COMMON
STOCK PURCHASE AGREEMENT

    


    Private
and Confidential

    


    THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made as of the last executed date below (the “Effective
Date”), by and among Liberator, Inc. an entity with a principle
address of 2745 Bankers Industrial Drive, Doraville, GA (the “Buyer”) and
Belmont Partners, LLC a Virginia limited liability company with a principal
address of 360 Main Street, Washington Virginia 22747 (“Seller”), and WES
Consulting, Inc., a public vehicle organized in the state of Florida and traded
under the symbol “WSCU” (the “Company”).

    


    WITNESSETH:

    


    WHEREAS,
the Seller owns a majority of the issued and outstanding capital stock of the
Company; and

    


    WHEREAS,
the Buyer wishes to purchase a control block of stock consisting of 972,000
shares of common stock of the Company (the “Stock”) which represents eighty-one
percent (81%) of the total issued and outstanding voting equity of the
Company;

    


    NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:

    


    1.           Agreement to Purchase and
Sell.  Seller will sell to Buyer and Buyer agrees to purchase
the Stock in exchange for:

    


    a)           two
hundred forty thousand five hundred U.S. dollars ($240,500.00) (the “Purchase
Price”), to be paid to Seller according to the terms and conditions set forth in
Section 3 herein; and,

    


    b)           two
hundred fifty thousand (250,000) warrants to purchase an equal number of shares
of the Company’s common stock with an exercise price of twenty five cents
($0.25), a term of three (3) years and a cashless exercise option and seven
hundred fifty thousand (750,000) shares of the Company’s common stock delivered
at closing and an additional seven hundred fifty thousand (750,000) shares of
the Company’s common stock delivered one (1) year from the date of
closing.

    


    2.           Closing.  On
or about five (5) business days from the Effective Date (the “Closing”, with
such date referred to herein as the “Closing Date”):

    


    a)           Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer;

    


    b)    
      Seller shall deliver a fully executed copy
of this Agreement to Buyer;

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    c)           Seller
shall deliver to Buyer prior to the disbursement of the Purchase Price, to the
extent reasonably available to Seller, true and correct copies of the Company’s
business, financial and corporate records including but not limited to:
documents requested on the due diligence checklist, correspondence files, bank
statements, checkbooks, minutes of shareholder and directors meetings, financial
statements, shareholder listings, stock transfer records, agreements and
contracts; and,

    


    d)           Buyer
shall deliver the Purchase Price (defined in Section 3(a) herein) to
Seller;

    


    e)           Buyer
shall deliver to Seller a resolution of the board of directors of the Company
and Irrevocable Transfer Agent Instructions to effectuate performance of
Sections 1(b) and 3(e) of this Agreement (attached hereto as Exhibit 1 and
2)(the “Board Resolution”);

    


    f)           Buyer
shall deliver to Seller a resolution of the majority shareholders of the Company
to effectuate performance of Section 1(b) of this Agreement (attached hereto as
Exhibit 3) (the “Shareholder Resolution”);

    


    g)           Seller
shall deliver to Buyer the stock certificate(s) evidencing the
Stock.

    


    3.           Payment
Terms.

    


    a)           Buyer
shall wire the Purchase Price to Seller on the Closing Date.

    


    b)           The
Purchase Price shall be made by wire transfer of immediately available funds to
Seller’s account as follows:

    


    
      
        
          	
                  Bank
      Name:

                	 
      	
                  Rappahannock
      National Bank

                
	 
      	 
      	
                  7
      Bank Road

                
	 
      	 
      	
                  Washington,
      Virginia 22747

                
	
                  Account
      Name:

                	 
      	
                  Belmont
      Partners, LLC

                
	
                  Account
      Number:

                	 
      	
                  1089129

                
	
                  Routing
      Number:

                	 
      	
                  051402974

                


        

      

    

    


    c)           Stock
Position.

    


    (i)           In
consideration of the benefits provided to the Company hereby, Company shall on
the Closing Date issue and deliver to Seller two hundred fifty thousand
(250,000) warrants of the Company which are immediately exercisable at an
exercise price of twenty five cents ($0.25) with a term of three (3) years, and
a cashless exercise option; seven hundred fifty thousand (750,000) fully paid,
non-assessable restricted shares of the Company’s common stock and one year from
the date of closing the Company shall issue an additional seven hundred fifty
thousand (750,000) fully paid, non-assessable restricted shares of the Company’s
common stock (collectively the “Position”). Buyer shall take all steps necessary
to fully effectuate the provisions of this Section 3.

