EXHIBIT
        10.3

    

     

    NEITHER
      THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
      TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
      SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE.

    
 

    
      	800,000 Warrants	 	
              April
                1, 2006

            
	 	 	 


    

     

    


    CENTERSTAGING
      CORP.

    


    $1.00
      WARRANTS

    


    


    


    CenterStaging
      Corp., a Delaware corporation (“CNSC”),
      certifies that, for value received, Trilogy Capital Partners, Inc.
      (“Trilogy”),
      or
      registered assigns (the “Holder”),
      is
      the owner of Eight Hundred Thousand (800,000) Warrants of CNSC (the
“Warrants”).
      Each
      Warrant entitles the Holder to purchase from CNSC at any time prior to the
      Expiration Date (as defined below) one share of the common stock of CNSC (the
      “Common
      Stock”)
      for
      $1.00 per share (the “Exercise
      Price”),
      on
      the terms and conditions hereinafter provided. The Exercise Price and the number
      of shares of Common Stock purchasable upon exercise of each Warrant are subject
      to adjustment as provided in this Certificate. 

     

    1. Vesting;
      Expiration Date; Exercise

     

    1.1 
      Vesting.
      The Warrants shall vest and become exercisable as of the date of this
      Certificate.

     

    1.2 Expiration
      Date. The Warrants shall expire on March 31, 2009 (the “Expiration
      Date”).

     

    1.3 Manner
      of
      Exercise. The Warrants are exercisable by delivery to CNSC of the following
      (the
“Exercise
      Documents”):
      (a)
      this Certificate (b) a written notice of election to exercise the Warrants;
      and
      (c) payment of the Exercise Price in cash, by check or by “net” exercise as
      contemplated by Section 1.4 of this Certificate. Within three business days
      following receipt of the foregoing, CNSC shall execute and deliver to the
      Holder: (a) a certificate or certificates representing the aggregate number
      of
      shares of Common Stock purchased by the Holder, and (b) if less than all of
      the
      Warrants evidenced by this Certificate are exercised, a new certificate
      evidencing the Warrants not so exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.4 Net
      Exercise. In lieu of the payment methods set forth in Section 1.3 above,
      the Holder may elect to exchange all or some of the Warrant for the number
      of
      shares of Common Stock computed using the following formula:

     

    X
      =
Y
      (A-B)

    A

     

    Where
      X =
      the number of shares of Common Stock to be issued to Holder.

     

    Y
      = the
      number of shares of Common Stock purchasable under the Warrants being exchanged
      (as adjusted to the date of such calculation).

     

    A
      = the
      Market Price on the date of receipt by CNSC of the Exercise
      Documents.

     

    B
      = the
      Exercise Price of the Warrants being exchanged (as adjusted in accordance with
      the terms of Section 2 hereof).

     

    The
      “Market
      Price”
on
      any
      trading day shall be deemed to be the last reported sale price of the Common
      Stock on such day, or, in the case no such reported sales take place on such
      day, the last reported sale price on the preceding trading day on which there
      was a last reported sales price, as officially reported by the principal
      securities exchange in which the shares of Common Stock are listed or admitted
      to trading or by the Nasdaq Stock Market, or if the Common Stock is not listed
      or admitted to trading on any national securities exchange or the Nasdaq Stock
      Market, the last sale price, or if there is no last sale price, the closing
      bid
      price, as furnished by the National Association of Securities Dealers, Inc.
      (such as through the OTC Bulletin Board) or a similar organization if Nasdaq
      is
      no longer reporting such information. If the Market Price cannot be determined
      pursuant to the sentence above, the Market Price shall be determined in good
      faith (using customary valuation methods) by the Board of Directors of CNSC
      based on the information best available to it, including recent arms-length
      sales of Common Stock to unaffiliated persons.

     

    1.5 Restriction
      on “Net” Exercise. Notwithstanding any other provision of this Certificate,
      Holder shall only be permitted to effect a “net” exercise of the Warrants if on
      the date of exercise (a) the Holder has not been provided an opportunity to
      include the shares of Common Stock issuable upon exercise of the Warrants in
      a
      Registration Statement pursuant to Section 9.2; or (b) (i) the Holder has been
      provided an opportunity to include the shares of Common Stock issuable upon
      the
      exercise of the Warrants in a Registration Statement pursuant to Section 9.2,
      (ii) Holder has notified the Company that it wishes to include such shares
      in
      such Registration Statement, and (iii) Holder is not then permitted to sell
      the
      shares underlying the Warrants pursuant to such Registration
      Statement.

     

    1.6
      Warrant Exercise Limitation. Notwithstanding any other provision of this
      Agreement, if as of the date of exercise CNSC has a class of securities
      registered under Section 12 of the Securities Exchange Act of 1934, as
      amended, Holder may not exercise Warrants under this Section 1 to the
      extent that immediately following such exercise Holder would beneficially own
      5%
      or more of the outstanding Common Stock of CNSC. For this purpose, a
      representation of the Holder that following such exercise it would not
      beneficially own 5% or more of the outstanding Common Stock of CNSC shall be
      conclusive and binding upon CNSC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Adjustments
      of Exercise Price and Number and Kind of Conversion Shares

     

    2.1 In
      the
      event that CNSC shall at any time hereafter (a) pay a dividend in Common Stock
      or securities convertible into Common Stock; (b) subdivide or split its
      outstanding Common Stock; (c) combine its outstanding Common Stock into a
      smaller number of shares; then the number of shares to be issued immediately
      after the occurrence of any such event shall be adjusted so that the Holder
      thereafter may receive the number of shares of Common Stock it would have owned
      immediately following such action if it had exercised the Warrants immediately
      prior to such action and the Exercise Price shall be adjusted to reflect such
      proportionate increases or decreases in the number of shares.

     

    2.2 In
      case
      of any reclassification of the outstanding shares of Common Stock (other than
      a
      change covered by Section 2.1 hereof or a change which solely affects the par
      value of such shares) or in the case of any merger or consolidation or merger
      in
      which CNSC is not the continuing corporation and which results in any
      reclassification or capital reorganization of the outstanding shares), the
      Holder shall have the right thereafter (until the Expiration Date) to receive
      upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property receivable upon such reclassification,
      capital reorganization, merger or consolidation, by a Holder of the number
      of
      shares of Common Stock obtainable upon the exercise of the Warrants immediately
      prior to such event; and if any reclassification also results in a change in
      shares covered by Section 2.1, then such adjustment shall be made pursuant
      to both this Section 2.2 and Section 2.1 (without duplication). The
      provisions of this Section 2.2 shall similarly apply to successive
      reclassifications, capital reorganizations and mergers or consolidations, sales
      or other transfers.

     

    3. Reservation
      of Shares. CNSC
      shall at all times reserve and keep available out of its authorized but unissued
      shares of Common Stock, such number of shares of Common Stock as shall from
      time
      to time be issuable upon exercise of the Warrants. If at any time the number
      of
      authorized but unissued shares of Common Stock shall not be sufficient to permit
      the exercise of the Warrants, CNSC shall promptly seek such corporate action
      as
      may necessary to increase its authorized but unissued shares of Common Stock
      to
      such number of shares as shall be sufficient for such purpose.

     

    4. Certificate
      as to Adjustments. In
      each
      case of any adjustment in the Exercise Price, or number or type of shares
      issuable upon exercise of these Warrants, the Chief Financial Officer of CNSC
      shall compute such adjustment in accordance with the terms of these Warrants
      and
      prepare a certificate setting forth such adjustment and showing in detail the
      facts upon which such adjustment is based, including a statement of the adjusted
      Exercise Price. CNSC shall promptly send (by facsimile and by either first
      class
      mail, postage prepaid or overnight delivery) a copy of each such certificate
      to
      the Holder.

     

    5. Loss
      or Mutilation. Upon
      receipt of evidence reasonably satisfactory to CNSC of the ownership of and
      the
      loss, theft, destruction or mutilation of this Certificate, and of indemnity
      reasonably satisfactory to it, and (in the case of mutilation) upon surrender
      and cancellation of these Warrants, CNSC will execute and deliver in lieu
      thereof a new Certificate of like tenor as the lost, stolen, destroyed or
      mutilated Certificate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6. Representations
      and Warranties of CNSC. CNSC
      hereby represents and warrants to Holder that:

     

    6.1 Due
      Authorization. All corporate action on the part of CNSC, its officers, directors
      and shareholders necessary for (a) the authorization, execution and delivery
      of,
      and the performance of all obligations of CNSC under, these Warrants, and (b)
      the authorization, issuance, reservation for issuance and delivery of all of
      the
      Common Stock issuable upon exercise of these Warrants, has been duly taken.
      These Warrants constitute a valid and binding obligation of CNSC enforceable
      in
      accordance with their terms, subject, as to enforcement of remedies, to
      applicable bankruptcy, insolvency, moratorium, reorganization and similar laws
      affecting creditors’ rights generally and to general equitable
      principles.

     

    6.2 Organization.
      CNSC is a corporation duly organized, validly existing and in good standing
      under the laws of the State referenced in the first paragraph of this
      Certificate and has all requisite corporate power to own, lease and operate
      its
      property and to carry on its business as now being conducted and as currently
      proposed to be conducted.

     

    6.3 Valid
      Issuance of Stock. Any shares of Common Stock issued upon exercise of these
      Warrants will be duly and validly issued, fully paid and
      non-assessable.

     

    6.4 Governmental
      Consents. All consents, approvals, orders, authorizations or registrations,
      qualifications, declarations or filings with any federal or state governmental
      authority on the part of CNSC required in connection with the consummation
      of
      the transactions contemplated herein have been obtained.

     

    7. Representations
      and Warranties of Trilogy.
      Trilogy
      hereby represents and warrants to CNSC that:

     

    7.1 Trilogy
      is acquiring the Warrants for its own account, for investment purposes
      only.

     

    7.2 Trilogy
      understands that an investment in the Warrants involves a high degree of risk,
      and Trilogy has the financial ability to bear the economic risk of this
      investment in the Warrants, including a complete loss of such investment.
      Trilogy has adequate means for providing for its current financial needs and
      has
      no need for liquidity with respect to this investment.

     

    7.3 Trilogy
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrants
      and
      in protecting its own interest in connection with this transaction.

     

    7.4 Trilogy
      understands that the Warrants have not been registered under the Securities
      Act
      of 1933, as amended (the “Securities
      Act”)
      or
      under any state securities laws. Trilogy is familiar with the provisions of
      the
      Securities Act and Rule 144 thereunder and understands that the restrictions
      on
      transfer on the Warrants may result in Trilogy being required to hold the
      Warrants for an indefinite period of time.

     

    7.5 Trilogy
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of
      the Warrants except pursuant to an effective registration statement under the
      Securities Act or an exemption from registration. 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 CNSC any Transfer of the Warrants by the contemplated
      transferee thereof would not be exempt from the registration and prospectus
      delivery requirements of the Securities Act, CNSC may require the contemplated
      transferee to furnish CNSC with an investment letter setting forth such
      information and agreements as may be reasonably requested by CNSC to ensure
      compliance by such transferee with the Securities Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. Notices
      of Record Date

     

    In
      the
      event:

     

    8.1 CNSC
      shall take a record of the holders of its Common Stock (or other stock or
      securities at the time receivable upon the exercise of these Warrants), for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities or to receive any other right; or

     

    8.2 of
      any
      consolidation or merger of CNSC with or into another corporation, any capital
      reorganization of CNSC, any reclassification of the capital stock of CNSC,
      or
      any conveyance of all or substantially all of the assets of CNSC to another
      corporation in which holders of CNSC’s stock are to receive stock, securities or
      property of another corporation; or

     

    8.3 of
      any
      voluntary dissolution, liquidation or winding-up of CNSC; or

     

    8.4 of
      any
      redemption or conversion of all outstanding Common Stock;

     

    then,
      and
      in each such case, CNSC will mail or cause to be mailed to the Holder a notice
      specifying, as the case may be, (a) the date on which a record is to be taken
      for the purpose of such dividend, distribution or right, or (b) the date on
      which such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation, winding-up, redemption or conversion is to take place,
      and the time, if any is to be fixed, as of which the holders of record of Common
      Stock (or such stock or securities as at the time are receivable upon the
      exercise of these Warrants), shall be entitled to exchange their shares of
      Common Stock (or such other stock or securities), for securities or other
      property deliverable upon such reorganization, reclassification, consolidation,
      merger, conveyance, dissolution, liquidation or winding-up. CNSC shall use
      all
      reasonable efforts to ensure such notice shall be delivered at least 15 days
      prior to the date therein specified. 

