exhibit10-02.htm


    Exhibit
10.02

    


    STOCK
PURCHASE AND SALE AGREEMENT

     

    STOCK
PURCHASE AND SALE AGREEMENT dated May 1, 2008, by and among
the shareholders of Tradeshow Products Inc., a Nevada corporation, its
subsidiaries and successors in interest, joint and several (“Company”) by and
through the Company’ rightful undersigned owners  (“Seller”) and Liberty
Consulting Inc. of Hallandale, FL.  (“Buyer”)
(“Agreement”).

     

    PRELIMINARY
STATEMENT

     

    Seller
owns all of the issued and outstanding shares of capital stock (“Shares”) of Focus Views
Inc.  a Delaware corporation, (“Focus”) which includes all of
the assets owned or leased by the “Focus” and used in the business of “Focus”
including, but not limited to, client lists, vendor lists, web sites, domain
names, computer lists and/or programs, source codes and proprietary software and
the liabilities of  “Focus” and, on the terms and conditions set forth
in this Agreement, Seller desires to sell the Shares and Buyer desires to
purchase the Shares. Focus View, Inc.,
a Florida Corporation (FV-Florida) was incorporated under the laws of
Florida on July 14, 2004.  On November 15, 2006 FV-Florida became a
wholly owned subsidiary of FV-Delaware, which was incorporated under the laws of
the State of Delaware on November 14, 2006.  This agreement
contemplates the sale of both entities.

    


    NOW,
THEREFORE, in consideration of the mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

     

    DEFINITIONS

    “Affiliates” means with respect
to any Person, any other Person that directly or indirectly through one or more
intermediaries, is controlling, or controlled by, or under common control with
such specified Person.

     

    “Buyer” has the meaning set
forth in the recitals.

     

     ““Focus”” has the meaning set
forth in the recitals.

     

    “Database and Code” shall mean
and refer to Seller’s promotional models list, client lists, list of agencies,
vendor lists, web sites, domain names, computer lists and/or programs, source
codes and proprietary software.

     

     “Person” means any individual,
corporation (including any non-profit corporation), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union or other entity or governmental
body.

     

    “Purchase Price” has the
meaning set forth in Section 1.1.

     

    “Related Parties” has the meaning set
forth in Section 3.6.

     

     “Seller” has the meaning set
forth in the Preliminary Statement.

     

    “Tax Return” shall mean any
return, report, estimate, declaration, information return or other statement or
document (including any schedule or attachment thereto or any amendment thereof)
filed or required to be filed with any federal, state, local or non-U.S. taxing
authority in connection with the determination, assessment, collection,
administration or imposition of, or otherwise relating to, any tax.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Taxes” shall mean all taxes,
charges, fees, customs, levies, duties, imposts, required deposits or
assessments of any kind, including, without limitation, all net income, capital
gains, gross income, gross receipt, property, franchise, sales, use, excise,
withholding, payroll, employment, social security, worker’s compensation,
unemployment, occupation, Capital Stock, ad Val Orem, value added, transfer,
gains, profits, net worth, asset, transaction, or other taxes, and any interest,
penalties, additions to tax or additional amounts with respect thereto, imposed,
assessed or collected by any taxing authority, and shall include any liability
for any of the foregoing arising by contract or otherwise under applicable
law.

     

    “Taxing
Authority” means any governmental authority responsible for the determination,
assessment or collection of any Taxes or the administration of any laws,
regulations or administrative requirements relating to any Taxes.

     

    “Transfer
Taxes” has the meaning set forth in Section 1.4.

     

    Sale and
Purchase

     

    Sale and
Purchase of the Shares

     

     

        Subject to
the terms and conditions of this Agreement and in reliance upon the
representations, warranties and covenants contained herein, Seller hereby sells,
transfers, assigns and delivers to Buyer all of the outstanding stock, assets
and liabilities of  “Focus” and their subsidiaries as identified in
Exhibit 1.  In exchange for the transfer of the stock, Buyer shall (i)
deliver to Seller “Non-compete agreement” as it pertains to Seller’s business;
(ii) assume the Focus’ debt; and (iii) forgive any and all debts, past present
or future Seller may owe to Buyer in the amounts made of accounts payable, notes
payable and accrued interest of approximately $170,192.91 as indicated in
Exhibit A1, A2 and A3.

