ex-10_2.htm

Exhibit 10.2

    


    


    


    


    


    EXTREME
      HOME STAGING, INC.

    


    A
      NEVADA  CORPORATION

    


    


    


    PRIVATE
      PLACEMENT MEMORANDUM

    SUBSCRIPTION
      DOCUMENTS

    


    


     &

    REGISTRATION
      RIGHTS AGREEMENT

    


    Dated:  July
      18, 2007

    


    Series
      A
      Units

    


    


    Each
      Series A Unit of Extreme Home Staging, Inc. consists of   one (1)
      share of Common Stock, one ( 1 ) Series A Warrant exercisable @ $0.50 per Share
      and one(1) Series B Warrants exercisable @ $1.00 per
      Share.    Each  Series A  and each
      Series B Warrant is exercisable into one share of Common
      Stock.   The Units are being sold at $.03 per Unit.

    


    
 

    


     

    SUBSCRIPTION
      AGREEMENT

    


    


    


    Extreme
      Home Staging, Inc.

    4507  15th
      Ave.

    Brooklyn,
      N.Y.

    Tel:  718-436-9144

    


    Gentlemen:

    


    The
      undersigned hereby subscribes for, and purchases herewith the number of Series
      A
      Units and underlying common shares $.0001 par value (Units" ") and common stock
      purchase warrants (the "Warrants") (collectively the Shares and Warrants are
      referred to as "Securities") of Extreme Home Staging, Inc.,  a Nevada
      corporation (the "Corporation"), set forth below, and as full consideration
      for
      the issuance of the Securities by the Corporation, the undersigned agrees to
      pay
      in cash the Cash Consideration set forth below.  Each Series A Unit of
      Extreme Home Staging, Inc. consists of   one (1) share of Common
      Stock, one ( 1 ) Series A Warrant exercisable @ $0.50 per Share and one(1)
      Series B Warrant exercisable  @ $1.00 per Share.

    


    In
      consideration of your acceptance of this offer and your authorization for the
      issuance of a certificate in my name representing the Securities, the
      undersigned hereby represents, warrants and acknowledges to each of you and
      the
      Corporation that (a) the Securities are being acquired for the account of the
      undersigned, for purposes of investment and not with a view to the distribution
      thereof, as those terms are used in the Securities Act of 1933, as amended
      (the
      "Act"), and the rules and regulations promulgated thereunder, (b) the
      undersigned has sufficient knowledge and experience in financial and business
      matters so as to be capable of evaluating the merits and risks of purchasing
      the
      Securities, (c) the undersigned has received a copy of the Corporation's Private
      Placement Memorandum dated July 18, 2007  and exhibits thereto, (d)
      the undersigned has received copies of such documents and such other information
      as the undersigned has deemed necessary in order to make an informed investment
      decision with respect to the purchase of the Securities, and (e) the undersigned
      understands, and has the financial capability of assuming, the economic risk
      of
      an investment in the Securities for an indefinite period of
      time.    (f) The undersigned's overall commitment to
      investments which are not readily marketable is reasonable in relation to the
      undersigned's net worth.  (g) The undersigned hereby agrees to provide
      such information and to execute and deliver such documents as may reasonably
      be
      necessary to comply with any and all laws and ordinances to which the Company
      is
      subject, including without limitation, such additional information as the
      Company or the Placement Agent may deem appropriate with regard to the
      undersigned's suitability.

    


    The
      undersigned further acknowledges to each of you that the undersigned has been
      advised that he will not be able to dispose of the Securities, or any interest
      therein, without first complying with the relevant provisions of the Act and
      any
      applicable state securities laws.  The undersigned further understands
      that the provisions of Rule 144 promulgated under the Act, permitting routine
      sales of securities of certain issuers subject to the terms and conditions
      thereof, are not currently, and will not be available, to the undersigned with
      respect to the Securities.  The undersigned acknowledges that the
      Corporation is not under any obligation to register the Securities or to furnish
      any information or take any other action, to assist the undersigned in complying
      with the terms and conditions of any exemption which might be available under
      the Act or any state securities laws with respect to sales of the Securities
      by
      the undersigned in the future.

    


    Accordingly,
      the undersigned agrees to hold the Securities subject to all applicable
      provisions of the Act, applicable state securities laws, the Articles of
      Incorporation and the By-laws of the Corporation, and any agreement restricting
      the disposition or encumbrance of the Securities to which the undersigned is
      a
      party.  The undersigned shall give the Corporation prompt written
      notice of any proposed disposition of the Securities and shall not proceed
      with
      any such proposed disposition unless a registration under the Act is in effect
      with respect to the Securities and all state securities laws have been complied
      with or unless the Corporation shall have received an opinion of counsel, of
      standing satisfactory to the Corporation, to the effect that such registration
      is not required, and the undersigned authorizes the Corporation to place a
      suitable legend to this effect on the stock certificate to be issued
      representing the Securities.

    


    If
      the undersigned has not received the Private Placement Memorandum prior to
      the
      delivery of this Subscription Agreement, then the undersigned may revoke this
      subscription at any time up until three days after receipt of the Private
      Placement Memorandum.

    


    The
      representations, agreements and acknowledgments set forth above are being given
      by the undersigned with the understanding that they will be relied upon by
      the
      Corporation and its Board of Directors in order to claim the availability of
      the
      exemption from the registration provisions of the Act contained in Section
      4(2)
      thereof.

    


    DATED
      as of _________________________

    


    Very
      truly yours,

    


    


    ____________________________________

    Signature

    


    


    ____________________________________

    Print
      Name

    


    ____________________________________

    Address

    


    ____________________________________

    Address

    


    ____________________________________

    Telephone
      Number

    


    ____________________________________

    Social
      Security Number

    


    Number
      of Series A
      Units  Subscribed______                                                                                                           Cash
      Consideration $________________

    


    Total
      Consideration: $___________________

    


     FOR
      ACCREDITED INVESTORS

    


    ___           (1)  A
      natural person who has individual income of more than $200,000 in each of the
      most recent two years or joint income with that persons's spouse in excess
      of
      $300,000 in each of the most recent two years and who reasonably expects to
      reach that same income level for the current year. For  this purpose,
      "individual income" means adjusted gross income, as reported by a federal income
      tax purposes, less any income attributable to a spouse or to property owned
      by a
      spouse, (A) increased by the individual's share (and not a spouse's share)
      of:
      (1) the amount of any tax exempt interest income received, (2) amounts
      contributed to an IRA or Keogh retirement plan (3) alimony paid, and (4) the
      excluded portion of any long-term capital gains, and (B) adjusted, plus or
      minus, for any non-cash loss or gain, respectively, reported for federal
      income;

    


    ____                      (2)  A
      natural person whose individual net worth, or joint net worth with that person's
      spouse, is in excess of $1,000,000. For this purpose, "net worth" means the
      excess of total assets at fair market value, including home and personal
      property, over total liabilities, provided, however, for the purpose of
      determining a person's net worth, the principal residence owned by an individual
      shall be valued at cost, including the cost of improvements, net of current
      encumbrances upon the property or valued on the basis of a written appraisal
      used by an institutional lender making a loan secured by the property. For
      the
      purposes of this provisions, "institutional lender" means a bank, savings and
      loan company, industrial loan company, credit union, personal property broker
      or
      a company whose principal business is as a lender upon loans secured by real
      property and which has such loans receivable in the amount of $2,000,000 or
      more. Any person relying on the appraised value of a principal residence must
      deliver to the Company, at or prior to the date of execution hereof, a copy
      of
      such appraisal;

