Exhibit
      6.01

    


    Consulting
      Agreement by and between Pure Vanilla eXchange, Inc. 

    and
      NG Outsourcing, Inc.

    


    CONSULTING
      AGREEMENT

    


    This
      Agreement is made by and between NG Outsourcing, Inc., a New York corporation;
      having an address at 95 Worth St, Suite 15A, New York, NY 10013, ("Consultant")
      and
      Pure Vanilla Exchange, Inc., a Nevada corporation (the “Company”).

    


    1.  Retention
      as Consultant.
      The
      Company hereby retains Consultant and Consultant hereby accepts such engagement
      and agrees to perform and to cause its employees to perform the services for
      the
      Company as hereinafter set forth. During the Term hereof, Consultant shall
      provide the Company with its employees who will perform the services that would
      ordinarily be provided by the president of a corporation engaged in businesses
      similar to that of the Company. The services to be performed by Consultant’s
      employees shall include, but are not necessarily limited to, supervising and
      managing the Company’s operations, participating in the Company’s financial and
      business planning, providing the Company’s senior management with advice
      regarding its financial and business affairs, obtaining and assisting the
      Company’s management to obtain meetings with financial institutions, investors
      and potential investors, and participating in those meetings. Consultant shall
      ensure that its employees perform their duties in a diligent, effective, and
      loyal manner. Should Consultant so desire, the Company shall provide
      Consultant’s employees with adequate work space and administrative support at
      the Company's principal executive offices as are reasonably necessary for
      carrying out the functions to be performed pursuant to this Agreement. . The
      services to be rendered by Consultant under this Agreement shall initially
      be
      performed by Florian Schuhbauer (“Schuhbauer”).
      Consultant shall have the right to designate another person to render those
      services, but the Company shall have the right to terminate this Agreement,
      without further obligation to Consultant, if such other person is not acceptable
      to the Company, in its sole discretion. Consultant shall provide the services
      of
      its designated employee for an aggregate of at least 40 working hours per week
      and for such longer periods are necessary in order to satisfactorily render
      the
      services described above.

    


    2.  Compensation.
      

    


    (a)  Consultant
      shall be compensated by the Company for all services to be rendered pursuant
      to
      this Agreement by the payment of consulting fees in the amount of $20,000 per
      month. 

    


    (b)  The
      Company shall reimburse Consultant for the reasonable out-of-pocket expenses
      incurred by Consultant’s employees in performing consulting activities for the
      Company hereunder, upon the presentation, within 30 days after incurring such
      expenses, of vouchers, receipts, and such other evidence of expenses incurred
      as
      shall be reasonably required by the Company. 

    


    
      
         

      

      
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    (c) Consultant
      shall also receive, and shall distribute to those of its employees who render
      services to the Company whom it shall select, a stock grant entitling Consultant
      or those employees to purchase up to 125,000 shares of the Company’s $.01 par
      value common stock, at a purchase price of $0.01 per share. Such stock shall
      vest at signing of this agreement , provided that on such vesting date (a)
      this
      Agreement shall not have been terminated and (b) the Company shall not have
      the
      right to terminate this Agreement. The terms and conditions of such options
      shall be as set forth on Exhibit A to this Agreement. 

     

    3.  Term.
      The
      term of this Agreement shall be from January 1, 2006, through June 30, 2006.
      This Agreement is also subject to earlier termination by the Company upon the
      occurrence of any of the following events:

    


    (a)  A
      breach
      by Consultant of any material provision of this Agreement;

    


    (b)  Consultant's
      or any of its employees’ failure to perform adequately any of the duties
      required of Consultant hereunder because of incompetence, lack of expertise,
      insubordination, dishonesty, negligence or use of alcohol or drugs;

     

    (c)  Death
      or
      disability of Schuhbauer, or the resignation of Schuhbauer as an employee of
      Consultant. 

    


    4.  Non-Disclosure;
      Non-Competition

    


    (a)  Proprietary
      Information.
      Neither
      Consultant nor any employee of Consultant will, during the period of this
      Agreement or at any time thereafter, regardless of the reason for the cessation
      of this Agreement: i)
      use any
      Confidential Information for its, his or her own benefit or for the benefit
      of
      any person or entity other than the Company; ii)
      disclose
      to any person or entity any Confidential Information; or iii)
      remove
      from the Company 's premises or make copies of any Confidential Information,
      in
      any form; except, in each case, as may be required within the scope of the
      performance of Consultant's duties under and during the term of this
      Agreement.