     

    Payments

     

        On the date
hereof, Seller shall deliver to Buyer or his designees the certificates
evidencing the Shares of  “Focus”  endorsed in blank or
accompanied by separate stock powers duly executed in blank and Buyer
shall:

     

     

    1.1.1  Deliver
to Seller a “Settlement an Mutual Release”, as required by Section
1.1                                    (iii)
above.

     

     

    1.1.2       Execute
and deliver to Seller the Non-Compete  Agreement  as
required by Section 1.1 (i) above.

     

    1.2.3.           Make
payments to “Focus”’ vendors identified in Exhibit 1 to this Agreement, as
required by Section 1.1 and 1.6.

     

    Severable
Obligations.  The Parties to this Agreement specifically acknowledge
that their obligations under this Agreement shall endure, in accordance with the
terms contained herein.

     

    Security
Agreement.

     

    Concurrent
with the execution and delivery of this Agreement, Buyer shall grant to Seller a
security interest in the assets of “Focus”, to secure prompt, full and timely
payment and performance of Buyer’s obligations under the UCC-1 financing
statement (“Financing Statements”) in the form of Exhibits 1.3.1.  It
is clearly understood that “Seller” shall not record the “Financing Statements”
unless Buyer is in default of the Agreement.

     

    Transfer
Taxes.. All transfer, documentary, sales, use, registration and other similar
Taxes and related fees (including any penalties, interest and additions to Tax)
(“Transfer Taxes”), if any, arising out of or incurred in connection with this
Agreement shall be payable by Buyer in accordance with its ordinary obligations
under the law.  The party that is legally required to file a Tax
Return relating to Transfer Taxes shall be responsible for preparing and timely
filing such Tax Return.  Buyer and Seller shall have the right to
review and comment on each such Tax Return and no such Tax Return will be filed
without the prior written consent of both Buyer and Seller, which consent shall
not be unreasonably withheld or delayed.

     

    Organization
and Qualification..  Seller has the requisite power and authority to
own, lease and operate its properties and to carry on its business as it is now
being conducted.

     

    Authorization
and Validity of Agreements.. Seller has the power and authority to execute and
deliver this Agreement, and all other agreements specified in or contemplated by
this Agreement to be executed and to perform their respective obligations
hereunder and hereunder.  This Agreement, and all other agreements
specified in or contemplated by this Agreement have been duly authorized and
approved by all required corporate action and executed and delivered by Seller
and constitute the valid and binding obligations of Seller enforceable against
it in accordance with their respective terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
securities or other laws or policies relating to or affecting creditors’ rights
or the enforcement of indemnification obligations or by general principles of
equity.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Due
Diligence Completed.  Buyer and Seller have satisfactorily completed a
careful review of the Companies and their business, assets and liabilities and
they do not require any further due diligence review of the Companies or their
business, assets or liabilities.  Buyer understands and agrees that
Seller makes no representations regarding the collectability of the account
receivables

     

    
      	
              (a)  

            	
              The
      Buyer is aware of “Focus” business plans and financial projections, has
      received, reviewed, and considered information fully covering all matters
      it deems relevant to make a decision to enter into this Agreement, and has
      been given the opportunity to make any further inquiries it desires of
      other personnel of  “Focus” concerning their past or prospective
      financial condition, operations and
prospects;

            


    

    


     

    


     

    
      	
              (b)  

            	
              Upon
      execution of this Agreement, both Buyer and Seller will, if deemed
      necessary in the opinion of counsel for the Companies, reaffirm any or all
      of the representations made in Subsection (a)
  above.

