Asset Puchase Agreement


    
      
 

      


      


      


      ASSET
        PURCHASE AGREEMENT

      


      


      


      


      


      


      


      


      


      


      Between:

      


      


      SAMI
        SALABI

      


      


      And:

      


      


      THE
        TRADE SHOW MARKETING COMPANY LTD.

      
 

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ASSET
        PURCHASE AGREEMENT

      


      


      


      THIS
        ASSET PURCHASE AGREEMENT
        is dated
        and made for reference as fully executed on this ___day of July, 2005 (the
        “Effective
        Date”).

      


      


      BETWEEN:

      SAMI
        SALABI,
        and/or
        corporate entities beneficially owned by Sami Salabi, having a mailing address
        at _______________________________


      (the
        “Vendor”);

      OF
        THE FIRST PART

      


      AND:

      


      , 

      THE
        TRADESHOW MARKETING COMPANY LTD.
        as a
        company duly incorporated under the laws of Nevada and having an address
        for
        notice and delivery located at ___________________________________,


      


      (the
        “Purchaser”);

      OF
        THE SECOND PART

      


      (the
        Vendor and the Purchaser being hereinafter singularly also referred to as
        a
“Party”
        and
        collectively referred to as the “Parties”
        as the
        context so requires).

      


      


      WHEREAS:

      


      A. The
        Vendor is the owner of two retail outlets (the “Outlets”) in or near Phoenix,
        Arizona, specifically located at Paradise Valley Mall and bearing license
        # E-16
        and Arrowhead Town Center bearing license # 2163, the Outlets containing
        certain
        business equipment, inventory, supplies, supply and contact lists, proprietary
        information, etc. (collectively, the “Assets”),
        a
        complete listing of such Assets of the Vendor being set forth in Schedule
“A”
        which is attached to this Agreement and which forms a material part
        hereof;

      


      B. The
        Purchaser is desirous of acquiring the Assets of the Vendor, and obtaining
        assignment of the leases at the Outlets.

      


      


      NOW
        THEREFORE THIS AGREEMENT WITNESSETH that,
        in
        consideration of the mutual covenants and provisos herein contained, THE
        PARTIES HERETO AGREE AS FOLLOWS:

       

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Article
        I

      SCHEDULES
        AND INTERPRETATION

      


      


      1.2  Schedules. For
        the
        purposes of this Agreement, except as otherwise expressly provided or unless
        the
        context otherwise requires, the following shall represent the Schedules which
        are attached to this Agreement and which form a material part
        hereof:

      


       Schedule      Description

      


      Schedule
        “A”:   List
        of
        Assets being sold by the Vendor to the Purchaser

      Schedule
        “B”:   Assignment
        of Lease for Paradise Valley Mall outlet

      Schedule
        “C”:   Assignment
        of Lease for Arrowhead Town Center outlet

      


      


      1.3  Interpretation. For
        the
        purposes of this Agreement, except as otherwise expressly provided or unless
        the
        context otherwise requires,:

      


      
        	 	
                (a)

              	
                the
                  words “herein”, “hereof” and “hereunder” and other words of similar import
                  refer to this Agreement as a whole and not to any particular Article,
                  section or other subdivision of this
                  Agreement;

              


      

      


      
        	 	
                (b)

              	
                the
                  headings are for convenience only and do not form a part of this
                  Agreement
                  nor are they intended to interpret, define or limit the scope or
                  extent of
                  this or any provision of this
                  Agreement;

              


      

      


      
        	 	
                (c)

              	
                any
                  reference to an entity shall include and shall be deemed to be
                  a reference
                  to any entity that is a permitted successor to such entity;
                  and

              


      

      


      
        	 	
                (d)

              	
                words
                  in the singular include the plural and words in the masculine gender
                  include the feminine and neuter genders, and vice
                  versa.

