EX 10.6


    EXHIBIT
      10.6


    

    


    SECOND
      AMENDMENT TO PROMISSORY NOTE

    


    dated
      as
      of March 6, 2006

    


    Reference
      is made to that certain promissory note dated January 28, 2005 (the “Note”), as
      amended, between CenterStaging Musical Productions, Inc., a California
      corporation, (the “Borrower”) and Charles Lico, a natural person, (the
“Lender”). All terms defined in the Note shall have the same meaning in this
      Second Amendment, except as otherwise provided herein.

    


    NOW,
      THEREFORE, Borrower and Lender hereby agree to amend the Note as
      follows:

    


    1.           The
      Maturity Date of the Loan is hereby revised ab
      initio
      to April
      30, 2006. Furthermore, the Lender agrees that the Borrower is not, and shall
      not
      be deemed to be, in default with respect to the original Maturity Date of the
      Loan set forth in the Note and the Lender hereby waives any right to accelerate
      (i.e., demand immediate payment of) the Loan or any remedies in respect
      thereof.

    


    2.           Except
      as expressly modified herein, the Note is hereby ratified and shall remain
      in
      full force and effect.

    


    3.           This
      Second Amendment may be executed via facsimile and such facsimile shall be
      deemed an original hereof.

    


    If
      Lender
      agrees with the foregoing, please execute this Second Amendment in the space
      below.

    


    


     

    
      /s/
        Howard Livingston 
        
          

        

      

    

    Howard
      Livingston

    CFO
      CenterStaging Musical Productions, Inc.

    


    


    /s/
      Charles Lico

    
      

    

    Charles
      Lico, an individual

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

       

      THIRD
        AMENDMENT TO PROMISSORY NOTE

      


      dated
        as
        of April 28, 2006

      


      Reference
        is made to that certain promissory note dated January 28, 2005 (the “Note”), as
        amended, between CenterStaging Musical Productions, Inc., a California
        corporation, (the “Borrower”) and Charles Lico, a natural person, (the
“Lender”). All terms defined in the Note shall have the same meaning in this
        Third Amendment, except as otherwise provided herein.

      


      NOW,
        THEREFORE, Borrower and Lender hereby agree to amend the Note as
        follows:

      


      1.    The
        Maturity Date of the Loan is hereby revised ab
        initio
        to June 30, 2006. Furthermore, the Lender agrees that the Borrower is not, and shall
        not
        be deemed to be, in default with respect to the original Maturity Date of
        the
        Loan set forth in the Note and the Lender hereby waives any right to accelerate
        (i.e., demand immediate payment of) the Loan or any remedies in respect
        thereof.

      


      2.    Except
        as
        expressly modified herein, the Note is hereby ratified and shall remain in
        full
        force and effect.

      


      3.    This
        Third Amendment may be executed via facsimile and such facsimile shall be
        deemed
        an original hereof.

      


      If
        Lender
        agrees with the foregoing, please execute this Third Amendment in the space
        below.

      


      


      
        
          /s/
            Howard Livingston 
            
              

            

          

        

        Howard
          Livingston

        CFO
          CenterStaging Musical Productions, Inc.

        


        


        /s/
          Charles Lico 

        
          

        

        Charles
          Lico, an individual