            


    

    


     

    Authorization
and Validity of Agreements.  Seller shall provide a Board of Directors
resolution confirming that the Seller has the power and authority to execute and
deliver this Agreement and all other agreements specified in or contemplated by
this Agreement to be executed and delivered by Seller and to perform its
obligations hereunder and there under.  This Agreement and all other
agreements specified in or contemplated by this Agreement to be executed and
delivered by Seller have been duly authorized and approved as required by the
necessary corporate action and executed and delivered by Seller and constitute
the valid and binding obligations of Seller enforceable against it in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, securities or other laws or
policies relating to or affecting creditors’ rights or the enforcement of
indemnification obligations or by general principles of equity.

     

    Capitalization.  “Focus”
has only one class of authorized capital stock, consisting of of common stock,
no par value, of which all shares are issued and outstanding.  All of
the Shares have been duly authorized, validly issued and outstanding and are
fully paid and non-assessable.  Seller is the lawful record and
beneficial owner of the Shares.

     

    Brokers..  All
negotiations relating to this Agreement and the transactions contemplated hereby
have been carried out without the intervention of broker acting on behalf of
both Buyer and Seller in such manner as it may give rise to a valid claim
against either Buyer or “Focus” for any brokerage or finder’s commission, fee or
similar compensation.

     

    Representations
and Warranties of Buyer to Seller.  Buyer represents and warrants as
follows:

     

    Organization
and Qualification.. Buyer (a) is a sophisticated investor; (b) has
sufficient knowledge and expertise in financial and business matters, investment
securities and private placements to evaluate the merits and risks of the
transactions contemplated by this Agreement; (c) has made its own inquiry
and investigation into “Focus” and its financial condition, results of operation
and prospects; (d) has been granted full access to the books, records,
financial statements and management of  “Focus” and has had the
opportunity to question and receive answers from representatives
of  “Focus” and Seller with regard to the business of the “Focus”
and  the purchase of the Shares.

     

    Buyer  has
intimate knowledge of “Focus” and it’s business. Buyer has the requisite power
and authority to own, lease and operate “Focus” and to carry on its business as
it is now being conducted.

     

    Authorization
and Validity of Agreements.. Buyer has the power and authority to execute and
deliver this Agreement, and all other agreements specified in or contemplated by
this Agreement to be executed and to perform their respective obligations
hereunder and hereunder.  This Agreement, and all other agreements
specified in or contemplated by this Agreement have been duly authorized and
approved by all required corporate action and executed and delivered by Buyer
and constitute the valid and binding obligations of Buyer enforceable against it
in accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
securities or other laws or policies relating to or affecting creditors’ rights
or the enforcement of indemnification obligations or by general principles of
equity.

     

    Due
Diligence Completed.  Buyer has satisfactorily completed a careful
review of  “Focus” and their business, assets and liabilities and they
do not require any further due diligence review of the “Focus” or their
business, assets or liabilities.  Buyer understands and agrees that
Seller makes no representations regarding the collectability of the account
receivables identified in Section 1.5.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Purchase
for Investment.. Buyer (a) is a sophisticated investor; (b) has
sufficient knowledge and expertise in financial and business matters, investment
securities and private placements to evaluate the merits and risks of the
transactions contemplated by this Agreement; (c) has made its own inquiry
and investigation into “Focus” and it’s financial condition, results of
operation and prospects; (d) has been granted full access to the books,
records, financial statements and management of “Focus” and has had the
opportunity to question and receive answers from representatives of the “Focus”
and Seller with regard to the business of the “Focus” and  the
purchase of the Shares; and (e) is acquiring the Shares for investment and
not with a view toward any resale or distribution thereof, except in compliance
with applicable law.

     

          Section
2.6.   Brokers.. All negotiations relating to this Agreement and
the transactions contemplated hereby have been carried out without the
intervention of any person acting on behalf of either Buyer or seller in such
manner as to give rise to any valid claim against Buyer or Seller for any
brokerage or finder’s commission, fee or similar compensation, other than fees
to be paid by Buyer.

        Section
2.7.   Fraud and Moral
Turpitude.  Buyer warrants and represents that  Buyer
has not been convicted of securities fraud, felony or any crime involving moral
turpitude.

