EX 10.4


    EXHIBIT
      10.4


    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (this “Agreement”)
      is
      entered into as of December 5, 2005, by and between CenterStaging Musical
      Productions, Inc. (the “Company”)
      and
      Tommy Nast (the “Employee”).

     

    In
      consideration of the promises and mutual covenants outlined herein, and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, it is mutually covenanted and agreed by and among the parties
      as
      follows:

     

    1. Engagement
      and Responsibilities 

     

    1.1 Engagement.
      Upon
      the terms and subject to the conditions set forth in this Agreement, the Company
      hereby engages and employs Employee to provide services in connection with
      strategic planning and business development, and Employee hereby accepts such
      engagement and employment.

     

    1.2 Duties.
      Employee’s duties and responsibilities shall be those incident to the positions
      set forth in Section 1.1, and shall include those duties and services for
      the Company Group as any executive officer shall, in his sole and absolute
      discretion, from time to time reasonably direct which are not inconsistent
      with
      Employee’s positions described in Section 1.1.
      

     

    1.3 Standard
      of Care.
      During
      the Term, Employee shall perform his duties faithfully and to the best of his
      ability and shall devote his business efforts and time to the Company, to
      fulfill the objectives of the Company.

     

    1.4 Other
      Activities.
      Employee shall devote his full business time to the business and affairs of
      the
      Company, provided, however, that Employee may perform civil and charitable
      activities. 

     

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

     

    2.1 “Affiliate”
shall
      mean, with respect to any specified Person, (a) any other Person who,
      directly or indirectly, owns or controls, is under common ownership or control
      with, or is owned or controlled by, such specified Person, (b) any other
      Person who is a director, officer, partner or trustee of the specified Person
      or
      a Person described in clause (a) of this definition or any spouse of the
      specified Person or any such other Person, (c) any relative of the
      specified Person or any other Person described in clause (b) of this
      definition, or (d) any Person of which the specified Person and/or any one
      or more of the Persons specified in clause (a),(b) or (c) of this
      definition, individually or in the aggregate, beneficially own 20% or more
      of
      any class of voting securities or otherwise have a substantial beneficial
      interest. 

     

    2.2 “Agreement
      Year”
shall
      mean the period commencing January 1 and terminating the following December
      31,
      starting with January 1, 2006.

     

    2.3 “Board”
shall
      mean the Board of Directors of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.4 “Cause”
shall
      mean, in the context of the termination of Employee’s employment by the Company,
      termination by vote of the Board based on one or more of the following
      reasons:

     

    2.4.1 willful
      and repeated failure to comply with the lawful directions of the Board or an
      executive officer or officers senior to Employee;

     

    2.4.2 gross
      negligence or willful misconduct in the performance of Employee’s duties to the
      Company;

     

    2.4.3 commission
      of any act of fraud against the Company Group; or

     

    2.4.4 participation
      in a fraud against the Company Group that adversely affects the Company in
      a
      material way

     

    2.4.5 breach
      of
      any obligation, duty or agreement under this Agreement, which breach is not
      cured or corrected within 15 days of written notice thereof from the
      Company (except for breaches of Sections 1.4 and 10 of this Agreement,
      which cannot be cured and for which the Company need not give any opportunity
      to
      cure.

     

    2.5 “Change
      of Control”
shall
      mean: 

     

    2.5.1 any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended), other than any Principal Stockholder or
      Stockholders, becomes the “beneficial owner” (as defined in Rule 3d-3 under said
      Act), directly or indirectly, of securities of the Company representing 50%
      or
      more of the total voting power represented by the Company’s then outstanding
      voting securities; or 

     

    2.5.2 the
      date
      of the consummation of a merger or consolidation of the Company with any other
      corporation that has been approved by the stockholders of the Company, other
      than a merger or consolidation which would result in the voting securities
      of
      the Company outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting securities
      of
      the surviving entity or the parent corporation of the surviving entity) more
      than 50% of the total voting power represented by the voting securities of
      the
      Company, the surviving entity or the parent of the surviving entity, as
      applicable, outstanding immediately after such merger or consolidation;
      or

     

    2.5.3 the
      date
      the stockholders of the Company approve a plan of complete liquidation of the
      Company; or

     

    2.5.4 the
      date
      of the consummation of the sale or disposition by the Company of all or
      substantially all of the Company’s assets other than to a Person of which the
      Principal Stockholders own directly or indirectly more than 50% of the total
      voting power represented by the voting securities of such Person. 

