ON STAGE ENTERTAINMENT, INC.

                         COMMON STOCK PURCHASE AGREEMENT


This Common Stock Purchase  Agreement (the  "Agreement") is made on December __,
1998 by and between On Stage  Entertainment,  Inc., a Nevada  corporation having
its  principal  place of business at 4625 West Nevso  Drive,  Las Vegas,  Nevada
89103 (the "Company"), Whale Securities Co., L.P. a New York limited partnership
having its principal  place of business at 550 Fifth Avenue,  New York, New York
10019 ("Whale") and Elliot Broidy, Arthur Goldberg,  Joseph E. Haick, William G.
Walters,  Ronald Nash, Jeffrey Silverman,  John Pappajohn,  Forstmann  Partners,
L.P.,  Mark Siegel,  Matthew Gohd,  Allan Siemons,  Joseph W.  McSherry,  Robert
Mittman, Robert Toricelli,  Julie T. McMahon, Anthony Forstmann and Eamon Twomey
(each individually, a "Customer," and, collectively, the "Customers").

The parties hereto agree as follows:

1. Authorization and Sale.

1.1 Authorization;  Sale of Shares.  Subject to the terms and conditions hereof,
the  Company has  authorized  the sale and  issuance to Whale,  as agent for the
Customers,  of 150,000 shares (the "Shares") of its common stock, par value $.01
per share (the "Common Stock"),  at an aggregate purchase price of $100,000 (the
"Purchase  Price") in the  amounts  and for the prices set forth on Exhibit A, a
true and correct copy of which is attached hereto.

1.2 Closing. At the Closing (as defined below), the Company shall sell to Whale,
as agent for the Customers,  and Whale shall purchase from the Company,  and the
Company shall issue to either Whale or to the Customers,  individually, as Whale
may specify,  the Shares.  The closing of the purchase and sale of the Shares to
Whale,  as agent for the Customers,  from the Company under this Agreement shall
take place at the offices of the Company at such time,  date and location as the
Company and Whale may mutually agree (the "Closing").  Notwithstanding  anything
in this  Agreement to the  contrary,  the Closing shall occur no later than 5:00
p.m. PST  _________________.  At the Closing, the Company will deliver to Whale,
or  to  the  Customers,   individually,   as  Whale  may  specify,  certificates
representing the Shares  registered in the name of the Customers,  individually,
as set forth on Exhibit A, against  delivery of a check or checks payable to the
order of the  Company,  or a transfer  of funds to the account of the Company by
wire transfer, representing the Purchase Price.

2.  Representations  and Warranties of the Company.  The Company  represents and
warrants to the Customers as of the date hereof as follows:

2.1  Organization  and Standing.  The Company has been duly  incorporated and is
validly  existing as a corporation  in good standing under the laws of the State
of Nevada and a copy of the Company's  Articles of Incorporation  and Bylaws are
attached as Exhibit A and Exhibit B, respectively.

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2.2 Corporate  Power;  Authorization.  The Company has all  requisite  legal and
corporate  power and has taken all  requisite  corporate  action to execute  and
deliver this Agreement, to sell the Shares to Whale, as agent for the Customers,
and to carry out and perform all of its  obligations  hereunder.  This Agreement
has been duly  authorized,  executed and  delivered on behalf of the Company and
constitutes  the valid and binding  agreement  of the  Company,  enforceable  in
accordance  with its terms,  except (i) as  limited  by  applicable  bankruptcy,
insolvency,  reorganization  or  similar  laws  relating  to  or  affecting  the
enforcement  of  creditors'  rights  generally  and (ii) as limited by equitable
principles generally.  The consummation of the transactions  contemplated herein
and the  fulfillment  of the terms  hereof will not result in a breach of any of
the  terms or  provisions  of, or  constitute  a default  under,  the  Company's
Articles of  Incorporation,  the Company's  bylaws,  or any material  indenture,
mortgage, deed of trust or other agreement or instrument to which the Company is
a party or by which it or its properties is bound.

2.3 Shares.  The Company has full corporate  power and lawful  authority to sell
the Shares to Whale,  as agent for the  Customers,  on the terms and  conditions
contemplated  herein,  and when so sold  against  payment  therefor  as provided
herein,  the  Shares  will be  validly  authorized  and  issued,  fully paid and
nonassessable.  The  issuance  and  delivery  of the Shares  are not  subject to
preemptive or any similar rights of the shareholders of the Company or any liens
or encumbrances arising through the Company.