     

    9. Registration
      Rights.
      

     

    9.1 Definitions.
      For purposes of this Section 9, the following terms shall have the meanings
      set
      forth below:

     

    9.1.1 A
      “Blackout
      Event”
means
      any of the following: (a) the possession by CNSC of material information that
      is
      not ripe for disclosure in a registration statement or prospectus, as determined
      reasonably and in good faith by the Chief Executive Officer or the Board of
      Directors of CNSC that disclosure of such information in the Registration
      Statement or the prospectus constituting a part thereof would be materially
      detrimental to the business and affairs of CNSC; or (b) any material engagement
      or activity by CNSC which would, in the reasonable and good faith determination
      of the Chief Executive Officer or the Board of Directors of CNSC, be materially
      adversely affected by disclosure in a registration statement or prospectus
      at
      such time. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.1.2 “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended.

     

    9.1.3 “Included
      Shares”
shall
      mean any Registrable Shares included in a Registration.

     

    9.1.4 “Registrable
      Shares”
shall
      mean the shares of Common Stock (or such stock or securities as at the time
      are
      receivable upon the exercise of these Warrants) issuable upon exercise of the
      Warrants and any other warrants and or other securities issued to Trilogy in
      connection with performing investor relations services for CNSC, and shares
      or
      securities issued as a result of stock split, stock dividend or reclassification
      of such shares.

     

    9.1.5 “Registration”
shall
      mean a registration of securities under the Securities Act pursuant to Section
      9.2 or 9.3 of this Agreement. 

     

    9.1.6 “Registration
      Period”
with
      respect to any Registration Statement the period commencing the effective date
      of the Registration Statement and ending upon withdrawal or termination of
      the
      Registration Statement.

     

    9.1.7 “Registration
      Statement”
shall
      mean the registration statement, as amended from time to time, filed with the
      SEC in connection with a Registration. 

     

    9.1.8 “SEC”
shall
      mean the Securities and Exchange Commission.

     

    9.2 
      Piggyback Registration. Unless the Registrable Shares are then included in
      a
      Registration Statement or can be sold under the provisions of Rule 144 without
      limitation as to volume, whether pursuant to Rule 144(k) or otherwise, if CNSC
      shall determine to register any Common Stock under the Securities Act for sale
      in connection with a public offering of Common Stock (other than pursuant to
      an
      employee benefit plan or a merger, acquisition or similar transaction), CNSC
      will give written notice thereof to Holder and will include in such Registration
      Statement any of the Registrable Shares which Holder may request be included
      (“Included
      Shares”)
      by a
      writing delivered to CNSC within 15 days after the notice given by CNSC to
      Holder; provided, however, that if the offering is to be firmly underwritten,
      and the representative of the underwriters of the offering refuse in writing
      to
      include in the offering all of the shares of Common Stock requested by CNSC
      and
      others, the shares to be included shall be allocated first to CNSC and any
      shareholder who initiated such Registration and then among the others based
      on
      the respective number of shares of Common Stock held by such persons. If CNSC
      decides not to, and does not, file a Registration Statement with respect to
      such
      Registration, or after filing determines to withdraw the same before the
      effective date thereof, CNSC will promptly so inform Holder, and CNSC will
      not
      be obligated to complete the registration of the Included Shares included
      therein. 

     

    9.3 
      Certain
      Covenants. In connection with any Registration: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.3.1 CNSC
      shall take all lawful action such that the Registration Statement, any amendment
      thereto and the prospectus forming a part thereof does not contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they are made, not misleading. Upon becoming aware
      of
      the occurrence of any event or the discovery of any facts during the
      Registration Period that make any statement of a material fact made in the
      Registration Statement or the related prospectus untrue in any material respect
      or which material fact is omitted from the Registration Statement or related
      prospectus that requires the making of any changes in the Registration Statement
      or related prospectus so that it will not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      therein, in light of the circumstances under which they are made, not misleading
      (taking into account any prior amendments or supplements), CNSC shall promptly
      notify Holder, and, subject to the provisions of Section 9.5, as soon as
      reasonably practicable prepare (but, subject to Section 9.5, in no event more
      than five business days in the case of a supplement or seven business days
      in
      the case of a post-effective amendment) and file with the SEC a supplement
      or
      post-effective amendment to the Registration Statement or the related prospectus
      or file any other required document so that, as thereafter delivered to a
      purchaser of Shares from Holder, such prospectus will not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements therein, in light of the circumstances under which they were
      made, not misleading.

     

    9.3.2 At
      least
      three business days prior to the filing with the SEC of the Registration
      Statement (or any amendment thereto) or the prospectus forming a part thereof
      (or any supplement thereto), CNSC shall provide draft copies thereof to Holder
      and shall consider incorporating into such documents such comments as Holder
      (and its counsel) may propose to be incorporated therein. Notwithstanding the
      foregoing, no prospectus supplement, the form of which has previously been
      provided to Holder, need be delivered in draft form to Holder.

     

    9.3.3 CNSC
      shall promptly notify Holder upon the occurrence of any of the following events
      in respect of the Registration Statement or the prospectus forming a part
      thereof: (a) the receipt of any request for additional information from the
      SEC
      or any other federal or state governmental authority, the response to which
      would require any amendments or supplements to the Registration Statement or
      related prospectus; (b) the issuance by the SEC or any other federal or state
      governmental authority of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings for that purpose;
      or
      (c) the receipt of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Shares for sale
      in
      any jurisdiction or the initiation or threatening of any proceeding for such
      purpose.

     

    9.3.4 CNSC
      shall furnish to Holder with respect to the Included Shares registered under
      the
      Registration Statement (and to each underwriter, if any, of such Shares) such
      number of copies of prospectuses and such other documents as Holder may
      reasonably request, in order to facilitate the public sale or other disposition
      of all or any of the Included Shares by Holder pursuant to the Registration
      Statement.

     

    9.3.5 In
      connection with any registration pursuant to Section 9.2, CNSC shall file or
      cause to be filed such documents as are required to be filed by CNSC for normal
      Blue Sky clearance in states specified in writing by Holder; provided,
      however,
      that
      CNSC shall not be required to qualify to do business or consent to service
      of
      process in any jurisdiction in which it is not now so qualified or has not
      so
      consented.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.3.6 CNSC
      shall bear and pay all expenses incurred by it and Holder (other than
      underwriting discounts, brokerage fees and commissions, and fees and expenses
      of
      more than one law firm) in connection with the registration of the Shares
      pursuant to the Registration Statement. 

     

    9.3.7 As
      a
      condition to including Registrable Shares in a Registration Statement, Holder
      must provide to CNSC such information regarding itself, the Registrable Shares
      held by it and the intended method of distribution of such Shares as shall
      be
      required to effect the registration of the Registrable Shares and, if the
      offering is being underwritten, Holder must provide such powers of attorney,
      indemnities and other documents as may be reasonably requested by the managing
      underwriter.

     

    9.3.8 Following
      the effectiveness of the Registration Statement, upon receipt from CNSC of
      a
      notice that the Registration Statement contains an untrue statement of material
      fact or omits to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances under which they were made, Holder will immediately discontinue
      disposition of Included Shares pursuant to the Registration Statement until
      CNSC
      notifies Holder that it may resume sales of Included Shares and, if necessary,
      provides to Holder copies of the supplemental or amended prospectus.


     

    9.4 
      Blackout
      Event. CNSC shall not be obligated to file a post-effective amendment or
      supplement to the Registration Statement or the prospectus constituting a part
      thereof during the continuance of a Blackout Event; provided, however, that
      no
      Blackout Event may be deemed to exist for more than 60 days. Without the express
      written consent of Holder, if required to permit the continued sale of Shares
      by
      Holder, a post-effective amendment or supplement to Registration Statement
      or
      the prospectus constituting a part thereof must be filed no later than the
      61st
      day
      following commencement of a Blackout Event.

     

    9.5 
      Rule
      144. With a view to making available to Holder the benefits of Rule 144, CNSC
      agrees, until such time as Holder can sell all remaining Registrable Shares
      under the provisions Rule 144(k), to:

     

    9.5.1.1 comply
      with the provisions of paragraph (c)(1) of Rule 144; and

     

    9.5.1.2 file
      with
      the SEC in a timely manner all reports and other documents required to be filed
      by CNSC pursuant to Section 13 or 15(d) under the Exchange Act; and, if at
      any
      time it is not required to file such reports but in the past had been required
      to or did file such reports, it will, upon the request of a Purchaser, make
      available other information as required by, and so long as necessary to permit
      sales of its Shares pursuant to, Rule 144.

     

    9.6 
      CNSC
      Indemnification. CNSC agrees to indemnify and hold harmless Holder, and its
      officers, directors and agents (including broker or underwriter selling Included
      Shares for Holder), and each person, if any, who controls Holder within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
      from and against any and all losses, claims, damages and liabilities caused
      by
      (a) any violation or alleged violation by CNSC of the Securities Act, Exchange
      Act, any state securities laws or any rule or regulation promulgated under
      the
      Securities Act, Exchange Act or any state securities laws, (b) any untrue
      statement or alleged untrue statement of a material fact contained in any
      registration statement or prospectus relating to the Included Shares (as amended
      or supplemented if CNSC shall have furnished any amendments or supplements
      thereto) or any preliminary prospectus, or (c) caused by any omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances under which they were made, except insofar as such losses, claims,
      damages or liabilities are caused by any such untrue statement or omission
      or
      alleged untrue statement or omission based upon information furnished in writing
      to CNSC by Holder or on Holder’s behalf expressly for use therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.7 
      Holder
      Indemnification. Holder agrees to indemnify and hold harmless CNSC, its
      officers, directors and agents and each person, if any, who controls CNSC within
      the meaning of either Section 15 of the Securities Act or Section 20 of the
      Exchange Act to the same extent as the foregoing indemnity from CNSC to Holder,
      but only with respect to information furnished in writing by Holder or on
      Holder’s behalf expressly for use in any registration statement or prospectus
      relating to the Registrable Shares, or any amendment or supplement thereto,
      or
      any preliminary prospectus. 

