**Exhibit 4.5**

**THIS WARRANT AND THE UNDERLYINGSECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”).  THEY MAY NOT BESOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OFCOUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.**

**ON STAGE ENTERTAINMENT, INC.**

**WARRANT TO PURCHASE COMMON STOCK**

**No. [        ]                                                                                                                                                       **                            ,2002

**VoidAfter:           **                  **, 2012**

**THIS CERTIFIES THAT**, for value received in connection withthe advance of funds described in that certain promissory note dated the samedate hereof, **DELTA FUND, LP**, with its principaloffice at 3000 Sand Hill Road, Building 3, Suite 290, Menlo Park, California,or assigns (the “***Holder***”or “***Purchaser***”), isentitled to subscribe for and purchase at the Exercise Price (defined below)from **ON STAGE ENTERTAINMENT, INC**., a Nevadacorporation, with its principal office at 4625 West Nevso Drive, Las Vegas,Nevada (the “***Company***”)nineteen thousand two hundred seventy-seven (19,277)****shares of common stock ofthe Company (the “***Common Stock***”),as provided herein.

# **1.             DEFINITIONS. **As used herein, the following termsshall have the following respective meanings:

“***Exercise Period***”shall mean the time period commencing with the date of this Warrant and endingten (10) years later.

“***Exercise Price***”shall mean zero dollars and fifty cents ($0.50) per share of Common Stock.

“***Exercise Shares***”shall mean the shares of the Company’s Common Stock issuable upon exercise ofthis Warrant, subject to adjustment pursuant to the terms herein, includingSection 5 below.

# **2.             EXERCISE OF WARRANT.**

## **2.1.        **The rights represented by this Warrantmay be exercised in whole or in part at any time during the Exercise Period, bydelivery of the following to the Company at its address set forth above (or atsuch other address as it may designate by notice in writing to the Holder):

**(a)          **An executed Notice of Exercise in theform attached hereto;

 

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**(b)          **Payment of the Exercise Price either (i)in cash or by check, or (ii) by cancellation of indebtedness; and

**(c)****                                 **This Warrant

Upon the exercise of therights represented by this Warrant, a certificate or certificates for theExercise Shares so purchased, registered in the name of the Holder or personsaffiliated with the Holder, if the Holder so designates, shall be issued anddelivered to the Holder within a reasonable time after the rights representedby this Warrant shall have been so exercised.

                The person in whose name any certificate orcertificates for Exercise Shares are to be issued upon exercise of this Warrantshall be deemed to have become the holder of record of such shares on the dateon which this Warrant was surrendered and payment of the Exercise Price wasmade, irrespective of the date of delivery of such certificate or certificates,except that, if the date of such surrender and payment is a date when the stocktransfer books of the Company are closed, such person shall be deemed to havebecome the holder of such shares at the close of business on the nextsucceeding date on which the stock transfer books are open.

## **2.2.         NetExercise**.Notwithstanding any provisions herein to the contrary, if the fair market valueof one share of the Company’s Common Stock is greater than the Exercise Price(at the date of calculation as set forth below), in lieu of exercising thisWarrant by payment of cash, the Holder may elect (the “***Conversion Right***”) to receive shares equal tothe value (as determined below) of this Warrant (or the portion thereof beingcanceled) by surrender of this Warrant at the principal office of the Companytogether with the properly endorsed Notice of Exercise in which event theCompany shall issue to the Holder a number of shares of Common Stock computedusing the following formula:

X = Y (A-B)

    A

Where    X =          thenumber of shares of Common Stock to be issued to the Holder

Y =                              the number of shares of Common Stockpurchasable under the Warrant or, if only a portion of the Warrant is beingexercised, the portion of the Warrant being canceled (at the date of suchcalculation)

A =                            the fair market value of one share of theCompany’s Common Stock (at the date of such calculation)

B =                              Exercise Price (as adjusted to the dateof such calculation)