2.4  Subsidiaries.  Except as set forth on Schedule 2.4 of this  Agreement,  the
Company has no direct or indirect  subsidiaries.  The Company does not, directly
or  indirectly,  own or control or have any capital or other equity  interest or
participation in any other entity.

2.5 Title to Assets and Leasehold Interest.  The Company has good and marketable
title to all the assets it uses  regularly in the conduct of its  business,  and
has good title to all of its leasehold interests.

2.6 Liabilities,  Indebtedness.  Except as disclosed on the balance sheet of the
Company  as of  September  30,  1998,  a copy of such  balance  sheet  has  been
previously  delivered to Whale,  which in turn  previously  delivered it to each
Customer,  the Company has no liabilities which are in the aggregate material to
the business or financial condition of the Company.

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2.7 Compliance  with Other  Instruments  and Laws. To the best of its knowledge,
the  Company  is not in  violation  or  breach  of any term of its  Articles  of
Incorporation, by-laws or any judgment or decree, nor has it received any notice
concerning a breach of any material contract, nor is the Company in violation of
any order,  statute,  rule or regulation applicable to the Company, its business
or properties. The execution, delivery and performance of this Agreement has not
and will not cause any such violation or breach.

2.8 Tax Returns and Payments.  All federal,  state, and local income tax returns
of the Company  required by law to be filed have been filed, and the Company has
paid all federal,  state and local income taxes shown  thereon as owing,  except
where the  failure to file any such  return or to pay such  income tax would not
have a material adverse effect on the financial condition of the Company.

3. Representations and Warranties of Whale. Whale hereby represents and warrants
to the Company as of the date hereof as follows:

3.1  Organization  and  Standing.  Whale has been duly  organized and is validly
existing as a limited  partnership  in good standing under the laws of the State
of New York.

3.2  Investment  Experience.  Whale  believes  that  it  has  received  all  the
information it considers necessary or appropriate to enable it to decide whether
to purchase the Shares, as agent for the Customers. Whale has had an opportunity
to become aware of the Company's business affairs and financial  condition,  has
had an opportunity to ask questions and receive  answers,  review  documents and
gather  information  about the Company and has acquired  sufficient  information
about the Company to reach an informed  and  knowledgeable  decision to purchase
the Shares,  as agent for the  Customers.  Whale has such business and financial
experience  as is required to give it the capacity to protect its own  interests
in connection with the purchase of the Shares,  as agent for the Customers,  and
can bear the economic risk of such purchase.

3.3  Restricted  Securities.  Whale  understands  that the Shares  have not been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or  registered  or  qualified  under any state  securities  law in  reliance  on
specific  exemptions  therefrom.  Whale is  familiar  with  Rule 144  under  the
Securities Act, as presently in effect,  and understands the resale  limitations
imposed thereby and by the Securities Act.

3.4 No Legal, Tax or Investment  Advice.  Whale understands that nothing in this
Agreement  or any other  materials  presented  to Whale in  connection  with the
purchase and sale of the Shares  constitutes  legal,  tax or investment  advice.
Whale has consulted such legal,  tax and investment  advisors as it, in its sole
discretion,  has deemed necessary or appropriate in connection with its purchase
of the Shares, as agent for the Customers.

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<PAGE>

3.5 Corporate  Power;  Authority.  Whale has all  requisite  legal and corporate
power and has taken all  requisite  corporate  action to  execute,  deliver  and
perform its  obligations  under this  Agreement.  This  Agreement  has been duly
authorized,  executed and delivered on behalf of Whale and constitutes the valid
and binding agreement of Whale, enforceable in accordance with its terms, except
(i) as limited by applicable bankruptcy,  insolvency,  reorganization or similar
laws relating to or affecting the enforcement of creditors' rights generally and
(ii) as limited by equitable principles generally.

