EXHIBIT 4.1

    


    CONSULTING
      AGREEMENT

     

    This
      Consulting Agreement (this “Agreement”)
      is
      made and entered into as of April 10, 2006 between CenterStaging Corp., a
      Delaware corporation (the “Company”),
      and
      Michael S. Rosenblum (the “Consultant”),
      with
      reference to the following facts:

     

    A.    The
      Company is a music and production services company which provides rehearsal
      facilities, soundstages, professional technical support, audio equipment and
      live event expertise to television producers and musicians for the broadcast
      television and music industries; and

     

    B.    The
      Company is expanding its business to include audiovisual content development
      for
      distribution through various media; and 

     

    C.    Upon
      the
      terms and subject to the conditions of this Agreement, the Company desires
      to
      retain the Consultant to provide certain consulting services to the Company,
      and
      the Consultant wishes to render such services.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants hereinafter set forth, the
      Company and Consultant agree as follows:

     

    1.    Engagement.
      The
      Company hereby engages Consultant to provide consulting services pursuant to
      this Agreement, and the Consultant hereby accepts such engagement.

     

    2.    Services.
      Consultant’s services will include advice to the Company and its directors and
      executive officers regarding such strategic and operational matters as the
      Company or its directors or executive officers shall request from time to time.
      Consultant also shall identify prospective business opportunities for the
      Company, and seek to make such business introductions as the Company may request
      in the event the Company desires to pursue any such opportunities. Consultant
      shall make himself reasonably available to provide such consulting services
      hereunder. Notwithstanding the foregoing or any requests made of Consultant
      hereunder, Consultant shall render no services hereunder in connection with
      any
      capital-raising transactions by the Company or which, directly or indirectly,
      promote or maintain any market for the Company’s securities.

     

    3.    Consulting
      Fee

     

    3.1    In
      consideration of Consultant’s entering into this Agreement and for all services
      rendered hereunder, the Company agrees to pay and issue to Consultant 20,000
      shares (the “Shares”)
      of the
      Company’s common stock, subject to adjustment for any stock split, stock
      dividend or reverse stock split between the date of this Agreement and the
      date
      of issuance of the Shares. The Shares shall be issued to Consultant by the
      Company no later than the third day following the effectiveness of a
      Registration Statement on Form S-8 to be filed by the Company with the
      Securities and Exchange Commission to register the issuance of the Shares under
      the Securities Act of 1933, as amended (the “Securities
      Act”);
      and
      provided further, that the Company shall make such filing not later than July
      21, 2006. Whether or not such Registration Statement has been filed or become
      effective under the Securities Act, and without limiting any other rights or
      remedies that Consultant may have in the event the Company breaches its
      obligation to file such Registration Statement, Consultant may at any time
      after
      July 31, 2006 elect to have the Shares issued to Consultant without registration
      under the Securities Act upon notice to the Company.

     

    3.2    If
      the
      Company requests the Consultant to provide any specific services hereunder
      that
      cause the Consultant to incur expenses, the Company shall reimburse the
      Consultant for all reasonable expenses upon presentation of expense vouchers
      or
      statements or such other supporting information as the Company may require.
      However, notwithstanding anything contained in the foregoing to the contrary,
      the Consultant shall not incur any reimbursable expense in excess of $250
      without the prior written consent of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3    Consultant
      represents and warrants to, and agrees with the Company as follows, with respect
      to the Shares:

     

    3.3.1    Consultant
      is acquiring the Shares for his own account, for investment purposes only,
      and
      not with a view to or for sale in connection with a distribution of the
      Shares;

     

    3.3.2    Consultant
      understands that an investment in the Shares involves a high degree of risk,
      and
      Consultant has such knowledge and experience in financial and business matters
      that he is capable of evaluating the merits and risks of an investment in the
      Shares and in protecting his own interests in connection with this
      Agreement.

     

    3.3.3    Consultant
      is an “accredited investor” as such term is defined in Rule 501(a)(6) of
      Regulation D under the Securities Act.

     

    3.3.4    Consultant
      has had the opportunity to ask questions of, and to receive answers from,
      appropriate executive officers of the Company with respect to the terms and
      conditions of this Agreement and with respect to the business, affairs,
      financial condition and results of operations of the Company. Consultant has
      had
      access to such financial and other information regarding the Company and the
      Shares as is necessary in order for him to make a fully informed decision
      whether to enter into this Agreement or to acquire the Shares, and has had
      the
      opportunity to obtain from the Company any additional information it possesses
      necessary to verify any of such information to which Consultant has had
      access.

     

    3.3.5    Consultant
      understands and agrees that, if he elects to receive the Shares prior to
      registration of the issuance of the Shares under the Securities
      Act:

     

    (a)    Consultant
      shall not be entitled to sell, transfer, assign, gift, create a security
      interest in, or otherwise dispose of, with or without consideration
      (collectively, “Transfer”),
      any
      of the Shares, except pursuant to an effective registration statement under
      the
      Securities Act or an exemption from such registration and applicable state
      securities laws. As a further condition to any such Transfer, except in the
      event that such Transfer is made pursuant to an effective registration statement
      under the Securities Act, if in the reasonable opinion of counsel to the Company
      any Transfer of the Shares by the contemplated transferee thereof would not
      be
      exempt from the registration and prospectus delivery requirements of the
      Securities Act, the Company may require the contemplated transferee to furnish
      the Company with an investment letter setting forth such information and
      agreements as may be reasonably requested by the Company to ensure compliance
      by
      such transferee with the Securities Act; and

     

    (b)    Consultant
      is familiar with the provisions of the Securities Act and Rule 144 thereunder,
      and understands that the restrictions on transfer of the Shares may result
      in
      Consultant being required to hold the Shares for an indefinite period of time;
      in this regard, Consultant has adequate means for providing for his current
      financial needs and has no need for liquidity with respect to the
      Shares.

