Exhibit 10.1

                             PUT AND SALE AGREEMENT
                             ----------------------

      THIS PUT AND SALE  AGREEMENT  (this  "Agreement"),  dated as of August 17,
2005, is made and entered into by and between  KNIGHT  FULLER,  INC., a Delaware
corporation  ("KF"), and OPUS  INTERNATIONAL,  LLC, a Maryland limited liability
company ("Opus"), with reference to the following facts:

                                    RECITALS:

      WHEREAS,  KF and Opus are  parties  to the  Agreement  and Plan of Merger,
dated as of August 17, 2005, among KF, Opus,  CenterStaging Musical Productions,
Inc. ("CMPI") and the other parties identified therein (the "Merger Agreement");
and

      WHEREAS,  KF owns all of the  outstanding  shares of  capital  stock  (the
"Stock") of PayCell, Inc., a California corporation ("PayCell"); and

      WHEREAS, KF is indebted to Opus and its affiliates and associates; and

      WHEREAS,  KF and Opus  agreed in the  Merger  Agreement  to enter  into an
agreement under which KF, at its election, could sell to Opus, and cause Opus to
purchase and  acquire,  all of the Stock in exchange  for all  indebtedness  and
other amounts owed by KF to Opus; and

      WHEREAS,  CMPI's  obligations  under the Merger  Agreement are conditional
upon KF and Opus entering into this Agreement.

      NOW, THEREFORE,  in consideration of the parties' entering into the Merger
Agreement,  and as a condition to CMPI's obligations thereunder,  and the mutual
covenants set forth herein, KF and Opus hereby agree as follows:

1.    Option to Put the Stock

      (a)   Opus hereby grants to KF the right and option, at KF's election (the
"Put  Option"),  to sell and assign to Opus, and to require Opus to purchase and
acquire  all (but not less than all) of the Stock,  free and clear of all liens,
claims and encumbrances,  in consideration and in exchange for all (but not less
than all) of the Debt of KF or any  subsidiary  of KF to Opus as of the  Closing
Date,  including without  limitation the amounts described in Schedule A to this
Agreement,  and all interest,  fees and charges accruing on such amounts through
the Closing  Date (the "Opus  Indebtedness").  For  purposes of this  Agreement,
"Debt" shall mean: (i)  indebtedness or liability for borrowed money, or for the
deferred purchase price of property or services  (including trade  obligations);
(ii) obligations as lessee under capital leases; (iii) obligations under letters
of credit issued; (iv) all obligations evidenced by bonds, debentures,  notes or
other similar  instruments;  (v) all  guarantees,  endorsements  (other than for
collection or deposit in the ordinary course of business),  and other contingent
obligations to purchase any item included in this  definition,  to provide funds
for payment,  to supply funds to invest in any Person,  or otherwise to assure a
creditor  against loss; and (vi) all interest,  fees,  charges and other amounts
accruing with respect to any of the foregoing.

<PAGE>

      (b)   The Put Option may be  exercised by notice to Opus at any time on or
before the first annual anniversary of the date of this Agreement,  which notice
shall set forth the date (the "Closing  Date"),  time and place,  which shall be
mutually  convenient to the parties,  of the closing of the sale and purchase of
the Stock.  At the closing,  KF shall  deliver to Opus one or more  certificates
evidencing  the Stock,  along  with duly  executed  stock  powers,  against  the
delivery  by Opus  of:  (a)  all  evidences  of the  Opus  Indebtedness,  marked
cancelled,  and (b) duly executed  instruments  of assignment,  cancellation  or
termination  respecting the Opus Indebtedness as KF shall reasonably  request in
order to fully effectuate the exchange and cancellation of the Indebtedness.

      (c)   Each  party  shall  bear  and  pay  its  own  expenses  incurred  in
connection with this Agreement and the transactions  contemplated hereby. Should
either party fail to purchase or sell, as the case may be, the Stock as provided
herein,  time being of the essence, in addition to all other rights and remedies
that may be available  to the other party in such event,  the  defaulting  party
shall be liable  for all loss,  liability,  and  expense  incurred  by the other
party,  including,   without  limitation,   attorneys'  fees  and  expenses,  in
connection with the proposed  purchase and sale of the Stock.  In addition,  the
parties  acknowledge  and agree  that,  in view of the  reliance  and  change of
position which must  necessarily  result from KF's notice of exercise of the Put
Option hereunder and the fact that the damages which would result from a default
by Opus in its obligation to consummate such a purchase or sale are uncertain in
amount and cannot be determined with certainty, the provisions of this Agreement
shall be specifically enforceable by each party.

