PROMISSORY NOTE

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MAKER:                                                  Principal Amount:

ON STAGE ENTERTAINMENT, INC.,                           $ 200,000.00
a Nevada corporation.

                                                        Effective Date:
                                                        April 5, 1999

HOLDER:                                                 Maturity Date:

JOHN W. STUART, an individual                           April 4, 2000

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FOR VALUE RECEIVED, On Stage Entertainment, Inc., a Nevada corporation ("Maker")
hereby promises to pay to the order of John W. Stuart ("Holder"),  the principal
sum of TWO HUNDRED  THOUSAND DOLLARS  ($200,000.00)  plus interest on the unpaid
principal balance of this Promissory Note, as provided for below,  until paid in
full in lawful money of the United States.

1. Interest.  The outstanding  principal  amount shall bear simple interest at a
rate equal to twelve  percent (12%) per annum.  The rate of interest  applicable
hereunder shall be calculated on the basis of actual days elapsed over a 365-day
year.

2.  Terms and  Conditions  of  Payment(s).  On or before the  Maturity  Date (as
defined  below),  Maker shall pay Holder all accrued but unpaid  interest  along
with the outstanding principal balance.

3. Maturity Date. "Maturity Date" shall be one year from the date of issuance.

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4.  Application  of  Payments.  Maker  reserves  the right to prepay  all or any
portion of the principal due upon this note. All payments under this  Promissory
Note shall be applied  first to any costs,  expenses  and  charges  then due and
payable by Maker, second to accrued but unpaid interest, and then to outstanding
principal.

5.  Default; Remedies.

(a) This  Promissory  Note shall be in default if (i) any payment due under this
Promissory  Note is not made when due,  or (ii) the Maker  fails or  refuses  to
perform any other obligation under this Promissory Note and such non-performance
is continuing  for more than ten (10) days after the giving of written notice by
Holder.

(b) Upon default,  Holder shall have all the rights and remedies available to it
under  this  Promissory  Note and  applicable  law,  and shall have the right to
declare all or part of the principal and accrued  interest under this Promissory
Note immediately due and payable.

(c) The remedies of Holder as provided for herein, or at law or in equity, shall
be  cumulative  and  concurrent,  and may be pursued  singly,  successfully,  or
together at the sole  discretion  of Holder,  and may be  exercised  as often as
occasion  therefore  shall occur;  and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release thereof.

6. Set-Off. Holder shall have the right to set-off an amount equal to the sum of
(i) the outstanding  principal plus (ii) the accrued but unpaid  interest,  each
due and owing to Holder under this Promissory Note,  against any payment due and
owing from Maker to Holder.

7. Waiver.  Maker hereby waives  presentment,  notice of non-payment,  dishonor,
notice of dishonor,  protest, notice of protest, demand and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
this  Promissory  Note.  Holder  shall not be deemed,  by any act of omission or
commission,  to have waived any of its rights or remedies  hereunder unless such
waiver is in  writing  and  signed  by the  Holder  and then only to the  extent
specifically set forth in writing. A waiver with reference to one event shall


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not be construed as  continuing  or as a bar to or waiver of any right or remedy
as to a  subsequent  event.  No delay or omission of the Holder to exercise  any
right, whether before or after a default hereunder,  shall impair any such right
or shall be construed to be a waiver of any right or default, and the acceptance
at any time by the Holder hereof of any past-due  amounts shall not be deemed to
be a waiver of the right to require prompt payment when due of any other amounts
then or thereafter due and payable.  All payments by Maker shall be made without
set-off or counterclaim.

8. Notice. 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 Maker for purposes of this paragraph is as follows:

                          On Stage Entertainment, Inc.
                             4625 W. Nevso, Suite 9
                             Las Vegas, Nevada 89103

                    Address for Holder shall be as follows:

                                 John W. Stuart
                               8213 Rancho Destino
                             Las Vegas, Nevada 89123

9.  Attorneys'  Fees.  Maker  promises  to pay  costs of  collection,  including
attorneys; fees, whether or not suit is filed, upon the non-performance by Maker
of any duty or obligation  arising out of or in connection  with this Promissory
Note.

10.  Severability.  If  for  any  reason  whatsoever,  any  one or  more  of the
provisions  of this  Promissory  Note  shall be held or  deemed  to be  illegal,
inoperative,  unenforceable  or invalid as applied to any particular  case or in
all  cases,  such  circumstances  shall not have the  effect of  rendering  such
provision illegal, inoperative, unenforceable or invalid in any other case or of
rendering any other  provisions  of the  Promissory  Note illegal,  inoperative,
unenforceable or invalid.

11.  Governing  Law. This  Promissory  Note,  and all questions  relating to its
validity,  interpretation,  performance  and  enforcement  (including,  but  not
limited to, provisions concerning  limitations of action),  shall be governed by
and construed in accordance with the laws of the State of Nevada.

12.  Assumption.  Maker  shall not assign,  sell or  transfer  any or all of its
obligations  under this Promissory Note without the prior written consent of the
Holder.

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13. Binding  Effect.  This Promissory Note shall be binding upon the successors,
heirs,  executors,  administrators  and  assigns of Maker and shall inure to the
benefit of Holder, its successors, endorsees and assigns.

14.  Modification.  No change or  modification  of this Promissory Note shall be
valid unless the same be made in writing and signed by all parties hereto.

15.  Captions.  The captions  contained herein are not a part of this Promissory
Note.  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 Promissory Note.

16.  Construction.  For purposes of this  Promissory  Note,  the language of the
contract  shall be deemed to be the language of both  parties and neither  party
shall be construed as the drafter.


                                        By: /s/ Kiran Sidhu
                                           ----------------------------------  
                                           Kiran Sidhu, Chief Financial Officer


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