     

    For
      purposes of the definition of Change of Control, if the Company is a subsidiary
      of another corporation or entity, references in this Section 2.5 to the Company
      shall mean such other corporation or entity, and it shall be deemed under
      Section 2.5.4 that the Company shall have sold “all or substantially all of the
      Company’s assets” if either: (i) any person” (as such term is used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other
      than
      any Principal Stockholder or Stockholders, becomes the “beneficial owner” (as
      defined in Rule 3d-3 under said Act), directly or indirectly, of securities
      of
      CenterStaging Musical Productions, Inc. representing 50% or more of the total
      voting power represented by the Company’s then outstanding voting securities; or
      (ii) CenterStaging Musical Productions, Inc. sells or disposes of all or
      substantially all of its assets. 

     

    
      
        
        

      

      
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    2.6 “Company
      Group”
shall
      mean the Company and each Person that is consolidated with the Company for
      financial reporting purposes, including as of the date hereof Knight Fuller,
      Inc. 

     

    2.7 “Confidential
      Information”
shall
      mean any and all information concerning the business of the Company that
      Employee may receive or develop during his engagement pursuant to this Agreement
      including, without limitation, all documents, procedures, policies, programs,
      reports, plans, proposals, technical information, know-how, systems and other
      information unique to the Company, its customers or principals, received or
      developed by Employee.

     

    2.8 “Inventions”
shall
      mean all discoveries, developments, designs, improvements, inventions, formulas,
      software programs, processes, techniques, know-how, negative know-how, data,
      research, techniques, and technical data (whether or not patentable or
      registrable under patent, copyright or similar statutes and including all rights
      to obtain, register, perfect, and enforce those proprietary interests) that
      are
      related to or useful in the Company’s present or future business or result from
      use of property owned, leased, or contracted for by the Company. “Inventions”
shall
      also include anything that derives actual or potential economic value from
      not
      being generally known to the public or to other persons who can obtain economic
      value from its disclosure or use.

     

    2.9 “Person” shall
      mean an individual or a corporation, limited liability company, limited
      liability partnership, partnership, association, trust or other entity.


     

    2.10 “Proprietary
      Information”
shall
      mean information (a) that is not known by actual or potential competitors of
      the
      Company or is generally unavailable to the public; (b) that has been
      created, discovered, developed, or otherwise become known to the Company or
      in
      which property rights have been assigned or otherwise conveyed to the Company;
      and (c) that has material economic value or potential material economic value
      to
      the Company’s present or future business. “Proprietary Information” shall
      include trade secrets (as defined under California Civil Code Section 3426.1)
      and all other discoveries, developments, designs, improvements, inventions,
      formulas, software programs, processes, techniques, know-how, negative know-how,
      data, research, techniques, technical data, customer and supplier lists, and
      any
      modifications or enhancements of any of the foregoing, and all program,
      marketing, sales, or other financial or business information disclosed to
      Employee by the Company, either directly or indirectly, in writing or orally
      or
      by drawings or observation, which has actual or potential economic value to
      the
      Company.

     

    2.11 “Principal
      Stockholders”
shall
      mean Johnny Caswell, Jan Parent, Howard Livingston, Roger Paglia, and their
      respective Affiliates.

     

    
      
        
        

      

      
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    2.12 “Rights”
shall
      mean all patents, trademarks, service marks and copyrights, and other rights
      pertaining to Proprietary Information, Inventions, or both.

     

    2.13 “Severance
      Termination Date”
shall
      mean the earlier to occur of: (a) Employee’s death, and (b) the later to occur
      of: (i) one year from the date of termination of employment and (ii) December
      31, 2008.

