Exhibit 10.17 (c)

                  SECOND ADDENDUM TO SHOW PRODUCTION AGREEMENT

         THIS  SECOND  ADDENDUM  ("Second  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 ____ day of August, 1997.

                                    RECITALS

         WHEREAS,  On Stage and Kurz  entered into a Show  Production  Agreement
(the  "Show  Production  Agreement")  on May 31,  1997,  which was  subsequently
amended on July 31, 1997 (the "First  Addendum"),  pursuant to which On Stage is
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  and the First
Addendum  thereto by entering into this Second 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 acknowledge, the parties hereto agree as follows:

                         MODIFICATION OF EXISTING TERMS

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

                              TERMS AND CONDITIONS

         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. Al 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  month,  along  with a  detailed  accounting  in a  format
acceptable  to On Stage that  clearly  sets forth how the Net  Profits  for that
respective month were calculated.

         It is  anticipated  between the parties hereto that a compact disc will
be recorded, produced, manufactured and distributed for sale, which will feature
songs  performed  by  certain  of the  Performers  in  the  Show  (the  "Compact
Disc(s)").  If such a Compact  Disc(s) is subsequently  recorded,  Kurz shall be
responsible for the production,  manufacture,  design, packaging, licensing, and
marketing of the Compact Disc(s),  as well as labor and staffing relating to the
sale and  distribution  of the same,  along  with all  costs  and taxes  related
thereto. On Stage shall be responsible for obtaining the appropriate  clearances
from the performers whose reproductions are contained on the Compact Disc(s) and
negotiating and  distributing any and all royalties  related thereto.  All gross
proceeds  generated  from the sale and/or  distribution  of the Compact  Disc(s)
shall be divided equally between the parties (50% to On Stage-50% to Kurz). Kurz
shall remit On Stage's  respective  portion of the gross  proceeds from the sale
and/or distribution of the Compact Disc(s) on a monthly basis in accordance with
the terms of this Paragraph that relate to the distribution of proceeds from the
sale and/or distribution of proceeds from the sale of merchandise.  It should be
noted,  however,  that On Stage shall have final  approval of the content of the
Compact Disc(s) before any sale or distribution  thereof,  and all rights to the
Compact  Disc(s) shall at all times remain the  exclusive  property of On Stage,
with On Stage retaining the master copy of the completed Compact Disc(s).
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         9. SOUVENIR PHOTO  LOCATIONS.  On Stage hereby grants to Kurz the right
to set up, operate and manage up to two (2) "legends talent/guest souvenir photo
locations" in the Hotel ("Souvenir Photo  Locations") for the limited purpose of
selling souvenir photo's thereat (the "Souvenir Photo's").  All costs related to
the Souvenir Photo Locations,  including,  but not limited to the  construction,
implementation  and daily  operation of the same, as well as any taxes levied on
the sale and/or  distribution  of the  Souvenir  Photo's  thereat,  shall be the
exclusive responsibility of Kurz. All Net Profits generated form the sale of the
Souvenir  Photo's shall be divided  between the parties on a 70% to Kurz, 30% to
On Stage  basis.  However,  in the event that the Show is performed in excess of
eight (8)  performances  in any given week,  the Net Profits  generated from the
sale of the Souvenir  Photo's shall be divided on an equal (50%-50%) for any and
all such weeks. For purposes of this Paragraph,  Net Profits shall be defined as
all gross revenues  generated from the sale of the Souvenir  Photo's,  minus the
direct cost of producing and developing the Souvenir Photo's,  any related labor
and taxes levied thereon. Kurz shall remit On Stage's portion of the Net Profits
derived from the sale of the Souvenir  Photo's on a monthly basis, in arrears of
the previous  performance  month,  along with a detailed  accounting in a format
acceptable  to On Stage that  clearly  sets forth how the Net  Profits  for that
respective month were calculated.

         36. AUDIT RIGHTS. Kurz shall keep accurate accounting books and records
of all costs and revenues  related to the Show and the sale and  distribution of
Merchandise,   Compact  Disc(s)  and  Souvenir  Photo's  contemplated  hereunder
throughout the duration of this Agreement and for one (1) year thereafter.  Kurz
hereby  grants to On Stage the right to inspect its books and  records  provided
that On Stage provides Kurz with no less than thirty (30) days written notice of
such intention.  If any such audit reveals an underpayment from Kurz to On Stage
as required  hereunder,  Kurz shall immediately remit to On Stage all amounts so
due,  together with interest thereon at the rate of ten percent (10%) per annum,
from  the date  said  amounts  were due  through  to the date the  amounts  were
actually received.

         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Second
Addendum on the date and year first above written.



/s/ John W. Stuart                                 Bernhard Kurz
----------------------------                       -----------------------------
John W. Stuart                                     Bernhard Kurz
Chief Executive Officer                            President
On Stage Entertainment, Inc.                       Kurz Management