For purposes of the abovecalculation, the fair market value of one share of Common Stock shall be:

**(a)**            the product of (i) theaverage daily Market Price (as defined below) during the period of the mostrecent ten (10) days, ending on the last business day before the effective dateof exercise of the Conversion Right, on which the national securities exchanges

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were open fortrading and (ii) the number of shares of the Common Stock (as defined herein)into which each Exercise Share is convertible on such date; or

**(b)          **if no class of Common Stock is thenlisted or admitted to trading on any national securities exchange or quoted inthe over-counter market, the fair market value shall be the Market Price on thelast business day before the effective date of exercise of the ConversionRight.

**(c)**           if theCommon Stock is traded on a national securities exchange or admitted tounlisted trading privileges on such an exchange, or is listed on the NationalMarket System (the “***National Market System***”)of the Nasdaq, the Market Price as of a specified day shall be the lastreported sale price of Common Stock on such exchange or on the National MarketSystem on such date or if no such sale is made on such day, the mean of theclosing bid and asked prices for such day on such exchange or on the NationalMarket System.  If the Common Stock isnot so listed or admitted to unlisted trading privileges, the Market Price asof a specified day shall be the mean of the last bid and asked prices reportedon such date (x) by the Nasdaq or (y) if reports are unavailable under clause(x) above by the National Quotation Bureau Incorporated.  If the Common Stock is not so listed oradmitted to unlisted trading privileges and bid and ask prices are notreported, the Market Price as of a specified day shall be determined in goodfaith by the Board of Directors of the Company.

# **3.             COVENANTS OF THE COMPANY.**

## **3.1.         Covenantsas to Exercise Shares.**  The Company covenants andagrees that all Exercise Shares that may be issued upon the exercise of therights represented by this Warrant will, upon issuance, be validly issued andoutstanding, fully paid and nonassessable, and free from all taxes, liens andcharges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at alltimes during the Exercise Period, have authorized and reserved, free frompreemptive rights, a sufficient number of shares of its Common Stock to providefor the exercise of the rights represented by this Warrant.  If at any time during the Exercise Periodthe number of authorized but unissued shares of Common Stock shall not besufficient to permit exercise of this Warrant, the Company will take suchcorporate action as may, in the opinion of its counsel, be necessary toincrease its authorized but unissued shares of Common Stock to such number ofshares as shall be sufficient for such purposes.

## **3.2.         NoImpairment**.  Except and to the extent as waived orconsented to by the Holder, the Company will not, by amendment of its Articlesof Incorporation or through any reorganization, transfer of assets,consolidation, merger, dissolution, issue or sale of securities or any othervoluntary action, avoid or seek to avoid the observance or performance of anyof the terms to be observed or performed hereunder by the Company, but will atall times in good faith assist in the carrying out of all the provisions ofthis Warrant and in the taking of all such action as may be necessary orappropriate in order to protect the exercise rights of the Holder againstimpairment.

## **3.3.         Noticesof Record Date.**  In the event of any taking by the Company ofa record of the holders of any class of securities for the purpose ofdetermining the holders thereof who 

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## are entitled to receiveany dividend (other than a cash dividend which is the same as cash dividendspaid in previous quarters) or other distribution, the Company shall mail to theHolder, at least ten (10) days prior to the date specified herein, a noticespecifying the date on which any such record is to be taken for the purpose ofsuch dividend or distribution.

# **4.             REPRESENTATIONS OF HOLDER.**

## **4.1.         Acquisitionof Warrant for Personal Account.** The Holder represents and warrants that it isacquiring the Warrant solely for its account for investment and not with a viewto or for sale or distribution of said Warrant or any part thereof, other thanpotential transfers between affiliates (including affiliated funds).  The Holder also represents that the entirelegal and beneficial interests of the Warrant and Exercise Shares the Holder isacquiring is being acquired for, and will be held for, its account only.