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (ii)           Certificate(s)
evidencing the Position shall be issued and delivered to the Seller no later
than twelve (12) months following the Effective Date hereof.

    


    (iii)           The
effective date of all Shares transferred pursuant to this Section 3 shall be the
Effective Date of this Agreement and shall be memorialized on the face of the
certificates evidencing such shares.

    


    d)           The
Parties acknowledge and agree that the Position shall be newly issued,
restricted common shares of the Company.   In the event that, in
one year from the date of the execution of this Agreement, the Position can not
be sold in accordance with Rule 144 of the Securities Act of 1933, the Seller
shall have demand registration rights on such Position at such time. In the
event that Buyer does not provide for the removal of restrictions from the
shares comprising the Position in accordance with Rule 144, or does not register
such shares, the Company and the Buyer, jointly and severally, shall pay to
Seller liquidated damages in the amount of the bid price per share as of the one
year anniversary of this Agreement (as reported by the national market on which
the shares trade) multiplied by the number of shares in the
Position.  The Parties agree that the liquidated damages hereunder are
not a penalty.

    


    e)           In
consideration of the benefits provided to the Company hereby, Company and Buyer
agree to be jointly and severally liable for all amounts due hereunder and all
other obligations of this Stock Purchase Agreement.

    


    4.           Transfer
Agent.  Buyer agrees that Pacific Stock Transfer, LLC (the
“Transfer Agent”) shall act as the Company’s sole transfer agency, and Transfer
Agent shall have full power and authority to act on behalf of the Company in
connection with the issuance, transfer, exchange and replacement of all of the
Company’s stock certificates.  Such appointment will be for a minimum
of one year from Closing, and extended thereafter in the sole discretion of the
Buyer.

    


    5.           Representations and
Warranties of Seller.  Seller and the Company, jointly and
severally,  represent and warrant to Buyer as follows:

    


    a)           Title to
Stock.  Seller is the record and beneficial owner and has sole
managerial and dispositive authority with respect to the Stock and has not
granted any person a proxy that has not expired or been validly
withdrawn.  The sale and delivery of the Stock to Buyer pursuant to
this Agreement will vest in Buyer the legal and valid title to the Stock, free
and clear of all liens, security interests, adverse claims or other encumbrances
of any character whatsoever (“Encumbrances”) (other than Encumbrances created by
Buyer and restrictions on resales of the Stock under applicable securities
laws).

    


    
      b)           Liabilities of the
Company. To the best knowledge of Seller after reasonable investigation,
there are no liabilities of the Company.  To the best knowledge of
Seller after reasonable investigation, no person has made any claim of ownership
to any asset of the Company.

    

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    b)           Full Power and
Authority. Seller and Company each has full power and authority to enter
into and perform under this Agreement.  This Agreement has been duly
and validly executed and delivered by Seller and the Company, and upon the
execution and delivery by Buyer of this Agreement and the performance by Buyer
of Buyer’s obligations herein, this Agreement will constitute, a legal, valid
and binding obligation of each of Seller and the Company, enforceable against
Seller and/or the Company in accordance with its terms.

    


    c)           Organization.

    


    (i)           The
Company is a corporation organized, validly existing and in good standing under
the laws of Florida.  The Company has the power and authority:
(i) to conduct its business in the manner in which its business is
currently being conducted; and (ii) to own and use its assets in the manner
in which its assets are currently owned and used.

    


    (ii)          Seller
is a limited liability company organized, validly existing and in good standing
under the laws of Virginia.  Seller has the power and authority:
(i) to conduct its business in the manner in which its business is
currently being conducted; and (ii) to own and use its assets in the manner
in which its assets are currently owned and used.

    


    d)           No Litigation or
Liens.  The Company is not a party to any action, proceeding,
arbitration or lawsuit which is pending before or by any court, commission,
governmental agency or other administrative or regulatory body or authority or
which, to Seller’s knowledge after reasonable investigation, is threatened
against the Company, and there is no lien or judgment against any of the
Company’s assets or capital stock.

    


    e)           Capitalization,
Etc.    The authorized capital stock of the Company
consists of one hundred seventy five million (175,000,000) shares of common
stock, par value $0.01 per share, of which one million two hundred thousand
shares (1,200,000) have been issued and are outstanding as of the date of this
Agreement.  There are no preferred shares authorized.  All
of the outstanding shares of the Company’s common stock have been duly
authorized and validly issued and are fully paid and
non-assessable.  The Company has not consummated any financings (debt
or equity) within the eighteen months prior to the date of Closing.

