Exhibit 10.2

                             FORM OF PROMISSORY NOTE

THIS CONVERTIBLE  PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY
AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN
COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THIS LEGEND
SHALL BE ENDORSED UPON ANY  CONVERTIBLE  PROMISSORY  NOTE ISSUED IN EXCHANGE FOR
THIS CONVERTIBLE PROMISSORY NOTE.

                     CENTERSTAGING MUSICAL PRODUCTIONS, INC.

                              _______________, 200_

                                                                       $--------

                           CONVERTIBLE PROMISSORY NOTE

                              Due December 31, 2005

      CENTERSTAGING  MUSICAL  PRODUCTIONS,  INC., a California  corporation (the
"Company"), for value received, hereby promises to pay to_______________________
or  registered  assigns (the  "Holder")  on the 31st day of December,  2005 (the
"Maturity  Date") at the offices of the Company,  3407 Winona  Avenue,  Burbank,
California,  91540 the principal sum of ____________________ Dollars ($_____) in
such coin or currency of the United  States of America as at the time of payment
shall be legal  tender for the  payment of public and  private  debts and to pay
simple interest on said principal sum at the rate of ten percent (10%) per annum
from the date  hereof  through the  Maturity  Date.  Interest  on the  principal
balance of this  Convertible  Promissory  Note ("Note")  shall be payable on the
Maturity Date.

      1.  Registered  Owner.  The Company may  consider  and treat the person in
whose name this Note shall be registered  as the absolute  owner thereof for all
purposes  whatsoever (whether or not this Note shall be overdue) and the Company
shall not be affected by any notice to the  contrary.  The  registered  owner of
this Note shall have the right to transfer it by assignment  and the  transferee
thereof,  upon his  registration as owner of this Note, shall become vested with
all the powers and rights of the transferor. Registration of any new owner shall
take place upon presentation of this Note to the Company at its offices together
with  the  Note  Assignment  Form  attached  hereto  duly  executed.  In case of
transfers by operation of law, the  transferee  shall notify the Company of such
transfer and of his address, and shall submit appropriate evidence regarding the
transfer so that this Note may be registered in the name of the transferee. This
Note is  transferable  only on the  books of the  Company  by the  Holder on the
surrender  hereof,  duly endorsed.  Communications  sent to any registered owner
shall be  effective  as  against  all  holders or  transferees  of this Note not
registered at the time of sending the communication.

<PAGE>

      2. Conversion.

            2.1  Definitions.  For purposes of this Note,  the  following  terms
shall have the meanings set forth below:

                  (a) "Common  Stock" shall mean the Common Stock of the Company
or,  if the  Company  completes  a  Reverse  Merger,  the  Common  Stock  of the
Successor.

                  (b) "Common Stock Equivalents" of any entity at any date shall
mean the sum of:  (i) the  number  of  shares  of  common  stock of such  entity
outstanding on such date, plus (ii) the number of shares of common stock of such
entity which may be acquired upon  exercise or  conversion of Stock  Equivalents
outstanding  on such  date  (ignoring  for  this  purpose  vesting  and  similar
conditions).

                  (c)  "Conversion  Date"  shall  mean the first to occur of the
following:  (i) the  closing  of a  Public  Offering;  or  (ii)  if the  Company
completes a Reverse  Merger,  the 20th trading day  following the closing of the
Reverse  Merger  unless  the  number  of  outstanding  shares  of  Common  Stock
Equivalents  of the  Successor  on the closing of the Reverse  Merger is greater
than 40 million, then the date which is the earlier of 120 days from the closing
of the Reverse  Merger or the 20th trading day  following a reverse  stock split
effected by the Successor.

                  (d)  "Conversion  Period" shall mean the period  commencing on
the Conversion  Date and expiring at 5:00 P.M.,  P.S.T.,  on the day immediately
preceding the Maturity Date.

                  (e)  "Conversion  Price" shall mean 50% of the Market Price of
the Common Stock as of the Conversion Date.