## **4.2.         Securities Are Not Registered.**

**(a)          **The Holder understands that the Warrant and theExercise Shares have not been registered under the Securities Act of 1933, asamended (the “Act”) on the basis that no distribution or public offering of thestock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be presentif, notwithstanding its representations, the Holder has a present intention ofacquiring the securities for a fixed or determinable period in the future,selling (in connection with a distribution or otherwise), granting anyparticipation in, or otherwise distributing the securities.  The Holder has no such present intention,other than potential transfers between affiliates (including affiliated funds).

**(b)          **The Holder recognizes that the Warrant and theExercise Shares must be held indefinitely unless they are subsequentlyregistered under the Act or an exemption from such registration is available.

**(c)          **The Holder is aware that neither the Warrant nor theExercise Shares may be sold pursuant to Rule 144 adopted under the Act unlesscertain conditions are met, including, among other things, the existence of apublic market for the shares, the availability of certain current publicinformation about the Company, the resale following the required holding periodunder Rule 144 and the number of shares being sold during any three monthperiod not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144have not been satisfied and that the Company presently has no plans to satisfythese conditions in the foreseeable future.

## **4.3.         Dispositionof Warrant and Exercise Shares.**

**(a)          **The Holder further agrees not to make anydisposition of all or any part of the Warrant or Exercise Shares in any eventunless and until:

**(i)           **The Company shall have received a letter secured bythe Holder from the Securities and Exchange Commission stating that no actionwill be recommended to the Commission with respect to the proposed disposition;or

 

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**(ii)          **There is then in effect a registration statement underthe Act covering such proposed disposition and such disposition is made inaccordance with said registration statement; or

**(iii)        **The Holder shall have notified the Company of theproposed disposition and shall have furnished the Company with a statement ofthe circumstances surrounding the proposed disposition; provided, however, thatsuch statement will not be required if the disposition is permitted under Rule144 of the Securities Act.

**(b)          **The Holder agrees not to sell this Warrant or theExercise Shares during a period specified by the representative of theunderwriters of Common Stock (not to exceed one hundred eighty (180) days)following the effective date of the initial registration statement of theCompany filed under the Act, so long as all officers, directors, and 1%stockholders have executed similar agreements and are similarly restricted fromselling the Company’s stock.

**(c)          **Notwithstanding the provisions of paragraphs (a) and(b) above, the Holder may assign this Warrant and the Exercise Shares to (i) any partner or retired partner of the Holderif Holder is a partnership, (ii) any member or former member of the Holder ifHolder is a limited liability company, (iii) any affiliate, includingaffiliated funds or (iv) any family member or trust for the benefit of theHolder if the Holder is an individual; provided that the Company is givenwritten notice thereof.

# **5.             ADJUSTMENT OF EXERCISE PRICE AND NUMBER OFSHARES. **TheExercise Price and the number of shares purchasable upon the exercise of thisWarrant shall be subject to adjustment from time to time upon the occurrence ofcertain events described in this Section 5. Upon each adjustment of the Exercise Price, the Holder of this Warrantshall thereafter be entitled to purchase, at the Exercise Price resulting fromsuch adjustment, the number of shares obtained by multiply­ing the ExercisePrice in effect immediately prior to such adjustment by the number of shares purchasablepursuant hereto immediately prior to such adjustment, and dividing the productthereof by the Exercise Price resulting from such adjust­ment.

## **5.1.         Subdivisionor Combination of Stock.**In case the Company shall at any time subdivide its outstanding sharesof the Common Stock into a greater number of shares, the Exercise Price ineffect immediately prior to such subdivision shall be proportionately reduced,and conversely, in case the outstanding shares of the Common Stock of theCompany shall be combined into a smaller number of shares, the Exercise Pricein effect immediately prior to such combination shall be proportionatelyincreased.