    


    f)     
      Options.  The
Company does not have any stock option plan or any other plan, program,
agreement or arrangement providing for granting any equity or equity-based
compensation to any Person, and there are no: (i) outstanding
subscriptions, options, calls, warrants, rights or other agreements to acquire
any of the Company’s equity, including but not limited any preemptive rights,
(whether or not currently exercisable) to acquire any shares of the capital
stock or other securities of the Company; (ii) outstanding security,
instrument or obligation that is or may become convertible into or exchangeable
for any shares of the capital stock or other securities of the Company;
(iii) stockholder rights plan (or similar plan commonly referred to as a
"poison pill") or Contract under which the Company is or may become obligated to
sell or otherwise issue any shares of its capital stock or any other securities;
or (iv) condition or circumstance that may give rise to or provide a basis
for the assertion of a claim by any Person to the effect that such Person is
entitled to acquire or receive any shares of capital stock or other securities
of any the Company.

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    g)           Employees;
Plans.  The Company has no employees, and no employee benefits
plans whether subject to ERISA or otherwise.  The Company does not
have any unpaid obligations to former employees whether for wages, salaries,
benefits, expense reimbursement, or any other form of compensation or
payment.

    


    h)           Taxes.  The
Company does not owe any taxes or tax or withholding payments to the federal
government or any state or local government.  The Company has made all
required tax filings with the federal government and any applicable state or
local government.  To the knowledge of Seller after reasonable
investigation, the Company is not the subject of any current tax
audit.

    


    i) 
          Conflicts.

    


    (i)           This
Agreement and the Company’s obligations hereunder do not and will not violated
the terms of its charter or its bylaws or any Contract by which it is bound or
violate any law or judgment or order by which the Company or any of its assets
are bound.

    


    (ii)          This
Agreement and Seller’s obligations hereunder do not and will not violate the
terms of its charter or its bylaws or any Contract by which it is bound or
violate any law or judgment or order by which Seller or any of its assets are
bound.

    


    j)           Contracts.  The
Company is not a party to or bound by any agreement or contract (collectively,
“Contract”).

    


    k)           Subsidiaries.  The
Company does not have any subsidiaries (whether held directly or indirectly) or
any equity investment in any corporation, partnership, joint venture or other
business.

    


    l) 
          Real
Estate.  The Company does not own any real estate or any
interest in any real estate.

    


    m)          Full
Disclosure.  To the Seller’s knowledge after reasonable
investigation, none of the representations and warranties made by the Seller
herein, or in any document furnished prior to Closing or to be furnished by them
hereunder contain or will contain as of the Closing Date, any untrue statement
of material fact, or omits any material fact, the omission of which would be
misleading.

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    n)           Exchange Act
Filings.  To the Seller’s knowledge after reasonable
investigation, the Company has filed with the SEC all forms, reports, schedules,
and statements that were required to be filed by it with the SEC within the
period beginning on the date of inception of the Company and ending on the
Effective Time, and previously has furnished or made available to Buyer accurate
and complete copies of all the SEC Documents. As of their respective dates, the
SEC Documents were prepared in accordance with the Exchange Act of 1934, as
amended, (the "Exchange Act") and the Securities Act and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated in those documents or necessary to make the statements in those
documents not misleading, in light of the circumstances under which they were
made. As of their respective dates, these reports and statements will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated in them or necessary to make the statements in them not
misleading, in light of the circumstances under which they are made and these
reports and statements will comply in all material respects with all applicable
requirements of the Exchange Act and the Securities Act.

    


    6.           Representations and
Warranties of Buyer: Buyer hereby
represents and warrants to Seller that the statements in the following
paragraphs of this Section 7 are all true and complete as of the date
hereof:

    


    a)           Affidavit of Source of
Funds. Prior to any transfer of funds to
Seller,  Buyer shall execute an Affidavit of Source of Funds (attached
hereto as Exhibit 8), which attests that the funds to be transferred are not the
proceeds of nor are intended for or being transferred in the furtherance of any
illegal activity or activity prohibited by federal or state laws. Such activity
may include, but is not limited to: tax evasion; financial misconduct;
environmental crimes; activity involving drugs and other controlled substances;
counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry
of goods into the United States by means of false statements; terrorism;
terrorist financing or other material support of terrorists or terrorism; arms
dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort
by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or
the Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the court or government or regulatory official;
bribery or any violation of the Foreign Corrupt Practices Act; trading with
enemies of the United States; forgery; or fraud of any kind.  Buyer
further warrants that all transfers of monies will be in accordance with the
Money Laundering Control Act of 1986 as amended.