4. Representations, Warranties and Covenants of the Customers

Each Customer represents and warrants as follows:

4.1 (i) the Customer  understands that the Shares have not been registered under
the Securities Act or the securities laws of any state,  based upon an exemption
from such registration requirements, (ii) the Shares are and will be "restricted
securities,"  as said term is defined  in Rule 144 of the Rules and  Regulations
promulgated  under  the  Securities  Act,  (iii) the  Shares  may not be sold or
otherwise   transferred  unless  they  have  been  first  registered  under  the
Securities Act and all applicable state  securities  laws, or unless  exemptions
from such  registration  provisions  are available  with respect to said sale or
transfer,  (iv) except as set forth herein,  neither the Company,  nor any other
person or entity is under any  obligation  to  register  the  Shares,  under the
Securities Act or any state  securities  laws, or to take any action to make any
exemption from any such registration provisions available,  (v) the certificates
for the  Shares  will  bear a legend  to the  effect  that the  transfer  of the
securities  represented  thereby  is subject to the  foregoing  restrictions  on
transfer under the Securities Act, (vi) stop transfer  instructions with respect
to the restrictions on transfer under the Securities Act will be placed with the
transfer agent for the Common Stock regarding the Shares, and (vii) the Customer
may be required to hold the Shares for an indefinite period;

4.2 The Customer  has had access to the  Company's  Prospectus  dated August 13,
1997 and all  reports  filed by the Company  with the  Securities  and  Exchange
Commission ("SEC") after August 13, 1997;

4.3 The  Customer  has had a  reasonable  opportunity  to ask  questions  of the
Company  concerning  the  Company  and all such  questions,  if any,  have  been
answered to the full satisfaction of the Customer;

4.4 The  Customer has such  knowledge  and  expertise in financial  and business
matters  and is  capable of  evaluating  the  merits  and risks  involved  in an
investment in the Shares;

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<PAGE>

4.5 The Customer is  acquiring  the Shares not with a view towards the resale or
"distribution" (as that term is used in the Securities Act) thereof;

4.6 The Customer will not sell or otherwise transfer the Shares, or any interest
therein, unless and until (i) said Shares shall have first been registered under
the  Securities  Act  and  all  applicable  state  securities  laws,  or (ii) an
exemption from such  registration  provisions are available with respect to said
sale or transfer and the Company  receives a written  opinion of counsel  (which
counsel and opinion (in form and substance) shall be reasonably  satisfactory to
the  Company),  confirming  that  the  sale  or  transfer  is  exempt  from  the
registration   provisions  of  the  Securities  Act  and  all  applicable  state
securities laws; and

4.7 The  Customer  acknowledges  that it shall  be  solely  responsible  for the
payment of any agency fee, if any,  charged by Whale,  its agent,  in connection
with the receipt of the Shares.

5. Restrictions on Transfer and Registration Rights.

5.1 Restrictions on Transferability. The Shares shall not be transferable in the
absence  of  registration  under the  Securities  Act and any  applicable  state
securities laws or exemptions therefrom or in the absence of compliance with any
term of this  Agreement.  The Company  shall be  entitled to give stop  transfer
instructions  to the  transfer  agent  with  respect  to the  Shares in order to
enforce the foregoing restrictions.

5.2 Restrictive  Legends.  Each  certificate  representing the Shares shall bear
substantially  the following  legends (in addition to any legends required under
applicable state securities laws)

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE
SOLD  OR  TRANSFERRED  IN THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN  EXEMPTION
THEREFROM.

5.3 Piggyback Registration. The Company hereby agrees to register the Shares for
re-sale under the Securities Act, at the Company's  expense (except for expenses
of any counsel to the Customer),  in a pre-effective  amendment to the Company's
Registration  Statement  on Form SB-2  which was filed  with the SEC on June 12,
1998, and to use its best efforts to cause such Registration Statement to become
effective  and to remain  effective  until the Shares may be sold under Rule 144
promulgated under the Securities Act.

6. Miscellaneous.

6.1 Governing Law. This Agreement shall be deemed a contract made under the laws
of,  and to be  performed  in, the State of Nevada  and shall be  construed  and
enforced in accordance with and governed by the laws of the State of Nevada.

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<PAGE>

6.2 Successors and Assigns. The provisions hereof shall inure to the benefit of,
and  be  binding  upon,   the   successors,   assigns,   heirs,   executors  and
administrators  of the parties  hereto  (specifically  including  successors  in
interest to the Shares).