## **5.2.         Dividendsin Common Stock, Other Stock, Property, Reclassification.**If at any time or from time to time theholders of the Common Stock (or any shares of stock or other securities at thetime receivable upon the exercise of this Warrant) shall have received orbecome entitled to receive, without payment therefor,

### **(a)          **Common Stock or any shares of stock orother securities which are at any time directly or indirectly convertible intoor exchangeable for the Common Stock, or any rights 

 

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### or options to subscribe for, purchase or otherwiseacquire any of the foregoing by way of dividend or other distribution,

### **(b)          **any cash paid or payable otherwise thanas a cash dividend, or

### **(c)          **Common Stock or additional stock or othersecurities or property (including cash) by way of spinoff, split-up,reclassification, combination of shares or similar corporate rearrangement,(other than shares of the Common Stock issued as a stock split or adjustmentsin respect of which shall be covered by the terms of Section 5.1 above), thenand in each such case, the Holder hereof shall, upon the exercise of thisWarrant, be entitled to receive, in addition to the number of shares of CommonStock receivable thereupon, and without payment of any additional considerationtherefor, the amount of stock and other securities and property (including cashin the cases referred to in clause (b) above and this clause (c)) which suchHolder would hold on the date of such exercise had he been the holder of recordof such Common Stock as of the date on which holders of the Common Stockreceived or became entitled to receive such shares or all other additionalstock and other securities and property.

## **5.3.            Reorganization, Reclassification,Consolidation, Merger or Sale. **If any recapitalization, reclassificationor reorganization of the capital stock of the Company, or any consolidation ormerger of the Company with another corporation, or the sale of all or substan­tiallyall of its assets or other transaction shall be effected in such a way thatholders of the Common Stock shall be entitled to receive stock, securities, orother assets or pro­perty (an “***Organic Change***”), then, as a condition of such OrganicChange, lawful and adequate provi­sions shall be made by the Company wherebythe Holder hereof shall thereafter have the right to purchase and receive (inlieu of the shares of the Common Stock immediately theretofore purchasableand receivable upon the exercise of the rights represented hereby) such sharesof stock, securities or other assets or property as may be issued or payablewith respect to or in exchange for a number of outstanding shares of suchCommon Stock equal to the number of shares of such stock immediatelytheretofore purchasable and receivable upon the exercise of the rightsrepresented hereby; provided, however, that in the event the value of thestock, securities or other assets or property (determined in good faith by theBoard of Directors of the Company) issuable or payable with respect to oneshare of the Common Stock immediately theretofore purchas­able and receivableupon the exercise of the rights represented hereby is in excess of the ExercisePrice hereof effective at the time of a merger and securities received in suchreorganization, if any, are publicly traded, then this Warrant shall expireunless exercised prior to such Organic Change. In the event of any Organic Change, appropriate provision shall be madeby the Company with respect to the rights and interests of the Holder of thisWarrant to the end that the provisions hereof (including, without limitation,provisions for adjustments of the Exercise Price and of the number of sharespurchasable and receivable upon the exercise of this Warrant) shall thereafterbe applicable, in relation to any shares of stock, securities or assetsthereafter deliverable upon the exercise hereof.  The Company will not effect any such con­solida­tion, merger orsale unless, prior to the consummation thereof, the successor corporation (ifother than the Company) resulting from such consolidation or the corporationpurchasing such assets shall assume by written instrument reasonablysatisfactory in form and substance to the Holder substantially similar to thisWarrant to purchase the Common Stock then outstanding, executed and mailed ordelivered to the registered Holder hereof at the last address of such 

 

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## Holder appearing on the books of the Company, theobligation to deliver to such Holder such shares of stock, securities or assetsas, in accordance with the foregoing provisions, such Holder may be entitled topurchase.