    


    b)           Exempt
Transaction.  Buyer understands that the offering and sale of
the Stock is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Act”) and exempt from registration or qualification under
any state law.

    


    c)           Full Power and
Authority.  Buyer represents that it has full power and
authority to enter into this Agreement.

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    d)           
Stock.  The
Stock to be purchased by Buyer hereunder will be acquired for investment for
Buyer’s own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and Buyer has no present intention of
selling, granting any participation in, or otherwise distributing the
same.

    


    e)           Information Concerning the
Company.  Buyer has conducted its own due diligence with
respect to the Company and its liabilities and believes it has enough
information upon which to base an investment decision in the
Stock.  Buyer acknowledges that Seller has made no representations
with respect to the Company, its status, or the existence or non-existence of
liabilities in the Company except as explicitly stated in this
Agreement.  .

    


    f)           Investment
Experience.  The Buyer understands that purchase of the Stock
involves substantial risk.  The Buyer:

    


    (i)           has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of Buyer’s investment in the
Stock; and,

    


    (ii)          has
such knowledge and experience in financial, tax, and business matters so as to
enable Buyer to evaluate the merits and risks of an investment in the Stock, to
protect Buyer’s own interests in connection with the investment and to make an
informed investment decision with respect thereto.

    


    g)           No Oral
Representations.  No oral or written representations have been
made other than or in addition to those stated in this Agreement. Buyer is not
relying on any oral statements made by Seller, Seller's representatives,
employee’s or affiliates in purchasing the Stock.

    


    h)           Restricted
Securities.  Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering.

    


    i)           Opinion
Necessary.  Buyer acknowledges that if any transfer of the
Stock is proposed to be made in reliance upon an exemption under the Act, the
Company may require an opinion of counsel satisfactory to the Company that such
transfer may be made pursuant to an applicable exemption under the
Act.  Buyer acknowledges that a restrictive legend appears on the
Stock and must remain on the Stock until such time as it may be removed under
the Act.

    


    j)           Shareholder
Value.  Buyer represents that Buyer intends to implement a
business plan designed to return value to the shareholders of the
Company.

    


    k)           Compliance.  Buyer
shall comply with all applicable securities laws, rules and regulations
regarding this Agreement, the Merger and all related transactions, including but
not limited to filing any forms required by the U.S. Securities and Exchange
Commission.

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    7.           Indemnification.

    


    a)           Seller
and Company, jointly and severally, each hereby covenants and agrees, for
themselves and for their agents, employees, legal representatives, heirs,
executors or assigns (collectively the “Seller Covenantors”) to indemnify Buyer
and their agents, employees, legal representatives, heirs, executors or assigns
(the “Buyer Covenantors”) as of the Closing Date against any loss, liability,
claim, damage or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened or any claim whatsoever), to which it or
they may become subject to or rising out of or based on any inaccuracy appearing
in. breach of covenant or misrepresentation made in this Agreement or any other
document which has been provided by any of the Seller Covenators to any of the
Buyer Covenators in connection with this Agreement.  In no case shall
Seller’s obligations under this section 7 exceed in the aggregate $250,000;
and

    


    b)           Buyer
hereby covenants and agrees, for themselves and for the Buyer Covenantors to
indemnify Seller and the Seller Covenantors as of the Closing Date against any
loss, liability, claim, damage or expense (including, but not limited to, any
and all expense whatsoever reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened or any claim
whatsoever), to which it or they may become subject to or rising out of or based
on any inaccuracy appearing in. breach of covenant or misrepresentation made in
this Agreement or any other document which has been provided by any of the Buyer
Covenators to any of the Seller Covenators in connection with this
Agreement.  In no case shall Buyer’s obligations under this section 7
exceed in the aggregate $250,000.

    


    8.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the state of Georgia without giving effect to any
other choice or conflict of law provision that would cause the application of
the laws of any other jurisdiction other than the state of Georgia.

    


    9.           Merger and Exchange of
Stock.  Buyer shall, as soon as practicable, and in no case
later than twenty (20) days from the Closing, effect a merger (the “Merger”)
between the Company and a target corporation (the “Sub”).  The Company
shall be the surviving corporation of the Merger, and shall continue unimpaired
by the Merger.  Upon Merger, the Company shall succeed to and shall
possess all the assets, properties, rights, privileges, powers, franchises,
immunities and purposes, and be subject to all the debts, liabilities,
obligations, restrictions and duties of the Sub.  If, in Buyer’s sole
opinion, it is necessary or prudent to delay the Merger so as to comply with
state or federal law or regulatory requirements, Buyer may delay the
Merger.

