ex-10_3.htm


    Exhibit
      10.3

     

    SERIES
      A WARRANT

    


    THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
      SAID
      ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO EXTREME HOME STAGING, INC., INC. THAT SUCH REGISTRATION IS
      NOT
      REQUIRED.

    


                                        Right
      to Purchase _________ Shares of Common

                                        Stock
      of Extreme Home Staging,  Inc. (subject to

                                        adjustment
      as provided herein)

    


    COMMON
      STOCK PURCHASE WARRANT

    


    No.
      ___                                      Issue
      Date:  August 27, 2007

    


         Extreme
      Home Staging, Inc., Inc., a corporation organized under the laws of the State
      of
      Nevada (the "Company"), hereby certifies that, for value
      received,______________________ or permissable assigns, is entitled, subject
      to
      the terms set forth below, to purchase from the Company after the Issue Date
      at
      any time or from time to time before 5:00 p.m., New York time,
      on  August  15,  2010 (the "Expiration Date"), up
      to  ____ fully paid and nonassessable shares of Common Stock (as
      hereinafter defined), $.0001 par value per share, of the Company, at a purchase
      price of $0.50  per share of Common Stock (such purchase price per
      share as adjusted from time to time as herein provided is referred to herein
      as
      the "Purchase Price"). The number and character of such shares of Common Stock
      and the Purchase Price are subject to adjustment as provided
      herein.

    


         As
      used herein the following terms, unless the context otherwise requires, have
      the
      following respective meanings:

    


         (a)
      The term Company shall include Extreme Home Staging, Inc., Inc. and any
      corporation which shall succeed or assume the obligations of Extreme Home
      Staging, Inc., Inc. hereunder.

    


         (b)
      The term "Common Stock" includes (a) the Company's Common Stock, $.0001 par
      value per share, as authorized on the date of the Agreement, (b) any other
      capital stock of any class or classes (however designated) of the Company,
      authorized on or after such date, the holders of which shall have the right,
      without limitation as to amount, either to all or to a share of the balance
      of
      current dividends and liquidating dividends after the payment of dividends
      and
      distributions on any shares entitled to preference, and the holders of which
      shall ordinarily, in the absence of contingencies, be entitled to vote for
      the
      election of a majority of directors of the Company (even if the right so to
      vote
      has been suspended by the happening of such a contingency) and (c) any other
      securities into which or for which any of the securities described in (a) or
      (b)
      may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

    


         (c)
      The term "Other Securities" refers to any stock (other than Common Stock) and
      other securities of the Company or any other person (corporate or otherwise)
      which the holder of the Warrant at any time shall be entitled to receive, or
      shall have received, on the exercise of the Warrant, in lieu of or in addition
      to Common Stock, or which at any time shall be issuable or shall have been
      issued in exchange for or in replacement of Common Stock or Other

    Securities
      pursuant to Section 5 or otherwise.

    


         1.
      Exercise of Warrant.

    


              1.1.
      Number of Shares Issuable upon Exercise. From and after the
      date  hereof through and including the Expiration Date, the holder
      hereof shall  be entitled to receive, upon exercise of this Warrant in
      whole in accordance with the terms of subsection 1.2 or upon exercise of
      this  Warrant in part in accordance with subsection 1.3, the number of
      shares of Common Stock of the Company identified on Page 1 hereof, subject
      to    adjustment pursuant to Section 4.

    


              1.2.
      Full Exercise. This Warrant may be exercised in full by the  holder
      hereof by surrender of this Warrant, with the form of subscription attached
      as
      Exhibit A hereto (the Subscription Form") duly executed by
      such  holder, to the Company at its principal office or at the office
      of its Warrant agent (as provided in Section 11), accompanied by payment, in
      cash or by certified or official bank check payable to the order of the Company,
      in the amount obtained by multiplying the number of shares of Common
      Stock  for which this Warrant is then exercisable by the Purchase
      Price (as hereinafter defined) then in effect.

