ex-10_1.htm

Exhibit
    10.1

     

    CONSULTING
      AGREEMENT

    


    This
      is an Agreement executed this 15th day of May 2006 by and between:

    


    
      	
              ·  

            	
              Extreme
                Staging, Inc.,  a corporation organized and existing under the
                laws of the State of  Nevada   with usual place
                of business at  4503 15th Ave., Brooklyn, N.Y.  11219,
                (hereinafter called  the
                "Company"),

            


    

    


    And

    


    
      	
              ·  

            	
              Esther
                Ackerman, an individual, residing at  4910  17th Ave.,
                Brooklyn, N.Y, 11219 , (hereinafter called the
                “Consultant”).

            


    

    


    Effective
      the 15th  day of  May 2006, the Company contracts for the
      services of the Consultant, and the Consultant agrees to serve the Company,
      under the following terms and conditions:

    


    
      	
              1.  

            	
              Scope
                of Work. The Consultant shall assist the Company in the following
                endeavors:

            


    

    
      	
              A.  

            	
              Assisting
                in the implementation of   the
                Vendor Affiliate Program.

            


    

    
      	
              B.  

            	
              Assisting
                in  the implementation of the Extreme Affiliate
                Program

            


    

    
      	
              C.  

            	
              Assisting  with
                all of the company's activities relating to the execution of the
                Company's
                business plan and plan of
                operations.

            


    

    
      	
              D.  

            	
              Setting
                up of the Gold Plan Affiliate
                Program

            


    

    
      	
              E.  

            	
              Acting
                as Extreme Project Coordinator.

            


    

    


    
      	
              2.  

            	
              Duration.
                This Agreement is valid for the period:  May 15, 2006 to May 15,
                2007 with additional one year renewals upon written consent of both
                parties.

            


    

    


    
      	
              3.  

            	
              Compensation:

            


    

    


    As
      compensation for her services, Consultant shall be paid the sum of $60,000
      per
      annum plus out of pocket pre-approved expenses.  The company has a
      right to pay such compensation in the form of its $0.0001 par value Common
      Stock
      valued at the prevailing rate at the time of issuance which equaled to
      $60,000.   The initial year compensation shall be paid in full
      upon the execution of this Agreement by both parties.

    


    Consultant
      agrees to accept as compensation an aggregate of 2,000,000 common shares of
      the
      Company's common stock.  Consultant understands these shares are being
      issued under the exemption of Section 4(2) of the Securities Act of 1933 and
      will bear a restrictive legend stating that such shares are restricted pursuant
      to Rule 144 of the 1933 Securities Act.   Consultant
      further understands that although the Company plans to register the shares
      in
      its initial SB-2 filing, the shares may or may not be rendered effective by
      the
      SEC.  Furthermore, even if the SEC renders the SB-2 as effective,
      Consultant will be limited to the sale of no more than 133,333 shares in each
      90
      days reflecting 1% of the outstanding shares of the Company.

        

    The
      Consultant acknowledges that she is an independent contractor and that she
      is
      not entitled to any benefits provided by the Company to its
      employees.  Consultant will be reimbursed for pre-approved out of
      pocket expenses.

    


    
      	
              4.  

            	
              Conflict
                of Interest.  The Consultant agrees to inform the Company of all
                the Consultant’s interests, if any, which may be, or which the Consultant
                has reason to believe may be, incompatible with the interests of
                the
                Company or the Company’s Affiliates and clients.  In addition to
                the foregoing, the Consultant agrees not to make improper use of
                any
                information that comes to herself or his agents or representatives
                in the
                performance of services under this
                Agreement.

            


    

    


    
      	
              5.  

            	
              Termination.  This
                Agreement shall be terminated on May 14, 2008.  This contract
                may be renewed for additional one year terms, upon mutual consent
                of both
                parties.

            


    

    


    
      	
              6.  

            	
              Confidentiality.  Either
                party to this Agreement may, in the course of fulfilling its terms,
                need
                to disclose information to the other party that is proprietary or
                confidential.  When such disclosure is undertaken, the following
                provisions apply:

            


    

    


    
      	
              a.  

            	
              The
                term “Disclosing Party,” as used in this Agreement, means the party
                providing Confidential Information.  The “Receiving Party” is
                the party receiving the
                information.

            


    

    


    
      	
              b.  

            	
              The
                term “Confidential Information,” as used in this Agreement, means any
                oral, written, or documentary information or information that is
                stored by
                electronic means which (i) relates to this Agreement, (ii) is received
                by
                one of the parties from the other, and, in the case of written
                information, (iii) is marked “Confidential,” “Proprietary” or bears a
                marking of like import or which the Disclosing Party states in writing
                at
                the time of transmittal to, or receipt by, the Receiving Party is
                to be
                considered confidential.  Orally disclosed information shall be
                considered confidential if identified as such at the time of disclosure
                and if followed up in writing within ten (ten) calendar days, with
                the
                information identified and marked as
                confidential.

            


    

    


    
      	
              c.  

