Exhibit 10.17 (b)

                   FIRST ADDENDUM TO SHOW PRODUCTION AGREEMENT

         THIS   ADDENDUM   ("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 31ST day of July, 1997.

                                    RECITALS

         WHEREAS,  On Stage and Kurz  entered into a Show  Production  Agreement
(the "Show Production  Agreement") on May 31, 1997 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")  commencing on September 12, 1997 and  continuing
through and including December 31, 1997; and

         WHEREAS,  after  further  negotiations,  the parties  wish to amend and
augment the terms  contained in the Show  Production  Agreement by entering into
this  Addendum  which  shall be deemed to have been  executed  contemporaneously
therewith.

         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  Addendum,  the  parties  agree to amend and modify only those terms and
conditions of the Show  Production  Agreement  specifically  enumerated.  To the
extent that a specific term, provision or condition is not modified or set forth
in this Addendum,  the original terms of Show Production  Agreement 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  terms,  which they replace or to which they
are added.

                              TERMS AND CONDITIONS

         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:

         5.1 To  provide  the  following  fourteen  (14)  performers  which will
consist of the following:  five (5) Principal Acts; two (2) Singer/Dancers  (one
of which will act as assistant  choreographer);  four (4)  Dancers;  and one (1)
Production Manager (hereinafter  collectively  referred to as the "Performers").
In addition,  On Stage shall provide the services of one (1)  Technician and one
(1) Choreographer during the initial set-up of the only. It should be noted that
one of the Principal Acts will be one entertainer impersonating two (2) separate
and distinct Principal Acts, for a total of six (6) Principal Acts.

          5.3  To  supply  all  necessary   costumes  for  the  Principal  Acts,
Singer/Dancers and Dancers.

          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.

         6.2 Provide  nine (9) hotel rooms at the Hotel Estrel and two (2) meals
per day per Performer in the Hotel's  restaurant(s)  during the Initial Term and
all  subsequent  terms  thereof.  Kurz will further  provide four (4) additional
hotel rooms and two (2) meals per day for the Executive Producer,  the Associate
Producer, as well as any additional technicians and/or  choreographer(s)  during
load-in (pre-production), maintenance and load-out (closing) periods.

         6.7 To provide  rehearsal pay for the Performers at one-half the weekly
fee set forth in Section 7, below  ($14,500.00).  In  addition,  Kurz  agrees to
reimburse  On  Stage  it's  actual   out-of-pocket  costs  directly  related  to
rehearsing  the  singers  and  dancers in Las Vegas prior to leaving for Germany
(including  rehearsal pay,  housing and travel),  which amount shall in no event
exceed $4,000.00.
<PAGE>


          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 schedule for
the payment of said monies will be as follows:

          $18,500 To be received by On Stage by no later than September 12, 1997
          (rehearsal pay); and

          $29,000  To be  received  by On Stage by no later than  September  24,
          1997,  and  every  Wednesday  thereafter  for  the  duration  of  this
          Agreement.

         In  addition  to the above,  the  parties  hereto  agree that all gross
receipts  derived from the  presentation  of the Show above $50,000 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 an  irrevocable  stand-by
Letter of Credit  issued by a German or United States bank approved by On Stage.
On Stage hereby pre-approves the Deutsche Bank for such transaction.  Kurz shall
revise the current letter of credit issued by Deutsche Bank in favor of On Stage
in the amount  $350,000.00,  so as to allow On Stage to draw down the balance of
said letter of credit from September 26, 1997 through and including  January 14,
1998.

          8.  MERCHANDISE.   On  Stage  hereby  grants  to  Kurz  the  right  to
manufacture and sell On Stage's federally registered Show related merchandise at
the Venue. All costs related to the sale of said merchandise including,  but not
limited  to the cost of  manufacturing  the  merchandise,  the  shipping  and/or
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. All Net Profits  generated from the sale of said  merchandise  shall be
divided  between  the  parties  on a 70% to  Kurz,  30% to On Stage  basis.  For
purposes of this  Paragraph,  Net Profits shall be defined as all gross revenues
generated  from  the  sale  of  the  merchandise,   minus  the  direct  cost  of
manufacturing  the merchandise,  freight,  labor and taxes.  Kurz shall remit On
Stage's portion of the Net Profits derived from the sale of the merchandise on a
monthly  basis,  in  arrears  of the  previous  performance  week,  along with a
detailed  accounting in a format  acceptable to On Stage that clearly sets forth
how the Net Profits for that respective week were calculated.

          10. MATERIALITY OF TIMELY PAYMENTS. The payments listed in Paragraph 7
and 8, above, are a material term of this Agreement. The failure of Kurz to make
the payments  required  hereunder in a timely manner shall release On Stage from
its duty to perform its  responsibilities and obligations as required hereunder,
but shall in no event  release Kurz from its  responsibilities  and  obligations
required  of them by this  Agreement,  including,  but not  limited to paying On
Stage for services rendered as well as for services  contracted for, but not yet
performed.

          36.  MODIFICATION OF IRREVOCABLE  LETTER OF CREDIT.  In as much as the
payment

         IN WITNESS  WHEREOF,  the parties hereto have executed this 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