     

    9.8 
      Indemnification Procedures. In case any proceeding (including any governmental
      investigation) shall be instituted involving any person in respect of which
      indemnity may be sought pursuant to this Section 9, such person (an
“Indemnified
      Party”)
      shall
      promptly notify the person against whom such indemnity may be sought (the
“Indemnifying
      Party”)
      in
      writing and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to such Indemnified Party,
      and
      shall assume the payment of all fees and expenses; provided that the failure
      of
      any Indemnified Party so to notify the Indemnifying Party shall not relieve
      the
      Indemnifying Party of its obligations hereunder except to the extent (and only
      to the extent that) that the Indemnifying Party is materially prejudiced by
      such
      failure to notify. In any such proceeding, any Indemnified Party shall have
      the
      right to retain its own counsel, but the fees and expenses of such counsel
      shall
      be at the expense of such Indemnified Party unless (a) the Indemnifying Party
      and the Indemnified Party shall have mutually agreed to the retention of such
      counsel or (b) in the reasonable judgment of such Indemnified Party
      representation of both parties by the same counsel would be inappropriate due
      to
      actual or potential differing interests between them. It is understood that
      the
      Indemnifying Party shall not, in connection with any proceeding or related
      proceedings in the same jurisdiction, be liable for the reasonable fees and
      expenses of more than one separate firm of attorneys (in addition to any local
      counsel) at any time for all such Indemnified Parties (including in the case
      of
      Holder, all of its officers, directors and controlling persons) and that all
      such fees and expenses shall be reimbursed as they are incurred. In the case
      of
      any such separate firm for the Indemnified Parties, the Indemnified Parties
      shall designate such firm in writing to the Indemnifying Party. The Indemnifying
      Party shall not be liable for any settlement of any proceeding effected without
      its written consent (which consent shall not be unreasonably withheld or
      delayed), but if settled with such consent, or if there be a final judgment
      for
      the plaintiff, the Indemnifying Party shall indemnify and hold harmless such
      Indemnified Parties from and against any loss or liability (to the extent stated
      above) by reason of such settlement or judgment. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending or threatened proceeding in respect of which any
      Indemnified Party is or could have been a party and indemnity could have been
      sought hereunder by such Indemnified Party, unless such settlement includes
      an
      unconditional release of such Indemnified Party from all liability arising
      out
      of such proceeding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.9 Contribution.
      To the extent any indemnification by an Indemnifying Party is prohibited or
      limited by law, the Indemnifying Party agrees to make the maximum contribution
      with respect to any amounts for which, he, she or it would otherwise be liable
      under this Section 9 to the fullest extent permitted by law; provided, however,
      that (a) no contribution shall be made under circumstances where a party would
      not have been liable for indemnification under this Section 9 and (b) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning used in the Securities Act) shall be entitled to contribution from
      any
      party who was not guilty of such fraudulent misrepresentation.

     

    10. Nontransferability.
      Trilogy
      may not sell or transfer any Warrants to any person other than a director,
      officer, employee, manager or affiliate of Trilogy (or a person controlled
      by
      one or more directors, officers, employees, managers or affiliates of Trilogy)
      or to a person or entity that assists Trilogy in providing services to CNSC
      pursuant to the Letter of Engagement dated January 1, 2006 as the same may
      be
      amended from time to time, without the consent of CNSC.

     

    11. Severability.
      If
      any
      term, provision, covenant or restriction of these Warrants is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of these Warrants shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

     

    12. Notices.
      All
      notices, requests, consents and other communications required hereunder shall
      be
      in writing and shall be effective when delivered or, if delivered by registered
      or certified mail, postage prepaid, return receipt requested, shall be effective
      on the third day following deposit in United States mail: to the Holder, at
      Trilogy Capital Partners, Inc., 11726 San Vicente Boulevard, Suite 235, Los
      Angeles, CA 90049; and if addressed to CNSC, at CenterStaging Corp., 3407 Winona
      Avenue, Burbank, CA 91504, or such other address as Holder or CNSC may designate
      in writing.

     

    13. No
      Rights as Shareholder. The
      Holder shall have no rights as a shareholder of CNSC with respect to the shares
      issuable upon exercise of the Warrants until the receipt by CNSC of all of
      the
      Exercise Documents. 

     

     

    
      	 	 	CenterStaging Corp
	 	 	 
	 	 	By:
              /s/ Roger Paglia


    

    .

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      “A”

    NOTICE
      OF EXERCISE

    (To
      be signed only upon exercise of the Warrants)

     

    


     

    To: CenterStaging
      Corp.

     

    The
      undersigned hereby elects to purchase shares of Common Stock (the “Warrant
      Shares”)
      of
      CenterStaging
      Corp.
      (“CNSC”),
      pursuant to the terms of the enclosed warrant certificate (the “Certificate”).
      The
      undersigned tenders herewith payment of the exercise price pursuant to the
      terms
      of the Certificate. 

     

    The
      undersigned hereby represents and warrants to, and agrees with, CNSC as follows:
      

     

    1. Holder
      is
      acquiring the Warrant Shares for its own account, for investment purposes
      only.

     

    2. Holder
      understands that an investment in the Warrant Shares involves a high degree
      of
      risk, and Holder has the financial ability to bear the economic risk of this
      investment in the Warrant Shares, including a complete loss of such investment.
      Holder has adequate means for providing for its current financial needs and
      has
      no need for liquidity with respect to this investment.

     

    3. Holder
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrant
      Shares and in protecting its own interest in connection with this
      transaction.

     

    4. Holder
      understands that the Warrant Shares have not been registered under the
      Securities Act or under any state securities laws. Holder is familiar with
      the
      provisions of the Securities Act and Rule 144 thereunder and understands that
      the restrictions on transfer on the Warrant Shares may result in Holder being
      required to hold the Warrant Shares for an indefinite period of
      time.

     

    5. Holder
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of
      the Warrant Shares except pursuant to an effective registration statement under
      the Securities Act or an exemption from registration. 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 CNSC any Transfer of the Warrant Shares by the
      contemplated transferee thereof would not be exempt from the registration and
      prospectus delivery requirements of the Securities Act, CNSC may require the
      contemplated transferee to furnish CNSC with an investment letter setting forth
      such information and agreements as may be reasonably requested by CNSC to ensure
      compliance by such transferee with the Securities Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Each
      certificate evidencing the Warrant Shares will bear the following
      legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
      MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
      AN
      EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     

    6. Immediately
      following this exercise of Warrants, if as of the date of exercise CNSC has
      a
      class of securities registered under Section 12 of the Securities Exchange
      Act
      of 1934, as amended, the undersigned will not beneficially own five percent
      (5%)
      or more of the then outstanding Common Stock of CNSC (based on the number of
      shares outstanding set forth in the most recent periodic report filed by CNSC
      with the Securities and Exchange Commission and any additional shares which
      have
      been issued since that date of which Holder is aware have been
      issued).

     

     

     

    Number
      of
      Warrants Exercised: ______________

     

    Net
      Exercise ____ Yes ___ No 

     

    Dated:
      ____________________   

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


       

      NEITHER
        THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
        HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
        OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
        TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
        SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
        AVAILABLE.

      
 

      
        	800,000 Warrants	 	
                April
                  1, 2006

              
	 	 	 


      

       

      


      CENTERSTAGING
        CORP.

      


      $1.60
        WARRANTS

      


      


      


      CenterStaging
        Corp., a Delaware corporation (“CNSC”),
        certifies that, for value received, Trilogy Capital Partners, Inc.
        (“Trilogy”),
        or
        registered assigns (the “Holder”),
        is
        the owner of Eight Hundred Thousand (800,000) Warrants of CNSC (the
“Warrants”).
        Each
        Warrant entitles the Holder to purchase from CNSC at any time prior to the
        Expiration Date (as defined below) one share of the common stock of CNSC
        (the
“Common
        Stock”)
        for
        $1.60 per share (the “Exercise
        Price”),
        on
        the terms and conditions hereinafter provided. The Exercise Price and the
        number
        of shares of Common Stock purchasable upon exercise of each Warrant are subject
        to adjustment as provided in this Certificate. 

       

      1. Vesting;
        Expiration Date; Exercise

       

      1.1 
        Vesting.
        The Warrants shall vest and become exercisable as of the date of this
        Certificate.

       

      1.2 Expiration
        Date. The Warrants shall expire on March 31, 2009 (the “Expiration
        Date”).

       

      1.3 Manner
        of
        Exercise. The Warrants are exercisable by delivery to CNSC of the following
        (the
“Exercise
        Documents”):
        (a)
        this Certificate (b) a written notice of election to exercise the Warrants;
        and
        (c) payment of the Exercise Price in cash, by check or by “net” exercise as
        contemplated by Section 1.4 of this Certificate. Within three business days
        following receipt of the foregoing, CNSC shall execute and deliver to the
        Holder: (a) a certificate or certificates representing the aggregate number
        of
        shares of Common Stock purchased by the Holder, and (b) if less than all
        of the
        Warrants evidenced by this Certificate are exercised, a new certificate
        evidencing the Warrants not so exercised.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.4 Net
        Exercise. In lieu of the payment methods set forth in Section 1.3 above,
        the Holder may elect to exchange all or some of the Warrant for the number
        of
        shares of Common Stock computed using the following formula:

       

      X
        =
Y
        (A-B)

      A

       

      Where
        X =
        the number of shares of Common Stock to be issued to Holder.

       

      Y
        = the
        number of shares of Common Stock purchasable under the Warrants being exchanged
        (as adjusted to the date of such calculation).

       

      A
        = the
        Market Price on the date of receipt by CNSC of the Exercise
        Documents.

       

      B
        = the
        Exercise Price of the Warrants being exchanged (as adjusted in accordance
        with
        the terms of Section 2 hereof).

       

      The
        “Market
        Price”
on
        any
        trading day shall be deemed to be the last reported sale price of the Common
        Stock on such day, or, in the case no such reported sales take place on such
        day, the last reported sale price on the preceding trading day on which there
        was a last reported sales price, as officially reported by the principal
        securities exchange in which the shares of Common Stock are listed or admitted
        to trading or by the Nasdaq Stock Market, or if the Common Stock is not listed
        or admitted to trading on any national securities exchange or the Nasdaq
        Stock
        Market, the last sale price, or if there is no last sale price, the closing
        bid
        price, as furnished by the National Association of Securities Dealers, Inc.
        (such as through the OTC Bulletin Board) or a similar organization if Nasdaq
        is
        no longer reporting such information. If the Market Price cannot be determined
        pursuant to the sentence above, the Market Price shall be determined in good
        faith (using customary valuation methods) by the Board of Directors of CNSC
        based on the information best available to it, including recent arms-length
        sales of Common Stock to unaffiliated persons.

       

      1.5 Restriction
        on “Net” Exercise. Notwithstanding any other provision of this Certificate,
        Holder shall only be permitted to effect a “net” exercise of the Warrants if on
        the date of exercise (a) the Holder has not been provided an opportunity
        to
        include the shares of Common Stock issuable upon exercise of the Warrants
        in a
        Registration Statement pursuant to Section 9.2; or (b) (i) the Holder has
        been
        provided an opportunity to include the shares of Common Stock issuable upon
        the
        exercise of the Warrants in a Registration Statement pursuant to Section
        9.2,
        (ii) Holder has notified the Company that it wishes to include such shares
        in
        such Registration Statement, and (iii) Holder is not then permitted to sell
        the
        shares underlying the Warrants pursuant to such Registration
        Statement.

       

        1.6
        Warrant Exercise Limitation. Notwithstanding any other provision of this
        Agreement, if as of the date of exercise CNSC has a class of securities
        registered under Section 12 of the Securities Exchange Act of 1934, as
        amended, Holder may not exercise Warrants under this Section 1 to the
        extent that immediately following such exercise Holder would beneficially
        own 5%
        or more of the outstanding Common Stock of CNSC. For this purpose, a
        representation of the Holder that following such exercise it would not
        beneficially own 5% or more of the outstanding Common Stock of CNSC shall
        be
        conclusive and binding upon CNSC.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2. Adjustments
        of Exercise Price and Number and Kind of Conversion Shares

       

      2.1 In
        the
        event that CNSC shall at any time hereafter (a) pay a dividend in Common
        Stock
        or securities convertible into Common Stock; (b) subdivide or split its
        outstanding Common Stock; (c) combine its outstanding Common Stock into a
        smaller number of shares; then the number of shares to be issued immediately
        after the occurrence of any such event shall be adjusted so that the Holder
        thereafter may receive the number of shares of Common Stock it would have
        owned
        immediately following such action if it had exercised the Warrants immediately
        prior to such action and the Exercise Price shall be adjusted to reflect
        such
        proportionate increases or decreases in the number of shares.