    


              1.3.
      Partial Exercise. This Warrant may be exercised in part (but not for a
      fractional share) by surrender of this Warrant in the manner and at the place
      provided in subsection 1.2 except that the amount payable by the holder on
      such
      partial exercise shall be the amount obtained by multiplying (a) the number
      of
      shares of Common Stock designated by the holder in the  Subscription
      Form by (b) the Purchase Price. On any such partial exercise, the Company,
      at
      its expense, will forthwith issue and deliver to or upon   the
      order of the holder hereof a new Warrant of like tenor, in the name
      of  the holder hereof or as such holder (upon payment by such holder
      of any applicable transfer taxes), may request, the number of shares of Common
      Stock for which such Warrant may still be exercised.

    


              1.4.
      Fair Market Value. Fair Market Value of a share of Common Stock as of a
      particular date (the "Determination Date") shall mean the Fair Market Value
      of a
      share of the Company's Common Stock. Fair Market Value of  a share of
      Common Stock as of a Determination Date shall mean:

    


                   (a)
      If the Company's Common Stock is traded on an exchange or is quoted on the
      National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ")
      National Market System or the NASDAQ  SmallCap Market, then the
      closing or last sale price, respectively, reported for the last business
      day  immediately preceding the Determination Date.

    


                (b)
      If the Company's Common Stock is not traded on an exchange or on the NASDAQ
      National Market System or the NASDAQ SmallCap Market but  is traded in
      the over-the-counter market, then the mean of the closing bid and asked prices
      reported for the last business day immediately preceding the Determination
      Date.

    


                   (c)
      Except as provided in clause (d) below, if the Company's Common Stock is not
      publicly traded, then as the Holder and the Company agree or in the absence
      of
      agreement by arbitration in  accordance with the rules then standing
      of the American Arbitration Association, before a single arbitrator to be chosen
      from a panel of persons qualified by education and training to pass on the
      matter to be decided.

    


                   (d)
      If the Determination Date is the date of a liquidation, dissolution or winding
      up, or any event deemed to be a liquidation, dissolution or winding up pursuant
      to the Company's charter, then all  amounts to be payable per share to
      holders of the Common Stock pursuant to the charter in the event of such
      liquidation, dissolution or winding up, plus all other amounts to be payable
      per
      share in respect of the Common Stock in liquidation under the charter,
      assuming  for the purposes of this clause (d) that all of the shares
      of Common Stock then issuable upon exercise of all of the Warrants are
      outstanding at the Determination Date.

    


              1.5.
      Company Acknowledgment. The Company will, at the time of the  exercise
      of the Warrant, upon the request of the holder hereof acknowledge  in
      writing its continuing obligation to afford to such holder any rights
      to  which such holder shall continue to be entitled after such
      exercise in accordance with the provisions of this Warrant. If the holder shall
      fail to make any such request, such failure shall not affect the continuing
      obligation of the Company to afford to such holder any such rights.

    


              1.6.
      Trustee for Warrant Holders. In the event that a bank or trust company shall
      have been appointed as trustee for the holders of the Warrants pursuant to
      Subsection 3.1, such bank or trust company shall have  all the powers
      and duties of a warrant agent appointed pursuant to Section  10 and
      shall accept, in its own name for the account of the Company or such successor
      person as may be entitled thereto, all amounts otherwise payable to the Company
      or such successor, as the case may be, on exercise of this Warrant pursuant
      to
      this Section 1.

    


         2.
      Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the
      shares of Common Stock purchased upon exercise of this Warrant shall be deemed
      to be issued to the holder hereof as the record owner of such shares as of
      the
      close of business on the date on which this Warrant shall have been surrendered
      and payment made for such shares as aforesaid. As soon as practicable after
      the
      exercise of this Warrant in full or in part, and in any event within 10 days
      thereafter, the Company at its expense (including the payment by it of any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the holder hereof, or as such holder (upon payment by such holder of any
      applicable transfer taxes) may direct, a certificate or certificates for the
      number of duly and validly issued, fully paid and nonassessable shares of Common
      Stock (or Other Securities) to which such holder shall be entitled on such
      exercise, plus, in lieu of any fractional share to which such holder would
      otherwise be entitled, cash equal to such fraction multiplied by the then Fair
      Market Value of one full share, together with any other stock or other
      securities and property (including cash, where applicable) to which such holder
      is entitled upon such exercise pursuant to Section 1 or otherwise.