2.    Representations and Warranties of KF

      KF hereby  represents and warrants to Opus that the following are true and
correct  as of the date  hereof and will be true and  correct as of the  Closing
Date, if any, hereunder:

      (a)   KF is,  and will be,  the sole  legal  and  beneficial  owner of the
Stock.

      (b)   Except for  restrictions  imposed under federal or state  securities
laws applicable to securities generally, there are, and will be, no restrictions
on the transfer of the Stock,  and KF has, and will have,  the right to transfer
the  Stock  to  Opus  in the  event  of  KF's  exercise  of the  Put  Option  as
contemplated herein, without the consent, permission, waiver or any other act of
any other person.

      (c)   This Agreement  constitutes,  and will constitute,  the legal, valid
and binding  obligation of KF,  enforceable  against KF in  accordance  with its
terms.

      (d)   The Stock is not,  and will not be,  subject to any liens,  security
interests, claims or encumbrances whatsoever.

      (e)   The execution,  delivery and performance of this Agreement by KF are
not, and will not be, in violation of any indenture, agreement or undertaking to
which KF is a party or by which KF or the Stock is bound or otherwise affected.


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<PAGE>

      Except for the foregoing, KF makes no representation or warranty regarding
the  Stock,  the  sale of the  Stock,  or the  business,  operations,  financial
condition,  results of operations,  assets,  liabilities,  rights, properties or
prospects of PayCell. Without limiting the generality of the foregoing, KF makes
no  representation  that the value  equals  or  exceeds  the  amount of the Opus
Indebtedness. Opus acknowledges that it is willing to enter into this Agreement,
and  acquire  the  Stock,   to  facilitate  the  closing  of  the   transactions
contemplated  by  the  Merger   Agreement  and  irrespective  of  the  financial
condition, results of operations and value of PayCell.

3.    Representations and Warranties of Opus

      Opus hereby  represents and warrants to KF that the following are true and
correct  as of the date  hereof and will be true and  correct as of the  Closing
Date, if any, hereunder:

      (a)   Opus is, and will be, the sole legal and beneficial holder of the
Indebtedness  and has not,  and  will not  have,  sold,  transferred,  assigned,
conveyed,  pledged or  hypothecated  any of the  Indebtedness,  or any  interest
therein, directly or indirectly, to any person.

      (b)   This Agreement  constitutes,  and will constitute,  the legal, valid
and binding obligation of Opus,  enforceable against Opus in accordance with its
terms.

      (c)   The  execution,  delivery and  performance of this Agreement by Opus
are  not,  and  will  not  be,  in  violation  of any  indenture,  agreement  or
undertaking to which Opus is a party or by which Opus or any of the Indebtedness
is bound or affected.

      (d)   Schedule  A truly  and  accurately  describes  all Debt of KF or any
subsidiary  of KF to Opus or any of  Opus's  affiliates  as of the  date of this
Agreement,  including  without  limitation  the  principal  amount,  the rate of
interest,  the maturity date, payment requirements,  other fees and charges that
may become payable, and other material terms of such indebtedness. Except as set
forth in Schedule A, neither KF nor any subsidiary of KF has any Debt to Opus or
any  affiliate  of  Opus,   whether   absolute  or  contingent,   liquidated  or
unliquidated, or matured or unmatured.

4.    Release.  Opus,  on behalf of itself and its  affiliates,  successors  and
assigns (collectively,  the "Opus Parties"),  hereby releases,  remises, acquits
and forever  discharges,  and agrees to indemnify and hold harmless,  KF and its
subsidiaries  and their  successors and assigns,  (collectively,  "KF Parties"),
from and  against any and all claims,  demands,  obligations,  causes of action,
debts, expenses,  damages, judgments, orders and liabilities of whatever kind or
nature, in law, equity or otherwise,  whether now known or unknown, suspected or
unsuspected,  matured or unmatured,  and whether concealed or hidden,  which the
Opus  Parties  now own or hold or have at any time  heretofore  owned or held or
had, or may at any time own or hold or have, relating to Debt of any KF Party.

5.    Survival of Representations and Warranties

      (a)   The representations and warranties of the parties contained in this
Agreement shall survive the Closing Date.

      (b)   Each party shall indemnify,  reimburse, defend and hold harmless the
other party and its affiliates,  successors or assigns for any and all direct or
indirect  claims,   losses,   liabilities,   damages   (including   special  and
consequential  damages),  costs (including court costs) and expenses,  including
all reasonable  attorneys' fees and expenses  arising from or in connection with
(i) any breach or  inaccuracy of any  representation  or warranty of such party,
whether  such  breach  or  inaccuracy  exists  or is  made  on the  date of this
Agreement or as of the Closing Date, or (ii) any breach of or  noncompliance  by
such party of or with any covenant or agreement  contained in this  Agreement or
in any other agreement or instrument delivered in connection herewith.