       

      2.2 In
        case
        of any reclassification of the outstanding shares of Common Stock (other
        than a
        change covered by Section 2.1 hereof or a change which solely affects the
        par
        value of such shares) or in the case of any merger or consolidation or merger
        in
        which CNSC is not the continuing corporation and which results in any
        reclassification or capital reorganization of the outstanding shares), the
        Holder shall have the right thereafter (until the Expiration Date) to receive
        upon the exercise hereof, for the same aggregate Exercise Price payable
        hereunder immediately prior to such event, the kind and amount of shares
        of
        stock or other securities or property receivable upon such reclassification,
        capital reorganization, merger or consolidation, by a Holder of the number
        of
        shares of Common Stock obtainable upon the exercise of the Warrants immediately
        prior to such event; and if any reclassification also results in a change
        in
        shares covered by Section 2.1, then such adjustment shall be made pursuant
        to both this Section 2.2 and Section 2.1 (without duplication). The
        provisions of this Section 2.2 shall similarly apply to successive
        reclassifications, capital reorganizations and mergers or consolidations,
        sales
        or other transfers.

       

      3. Reservation
        of Shares. CNSC
        shall at all times reserve and keep available out of its authorized but unissued
        shares of Common Stock, such number of shares of Common Stock as shall from
        time
        to time be issuable upon exercise of the Warrants. If at any time the number
        of
        authorized but unissued shares of Common Stock shall not be sufficient to
        permit
        the exercise of the Warrants, CNSC shall promptly seek such corporate action
        as
        may necessary to increase its authorized but unissued shares of Common Stock
        to
        such number of shares as shall be sufficient for such purpose.

       

      4. Certificate
        as to Adjustments. In
        each
        case of any adjustment in the Exercise Price, or number or type of shares
        issuable upon exercise of these Warrants, the Chief Financial Officer of
        CNSC
        shall compute such adjustment in accordance with the terms of these Warrants
        and
        prepare a certificate setting forth such adjustment and showing in detail
        the
        facts upon which such adjustment is based, including a statement of the adjusted
        Exercise Price. CNSC shall promptly send (by facsimile and by either first
        class
        mail, postage prepaid or overnight delivery) a copy of each such certificate
        to
        the Holder.

       

      5. Loss
        or Mutilation. Upon
        receipt of evidence reasonably satisfactory to CNSC of the ownership of and
        the
        loss, theft, destruction or mutilation of this Certificate, and of indemnity
        reasonably satisfactory to it, and (in the case of mutilation) upon surrender
        and cancellation of these Warrants, CNSC will execute and deliver in lieu
        thereof a new Certificate of like tenor as the lost, stolen, destroyed or
        mutilated Certificate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6. Representations
        and Warranties of CNSC. CNSC
        hereby represents and warrants to Holder that:

       

      6.1 Due
        Authorization. All corporate action on the part of CNSC, its officers, directors
        and shareholders necessary for (a) the authorization, execution and delivery
        of,
        and the performance of all obligations of CNSC under, these Warrants, and
        (b)
        the authorization, issuance, reservation for issuance and delivery of all
        of the
        Common Stock issuable upon exercise of these Warrants, has been duly taken.
        These Warrants constitute a valid and binding obligation of CNSC enforceable
        in
        accordance with their terms, subject, as to enforcement of remedies, to
        applicable bankruptcy, insolvency, moratorium, reorganization and similar
        laws
        affecting creditors’ rights generally and to general equitable
        principles.

       

      6.2 Organization.
        CNSC is a corporation duly organized, validly existing and in good standing
        under the laws of the State referenced in the first paragraph of this
        Certificate and has all requisite corporate power to own, lease and operate
        its
        property and to carry on its business as now being conducted and as currently
        proposed to be conducted.

       

      6.3 Valid
        Issuance of Stock. Any shares of Common Stock issued upon exercise of these
        Warrants will be duly and validly issued, fully paid and
        non-assessable.

       

      6.4 Governmental
        Consents. All consents, approvals, orders, authorizations or registrations,
        qualifications, declarations or filings with any federal or state governmental
        authority on the part of CNSC required in connection with the consummation
        of
        the transactions contemplated herein have been obtained.

       

      7. Representations
        and Warranties of Trilogy.
        Trilogy
        hereby represents and warrants to CNSC that:

       

      7.1 Trilogy
        is acquiring the Warrants for its own account, for investment purposes
        only.

       

      7.2 Trilogy
        understands that an investment in the Warrants involves a high degree of
        risk,
        and Trilogy has the financial ability to bear the economic risk of this
        investment in the Warrants, including a complete loss of such investment.
        Trilogy has adequate means for providing for its current financial needs
        and has
        no need for liquidity with respect to this investment.

       

      7.3 Trilogy
        has such knowledge and experience in financial and business matters that
        it is
        capable of evaluating the merits and risks of an investment in the Warrants
        and
        in protecting its own interest in connection with this transaction.

       

      7.4 Trilogy
        understands that the Warrants have not been registered under the Securities
        Act
        of 1933, as amended (the “Securities
        Act”)
        or
        under any state securities laws. Trilogy is familiar with the provisions
        of the
        Securities Act and Rule 144 thereunder and understands that the restrictions
        on
        transfer on the Warrants may result in Trilogy being required to hold the
        Warrants for an indefinite period of time.

       

      7.5 Trilogy
        agrees not to sell, transfer, assign, gift, create a security interest in,
        or
        otherwise dispose of, with or without consideration (collectively, “Transfer”)
        any of
        the Warrants except pursuant to an effective registration statement under
        the
        Securities Act or an exemption from registration. 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 CNSC any Transfer of the Warrants by the contemplated
        transferee thereof would not be exempt from the registration and prospectus
        delivery requirements of the Securities Act, CNSC may require the contemplated
        transferee to furnish CNSC with an investment letter setting forth such
        information and agreements as may be reasonably requested by CNSC to ensure
        compliance by such transferee with the Securities Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      8. Notices
        of Record Date

       

      In
        the
        event:

       

      8.1 CNSC
        shall take a record of the holders of its Common Stock (or other stock or
        securities at the time receivable upon the exercise of these Warrants), for
        the
        purpose of entitling them to receive any dividend or other distribution,
        or any
        right to subscribe for or purchase any shares of stock of any class or any
        other
        securities or to receive any other right; or

       

      8.2 of
        any
        consolidation or merger of CNSC with or into another corporation, any capital
        reorganization of CNSC, any reclassification of the capital stock of CNSC,
        or
        any conveyance of all or substantially all of the assets of CNSC to another
        corporation in which holders of CNSC’s stock are to receive stock, securities or
        property of another corporation; or

       

      8.3 of
        any
        voluntary dissolution, liquidation or winding-up of CNSC; or

       

      8.4 of
        any
        redemption or conversion of all outstanding Common Stock;

       

      then,
        and
        in each such case, CNSC will mail or cause to be mailed to the Holder a notice
        specifying, as the case may be, (a) the date on which a record is to be taken
        for the purpose of such dividend, distribution or right, or (b) the date
        on
        which such reorganization, reclassification, consolidation, merger, conveyance,
        dissolution, liquidation, winding-up, redemption or conversion is to take
        place,
        and the time, if any is to be fixed, as of which the holders of record of
        Common
        Stock (or such stock or securities as at the time are receivable upon the
        exercise of these Warrants), shall be entitled to exchange their shares of
        Common Stock (or such other stock or securities), for securities or other
        property deliverable upon such reorganization, reclassification, consolidation,
        merger, conveyance, dissolution, liquidation or winding-up. CNSC shall use
        all
        reasonable efforts to ensure such notice shall be delivered at least 15 days
        prior to the date therein specified. 

       

      9. Registration
        Rights.
        

       

      9.1 Definitions.
        For purposes of this Section 9, the following terms shall have the meanings
        set
        forth below:

       

      9.1.1 A
        “Blackout
        Event”
means
        any of the following: (a) the possession by CNSC of material information
        that is
        not ripe for disclosure in a registration statement or prospectus, as determined
        reasonably and in good faith by the Chief Executive Officer or the Board
        of
        Directors of CNSC that disclosure of such information in the Registration
        Statement or the prospectus constituting a part thereof would be materially
        detrimental to the business and affairs of CNSC; or (b) any material engagement
        or activity by CNSC which would, in the reasonable and good faith determination
        of the Chief Executive Officer or the Board of Directors of CNSC, be materially
        adversely affected by disclosure in a registration statement or prospectus
        at
        such time. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.1.2 “Exchange
        Act”
shall
        mean the Securities Exchange Act of 1934, as amended.

       

      9.1.3 “Included
        Shares”
shall
        mean any Registrable Shares included in a Registration.

       

      9.1.4 “Registrable
        Shares”
shall
        mean the shares of Common Stock (or such stock or securities as at the time
        are
        receivable upon the exercise of these Warrants) issuable upon exercise of
        the
        Warrants and any other warrants and or other securities issued to Trilogy
        in
        connection with performing investor relations services for CNSC, and shares
        or
        securities issued as a result of stock split, stock dividend or reclassification
        of such shares.

       

      9.1.5 “Registration”
shall
        mean a registration of securities under the Securities Act pursuant to Section
        9.2 or 9.3 of this Agreement. 

       

      9.1.6 “Registration
        Period”
with
        respect to any Registration Statement the period commencing the effective
        date
        of the Registration Statement and ending upon withdrawal or termination of
        the
        Registration Statement.

       

      9.1.7 “Registration
        Statement”
shall
        mean the registration statement, as amended from time to time, filed with
        the
        SEC in connection with a Registration. 

       

      9.1.8 “SEC”
shall
        mean the Securities and Exchange Commission.

       

      9.2 
        Piggyback Registration. Unless the Registrable Shares are then included in
        a
        Registration Statement or can be sold under the provisions of Rule 144 without
        limitation as to volume, whether pursuant to Rule 144(k) or otherwise, if
        CNSC
        shall determine to register any Common Stock under the Securities Act for
        sale
        in connection with a public offering of Common Stock (other than pursuant
        to an
        employee benefit plan or a merger, acquisition or similar transaction), CNSC
        will give written notice thereof to Holder and will include in such Registration
        Statement any of the Registrable Shares which Holder may request be included
        (“Included
        Shares”)
        by a
        writing delivered to CNSC within 15 days after the notice given by CNSC to
        Holder; provided, however, that if the offering is to be firmly underwritten,
        and the representative of the underwriters of the offering refuse in writing
        to
        include in the offering all of the shares of Common Stock requested by CNSC
        and
        others, the shares to be included shall be allocated first to CNSC and any
        shareholder who initiated such Registration and then among the others based
        on
        the respective number of shares of Common Stock held by such persons. If
        CNSC
        decides not to, and does not, file a Registration Statement with respect
        to such
        Registration, or after filing determines to withdraw the same before the
        effective date thereof, CNSC will promptly so inform Holder, and CNSC will
        not
        be obligated to complete the registration of the Included Shares included
        therein. 

       

      9.3 
        Certain
        Covenants. In connection with any Registration: 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.3.1 CNSC
        shall take all lawful action such that the Registration Statement, any amendment
        thereto and the prospectus forming a part thereof does not contain an untrue
        statement of a material fact or omit to state a material fact required to
        be
        stated therein or necessary to make the statements therein, in light of the
        circumstances under which they are made, not misleading. Upon becoming aware
        of
        the occurrence of any event or the discovery of any facts during the
        Registration Period that make any statement of a material fact made in the
        Registration Statement or the related prospectus untrue in any material respect
        or which material fact is omitted from the Registration Statement or related
        prospectus that requires the making of any changes in the Registration Statement
        or related prospectus so that it will not contain any untrue statement of
        a
        material fact or omit to state a material fact necessary to make the statements
        therein, in light of the circumstances under which they are made, not misleading
        (taking into account any prior amendments or supplements), CNSC shall promptly
        notify Holder, and, subject to the provisions of Section 9.5, as soon as
        reasonably practicable prepare (but, subject to Section 9.5, in no event
        more
        than five business days in the case of a supplement or seven business days
        in
        the case of a post-effective amendment) and file with the SEC a supplement
        or
        post-effective amendment to the Registration Statement or the related prospectus
        or file any other required document so that, as thereafter delivered to a
        purchaser of Shares from Holder, such prospectus will not contain any untrue
        statement of a material fact or omit to state a material fact necessary to
        make
        the statements therein, in light of the circumstances under which they were
        made, not misleading.