     

    Covenants..
The parties hereto further agree as follows:

     

    Computer
Network.  Buyer shall cooperate and pay all costs and fees incurred in
the transfer of Focus’ electronic files and network from Seller’s file servers
and network to Buyer file servers and network.

     

           
Section 3.2.     Material Breach By
Buyer.  A material breach of this Agreement by Buyer shall
result in the Buyer’s obligation to return all items identified in Section 3.6,
and any modifications thereof, to the Seller within fourteen (14) days of
written notice by Seller of such breach.

     

          
 Section 3.3.      Employees.  Buyer
will engage the services of Joshua Adler after the date hereof.

    Section
3.4.      Publicity.  Seller  shall
have the right to issue any press release or other public statement concerning
the transactions contemplated by this Agreement.

    Section
3.5       Resignation.  Concurrent
with the execution and delivery of this Agreement, the directors and officers
of  “Focus”, other than Buyer, shall be required to submit their
resignations from the Board of Directors and as officers
of  “Focus”.

    Section
3.6.      Intercompany Payables and Receivables..
Effective on the date of execution of this Agreement, all amounts currently owed
by  “Focus” to any officer, director, shareholder, employee or
Affiliate of  “Focus” (“Related Parties”) net of any amount then owed
by such persons to  “Focus” shall be assumed by Buyer.

     

    ARTICLE
4:     Unfair Competition

     

    4.1
Acknowledgements.  Seller acknowledges that the agreements and
covenants contained in this Agreement are essential to protect the business and
goodwill of Buyer and that Buyer would not purchase the Shares but for such
agreements and covenants.  Seller shall cause its respective
Affiliates to comply with the restrictions contained in this Section
4.1.

     

     

    4.2. Specific
Performance.  If there is any breach or threatened breach of
any of the provisions in this Article 4, the injured Party shall have the right
to obtain specific enforcement and performance of such provisions by any court
of competent jurisdiction, it being agreed that any such breach or threatened
breach would cause irreparable injury to the other Party and that money damages
would not provide an adequate remedy to the injured Party.  Such right
shall be in addition to, and not in lieu of, any other rights and remedies
available to the injured Party under law or in equity.  The provisions
hereof shall be construed as a separate covenant covering competition in each of
the separate countries, states, counties, cities or other jurisdictions in which
the injured Party has been engaged in business and, to the extent that it shall
be judicially determined to be illegal or unenforceable in any such countries,
states, counties, cities or other jurisdictions hereof will be valid and
enforceable in those jurisdictions and for those periods of time in which such
provisions are valid and enforceable.  

     

     

    4.3.
Buyer’s
Cooperation.  Buyer shall, and they shall
cause  “Focus” and its employees to, cooperate fully with Seller in
order to enable Seller to enforce any and all rights of indemnity which Seller
may be entitled to enforce against third parties, and, in connection therewith,
Buyer shall, upon the request of Seller, provide Seller and its representatives,
including third party insurers, with full access at all reasonable times to the
books, records and documents of  “Focus” which have been transferred
to Buyer and to the employees of the Seller and others to enable Seller to
enforce its right of indemnity against third parties.

     

    4.4.
Sellers’
Covenant: Sellers agree that until the fifth anniversary of the date
hereof  (the “Restricted Period”), neither Seller nor any of its
Affiliates will directly provide similar services of the type currently being
provided by Buyer and/or  "company".

     

     4.5.   Seller’s
Cooperation.  Seller shall cause  “Focus” and their
employees to, cooperate fully with Buyer in order to enable Buyer to enforce any
and all rights of indemnity which Buyer may be entitled to enforce against third
parties, and, in connection therewith Seller shall, upon the request of Buyer,
provide Buyer and its representatives, including third party insurers, with full
access at all reasonable times to the books, records and documents
of  “Focus” which have been transferred to Seller and to the employees
of  “Focus” and others to enable Buyer to enforce its right of
indemnity against third parties.

