EX 10.1


    EXHIBIT
      10.1

    
 

    CENTERSTAGING
      CORP. 

     

    OPTION
      CERTIFICATE

     

    (Incentive
      Stock Option)

     

    


    THIS
      IS
      TO CERTIFY that CenterStaging Corp., a Delaware corporation (the “Company”),
      has
      granted to the employee named below (“Optionee”)
      an
      incentive stock option (the “Option”)
      to
      purchase shares of the Company’s common stock (the “Common
      Stock”)
      under
      its 2005 Incentive Stock Option Plan (the “Plan”)
      and
      upon the terms and conditions set forth below and in the attached Stock Option
      Agreement:

     

    
      	
              Name
                of Optionee:

            	   

	
              Address
                of Optionee:

            	   

	
              Number
                of Option Shares:

            	   

	
              Exercise
                Price:

            	
              $            per
                share

            
	
              Date
                of Grant:

            	  

	
              Option
                Expiration Date:

            	  



    

    


    Exercise
      Schedule:
      The
      Option shall become exercisable (“vest”) as follows:

     

    
      	
              Date

            	 	
              Number
                of Shares

            
	
                


            	 	
                


            
	 	 	 


    

    


    In
      Witness Whereof, the Company has granted to Optionee the Option as of the Date
      of Grant set forth above.

     

     

    
      	OPTIONEE	 	CENTERSTAGING CORP. 
	 	 	 
	 	 	 
	   
              	 	By 
	 	 	Its 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    STOCK
      OPTION AGREEMENT

     

    (Incentive
      Stock Option)

     

    


    This
      STOCK OPTION AGREEMENT (this “Agreement”)
      is
      made and entered into as of the Date of Grant set forth in the Option
      Certificate to which this Agreement is attached (the “Certificate”)
      by and
      between CenterStaging Corp., a Delaware corporation (the “Company”),
      and
      the optionee (the “Optionee”)
      named
      in the Certificate. 

     

    Pursuant
      to the 2005 Incentive Stock Option Plan of the Company (the “Plan”),
      the
      Administrator has determined that Optionee is to be granted, on the terms and
      conditions set forth in this Agreement and in the Plan, an option to purchase
      shares of the Company’s common stock (the “Common
      Stock”).
      It is
      intended that the option qualify as an “incentive stock option” within the
      meaning of Section 422 of the Internal Revenue Code of 1986, as amended from
      time to time (the “Code”).
      Capitalized terms not otherwise defined in this Agreement shall have the
      meanings ascribed to them in the Plan.

     

    The
      Company and Optionee agree as follows:

     

    1. Grant
      of Option.
      The
      Company hereby grants to Optionee, upon the terms and subject to the conditions
      set forth in this Agreement, an Option (the “Option”)
      to
      purchase all or any portion of that number of shares of Common Stock set forth
      in the Certificate (the “Option
      Shares”),
      at
      the exercise price set forth in the Certificate (the “Exercise
      Price”).

     

    2. Vesting

     

    2.1. The
      Option shall “vest” and become exercisable in installments upon and after the
      dates set forth under the caption “Exercise
      Schedule”
in
      the
      Certificate. The installments shall be cumulative; i.e.,
      the
      Option may be exercised, as to any or all Shares covered by an installment,
      at
      any time or times after the installment first becomes exercisable and until
      expiration or termination of the Option.

     

    2.2. No
      vesting shall occur after the Employment Termination Date (as defined in Section
      4.2 of this Agreement). 

     

    2.3. Notwithstanding
      anything to the contrary contained in this Option Agreement, the Option may
      not
      be exercised, in whole or in part, unless and until any then-applicable
      requirements of all state and federal laws and regulatory agencies shall have
      been fully complied with to the satisfaction of the Company and its
      counsel.

     

    3. Exercise
      of the Option.
      

     

    3.1. The
      Option may be exercised, in whole or in part, only by delivery to the Company
      of:

     

    3.1.1 written
      notice of the exercise of the Option in form identical to Exhibit
      “A”
      attached
      to this Agreement stating the number of Option Shares being purchased (the
      “Purchased
      Shares”);
      and

     

    
      
        
        

      

      
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    3.1.2 payment
      of the Exercise Price (i) in cash or cash equivalent; or (ii) with the approval
      of the Administrator, by delivery to the Company of such other consideration
      (such as shares of Common Stock) acceptable to the Administrator.