       

      9.3.2 At
        least
        three business days prior to the filing with the SEC of the Registration
        Statement (or any amendment thereto) or the prospectus forming a part thereof
        (or any supplement thereto), CNSC shall provide draft copies thereof to Holder
        and shall consider incorporating into such documents such comments as Holder
        (and its counsel) may propose to be incorporated therein. Notwithstanding
        the
        foregoing, no prospectus supplement, the form of which has previously been
        provided to Holder, need be delivered in draft form to Holder.

       

      9.3.3 CNSC
        shall promptly notify Holder upon the occurrence of any of the following
        events
        in respect of the Registration Statement or the prospectus forming a part
        thereof: (a) the receipt of any request for additional information from the
        SEC
        or any other federal or state governmental authority, the response to which
        would require any amendments or supplements to the Registration Statement
        or
        related prospectus; (b) the issuance by the SEC or any other federal or state
        governmental authority of any stop order suspending the effectiveness of
        the
        Registration Statement or the initiation of any proceedings for that purpose;
        or
        (c) the receipt of any notification with respect to the suspension of the
        qualification or exemption from qualification of any of the Shares for sale
        in
        any jurisdiction or the initiation or threatening of any proceeding for such
        purpose.

       

      9.3.4 CNSC
        shall furnish to Holder with respect to the Included Shares registered under
        the
        Registration Statement (and to each underwriter, if any, of such Shares)
        such
        number of copies of prospectuses and such other documents as Holder may
        reasonably request, in order to facilitate the public sale or other disposition
        of all or any of the Included Shares by Holder pursuant to the Registration
        Statement.

       

      9.3.5 In
        connection with any registration pursuant to Section 9.2, CNSC shall file
        or
        cause to be filed such documents as are required to be filed by CNSC for
        normal
        Blue Sky clearance in states specified in writing by Holder; provided,
        however,
        that
        CNSC shall not be required to qualify to do business or consent to service
        of
        process in any jurisdiction in which it is not now so qualified or has not
        so
        consented.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.3.6 CNSC
        shall bear and pay all expenses incurred by it and Holder (other than
        underwriting discounts, brokerage fees and commissions, and fees and expenses
        of
        more than one law firm) in connection with the registration of the Shares
        pursuant to the Registration Statement. 

       

      9.3.7 As
        a
        condition to including Registrable Shares in a Registration Statement, Holder
        must provide to CNSC such information regarding itself, the Registrable Shares
        held by it and the intended method of distribution of such Shares as shall
        be
        required to effect the registration of the Registrable Shares and, if the
        offering is being underwritten, Holder must provide such powers of attorney,
        indemnities and other documents as may be reasonably requested by the managing
        underwriter.

       

      9.3.8 Following
        the effectiveness of the Registration Statement, upon receipt from CNSC of
        a
        notice that the Registration Statement contains an untrue statement of material
        fact or omits to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of the
        circumstances under which they were made, Holder will immediately discontinue
        disposition of Included Shares pursuant to the Registration Statement until
        CNSC
        notifies Holder that it may resume sales of Included Shares and, if necessary,
        provides to Holder copies of the supplemental or amended prospectus.


       

      9.4 
        Blackout
        Event. CNSC shall not be obligated to file a post-effective amendment or
        supplement to the Registration Statement or the prospectus constituting a
        part
        thereof during the continuance of a Blackout Event; provided, however, that
        no
        Blackout Event may be deemed to exist for more than 60 days. Without the
        express
        written consent of Holder, if required to permit the continued sale of Shares
        by
        Holder, a post-effective amendment or supplement to Registration Statement
        or
        the prospectus constituting a part thereof must be filed no later than the
        61st
        day
        following commencement of a Blackout Event.

       

      9.5 
        Rule
        144. With a view to making available to Holder the benefits of Rule 144,
        CNSC
        agrees, until such time as Holder can sell all remaining Registrable Shares
        under the provisions Rule 144(k), to:

       

      9.5.1.1 comply
        with the provisions of paragraph (c)(1) of Rule 144; and

       

      9.5.1.2 file
        with
        the SEC in a timely manner all reports and other documents required to be
        filed
        by CNSC pursuant to Section 13 or 15(d) under the Exchange Act; and, if at
        any
        time it is not required to file such reports but in the past had been required
        to or did file such reports, it will, upon the request of a Purchaser, make
        available other information as required by, and so long as necessary to permit
        sales of its Shares pursuant to, Rule 144.

       

      9.6 
        CNSC
        Indemnification. CNSC agrees to indemnify and hold harmless Holder, and its
        officers, directors and agents (including broker or underwriter selling Included
        Shares for Holder), and each person, if any, who controls Holder within the
        meaning of Section 15 of the Securities Act or Section 20 of the Exchange
        Act
        from and against any and all losses, claims, damages and liabilities caused
        by
        (a) any violation or alleged violation by CNSC of the Securities Act, Exchange
        Act, any state securities laws or any rule or regulation promulgated under
        the
        Securities Act, Exchange Act or any state securities laws, (b) any untrue
        statement or alleged untrue statement of a material fact contained in any
        registration statement or prospectus relating to the Included Shares (as
        amended
        or supplemented if CNSC shall have furnished any amendments or supplements
        thereto) or any preliminary prospectus, or (c) caused by any omission or
        alleged
        omission to state therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of the
        circumstances under which they were made, except insofar as such losses,
        claims,
        damages or liabilities are caused by any such untrue statement or omission
        or
        alleged untrue statement or omission based upon information furnished in
        writing
        to CNSC by Holder or on Holder’s behalf expressly for use therein.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.7 
        Holder
        Indemnification. Holder agrees to indemnify and hold harmless CNSC, its
        officers, directors and agents and each person, if any, who controls CNSC
        within
        the meaning of either Section 15 of the Securities Act or Section 20 of the
        Exchange Act to the same extent as the foregoing indemnity from CNSC to Holder,
        but only with respect to information furnished in writing by Holder or on
        Holder’s behalf expressly for use in any registration statement or prospectus
        relating to the Registrable Shares, or any amendment or supplement thereto,
        or
        any preliminary prospectus. 

       

      9.8 
        Indemnification Procedures. In case any proceeding (including any governmental
        investigation) shall be instituted involving any person in respect of which
        indemnity may be sought pursuant to this Section 9, such person (an
“Indemnified
        Party”)
        shall
        promptly notify the person against whom such indemnity may be sought (the
        “Indemnifying
        Party”)
        in
        writing and the Indemnifying Party shall assume the defense thereof, including
        the employment of counsel reasonably satisfactory to such Indemnified Party,
        and
        shall assume the payment of all fees and expenses; provided that the failure
        of
        any Indemnified Party so to notify the Indemnifying Party shall not relieve
        the
        Indemnifying Party of its obligations hereunder except to the extent (and
        only
        to the extent that) that the Indemnifying Party is materially prejudiced
        by such
        failure to notify. In any such proceeding, any Indemnified Party shall have
        the
        right to retain its own counsel, but the fees and expenses of such counsel
        shall
        be at the expense of such Indemnified Party unless (a) the Indemnifying Party
        and the Indemnified Party shall have mutually agreed to the retention of
        such
        counsel or (b) in the reasonable judgment of such Indemnified Party
        representation of both parties by the same counsel would be inappropriate
        due to
        actual or potential differing interests between them. It is understood that
        the
        Indemnifying Party shall not, in connection with any proceeding or related
        proceedings in the same jurisdiction, be liable for the reasonable fees and
        expenses of more than one separate firm of attorneys (in addition to any
        local
        counsel) at any time for all such Indemnified Parties (including in the case
        of
        Holder, all of its officers, directors and controlling persons) and that
        all
        such fees and expenses shall be reimbursed as they are incurred. In the case
        of
        any such separate firm for the Indemnified Parties, the Indemnified Parties
        shall designate such firm in writing to the Indemnifying Party. The Indemnifying
        Party shall not be liable for any settlement of any proceeding effected without
        its written consent (which consent shall not be unreasonably withheld or
        delayed), but if settled with such consent, or if there be a final judgment
        for
        the plaintiff, the Indemnifying Party shall indemnify and hold harmless such
        Indemnified Parties from and against any loss or liability (to the extent
        stated
        above) by reason of such settlement or judgment. No Indemnifying Party shall,
        without the prior written consent of the Indemnified Party, effect any
        settlement of any pending or threatened proceeding in respect of which any
        Indemnified Party is or could have been a party and indemnity could have
        been
        sought hereunder by such Indemnified Party, unless such settlement includes
        an
        unconditional release of such Indemnified Party from all liability arising
        out
        of such proceeding.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.9 Contribution.
        To the extent any indemnification by an Indemnifying Party is prohibited
        or
        limited by law, the Indemnifying Party agrees to make the maximum contribution
        with respect to any amounts for which, he, she or it would otherwise be liable
        under this Section 9 to the fullest extent permitted by law; provided, however,
        that (a) no contribution shall be made under circumstances where a party
        would
        not have been liable for indemnification under this Section 9 and (b) no
        seller
        of Registrable Securities guilty of fraudulent misrepresentation (within
        the
        meaning used in the Securities Act) shall be entitled to contribution from
        any
        party who was not guilty of such fraudulent misrepresentation.

       

      10. Nontransferability.
        Trilogy
        may not sell or transfer any Warrants to any person other than a director,
        officer, employee, manager or affiliate of Trilogy (or a person controlled
        by
        one or more directors, officers, employees, managers or affiliates of Trilogy)
        or to a person or entity that assists Trilogy in providing services to CNSC
        pursuant to the Letter of Engagement dated January 1, 2006 as the same may
        be
        amended from time to time, without the consent of CNSC.

       

      11. Severability.
        If
        any
        term, provision, covenant or restriction of these Warrants is held by a court
        of
        competent jurisdiction to be invalid, void or unenforceable, the remainder
        of
        the terms, provisions, covenants and restrictions of these Warrants shall
        remain
        in full force and effect and shall in no way be affected, impaired or
        invalidated.

       

      12. Notices.
        All
        notices, requests, consents and other communications required hereunder shall
        be
        in writing and shall be effective when delivered or, if delivered by registered
        or certified mail, postage prepaid, return receipt requested, shall be effective
        on the third day following deposit in United States mail: to the Holder,
        at
        Trilogy Capital Partners, Inc., 11726 San Vicente Boulevard, Suite 235, Los
        Angeles, CA 90049; and if addressed to CNSC, at CenterStaging Corp., 3407
        Winona
        Avenue, Burbank, CA 91504, or such other address as Holder or CNSC may designate
        in writing.

       

      13. No
        Rights as Shareholder. The
        Holder shall have no rights as a shareholder of CNSC with respect to the
        shares
        issuable upon exercise of the Warrants until the receipt by CNSC of all of
        the
        Exercise Documents. 

       

       

      
        	 	 	CenterStaging Corp.
	 	 	 
	 	 	By:
                /s/ Roger Paglia


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        “A”

      NOTICE
        OF EXERCISE

      (To
        be signed only upon exercise of the Warrants)

       

      


       

      To: CenterStaging
        Corp.