     

    2.14 “Term”
shall
      mean the period commencing on January 1, 2006 and ending upon termination of
      Employee’s engagement pursuant to Section 3 of this Agreement.

     

    2.15 “Weighted
      Average Available Cash”
shall
      mean, for any month, the weighted average cash and cash equivalents of the
      Company Group for such month. 

     

    3. Term
      and Termination.
      Employee’s engagement and employment by the Company pursuant to this Agreement
      shall commence on January 1, 2006 and shall terminate upon the earliest to
      occur
      of the following:

     

    3.1 upon
      the
      death of Employee;

     

    3.2 upon
      delivery to Employee of written notice of termination by the Company if Employee
      shall suffer a physical or mental disability which renders Employee, in the
      reasonable judgment of the Board, unable to perform his duties and obligations
      under this Agreement for either 90 consecutive days or 180 days in any 12-month
      period;

     

    3.3 upon
      delivery to Employee of written notice of termination by the Company for
      Cause; 

     

    3.4 upon
      delivery to Employee of written notice of termination by the Company other
      than
      for Cause; or

     

    3.5 upon
      a
      Change of Control, unless Employee elects to continue his engagement pursuant
      to
      this Agreement by written notice to the Company prior to the occurrence of
      the
      Change of Control. 

     

    4. Compensation

     

    4.1 Base
      Compensation.
      During
      the Term, the Company shall pay Employee as minimum compensation for his
      services a base salary at the annualized rate of $250,000 through December
      31,
      2006, and at the amount determined by the Board thereafter, but not less than
      an
      increase of 10% per year (the “Base
      Salary”).
      The
      Base Salary shall be payable in accordance with the Company’s payroll practices
      but not less frequently than monthly. 

     

    4.2 Bonus.
      In
      addition to the Base Salary, Employee shall be entitled to an annual bonus
      (the
“Bonus”)
      for
      Agreement Year commencing with 2006 in the minimum amount of $50,000. The
      Company shall pay the Bonus by March 15 following each Agreement Year,
provided
      that if
      the Company’s Weighted Average Available Cash for December of an Agreement Year
      is less than $2,000,000, the Company may defer payment of the Bonus for such
      Agreement Year until 30 days following the last day of the first month
      thereafter on which the Company has Weighted Average Available Cash of at least
      $2,000,000.

     

    
      
        
        

      

      
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    4.3 Withholding.
      The
      Company may deduct from any compensation payable to Employee (including payments
      made pursuant to Section 8 of this Agreement in connection with or following
      termination of employment) amounts sufficient to cover Employee’s share of
      applicable federal, state and/or local income tax withholding, old-age and
      survivors’ and other social security payments, state disability and other
      insurance premiums and payments.

     

    5. Benefits.
      During
      the Term, the Company shall provide Employee with the following benefits, at
      no
      cost or expense to the Employee: (a) medical, dental and vision insurance
      (co-pays to be paid by Employee); (b) term life insurance with a death benefit
      equal up to $2,000,000 and a beneficiary(ies) of Employee’s choice; provided
      that the
      Company shall not be required to expend more than $5,000 per year for the
      premiums for such term life insurance. Employee shall also have the right to
      participate in such other benefit plans that the Company may from time to time
      make available to its officers. 

     

    6. Expenses.
      During
      the Term, the Company shall reimburse Employee for travel, entertainment or
      other expenses incurred by Employee in the furtherance of or in connection
      with
      the performance of Employee’s duties hereunder. Employee shall be entitled to
“business” class travel and accommodations. 

     

    7. Vacations
      and Holidays.
      During
      the Term, Employee will be entitled to paid vacation accruing at 1.25 days
      per
      month, with the timing and duration of specific vacations mutually and
      reasonably agreed to by the Company and Employee. In addition, Employee will
      be
      entitled to all enumerated Company holidays and three floating holidays per
      year. The right to carry over unused vacation in any given year shall be subject
      to Company policy. 