    


    Upon
      termination of this Agreement, or at any such time as the Company may request,
      Consultant and each of its employees will deliver to the Company all copies
      in
      its, his or her possession or under its, his or her control of any Confidential
      Information, in any form. Except on behalf of the Company, neither Consultant
      nor any of its employees will at any time assert any rights in or with respect
      to any Confidential Information.

    


    For
      purposes of this Agreement, "Confidential
      Information"
      means
      any trade secrets and all technical, research, operational, manufacturing,
      marketing, sales and financial policies, plans or information of the Company
      or
      of any vendor, supplier, distributor or customer of the Company, regardless
      of
      how acquired or developed by the Company or any such vendor, supplier,
      distributor or customer, concerning any of their respective businesses.
      Confidential Information does not include information, knowledge or data which
      Consultant or such employee can prove was in its, his or her possession prior
      to
      the commencement of this Agreement or information, knowledge or data which
      was
      or is in the public domain by reason other than the wrongful acts of Consultant
      or any such employee.

    


    
      
         

      

      
        -146-

        
          

        

      

      
         

      

    

    (b)  Developments.
      Consultant agrees and shall cause each of its employees to agree that all
      products, processes, know-how, inventions or devices, or any improvements to
      any
      of the foregoing whether patentable or not ("Inventions"), discovered or
      developed during the course of this Agreement which are (1) related to the
      Company's business;(2) in the course of development by the Company; or (3)
      made
      with the use of the Company's time, materials or facilities, shall belong to
      the
      Company. Consultant hereby assigns and transfers, and Consultant shall cause
      each of its employees to assign and transfer to the Company all right, title
      and
      interest to any and all such Inventions. Consultant agrees and agrees to cause
      each of its employees to promptly to disclose to the Company all such Inventions
      and to execute such instruments and assignments and to take all such other
      action, at the Company 's expense, as may be necessary or desirable to vest
      title in such Inventions in the Company or to obtain letters patent and
      copyrights for the benefit of the Company.

    


    (c)  Non-Competition.
      During
      the period of this Agreement and for 24 months thereafter, Consultant will
      not,
      and Consultant will not permit any of its employees, for itself, himself or
      herself or on behalf of any other person or entity, to compete with the business
      then done or intended to be done by the Company in any way, including calling
      upon any customer of the Company, for the purpose of soliciting or providing
      to
      such customer any products or services which are the same as or similar to
      those
      provided or intended to be provided by the Company. Customers of the Company
      shall include customers of the Company existing upon the termination of this
      Agreement, all former customers of the Company and all potential customers
      contacted or solicited by the Company during the period of this
      Agreement.

    


    (d)  Limitation
      of Scope.
      If any
      restriction set forth in this paragraph is found by any court of competent
      jurisdiction to be unenforceable because it extends for too long a period of
      time or over too great a range of activities or in too broad a geographic area,
      it shall be interpreted to extend only over the maximum period of time, range
      of
      activities or geographic area as to which it may be enforceable.

    


    (e)  Injunctive
      Relief.
      In the
      event of a breach or threatened breach of any of the terms of this Agreement,
      the Company shall be entitled to an injunction restraining Consultant and its
      employees from committing any breach of this Agreement without showing or
      proving any actual damages and without diminishing any other right or remedy
      which the Company may have at law or in equity to enforce the provisions of
      this
      Agreement. Consultant waives and shall cause its employees to waive any right
      it, he or she may have to require the Company to post a bond or other security
      with respect to obtaining or continuing any injunction or temporary restraining
      order, releases the Company and its officers and directors from and waives
      any
      claim for damages against them which it, he or she may have with respect to
      the
      Company's obtaining any injunction or restraining order pursuant to this
      Agreement, and waives any claim that the Company has an adequate remedy at
      law.


    


    (f)  Employee
      Agreements.
      Consultant shall cause each of its employees who render services for the benefit
      of the Company pursuant to this Agreement to enter into such agreements
      embodying the foregoing terms as the Company may reasonably request. The Company
      shall cause Schuhbauer to execute this Agreement for the purpose of agreeing
      to
      the provisions of this Section 4.