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.           Term /
Survival.  The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 11, 14, 19, 20, 21 and 22 hereof
shall survive the termination of this Agreement.  Sections 5, 6 and 7
shall survive the Closing for a period of 24 months from the Closing
Date

    


    11.           Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.

    


    12.           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.  A telefaxed copy of this Agreement shall be deemed an
original.

    


    13.           Headings.  The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.

    


    14.           Costs, Expenses. Each
party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.

    


    15.           Modifications and
Waivers.  No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy.  All remedies, either under this
agreement, by law, or otherwise afforded the Buyer shall be cumulative and not
alternative.

    


    16.           Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.

    


    17.           Termination.  Buyer
or Seller may, upon written notice to the other party, terminate this Agreement
upon their own discretion prior to any funds being deposited with
Seller.  Upon the release of any funds to Seller, this termination
clause is null and void.

    


    18.           Entire
Agreement.   This Agreement constitutes the entire
agreement and understanding of the Parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with
respect to the subject matter hereof.

    


    19.           Further
Assurances.  From and after the date of this Agreement, upon
the request of the Buyer or Seller, Buyer and Seller shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

    


    20.           Notices. All notices
or other communications required or permitted by this Agreement shall be in
writing and shall be deemed to have been duly received:

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    a)           if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during normal
business hours of the recipient, and otherwise on the next business day
following transmission,

    


    b)           if
given by certified or registered mail, return receipt requested, postage
prepaid, three business days after being deposited in the U.S. mails
and

    


    c)           if
given by courier or other means, when received or personally delivered, and, in
any such case, addressed as indicated herein, or to such other addresses as may
be specified by any such Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 20.

    


    21.           Insider
Trading.  Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company.  Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the Agreement, are not aware of
any disclosure of non public information concerning said transactions, and are
not a party to any insider trading of Company shares.

    


    22.           Binding
Arbitration.  In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.

    


    [Balance
of Page Intentionally Left Blank]

    [Signature
Page Follows]

    


    Buyer:
_____

    Seller:
_____

    Company:
_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.

    


    
      
        
          
            
              	
                      SELLER

                    	 
      	
                      BUYER

                    
	 
      	 
      	 
      
	
                      BELMONT
      PARTNERS, LLC

                    	 
      	
                      LIBERATOR,
      INC.

                    
	
                      /s/
      Joseph Meuse

                    	 
      	
                      /s/
      Louis S. Friedman

                    
	
                      By:  Joseph
      Meuse, Managing Member

                    	 
      	
                      By:
      Louis S. Friedman,

                    
	
                      Date:
      September 2, 2009

                    	 
      	
                      Date:
      September 2, 2009

                    
	 
      	 
      	 
      
	
                      COMPANY

                    	 
      	 
      
	 
      	 
      	 
      
	
                      WES
      CONSULTING, INC.

                    	 
      	 
      
	
                      /s/
      Joseph Meuse

                    	 
      	 
      
	
                      By:
      Joseph Meuse, Director

                    	 
      	 
      
	
                      Date:
      September 2, 2009

                    	 
      	 
      


            

          

        

      

    

     

    
      Buyer:
_____

      Seller:
_____

      Company:
_____

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
1

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DIRECTORS

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Board of Directors of WES Consulting, Inc. a
corporation organized in the State of Florida (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

    


    1.           WHEREAS, the Company has
determined that it is in the best interests of the Company to enter into an
agreement with Belmont Partners, LLC (“Belmont”) dated September 2, 2009 (the
“Agreement”) requiring the Company to provide Belmont:

    


    a)           two
hundred forty thousand five hundred U.S. dollars ($240,500.00) (the “Purchase
Price”), to be paid to Belmont according to the terms and conditions set forth
in Section 3 of the Agreement; and,

    


    b)          two
hundred fifty thousand (250,000) warrants to purchase an equal number of shares
of the Company’s common stock with an exercise price of twenty five cents
($0.25), a term of three (3) years and a cashless exercise option, and seven
hundred fifty thousand (750,000) shares of the Company’s common stock delivered
at closing and an additional seven hundred fifty thousand (750,000) shares of
the Company’s common stock delivered one (1) year from the date of closing
(collectively the “Position”);

    


    WHEREAS, the Company has
entered into the Agreement with Belmont;

    


    WHEREAS, the Company has
received full and adequate consideration from Belmont for the
Position;

    