## **5.4.         CertainEvents.**  If any change in the outstand­ing CommonStock or any other event occurs as to which the other provisions of thisSection 5 are not strictly applicable or if strictly applicable would notfairly protect the purchase rights of the Holder of the Warrant in accordancewith such provisions, then the Board of Directors of the Company shall make anadjustment in the number and class of shares available under the Warrant, theExercise Price or the application of such provisions, so as to protect suchpurchase rights as aforesaid.  Theadjustment shall be such as will give the Holder of the Warrant upon exercisefor the same aggregate Exercise Price the total number, class and kind ofshares as he would have owned had the Warrant been exercised prior to the eventand had he continued to hold such shares until after the event requiringadjustment.

## **5.5.         Notices ofChange.**

### **(a)          **Immediately upon any adjustment in thenumber or class of shares subject to this Warrant and of the Exercise Price,the Company shall give written notice thereof to the Holder, setting forth inreasonable detail and certifying the calculation of such adjustment.

### **(b)          **The Company shall give written notice tothe Holder at least 10 business days prior to the date on which the Companycloses its books or takes a record for determining rights to receive anydividends or distributions.

### **(c)          **The Company shall also give writtennotice to the Holder at least 30 business days prior to the date on which anOrganic Change shall take place.

# **6.             FRACTIONAL SHARES.**  No fractional shares shall be issued uponthe exercise of this Warrant as a consequence of any adjustment pursuanthereto.  All Exercise Shares (includingfractions) issuable upon exercise of this Warrant may be aggregated forpurposes of determining whether the exercise would result in the issuance ofany fractional share.  If, afteraggregation, the exercise would result in the issuance of a fractional share,the Company shall, in lieu of issuance of any fractional share, pay the Holderotherwise entitled to such fraction a sum in cash equal to the productresulting from multiplying the then current fair market value of an ExerciseShare by such fraction.

# **7.             NO STOCKHOLDER RIGHTS.**  This Warrant in and of itself shall notentitle the Holder to any voting rights or other rights as a stockholder of theCompany.

# **8.             TRANSFER OF WARRANT.**  Subject to applicable laws, this Warrant andall rights hereunder are transferable, by the Holder in person or by dulyauthorized attorney, upon delivery of this Warrant and the form of assignmentattached hereto to any transferee designated by Holder.

# **9.             LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.**  If this Warrant is lost, stolen, mutilatedor destroyed, the Company may, on such terms as to indemnity or otherwise as 

 

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# **it mayreasonably impose (which shall, in the case of a mutilated Warrant, include thesurrender thereof), issue a new Warrant of like denomination and tenor as theWarrant so lost, stolen, mutilated or destroyed.  Any such new Warrant shall constitute an original contractualobligation of the Company, whether or not the allegedly lost, stolen, mutilatedor destroyed Warrant shall be at any time enforceable by anyone.**

# **10.          NOTICES, ETC.** All notices and other communications requiredor permitted hereunder shall be in writing and shall be sent by facsimile,express mail or other form of rapid communications, if possible, and if notthen such notice or communication shall be mailed by first-class mail, postageprepaid, addressed in each case to the party entitled thereto at the followingaddresses:  (a) if to the Company,to On Stage Entertainment, Inc., Attention: President, 4625 West Nevso Drive,Las Vegas, Nevada  89103 and (b) ifto the Holder, to McCown De Leeuw & Co., Inc. and Affiliates, 3000 SandHill Road, Building 3, Suite 290, Menlo Park, California, Attn: Robert B.Hellman, Jr., or at such other address as one party may furnish to the other inwriting.  Notice shall be deemedeffective on the date dispatched if by personal delivery or confirmed facsimiletransmission, two days after mailing if by express mail, three days aftermailing if by first-class mail within California, or five days if byfirst-class mail outside of California.

# **11.          ACCEPTANCE.**  Receipt of this Warrant by the Holder shallconstitute acceptance of and agreement to all of the terms and conditionscontained herein.

# **12.          EQUITABLE RELIEF. **The Holderrecognizes and affirms if it fails to exercise the Warrant within 10 days aftera final decision has been rendered by the Arbitrator pursuant to Section 2, theCompany would have no adequate remedy at law. The Holder therefore agrees that the Company shall be entitled toinjunctive relief or other equitable relief in addition to any other rights andremedies existing in its favor

# **13.          GOVERNING LAW.**  This Warrant and all rights, obligations andliabilities hereunder shall be governed by the laws of the State of California.