    


    ____                      (3)  A
      trust, with total assets in excess of $5,000,000, which is not formed for the
      purpose of acquiring the Units and whose purchase is directed by a person who
      has such knowledge and experience in financial business matters that such person
      is capable of evaluating the risks and merits of an investment in the
      Units;

    


    ____                      (4)  A
      bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan
      association or other institution as defined in Section 3(a)(5)(A) of the
      Securities Act whether acting in its individual or fiduciary capacity; a broker
      or dealer registered pursuant to Section 15 of the Securities Exchange Act
      of
      1934; an insurance company as defined in Section 2(13) of the Securities Act;
      an
      investment company registered under the Investment Company Act of 1940; or
      a
      business development company as defined in Section 2(a)(48) of the Investment
      Company Act of 1940; a small business investment company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958; a plan established and maintained by a state, its
      political subdivisions, or an agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, if such plan has
      total
      assets in excess of $5,000,000; or an employee benefit plan within the meaning
      of Title I of the Employee Retirement Income Security Act of 1974, if the
      investment decision is made by a plan fiduciary, as defined in Section 3(21)
      of
      the Employee Retirement Income Security Act of 1974, which is either a bank,
      savings and loan association, insurance company, or registered investment
      adviser, or if the employee benefit plan has total assets in excess of
      $5,000,000 or, if the employee benefit plan is a self-directed plan and the
      investment decision is made solely by persons who are accredited
      investors;

    


    ____                      (5)  A
      private business development company as defined in Section 202(a)(22) of the
      Investment Advisers Act of 1940;

    


    ____                      (6)  An
      organization described in Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended, a corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the Units with
      total assets in excess of $5,000,000;

    


    ____                      (7)  A
      director or executive officer of the Company;

    


    or

    


    ____                      (8)  An
      entity in which all of the equity owners meet the requirements of at least
      one
      of the above subparagraphs for accredited investors.

    


    


    (FOR
      QUALIFIED INSTITUTIONAL BUYERS

    


    ____                      (1)  An
      insurance company as defined in Section 2(13) of the Securities Act, acting
      for
      its own account or the accounts of other qualified institutional buyers which,
      in the aggregate, owns or invests on a discretionary basis at least $100 million
      in securities of issuers that are not affiliated with it;

    


    ____                      (2)  An
      investment company registered under the Investment Company Act of 1940 (the
      "Investment Company Act") or any business development company as defined in
      Section 2(a)(48) of that Act, acting for its own account or the accounts of
      other qualified institutional buyers which, in the aggregate, owns or invests
      on
      a discretionary basis at least $100 million in securities of issuers that are
      not affiliated with it;

    


    ____                      (3)  A
      Small Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958, acting for its own account or the accounts of other qualified
      institutional buyers which, in the aggregate, owns or invests on a discretionary
      basis at least $100 million in securities of issuers that are not affiliated
      with it;

    


    ____                      (4)  A
      plan established and maintained by a state, its political subdivisions, or
      any
      agency or instrumentality of a state or its political subdivisions, for the
      benefit of its employees, aggregate, owns or invests on a discretionary basis
      at
      least $100 million in securities of issuers that are not affiliated with
      it;

    


    ____                      (5)  An
      employee benefit plan within the meaning of Title I of the Employee Retirement
      Income Security Act of 1974, acting for its own account or the accounts of
      other
      qualified institutional buyers which, in the aggregate, owns or invests on
      a
      discretionary basis at least $100 million in securities of issuers that are
      not
      affiliated with it;

    


    ____                      (6)  A
      business development company as defined in Section 202(a)(22) of the Investment
      Adviser Act of 1940, acting for its own account or the accounts of other
      qualified institutional buyers which, in the aggregate, owns or invests on
      a
      discretionary basis at least $100 million in securities of issuers that are
      not
      affiliated with it;

    


    ____                      (7)  An
      organization described in Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended, a corporation (other than a bank as defined in Section 3(a)(2)
      of the Securities Act or a savings and loan association or other institution
      referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or
      savings and loan association or equivalent institution, partnership, or
      Massachusetts or similar business trust, acting for its own account or the
      accounts of other qualified institutional buyers which, in the aggregate, owns
      or invests on a discretionary basis at least $100 million in securities of
      issuers that are not affiliated with it;

    


    ____                      (8)  An
      investment adviser registered under the Investment Advisers Act of 1940, acting
      for its own account or the accounts of other qualified institutional buyers
      which, in the aggregate, owns or invests on a discretionary basis at least
      $100
      million in securities of issuers that are not affiliated with it;

    


    ____                      (9)  A
      dealer registered pursuant to Section 15 of the Exchange Act or 1934, acting
      for
      its own account or the accounts of other qualified institutional buyers, which,
      in the aggregate, owns and invests on a discretionary basis at least $10 million
      of securities of issuers that are not affiliated with the dealer, provided
      that
      securities constituting the whole or a part of an unsold allotment to or
      subscription by a dealer as a participant in a public offering shall not be
      deemed to be owned by such dealer;

    


    ____                      (10)  A
      dealer registered pursuant to Section 15 of the Securities Exchange Act of
      1934
      acting in a riskless principal transaction on behalf of a qualified
      institutional buyer;

    


    ____                      (11)  An
      investment company registered under the Investment Company Act, acting for
      its
      own account or for the accounts of other qualified institutional, that is part
      of a family of investment companies which own, in the aggregate, at least $100
      million in securities of issuers, other than issuers that are affiliated with
      the investment company or are part of such family of investment companies.
      "Family of investment companies" means any two or more investment companies
      registered under the Investment Company Act (except for a unit investment trust
      whose assets consist solely of Units of one or more registered investment
      companies) that have the same investment adviser (or, in the case of unit
      investment trusts, the same depositor), provided that for purposes of this
      paragraph (11);

    


    (A)           Each
      series of a series company (as defined in Rule 18f-2 under the Investment
      Company Act) shall be deemed to be a separate investment company;
      and

    


    (B)           Investment
      companies shall be deemed to have the same adviser (or depositor) if their
      adviser (or depositors) are majority-owned subsidiaries of the same parent,
      or
      if one investment company's adviser (or depositor) is a majority-owned
      subsidiary of the other investment company's adviser (or
      depositor).

    


    ____                      (12)  An
      entity, all of the equity owners of which are qualified institutional buyers,
      acting for its own account or the accounts of other qualified institutional
      buyers; and

    


    ____                      (13)  A
      bank as defined in section 3(a)(2) of the  Securities Act, savings and
      loan association or other institution as referenced in Section 3(a)(5)(A) of
      the
      Securities Act, or foreign bank or savings and loan association or equivalent
      institution, acting for its own account or the accounts of other qualified
      institutional buyers, which, in the aggregate, owns and invests on a
      discretionary basis at least $100 million in securities of issuers that are
      not
      affiliated with it and that has an audited net worth of at least $25 million
      as
      demonstrated in its latest annual financial statements, as of a date not more
      than 16 months preceding the date of execution hereof, in the case of a U.S.
      bank or savings and loan association, and not more than 18 months preceding
      the
      date of execution hereof, in the case of a foreign bank or savings and loan
      association or equivalent institution.