    WHEREAS, it is in the best
interests of the Company to issue such shares of the Company’s common stock to
Belmont as necessary to provide Belmont the Position according to the terms of
the Agreement;

    


    WHEREAS, all shares
transferred to Belmont hereby shall be deemed to have a valuation of par
value;

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (a)

            	
              it
      is in the best interests of the Company to undertake the transactions
      contemplated hereby; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      transactions are hereby approved, ratified and confirmed;
    and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      accordance with the Shareholder Consent dated August 14, 2009, the Company
      will issue shares of the Company’s common stock to Belmont necessary to
      provide Belmont the Position according to the terms of the Agreement;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      transfer agent acting for or on behalf of the Company or a Surviving
      Company (a “Transfer Agent”) shall be entitled to rely upon these
      resolutions to execute the issuance of the Position as aforesaid;
      and

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              certificate(s)
      evidencing the Position shall be issued and delivered to Belmont Partners,
      LLC immediately following the actions anticipated by the Merger, but in no
      case later than the eleventh (11th)
      month anniversary of the Effective Date of the Stock Purchase
      Agreement.  and

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      effective date of all shares transferred pursuant to this Board Resolution
      shall be the Effective Date of the Stock Purchase Agreement and shall be
      memorialized on the face of the certificates evidencing such shares;
      and

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Company agrees to indemnify and hold harmless the Transfer Agent from and
      against any and all claims, liabilities, losses, damages and expenses,
      including fees and expenses of counsel, accountants and other advisors
      (collectively, “Losses”), related thereto or arising out of or in
      connection therewith the issuance of the Position;
  and

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Company gives the Transfer Agent authorization to deliver said shares as
      specified herein to Belmont Partners, LLC at 360 Main Street, Washington,
      Virginia 22747 via Federal Express or Hand Delivery;
  and

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      value of all shares hereby transferred shall be par
  value.

            


    

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.

    


    
      
        	 
      	
                /s/ Louis S.
      Friedman

              
	 
      	
                Louis
      S. Friedman, Director

              


      

    

    


    STATE OF
_____________________ COUNTY OF ___________________

    On this
the ____ day of _____________, 2009, Louis S. Friedman personally appeared and
is known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    


    ________________________________

    Notary
Public, Reg # ______________, My Commission
Expires:____________


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
3

    WRITTEN
SHAREHOLDERS CONSENT

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Shareholders of WES Consulting, Inc., a corporation
organized in the State of Florida (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:

    


    2.           WHEREAS, the Shareholders have
determined that it is in the best interests of the Company to enter into an
agreement with Belmont Partners, LLC (“Belmont”) dated August 14, 2009 (the
“Agreement”) requiring the Company to provide Belmont:

    


    1)           two
hundred forty thousand five hundred U.S. dollars ($240,500.00) (the “Purchase
Price”), to be paid to Seller according to the terms and conditions set forth in
the; and

    


    2)           two
hundred fifty thousand (250,000) warrants of the Company which are immediately
exercisable at an exercise price of twenty five cents ($0.25) with a term of
three (3) years, and a cashless exercise option; seven hundred fifty thousand
(750,000) fully paid, non-assessable restricted shares of the Company’s common
stock and one year from the date of closing the Company shall issue an
additional seven hundred fifty thousand (750,000) fully paid, non-assessable
restricted shares of the Company’s common stock (collectively the
“Position”).

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

    
      	
               
      

            	
              (a)

            	
              the
      transactions contemplated above are hereby approved, ratified and
      confirmed;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Shareholder(s) approve the issuance of two hundred fifty thousand
      (250,000) warrants of the Company which are immediately exercisable at an
      exercise price of twenty five cents ($0.25) with a term of three (3)
      years, and a cashless exercise option; seven hundred fifty thousand
      (750,000) fully paid, non-assessable restricted shares of the Company’s
      common stock and one year from the date of closing the Company shall issue
      an additional seven hundred fifty thousand (750,000) fully paid,
      non-assessable restricted shares of the Company’s common stock
      (collectively the “Position”).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Shareholder, by signing this Written Consent of the Shareholders in Lieu
      of a Special Meeting, waives notice of the time, place and purpose of a
      special Majority Shareholders meeting and agrees to the transaction of the
      business set forth in this unanimous written consent in lieu of such
      meeting.

            


    

    


    IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.

