EXHIBIT
        10.1

       

      REVOLVING
        LINE OF CREDIT AGREEMENT

       

      This
        Revolving Line of Credit Agreement (this “Agreement”)
        is
        made as of July 1, 2006 by and between CenterStaging Corp., a Delaware
        corporation (“Borrower”),
        and
        Johnny Caswell (“Lender”),
        with
        reference to the following facts.

       

      A. Borrower
        may be in need of funds from time to time to meet its short-term working
        capital
        requirements.

       

      B. On
        the
        terms and subject to the conditions set forth in this Agreement, Lender,
        in its
        discretion, is willing to make funds available to Borrower on a revolving
        basis
        in order to meet such working capital needs.

       

      AGREEMENT

       

      1. Advances

       

      1.1 At
        Borrower’s request, Lender, in its sole and absolute discretion, may advance
        funds to Borrower, in which event Borrower agrees to repay such advances,
        from
        time to time in accordance with the terms and conditions of this Agreement
        and
        the form of revolving promissory note attached hereto as Exhibit A (the
“Note”);
        provided, however, that at no time shall the aggregate of all advances
        outstanding under this Agreement and the Note at any time exceed
        $250,000.

       

      1.2 This
        Agreement shall expire two years after the date of this Agreement; provided,
        however, that this Agreement may be terminated sooner upon notice from Lender
        to
        Borrower at any time.

       

      2. Miscellaneous
        Provisions

       

      2.1 Notices.
        All
        notices, requests, demands and other communications given pursuant to this
        Agreement or the Note shall be in writing, and shall be delivered by personal
        service, courier, facsimile transmission or by United States first class,
        registered or certified mail, addressed to the following addresses:

       

      
        	 	If to Borrower:	CenterStaging Corp.
	 	 	3407 Winona Avenue
	 	 	Burbank, California 91504
	 	 	Attention: Chief Executive
                Officer
	 	 	Facsimile: (818)
                848-4016


      

      
         

        
          	 	If to Lender: 	Johnny Caswell
	 	 	c/o CenterStaging Corp.
	 	 	3407 Winona Avenue
	 	 	Burbank, California 91504
	 	 	Facsimile: (818)
                  848-4016


        

      

      


      Any
        such
        notice, other than a notice sent by registered or certified mail, shall be
        effective when received; a notice sent by registered or certified mail, postage
        prepaid return receipt requested, shall be effective on the earlier of when
        received or the third day following deposit in the United States mails (or
        on
        the seventh day if sent to or from an address outside the United States).
        Any
        party may from time to time change its address for further notices hereunder
        by
        giving notice to the other party in the manner prescribed in this
        Section.

       

      
        
          
          

        

        
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      2.2 No
        Waivers; Remedies Cumulative.
        No
        failure or delay by a party in exercising any right, power or privilege
        hereunder shall operate as a waiver thereof, nor shall any single or partial
        exercise thereof preclude any other or further exercise thereof or the exercise
        of any other right, power or privilege. The rights and remedies provided
        herein
        shall be cumulative and not exclusive of any rights or remedies provided
        by
        law.

       

      2.3 Amendments
        and Waivers.
        Any
        provision of this Agreement may be amended or waived if, but only if, such
        amendment or waiver is in writing and is signed by Borrower and Lender and
        such
        amendment is approved by the Board of Directors of Borrower. 

       

      2.4 Successors
        and Assigns.
        Borrower may not assign its right or duties hereunder without the prior written
        consent of Lender, which consent Lender may deny, withhold or delay in its
        sole
        and absolute discretion.

       

      2.5 Governing
        Law.
        This
        Agreement has been made and entered into in the State of California and shall
        be
        construed in accordance with the laws of the State of California without
        giving
        effect to the principles of conflicts of law thereof.  

       

      2.6 Prior
        Understandings.
        This
        Agreement supersedes all prior understandings and agreements (whether written,
        oral or otherwise) pertaining to the subject matter hereof, and constitutes
        the
        entire agreement between the parties hereto relating to the subject matter
        hereof and the transactions provided for herein.