                  (f) "Conversion  Stock" shall mean the Common Stock into which
this Note can be converted.

                  (g) "Existing  Shareholders"  shall mean Johnny  Caswell,  Jan
Parent, Roger Paglia and Howard Livingston.

                  (h) "Market  Price" of the Common Stock shall mean: (i) if the
Conversion  Date  occurs  because  of a Public  Offering,  the per  share  gross
offering price for the Common Stock as set forth in the final prospectus for the
Public  Offering;  or (ii) if the  Conversion  Date occurs  because of a Reverse
Merger, the average of the per share closing sales prices (or average of bid and
asked  prices if no sales price is  available)  of the Common  Stock for the ten
trading days ending on the Conversion Date as reported on a service  selected by
the Company.

                  (i) "Public Offering" shall mean a firmly  underwritten public
offering of Common  Stock by the Company  pursuant to a  registration  statement
filed with the SEC pursuant to the Securities Act.

                  (j)  "Reverse  Merger"  shall  mean  the  merger  between  the
Company, on one hand, and the Successor or a subsidiary of the Successor, on the
other hand,  pursuant to which the shareholders of the Company receive shares of
capital  stock of the  Successor  and the Company  becomes a  subsidiary  of the
Successor.


                                       2
<PAGE>

                  (k) "SEC" shall mean the Securities and Exchange Commission.

                  (l) "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  (m) "Stock Equivalents" shall mean options,  warrants,  calls,
rights,  commitments,  convertible  securities and other securities  pursuant to
which the holder,  directly  or  indirectly,  has the right to acquire  (with or
without additional consideration) Common Stock.

                  (n) "Successor" shall mean a corporation whose common stock is
registered under Section 12 of the Securities  Exchange Act of 1934, as amended,
which  acquires the Company  through the Reverse  Merger and issues its stock to
the stockholders of the Company in the Reverse Merger.

            2.2 Holder Conversion Right. Subject to the terms hereof, during the
Conversion  Period,  the  Holder  shall  have  the  right  to  convert  the then
outstanding  principal  amount of this Note,  together with any accrued interest
hereon,   into  shares  of  Conversion   Stock,  at  the  Conversion  Price,  by
presentation and surrender to the Company, at its then principal office, of this
Note  together with the Note  Conversion  Form  attached  hereto duly  executed.
Subject to the terms  hereof,  upon  receipt by the Company of this Note and the
Note Conversion Form, duly executed at its office, the Holder shall be deemed to
be the holder of record of the shares of  Conversion  Stock  issuable  upon such
conversion,  notwithstanding that the stock transfer books of the Company or the
Successor,  as the  case  may be,  shall  then be  closed  or that  certificates
representing such shares shall not then be actually delivered to the Holder.

            2.3 Company Conversion Right.

                  (a) During the Conversion  Period,  the Company shall have the
right to cause the Holder to convert the then  outstanding  principal  amount of
this Note,  together with any accrued interest hereon,  into Conversion Stock at
the Conversion Price.

                  (b) The foregoing conversion privilege may be exercised during
the  Conversion  Period by  written  notice by the  Company to the Holder at the
address  for the  Holder  in the  Company's  records  (the  "Company  Conversion
Notice").  Upon  mailing by the Company of the Company  Conversion  Notice,  the
Holder  shall be deemed to have duly  converted  the  amount of the  outstanding
principal  amount of this Note  indicated  thereon,  together  with any  accrued
interest  thereon,  into Conversion  Stock at the Conversion  Price. No interest
shall  accrue on this Note from and after the mailing of the Company  Conversion
Notice.  Promptly following receipt of the Company Conversion Notice, the Holder
shall thereupon  deliver this Note to the Company for  cancellation.  Subject to
the terms hereof, upon delivery by the Company of the Company Conversion Notice,
the  Holder  shall be  deemed  to be the  holder  of  record  of the  shares  of
Conversion Stock issuable upon such conversion,  notwithstanding  that the stock
transfer books of the Company or the  Successor,  as the case may be, shall then
be  closed  or that  certificates  representing  such  shares  shall not then be
actually delivered to the Holder.