    


    ____                      (14)  NASD
      Affiliation.

    


    Are
      you affiliated or associated with an NASD member firm (please check
      one):

    


    Yes______                                                      No______

    


    If
      Yes, please described:

    


    _________________________________________________________

    


    _________________________________________________________

    


    _________________________________________________________

    *
      If undersigned is a Registered Representative with an NASD member firm, have
      the
      following acknowledgement signed by the appropriate party:

    


    


    


    


    


    The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

    


    


    _____________________________________

    Name
      of NASD Member Firm

    


    


    By:__________________________________

    Authorized
      Officer

    


    


    Date:________________________________

    


    The
      undersigned is informed of the significance to you of the foregoing
      representations and answers contained in the undersigned representations
      contained in this Paragraph 5 and such answers have been provided under the
      assumption that the Corporation will rely on them.

    


    The
      undersigned acknowledges:

    


    (1)  That
      the undersigned is aware that investment in the Units involves a number of
      very
      significant risks, and has carefully read and considered the matters set forth
      under the caption "Risk Factors" in the Memorandum;

    


    (2)  In
      making an investment decision the undersigned has relied on the undersigned's
      own examination of the Company and the terms of the Offering, including the
      merits and risks involved. These Units have not been recommended by any federal
      or state securities commission or regulatory authority. Furthermore, the
      foregoing authorities have not confirmed the accuracy or determined the adequacy
      of the Memorandum or this document. Any representation to the contrary is a
      criminal offense.

    


    (3)  The
      undersigned, if executing this Subscription Agreement in a representative or
      fiduciary capacity, has full power and authority to execute and deliver this
      Subscription Agreement in such capacity and on behalf of the subscribing
      individual, ward, partnership, trust, estate, corporation, or other entity
      for
      whom the undersigned is executing this Subscription Agreement, and such
      individual, ward, partnership, trust, estate, corporation, or other entity
      has
      full right and power to perform pursuant to this Subscription Agreement and
      make
      an investment in the Company; and

    


    (4)  The
      representations, warranties, and agreements of the undersigned contained herein
      and in any other writing delivered in connection with the transactions
      contemplated hereby shall be true and correct in all respects on and as of
      the
      date of the sale of the Units as if made on and of such date and shall survive
      the execution and delivery of this Subscription Agreement and the purchase
      of
      the Units.

    


    6.           Indemnification.   The
      undersigned agrees to indemnify and hold harmless the Company, the Placement
      Agent, the Selected Dealers and their respective officers, directors, agents,
      and affiliates against any and all loss, liability, claim, damage, and expense
      whatsoever (including, but not limited to, any and all expenses reasonably
      incurred in investigating, preparing, or defending against any litigation
      commenced or threatened or any claim whatsoever) arising out of or based upon
      any false representation or warranty or breach or failure by the undersigned
      to
      comply with any covenant or agreement made by the undersigned herein or in
      any
      other document furnished by the undersigned to any of the foregoing in
      connection with this transaction.

    


    7.           Irrevocability;
      Binding Effect.  The undersigned hereby acknowledges and agrees
      that the subscription hereunder is irrevocable by the undersigned, that, except
      as required by law, the undersigned is not entitled to cancel, terminate, revoke
      this Subscription Agreement or any agreements of the undersigned hereunder,
      and
      shall be binding upon and inure to the benefit of the parties and their heirs,
      executors, administrators, successors, legal representatives, and permitted
      assigns. If the undersigned is more than one person, the obligations of the
      undersigned hereunder shall be joint and several and the agreements,
      representations, warranties, and acknowledgments herein contained shall be
      deemed to be made by and be binding upon each such person and his/her heirs,
      executors, administrators, successors, legal representatives, and permitted
      assigns.

    


    8.           Modification.   Neither
      this Subscription Agreement nor any provisions hereof shall be waived, modified,
      discharged, or terminated except by an instrument in writing signed by the
      party
      against whom any such waiver, modification, discharge, or termination is
      sought.

    


    9.           Notices.   Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be personally delivered or deemed delivered the third
      business day after being mailed by first class mail, to the party to receive
      same (a) if to the Company, to Extreme Home Staging, Inc., 4507 15th Ave. ,
      Brooklyn, New York 11219, or (b) if to the undersigned, at the address set
      forth
      on the signature page hereof (or, in either case, to such other address as
      the
      party shall have furnished in writing in accordance with the provisions of
      this
      Section 9). Any notice or other communication given by certified mail shall
      be
      deemed given at the time of receipt thereof.

    


    10.           Assignability.   This
      Subscription Agreement and the rights and obligations hereunder are not
      transferable or assignable by the undersigned.

    


    11.           Applicable
      Law. Notwithstanding the place where this Subscription Agreement may be
      executed by any of the parties hereto, the parties expressly agree that all
      of
      the terms and provisions hereof except by operation of law and laws of decent
      shall be construed in accordance with the laws of the State of New York without
      regard to principles of conflicts of law and any dispute brought hereunder
      shall
      be brought in a Federal or State court located in either the Southern or Eastern
      Districts of New York.

    


    12.           Upon
      the execution and delivery of this Agreement by the Subscriber, this Agreement
      shall become a binding obligation of the Subscriber with respect to the purchase
      of Units as herein provided; subject, however, to the right hereby reserved
      to
      the Corporation to enter into the same agreements with other subscribers and
      to
      add and/or delete other persons as subscribers.

    


    13.           It
      is agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

    


    14.           The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purpose and intent of this Agreement.

    


    15.           State
      Securities Laws. Subscribers who reside in CALIFORNIA, PENNSYLVANIA or
      MASSACHUSETTS also agree and represent as follows:

    


    (a)           THE
      UNDERSIGNED, IF A CALIFORNIA RESIDENT, REPRESENTS THAT: (1) THE UNDERSIGNED
      OR
      THE UNDERSIGNED'S PROFESSIONAL ADVISER CAN PROTECT THE UNDERSIGNED'S INTEREST
      IN
      CONNECTION WITH THIS TRANSACTION; (2) THE UNDERSIGNED IS ABLE TO BEAR THE
      ECONOMIC RISK OF THIS INVESTMENT OR (3) THIS INVESTMENT DOES NOT EXCEED 10%
      OF
      SUCH PERSON'S NET WORTH OR JOINT NET WORTH WITH SUCH PERSON'S
      SPOUSE.

    


    (b)           THE
      UNDERSIGNED, IF A PENNSYLVANIA RESIDENT, REPRESENTS THAT THE UNDERSIGNED WILL
      NOT SELL ANY Units FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE
      IF THIS SUBSCRIPTION IS NOT TIMELY WITHDRAWN PURSUANT TO THE RIGHT OF RECISION
      GRANTED UNDER THE PENNSYLVANIA SECURITIES ACT, UNLESS SUCH SECURITIES ARE
      SUBSEQUENTLY REGISTERED UNDER FEDERAL SECURITIES LAWS OR ARE SOLD IN ACCORDANCE
      WITH PENNSYLVANIA SECURITIES LAWS. ANY OFFEREE WHO IS A RESIDENT OF PENNSYLVANIA
      HAS THE RIGHT TO WITHDRAW THIS SUBSCRIPTION, WITHOUT INCURRING ANY LIABILITY
      TO
      THE COMPANY, THE SELLING AGENT OR ANY OTHER PERSON AND TO CANCEL THE PURCHASE
      OF
      Units, WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE COMPANY
      OF A
      WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WITH
      THERE IS NO WRITTEN BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS
      AFTER THE INITIAL PAYMENT FOR THE Units BEING OFFERED.

