<SEQUENCE>6

<FILENAME>0006.txt

<DESCRIPTION>ADVISORY SERVICES AGREEMENT

<TEXT>



                          ADVISORY SERVICES AGREEMENT





     THIS ADVISORY SERVICES  AGREEMENT (this  "Agreement") is entered into as of

March  13,  2001,  by  and  between  ON  STAGE  ENTERTAINMENT,  INC.,  a  Nevada

corporation (the "Company"),  and MDC MANAGEMENT  COMPANY IV, L.P., a California

limited partnership ("MDC").



     A. Contemporaneously  with this Agreement,  certain affiliates of MDC, will

acquire certain shares of the capital stock of the Company; and



     B. The investment in the Company by certain affiliates of MDC is subject to

the execution and delivery of this Agreement;



     NOW,  THEREFORE,  in  consideration  of the mutual  promises of the parties

hereinafter set forth, MDC and the Company hereby agree as follows:



     1.  Retention  as  Advisor.  Subject to each of the terms,  conditions  and

provisions of this Agreement, the Company hereby retains MDC to perform, and MDC

hereby agrees to perform, those financial, advisory and managerial functions set

forth in Section 4 of this Agreement.



     2. Term.



     2.1  Subject to the  provisions  for  termination  set forth  herein,  this

Agreement  shall be  effective  as of the date  hereof  and  expire on the fifth

anniversary of the date hereof; provided,  however, that this Agreement shall be

renewable  automatically  annually  for  additional  one-year  terms  unless MDC

receives a notice of termination from the Company prior to the renewal date.



     2.2 The Company,  by written notice to MDC, authorized by a majority of the

directors  other than those who are  representatives  of MDC, may terminate this

Agreement for justifiable  cause,  which shall mean any of the following events:

(i)  material  breach  by  MDC  of  any  of  its  obligations  hereunder;   (ii)

misappropriation  by MDC of funds or property  of the  Company or other  willful

breach in the course of the  consultantcy;  or (iii) gross neglect by MDC in the

fulfillment of its obligations hereunder.



     2.3 MDC,  by thirty  (30) days prior  written  notice to the  Company,  may

terminate this Agreement at any time.



     3. Compensation.



     3.1 As compensation to MDC for its management and advisory  services to the

Company  under this  Agreement,  the Company  agrees to (i) pay MDC a fee of two

hundred  fifty  thousand  dollars  ($250,000)  for services  rendered  hereunder

through  March  30,  2002,  such fee to be paid in  advance  in four  (4)  equal

installments on or before the fifth day of April,  2001,  July,  2001,  October,





                                       1

<PAGE>



2001  and  January,  2002  and (ii)  thereafter,  pay MDC a fee for each  fiscal

quarter of service hereunder equal to the greater of (x) sixty-two thousand five

hundred  dollars  ($62,500)  or (y)  one-fourth  of one  percent  (0.25%) of the

Company's  gross revenues  reported for the four (4) most recent fiscal quarters

then ended,  such sum to be paid on or before the fifth day of  January,  April,

July and October of each year,  as  applicable.  In no event shall the fee to be

paid to MDC pursuant to this Section 3.1 exceed ninety-five thousand dollars for

any one fiscal quarter.



     3.2 From time to time,  the Company may request MDC to provide  significant

additional  services,  such as in connection  with a major  acquisition  or debt

restructuring.  MDC will be entitled to receive additional compensation for such

services, which will be governed by a separate written agreement, negotiated and

signed by both  parties.  The Company and MDC agree to  negotiate  in good faith

concerning the scope and compensation for such additional  services,  based upon

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