     

    3.2. Following
      receipt of the exercise notice, any other applicable documents and the payment
      referred to above, the Company shall, within 30 days, cause certificates
      representing the Purchased Shares to be delivered to Optionee either at
      Optionee’s address set forth in the records of the Company or at such other
      address as Optionee may designate in writing to the Company; provided;
      however,
      that
      the Company shall not be obligated to issue a fraction or fractions of a share
      otherwise issuable upon exercise of the Option, and may pay to Optionee, in
      cash
      or cash equivalent, the fair market value of any such fraction or fractions
      of a
      share as of the date of exercise.

     

    3.3. If
      requested by the Administrator, Optionee shall also deliver this Agreement
      to
      the Secretary of the Company, who shall endorse hereon a notation of the
      exercise and return this Agreement to Optionee. The date of exercise of an
      Option that is validly exercised shall be deemed to be the date on which there
      shall have been delivered to the Administrator the instruments referred to
      in
      this Section 3. Optionee shall not be deemed to be a holder of any Option Shares
      pursuant to exercise of the Option until the date of issuance of a stock
      certificate to him or her for such shares following payment in full for the
      Option Shares purchased.

     

    3.4. As
      a
      condition to exercise of this Option, the Company may require Optionee to pay
      over to the Company all applicable federal, state and local taxes which the
      Company is required to withhold with respect to the exercise of this Option.
      At
      the discretion of the Administrator and upon the request of Optionee, the
      minimum statutory withholding tax requirements may be satisfied by the
      withholding of Shares otherwise issuable to Optionee upon the exercise of this
      Option.

     

    4. Termination
      of Option

     

    4.1. The
      Option shall terminate and expire upon the earliest to occur of: (i) the Option
      Expiration Date set forth in the Option Certificate; (ii) the Termination Date;
      and (iii) a Corporate Transaction unless specified otherwise by the
      Administrator in accordance with Section 6 of this Agreement and the Plan.
      Following the Employment Termination Date, and prior to the Termination Date,
      the Option may be exercised only to the extent vested as of the date of
      Employment Termination Date.

     

    4.2. For
      purposes of this Agreement:

     

    4.2.1 “Employment
      Termination Date”
shall
      mean the first day Optionee is not an employee of the Company or any of its
      Affiliates. Optionee’s employment shall not be deemed to terminate by reason of
      a transfer to or from the Company or an Affiliate or among such entities, or
      sick leave, military leave or other leave of absence approved by the
      Administrator, if the period of any such leave does not exceed 90 days or,
      if
      longer, if Optionee’s right to reemployment by the Company or any Affiliate is
      guaranteed either contractually or by statute. 

     

    
      
        
        

      

      
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    4.2.2 “Termination
      Date”
shall
      be: (a) the date 90 days following the Employment Termination Date unless
      Optionee’s employment is terminated as a result of the death or disability of
      Optionee or For Cause or; (b) upon the Employment Termination Date if Optionee’s
      employment is terminated For Cause; or (c) one year following the Employment
      Termination Date if Employment Termination Date occurs as a result of the death
      or disability of Optionee. 

     

    4.2.3 “For
      Cause”
shall
      mean Optionee’s loss of employment by the Company or any of its Affiliates due
      to Optionee’s (a) willful breach or habitual neglect or continued incapacity to
      perform Optionee’s required duties, (b) commission of acts of dishonesty, fraud,
      misrepresentation or other acts of moral turpitude in connection with Optionee’s
      services to the Company or its Affiliates or which in the determination of
      the
      Administrator would prevent the effective performance of Optionee’s duties or
      (c) termination for cause under any employment agreement between the Company
      and
      Optionee (as for cause is defined therein).

     

    5. Changes
      in Capital Structure.
      

     

    5.1. If
      outstanding shares of the Common Stock shall be subdivided into a greater number
      of shares, or a dividend in Common Stock shall be paid in respect of the Common
      Stock, the Exercise Price of the Option in effect immediately prior to such
      subdivision or at the record date of such dividend shall, simultaneously with
      the effectiveness of such subdivision or immediately after the record date
      of
      such dividend, be proportionately reduced, and conversely, if outstanding shares
      of the Common Stock of the Company shall be combined into a smaller number
      of
      shares, the Exercise Price of the Option in effect immediately prior to such
      combination shall, simultaneously with the effectiveness of such combination,
      be
      proportionately increased.