     

    4.5.1 Seller’s Specific
Performance.  If there is any breach or threatened breach of
any of the provisions in this Article 4.7, Buyer shall have the right to obtain
specific enforcement and performance of such provisions by any court of
competent jurisdiction, it being agreed that any such breach or threatened
breach would cause irreparable injury to Buyer and that money damages would not
provide an adequate remedy to Buyer.  Such right shall be in addition
to, and not in lieu of, any other rights and remedies available to Buyer under
law or in equity.  The provisions hereof shall be construed as a
separate covenant covering competition in each of the separate countries,
states, counties, cities or other jurisdictions in which Buyer has been engaged
in business and, to the extent that it shall be judicially determined to be
illegal or unenforceable in any such countries, states, counties, cities or
other jurisdictions hereof will be valid and enforceable in those jurisdictions
and for those periods of time in which such provisions are valid and
enforceable.  The period of time during which each Seller and their
Affiliates is prohibited from engaging in certain activities pursuant to this
Section 4.7 shall be extended by the length of time during which Sellers or any
of its Affiliates is in breach of the terms of this Section 4.5.1.

     

    ARTICLE
5.  Survival; Indemnification

     

    5.1
Survival of the Representations, Warranties and Covenants .  The
representations and warranties contained in or made pursuant to this Agreement
shall not survive the closing of the transactions contemplated
hereby.  All covenants and agreements contained in this Agreement
shall survive until performed in accordance with their terms.

    5.2
Indemnification by Seller..  Seller shall indemnify and hold harmless
Buyer from any liabilities that are materially different from the ones
undertaken by Buyer.

    5.3
Indemnity by Buyer.. Buyer, shall indemnify and hold harmless Seller from and
against any and all demands, claims, recoveries, obligations, losses, damages,
deficiencies and liabilities, and all reasonable and related costs, expenses
(including reasonable attorneys’ fees), interest and penalties, which any of
them shall incur which results from the breach of any of the representations,
warranties, covenants or agreements made by Buyer under this
Agreement.

    


    5.4
Cooperation.. Seller and Buyer shall reasonably cooperate, and shall cause their
respective Affiliates, officers, employees, agents, auditors and representatives
reasonably to cooperate, in preparing and filing all Tax Returns, including
maintaining and making available to each other all records necessary in
connection with Taxes and in resolving all disputes and audits with respect to
all taxable periods.  Neither party shall dispose of, or allow any
other Person to dispose of, any Tax or other work papers, books or records
relating to  “Focus” during the seven-year period following the date
hereof, and thereafter shall give the other party written notice before any such
items are disposed of and 90 calendar days to copy or take possession of the
same prior to their disposition.  Buyer shall be responsible for the
costs of filings.

    5.5
Post-Closing Elections.. At Seller’s request, Buyer shall or shall cause “Focus”
to make and/or join with Seller or its Affiliates in making any Tax election if
the making of such election does not have a material adverse impact on Buyer or
“Focus” for any post-acquisition Tax period.

    5.6
Reporting of Post-Closing Transactions.. To the extent permitted by applicable
law or administrative practice of any Taxing Authority,  (A) the
taxable year of the Seller shall close as of the close of business on the date
hereof and (B) any transactions  (other than the transactions
contemplated by this Agreement) involving the Seller that are not in the
ordinary course of business occurring on the date hereof but after the closing
shall be reported on Buyer’s Tax Returns to the extent permitted by Applicable
Law or on the
post-closing  separate  company  returns of the
Seller (if the  Seller does not file a Tax Return with Buyer), and
shall be similarly  reported on all other Tax  Returns
of  Buyer or its Affiliates to the
extent  permitted.  In all events, Buyer shall be
responsible for, and shall indemnify and hold Seller and its Affiliates harmless
from, all Taxes related to transactions described in clause (B) of this Section
6.3.

