,  the  original
terms of Show  Production  Agreement  and the Addenda are  intended to remain in
full force and effect.  To the extent  possible,  the numbering of the following
provisions  shall  correspond  with the numbering  sequence of the original Show
Production  Agreement  Addenda  terms,  which they  replace or to which they are
added.

                              TERMS AND CONDITIONS

          3. TERM.  The Show will be performed at the Venue in  accordance  with
the terms contained herein from January 18, 1997 through and including  December
31, 1998 (the "Second Term").

         5. ON STAGE'S RESPONSIBILITIES.  On Stage shall maintain joint creative
control of the Show including the exclusive right to modify and/or alter any and
all aspects of the same at its  reasonable  discretion,  except as provided  for
herein,  and shall retain all rights to the Show.  However,  On Stage shall give
appropriate  consideration  to any  reasonable  requests  of Kurz,  which may be
caused by the different  environment for the Show at the Venue. The Show will be
a high-class  impersonation  show to be presented in a form,  style,  and format
which meets or exceeds the generally accepted quality and performance  standards
for impersonation  shows and reviews presented in the United States, in theaters
of similar size with similar  equipment.  On Stage hereby further agrees that it
will provide the following:

         5.6 All  Performers  shall arrive in Berlin and be prepared to rehearse
the Show from January 17, 1997 through  January 18, 1997 so as to be prepared to
commence  performances  of the Show on  January  18,  1997.  Kurz  shall  remain
responsible for those same amenities  provided to On Stage's Performers as is to
be provided to them during the run of the Show (i.e. housing, meals, etc.).

         5.10 On Stage hereby agrees to change out the  Principal  Acts on March
15,  1998.  Kurz  hereby  requests  that the  Principal  Acts be  replaced  with
impersonators of Buddy Holly, Bette Midler, Tom Jones, Michael Jackson and Elvis
and On Stage  hereby  agrees  to use its good  faith  efforts  to  provide  said
requested acts. Kurz will be responsible for all costs related to the change out
of the Principal Acts,  including,  but not limited to: rehearsal pay,  airfare,
housing accommodations, food or a per diem, costs of cartage and shipping of all
necessary props and costumes, if necessary, etc.

         5.11 On Stage hereby agrees to change out the  Principal  Acts again on
September 11, 1998, so long as Kurz assumes all financial responsibility related
to the change out.
<PAGE>


          6.  RESPONSIBILITIES  OF KURZ. Kurz hereby agrees that it will provide
the following at its sole cost and expense:

          6.1 Provide sixteen (16) international round-trip airline tickets on a
regularly  scheduled  American  flight  carrier  (USA/Berlin/USA)  and  domestic
transportation  to  the  Venue  and  back.  In  addition,   Kurz  shall  provide
international  round-trip  airline tickets for all Principal Acts during any and
all change out periods (i.e. March 15, 1998 and possible July 1998).

          7.  PAYMENT  INFORMATION.  Kurz  shall  pay to On  Stage  TWENTY  NINE
THOUSAND   DOLLARS   ($29,000.00)   per  week  in  United  States   Currency  in
consideration for On Stage's services contemplated hereunder.  The first payment
shall be due by no later than  January 14, 1997.  In addition to the above,  the
parties hereto agree that all gross receipts  derived from the  presentation  of
the Show  above  $54,000  USD per week  will be split  between  the  parties  as
follows:  75% to  Kurz  and  25% to On  Stage.  All  payments  required  by Kurz
hereunder  shall be paid in United  States  Currency by automatic  wire transfer
into an account specified by On Stage. All costs associated with these automatic
wire transfers shall be borne by Kurz. All payments required hereunder, shall be
made via wire transfer  directly into an account specified by On Stage and shall
be secured  by a $200,000  non-reducing  irrevocable  stand-by  Letter of Credit
issued by a German or United States bank  approved by On Stage.  On Stage hereby
pre-approves Berliner Bank for such transaction.

         8.  MERCHANDISE.  On Stage  hereby  grants to Kurz the right to sell On
Stage's  federally  registered  Show  related  merchandise  at the Venue  ("Show
Merchandise").  A catalogue  containing the available Show  Merchandise  and the
cost associated thereto will be provided to Kurz upon request. All costs related
to the sale of the Show  Merchandise  including,  but not limited to the cost of
shipping  the  merchandise,  any  freight  charges,  the cost of  setting up and
operating  the  merchandise  booth(s)  and any taxes  levied on the sale thereof
shall be the exclusive responsibility of Kurz.

         36.  SPECIAL  EVENT.  On Stage  hereby  agrees to perform the Show at a
special event in Cologne for one  performance on January 16, 1998. On Stage will
ensure that the  Performers  arrive in Cologne by no later than January 15, 1998
so as to be prepared to perform on January 16, 1998.  Kurz hereby  agrees to pay
On Stage an all  inclusive  one-time  fee of $5,600 USD in  consideration  of On
Stage's  services of providing its Performers for this special event and further
agrees to  provide  the  Performers  with all  housing,  food,  travel and other
accommodations that Kurz would normally be responsible for if the Show was being
performed in Berlin.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Third
Addendum on the date and year first above written.


/s/ John W. Stuart                                   /s/ Bernhard Kurz
----------------------------                         ---------------------------
John W. Stuart                                       Bernhard Kurz
Chief Executive Officer                              President
On Stage Entertainment, Inc.                         Kurz Management