       

      The
        undersigned hereby elects to purchase shares of Common Stock (the “Warrant
        Shares”)
        of
        CenterStaging
        Corp.
        (“CNSC”),
        pursuant to the terms of the enclosed warrant certificate (the “Certificate”).
        The
        undersigned tenders herewith payment of the exercise price pursuant to the
        terms
        of the Certificate. 

       

      The
        undersigned hereby represents and warrants to, and agrees with, CNSC as follows:
        

       

      1. Holder
        is
        acquiring the Warrant Shares for its own account, for investment purposes
        only.

       

      2. Holder
        understands that an investment in the Warrant Shares involves a high degree
        of
        risk, and Holder has the financial ability to bear the economic risk of this
        investment in the Warrant Shares, including a complete loss of such investment.
        Holder has adequate means for providing for its current financial needs and
        has
        no need for liquidity with respect to this investment.

       

      3. Holder
        has such knowledge and experience in financial and business matters that
        it is
        capable of evaluating the merits and risks of an investment in the Warrant
        Shares and in protecting its own interest in connection with this
        transaction.

       

      4. Holder
        understands that the Warrant Shares have not been registered under the
        Securities Act or under any state securities laws. Holder is familiar with
        the
        provisions of the Securities Act and Rule 144 thereunder and understands
        that
        the restrictions on transfer on the Warrant Shares may result in Holder being
        required to hold the Warrant Shares for an indefinite period of
        time.

       

      5. Holder
        agrees not to sell, transfer, assign, gift, create a security interest in,
        or
        otherwise dispose of, with or without consideration (collectively, “Transfer”)
        any of
        the Warrant Shares except pursuant to an effective registration statement
        under
        the Securities Act or an exemption from registration. 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 CNSC any Transfer of the Warrant Shares by the
        contemplated transferee thereof would not be exempt from the registration
        and
        prospectus delivery requirements of the Securities Act, CNSC may require
        the
        contemplated transferee to furnish CNSC with an investment letter setting
        forth
        such information and agreements as may be reasonably requested by CNSC to
        ensure
        compliance by such transferee with the Securities Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Each
        certificate evidencing the Warrant Shares will bear the following
        legend:

       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
        MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
        EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
        AN
        EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

       

      6. Immediately
        following this exercise of Warrants, if as of the date of exercise CNSC has
        a
        class of securities registered under Section 12 of the Securities Exchange
        Act
        of 1934, as amended, the undersigned will not beneficially own five percent
        (5%)
        or more of the then outstanding Common Stock of CNSC (based on the number
        of
        shares outstanding set forth in the most recent periodic report filed by
        CNSC
        with the Securities and Exchange Commission and any additional shares which
        have
        been issued since that date of which Holder is aware have been
        issued).

       

       

       

      Number
        of
        Warrants Exercised: ______________

       

      Net
        Exercise ____ Yes ___ No 

       

      Dated:
        ____________________   

      


      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        NEITHER
          THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
          HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”),
          OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
          TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
          SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
          IS
          AVAILABLE.

        


        


        
          	400,000 Warrants	 	
                  April
                    1, 2006

                
	 	 	 
	 	 	 


        

         

        


        CENTERSTAGING
          CORP.

        


        $1.75
          WARRANTS

        


        


        


        CenterStaging
          Corp., a Delaware corporation (“CNSC”),
          certifies that, for value received, Trilogy Capital Partners, Inc.
          (“Trilogy”),
          or
          registered assigns (the “Holder”),
          is
          the owner of Four Hundred Thousand (400,000) Warrants of CNSC (the “Warrants”).
          Each
          Warrant entitles the Holder to purchase from CNSC at any time prior to
          the
          Expiration Date (as defined below) one share of the common stock of CNSC
          (the
“Common
          Stock”)
          for
          $1.75 per share (the “Exercise
          Price”),
          on
          the terms and conditions hereinafter provided. The Exercise Price and the
          number
          of shares of Common Stock purchasable upon exercise of each Warrant are
          subject
          to adjustment as provided in this Certificate. 

        


        1. Vesting;
          Expiration Date; Exercise

        


        1.1 
          Vesting.
          The Warrants shall vest and become exercisable as of the date of this
          Certificate.

        


        1.2 Expiration
          Date. The Warrants shall expire on March 31, 2009 (the “Expiration
          Date”).

        


        1.3 Manner
          of
          Exercise. The Warrants are exercisable by delivery to CNSC of the following
          (the
“Exercise
          Documents”):
          (a)
          this Certificate (b) a written notice of election to exercise the Warrants;
          and
          (c) payment of the Exercise Price in cash, by check or by “net” exercise as
          contemplated by Section 1.4 of this Certificate. Within three business
          days
          following receipt of the foregoing, CNSC shall execute and deliver to the
          Holder: (a) a certificate or certificates representing the aggregate number
          of
          shares of Common Stock purchased by the Holder, and (b) if less than all
          of the
          Warrants evidenced by this Certificate are exercised, a new certificate
          evidencing the Warrants not so exercised.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        1.4 Net
          Exercise. In lieu of the payment methods set forth in Section 1.3 above,
          the Holder may elect to exchange all or some of the Warrant for the number
          of
          shares of Common Stock computed using the following formula:

        


        X
          =
Y
          (A-B)

        A

        


        Where
          X =
          the number of shares of Common Stock to be issued to Holder.

        


        Y
          = the
          number of shares of Common Stock purchasable under the Warrants being exchanged
          (as adjusted to the date of such calculation).

        


        A
          = the
          Market Price on the date of receipt by CNSC of the Exercise
          Documents.

        


        B
          = the
          Exercise Price of the Warrants being exchanged (as adjusted in accordance
          with
          the terms of Section 2 hereof).

        


        The
          “Market
          Price”
on
          any
          trading day shall be deemed to be the last reported sale price of the Common
          Stock on such day, or, in the case no such reported sales take place on
          such
          day, the last reported sale price on the preceding trading day on which
          there
          was a last reported sales price, as officially reported by the principal
          securities exchange in which the shares of Common Stock are listed or admitted
          to trading or by the Nasdaq Stock Market, or if the Common Stock is not
          listed
          or admitted to trading on any national securities exchange or the Nasdaq
          Stock
          Market, the last sale price, or if there is no last sale price, the closing
          bid
          price, as furnished by the National Association of Securities Dealers,
          Inc.
          (such as through the OTC Bulletin Board) or a similar organization if Nasdaq
          is
          no longer reporting such information. If the Market Price cannot be determined
          pursuant to the sentence above, the Market Price shall be determined in
          good
          faith (using customary valuation methods) by the Board of Directors of
          CNSC
          based on the information best available to it, including recent arms-length
          sales of Common Stock to unaffiliated persons.

        


        1.5 Restriction
          on “Net” Exercise. Notwithstanding any other provision of this Certificate,
          Holder shall only be permitted to effect a “net” exercise of the Warrants if on
          the date of exercise (a) the Holder has not been provided an opportunity
          to
          include the shares of Common Stock issuable upon exercise of the Warrants
          in a
          Registration Statement pursuant to Section 9.2; or (b) (i) the Holder has
          been
          provided an opportunity to include the shares of Common Stock issuable
          upon the
          exercise of the Warrants in a Registration Statement pursuant to Section
          9.2,
          (ii) Holder has notified the Company that it wishes to include such shares
          in
          such Registration Statement, and (iii) Holder is not then permitted to
          sell the
          shares underlying the Warrants pursuant to such Registration
          Statement.

         

         1.6
          Warrant Exercise Limitation. Notwithstanding any other provision of this
          Agreement, if as of the date of exercise CNSC has a class of securities
          registered under Section 12 of the Securities Exchange Act of 1934, as
          amended, Holder may not exercise Warrants under this Section 1 to the
          extent that immediately following such exercise Holder would beneficially
          own 5%
          or more of the outstanding Common Stock of CNSC. For this purpose, a
          representation of the Holder that following such exercise it would not
          beneficially own 5% or more of the outstanding Common Stock of CNSC shall
          be
          conclusive and binding upon CNSC.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2. Adjustments
          of Exercise Price and Number and Kind of Conversion Shares

        


        2.1 In
          the
          event that CNSC shall at any time hereafter (a) pay a dividend in Common
          Stock
          or securities convertible into Common Stock; (b) subdivide or split its
          outstanding Common Stock; (c) combine its outstanding Common Stock into
          a
          smaller number of shares; then the number of shares to be issued immediately
          after the occurrence of any such event shall be adjusted so that the Holder
          thereafter may receive the number of shares of Common Stock it would have
          owned
          immediately following such action if it had exercised the Warrants immediately
          prior to such action and the Exercise Price shall be adjusted to reflect
          such
          proportionate increases or decreases in the number of shares.

        


        2.2 In
          case
          of any reclassification of the outstanding shares of Common Stock (other
          than a
          change covered by Section 2.1 hereof or a change which solely affects the
          par
          value of such shares) or in the case of any merger or consolidation or
          merger in
          which CNSC is not the continuing corporation and which results in any
          reclassification or capital reorganization of the outstanding shares),
          the
          Holder shall have the right thereafter (until the Expiration Date) to receive
          upon the exercise hereof, for the same aggregate Exercise Price payable
          hereunder immediately prior to such event, the kind and amount of shares
          of
          stock or other securities or property receivable upon such reclassification,
          capital reorganization, merger or consolidation, by a Holder of the number
          of
          shares of Common Stock obtainable upon the exercise of the Warrants immediately
          prior to such event; and if any reclassification also results in a change
          in
          shares covered by Section 2.1, then such adjustment shall be made pursuant
          to both this Section 2.2 and Section 2.1 (without duplication). The
          provisions of this Section 2.2 shall similarly apply to successive
          reclassifications, capital reorganizations and mergers or consolidations,
          sales
          or other transfers.

        


        3. Reservation
          of Shares. CNSC
          shall at all times reserve and keep available out of its authorized but
          unissued
          shares of Common Stock, such number of shares of Common Stock as shall
          from time
          to time be issuable upon exercise of the Warrants. If at any time the number
          of
          authorized but unissued shares of Common Stock shall not be sufficient
          to permit
          the exercise of the Warrants, CNSC shall promptly seek such corporate action
          as
          may necessary to increase its authorized but unissued shares of Common
          Stock to
          such number of shares as shall be sufficient for such purpose.

        


        4. Certificate
          as to Adjustments. In
          each
          case of any adjustment in the Exercise Price, or number or type of shares
          issuable upon exercise of these Warrants, the Chief Financial Officer of
          CNSC
          shall compute such adjustment in accordance with the terms of these Warrants
          and
          prepare a certificate setting forth such adjustment and showing in detail
          the
          facts upon which such adjustment is based, including a statement of the
          adjusted
          Exercise Price. CNSC shall promptly send (by facsimile and by either first
          class
          mail, postage prepaid or overnight delivery) a copy of each such certificate
          to
          the Holder.

        


        5. Loss
          or Mutilation. Upon
          receipt of evidence reasonably satisfactory to CNSC of the ownership of
          and the
          loss, theft, destruction or mutilation of this Certificate, and of indemnity
          reasonably satisfactory to it, and (in the case of mutilation) upon surrender
          and cancellation of these Warrants, CNSC will execute and deliver in lieu
          thereof a new Certificate of like tenor as the lost, stolen, destroyed
          or
          mutilated Certificate.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        6. Representations
          and Warranties of CNSC. CNSC
          hereby represents and warrants to Holder that:

        


        6.1 Due
          Authorization. All corporate action on the part of CNSC, its officers,
          directors
          and shareholders necessary for (a) the authorization, execution and delivery
          of,
          and the performance of all obligations of CNSC under, these Warrants, and
          (b)
          the authorization, issuance, reservation for issuance and delivery of all
          of the
          Common Stock issuable upon exercise of these Warrants, has been duly taken.
          These Warrants constitute a valid and binding obligation of CNSC enforceable
          in
          accordance with their terms, subject, as to enforcement of remedies, to
          applicable bankruptcy, insolvency, moratorium, reorganization and similar
          laws
          affecting creditors’ rights generally and to general equitable
          principles.

