EXHIBIT
      10.3

     

    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
      Roger Paglia (“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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          13 -

        
          

        

      

      
        
        

      

       

    

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

    
       

      
        	
                LENDER:

              	 	/s/ Roger Paglia
	 	 	
                
Roger
                Paglia
	 	 	 
	 	 	 
	 	 	 
	 	CENTERSTAGING
                CORP.
	 
 	 
 	 
 
	
                BORROWER:

              	By: 	/s/ Roger
                paglia
	 	
                

                Roger
                  Paglia, Chief Executive Officer

              
	 	 


      

    

     

    
      
        
        

      

      
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          14 -

        
          

        

      

      
        
        

      

    

     

    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 Roger
      Paglia, 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 Roger Paglia. 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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