    


    SIGNATURE
      OF PENNSYLVANIA RESIDENT:________________________________

    


    


    (c)           THE
      UNDERSIGNED, IF A MASSACHUSETTS RESIDENT, REPRESENTS THAT THE UNDERSIGNED'S
      INVESTMENT IN THE Units DOES NOT EXCEED 25% OF SUCH PERSON'S NET WORTH OR,
      IF
      MARRIED, THE COMBINED NET WORTH OF SUCH PERSON'S SPOUSE AND THE UNDERSIGNED,
      EXCLUDING PRINCIPAL RESIDENCE AND HOME FURNISHINGS.

    


    


    


    


    


    


    


    Nature
      of Subscriber.   The undersigned is (check one):

    _____                      (a)           One
      or more individuals

    _____                      (b)           A
      corporation

    _____                      (c)           A
      partnership

    _____                      (d)           A
      trust

    _____                      (e)           Another
      entity or organization,

    namely
      (please specify): _________________________

    


    


    Other
      Certifications.   By signing the Signature Page, the
      undersigned certifies as follows:

    


    (a)           that
      the undersigned and its grantor (if a trust) or its general partners (if a
      partnership) have not filed or been involved in bankruptcy
      proceedings;

    


    if
      the undersigned is an individual investor, that one of the following is true
      and
      correct (check one):

    Spouse
      if   Purchaser                                                      Co-Owner

    


    ____                      ____                      (1)
      I am a United States citizen or resident of the United States for United States
      federal income tax purposes.

    


    ____                      ____                      (2)
      I am neither a United States citizen nor a resident of the United States for
      federal income tax purposes.

    


    (c)           if
      the undersigned is a trust, that the trust has not been established in
      connection with either (1) an employee benefit plan (as defined in Section
      3(3)
      of ERISA), whether or not subject to the provisions of Title I of ERISA, or
      (2)
      a plan described in Section 4975(e)(i) of the Internal Revenue Code and that
      one
      of the following is true and correct (check one):

    


    ____                      (1)
      the Trust is an estate or trust whose income from sources outside the United
      States is includable in its gross income for United States federal income tax
      purposes regardless of its connection with a trade or business carried on the
      United States.

    


    ____                      (2)
      the Trust is an estate or trust whose income from sources outside the United
      States is not includable in its gross income for United States federal income
      tax purposes regardless of its connection with a trade or business carried
      on in
      the United States.

    


    (d)           if
      the undersigned is a partnership, that the assets of the partnership do not
      constitute "plan assets" within the meaning of ERISA and regulation S 2510.3-101
      promulgated thereunder and that one of the following is true and correct (check
      one):

        _____                                (1)   the
      Partnership is a partnership formed in or under the laws of the United States
      or
      any political subdivision thereof.

        _____                                (2)   the
      Partnership is a partnership not formed in or under the laws of the United
      States or any political subdivision thereof.

    


    (e)           if
      the undersigned is a corporation, that the assets of the Corporation do not
      constitute "plan assets" within the meaning of ERISA and regulation S2510.3-101
      promulgated thereunder and that one of the following is true and correct (check
      one):

    


        ____                      (1)   the
      Corporation is a corporation organized in or under the laws of the United States
      or any political subdivision thereof.

    


        ____                      (2)
      the Corporation is a corporation which is neither created nor organized in
      or
      under the United States or any political subdivision thereof but which has
      made
      an election under either Section 897(i) or 897(k) of the United States Internal
      Revenue Code of 1986, as amended, to be treated as a domestic corporation for
      certain purposes of United States federal income taxation (A copy of the
      Internal Revenue Service acknowledgment of the undersigned's election must
      be
      attached to this Subscription Agreement if this provision is
      applicable).

    


     ____                                (3)  neither
      (1) nor (2) above is true.

    


    


    


    


    


    


    


    


    SUBSCRIPTION
      AGREEMENT SIGNATURE PAGE FOR INDIVIDUAL SUBSCRIBERS:

    


    


    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement this _______ day
      of

    


    Number
      of Units being subscribed for:
      ________________________________________

    


    Print
      Name

    ________________________________________

    


    Signature
      of Investor

    ________________________________________

    


    Social
      Security Number

    ________________________________________

    


    Residence
      Address

    ________________________________________

    


    If
      the purchaser has indicated that the Units will be held as JOINT TENANTS, as
      TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the
      following:

    


    _________________________________________

    Print
      Name of Spouse or Other Purchaser

    


    _________________________________________

    Signature
      of Spouse or Other Purchaser

    


    _________________________________________

    Social
      Security Number

    


    


    ACCEPTED
      AND AGREED:

    Extreme
      Home Staging, Inc.

    


    By:
      _______________________________

    


    Milka
      Fixler,

    President
      & Chief Financial Officer

    


    Dated:
      ____________, 2007

    


    IF
      YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE
      PAGE.  IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR
      SPOUSE, YOU MUST EACH FILL OUT ALL AREAS OF THIS AGREEMENT APPLICABLE TO
      AN INDIVIDUAL PURCHASER.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SUBSCRIPTION
      AGREEMENT SIGNATURE PAGE
      FOR PARTNERSHIPS,

    CORPORATIONS,
      TRUSTS, OR OTHER
      ENTITIES

    


    


    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement this ___ day of
      _______, 2007

    Number
      of Units being subscribed for:___________________

    _________________________________________

    Print
      Name of Partnership, Corporation,

    


    Trust
      or other Entity

    _________________________________________

    (Signature
      of Authorized Signatory)

    Name:_____________________________________

    Title:____________________________________

    Address:___________________________________

    _________________________________________

    __________________________________________

    Taxpayer
      Identification Number:__________________

    Date
      of
      Formation:___________________________

    Address
      of Chief Executive Office of Subscriber:

    __________________________________________

    _________________________________________

    _________________________________________

    ACCEPTED
      AND AGREED:

    Extreme
      Home Staging, Inc.

    


    By:
      _______________________________

    Milka
      Fixler

    President
      & Chief Financial Officer

    Dated:
      ______________2007

    


    PROSPECTIVE
      PURCHASER QUESTIONNAIRE

    


    For
      Confidential Private Offering

    


    


    


    Extreme
      Home Staging, Inc.

    4507  15th
      Ave.

    Brooklyn,
      NY 11219

    


    


    The
      information contained herein in being furnished to you in order for you to
      determine whether a sale of a Unit (the "Units") in Extreme Home Staging, Inc.
      (the "Company") may be made to the undersigned, pursuant to Section 4 (2) of
      the
      Securities Act of 1933 (the "Act") and Regulation D promulgated
      thereunder.  The undersigned understands that (i) you
      will  rely upon the information contained herein for purposes of such
      determination, (ii) the securities will not be registered under the Act in
      reliance upon the exemption from registration provided by Section 4 (2) of
      the
      Act and Rule 506 of Regulation D, promulgated thereunder and (iii) this
      questionnaire is not an offer to sell securities to the
      undersigned.