                                       3
<PAGE>

            2.4 Minimum/Maximum Conversion Shares. Notwithstanding any provision
of this Note to the contrary,  each $1,000  principal  amount of this Note shall
not convert into more than .0027% or less than .0022% of the number of shares of
Common Stock  Equivalents that the Existing  Shareholders hold in the Company or
the Successor, as the case may be, as of the Conversion Date, excluding for this
purpose shares of Common Stock of the Company and the Successor, as the case may
be, issued to the Existing  Shareholders (or their affiliates) after the date of
this Note for cash  consideration  not less  than 80% of the fair  value of such
shares as  determined  in good faith by the Board of Directors of the Company or
Successor, as the case may be.

            2.5 Reservation of Shares. The Company will at all times reserve, or
cause the  Successor to reserve,  for issuance and delivery  upon  conversion of
this Note all shares of Conversion Stock or other shares of capital stock of the
Company or the Successor  (and other  securities and property) from time to time
receivable upon conversion of this Note.

            2.6 Fractional  Shares.  Neither the Company nor the Successor shall
be required to issue certificates representing fractions of shares, nor shall it
be required to issue scrip or pay cash in lieu of fractional interests, it being
the intent of the Company and the Holder that all fractional  interests shall be
eliminated.

            2.7 Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company or the Successor,  either
at law or in equity, and the rights of the Holder are limited to those expressed
in this Note.

      3.  Covenant  re  Reverse  Merger.  The  Company  agrees  that it will not
complete a Reverse Merger unless the Successor  either  assumes all  obligations
and  liabilities  of the Company under this Agreement or becomes a co-obligor of
the  Company  of the  obligations  and  liabilities  of the  Company  under this
Agreement.

      4. Investment  Intent. The Holder hereby represents and warrants that this
Note is being acquired, and the Conversion Stock issuable upon the conversion of
this Note will be acquired,  for investment  purposes only and without a view to
the  distribution  thereof,  and may be transferred  only in compliance with the
Act.  Unless,  prior  to the  conversion  of  this  Note,  the  issuance  of the
Conversion  Stock has been  registered  with the SEC pursuant to the  Securities
Act, the Note  Conversion Form shall be accompanied by a  representation  of the
Holder to the effect that such  securities are being acquired for investment and
not with a view to the distribution  thereof, and such other representations and
documentation  as may be required by the Company or the  Successor,  as the case
may be, unless in the opinion of counsel to the Company or the Successor, as the
case may be, such  representations  or other  documentation are not necessary to
comply with the Securities Act.

      5. Restrictions on Transfer.

            5.1 Transfer to Comply with the  Securities  Act.  This Note and any
Conversion Stock may not be sold or otherwise disposed of except as follows: (i)
to a person who, in the opinion of counsel to the Company or the  Successor,  as
the case may be,  is a person  to whom  this  Note or the  Conversion  Stock may
legally be  transferred  without  registration  and  without  the  delivery of a
current  prospectus  under the Securities Act with respect thereto and then only
against  receipt of an  agreement  of such person to comply with the  provisions
hereof with respect to any resale or other  disposition of such  securities;  or
(ii) to any person upon delivery of a prospectus  then meeting the  requirements
of the Securities Act relating to such  securities and the offering  thereof for
such sale or disposition, and thereafter to all successive assignees.


                                       4
<PAGE>

            5.2  Legend.  Upon  conversion  of this  Note  and the  issuance  of
Conversion  Stock, all certificates  representing  such securities shall bear on
the face thereof substantially the following legend:

            "The  securities  represented  by this  certificate  have  not  been
            registered under the Securities Act of 1933, as amended, and may not
            be sold,  offered  for  sale,  assigned,  transferred  or  otherwise
            disposed of unless registered pursuant to the provisions of that Act
            or an opinion of counsel  satisfactory  to the  Company is  obtained
            stating that such  disposition  is in  compliance  with an available
            exemption from such registration."

