Assumption of Convertible Promissory Notes by Knight Fuller, Inc. from CenterStaging Musical Productions, Inc.

Summary

Knight Fuller, Inc., a Delaware corporation, agrees to take over all liabilities and obligations of CenterStaging Musical Productions, Inc., a California corporation, related to its outstanding convertible promissory notes. This means Knight Fuller will be responsible for paying and fulfilling all terms of these notes. The agreement is part of a larger merger arrangement dated August 17, 2005, between the two companies and other parties.

EX-10.3 5 v024320_ex99.txt Exhibit 10.3 ASSUMPTION OF CONVERTIBLE PROMISSORY NOTES FOR VALUE RECEIVED, Knight Fuller, Inc., a Delaware corporation ("KF"), hereby assumes and undertakes unto itself all liabilities and obligations of CenterStaging Musical Productions, Inc., a California corporation ("CMPI"), under all convertible promissory notes, of various dates and denominations, of CMPI outstanding as of the date hereof (the "Convertible Notes"). KF further hereby agrees to pay, discharge and perform, in full, in accordance with the provisions thereof all of CMPI's liabilities and obligations under or relating to the Convertible Notes. This Assumption is being executed and delivered as contemplated in Section 3.1(c) of the Agreement and Plan of Merger, dated as of August 17, 2005, among KF, CMPI, and the other parties identified therein DATED: August 17, 2005 KNIGHT FULLER, INC By: -------------------------------- Ronald Pienaar, President