     

    8. Severance
      Payments/Benefits Following Termination of Employment.
      Employee shall be entitled to the following severance benefits upon termination
      of employment, and no other severance benefits (and for purposes of the
      following, all pro-rations shall be based on the number of days Employee was
      employed in the Agreement Year in which employment terminated):

     

    8.1 If
      Employee’s employment with the Company terminates by reason of Section 3.1
      (Employee’s death) or Section 3.2 (Employee’s disability), Employee shall be
      entitled to a pro rata share of the minimum Bonus that Employee would have
      earned in the Agreement Year in which his employment terminated. 

     

    8.2 If
      Employee’s employment with the Company terminates pursuant to Section 3.3 (by
      the Company for Cause): (a) Employee shall be entitled to no severance benefits;
      and (b) subject to applicable law and regulations, the Company shall be entitled
      to offset against any payments due Employee the loss and damage, if any, which
      shall have been suffered by the Company as a result of the acts or omissions
      of
      Employee giving rise to termination under Section 3.3. The foregoing shall
      not be construed to limit any cause of action, claim or other rights that the
      Company may have against Employee in connection with such acts or
      omissions.

     

    
      
        
        

      

      
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    8.3 If
      Employee’s employment with the Company terminates by reason of Section 3.4
      (termination by the Company without cause), Employee shall be entitled to
      receive, until the Severance Termination Date: (a) salary at the rate in effect
      upon termination of employment; (b) an annual Bonus equal to $50,000 (prorated
      for the Agreement year in which the Severance Termination Date occurs); and
      (c)
      a continuation of medical, dental, vision, term life and other insurance as
      provided under Section 5 of this Agreement; provided
      that
      Employee shall be entitled to other insurance only to the extent permitted
      under
      the terms of the Company’s insurance policies (e.g., Employee would be entitled
      to be covered by disability insurance only if the policy permitted coverage
      for
      non-employees or persons of Employee’s age, health, etc.). 

     

    8.4 If
      Employee’s employment terminates as a result of a Change of Control, Employee
      shall be entitled to: (a) as of the closing of the Change of Control if the
      Company is a party to the transaction resulting in a Change of Control, or
      within 30 days after a Change of Control if the Company is not a party to the
      Change of Control, a lump sum payment equal to the greater of: (i) Employee’s
      annual salary at the rate in effect as of the date of Change of Control plus
      $50,000; and (ii) the amount of salary and minimum annual Bonuses that Employee
      would receive from the date of Change of Control to December 31, 2008; and
      (b)
      continuation of medical, vision, dental, term life and other insurance benefits
      provided under Section 5 of this Agreement until the later of December 31,
      2008
      and one year following the Change of Control. 

     

    8.5 For
      Employee to receive the severance benefits under Sections 8.3 and 8.4 of this
      Agreement, Employee must execute and deliver to the Company a release, in form
      and substance satisfactory to the Company, releasing the Company from all claims
      relating to Employee’s employment and termination of employment, excluding
      express rights of Employee under this Agreement and rights to indemnification
      under any other agreement that Employee may have with any member of the Company
      Group and under applicable law. The release shall not include a release of
      the
      rights of Employee under contracts not relating to his employment with the
      Company (for example, Employee shall not release rights under a lease pursuant
      to which Employee has leased real or personal property to the
      Company).

     

    8.6 Employee
      acknowledges that in the event of termination of his employment for any reason,
      Employee shall not be entitled to any severance or other compensation from
      the
      Company except as specifically provided in this Section 8. Without
      limitation on the generality of the foregoing, this section supersedes any
      plan
      or policy of the Company that provides for severance to its officers or
      employees, and Employee shall not be entitled to any benefits under any such
      plan or policy.

     

    8.7 Employee
      acknowledges that the Company has the right to terminate Employee’s employment
      without cause and that such termination shall not be a breach of this Agreement
      or any other express or implied agreement between the Company and Employee.
      Accordingly, in the event of such termination, Employee shall be entitled only
      to those benefits specifically provided for in this Agreement in the event
      of
      such termination, and shall not have any other rights to any compensation or
      damages from the Company for breach of contract.