    
 

    
      
        
          
            	 
      	
                    By:

                  	
                    /s/
      Louis S. Friedman

                  
	 
      	 
      	
                    Louis
      S. Friedman, Majority Shareholder

                  
	 
      	 
      	
                    Date:
      September 2,
2009

                  


          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    STATE OF
_____________________ COUNTY OF ___________________

    On this
the ____ day of _____________, 2009, Louis S. Friedman personally appeared and
is known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    


    ________________________________

    Notary
Public, Reg # ______________, My Commission
Expires:____________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
4

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DIRECTORS

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Board of Directors of WES Consulting, Inc., a
corporation organized in the State of Florida (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

    


    WHEREAS, the Company has
determined that it is in the best interests of the Company to transfer
eighty-one percent (81%) of the Company’s capital stock to Liberator,
Inc.

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (a)

            	
              it
      is in the best interests of the Company to undertake the transaction
      contemplated hereby; and,

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      transactions are hereby approved, ratified and confirmed;
    and,

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      transfer agent acting for or on behalf of the Company or a Surviving
      Company (a “Transfer Agent”) shall be entitled to rely upon these
      resolutions to execute the issuance of the shares as aforesaid;
      and,

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      effective date of all Shares transferred pursuant to this Board Resolution
      shall be the Effective Date of the Stock Purchase Agreement and shall be
      memorialized on the face of the certificates evidencing such shares;
      and,

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Company agrees to indemnify and hold harmless the Transfer Agent from and
      against any and all claims, liabilities, losses, damages and expenses,
      including fees and expenses of counsel, accountants and other advisors
      (collectively, “Losses”), related thereto or arising out of or in
      connection therewith the issuance of shares;
  and,

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      value of all shares hereby transferred shall be par
  value.

            


    

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.

    


    
      
        	 
      	
                /s/ Joseph Meuse

              
	 
      	
                Joseph
      Meuse, Director

              
	 
      	
                Date:
      September 2, 2009

              


      

    

    


    STATE OF
_____________________ COUNTY OF ___________________

    On this
the ____ day of _____________, 2009, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    


    ________________________________

    Notary
Public, Reg # ______________, My Commission
Expires:____________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
5

    WRITTEN
SHAREHOLDERS CONSENT

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Shareholders of WES Consulting, Inc., a corporation
organized in the State of Florida (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:

    


    WHEREAS, the Shareholder(s)
wish to approve the transfer of eighty-one percent (81%) of the Company’s
capital stock to Liberator, Inc.

     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (a)

            	
              the
      transactions contemplated above are hereby approved, ratified and
      confirmed; and,

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Shareholder(s) approve the transfer of eighty-one percent (81%) of the
      Company’s capital stock to Liberator,
Inc.

            


    

     

    Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.

    


    
      
        
          
            	 
      	
                    By:

                  	
                    /s/
      Joseph Meuse

                  
	 
      	 
      	
                    Joseph
      Meuse, Managing Member of Belmont Partners,

                  
	 
      	 
      	
                    LLC,
      Majority Shareholder

                  
	 
      	
                    Date:
      September 2, 2009

                  


          

        

      

    

    


    STATE OF
_____________________ COUNTY OF ___________________

    On this
the ____ day of _____________, 2009, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    


    ________________________________

    Notary
Public, Reg # ______________, My Commission
Expires:____________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
6

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DIRECTORS

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Board of Directors of WES Consulting, Inc., a
corporation organized in the State of Florida (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

    


    WHEREAS, the Board wishes to
appoint Louis S. Friedman as the Director and President of the
Company.

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (a)

            	
              it
      is in the best interests of the Company to undertake the transactions
      contemplated hereby; and,

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      transactions are hereby approved, ratified and confirmed;
    and,

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company appoints Louis S. Friedman as the Director, President and
      Secretary of the Company.

            


    

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.

    


    
      
        	 
      	
                /s/ Joseph Meuse

              
	 
      	
                Joseph
      Meuse, Director

              
	 
      	
                Date:
      September 2, 2009

              


      

    

    


    STATE OF
_____________________ COUNTY OF ___________________

    On this
the ____ day of _____________, 2009, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    


    ________________________________

    Notary
Public, Reg # ______________, My Commission
Expires:____________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
7

    WRITTEN
SHAREHOLDERS CONSENT

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Shareholders of WES Consulting, Inc., a corporation
organized in the State of Florida (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:

    


    WHEREAS, the Shareholder(s)
wish to nominate of Louis S. Friedman as the Director, President and Secretary
of the Company.

     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (a)

            	
              the
      transactions contemplated above are hereby approved, ratified and
      confirmed; and,

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Shareholder(s) approve the nomination of Louis S. Friedman as the
      Director, President and Secretary of the
  Company.

            


    

     

    Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.