        


        6.2 Organization.
          CNSC is a corporation duly organized, validly existing and in good standing
          under the laws of the State referenced in the first paragraph of this
          Certificate and has all requisite corporate power to own, lease and operate
          its
          property and to carry on its business as now being conducted and as currently
          proposed to be conducted.

        


        6.3 Valid
          Issuance of Stock. Any shares of Common Stock issued upon exercise of these
          Warrants will be duly and validly issued, fully paid and
          non-assessable.

        


        6.4 Governmental
          Consents. All consents, approvals, orders, authorizations or registrations,
          qualifications, declarations or filings with any federal or state governmental
          authority on the part of CNSC required in connection with the consummation
          of
          the transactions contemplated herein have been obtained.

        


        7. Representations
          and Warranties of Trilogy.
          Trilogy
          hereby represents and warrants to CNSC that:

        


        7.1 Trilogy
          is acquiring the Warrants for its own account, for investment purposes
          only.

        


        7.2 Trilogy
          understands that an investment in the Warrants involves a high degree of
          risk,
          and Trilogy has the financial ability to bear the economic risk of this
          investment in the Warrants, including a complete loss of such investment.
          Trilogy has adequate means for providing for its current financial needs
          and has
          no need for liquidity with respect to this investment.

        


        7.3 Trilogy
          has such knowledge and experience in financial and business matters that
          it is
          capable of evaluating the merits and risks of an investment in the Warrants
          and
          in protecting its own interest in connection with this transaction.

        


        7.4 Trilogy
          understands that the Warrants have not been registered under the Securities
          Act
          of 1933, as amended (the “Securities
          Act”)
          or
          under any state securities laws. Trilogy is familiar with the provisions
          of the
          Securities Act and Rule 144 thereunder and understands that the restrictions
          on
          transfer on the Warrants may result in Trilogy being required to hold the
          Warrants for an indefinite period of time.

        


        7.5 Trilogy
          agrees not to sell, transfer, assign, gift, create a security interest
          in, or
          otherwise dispose of, with or without consideration (collectively, “Transfer”)
          any of
          the Warrants except pursuant to an effective registration statement under
          the
          Securities Act or an exemption from registration. 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 CNSC any Transfer of the Warrants by the contemplated
          transferee thereof would not be exempt from the registration and prospectus
          delivery requirements of the Securities Act, CNSC may require the contemplated
          transferee to furnish CNSC with an investment letter setting forth such
          information and agreements as may be reasonably requested by CNSC to ensure
          compliance by such transferee with the Securities Act.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        8. Notices
          of Record Date

        


        In
          the
          event:

        


        8.1 CNSC
          shall take a record of the holders of its Common Stock (or other stock
          or
          securities at the time receivable upon the exercise of these Warrants),
          for the
          purpose of entitling them to receive any dividend or other distribution,
          or any
          right to subscribe for or purchase any shares of stock of any class or
          any other
          securities or to receive any other right; or

        


        8.2 of
          any
          consolidation or merger of CNSC with or into another corporation, any capital
          reorganization of CNSC, any reclassification of the capital stock of CNSC,
          or
          any conveyance of all or substantially all of the assets of CNSC to another
          corporation in which holders of CNSC’s stock are to receive stock, securities or
          property of another corporation; or

        


        8.3 of
          any
          voluntary dissolution, liquidation or winding-up of CNSC; or

        


        8.4 of
          any
          redemption or conversion of all outstanding Common Stock;

        


        then,
          and
          in each such case, CNSC will mail or cause to be mailed to the Holder a
          notice
          specifying, as the case may be, (a) the date on which a record is to be
          taken
          for the purpose of such dividend, distribution or right, or (b) the date
          on
          which such reorganization, reclassification, consolidation, merger, conveyance,
          dissolution, liquidation, winding-up, redemption or conversion is to take
          place,
          and the time, if any is to be fixed, as of which the holders of record
          of Common
          Stock (or such stock or securities as at the time are receivable upon the
          exercise of these Warrants), shall be entitled to exchange their shares
          of
          Common Stock (or such other stock or securities), for securities or other
          property deliverable upon such reorganization, reclassification, consolidation,
          merger, conveyance, dissolution, liquidation or winding-up. CNSC shall
          use all
          reasonable efforts to ensure such notice shall be delivered at least 15
          days
          prior to the date therein specified. 

        


        9. Registration
          Rights.
          

        


        9.1 Definitions.
          For purposes of this Section 9, the following terms shall have the meanings
          set
          forth below:

        


        9.1.1 A
          “Blackout
          Event”
means
          any of the following: (a) the possession by CNSC of material information
          that is
          not ripe for disclosure in a registration statement or prospectus, as determined
          reasonably and in good faith by the Chief Executive Officer or the Board
          of
          Directors of CNSC that disclosure of such information in the Registration
          Statement or the prospectus constituting a part thereof would be materially
          detrimental to the business and affairs of CNSC; or (b) any material engagement
          or activity by CNSC which would, in the reasonable and good faith determination
          of the Chief Executive Officer or the Board of Directors of CNSC, be materially
          adversely affected by disclosure in a registration statement or prospectus
          at
          such time. 

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        9.1.2 “Exchange
          Act”
shall
          mean the Securities Exchange Act of 1934, as amended.

        


        9.1.3 “Included
          Shares”
shall
          mean any Registrable Shares included in a Registration.

        


        9.1.4 “Registrable
          Shares”
shall
          mean the shares of Common Stock (or such stock or securities as at the
          time are
          receivable upon the exercise of these Warrants) issuable upon exercise
          of the
          Warrants and any other warrants and or other securities issued to Trilogy
          in
          connection with performing investor relations services for CNSC, and shares
          or
          securities issued as a result of stock split, stock dividend or reclassification
          of such shares.

        


        9.1.5 “Registration”
shall
          mean a registration of securities under the Securities Act pursuant to
          Section
          9.2 or 9.3 of this Agreement. 

        


        9.1.6 “Registration
          Period”
with
          respect to any Registration Statement the period commencing the effective
          date
          of the Registration Statement and ending upon withdrawal or termination
          of the
          Registration Statement.

        


        9.1.7 “Registration
          Statement”
shall
          mean the registration statement, as amended from time to time, filed with
          the
          SEC in connection with a Registration. 

        


        9.1.8 “SEC”
shall
          mean the Securities and Exchange Commission.

        


        9.2 
          Piggyback Registration. Unless the Registrable Shares are then included
          in a
          Registration Statement or can be sold under the provisions of Rule 144
          without
          limitation as to volume, whether pursuant to Rule 144(k) or otherwise,
          if CNSC
          shall determine to register any Common Stock under the Securities Act for
          sale
          in connection with a public offering of Common Stock (other than pursuant
          to an
          employee benefit plan or a merger, acquisition or similar transaction),
          CNSC
          will give written notice thereof to Holder and will include in such Registration
          Statement any of the Registrable Shares which Holder may request be included
          (“Included
          Shares”)
          by a
          writing delivered to CNSC within 15 days after the notice given by CNSC
          to
          Holder; provided, however, that if the offering is to be firmly underwritten,
          and the representative of the underwriters of the offering refuse in writing
          to
          include in the offering all of the shares of Common Stock requested by
          CNSC and
          others, the shares to be included shall be allocated first to CNSC and
          any
          shareholder who initiated such Registration and then among the others based
          on
          the respective number of shares of Common Stock held by such persons. If
          CNSC
          decides not to, and does not, file a Registration Statement with respect
          to such
          Registration, or after filing determines to withdraw the same before the
          effective date thereof, CNSC will promptly so inform Holder, and CNSC will
          not
          be obligated to complete the registration of the Included Shares included
          therein. 

        


        9.3 
          Certain
          Covenants. In connection with any Registration: 

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        9.3.1 CNSC
          shall take all lawful action such that the Registration Statement, any
          amendment
          thereto and the prospectus forming a part thereof does not contain an untrue
          statement of a material fact or omit to state a material fact required
          to be
          stated therein or necessary to make the statements therein, in light of
          the
          circumstances under which they are made, not misleading. Upon becoming
          aware of
          the occurrence of any event or the discovery of any facts during the
          Registration Period that make any statement of a material fact made in
          the
          Registration Statement or the related prospectus untrue in any material
          respect
          or which material fact is omitted from the Registration Statement or related
          prospectus that requires the making of any changes in the Registration
          Statement
          or related prospectus so that it will not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          therein, in light of the circumstances under which they are made, not misleading
          (taking into account any prior amendments or supplements), CNSC shall promptly
          notify Holder, and, subject to the provisions of Section 9.5, as soon as
          reasonably practicable prepare (but, subject to Section 9.5, in no event
          more
          than five business days in the case of a supplement or seven business days
          in
          the case of a post-effective amendment) and file with the SEC a supplement
          or
          post-effective amendment to the Registration Statement or the related prospectus
          or file any other required document so that, as thereafter delivered to
          a
          purchaser of Shares from Holder, such prospectus will not contain any untrue
          statement of a material fact or omit to state a material fact necessary
          to make
          the statements therein, in light of the circumstances under which they
          were
          made, not misleading.

        


        9.3.2 At
          least
          three business days prior to the filing with the SEC of the Registration
          Statement (or any amendment thereto) or the prospectus forming a part thereof
          (or any supplement thereto), CNSC shall provide draft copies thereof to
          Holder
          and shall consider incorporating into such documents such comments as Holder
          (and its counsel) may propose to be incorporated therein. Notwithstanding
          the
          foregoing, no prospectus supplement, the form of which has previously been
          provided to Holder, need be delivered in draft form to Holder.

        


        9.3.3 CNSC
          shall promptly notify Holder upon the occurrence of any of the following
          events
          in respect of the Registration Statement or the prospectus forming a part
          thereof: (a) the receipt of any request for additional information from
          the SEC
          or any other federal or state governmental authority, the response to which
          would require any amendments or supplements to the Registration Statement
          or
          related prospectus; (b) the issuance by the SEC or any other federal or
          state
          governmental authority of any stop order suspending the effectiveness of
          the
          Registration Statement or the initiation of any proceedings for that purpose;
          or
          (c) the receipt of any notification with respect to the suspension of the
          qualification or exemption from qualification of any of the Shares for
          sale in
          any jurisdiction or the initiation or threatening of any proceeding for
          such
          purpose.

        


        9.3.4 CNSC
          shall furnish to Holder with respect to the Included Shares registered
          under the
          Registration Statement (and to each underwriter, if any, of such Shares)
          such
          number of copies of prospectuses and such other documents as Holder may
          reasonably request, in order to facilitate the public sale or other disposition
          of all or any of the Included Shares by Holder pursuant to the Registration
          Statement.

        


        9.3.5 In
          connection with any registration pursuant to Section 9.2, CNSC shall file
          or
          cause to be filed such documents as are required to be filed by CNSC for
          normal
          Blue Sky clearance in states specified in writing by Holder; provided,
          however,
          that
          CNSC shall not be required to qualify to do business or consent to service
          of
          process in any jurisdiction in which it is not now so qualified or has
          not so
          consented.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        9.3.6 CNSC
          shall bear and pay all expenses incurred by it and Holder (other than
          underwriting discounts, brokerage fees and commissions, and fees and expenses
          of
          more than one law firm) in connection with the registration of the Shares
          pursuant to the Registration Statement. 

