Unassociated Document


    


    PROMISSORY
      NOTE

    


    
      	$300,000	
              Franklin,
                Tennessee

            


    

    January
      28, 2005

    


    FOR
      VALUE
      RECEIVED, the undersigned, CENTERSTAGING MUSICAL PRODUCTIONS, INC., a California
      corporation, whose address is 3407 Winona Ave, Burbank, California 91504, (the
      “Borrower”), promises to pay to the order of CHARLES LICO, a
      natural
      person, having his principal place of business at
      __________________________________ (the “Lender”), the principal sum of THREE
      HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), together with all interest
      accrued thereon under the terms hereof (the “Loan”).

    


    The
      Borrower shall pay interest only on the principal amount outstanding under
      this
      Promissory Note monthly on the first business day of the month through December
      1, 2005, at a floating rate equal to the Prime Rate, as such rate may change
      from time to time, plus four percent (4%). If at any time during the term hereof
      the Prime Rate increases or decreases, then the rate of interest on the
      outstanding principal balance hereunder shall be correspondingly increased
      or
      decreased, effective on the day on which any such increase or decrease of such
      Prime Rate is announced. As used herein, the term “Prime Rate” means that rate
      of interest announced from time to time in The
      Wall Street Journal
      as the
“Prime Rate.”

    


    The
      entire principal balance, together with all accrued and unpaid interest, if
      not
      sooner paid, shall be due and payable in full on December 31, 2005 (the
“Maturity Date”). Each monthly installment paid hereunder is to be applied first
      to the payment of accrued and unpaid interest on the principal balance then
      outstanding and the balance to the reduction of the principal sum. Interest
      shall be computed on the basis of a 365-day year, actual days elapsed.


    


    All
      payments under this Note shall be made to the Lender or its order, in lawful
      money of the United States of America, and delivered to the Lender at such
      place
      as the Lender or any holder hereof shall designate in writing for such purpose
      from time to time. If a payment under this Note otherwise would become due
      and
      payable on a Saturday, Sunday or legal holiday, the due date thereof shall
      be
      extended to the next day which is not a Saturday, Sunday or legal holiday,
      and
      interest shall be payable thereon during such extension. All amounts due under
      this Note shall be payable without defense, set off or
      counterclaim.

    


    Each
      payment under this Note shall be applied in the following order: (i) to
      the
      payment of costs and expenses provided for under this Note; (ii) to
      the
      payment of accrued and unpaid interest; and (iii) to the payment of
      outstanding principal. The Lender and each holder hereof shall have the
      continuing and exclusive right to apply or reverse and reapply any and all
      payments under this Note.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    This
      Note
      may be prepaid in whole or in part at any time.  Any prepayment shall
      be
      without penalty except that interest shall be paid to the date of payment on
      the
      principal amount prepaid.  

    


    No
      waiver
      or modification of any of the terms of this Note shall be valid or binding
      unless set forth in a writing specifically referring to this Note and signed
      by
      the Lender or any holder of this Note, and then only to the extent specifically
      set forth therein.

    


    In
      the
      event of a default of any interest payment that is not cured within thirty
      (30)
      days of the original payment due date, the Lender, in its sole discretion,
      can
      demand that the Borrower to immediately pay the Lender the principal amount
      due
      (including any accrued and unpaid interest).

    


    If
      any
      default occurs in any payment due under this Note, the Borrower, and their
      successors and assigns, promise to pay all costs and expenses, including
      attorneys’ fees, incurred by each holder hereof in collecting or attempting to
      collect the indebtedness under this Note, whether or not any action or
      proceeding is commenced. None of the provisions hereof and none of the holder’s
      rights or remedies under this Note on account of any past or future defaults
      shall be deemed to have been waived by the holder’s acceptance of any past due
      installments or by any indulgence granted by the holder to the
      Borrower.

    The
      Borrower and any endorsers or guarantors hereof waive protest, demand,
      presentment, and notice of dishonor, and agree that this Note may be extended,
      in whole or in part, without limit as to the number of such extensions or the
      period or periods thereof, without notice to them and without affecting their
      liability thereon.

    


    This
      Note
      shall inure to the benefit of the Lender, his heirs and assigns and shall bind
      the successors and assigns of the Borrower. Each reference herein to powers
      or
      rights of the Lender also be deemed a reference to the same power or right
      of
      such assignees, to the extent of the interest assigned to them.

    


    In
      the
      event that any one or more provisions of this Note shall be held to be illegal,
      invalid or otherwise unenforceable, the same shall not affect any other
      provision of this Note and the remaining provisions of this Note shall remain
      in
      full force and effect.

    


    This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      Tennessee, without giving effect to the principles thereof relating to conflicts
      of law; provided,
      that
      the Lender and each holder hereof reserves any and all rights it may have under
      federal law, including without limitation those relating to the charging of
      interest.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Borrower has caused this Note to be duly executed the
      day
      and year first above written.

    


    
      	 	
              BORROWER:

              


              CENTERSTAGING
                MUSICAL PRODUCTIONS, INC.

              


              By:
                                                                                     
                

              


              Its:                                                               
                       


            


    

    

      At
        the
        request of the Borrower, the Lender has executed below solely for the purpose
        of
        evidencing his agreement to the terms of this Note.

       

    

    
      	 	
              
                LENDER:

                


                


                                                                               
                               

                CHARLES
                  LICO

              

            



    


    
      
         

      

      
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