6.3 Entire Agreement; Amendments. This Agreement sets forth all of the promises,
covenants,  agreements,  conditions and undertakings  between the parties hereto
with  respect  to the  subject  matter  hereof,  and  supersedes  all  prior and
contemporaneous  agreements  and  understandings,   inducements  or  conditions,
express or implied, oral or written,  except as contained herein. This Agreement
may not be changed orally but only by an agreement in writing,  duly executed by
or on behalf of the party or parties  against  whom  enforcement  of any waiver,
change, modification, consent or discharge is sought.

6.4  Notices,  etc. All notices and other  communications  required or permitted
hereunder  shall be  effective  upon  receipt and shall be in writing and may be
delivered in person, by facsimile,  overnight  delivery service or U.S. mail, in
which event it may be mailed by  first-class,  certified or registered,  postage
prepaid, addressed (i) if to Whale or the Customers, at the address set forth in
the first paragraph of this  Agreement,  or at such other address as Whale shall
have  furnished  to the Company in writing,  or (ii) if to the  Company,  at its
address set forth in the first  paragraph  of this  Agreement,  or at such other
address as the Company shall have furnished to Whale in writing.

6.5 Release.  For and in  consideration  of the Company's  sale of the Shares to
Whale, as agent for the Customers,  as contemplated  herein,  and for other good
and valuable  consideration,  Whale and the Customers hereby remise, release and
forever  discharge  the  Company  and any and  all of its  parents,  affiliates,
officers,  directors,  servants,  agents, employees,  successors,  attorneys and
assigns (collectively,  the "Releasees"), from any and all actions and causes of
action, suits, debts, covenants,  contracts,  agreements,  judgments, claims and
demands  whatsoever,  in  law  or  equity,  known  and  unknown,  suspected  and
unsuspected  (especially  including,  but not  limited  to, all claims for tort,
breach of contract and  liabilities),  arising from or in any way connected with
that certain Common Stock Purchase Agreement dated June 17, 1998 between John W.
Stuart and Whale,  pursuant  to which  Whale  acted as agent for the  Customers,
which  against the  Releasees,  Whale and the  Customers  ever had, now have, or
which   Whale   and   the   Customers'   heirs,   executors,    representatives,
administrators, successors and assigns, or any of them, thereafter can, shall or
may have, for or by reason of any cause,  matter or thing  whatsoever,  from the
beginning of the world to the present.

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<PAGE>

6.6 Severability of this Agreement.  If any provision of this Agreement shall be
judicially  determined to be invalid,  illegal or  unenforceable,  the validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or impaired thereby.

6.7 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this
Agreement are for  convenience of reference only and are not to be considered in
construing this Agreement.

6.8 Counterparts.  This Agreement may be executed in any number of counterparts,
each of which shall be an original,  but all of which together shall  constitute
one instrument.

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IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
and  delivered  by their proper and duly  authorized  officers as of the day and
year first written above.

                                     ON STAGE ENTERTAINMENT, INC.


                                     By: /s/ David Hope
                                        -----------------------------
                                        David Hope
                                        President


                                      WHALE SECURITIES CO., L.P.


                                      By: /s/ William G. Walters
                                         ------------------------------
                                          William G. Walters
                                          Chairman




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                                    EXHIBIT A

                      Schedule of Shares to go to Customers


<PAGE>

                                    EXHIBIT B

                            Articles of Incorporation
                                 (See Attached)
<PAGE>

                                    EXHIBIT C

                                     Bylaws
                                 (See Attached)


<PAGE>

                                  SCHEDULE 2.4

                                  Subsidiaries

The Company has the following subsidiaries:

         On Stage Productions, Inc.
         On Stage Events, Inc.
         On Stage Theaters, Inc.
         On Stage Theatres Canada, Inc.
         On Stage Casino Entertainment, Inc.
         On Stage Merchandise, Inc.
         Legends in Concert, Inc.
         Interactive Events, Inc.
         On Stage Marketing, Inc.
         Fort Liberty, Inc.
         King Henry's, Inc.
         On Stage North Myrtle Beach, Inc.
         On Stage South Surfside Beach, Inc.
         Wild Bill's California, Inc.
         Blazing Pianos, Inc.