              


      

      


      


      Article
        2

      PURCHASE
        AND SALE OF ASSETS

      


      


      2.1  Purchase
        and Sale.
        The
        Purchaser hereby purchases, without condition, and the Vendor hereby sells,
        without condition, the Assets for the sum of $55,000 USD (the “Purchase Price”)
        of which $25,000 USD shall be payable in cash, and $30.000 USD shall be payable
        in the common shares of The Tradeshow Marketing Company Ltd. (the “Shares”). The
        Shares shall be issued to the Vendor and/or his assign at a deemed price
        of
        $1.00 per share. If however, the share price is below $1.00 per share at
        the end
        of twelve (12) months from the date of this Agreement, then the Purchaser
        shall
        issue additional shares to the Vendor to ensure that the Shares issued under
        this have an aggregate market value of at least $30.000 USD. 

      


      Article
        3

      DUE
        DILIGENCE

      


      


      3.1  Due
        Diligence Period.
        The
        Vendor shall allow the Purchaser a period of ___ days in which the Purchaser
        shall be afforded the opportunity to verify the following:

       

      
 

      
        
          
          

        

        
          3

          
            

          

        

        
          
             

          

        

         

         

      

      
        	(a)  	
                The
                  form and general nature of the transaction in order to appropriately
                  address the Parties’ tax and securities
                  issues;

              


      

      


      
        	(b)  	
                 That
                  the retail locations and their inventories be free and clear of
                  any and
                  all liabilities, encumbrances, and creditor demands whatsoever,
                  and that
                  full and clear title can be delivered to The
                  Purchaser.

              


      

      


      
        	(c)  	
                That
                  the complete satisfactory due diligence, and that upon signing
                  of this
                  Agreement, that the Vendor allow the Purchaser or a representative
                  of the
                  Purchaser to examine and confirm all inventories, stock, book accounts,
                  records and any other such additional information as may be reasonably
                  requested by the Purchaser.; and

              


      

      


      
        	(d)  	
                That
                  the Parties successfully execute an assumption of lease agreement
                  for the
                  Outlets. 

              


      

      


      


      Article
        4

      REPRESENTATIONS,
        WARRANTIES AND COVENANTS BY THE VENDOR

      


      4.1  Representations,
        Warranties and Covenants by the Vendor.
        In
        order to induce the Purchaser to enter into and consummate this Agreement,
        the
        Vendor represents to and warrants to the Purchaser that, to the best of the
        informed knowledge, information and belief of the Vendor, after having made
        due
        inquiry:

      


      (a) the
        Vendor is duly incorporated under the laws of its jurisdiction of incorporation
        and is validly existing and in good standing with respect to all statutory
        filings required by the applicable corporate laws;

      


      (b) the
        Vendor is qualified to do business in those jurisdictions where it is necessary
        to fulfill its obligations under this Agreement and the Vendor has the full
        power and authority to enter into this Agreement and any agreement or instrument
        referred to or contemplated by this Agreement;

      


      
        	 	
                (c)

              	
                the
                  Vendor is the registered and beneficial owner of all interests
                  in the
                  Assets and has the requisite power, authority and capacity to own
                  and use
                  the Assets and the Vendor owns the right to develop and maintain
                  the
                  Assets;

              


      

      


      (d) the
        Vendor owns and possesses and has good and marketable title to and possession
        of
        all of the Assets free and clear of all actual or threatened liens, charges,
        options, encumbrances, voting agreements, voting trusts, demands, limitations
        and restrictions of any nature whatsoever;

      


      
        	 	
                (e)

              	
                no
                  person, firm or corporation has any written or oral agreement,
                  option,
                  understanding or commitment, or any right or privilege capable
                  of becoming
                  an agreement, for the purchase from the Vendor of any of the
                  Assets;

              


      

      


      
        	 	
                (f)

              	
                there
                  are no outstanding orders or directions relating to any matters
                  requiring
                  any work, repairs, construction or capital expenditures with respect
                  to
                  any of the Assets and the conduct of the operations related thereto,
                  nor
                  has the Vendor received any notice of
                  same;

              


      

       

       

       

      
        
          
          

        

        
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                (g)