    


    
      
         

      

      
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    5.  Relationship.
      Consultant and the Company are and shall be independent contractors in their
      relationship with each other and neither of them nor any employee of Consultant
      is nor shall be considered an agent, employee, or legal representative of the
      other for federal or state tax purposes or for any other purposes whatsoever.
      Neither Consultant nor any of its employees has any express or implied authority
      to assume or create any obligation or responsibility on behalf of the Company
      or
      to bind the Company in any way. Consultant agrees to indemnify, defend and
      hold
      the Company harmless from and against all claims, damages, or liabilities as
      a
      result of its or any of its employees’ breach of this Paragraph. Consultant
      further acknowledges that none of its employees shall be entitled to receive
      any
      insurance coverage or other fringe benefits that the Company customarily
      provides to its full-time employees, and that no withholding, FICA or other
      taxes will be paid or withheld by the Company on his or her behalf, and that
      all
      such obligations are the obligations of Consultant..

    


    6.  Arbitration.
      In the
      event any dispute shall arise under this Agreement, it shall be submitted to
      arbitration in New York County, New York in accordance with the rules then
      pertaining of the American Arbitration Association with respect to commercial
      disputes. Judgment upon any resulting award, including an award of specific
      performance or injunctive relief may, after its rendering, be entered in any
      court of competent jurisdiction by any party. Notwithstanding the foregoing,
      the
      Company may maintain an action for injunctive relief in a court of appropriate
      jurisdiction with respect to any breach of Paragraphs 4 and 5, pending the
      resolution of those issues by arbitration.

    


    7.  General
      Provisions.

    


    (a)  Notices.
      Any
      notice required or desired to be given hereunder shall be effective if in
      writing and delivered personally or by certified mail, postage prepaid and
      return receipt requested, to a party hereto at the address for such party set
      forth herein or to such other address as a party may specify by written notice
      to the other party similarly given, and shall be effective when mailed or,
      if
      delivered by hand, when received.

    


    (b)  Benefit.
      This
      Agreement and the rights and obligations contained herein shall be binding
      upon
      and inure to the benefit of the Company, its successors and assigns, and upon
      Consultant, his/her legal representatives, heirs and distributees.

    


    (c)  Waiver.
      The
      waiver by either party of a breach of any provision of this Agreement shall
      not
      operate as or be construed as a waiver of any subsequent breach.

    


    (d)  Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties relating to the
      subject matter hereof and may not be altered or amended except by an instrument
      in writing signed by both parties hereto.

    


    
      
         

      

      
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    (e)  Severability.
      The
      invalidity or unenforceability of a particular provision hereof shall not affect
      the other provisions of this Agreement, and it shall be construed in all
      respects as if such invalid or unenforceable provision were
      omitted.

    


    (f)  Applicable
      Law.
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of New York, and Consultant hereby consents to the jurisdiction of the
      appropriate courts of the State of New York with respect to any disputes
      relating to this Agreement; provided, however, that the arbitration provisions
      of Paragraph 6 shall continue to be enforceable.

    


    (g)  Headings.
      The
      headings contained herein are inserted for convenience only and do not
      constitute a part of this Agreement.

    


    (h)  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each one of which shall
      be deemed an original instrument and all of which together shall constitute
      one
      and the same document.

    


    (i)  Effect
      of Termination.
      Unless
      otherwise specifically agreed to in writing or they expire by their own terms,
      the terms of Paragraphs 4 and 5 hereof shall survive any termination,
      cancellation, repudiation, rescission or expiration of this Agreement and under
      such circumstances, the Company may continue to enforce such terms as if this
      Agreement were otherwise in full force and effect.

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      January 1, 2006.

    


    
      	
              NG
                Outsourcing, Inc.

            	
              Pure
                Vanilla Exchange, Inc.

            
	 	 
	
              By:
                /s/ Florian Schuhbauer

            	
              By:
                /s/Steven Yevoli

            
	
              Name:
                Florian Schuhbauer

            	
              Name:
                Steven Yevoli

            
	
              Title:
                President

            	
              Title:
                President

            


    

    


    For
      the
      purposes of agreeing to be 

    bound
      by
      the provisions of Section 4:

     

    /s/
      Florian
      Schuhbauer                   
 

    Florian
      Schuhbauer

     

    
      
         

      

      
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