     

    9. Conditional
      Nature of Severance Payments; Non-Compete.
      Employee acknowledges that the nature of the Company’s business is such that if
      Employee were to become retained, engaged, employed by, or substantially
      involved in the business of a direct competitor of the Company during the period
      following the termination of Employee’s relationship with the Company, it would
      be very difficult for Employee not to rely on or use the Company’s trade secrets
      and confidential information. Thus, to avoid the inevitable disclosure of the
      Company’s trade secrets and confidential information, Employee agrees and
      acknowledges that Employee’s right to receive the severance and other benefits
      set forth in Section 8 of this Agreement shall be conditioned upon Employee
      not
      directly or indirectly engaging in (whether as an employee, consultant, agent,
      proprietor, principal, partner, stockholder other than as the holder of less
      than 5% of the issued and outstanding stock of a publicly held corporation,
      member corporate officer, director or otherwise), nor having any ownership
      interest in or participating in the financing, operation, management or control
      of, any Person that is in direct competition with the Company until the later
      of
      December 31, 2008 or one year from termination of employment. Upon any material
      breach of this Section 9 by Employee, the Company shall have no obligation
      to
      provide any further severance payments and other benefits pursuant Sections
      8 of
      this Agreement. 

     

    
      
        
        

      

      
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    10. Confidential
      Information

     

    10.1 Non-Disclosure.
      At all
      times during Employee’s employment, and after termination of employment,
      Employee shall not make any unauthorized disclosure or use of and shall use
      his
      best efforts to prevent publication or disclosure or use of the Confidential
      Information.

     

    10.2 Consent
      to Restraining Order.
      Employee acknowledges that any unauthorized disclosure or use of the
      Confidential Information by Employee may result in material damages to the
      Company and Employee consents to the issuance of a temporary restraining order
      or temporary or permanent injunction or other equitable remedy to prohibit,
      prevent or enjoin unauthorized disclosure or use of Confidential Information
      by
      Employee.

     

    10.3 Restrictions.
      Except
      as authorized by the Company, Employee will not:

     

    10.3.1 duplicate,
      transfer or disclose nor allow any other Person to duplicate, transfer or
      disclose any of the Company’s Confidential Information;

     

    10.3.2 use
      the
      Company’s Confidential Information without the prior written consent of the
      Company; or

     

    10.3.3 incorporate,
      in whole or in part, within any domestic or foreign patent application any
      proprietary or Confidential Information disclosed by the Company.

     

    10.4 Safeguarding.
      Employee will safeguard all Confidential Information at all times so that it
      is
      not exposed to or used by unauthorized persons, and will exercise at least
      the
      same degree of care to protect Employee’s own confidential
      information.

     

    10.5 Exceptions.
      The
      restrictive obligations set forth above shall not apply to the disclosure or
      use
      of information which:

     

    10.5.1 is
      or
      later becomes publicly known under circumstances involving no breach of this
      Agreement by Employee;

     

    
      
        
        

      

      
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    10.5.2 is
      already known to Employee in the same form at the time of receipt of the
      Confidential Information; or

     

    10.5.3 is
      lawfully made available to Employee by a third party.

     

    10.6 Public
      Domain.
      If
      Employee contends that any such Confidential Information disclosed to him by
      the
      Company is in the public domain or was in the possession of Employee in the
      same
      form prior to such disclosure and not under an obligation of confidence,
      Employee will, within ten days of receipt by Employee of such disclosure, give
      written notice of such contention to the Company, which written notice shall
      include a complete identification of the information in question and the
      derivation thereof, including particulars of any contract in which Employee
      or
      any other Person has made use of such concept or information. If Employee has
      not within ten days of receipt by Employee of such disclosure given such written
      notice to the Company, then it shall be conclusively presumed that all
      information communicated by the Company to Employee concerning the development
      originated with the Company and constitutes Confidential
      Information.

     

    10.7 Bringing
      Documents from Former Employer.
      Employee hereby certifies that he has not brought and will not bring with him
      to
      the Company or use while performing his executive duties for the Company any
      materials or documents of a former employer of Employee which are not generally
      available to the public except the know-how to which the right to use has been
      duly licensed to the Company by such former employer. Employee understands
      that
      while employed by the Company, he is not to breach any obligation of confidence
      or duty and Employee agrees that he will fulfill all such obligations during
      his
      employment with the Company.