            	
              The
                term “Trade Secret”, as used in this Agreement, means any oral, written,
                or documentary information or information that is stored by electronic
                means that: (i) derives economic value, actual or potential, from
                not
                being generally known to, and not being readily ascertainable by
                proper
                means by, other persons who can obtain economic value from its disclosure
                or use; and (ii) is the subject of efforts that are reasonable under
                the
                circumstances to maintain its
                secrecy.

            


    

    


    
      	
              d.  

            	
              The
                “Confidential Information” and “Trade Secrets” do not include information
                that: (i) is already known to the Receiving Party as evidenced by
                prior
                documentation thereof; or (ii) is or becomes publicly known through
                no
                wrongful act of the Receiving Party; or (iii) is rightfully received
                by
                the Receiving Party from a third party without restriction and without
                breach of this Agreement or any other Agreement; or (iv) is approved
                for
                release by written authorization of the Disclosing
                Party.

            


    

    


    
      	
              e.  

            	
              The
                Receiving Party shall not disclose to others, or use for any purpose
                of
                its own, any Confidential Information, financial or business data,
                technical data, or other confidential or proprietary information
                obtained
                from the Disclosing Party, or from an affiliated entity of the Disclosing
                Party, as a result of work done pursuant to this Agreement, or generated
                or developed in the performance of work under this
                Agreement.  With respect to Trade Secrets, the Receiving Party
                agrees not to use for any purpose whatsoever or to disclose Trade
                Secrets
                at any time during or after the term of this Agreement or until such
                Trade
                Secrets lose their status as such by becoming generally available
                to the
                public by independent discovery, development, or
                publication.  Furthermore, the Receiving Party will not display
                for any purpose any drawing, letter, report, other document, or any
                copy
                or reproduction thereof belonging to or pertaining to the Disclosing
                Party, or to an affiliated entity of the Disclosing Party, unless
                such
                drawing, letter, report, or other document has been previously published
                by the Disclosing Party.  Publication shall not include
                publication to an affiliated entity of the Disclosing
                Party.  Upon termination of this Agreement, the Receiving Party
                agrees to return all Confidential Information to the Disclosing
                Party.

            


    

    


    
      	
              f.  

            	
              The
                covenants regarding Confidential Information and Trade Secrets will
                apply
                to any Confidential Information or Trade Secrets disclosed to the
                Receiving Party by the Disclosing Party before or after the date
                of this
                Agreement.

            


    

    


    
      	
              7.  

            	
              Miscellaneous.

            


    

    


    
      	
              A.  

            	
              Entire
                Agreement and Amendments.  This Agreement constitutes the entire
                agreement of the parties with regard to the subject matter hereof,
                and
                replaces and supersedes all other agreements or understandings, whether
                written or oral. No amendment or extension of the Agreement shall
                be
                binding unless in writing and signed by both
                parties.

            


    

    


    
      	
              B.  

            	
               Binding
                Effect, Assignment.  This Agreement shall be binding upon and shall
                inure to the benefit of Consultant and the Company and to the Company's
                successors and assigns. Nothing in this Agreement shall be construed
                to
                permit the assignment by Consultant of any of its rights or obligations
                hereunder, and such assignment is expressly prohibited without the
                prior
                written consent of the Company.

            


    

    


    
      	
              C.  

            	
              Governing
                Law, Severability.  This Agreement shall be governed by the laws of
                the State of New York.    The invalidity or
                unenforceability of any provision of the Agreement shall not affect
                the
                validity or enforceability of any other
                provision.

            


    

    


    
      	
              D.  

            	
              Arbitration.  Any
                controversy or claim arising out of or relating  to this
                contract, or the breach thereof, shall be settled
                by  arbitration in accordance of the rules of the American
                Arbitration  Association, and judgment upon the award rendered
                by the  arbitrator(s) shall be entered in any court having
                jurisdiction thereof.  For that purpose the parties hereto
                consent to the jurisdiction and venue of an appropriate court located
                in
                the State of New York.  In the event that litigation results
                from  or arises out of this Agreement or the performance
                thereof, the  parties agree to reimburse the prevailing party's
                reasonable attorney's  fees, and all other expenses, whether or
                not  taxable by the court as costs, in addition to any other
                relief to  which the prevailing party may be
                entitled.  In such event, no action shall be entertained by said
                court or any court of competent jurisdiction if filed more than one
                year
                subsequent to the date the cause(s) of action actually accrued regardless
                of whether damages were otherwise as of said time
                calculable.

            


    

    


    


    


    WHEREFORE,
      the parties have executed this Agreement as of the date first written
      above.

    


    


    IN
      WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
      and year first above written:

    


    COMPANY                                                                                                      CONSULTANT

    


    Extreme
      Home Staging,
      Inc.                                                                                                         Esther
      Ackerman

    ___________________________                                                                                                     _____________________________

    Name:  Milka
      Fixler 

    /s/ Milka
      Fixler         
                                                                                                                     /s/  Esther
      Ackerman

    President,
      CEO                                                                                                                           
     Consultant