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<PAGE>

6.    Miscellaneous

      (a)   All  notices  or  communications   hereunder  shall  be  in  writing
(including facsimile or similar writing) addressed as follows:

To Opus:                            Opus International, LLC
                                    190 North Canon Drive, Suite 420
                                    Beverly Hills, California 90210
                                    Attention: Managing Member
                                    Facsimile No: (818) 762-1302

with a copy (which shall not        Kenneth G. Eade, Esq.
constitute notice hereunder) to:    190 North Canon Drive, Suite 420
                                    Beverly Hills, California 90210
                                    Facsimile No: (805) 456-0122

To KF:                              c/o CenterStaging Musical Productions, Inc.
                                    3407 Winona Avenue
                                    Burbank, California 91504
                                    Attention: Howard Livingston
                                    Facsimile No.:  (818) 848-4016

with a copy (which shall not        Troy & Gould Professional Corporation
constitute notice hereunder) to:    1801 Century Park East
                                    Los Angeles, California 90067
                                    Attention:  Alan B. Spatz, Esq.
                                    Facsimile No:  (310) 789-1431

Any such notice or communication shall be deemed given (i) when made, if made by
hand delivery, and upon confirmation of receipt, if made by facsimile,  (ii) one
business day after being deposited with a next-day courier,  postage prepaid, or
(iii) three business days after being sent certified or registered mail,  return
receipt requested,  postage prepaid, in each case addressed as above (or to such
other address as such party may designate in writing from time to time).

      (b)   If any provision of this  Agreement  shall be declared to be invalid
or unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the remaining  provisions hereof which shall remain in full force and
effect.

      (c)   This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
assigns; provided, however, that neither this Agreement nor any rights hereunder
shall be assignable or otherwise  subject to hypothecation and any assignment in
violation hereof shall be null and void.


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<PAGE>

      (d)   The headings  contained in this Agreement are for reference purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.

      (e)   This Agreement may be executed in one or more  counterparts,  all of
which shall be considered one and the same Agreement, and shall become effective
when one or more such  counterparts  have been signed by each of the parties and
delivered to each party.

      (f)   This Agreement  represents the entire  agreement of the parties with

respect to the subject  matter  hereof and shall  supersede any and all previous
contracts,  arrangements  or  understandings  between  the  parties  hereto with
respect to the subject matter hereof.

      (g)   This  Agreement  shall be  construed,  interpreted  and  governed in
accordance with the laws of California,  without  reference to rules relating to
conflicts  of law.  Each  party  hereby  irrevocably  submits  to the  exclusive
jurisdiction  of the state  and  federal  courts  sitting  in the  County of Los
Angeles,  California,  for  the  adjudication  of any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein,  and hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that  is  not  personally  subject  to  the
jurisdiction  of any such  court,  or that such suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve  process in any manner  permitted by law.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.

      (h)   If any action or  proceeding,  including  an action for  declaratory
relief, is brought to enforce or interpret any provision of this Agreement,  the
prevailing  party shall be entitled to recover  reasonable  attorneys'  fees and
expenses from the other party,  which fees and expenses  shall be in addition to
any other relief, which may be awarded.

      (i)   No person or entity  other than the  parties  hereto is an  intended
beneficiary of this Agreement or any portion hereof.

      (j)   This  Agreement  may be  amended or  supplemented  only in a writing
signed by KF and Opus.

      (k)   No  failure  or delay by any party  hereto in  exercising  any right
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 hereunder. Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed on behalf of such party.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                    KNIGHT FULLER, INC.

                                    By: /s/ Ronald Pienaar
                                        -----------------------------
                                        Name:  Ronald Pienaar
                                        Title: President

                                    OPUS INTERNATIONAL, LLC

                                    By: /s/ Stephen Hallock
                                        -----------------------------
                                        Name:  Stephen Hallock
                                        Title: Managing Member


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<PAGE>

                                    GUARANTEE

      The undersigned hereby  unconditionally  guarantees to Knight Fuller, Inc.
and its successors and assigns the due and punctual  payment and  performance of
each and every obligation of Opus International,  LLC evidenced by the foregoing
Agreement and any other document executed thereby pursuant thereto.


                                    /s/  ZIRK ENGELBRECHT
                                    ---------------------------------
                                    ZIRK ENGELBRECHT


                                       7
<PAGE>

                                   Schedule A

                           Description of Indebtedness

KF is  indebted  to Opus in the  principal  amount of  $857,601.18.  The loan is
payable on demand and bears no interest.


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