      6. Applicable Law. This Note is issued under and shall for all purposes be
governed  by  and  construed  in  accordance  with  the  laws  of the  State  of
California, excluding choice of law rules thereof.

      7.  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 Company at its  principal  executive  offices and the Holder at
its  address as  appears on the  records  of the  Company.  Except as  expressly
provided  otherwise in this Note with respect to specific  Notices,  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.

      8. Miscellaneous.  This Note constitutes the rights and obligations of the
Holder and the Company.  No provision of this Note may be modified  except by an
instrument in writing  signed by the party against whom the  enforcement  of any
modification is sought. This Note shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns.

      Payment of principal and interest due upon  maturity  shall be made to the
registered  Holder  of  this  Note  on or  after  the  Maturity  Date  following
presentation of this Note for payment. No interest shall be due on this Note for
such  period  of  time  that  may  elapse  between  the  Maturity  Date  and its
presentation for payment.

      No recourse  shall be had for the payment of the  principal of or interest
on this Note against any officer, director or agent of the Company or Successor,
past,  present or future,  all such  liability of the  officers,  directors  and
agents  being  waived,  released  and  surrendered  by the Holder  hereof by the
acceptance of this Note.


                                       5
<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this Note to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.


                                      CENTERSTAGING MUSICAL
                                      PRODUCTIONS, INC.


                                      By:
                                         ----------------------------------


                                       6
<PAGE>

                     CENTERSTAGING MUSICAL PRODUCTIONS, INC.

                           CONVERTIBLE PROMISSORY NOTE

                              DUE DECEMBER 31, 2005

                              NOTE CONVERSION FORM

         The  undersigned  hereby  irrevocably  elects  to  convert  the  within
Convertible Promissory Note, together with accrued interest thereon.

If the Holder is an individual:      If the Holder is not an individual:
------------------------------       ----------------------------------


-----------------------------------  -------------------------------------------
Name(s) of the Holder                Name of Holder

                                     By:
-----------------------------------     ----------------------------------------
Signature of Holder                  Signature of Authorized Representative

-----------------------------------  -------------------------------------------
Signature, if jointly held           Name and Title of Authorized Representative

-----------------------------------  -------------------------------------------
Address(es) of Holder                Address of Holder

-----------------------------------  -------------------------------------------
Social Security Number(s) of Holder  Taxpayer Identification Number of Holder

-----------------------------------  -------------------------------------------
Date                                 Date


                                       7
<PAGE>

                     CENTERSTAGING MUSICAL PRODUCTIONS, INC.

                           CONVERTIBLE PROMISSORY NOTE

                              DUE DECEMBER 31, 2005

                              NOTE ASSIGNMENT FORM

                               FOR VALUE RECEIVED

      The undersigned  ______________________ (please print or typewrite name of
assignor)  hereby sells,  assigns and transfers  unto (please print or typewrite
name, address and social security or taxpayer  identification number, if any, of
assignee)  the  within  Convertible  Promissory  Note of  CenterStaging  Musical
Productions,     Inc.     in    the     original     principal     amount     of
$___________________________  and hereby authorizes the Company to transfer this
Note on its books.


If the Holder is an individual:      If the Holder is not an individual:
------------------------------       ----------------------------------


-----------------------------------  -------------------------------------------
Name(s) of Holder                    Name of Holder

                                     By:
-----------------------------------     ----------------------------------------
Signature of Holder                  Signature of Authorized Representative

-----------------------------------  -------------------------------------------
Signature, if jointly held           Name and Title of Authorized Representative

-----------------------------------  -------------------------------------------
Date                                 Date



                        ---------------------------------
                            (Signature(s) guaranteed)


                                       8