     

    5.2. When
      any
      adjustment is required to be made in the Exercise Price, the number of Option
      Shares purchasable upon the exercise of the Option shall be adjusted to that
      number of Option Shares determined by dividing (a) an amount equal to the
      number of Option Shares purchasable upon the exercise of the Option immediately
      prior to such adjustment, multiplied by the Exercise Price in effect immediately
      prior to such adjustment, by (b) the Exercise Price in effect immediately
      after such adjustment.

     

    5.3. Subject
      to Section 6 of this Agreement, following any capital reorganization, any
      reclassification of the Common Stock (other than recapitalization described
      in
      Section 5.1
      of this
      Agreement), or the consolidation or merger of the Company, upon exercise of
      the
      Option the Optionee shall be entitled receive the securities or property
      (including cash) that the Optionee would have received had the Optionee
      exercised the Option immediately prior to such reorganization, reclassification,
      consolidation or merger, and in any such case appropriate adjustments shall
      be
      made in the application of the provisions set forth in this Agreement with
      respect to the rights and interests thereafter of the Optionee, to the end
      that
      the provisions set forth in this Agreement (including the specified changes
      and
      other adjustments to the Exercise Price) shall thereafter be applicable in
      relation to any securities or other property thereafter issuable upon exercise
      of the Option.

     

    
      
        
        

      

      
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    6. Corporate
      Transactions.
      In the
      event of a Corporate Transaction, the Option shall terminate immediately prior
      thereto unless the Administrator, in its sole discretion, either provides that
      the Option shall not terminate or provides that the Option shall be assumed
      by
      an applicable successor corporation or entity or any affiliate of the successor
      corporation or entity. 

     

    7. Modification.
      Subject
      to the terms and conditions and within the limitations of the Plan, the
      Administrator may modify, extend or renew the Option or accept the surrender
      of,
      and authorize the grant of a new option in substitution for, the Option (to
      the
      extent not previously exercised). No modification of the Option shall be made
      which, without the consent of Optionee, would cause the Option to fail to
      continue to qualify as an “incentive
      stock option”
within
      the meaning of Section 422 of the Code or would alter or impair any rights
      of
      Optionee under the Option.

     

    8. Disqualifying
      Disposition.
      Optionee agrees that, should he or she make a “disposition”
(as
      defined in Section 424(c) of the Code) of all or any of the Purchased Shares
      within two years from the date of the grant of the Option or within one year
      after the issuance of such Purchased Shares, he or she shall immediately advise
      the Company in writing as to the occurrence of the sale and the price realized
      upon the sale of such Purchased Shares. Optionee agrees that he or she shall
      maintain all Purchased Shares in his or her name so long as he or she maintains
      beneficial ownership of such Purchased Shares.

     

    9. Incorporation
      of Plan.
      This
      Agreement is made pursuant to the Plan, and it is intended, and shall be
      interpreted in a manner, to comply with the Plan. Any provision of this
      Agreement inconsistent with the Plan shall be superseded and governed by the
      Plan.

     

    10. Restrictions
      on Sale of Purchased Shares.
      Optionee understands that: (a) unless the issuance of the Purchased Shares
      to
      Optionee upon exercise of the Option is registered under the Securities Act
      of
      1933, as amended (the “Securities
      Act”),
      the
      Purchased Shares will be “restricted
      securities”
within
      the meaning of Rule 144 under such Act; (b) the Purchased Shares may not be
      sold, transferred or assigned by the Optionee except pursuant to an effective
      registration statement under the Securities Act or an exemption from
      registration under the Securities Act; and (c) the Company is under no
      obligation to file a registration statement under the Securities Act covering
      the Option Shares. Optionee agrees that any certificates evidencing Purchased
      Shares may bear a legend indicating that their transferability is restricted
      in
      accordance with applicable state and federal securities laws.

     

    11. General
      Provisions.

     

    11.1. Further
      Assurances.
      Optionee shall promptly take all actions and execute all documents requested
      by
      the Company that the Company deems to be reasonably necessary to effectuate
      the
      term and intent of this Agreement.