    


    The
      undersigned further represents to you that (i) the information contained herein
      is complete and accurate and may be relied upon by you, and (ii) the undersigned
      will notify you immediately of any material change in any of such information
      occurring prior to the purchase of such securities, if any purchase is made,
      by
      the undersigned.

    


    THE
      UNDERSIGNED UNDERSTANDS AND AGREES THAT, ALTHOUGH THIS QUESTIONNAIRE WILL BE
      KEPT STRICTLY CONFIDENTIAL, THE ISSUER OF ANY SECURITIES PURCHASED BY THE
      UNDERSIGNED MAY PRESENT THIS QUESTIONNAIRE TO SUCH PARTIES AS IT DEEMS ADVISABLE
      IF CALLED UPON TO ESTABLISH THE AVAILABILITY UNDER ANY FEDERAL OR STATE
      SECURITIES LAWS OF AN EXEMPTION FROM REGISTRATION OF THE PRIVATE
      PLACEMENT.

    


    THIS
      LETTER IS NOT AN OFFER TO SELL SECURITIES BUT MERELY A REQUEST FOR INFORMATION
      PURSUANT TO REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION.

    


    Please
      complete, sign, date and return one copy of this questionnaire to the Company
      at

    


    


    Extreme
      Home Staging, Inc.

    4507
      15th Ave.

    Brooklyn,
      NY 11219

    


    


    


    


    


    


    


    


    


    PLEASE
      TYPE OR PRINT

    


    1.           Name:
      ________________________________________________________

    Date
      of Birth: _________________________

    Social
      Security Number:_________________

    Citizenship:
      _______________     Marital Status:
      _____________

    Number
      of Dependents: ______

    Where
      Registered to Vote: ____________________________________

    State
      of Issuance of Driver's License: _______________________

    Home
      Address:_________________________________________________

    Home
      Telephone Number:________________________________________

    


    2.           Firm
      Name: ___________________________________________________

    Nature
      of Business: __________________________________________

    Position:
      ____________________________________________________

    Nature
      of Duties: ____________________________________________

    Business
      Address: ____________________________________________

    Business
      Telephone Number: ___________________________________

    


    3.           Your
      employment, positions or occupations during the past 5 years (and the inclusive
      dates of each) are as follows (Note: What is sought is a sufficient description
      to enable the Issuer to determine the extent of vocationally
      related  experience in financial and business matters):

    


    Employment,
      Position                                                      Nature
      of

    or
      Occupation                                                                Duties                                From                                To

    ______________________________________________________________

    


    ______________________________________________________________

    


    ______________________________________________________________

    


    ______________________________________________________________

    


    4.           4.           Your
      general, business or professional education, and the

    degrees
      received, are as follows:

    


    School                                                      Degree                                           Year
      Received

    ______________________________________

    


    ______________________________________________________________

    


    ______________________________________________________________

    


    ______________________________________________________________

    


    ______________________________________________________________

    


    5.           Was
      your income (from all sources) for each of the latest two complete calendar
      years more than (check one):

    


    ___
      $40,000;                                           ___
      $60,000;                                ___
      $80,000;

    ___
      $100,000;                                                      ___
      $200,000;                                           ___
      $500,000.

    


    (a)
      What percentage of your income as shown above was derived from sources other
      than salary? _______________

    


    


    (b)
      Approximately what percentage of your income as shown above remained after
      payment of Federal, state and local taxes, and after payment of all ordinary
      and
      necessary business and/or living expenses? ________________

    


    6.           Was
      your income with that of your spouse for each of the latest two complete
      calendar years more than (check one):

    


    ___
      $40,000;                                           ___
      $60,000;                                ___
      $80,000;

    ___
      $100,000;                                                      ___
      $300,000;                                           ___
      $500,000.

    


    (a)
      What percentage of your combined income as shown above is derived from sources
      other than salary? __________

    


    (b)           Approximately
      what percentage of your combined income as shown above remained after payment
      of
      Federal, state and local taxes, and after payment of all ordinary and necessary
      business and/or living expenses? ______________________

    


    7.           Is
      your income from all sources for the current calendar year reasonably expected
      to be more than (check one):

    


    ___
      $40,000;                                ___
      $60,000;                                           ___
      $80,000;

    ___
      $100,000;                                           ___
      $200,000;                                                      ___
      $500,000?

    


    (a)
      What percentage of your income as shown above will be derived for sources other
      than salary? ___________________

    


    (b)
      Approximately what percentage of your income as shown above will remain after
      payment of Federal, state, and local taxes, and after payment of all ordinary
      and necessary business and/or living expenses?
      __________________________

    


    8.           Is
      your income with that of your spouse from all sources for the current calendar
      year reasonably expected to be more than (check one):

    


    ___
      $40,000;                                ___
      $60,000;                                           ___
      $80,000;

    ___
      $100,000;                                           ___
      $300,000;                                                      ___
      $500,000.

    


    9.       The
      undersigned has a net worth, or a joint net worth together with his or her
      spouse, in excess:  (In calculating net worth, you may include equity
      in personal property and real estate, including your principal residence, cash,
      short-term investments, stock and securities.  Equity in personal
      property and real estate should be based on the fair market value of such
      property minus debt secured by such property.)

    


    


    ___
      $40,000;                                ___
      $60,000;                                           ___
      $80,000;

    ___
      $100,000;                                           ___
      $300,000;                                                      ___
      $500,000.

    


    


    


    (a)
      What percentage of your net worth as shown above is invested in tax "shelter"
      investments and investments in marketable securities (stocks, bonds, debentures,
      or notes)? __________________

    


    (b)
      What percentage of you net worth as shown above constitutes home, furnishings
      and automobiles? ________________

    


    (c)
      What percentage of your net worth as shown above

    constitutes
      liquid assets (cash or assets readily convertible

    to
      cash)? ____________________

    


    10.           Indicate
      any other investments or contingent liabilities which you reasonably anticipate
      could cause you to require cash in excess of the amount of cash readily
      available to you (please specify):

    ___________________________________________________________________

    ___________________________________________________________________

    ___________________________________________________________________

    


    11.           Investment
      experience:

    


    (a)
      Please indicate the frequency of your investment in marketable
      securities:

    (
      )
      often;                                (
      )
      occasionally;                                           (
      )
      seldom;                                (
      ) never.

    


    (b)
      Please indicate the frequency of your investment in high technology
      companies:

    (
      )
      often;                                (
      )
      occasionally;                                           (
      )
      seldom;                                (
      ) never.

    


    (c)
      Please indicate the frequency of your investment in options:

    (
      )
      often;                                (
      )
      occasionally;                                           (
      )
      seldom;                                (
      ) never.

    


    (d)
      Please indicate the frequency of your investment in securities purchased on
      margin:

    (
      )
      often;                                (
      )
      occasionally;                                           (
      )
      seldom;                                (
      ) never.

    


    (I)
      Please indicate the frequency of your investment in unmarketable
      securities:

    (
      )
      often;                                (
      )
      occasionally;                                           (
      )
      seldom;                                (
      ) never.

    


    12.           Please
      indicate in the space provided below any additional information which you think
      may be helpful in enabling the Issuer to determine that your knowledge and
      experience in financial and business matters is sufficient to enable you to
      evaluate the merits and risks of this investment.