     

    4.    Termination
      of this Agreement

     

    4.1    Consultant’s
      engagement as consultant pursuant to this Agreement shall commence on the date
      of this Agreement and shall terminate upon the earlier to occur of July 31,
      2006 or not less than 10 days notice from the Company to Consultant at any
      time.

     

    4.2    The
      termination of this Agreement shall not affect the Company’s obligation to pay
      and issue the Shares to Consultant as provided in Section 3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.    Confidentiality

     

    5.1    For
      purposes of this Agreement, “Confidential
      Information”
      shall
      mean: (a) all information regarding the Company and its current and future
      subsidiaries, affiliates, related entities and investments which is not in
      the
      public domain, including without limitation, business plans, marketing plans,
      business development and expansion, financial statements and financial
      information, products, services, vendors, suppliers, customers, contracts,
      forecasts, projections, sales, marketing and employees and consultants of the
      Company, and (b) information of any third party with respect to which the
      Company is under obligation to keep confidential; but excluding information
      that
      (i) was in the public domain at or subsequent to the time such portion was
      communicated to Consultant by the Company through no fault of Consultant;
      (ii) was rightfully in Consultant’s possession free of any obligation of
      confidence at or subsequent to the time such portion was communicated to
      Consultant by the Company; (iii) was developed by Consultant independently
      of and without reference to any the Confidential Information; or (iii) was
      communicated by the Company to an unaffiliated third party free of any
      obligation of confidence.

     

    5.2    Consultant
      agrees that he will maintain the Confidential Information in strictest
      confidence, will not disclose the Confidential Information to any person and
      will not use the Confidential Information except to assist the Company as
      contemplated by this Agreement. Consultant shall immediately give notice to
      the
      Company of any unauthorized use or disclosure of the Confidential Information.
      Consultant agrees to assist the other party in remedying any such unauthorized
      use or disclosure of the other party’s Confidential Information.

     

    5.3    A
      disclosure by Consultant of Confidential Information shall not be considered
      to
      be a breach of this Agreement or a waiver of confidentiality for other purposes
      if such disclosure is: (a) in response to a valid order by a court or other
      governmental body; (b) otherwise required by law; or (c) necessary to
      establish the rights of the parties under this Agreement; provided, in any
      case,
      that Consultant shall provide prompt prior written notice thereof to the Company
      to enable the Company to seek a protective order or otherwise prevent disclosure
      of the Confidential Information.

     

    5.4    The
      provisions of this Section 5 shall survive any termination of Consultant’s
      engagement under this Agreement.

     

    6.    Miscellaneous

     

    6.1    No
      Violation of Other Agreements.
      Each of
      the parties hereto represents and warrants that execution, delivery, or
      performance of this Agreement does not conflict with, or violate the terms
      of,
      any other agreement to which it is a party or by which it is bound.

     

    6.2    Independent
      Contractor: Limitation of Liability.
      The
      Consultant is an independent contractor to the Company, and nothing herein
      shall
      be deemed to constitute the Consultant or his agents as an employee or agent
      of
      the Company. Consultant has no power or authority to bind the Company, and
      shall
      not make any representation or statement that he has such power.

     

    6.3    Notices.
      All
      notices, requests, demands and other communications (collectively, “Notices”)
      given
      pursuant to this Agreement shall be in writing, and shall be delivered by
      personal service, courier, facsimile transmission or by United States first
      class, registered or certified mail, postage prepaid, addressed to the party
      at
      the address set forth on the signature page of this Agreement. Any 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. 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.4    Assignment.
      Neither
      party may assign its interest in this Agreement or delegate its responsibilities
      hereunder without prior written consent of the other party, provided that the
      Company may assign its rights and obligations under this Agreement to any
      successor by merger or consolidation, to any purchaser of all or substantially
      all of the assets of the Company or to any subsidiary or parent of the
      Company.

     

    6.5    Severability.
      The
      invalidity or unenforceability of any particular provision of this Agreement
      or
      portion thereof shall not affect the validity or unenforceability of any other
      provision thereof. If any provision of this Agreement is adjudicated to be
      so
      broad as to be unenforceable, it shall be interpreted to be only as broad as
      is
      enforceable.

     

    6.6    Counterparts:
      Governing Law.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement shall be governed by, and construed in accordance
      with, the laws of the State of California, without giving effect to conflict
      of
      laws.

     

    6.7    Arbitration.
      All
      claims or disputes between the Company and Consultant arising out of or relating
      to this Agreement, or the breach thereof, shall be decided by arbitration in
      accordance with the Arbitration Rules of the American Arbitration Association
      currently in effect unless the parties mutually agree otherwise. The governing
      law shall be that of the State of California. The award rendered by the
      arbitrator or arbitrators shall be final, and judgment may be entered upon
      it in
      accordance with applicable law of the State of California.

     

    6.8    Headings.
      The
      article and section headings in this Agreement are solely for convenience of
      reference and shall be given no effect in the construction or interpretation
      of
      this Agreement.

     

    IN
      WITNESS WHEREOF, the parties execute this Agreement as of the date first above
      written.

     

    
      	 	
              CENTERSTAGING
                CORP. 

               

              By:  /s/
                Howard
                Livingston            
                 

              Name: Howard
                Livingston              
                 

              Title: Chief
                Financial
                Officer           
                 

               

              3407
                Winona Avenue

              Burbank,
                California 91504

            
	 	 
	 	 
	 	
              /s/
                Michael S.
                Rosenblum              
                 

              MICHAEL
                S. ROSENBLUM

               

              1875
                Century Park East, Suite 700

              Los
                Angeles, California 90067