 

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** **

**IN WITNESS WHEREOF**, the Company has caused this Warrant tobe executed by its duly authorized officer as of                                                           .
|   | **ON STAGE ENTERTAINMENT, INC.** |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              |   |
|   |                             |   |
|   | Name:                            |   |
|   |                             |   |
|   | Title:                           |   |

 

 

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**NOTICE OFEXERCISE**

 

 

**TO: ON STAGE ENTERTAINMENT, INC.**

 

(1)           The undersigned hereby elects topurchase                                   shares of the Common Stock of **ON STAGE ENTERTAINMENT, INC.**(the “Company”) pursuant to the terms of the attached Warrant, and tendersherewith payment of the exercise price in full, together with all applicabletransfer taxes, if any.

 (2)          Pleaseissue a certificate or certificates representing said shares of Common Stock inthe name of the undersigned or in such other name as is specified below:

 
|      |
|-----------|
|      |
| (Name)    |
|      |
|      |
|      |
|      |
| (Address) |

 

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(3)           Theundersigned represents that (i) the aforesaid shares of Common Stock are beingacquired for the account of the undersigned for investment and not with a viewto, or for resale in connection with, the distribution thereof and that theundersigned has no present intention of distributing or reselling such shares;(ii) the undersigned is aware of the Company’s business affairs and financialcondition and has acquired sufficient information about the Company to reach aninformed and knowledgeable decision regarding its investment in the Company;(iii) the undersigned is experienced in making investments of this type and hassuch knowledge and background in financial and business matters that theundersigned is capable of evaluating the merits and risks of this investmentand protecting the undersigned’s own interests; (iv) the undersignedunderstands that the shares of Common Stock issuable upon exercise of thisWarrant have not been registered under the Securities Act of 1933, as amended(the “Securities Act”), by reason of a specific exemption from the registrationprovisions of the Securities Act, which exemption depends upon, among otherthings, the bona fide nature of the investment intent as expressed herein, and,because such securities have not been registered under the Securities Act, theymust be held indefinitely unless subsequently registered under the SecuritiesAct or an exemption from such registration is available; (v) the undersigned isaware that the aforesaid shares of Common Stock may not be sold pursuant toRule 144 adopted under the Securities Act unless certain conditions are met anduntil the undersigned has held the shares for the number of years prescribed byRule 144, that among the conditions for use of the Rule is the availability ofcurrent information to the public about the Company and the Company has notmade such information available and has no present plans to do so; and (vi) theundersigned agrees not to make any disposition of all or any part of theaforesaid shares of Common Stock unless and until there is then in effect aregistration statement under the Securities Act covering such proposeddisposition and such disposition is made in accordance with said registrationstatement, or the undersigned has provided the Company with an opinion ofcounsel satisfactory to the Company, stating that such registration is notrequired.

 

 

 
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| (Date) |   | (Signature)  |
|   |   |         |
|   |   |         |
|   |   | (Print name) |

 

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**ASSIGNMENTFORM**

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

**FOR VALUE RECEIVED**, the foregoing Warrant and all rights evidencedthereby are hereby assigned to
|           |
|----------------|
| Name:          |   |
| (Please Print) |
|           |
| Address:       |   |
| (Please Print) |
|           |
| Dated:         |   |   |
|           |
| Holder’s  |
| Signature:     |   |   |
|           |
| Holder’s  |
| Address:       |   |   |
|                |  |  |  |  |

 

**NOTE**: The signature to this Assignment Form must correspond with the name asit appears on the face of the Warrant, without alteration or enlargement or anychange whatever.  Officers ofcorporations and those acting in a fiduciary or other representative capacityshould file proper evidence of authority to assign the foregoing Warrant.

 

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