    ______________________________________________________________

    ______________________________________________________________

    ______________________________________________________________

    


    13.           Indicate
      whether you are acting for your own account:

    Yes__                                No
      __

    


    (a)
      If not acting for your own account complete the following:

    (i)           Capacity
      in which you are acting (Trustee or otherwise):
      __________________________

    


    (ii)           Name,
      address and telephone number of persons you

    represent:
      ______________________________________________

    _________________________________________________________

    _________________________________________________________

    


    (iii)
      Evidence of authority (please attach).

    


    


    


    NOTE:
      ANY INDIVIDUALS REPRESENTED BY YOU MUST ALSO BE QUALIFIED AS "PURCHASERS"
      PURSUANT TO RULE 506 AND THE ACT.

    


    To
      the best of my information and belief, the above information supplied by the
      undersigned is true and correct in all respects.

    


    IN
      WITNESS WHEREOF, I have executed this questionnaire this  ___ day of
      _________ 2007.

    


    _______________________________________

    (Signature
      of Prospective Purchaser)

    


    


    



    
      
        
        

      

       

       

    


    


    REGISTRATION
      RIGHTS
      AGREEMENT

    


    


    This
      Registration Rights Agreement (the "Agreement") is made and entered into as
      of
      July 18,  2007by and among Extreme Home Staging, Inc., a Nevada
      corporation (the "Company"), and the persons and entities who purchase Units
      in
      the Company's private placement described in a Private Placement Memorandum
      dated  July 18, 2007(collectively, the "Investors").

    


    


    WITNESSETH:

    


    


    WHEREAS,
      the Company will issue Units consisting of Common Stock ("Common Stock") and
      common stock purchase warrants ("Warrants"); and

    


    WHEREAS,
      with respect to the Common Stock and common stock to be acquired by the
      Investors upon exercise of the Warrants, the Company has agreed to grant to
      the
      Investors the rights contained herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing recital and the mutual promises
      hereinafter set forth, the parties hereto agree as follows:

    


    1.           Definitions.  As
      used in this Agreement, the following capitalized terms shall have the following
      respective meanings:

    


    Closing
      Date.  The term "Closing Date" shall mean the final date of the
      offering period of the Units, as described in the Private Placement Memorandum,
      which may be extended by the Company.

    


    Exchange
      Act.  The term "Exchange Act" means the United States Securities
      Exchange Act of 1934, as amended.

    


    Holder.  The
      term "Holder" means any person owning of record Registrable Securities or any
      assignee of record of such Registrable Securities to whom rights under this
      Agreement have been duly assigned in accordance with this
      Agreement.

    


    Person.  The
      term "Person" shall mean an individual, partnership, corporation, trust or
      unincorporated organization, or a government or agency or political subdivision
      thereof.

    


    Registrable
      Securities.  The term "Registrable Securities" means all the
      Common Stock and common stock issuable upon exercise of the Warrants;
excluding in all cases, however, any of such securities sold by a Person
      in a transaction in which rights under this Agreement are not assigned in
      accordance with this Agreement.

    


    Registration.  The
      terms "register," "registered" and "registration" refer to a registration
      effected by preparing and filing a registration statement in compliance with
      the
      Securities Act, and the declaration or ordering of effectiveness of such
      registration statement.

    


    Registration
      Statement.  The term "Registration Statement" shall mean a
      registration statement filed by the Company with the Commission under the
      Securities Act providing for the offer and sale of Registrable
      Securities.

    


    SEC.  The
      term "SEC" or "Commission" means the U.S. Securities and Exchange
      Commission.

    


    Securities
      Act.  The term "Securities Act" means the United States Securities
      Act of 1933, as amended.

    


    2.           Grant
      of Registration Rights.  The Company hereby grants the following
      registration rights to holders of the Securities offered in the accompanying
      Private Placement Memorandum.

    


    (a)           On
      one occasion, for a period commencing 270 days after the Closing Date, but
      not
      later than three years after the Closing Date, the Company, upon a written
      request therefor from any record holder or holders of more than 50% of the
      aggregate of the "Registrable Securities", shall prepare and file with the
      SEC a
      registration statement under the Act covering the Registrable Securities which
      are the subject of such request, unless such Registrable Securities are the
      subject of an effective registration statement or are otherwise salable pursuant
      to an exemption from registration.  In addition, upon the receipt of
      such request, the Company shall promptly give written notice to all other record
      holders of the Registrable Securities that such registration statement is to
      be
      filed and shall include in such registration statement Registrable Securities
      for which it has received written requests within 10 days after the Company
      gives such written notice.  Such other requesting record holders shall
      be deemed to have exercised their demand registration right under this Section
      2(a).  As a condition precedent to the inclusion of Registrable
      Securities, the holder thereof shall provide the Company with such information
      as the Company reasonably requests.  The obligation of the Company
      under this Section 2(a) shall be limited to one registration
      statement.

    


    (b)           If
      the Company at any time proposes to register any of its securities under the
      Act
      for sale to the public, whether for its own account or for the account of other
      security holders or both, except with respect to registration statements on
      Forms S-4, S-8 or another form not available for registering the Registrable
      Securities for sale to the public, provided the Registrable Securities are
      not
      otherwise registered for resale by the Subscriber or Holder pursuant to an
      effective registration statement, each such time it will give at least 30 days'
      prior written notice to the record holder of the Registrable Securities of
      its
      intention so to do. Upon the written request of the holder, received by the
      Company within 30 days after the giving of any such notice by the Company,
      to
      register any of the Registrable Securities, the Company will cause such
      Registrable Securities as to which registration shall have been so requested
      to
      be included with the securities to be covered by the registration statement
      proposed to be filed by the Company, all to the extent required to permit the
      sale or other disposition of the Registrable Securities so registered by the
      holder of such Registrable Securities (the "Seller"). In the event that any
      registration pursuant to this Section 2(b) or 2(d) shall be, in whole or in
      part, an underwritten public offering of common stock of the Company, the number
      of shares of Registrable Securities to be included in such an underwriting
      may
      be reduced by the managing underwriter if and to the extent that the Company
      and
      the underwriter shall reasonably be of the opinion that such inclusion would
      adversely affect the marketing of the securities to be sold by the Company
      therein; provided, however, that the Company shall notify the Seller in writing
      of any such reduction. Notwithstanding the forgoing provisions, the Company
      may
      withdraw any registration statement referred to in this Section 2(b) without
      thereby incurring any liability to the Seller.

    


    (c)           If,
      at the time any written request for registration is received by the Company
      pursuant to Section 2(a), the Company has determined to proceed with the actual
      preparation and filing of a registration statement under the 1933 Act in
      connection with the proposed offer and sale for cash of any of its securities
      for the Company's own account, such written request shall be deemed to have
      been
      given pursuant to Section 2(b) rather than Section 2(a), and the rights of
      the
      holders of Registrable Securities covered by such written request shall be
      governed by Section 2(b).

