**Exhibit 10.20**

**PROMISSORYNOTE**

| $8,592 |   | , 2002       |
|--------|--------|--------------|
|   |   | , California |

** **

**FOR VALUE RECEIVED**, **ON STAGE ENTERTAINMENT, INC.**,a Nevada corporation (the “***Borrower***”), hereby unconditionally promises to pay tothe order of **Delta Fund, LP** (the “***Lender***”), in lawfulmoney of the United States of America and in immediately available funds, theprincipal sum of eight thousand five hundred ninety-two dollars ($8,592) (the “***Loan***”) together withaccrued and unpaid interest thereon, each due and payable on the dates and inthe manner set forth below.

**1.     Principal Repayment.** The outstanding principal amount of the Loan plus the CapitalizedInterest (defined below) shall be due and payable on December 31, 2006.Borrower may prepay, without penalty, any amount due under this Note to Lenderat any time.

**2.     Interest Rate.** Borrower further promises to pay interest on the outstanding principalamount hereof from the date hereof until payment in full, which interest shallbe payable at the rate of fifteen percent (15.00%) per annum, compoundedquarterly, or the maximum rate permissible by law (which under the laws of theState of California shall be deemed to be the laws relating to permissiblerates of interest on commercial loans), whichever is less.  Interest accruing from the date hereofthrough December 31, 2002 (the “***Capitalized Interest***”) shall be capitalized with theLoan and treated pursuant to Section 1 above. Beginning March 31, 2003, interest shall be due and payable in arrearson a quarterly basis and shall be calculated on the basis of a 360-day year forthe 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, andthereafter to the outstanding principal balance hereof.

**5.     Default.**  Each of thefollowing events shall be an “***Event of Default***” hereunder:

**(a)  **Borrower fails to pay timely any of the principalamount due under this Note on the date the same becomes due and payable or anyaccrued interest or other amounts due under this Note on the date the samebecomes due and payable;

**(b)  **Borrower files any petition or action for relief underany bankruptcy, reorganization, insolvency or moratorium law or any other lawfor the relief of, or relating to, debtors, now or hereafter in effect, ormakes any assignment for the benefit of creditors or takes any corporate actionin 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) underany bankruptcy statute now or hereafter in 

 

 

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effect, or acustodian, receiver, trustee, assignee for the benefit of creditors (or othersimilar official) is appointed to take possession, custody or control of anyproperty of Borrower; or

**(d)  **Borrower does not have cash and cash equivalents of atleast $450,000 as of July 1, 2002.

Upon the occurrence of an Event of Default hereunder, all unpaidprincipal, accrued interest and other amounts owing hereunder shall, at theoption 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 Lenderpursuant to applicable law.

**6.     Use of Proceeds**. Borrower covenants to deposit the proceeds of this Note in a separatebank account and to make withdrawals on such account only for direct use inconnection with Borrower’s participation and investment in connection with thatcertain 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 statementdescribed 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 Borrowerhas entered into and executed that certain lease of space within the RoyalHawaiian Shopping Center, located in Honolulu, Hawaii, in connection with thatcertain Hawaiian Legends project by April 30, 2002.

**8.     Waiver.**  Borrowerwaives presentment and demand for payment, notice of dishonor, protest andnotice of protest of this Note, and shall pay all costs of collection whenincurred, including, without limitation, reasonable attorneys’ fees, costs andother expenses.  The right to plead anyand all statutes of limitations as a defense to any demands hereunder is herebywaived to the full extent permitted by law.

**9.     Governing Law.** This Note shall be governed by, and construed and enforced in accordancewith, the laws of the State of California, excluding conflict of lawsprinciples 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 bindingon any successor to Borrower and shall extend to any holder hereof.
|   |   | **Borrower:**                     |
|--------|--------|-----------------------------------|
|   |   |                              |
|   |   | **On Stage  Entertainment, Inc.** |
|   |   |                              |
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|   |   | By:                               |   |
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|   |   | Printed Name:                     |   |
|   |   |                              |
|   |   | Title:                            |   |
|        |        |                                   |  |  |  |

 

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