     

    10.8 Survival.
      The
      provisions of this Section 10 shall survive the termination of this
      Agreement.

     

    11. Intellectual
      Property

     

    11.1 All
      Proprietary Information and Inventions shall be the sole and exclusive property
      of the Company and its assigns, and the Company and its assigns shall be the
      sole owner of all Rights.

     

    11.2 Company
      forever owns throughout the universe in all media now or later known, from
      inception, all right, title, and interest (including, without limitation,
      worldwide rights of copyright) in any and all of Employee’s work product
      (“Work
      Product”)
      embodied in any intangible or tangible form, including, without limitation,
      all
      designs, ideas, concepts, themes, stories, suggestions, reports, plans,
      specifications, drawings, photographs, videotapes, schematics, discs,
      prototypes, samples, models, Inventions, Proprietary Information, and all other
      things, information, documents, and items in any media (now known or hereafter
      developed) made during the course of or in contemplation of the entry into
      this
      Agreement and arising from or during the provision of the services delineated
      herein or provided heretofore or otherwise during Employee’s services, as a
      work-made-for-hire for the Company. The Company shall have the right to utilize
      the Work Product, or authorize or permit others to utilize the Work Product,
      in
      whole or in part, in any manner without limitation or restriction as the Company
      shall elect, or refrain from using the Work Product, at the Company’s election.
      The Work Product and all related rights emanating therefrom such as the right
      to
      reproduce, display, distribute, perform, and prepare derivative works shall
      be
      owned solely by the Company and deemed to be the Company’s work-made-for-hire
      under the U.S. copyright laws and similar laws of other countries and related
      international treaties and conventions.

     

    
      
        
        

      

      
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    11.3 To
      the
      extent that any Work Product is not deemed to be work-made-for-hire, then
      Employee hereby assigns to the Company all right, title and interest in all
      Work
      Product (including, without limitation, all worldwide rights of copyright)
      he
      creates or co-creates under this Agreement. On Company’s request, Employee
      agrees to assist the Company, at its expense, in obtaining trademarks,
      copyrights or patents, including the disclosure of all pertinent information
      and
      data, in the execution of all applications, specifications, oaths, and
      assignments, and in the preparation of all other instruments and papers which
      the Company or its successors deems necessary to apply for and to obtain the
      assignment or conveyance of said trademarks, copyrights and patents to the
      Company. Employee shall execute, as and when requested, a Certificate of
      Authorship, but his signature on this Agreement is deemed to have the same
      force
      and legal effect.

     

    12. Assignment.
      This
      Agreement will be binding upon and inure to the benefit of (a) the heirs,
      executors and legal representatives of Employee upon Employee’s death, and (b)
      any successor of the Company as a result of any consolidation or merger or
      the
      sale of all or substantially all of the assets of the Company. Any such
      successor of the Company will be deemed substituted for the Company under the
      terms of this Agreement for all purposes. None of the rights of Employee to
      receive any form of compensation payable pursuant to this Agreement may be
      assigned or transferred except by Employee by will or the laws of descent and
      distribution. 

     

    13. Notices.
      All
      notices, requests, demands and other communications called for hereunder shall
      be in writing and shall be deemed given (a) on the date of delivery if delivered
      personally, (b) one day after being sent by a well established commercial
      overnight service, or (c) four days after being mailed by registered or
      certified mail, return receipt requested, prepaid and addressed to the parties
      or their successors at the following addresses, or at such other addresses
      as
      the parties may later designate in writing:

     

    
      	
              If
                to the Company:

            
	 
	
              CenterStaging
                Musical Productions, Inc.

              3407
                Winona Avenue

              Burbank,
                CA 91504

              Attn:
                Chief Executive Officer

            
	 
	
              If
                to Employee:

            
	
               

              at
                the last residential address known by the
                Company.