       

      2.7 Counterparts.
        This
        Agreement may be executed in any number of counterparts each of which shall
        be
        deemed an original and all of which shall constitute one and the same agreement
        with the same effect as if all parties had signed the same signature page.
        The
        parties shall accept facsimile signatures as the equivalent of original
        ones.

       

      2.8 Severability.
        If any
        provision of this Agreement or the application of such provision to any Person
        or circumstance will be held invalid, the remainder of this Agreement or
        the
        application of such provision to Persons or circumstances other than those
        to
        which it is held invalid will not be affected thereby.

       

      2.9 Additional
        Documents and Acts.
        Borrower shall execute and deliver such additional documents and instruments
        and
        shall perform such additional acts as may be necessary or appropriate to
        effectuate, carry out and perform all of the terms, provisions, and conditions
        of this Agreement and the transactions contemplated by this
        Agreement.

       

      2.10 Survival.
        All
        indemnities, rights, remedies, representations and warranties contained herein
        shall survive the expiration or termination of this Agreement, and no
        termination or expiration hereof shall relieve either party from liability
        for
        any breach of this Agreement.

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have executed and delivered this Agreement to
        one
        another as of the date first above written.

       

      
        	
                LENDER:

              	 	/s/ Johnny Caswell 
	 	 	
                
Johnny
                Caswell
	 	 	 
	 	 	 
	 	 	 
	 	CENTERSTAGING
                CORP.
	 
 	 
 	 
 
	
                BORROWER:

              	By: 	/s/ Roger
                paglia
	 	
                

                Roger
                  Paglia, Chief Executive Officer

              
	 	 


      

      


      
        
          
          

        

        
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      EXHIBIT
        A

      


      REVOLVING
        LINE OF CREDIT NOTE

       

      
        	
                Not
                  to Exceed $250,000 in Principal

              	 	
                July
                  1, 2006

              


      

      


      For
        value
        received, the undersigned CENTERSTAGING CORP.,
        a
        Delaware corporation (“Borrower”),
        promises to pay, in lawful money of the United States, to the order of Johnny
        Caswell, together with his successors and assigns (“Holder”),
        at
        such address as Holder may direct, the principal sum of Two Hundred Fifty
        Thousand Dollars ($250,000), or so much thereof as shall have been advanced
        and
        shall remain unpaid hereunder, together with interest from date of disbursement
        at a fixed annual rate equal to the “prime rate” in effect on the date of each
        such advance as published in the Wall Street Journal, Western Edition. Interest
        shall be computed on the basis of the actual number of days during which
        the
        principal balance is outstanding. Notwithstanding anything to the contrary
        expressed or implied herein, all payments made by Borrower hereunder (including,
        without limitation, any prepayments) shall be applied first to accrued but
        unpaid interest and second to the reduction of the principal due hereunder.
        

       

      This
        Note
        is delivered pursuant to, and is subject to all of the terms and conditions
        of,
        that certain Revolving Line of Credit Agreement dated as of July 1, 2006
        (as from time to time amended, the “Loan
        Agreement”)
        between Borrower and Johnny Caswell. In the event of any conflict between
        the
        terms of this Note and the terms of the Loan Agreement, the terms of the
        Loan
        Agreement shall govern.

       

      The
        principal amount of and all accrued but unpaid interest under this Note shall
        become due and payable upon demand of Holder at any time.

       

      This
        Note
        may be repaid in whole or in part at any time without penalty or
        premium.

       

      If
        this
        Note (or any payment due hereunder) is not paid when due, Borrower promises
        to
        pay all costs and expenses of collection and reasonable attorneys’ fees incurred
        by the Holder hereof on account of such collection, plus interest at the
        rate
        applicable to principal, whether or not suit is filed hereon. Borrower consents
        to renewals, replacements and extensions of time for payment hereof, before,
        at,
        or after maturity, consents to the acceptance, release or substitution of
        security for this Note, and waives demand and protest.

       

      IN
        WITNESS WHEREOF, Borrower has executed and delivered this Note as of the
        date
        first above written.

       

      
        	 	 	 
	 	CENTERSTAGING
                CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Roger
                Paglia
	 	
                
Roger
                Paglia, Chief Executive Officer
	 	 


      

    

     

    
      
        
        

      

      
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