    


    (d)           The
      Company shall file with the Commission within 120 days of the final Closing
      Date
      (the "Filing Date"), and use its reasonable commercial efforts to cause to
      be
      declared effective a Registration Statement within 270 days of the Closing
      Date
      (the "Effective Date").  The Company will register one share of Common
      Stock in the afore described registration statement for each share of Common
      Stock contained in the Units and one share of Common Stock for each common
      share
      issuable upon exercise of the Warrants.  The Registrable Securities
      shall be reserved and set aside exclusively for the benefit of the Subscriber
      and not issued, employed or reserved for anyone other than the
      Subscriber.  the Company may delay the Filing Date and Effective Date
      during the pendency of negotiations with an underwriter for an initial public
      offering by the Company of its securities.  Any such delay may not be
      longer than thirty (30) days in connection with the Filing Date and sixty (60)
      days in connection with the Effective Date.

    


    3.           Registration
      Procedures. If and whenever the Company is required by the provisions hereof
      to effect the registration of any shares of Registrable Securities under the
      Act, the Company will, as expeditiously as possible:

    


    (a)           prepare
      and file with the Commission a registration statement with respect to such
      securities and use its best efforts to cause such registration statement to
      become and remain effective for the period of the distribution contemplated
      thereby (determined as herein provided), and promptly provide to the holders
      of
      Registrable Securities copies of all filings upon request of such
      holder.

    


    (b)           prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective until the latest of:
      (i)
      six months after the exercise period of the Warrants; or (ii) one year after
      the
      Closing Date, and comply with the provisions of the Act with respect to the
      disposition of all of the Registrable Securities covered by such registration
      statement in accordance with the Seller's intended method of disposition set
      forth in such registration statement for such period;

    


    (c)           furnish
      to the Seller, and to each underwriter if any, such number of copies of the
      registration statement and the prospectus included therein (including each
      preliminary prospectus) as such persons reasonably may request in order to
      facilitate the public sale or their disposition of the securities covered by
      such registration statement;

    


    (d)           use
      its best efforts to register or qualify the Seller's Registrable Securities
      covered by such registration statement under the securities or "blue sky" laws
      of such jurisdictions as the Seller and in the case of an underwritten public
      offering, the managing underwriter shall reasonably request, provided, however,
      that the Company shall not for any such purpose be required to qualify generally
      to transact business as a foreign corporation in any jurisdiction where it
      is
      not so qualified or to consent to general service of process in any such
      jurisdiction;

    


    (e)           list
      the Registrable Securities covered by such registration statement with any
      securities exchange on which the Common Stock of the Company is then
      listed;

    


    (f)           immediately
      notify the Seller and each underwriter under such registration statement at
      any
      time when a prospectus relating thereto is required to be delivered under the
      Act, of the happening of any event of which the Company has knowledge as a
      result of which the prospectus contained in such registration statement, as
      then
      in effect, includes an untrue statement of a material fact or omits to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing;

    


    (g)           make
      available for inspection by the Seller, any underwriter participating in any
      distribution pursuant to such registration statement, and any attorney,
      accountant or other agent retained by the Seller or underwriter, all publicly
      available, non-confidential financial and other records, pertinent corporate
      documents and properties of the Company, and cause the Company's officers,
      directors and employees to supply all publicly available, non-confidential
      information reasonably requested by the seller, underwriter, attorney,
      accountant or agent in connection with such registration statement.

    


    4.           Provision
      of Documents.

    


    (a)  At
      the request of the Seller, provided a demand for registration has been made
      pursuant to Section 2(a) or a request for registration has been made pursuant
      to
      Section 2(b), the Registrable Securities will be included in a registration
      statement filed pursuant to this Agreement.  In the event of an
      underwritten public offering in which the Registrable Securities are so
      included, the lockup, if any, requested by the managing underwriter may not
      exceed nine months after the effective date thereof.

    


    (b)  In
      connection with each registration hereunder, the Seller will furnish to the
      Company in writing such information and representation letters with respect
      to
      itself and the proposed distribution by it as reasonably shall be necessary
      in
      order to assure compliance with federal and applicable state securities
      laws.  In connection with each registration pursuant to Section 2(a)
      or 2(b) covering an underwritten public offering, the Company and the Seller
      agree to enter into a written agreement with the managing underwriter in such
      form and containing such provisions as are customary in the securities business
      for such an arrangement between such underwriter and companies of the Company's
      size and investment stature.

    


    5.           Expenses.  All
      expenses incurred by the Company in complying with this Agreement, including,
      without limitation, all registration and filing fees, printing expenses, fees
      and disbursements of counsel and independent public accountants for the Company,
      fees and expenses (including reasonable counsel fees) incurred in connection
      with complying with state securities or "blue sky" laws, fees of the National
      Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents
      and registrars, fee of one counsel, if any, to represent all the Sellers, and
      costs of insurance are called "Registration Expenses". All underwriting
      discounts and selling commissions applicable to the sale of Registrable
      Securities, including any fees and disbursements of any special counsel to
      the
      Seller, are called "Selling Expenses".   The Seller shall pay the
      fees of its own additional counsel, if any.

    


    The
      Company will pay all Registration Expenses in connection with the Registration
      Statement.  All Selling Expenses in connection with each Registration
      Statement shall be borne by the Seller and may be apportioned among the Sellers
      in proportion to the number of shares sold by the Seller relative to the number
      of shares sold under such Registration Statement or as all Sellers thereunder
      may agree.

    


    6.           Indemnification
      and Contribution.

    


    (a)  In
      the event of a registration of any Registrable Securities under the Act pursuant
      to this Agreement, the Company will indemnify and hold harmless the Seller,
      each
      officer of the Seller, each director of the Seller, each underwriter of such
      Registrable Securities thereunder and each other person, if any, who controls
      such Seller or underwriter within the meaning of the 1933 Act, against any
      losses, claims, damages or liabilities, joint or several, to which the Seller,
      or such underwriter or controlling person may become subject under the Act
      or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in any registration statement
      under which such Registrable Securities was registered under the Act pursuant
      to
      this Agreement, any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereof, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      and will reimburse the Seller, each such underwriter and each such controlling
      person for any legal or other expenses reasonably incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action; provided, however, that the Company will not be liable in any such
      case
      if and to the extent that any such loss, claim, damage or liability arises
      out
      of or is based upon an untrue statement or alleged untrue statement or omission
      or alleged omission so made in conformity with information furnished by any
      such
      Seller, the underwriter or any such controlling person in writing specifically
      for use in such registration statement or prospectus.

    


    (b)  In
      the event of a registration of any of the Registrable Securities under the
      Act
      pursuant to this Agreement, the Seller will indemnify and hold harmless the
      Company, and each person, if any, who controls the Company within the meaning
      of
      the Act, each officer of the Company who signs the registration statement,
      each
      director of the Company, each underwriter and each person who controls any
      underwriter within the meaning of the Act, against all losses, claims, damages
      or liabilities, joint or several, to which the Company or such officer,
      director, underwriter or controlling person may become subject under the Act
      or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in the registration statement
      under which such Registrable Securities were registered under the Act pursuant
      to this Agreement, any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereof, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      and will reimburse the Company and each such officer, director, underwriter
      and
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action, provided, however, that the Seller will be liable hereunder
      in any such case if and only to the extent that any such loss, claim, damage
      or
      liability arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission made in reliance upon and in
      conformity with information pertaining to such Seller, as such, furnished in
      writing to the Company by such Seller specifically for use in such registration
      statement or prospectus, and provided, further, however, that the liability
      of
      the Seller hereunder shall be limited to the proportion of any such loss, claim,
      damage, liability or expense which is equal to the proportion that the public
      offering price of the Registrable Securities sold by the Seller under such
      registration statement bears to the total public offering price of all
      securities sold thereunder, but not in any event to exceed the gross proceeds
      received by the Seller from the sale of Registrable Securities covered by such
      registration statement.