            


    

    


    
      
        
        

      

      
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    14. Severability.
      In the
      event that any provision hereof becomes or is declared by a court of competent
      jurisdiction to be illegal, unenforceable or void, this Agreement will continue
      in full force and effect without said provision.

     

    15. Arbitration.
      With
      the exception of matters in which equitable or injunctive relief is sought
      or
      required, the parties to this Agreement shall submit all disputes relating
      to
      this Agreement, whether sounding in contract, tort, or based on a state, federal
      or administrative statute, rule, or regulation, or all of them, to binding
      arbitration in accordance with California Civil Procedure Code Sections 1280
      through 1294.2. Either party may enforce the award of the arbitrator under
      Section 1285 of the Code. The parties understand that they are waiving their
      rights to a jury trial. For matters in which equitable or injunctive relief
      is
      sought or required, a court of competent jurisdiction shall be the appropriate
      forum. The party demanding arbitration shall submit a written claim to the
      other
      party, setting out the basis of the claim and proposing the name of the
      arbitrator. The responding party shall have 10 business days in which to respond
      to this demand in a written answer, and to either accept or reject the proposed
      arbitrator. If the proposed arbitrator is accepted, the arbitration will proceed
      before the designated arbitrator, who will establish the rules of the
      proceeding; provided, however, that reasonable discovery rules will apply so
      that both sides can obtain the necessary information to prepare the matter
      for
      arbitration, but recognizing that certain limitations may be appropriate to
      lessen the cost of the arbitration; provided, further, that the arbitrator
      shall
      permit the filing of motions for summary judgment. If the responding party
      rejects the proposed arbitrator, said party will propose an arbitrator to the
      party demanding arbitration who shall have ten (10) days to either accept or
      reject the proposed arbitrator. If rejected, the entire dispute will then be
      submitted to the American Arbitration Association and will be governed by its
      then Employment Dispute and/or Commercial Litigation Rules. In either case,
      the
      Arbitration will be conducted in the County of Los Angeles and the costs of
      it
      (administrative and arbitrator fees) will be borne by the Company.

     

    16. Integration.
      This
      Agreement represents the entire agreement and understanding between the parties
      as to the subject matter herein and supersedes all prior or contemporaneous
      agreements whether written or oral. No waiver, alteration, or modification
      of
      any of the provisions of this Agreement will be binding unless in writing and
      signed by duly authorized representatives of the parties hereto.

     

    17. Governing
      Law.
      This
      Agreement will be governed by the laws of the State of California (with the
      exception of its conflict of laws provisions).

     

    18. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

     

    
      
        
        

      

      
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    19. Confidentiality
      of Terms.
      Until
      such time as this Agreement or the terms and conditions of this Agreement are
      made public, Employee and the Company mutually agree not to disclose, either
      directly or indirectly, any information, including any of the terms of this
      agreement, regarding compensation, salary, bonuses, or stock purchase or option
      allocations to any Person, including other employees and/or consultants of
      the
      Company; provided,
      however,
      that
      Employee may discuss such terms with members of his immediate family and any
      legal, tax or accounting specialists who provide individual legal, tax or
      accounting advice; and provided,
      further,
      that the
      Company Group may disclose this Agreement and the terms and conditions of this
      Agreement: (a) when required by applicable law; (b) to actual or potential
      acquirors, lenders and investors; (c) to investment bankers, consultants and
      others retained by the Company; (d) to the Company’s auditors; (e) if believed
      necessary by the Company, in the Company’s financial statements; and (f) in a
      registration statement or other filing with the Securities and Exchange
      Commission under the Securities Act of 1933, as amended, or the Securities
      Exchange Act of 1934, as amended. 

     

    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by its duly authorized officer, of the day and year first above
      written.

     

    
      	 	 	 
	 	
              CenterStaging
                Musical Productions, Inc. 

            
	 
 	 
 	 
 
	 	By:  	/s/ Roger
              Paglia
	 	
              

              Roger
                Paglia, Chief Executive Officer

            
	 	 
	 	 
	 	
              Employee

            
	 	 
	 	/s/
              Tommy Nast
	 	
              Tommy
                Nast

            


    

     

    
      
        
        

      

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