    


         3.
      Adjustment for Reorganization, Consolidation, Merger, etc.

    


              3.1.
      Reorganization, Consolidation, Merger, etc. In case at any time or from time
      to
      time, the Company shall (a) effect a reorganization, (b) consolidate with or
      merge into any other person, or (c) transfer all or substantially all of its
      properties or assets to any other person under any  plan or
      arrangement contemplating the dissolution of the Company, then, in each such
      case, as a condition to the consummation of such a
      transaction,  proper and adequate provision shall be made by the
      Company whereby the holder of this Warrant, on the exercise hereof as provided
      in Section 1 at   any time after the consummation of such
      reorganization, consolidation or  merger or the effective date of such
      dissolution, as the case may be, shall  receive, in lieu of the Common
      Stock (or Other Securities) issuable on such exercise prior to such consummation
      or such effective date, the stock and other securities and property (including
      cash) to which such holder would have been entitled upon such consummation
      or in
      connection with such  dissolution, as the case may be, if such holder
      had so exercised this Warrant, immediately prior thereto, all subject to further
      adjustment thereafter as provided in Section 5.

    


              3.2.
      Dissolution. In the event of any dissolution of the Company  following
      the transfer of all or substantially all of its properties or assets, the
      Company, prior to such dissolution, shall at its expense  deliver or
      cause to be delivered the stock and other securities and  property
      (including cash, where applicable) receivable by the holders of  the
      Warrants, if exercised, after the effective date of such
      dissolution  pursuant to this Section 3 to a bank or trust company
      having its principal

    office
      in New York, NY, as trustee for the holder or holders of
      the  Warrants.

    


              3.3.
      Continuation of Terms. Upon any reorganization, consolidation, merger or
      transfer (and any dissolution following any transfer) referred to in this
      Section 3, this Warrant shall continue in full force and effect and the terms
      hereof shall be applicable to the shares of stock and other securities and
      property receivable on the exercise of this Warrant after   the
      consummation of such reorganization, consolidation or merger or the effective
      date of dissolution following any such transfer, as the case may be, and shall
      be binding upon the issuer of any such stock or other securities, including,
      in
      the case of any such transfer, the person acquiring all or substantially all
      of
      the properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section
      5.

    


         4.
      Extraordinary Events Regarding Common Stock. In the event that the Company
      shall
      (a) issue additional shares of the Common Stock as a dividend or other
      distribution on outstanding Common Stock, (b) subdivide its outstanding shares
      of Common Stock, or (c) combine its outstanding shares of the Common Stock
      into
      a smaller number of shares of the Common Stock, then, in each such event, the
      Purchase Price shall, simultaneously with the happening of such

    event,
      be adjusted by multiplying the then Purchase Price by a fraction, the numerator
      of which shall be the number of shares of Common Stock outstanding immediately
      prior to such event and the denominator of which shall be the number of shares
      of Common Stock outstanding immediately  after such event, and the
      product so obtained shall thereafter be the Purchase

    Price
      then in effect. The Purchase Price, as so adjusted, shall be readjusted in
      the
      same manner upon the happening of any successive event or events described
      herein in this Section 4. The number of shares of Common Stock that the holder
      of this Warrant shall thereafter, on the exercise hereof as provided in Section
      1, be entitled to receive shall be increased to a number determined by
      multiplying the number of shares of Common Stock that would otherwise (but
      for

    the
      provisions of this Section 4) be issuable on such exercise by a fraction of
      which (a) the numerator is the Purchase Price that would otherwise (but for
      the
      provisions of this Section 4) be in effect, and (b) the denominator is the
      Purchase Price in effect on the date of such exercise.