        


        9.3.7 As
          a
          condition to including Registrable Shares in a Registration Statement,
          Holder
          must provide to CNSC such information regarding itself, the Registrable
          Shares
          held by it and the intended method of distribution of such Shares as shall
          be
          required to effect the registration of the Registrable Shares and, if the
          offering is being underwritten, Holder must provide such powers of attorney,
          indemnities and other documents as may be reasonably requested by the managing
          underwriter.

        


        9.3.8 Following
          the effectiveness of the Registration Statement, upon receipt from CNSC
          of a
          notice that the Registration Statement contains an untrue statement of
          material
          fact or omits to state any material fact required to be stated therein
          or
          necessary to make the statements therein not misleading in light of the
          circumstances under which they were made, Holder will immediately discontinue
          disposition of Included Shares pursuant to the Registration Statement until
          CNSC
          notifies Holder that it may resume sales of Included Shares and, if necessary,
          provides to Holder copies of the supplemental or amended prospectus.


        


        9.4 
          Blackout
          Event. CNSC shall not be obligated to file a post-effective amendment or
          supplement to the Registration Statement or the prospectus constituting
          a part
          thereof during the continuance of a Blackout Event; provided, however,
          that no
          Blackout Event may be deemed to exist for more than 60 days. Without the
          express
          written consent of Holder, if required to permit the continued sale of
          Shares by
          Holder, a post-effective amendment or supplement to Registration Statement
          or
          the prospectus constituting a part thereof must be filed no later than
          the
          61st
          day
          following commencement of a Blackout Event.

        


        9.5 
          Rule
          144. With a view to making available to Holder the benefits of Rule 144,
          CNSC
          agrees, until such time as Holder can sell all remaining Registrable Shares
          under the provisions Rule 144(k), to:

        


        9.5.1.1 comply
          with the provisions of paragraph (c)(1) of Rule 144; and

        


        9.5.1.2 file
          with
          the SEC in a timely manner all reports and other documents required to
          be filed
          by CNSC pursuant to Section 13 or 15(d) under the Exchange Act; and, if
          at any
          time it is not required to file such reports but in the past had been required
          to or did file such reports, it will, upon the request of a Purchaser,
          make
          available other information as required by, and so long as necessary to
          permit
          sales of its Shares pursuant to, Rule 144.

        


        9.6 
          CNSC
          Indemnification. CNSC agrees to indemnify and hold harmless Holder, and
          its
          officers, directors and agents (including broker or underwriter selling
          Included
          Shares for Holder), and each person, if any, who controls Holder within
          the
          meaning of Section 15 of the Securities Act or Section 20 of the Exchange
          Act
          from and against any and all losses, claims, damages and liabilities caused
          by
          (a) any violation or alleged violation by CNSC of the Securities Act, Exchange
          Act, any state securities laws or any rule or regulation promulgated under
          the
          Securities Act, Exchange Act or any state securities laws, (b) any untrue
          statement or alleged untrue statement of a material fact contained in any
          registration statement or prospectus relating to the Included Shares (as
          amended
          or supplemented if CNSC shall have furnished any amendments or supplements
          thereto) or any preliminary prospectus, or (c) caused by any omission or
          alleged
          omission to state therein a material fact required to be stated therein
          or
          necessary to make the statements therein not misleading in light of the
          circumstances under which they were made, except insofar as such losses,
          claims,
          damages or liabilities are caused by any such untrue statement or omission
          or
          alleged untrue statement or omission based upon information furnished in
          writing
          to CNSC by Holder or on Holder’s behalf expressly for use therein.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        9.7 
          Holder
          Indemnification. Holder agrees to indemnify and hold harmless CNSC, its
          officers, directors and agents and each person, if any, who controls CNSC
          within
          the meaning of either Section 15 of the Securities Act or Section 20 of
          the
          Exchange Act to the same extent as the foregoing indemnity from CNSC to
          Holder,
          but only with respect to information furnished in writing by Holder or
          on
          Holder’s behalf expressly for use in any registration statement or prospectus
          relating to the Registrable Shares, or any amendment or supplement thereto,
          or
          any preliminary prospectus. 

        


        9.8 
          Indemnification Procedures. In case any proceeding (including any governmental
          investigation) shall be instituted involving any person in respect of which
          indemnity may be sought pursuant to this Section 9, such person (an
“Indemnified
          Party”)
          shall
          promptly notify the person against whom such indemnity may be sought (the
          “Indemnifying
          Party”)
          in
          writing and the Indemnifying Party shall assume the defense thereof, including
          the employment of counsel reasonably satisfactory to such Indemnified Party,
          and
          shall assume the payment of all fees and expenses; provided that the failure
          of
          any Indemnified Party so to notify the Indemnifying Party shall not relieve
          the
          Indemnifying Party of its obligations hereunder except to the extent (and
          only
          to the extent that) that the Indemnifying Party is materially prejudiced
          by such
          failure to notify. In any such proceeding, any Indemnified Party shall
          have the
          right to retain its own counsel, but the fees and expenses of such counsel
          shall
          be at the expense of such Indemnified Party unless (a) the Indemnifying
          Party
          and the Indemnified Party shall have mutually agreed to the retention of
          such
          counsel or (b) in the reasonable judgment of such Indemnified Party
          representation of both parties by the same counsel would be inappropriate
          due to
          actual or potential differing interests between them. It is understood
          that the
          Indemnifying Party shall not, in connection with any proceeding or related
          proceedings in the same jurisdiction, be liable for the reasonable fees
          and
          expenses of more than one separate firm of attorneys (in addition to any
          local
          counsel) at any time for all such Indemnified Parties (including in the
          case of
          Holder, all of its officers, directors and controlling persons) and that
          all
          such fees and expenses shall be reimbursed as they are incurred. In the
          case of
          any such separate firm for the Indemnified Parties, the Indemnified Parties
          shall designate such firm in writing to the Indemnifying Party. The Indemnifying
          Party shall not be liable for any settlement of any proceeding effected
          without
          its written consent (which consent shall not be unreasonably withheld or
          delayed), but if settled with such consent, or if there be a final judgment
          for
          the plaintiff, the Indemnifying Party shall indemnify and hold harmless
          such
          Indemnified Parties from and against any loss or liability (to the extent
          stated
          above) by reason of such settlement or judgment. No Indemnifying Party
          shall,
          without the prior written consent of the Indemnified Party, effect any
          settlement of any pending or threatened proceeding in respect of which
          any
          Indemnified Party is or could have been a party and indemnity could have
          been
          sought hereunder by such Indemnified Party, unless such settlement includes
          an
          unconditional release of such Indemnified Party from all liability arising
          out
          of such proceeding.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        9.9 Contribution.
          To the extent any indemnification by an Indemnifying Party is prohibited
          or
          limited by law, the Indemnifying Party agrees to make the maximum contribution
          with respect to any amounts for which, he, she or it would otherwise be
          liable
          under this Section 9 to the fullest extent permitted by law; provided,
          however,
          that (a) no contribution shall be made under circumstances where a party
          would
          not have been liable for indemnification under this Section 9 and (b) no
          seller
          of Registrable Securities guilty of fraudulent misrepresentation (within
          the
          meaning used in the Securities Act) shall be entitled to contribution from
          any
          party who was not guilty of such fraudulent misrepresentation.

        


        10. Nontransferability.
          Trilogy
          may not sell or transfer any Warrants to any person other than a director,
          officer, employee, manager or affiliate of Trilogy (or a person controlled
          by
          one or more directors, officers, employees, managers or affiliates of Trilogy)
          or to a person or entity that assists Trilogy in providing services to
          CNSC
          pursuant to the Letter of Engagement dated January 1, 2006 as the same
          may be
          amended from time to time, without the consent of CNSC.

        


        11. Severability.
          If
          any
          term, provision, covenant or restriction of these Warrants is held by a
          court of
          competent jurisdiction to be invalid, void or unenforceable, the remainder
          of
          the terms, provisions, covenants and restrictions of these Warrants shall
          remain
          in full force and effect and shall in no way be affected, impaired or
          invalidated.

        


        12. Notices.
          All
          notices, requests, consents and other communications required hereunder
          shall be
          in writing and shall be effective when delivered or, if delivered by registered
          or certified mail, postage prepaid, return receipt requested, shall be
          effective
          on the third day following deposit in United States mail: to the Holder,
          at
          Trilogy Capital Partners, Inc., 11726 San Vicente Boulevard, Suite 235,
          Los
          Angeles, CA 90049; and if addressed to CNSC, at CenterStaging Corp., 3407
          Winona
          Avenue, Burbank, CA 91504, or such other address as Holder or CNSC may
          designate
          in writing.

        


        13. No
          Rights as Shareholder. The
          Holder shall have no rights as a shareholder of CNSC with respect to the
          shares
          issuable upon exercise of the Warrants until the receipt by CNSC of all
          of the
          Exercise Documents. 

         

        
          	 	 	CenterStaging Corp.
	 	 	 
	 	 	By:
                  /s/ Roger Paglia


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          “A”

        NOTICE
          OF EXERCISE

        (To
          be signed only upon exercise of the Warrants)

        


        


        To: CenterStaging
          Corp.

         

        The
          undersigned hereby elects to purchase shares of Common Stock (the “Warrant
          Shares”)
          of
          CenterStaging
          Corp.
          (“CNSC”),
          pursuant to the terms of the enclosed warrant certificate (the “Certificate”).
          The
          undersigned tenders herewith payment of the exercise price pursuant to
          the terms
          of the Certificate. 

         

        The
          undersigned hereby represents and warrants to, and agrees with, CNSC as
          follows:


         

        1. Holder
          is
          acquiring the Warrant Shares for its own account, for investment purposes
          only.

         

        2. Holder
          understands that an investment in the Warrant Shares involves a high degree
          of
          risk, and Holder has the financial ability to bear the economic risk of
          this
          investment in the Warrant Shares, including a complete loss of such investment.
          Holder has adequate means for providing for its current financial needs
          and has
          no need for liquidity with respect to this investment.

         

        3. Holder
          has such knowledge and experience in financial and business matters that
          it is
          capable of evaluating the merits and risks of an investment in the Warrant
          Shares and in protecting its own interest in connection with this
          transaction.

         

        4. Holder
          understands that the Warrant Shares have not been registered under the
          Securities Act or under any state securities laws. Holder is familiar with
          the
          provisions of the Securities Act and Rule 144 thereunder and understands
          that
          the restrictions on transfer on the Warrant Shares may result in Holder
          being
          required to hold the Warrant Shares for an indefinite period of
          time.

         

        5. Holder
          agrees not to sell, transfer, assign, gift, create a security interest
          in, or
          otherwise dispose of, with or without consideration (collectively, “Transfer”)
          any of
          the Warrant Shares except pursuant to an effective registration statement
          under
          the Securities Act or an exemption from registration. 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 CNSC any Transfer of the Warrant Shares by the
          contemplated transferee thereof would not be exempt from the registration
          and
          prospectus delivery requirements of the Securities Act, CNSC may require
          the
          contemplated transferee to furnish CNSC with an investment letter setting
          forth
          such information and agreements as may be reasonably requested by CNSC
          to ensure
          compliance by such transferee with the Securities Act.

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Each
          certificate evidencing the Warrant Shares will bear the following
          legend:

         

        “THE
          SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
          THE
          SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
          MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
          EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
          AN
          EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

         

        6. Immediately
          following this exercise of Warrants, if as of the date of exercise CNSC
          has a
          class of securities registered under Section 12 of the Securities Exchange
          Act
          of 1934, as amended, the undersigned will not beneficially own five percent
          (5%)
          or more of the then outstanding Common Stock of CNSC (based on the number
          of
          shares outstanding set forth in the most recent periodic report filed by
          CNSC
          with the Securities and Exchange Commission and any additional shares which
          have
          been issued since that date of which Holder is aware have been
          issued).

         

        Number
          of
          Warrants Exercised: ______________

        Net
          Exercise ____ Yes ___ No 

        Dated:
          ____________________