    5.7
Carryback of Tax Attributes.. Without prior written consent of Seller, which
consent shall not be unreasonably withheld by the Seller, neither the Buyer, its
Affiliates or “Focus” shall carry back any net operating loss or other Tax
attribute or item from a taxable year or taxable period commencing after the
date hereof to a taxable year or taxable period ending on or before the date
hereof in which Seller, its Affiliates or the “Focus” have reported any taxable
income or other tax attribute against which any such carry-back item can be
utilized, unless such prior returns contained material errors and/or
omissions.

    
      	
               
      

            	
                         5.8  Pre-Closing
      Period. Buyer shall be liable for, and shall hold Seller harmless for, any
      Taxes for       all Tax Periods or
      portions thereof ending on or before the January 1, 2008. Buyer shall,
      indemnify the Seller to be held harmless for any pre closing liabilities
      of the “Focus” incurred prior to January 1, 2008. Buyer shall be liable
      for, and shall hold Seller harmless for, any Taxes, payables, notes
      payable, leases for all periods or portions thereof ending on or before
      January 1, 2008.

            


    

    


     

    5.9
Accrued Tax Liabilities.. Buyer shall, indemnify the Seller to be held harmless
for any  tax liabilities of  “Focus” incurred prior to
January 1, 2008.

     

    ARTICLE 6.
 General Provisions.

     

    6.1  Entire
Agreement.  This Agreement, including the schedules and exhibits
hereto, together with the and Financing Statements (which are hereby
incorporated by reference and made a part hereof), supersedes all other prior
agreements, understandings, representations and warranties, oral or written,
between the parties hereto with respect of the subject matter
hereof.

    6.2
Expenses.  Except as otherwise specifically provided herein, whether
or not the transactions contemplated herein are consummated, each party shall
pay its own expenses incident to the preparation of this Agreement.

    6.3
Further Assurances.  From time to time prior to, at and after the date
hereof, each party hereto will execute all such instruments and take all such
actions as the other, being advised by counsel, shall reasonably request (and
which it is reasonably within their respective powers to accomplish), in
connection with the carrying out and effectuating of the intent and purposes
hereof and all transactions and things contemplated by this Agreement,
including, without limitation, the execution and delivery of any and all
confirmatory and other instruments in addition to those to be delivered on the
date hereof, and any and all actions which may reasonably be necessary or
desirable to complete the transactions contemplated hereby.

    6.4
Notices.  Any notice or other communication required or permitted
under this Agreement by any party to the other shall be in writing, and shall be
deemed effective upon (a) personal delivery, if delivered by hand; (b) three
days after the date of deposit in the mails, if mailed by certified or
registered mail, postage prepaid, return receipt requested; (c) the next
business day, if sent by a prepaid overnight courier service; or (d) when sent,
if sent by facsimile transmission with a confirmation copy sent by first class
mail on the date of fax transmission, and in each case addressed as
follows:

    If to
Buyer:

     

    Joshua
Adler

     

    Liberty
Consulting International, Inc

     

    


     

    With a copy to:

     

    


    


     

    If to
Seller:

     

    David
Goldberg

    Trade
Show Products Inc

    1920 E.
Hallendale Blvd., # 708

    Hallendale,
CA FL 33009

    


    


    With a copy to:

     

    Naccarato &
Associates

    19600 Fairchild Ave., Ste.
260

    Irvine, CA 92612

    Telecopier: 949-861-9262

    


     

    or to
such other address or to such other person as any party hereto shall have last
designated by notice to another Party.

     

    Assignment..
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

    Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall
constitute one and the same instrument.

    Governing
Law.  This Agreement shall be construed, performed and enforced in
accordance with the laws of the State of California.

    Consent
to Jurisdiction.  Each party to this Agreement hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of a Superior
Court sitting in Orange County, California for any actions, suits or proceedings
arising out of or relating to this Agreement and the transactions contemplated
hereby (and each party agrees not to commence any action, suit or proceeding
relating thereto except in such court), and further agrees that service of any
process, summons, notice or document in accordance with the Notice provisions
herein shall be effective service of process for any action, suit or proceeding
brought against such party in any such court.