    
      
        
          	 
      	
                  By:

                	
                  /s/
      Joseph Meuse

                
	 
      	 
      	
                  Joseph
      Meuse, Managing Member of

                
	 
      	 
      	
                  Belmont
      Partners, LLC, Majority

                
	 
      	 
      	
                  Shareholder

                
	 
      	
                  Date:
      September 2, 2009

                


        

      

    

    


    STATE OF
_____________________ COUNTY OF ___________________

    On this
the ____ day of _____________, 2009, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    


    ________________________________

    Notary
Public, Reg # ______________, My Commission
Expires:____________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
8

    AFFIDAVIT
OF SOURCE OF FUNDS

    


    Fax
form to: 540-675-3369

    


    The
undersigned, Louis S. Friedman (“Transferor”), who being first duly sworn upon
oath, deposes and states as follows:

    


    1.
Transferor hereby swears, warrants and affirms under pain and penalty of perjury
that the information in the following Affidavit of Source of Funds is true and
accurate, and all funds referenced herein are free of all claims, debts, liens
or contingent liabilities immediately prior to any transfer by Transferor to the
accounts of Belmont Partners, LLC, its agents or assigns (collectively
“Belmont”).

    


    2.
Transferor does not contemplate filing for relief under the provision of any
applicable Bankruptcy Code, nor is Transferor involved in any situation that
Transferor reasonably anticipates would cause Transferor to file for relief
under any Chapter of any applicable Bankruptcy Code in the future. Transferor
further sears, warrants and affirms that any funds which Transferor may transfer
to the accounts of Belmont are not the proceeds of nor are intended for or being
transferred in the furtherance of any concealment of assets or any effort by
conspiracy or otherwise to defeat, defraud or otherwise evade, any party or the
Court in any bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the Court or government or regulatory official
of any kind.

    


    3.
Transferor is not transferring assets in an attempt to defeat the collection of
any U.S. government obligation(s), U.S. government-backed obligation(s), or any
state, local, or national government (be it foreign or domestic) obligation(s)
and Transferor is aware that doing so may be a crime.

    


    4.  Transferor
hereby swears, warrants, and affirms that any funds which Transferor may
transfer to the accounts of Belmont are not the proceeds of nor are they
intended for or being transferred in the furtherance of any illegal activity or
activity prohibited by federal, state, local or foreign laws. Such activity may
include, but is not limited to: securities fraud or other financial misconduct
of any kind; tax evasion; environmental crimes; activity involving drugs or
other controlled substances; counterfeiting; espionage; kidnapping; piracy;
smuggling; copyright infringement; entry of goods into the United States by
means of false statements; terrorism; terrorist financing or other material
support of terrorists or terrorism; arms dealing; bank fraud; wire fraud; mail
fraud; bribery or any violation of the Foreign Corrupt Practices Act; theft;
embezzlement; misappropriation of public funds; violations of export or import
controls of the United States or any other nation; any crime of violence;
computer fraud and abuse; trading with enemies of the United States; forgery; or
fraud of any kind. Transferor further warrants that all transfers of funds will
be in accordance with the Money Laundering Control Act of 1986, as amended; the
Bank Secrecy Act of 1970, as amended; the International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001, as amended; and all other
applicable federal, state, local and foreign laws, rules and
regulations.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.  Transferor
understands that Belmont acts in compliance with various laws and regulations
intended to detect and report unlawful financial transactions relating, but not
limited, to money laundering and terrorist financing. Transferor understands
that Belmont may disclose personal financial information relating to customers
and transactions to appropriate law enforcement agencies without providing
notice to the individual or object of any such investigation.

    


    6. This
Affidavit applies to the Deposit of ______________ ($_________) which will be
transferred by Transferor to accounts of Belmont by (please check one) □wire
transfer or □check; and this Affidavit applies to the Balance of the Purchase
Price which will be transferred by Transferor to the accounts of Belmont by
(please check one)
owire transfer or
ocheck.

    


    I HEREBY
SWEAR, WARRANT AND AFFIRM, UNDER PAIN AND PENALTY OF PERJURY THAT THE FOREGOING
STATEMENTS ARE TRUE AND CORRECT.

    


    
      
        	
                /s/
      Louis S. Friedman

              	 
      
	
                Signature

              	 
      


      

    

    


    Louis S.
Friedman

    Print Name

    


    STATE OF
_____________________ COUNTY OF ___________________

    On this
the ____ day of _____________, 2009, Louis S. Friedman personally appeared and
is known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    


    ________________________________

    Notary
Public, Reg # ______________, My Commission
Expires:____________