    


         5.
      Chief Financial Officer's Certificate as to Adjustments. In each case of any
      adjustment or readjustment in the shares of Common Stock (or Other Securities)
      issuable on the exercise of the Warrants, the Company at its expense will
      promptly cause its Chief Financial Officer to compute such adjustment or
      readjustment in accordance with the terms of the Warrant and prepare a
      certificate setting forth such adjustment or readjustment and showing in detail
      the facts upon which such adjustment or readjustment is based, including a
      statement of (a) the consideration received or receivable by the Company for
      any
      additional shares of Common Stock (or Other Securities) issued or sold or deemed
      to have been issued or sold, (b) the number of shares of Common Stock (or Other
      Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
      and the number of shares of Common Stock to be received upon exercise of
      this

    Warrant,
      in effect immediately prior to such adjustment or readjustment and as adjusted
      or readjusted as provided in this Warrant. The Company will forthwith mail
      a
      copy of each such certificate to the holder of the Warrant and any Warrant
      agent
      of the Company (appointed pursuant to Section 10 hereof).

    


         6.
      Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements. The Company will at all times reserve and keep available, solely
      for
      issuance and delivery on the exercise of the Warrants, all shares of Common
      Stock (or Other Securities) from time to time issuable on the exercise of the
      Warrant. This Warrant entitles the holder hereof to receive copies of all
      financial and other information distributed or required to be distributed to
      the
      holders of the Company's Common Stock.

    


         7.
      Assignment; Exchange of Warrant. Subject to compliance with applicable
      Securities laws, and delivery of such representations and warranties as shall
      reasonably be requested by the Company, this Warrant, and the rights evidenced
      hereby, may be transferred by any registered holder hereof (a "Transferor")
      with
      respect to any or all of the Shares. On the surrender for exchange of this
      Warrant, with the Transferor's endorsement in the form of Exhibit B
      attached

    hereto
      (the Transferor Endorsement Form"), to the Company, the Company at its expense
      but with payment by the Transferor of any applicable transfer taxes) will issue
      and deliver to or on the order of the Transferor thereof a new Warrant or
      Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
      specified in such Transferor Endorsement Form (each a

    "Transferee"),
      calling in the aggregate on the face or faces thereof for the number of shares
      of Common Stock called for on the face or faces of the Warrant so surrendered
      by
      the Transferor.

    


         8.
      Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
      Company of the loss, theft, destruction or mutilation of this Warrant and,
      in
      the case of any such loss, theft or destruction of this Warrant, on delivery
      of
      an indemnity agreement or security reasonably satisfactory in form and amount
      to
      the Company or, in the case of any such mutilation, on surrender and
      cancellation of this Warrant, the Company at its expense will execute
      and

    deliver,
      in lieu thereof, a new Warrant of like tenor.

    


         9.
      Registration Rights. The holder of this Warrant has been granted certain
      registration rights by the Company. These registration rights are set forth
      in a
      Subscription Agreement entered into by the initial holder of this Warrant and
      the Company in connection with the purchase of the Unit of which this Warrant
      is
      a part. The terms of the Subscription Agreement and Registration
      Rights

    Agreement
      referred to therein are incorporated herein by this reference.

    


         10.
      Warrant Agent. The Company may, by written notice to the each holder of the
      Warrant, appoint an agent having an office in New York, NY for the purpose
      of
      issuing Common Stock (or Other Securities) on the exercise of this Warrant
      pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and
      replacing this Warrant pursuant to Section 8, or any of the foregoing, and
      thereafter any such issuance, exchange or replacement, as the case may be,
      shall
      be made at such office by such agent.

    


         11.
      Transfer on the Company's Books. Until this Warrant is transferred on the books
      of the Company, the Company may treat the registered holder hereof as the
      absolute owner hereof for all purposes, notwithstanding any notice to the
      contrary.

    


         12.
      Call Option. The Company shall have the option to "call" the Warrants (the
      "Warrant Call"), in accordance with and governed by the following:

    


              (a)
      The Company shall exercise the Warrant Call by giving to each Warrant Holder
      a
      written notice of call (the "Call Notice") at any time   prior to
      the Expiration Date.

