UNSECURED
        PROMISSORY NOTE

      
        	 	 
	
                $670,500.00

              	
                Burbank,
                  California

              
	 	 
	 	
                September
                  22, 1997

              
	 	 


      

      FOR
        VALUE
        RECEIVED, CENTERSTAGING MUSICAL PRODUCTIONS, INC, a Corporation (the
“Borrower”),
        whose
        address is 3407 Winona Ave. Burbank, CA 91504 promises to pay to JAN &
        JOHNNY, INC, a Corporation (the “Company”),
        or
        order, the principal amount of Six Hundred Seventy Thousand Five Hundred
        dollars
        and no cents($670,500.00), with interest from the date hereof on the unpaid
        principal balance under this Note at the rate of six percent (6.0%) per
        annum.  The principal amount of this Note shall be due and payable
        in full
        at its maturity which is September 21, 2012 (The “Maturity Date”). Interest on
        this note will accrue on a monthly basis at three thousand three hundred
        and
        fifty two dollars and fifty cents ($3,352.50) per month and shall be due
        and
        payable concurrently with the principal on the Maturity Date. 

       

      All
        payments under this Note shall be made to the Company or its order, in lawful
        money of the United States of America funds and delivered to the Company
        by wire
        transfer to the Company’s account, ABA No. 122203471, Account No. 02220922 at
        Community Bank or at such other place as the Company or any holder hereof
        shall
        designate in writing for such purpose from time to time. If a payment under
        this
        Note otherwise would become due and payable on a Saturday, Sunday or legal
        holiday, the due date thereof shall be extended to the next day which is
        not a
        Saturday, Sunday or legal holiday, and interest shall be payable thereon
        during
        such extension. All amounts due under this Note shall be payable without
        defense, set off or counterclaim.

       

      Each
        payment under this Note shall be applied in the following order: (i) to
        the
        payment of costs and expenses provided for under this Note; (ii) to
        the
        payment of accrued and unpaid interest; and (iii) to the payment of
        outstanding principal. The Company and each holder hereof shall have the
        continuing and exclusive right to apply or reverse and reapply any and all
        payments under this Note.

       

      This
        Note
        may be prepaid in whole or in part at any time.  Any prepayment shall
        be
        without penalty except that interest shall be paid to the date of payment
        on the
        principal amount prepaid.  

       

      No
        waiver
        or modification of any of the terms of this Note shall be valid or binding
        unless set forth in a writing specifically referring to this Note and signed
        by
        a duly authorized officer of the Company or any holder of this Note, and
        then
        only to the extent specifically set forth therein.

       

      If
        any
        default occurs in any payment due under this Note, the Borrower, and their
        successors and assigns, promise to pay all costs and expenses, including
        attorneys’ fees, incurred by each holder hereof in collecting or attempting to
        collect the indebtedness under this Note, whether or not any action or
        proceeding is commenced. None of the provisions hereof and none of the holder’s
        rights or remedies under this Note on account of any past or future defaults
        shall be deemed to have been waived by the holder’s acceptance of any past due
        installments or by any indulgence granted by the holder to the
        Borrower.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
        Note
        shall inure to the benefit of the Company, its successors and assigns and
        shall
        bind the heirs, executors, administrators, successors and assigns of the
        Borrower. Each reference herein to powers or rights of the Company shall
        also be
        deemed a reference to the same power or right of such assignees, to the extent
        of the interest assigned to them.

       

      In
        the
        event that any one or more provisions of this Note shall be held to be illegal,
        invalid or otherwise unenforceable, the same shall not affect any other
        provision of this Note and the remaining provisions of this Note shall remain
        in
        full force and effect.

       

      This
        Note
        shall be governed by and construed in accordance with the laws of the State
        of
        California, without giving effect to the principles thereof relating to
        conflicts of law; provided,
        that
        the Company and each holder hereof reserves any and all rights it may have
        under
        federal law, including without limitation those relating to the charging
        of
        interest.

       

      IN
        WITNESS WHEREOF, the Borrower and Lender has caused this Note to be duly
        executed the day and year first above written.

      
        
          	 	 	 
	 	 	 
	 	BORROWER
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                  

                    
	 	Name:  	 
	 	 	
                  

                    
	 	Title:  	 
	 	
                  

                


        

        
          
            	 	 	 
	 	 	 
	 	LENDER
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                    

                      
	 	Name:  	 
	 	 	
                    

                      
	 	Title:  	 
	 	
                    

                  


          

          
             

             

            
              
                
                

              

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