              	
                there
                  is no adverse claim or challenge against or to the ownership of
                  or title
                  to any of the Assets or which may impede the development of any
                  of the
                  Assets, nor, to the best of the knowledge, information and belief
                  of the
                  Vendor, after having made due inquiry, is there any basis for any
                  potential claim or challenge, and, to the best of the knowledge,
                  information and belief of the Vendor, after having made due inquiry,
                  and
                  other than as provided for herein, no persons have any royalty,
                  net
                  profits or other interests whatsoever in revenues or sales from
                  any of the
                  Assets;

              


      

       

       

      
        	 	
                (h) 

              	
                there
                  are no actions, suits, proceedings or investigations (whether or
                  not
                  purportedly against or on behalf of the Vendor or the Assets),
                  pending or
                  threatened, which may affect, without limitation, the rights of
                  the Vendor
                  to transfer any of the Assets to the Purchaser at law or in equity,
                  or
                  before or by any federal, state, provincial, municipal or other
                  governmental department, commission, board, bureau, agency or
                  instrumentality, domestic or foreign, and, without limiting the
                  generality
                  of the foregoing, there are no claims or potential claims under
                  any
                  relevant family relations legislation or other equivalent legislation
                  affecting the Assets. In addition, the Vendor is not now aware
                  of any
                  existing ground on which any such action, suit or proceeding might
                  be
                  commenced with any reasonable likelihood of
                  success;

              


      

      


      
        	 	
                (i)

              	
                the
                  Vendor has not experienced, nor is the Vendor aware of, any occurrence
                  or
                  event which has had, or might reasonably be expected to have, a
                  materially
                  adverse affect on the Assets;

              


      

      


      
        	 	
                (j)

              	
                here
                  is not any proceeding, claim or, to the best of the knowledge,
                  information
                  and belief of the Vendor, after having made due inquiry, any investigation
                  by any federal, state or municipal taxation authority, or any matters
                  under discussion or dispute with such taxation authorities, in
                  respect of
                  taxes, governmental charges, assessments or reassessments in connection
                  with the Vendor or the Assets, and the Vendor is not aware of any
                  contingent tax liabilities or any grounds that could result in
                  an
                  assessment, reassessment, charge or potentially adverse determination
                  by
                  any federal, state or municipal taxation authority as against the
                  Vendor
                  or the Assets;

              


      

      

        
          	 	
                  (k)

                	
                  the
                    Vendor is not in breach of any provision or condition of, nor
                    has the
                    Vendor done or omitted to do anything that, with or without the
                    giving of
                    notice or lapse or both, would constitute a breach of any provision
                    or
                    condition of, or give rise to any right to terminate or cancel
                    or
                    accelerate the maturity of any payment under, any deed of trust,
                    contract,
                    certificate, consent, permit, license or other instrument to
                    which the
                    Vendor is a party, by which the Vendor is bound or from which
                    the Vendor
                    derives benefit, or any judgment, decree, order, rule or regulation
                    of any
                    Court or governmental authority to which the Vendor is subject,
                    or any
                    statute or regulation applicable to the Vendor, to an extent
                    that, in the
                    aggregate, has a material adverse affect on the Vendor or the
                    Assets;

                


        

         

      

      
        	 	
                (l)

              	
                the
                  Vendor is not required to obtain any authorizations, approvals,
                  or waivers
                  that may be necessary or desirable in connection with the transactions
                  contemplated in this Agreement;

              


      

      


      
        	 	
                (m)

              	
                the
                  Vendor has not committed to sell, license, distribute, option,
                  or
                  otherwise dispose of or grant any interest in all or any part of
                  the
                  Assets or agree to do or perform any act or enter into any transaction
                  or
                  negotiation which could reasonably be expected to interfere with
                  this
                  Agreement or which would render inaccurate any of the representations,
                  warranties or covenants set forth in this
                  Agreement;

              


      

      


      
        	 	
                (n)

              	
                the
                  execution and delivery of this Agreement and the agreements contemplated
                  hereby have been duly authorized by all necessary action, corporate
                  or
                  otherwise, or will have been so authorized at the relevant
                  time;

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	 	
                (o)