     

    11.2. Notices.
      All
      notices, requests, demands and other communications (collectively, “Notices”)
      given
      pursuant to this Agreement shall be in writing, and shall be delivered by
      personal service, courier, or by United States first class, registered or
      certified mail, postage prepaid, addressed to the party at the address set
      forth
      on the signature page of this Agreement. Any Notice, other than a Notice sent
      by
      registered or certified mail, shall be effective when received; a Notice sent
      by
      registered or certified mail, postage prepaid return receipt requested, shall
      be
      effective on the earlier of when received or the third day following deposit
      in
      the United States mails. Any party may from time to time change its address
      for
      further Notices hereunder by giving notice to the other party in the manner
      prescribed in this Section.

     

    
      
        
        

      

      
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    11.3. Failure
      to Enforce Not a Waiver.
      The
      failure of the Company to enforce at any time any provision of this Agreement
      shall is no way be construed to be a waiver of such provision or of any other
      provision hereof.

     

    11.4. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of California applicable to contracts made in, and to be performed within,
      that State.

     

    11.5. Transfer
      of Rights under this Agreement.
      The
      Company may at any time transfer and assign its rights and delegate its
      obligations under this Agreement to any other person, corporation, firm or
      entity, with or without consideration.

     

    11.6. Option
      Non-transferable.
      Optionee may not sell, transfer, assign or otherwise dispose of the Option
      except by will or the laws of descent and distribution, and only Optionee or
      his
      or her legal representative or guardian may exercise the Option during
      Optionee’s lifetime.

     

    11.7. No
      Right to Employment.
      Nothing
      in this Option shall interfere with or limit in any way the right of the Company
      or of any of its Affiliates to terminate Optionee’s employment, consulting or
      advising at any time, nor confer upon Optionee any right to continue in the
      employ of, consult with or advise the Company or any of its Affiliates.


     

    11.8. Delivery
      of Plan to Optionee.
      Optionee acknowledges that a copy of the Plan has been delivered to Optionee
      and
      that Optionee has read the Plan prior to signing this Agreement.

     

    11.9. Successors
      and Assigns.
      Except
      to the extent specifically limited by the terms and provision of this Agreement,
      this Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors, assigns, heirs and personal
      representatives.

     

    11.10. Miscellaneous.
      Titles
      and captions contained in this Agreement are inserted for convenience of
      reference only and do not constitute a part of this Agreement for any other
      purpose. Except as specifically provided herein, neither this Agreement nor
      any
      right pursuant hereto or interest herein shall be assignable by any of the
      parties hereto without the prior written consent of the other party
      hereto.

     

    11.11. Tax
      Treatment.
      Optionee acknowledges that the tax treatment of the Option, the Option Shares
      or
      any events or transactions with respect thereto may be dependent upon various
      factors or events that are not determined by the Plan or this Agreement. The
      Company makes no representations with respect to and hereby disclaims all
      responsibility as to such tax treatment.

     

    The
      signature page of this Agreement consists of the last page of the
      Certificate.

     

    
      
        
        

      

      
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    EXHIBIT
      “A”

     

    NOTICE
      OF
      EXERCISE

     

    (To
      be
      signed only upon exercise of the Option)

     

    


    TO: CenterStaging
      Corp. 

     

    


    The
      undersigned, the holder of the enclosed Stock Option Agreement (Incentive Stock
      Option), hereby irrevocably elects to exercise the purchase right represented
      by
      the Option and to purchase thereunder ______* shares of Common Stock of
      CenterStaging Corp. (the “Company”)
      and
      herewith encloses payment of $_________ in full payment of the purchase price
      of
      such shares being purchased.

     

     

    
      	
              Dated:
                

            	 	   
              
	 	 	
              (Signature
                must conform in all respects to name
                

              of
                holder as specified on the face of the
                Option)

            
	 	 	 
	 	 	   
              
	 	 	   
              
	 	 	
              (Address)

            
	 	 	   
              
	 	 	
              Social
                Security
                Number

            


    

     

     

    *Insert
      here the number of shares being exercised making all adjustments for stock
      splits, stock dividends or other additional Common Stock of the Company, other
      securities or property which, pursuant to the adjustment provisions of Section
      5
      of the Option, may be deliverable upon exercise.