    


    (c)  Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section 7(c) and shall only relieve it from any liability which
      it may have to such indemnified party under this Section 7(c) if and to the
      extent the indemnifying party is prejudiced by such omission. In case any such
      action shall be brought against any indemnified party and it shall notify the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate in and, to the extent it shall wish, to assume and
      undertake the defense thereof with counsel satisfactory to such indemnified
      party, and, after notice from the indemnifying party to such indemnified party
      of its election so to assume and undertake the defense thereof, the indemnifying
      party shall not be liable to such indemnified party under this Section 7(c)
      for
      any legal expenses subsequently incurred by such indemnified party in connection
      with the defense thereof other than reasonable costs of investigation and of
      liaison with counsel so selected, provided, however, that, if the defendants
      in
      any such action include both the indemnified party and the indemnifying party
      and the indemnified party shall have reasonably concluded that there may be
      reasonable defenses available to it which are different from or additional
      to
      those available to the indemnifying party or if the interests of the indemnified
      party reasonably may be deemed to conflict with the interests of the
      indemnifying party, the indemnified parties shall have the right to select
      one
      separate counsel and to assume such legal defenses and otherwise to participate
      in the defense of such action, with the reasonable expenses and fees of such
      separate counsel and other expenses related to such participation to be
      reimbursed by the indemnifying party as incurred.

    


    (d)  In
      order to provide for just and equitable contribution in the event of joint
      liability under the Act in any case in which either (i) the Seller, or any
      controlling person of the Seller, makes a claim for indemnification pursuant
      to
      this Section 7 but it is judicially determined (by the entry of a final judgment
      or decree by a court of competent jurisdiction and the expiration of time to
      appeal or the denial of the last right of appeal) that such indemnification
      may
      not be enforced in such case notwithstanding the fact that this Section 7
      provides for indemnification in such case, or (ii) contribution under the Act
      may be required on the part of the Seller or controlling person of the Seller
      in
      circumstances for which indemnification is provided under this Section 7; then,
      and in each such case, the Company and the Seller will contribute to the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion so that the Seller is
      responsible only for the portion represented by the percentage that the public
      offering price of its securities offered by the registration statement bears
      to
      the public offering price of all securities offered by such registration
      statement, provided, however, that, in any such case, (A) the Seller will not
      be
      required to contribute any amount in excess of the public offering price of
      all
      such securities offered by it pursuant to such registration statement; and
      (B)
      no person or entity guilty of fraudulent misrepresentation (within the meaning
      of Section 10(f) of the Act) will be entitled to contribution from any person
      or
      entity who was not guilty of such fraudulent misrepresentation.

    


    7.           Assignment
      and Amendment.  Notwithstanding anything herein to the
      contrary:

    


    (a)           Registration
      Rights.  The registration rights of a Holder under this Agreement
      may be assigned to a party who acquires Registrable Securities from a Holder
      (or
      a Holder's permitted assigns) only if: (i) such Holder agrees in writing with
      the transferee or assignee to assign such rights, and the Company is given
      written notice by the assigning party before, at or after the time of such
      assignment stating the name and address of the assignee and identifying the
      securities of the Company as to which the rights in question are being assigned;
      and (ii) the transferee or assignee agrees in writing with the Company to be
      bounded by all of the terms and conditions of this Agreement, including, without
      limitation, the provisions of this Section.

    


    (b)           Amendment
      of Rights.  Any provision of this Agreement may be amended and the
      observance thereof may be waived (either generally or in a particular instance
      and either retroactively or prospectively), only with the written consent of
      the
      Company and Investors (and/or any of their permitted successors or assigns)
      holding shares representing and/or exercisable into a majority of all the
      Registration Securities.  Any amendment or waiver effected in
      accordance with this subsection 8(b) shall be binding upon each Investor, each
      Holder, each permitted successor or assignee of such Investor or Holder and
      the
      Company.

    


    8.      Penalty
      in the Event the Registration is Not Deemed Effective by the
      SEC.   In the event that the Company files a registration
      statement, but the Registration Statement is not declared effective by the
      SEC,
      the Company shall incur no penalties and shall not be liable for any damages
      to
      the holders of the warrants.

    


    9.           Miscellaneous.

    


    (a)           Notices.  All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be personally delivered or deemed delivered the first business day after
      being telecopied (provided that a copy is delivered by first class mail) or
      on
      the third business day after being mailed by first class mail, to the party
      to
      receive the same at its address set forth below or to such other address as
      either party shall hereafter give to the other by notice duly made under this
      Section:  (i) if to the Company, to Extreme Home Staging, Inc.
      4507  15th Ave. Brooklyn NY 11219.

    


    


     and
      (ii) if to the Subscriber, to the name, address and telecopier number set forth
      on the signature page hereto.

    


    (b)           Entire
      Agreement; Assignment.  This Agreement and the documents referred
      to herein represent the entire agreement between the parties hereto with respect
      to the subject matter hereof and may be amended only by a writing executed
      by
      the parties pursuant to Section 8 hereof.  No right or obligation of
      either party shall be assigned by that party without prior notice to and the
      written consent of the other party except as described in Section 8
      hereof.

    


    (c)           Execution.  This
      Agreement may be executed by facsimile transmission, and in counterparts, each
      of which will be deemed an original.

    


    (d)           Law
      Governing this Agreement.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of Nevada without regard
      to
      principles of conflicts of laws.  Any action brought by either party
      against the other concerning the transactions contemplated by this Agreement
      shall be brought exclusively in the state courts of Nevada or in the federal
      courts located in the state of Nevada.  The parties and the Company
      agree to submit to the jurisdiction of such courts and waive trial by
      jury.  The prevailing party shall be entitled to recover from the
      other party its reasonable attorney's fees and costs.  In the event
      that any provision of this Agreement or any other agreement delivered in
      connection herewith is invalid or unenforceable under any applicable statute
      or
      rule of law, then such provision shall be deemed inoperative to the extent
      that
      it may conflict therewith and shall be deemed modified to conform with such
      statute or rule of law.  Any such provision which may prove invalid or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of any agreement.

    


    (e)           Adjustments
      for Stock Splits, etc.  Wherever in this Agreement there is a
      reference to a specific number of shares of Common Stock of the Company of
      any
      class or series, then, upon the occurrence of any subdivision, combination
      or
      stock dividend of such class or series of stock, the specific number of shares
      so referenced in this Agreement shall automatically be proportionally adjusted
      to reflect the effect on the outstanding shares of such class or series of
      stock
      by such subdivision, combination or stock dividend.

    


    


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    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the date first written above.

    


    EXTREME
      HOME STAGING, INC.

    


    


    


    By:________________________________

    Milka
      Fixler

    President
      and Chief Financial Officer

    


    


    INVESTOR:

    


    


    ___________________________________

    Signature

    


    


    ___________________________________

    Print
      Name

    


    


    


    ___________________________________

    Address

    


    ___________________________________

    Address

    


    


    ___________________________________

    Telecopier
      Number