    Headings.  The
article and section headings in this Agreement are for convenience of reference
only and shall not be deemed to alter or affect the meaning or interpretation of
any provision hereof.

    Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid, but if any provision of this Agreement is held to
be invalid or unenforceable in any respect, such invalidity or unenforceability
shall not render invalid or unenforceable any other provision of this
Agreement.

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the date first above
written.

     

    Seller:

     

    /s/ David Goldberg

     

    By:                                                                          

    Name:
David Goldberg

    Title:
CEO

     

    Buyer:

     

    Liberty
Consulting International, Inc

    


    /s/ Joshua Adler

    By:                                                                           

    Name:
Joshua Adler

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Corporate Resolution of
Trade Show Products Inc.

    


    RESOLVED,
that Trade Show Products Inc.,  a  Nevada corporation, (the
"Company"), by and through its duly authorized agents, David Goldberg, enter
into and ratify the agreement between Liberty Consulting International, Inc
(“Buyer”) on the one hand and Trade Show Products Inc.  (“Seller”)
under which Seller will sell all of the assets owned or leased by “Focus” and
used in the business of “Focus” including, but not limited to, client lists,
vendor lists, web sites, domain names, computer lists and/or programs, source
codes and proprietary software and the liabilities of  “Focus” and, on
the terms and conditions set forth in this Agreement, Seller desires to sell the
Shares and Buyer desires to purchase the Shares. Focus View, Inc.,
a Florida Corporation (FV-Florida) was incorporated under the laws of
Florida on July 14, 2004.  On November 15, 2006 FV-Florida became a
wholly owned subsidiary of FV-Delaware, which was incorporated under the laws of
the State of Delaware on November 14, 2006.  This agreement
contemplates the sale of both entities.

    


            David
Goldberg of the Company, duly organized and existing under the laws of the State
of Nevada, does hereby certify that the foregoing is a full, true and correct
copy of a resolution of the Board of Directors of the Company, duly and
regularly passed and adopted by the Board of Directors of the
Corporation.

    


            He
further certifies that said resolution is still in full force and effect and has
not been amended or revoked, and that the specimen signature appearing below is
the signature of the officers authorized to sign for this Company by virtue of
said resolution.

    


    Executed
as of June 24, 2008

    


    AUTHORIZED
SIGNATURES:

    


    David
Goldberg

    


    /s/ David
Goldberg

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

    Title

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Corporate Resolution of
Liberty Consulting International, Inc

     

    


    RESOLVED,
that Liberty Consulting International, Inc. (the "Company"), by and through its
duly authorized agent, Josh Adler, enter into and ratify the agreement between
Liberty Consulting International, Inc (“Buyer”) on the one hand and Trade Show
Products Inc.  (“Seller”) under which Seller will sell all of the
assets owned or leased by “Focus” and used in the business of “Focus” including,
but not limited to, client lists, vendor lists, web sites, domain names,
computer lists and/or programs, source codes and proprietary software and the
liabilities of  “Focus” and, on the terms and conditions set forth in
this Agreement, Seller desires to sell the Shares and Buyer desires to purchase
the Shares. Focus
View, Inc., a Florida Corporation (FV-Florida) was incorporated under the
laws of Florida on July 14, 2004.  On November 15, 2006 FV-Florida
became a wholly owned subsidiary of FV-Delaware, which was incorporated under
the laws of the State of Delaware on November 14, 2006.  This
agreement contemplates the sale of both entities.

    


    


            Josh
Adler, CEO of the Company, duly organized and existing under the laws of the
State of_______, does hereby certify that the foregoing is a full, true and
correct copy of a resolution of the Board of Directors of the Company, duly and
regularly passed and adopted by the Board of Directors of the
Corporation.

    


            He
further certifies that said resolution is still in full force and effect and has
not been amended or revoked, and that the specimen signature appearing below is
the signature of the officers authorized to sign for this Company by virtue of
said resolution.

    


    Executed
as of June 24, 2008

    


    AUTHORIZED
SIGNATURES:

    


    Josh
Adler

    


    /s/ Josh
Adler

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

    Title