    


              (b)
      The Warrant Holders shall exercise their Warrant rights
      and   purchase the appropriate number of shares of Common Stock
      and pay for same all within 10 business days of the date of the Call Notice.
      Any
      Warrants which are Called and not exercised during such 10 business day period
      shall thereafter not be exercisable.

    


         13.
      Notices, etc. All notices and other communications from the Company to the
      holder of this Warrant shall be mailed by first class registered or certified
      mail, postage prepaid, at such address as may have been furnished to the Company
      in writing by such holder or, until any such holder furnishes to the Company
      an
      address, then to, and at the address of, the last holder of this Warrant who
      has
      so furnished an address to the Company.

    


         14.
      Miscellaneous. This Warrant and any term hereof may be changed, waived,
      discharged or terminated only by an instrument in writing signed by the party
      against which enforcement of such change, waiver, discharge or termination
      is
      sought. This Warrant shall be construed and enforced in accordance with and
      governed by the laws of New York. Any dispute relating to this Warrant shall
      be
      adjudicated in New York State. The headings in this Warrant are for purposes
      of
      reference only, and shall not limit or otherwise affect any of the terms hereof.
      The invalidity or unenforceability of any provision hereof shall in no way
      affect the validity or enforceability of

    any
      other provision.

    


         IN
      WITNESS WHEREOF, the Company has executed this Warrant under seal as
      of

    the
      date first written above.

    


                                 Extreme
      Home Staging, Inc., Inc.

    


    


                                 By:_______________________________

    


                                 Title:____________________________

    


    


    Witness:

    


    __________________________

    


    


                                        Exhibit
      A

    


    


                                  FORM
      OF SUBSCRIPTION

                       (To
      be signed only on exercise of Warrant)

    


    


    TO:
      Extreme Home Staging, Inc., Inc.

    


    The
      undersigned, the holder of the within Warrant, hereby irrevocably elects
      to

    exercise
      this Warrant for, and to purchase thereunder, shares of Common Stock
      of

    Extreme
      Home Staging, Inc., Inc. and herewith makes payment of
      $          therefor, and
      requests

    that
      the certificates for such shares be issued in the name of, and delivered
      to

    whose
      address is _______________________________________________________.

    


    Dated:___________________

    


                                       _____________________________________________

                                       (Signature
      must conform to name of holder as

                                       specified
      on the face of the Warrant)

    


                                       _____________________________________________

                                      (Address)

    


    


    


    


                                        Exhibit
      B

    


    


                             FORM
      OF TRANSFEROR ENDORSEMENT

                       (To
      be signed only on transfer of Warrant)

    


    


         For
      value received, the undersigned hereby sells, assigns, and
      transfers

    unto
      the person(s) named below under the heading "Transferees" the right

    represented
      by the within Warrant to purchase the percentage and number of

    shares
      of Common Stock of Extreme Home Staging, Inc., Inc. to which the within
      Warrant

    relates
      specified under the headings "Percentage Transferred" and "Number

    Transferred,"
      respectively, opposite the name(s) of such person(s) and appoints

    each
      such person Attorney to transfer its respective right on the books
      of

    Extreme
      Home Staging, Inc., Inc. with full power of substitution in the
      premises.

    


    ================================================================================

             Transferees                Percentage                     Number

                                        Transferred                 Transferred

    --------------------------------------------------------------------------------

    


    --------------------------------------------------------------------------------

    


    --------------------------------------------------------------------------------

    


    --------------------------------------------------------------------------------

    


    ================================================================================

    


    


    Dated:           ,
      19___                   _______________________________

                                               (Signature
      must conform to name

                                               of
      holder as specified on the

                                               face
      of the warrant)

    


    Signed
      in the presence of:

    


    


    ___________________________       _________________________________

             (Name)                               (address)

    


                                      _________________________________

                                                  (address)

    


    ACCEPTED
      AND AGREED:

    [TRANSFEREE]

    


    ___________________________

             (Name)