              	
                this
                  Agreement constitutes a legal, valid and binding obligation of
                  the Vendor
                  enforceable against it in accordance with its terms, except as
                  enforcement
                  may be limited by laws of general application affecting the rights
                  of
                  creditors;

              


      

       

      
        	 	
                (p)

              	
                no
                  proceedings are pending for, and the Vendor is unaware of, any
                  basis for
                  the institution of any proceedings leading to its respective dissolution
                  or winding up, or the placing of it in bankruptcy or subject to
                  any other
                  laws governing the affairs of insolvent
                  companies;

              


      

       

       

      
        
          	 	
                  (q)

                	
                  the
                    making of this Agreement and the completion of the transactions
                    contemplated hereby and the performance of and compliance with
                    the terms
                    hereof does not and will not:

                


        

         

         

        
          
             

            
              	 	 	(i) 	conflict with or result in a
                      breach of or
                      violate any of the terms, conditions or provisions of the Vendor’s
                      constating documents; 


            

             

            
              
                	 	 	(ii) 	conflict  with 
                        or result in a
                        breach of  or  violate any of  the  terms,
                        conditions
                        or provisions  of  any   law,
                        judgment, order,
                         injunction, decree, regulation or 
	
                      	 	 	
                        ruling conflict
                          with or result in a breach
                          of or violate any of the terms, conditions or provisions
                          of any law,
                          judgment, order, injunction, decree, regulation or ruling
                          of any court or
                          governmental authority, domestic or foreign, to which the
                          Vendor is
                          subject, or constitute or result in a default under any
                          agreement,
                          contract or commitment to which the Vendor is a
                          party;

                      


              

               

            

          

        

      

      
        
          	 	 	(iii) 	
                  give
                    to any party the right of termination,
                    cancellation or acceleration in or with respect to any agreement,
                    contract
                    or commitment to which the Vendor is a
                    party;

                


        

         

      

      
        
          	 	 	(iv) 	give to  any government or
                  governmental
                  authority, or any  municipality or any subdivision 
                  thereof,  including any governmental department, 
                  commission, 
	 	 	 	
                  bureau,
                    board or administration agency, any
                    right of termination, cancellation or suspension of, or constitute
                    a
                    breach of or result in a default under, any permit, license,
                    control or
                    authority issued to the Vendor which is necessary or desirable
                    in
                    connection with the conduct and operations of its respective
                    Business and
                    the ownership or leasing of its respective Assets or other assets;
                    or
 


        

         

        
          
            	 	 	(v) 	constitute  a  default
                    by,  or
                    any event  which, with the giving of notice or lapse of
                    time or
                    both,  might constitute  an  event of default,
                    under any
                    agreement,
	
                  	 	 	
                    contract,
                      indenture or
                      other  constitute a default by, or any event
                      which, with the
                      giving of notice or lapse of time or both, might constitute
                      an event of
                      default, under any agreement, contract, indenture or other
                      instrument of
                      the Vendor which would give any party to that agreement, contract,
                      indenture or other instrument the right to terminate, accelerate,
                      modify,
                      or effect any act which would materially negatively affect
                      the
                      Assets; 

                  


          

           

          
            


            
              	 	
                      (r)

                    	
                      the
                        Vendor is not aware of any fact or circumstance which has
                        not been
                        disclosed to the Purchaser which should be disclosed in order
                        to prevent
                        the representations, warranties and covenants contained in
                        this section
                        from being misleading or which would likely affect the decision
                        of the
                        Purchaser to enter into this Agreement;


                    


            

          

           

           

          
            


            
              	 	
                      (s)

                    	
                      neither
                        this Agreement nor any other document, certificate or statement
                        furnished
                        to the Purchaser by or on behalf of the Vendor in connection
                        with the
                        transactions contemplated hereby knowingly or negligently
                        contains any
                        untrue or incomplete statement of material fact or omits
                        to state a
                        material fact necessary in order to make the statements therein
                        not
                        misleading which would likely affect the decision of the
                        Purchaser to
                        enter into this Agreement; and

                    


            

             

            
              


              
                	 	
                        (t)

                      	
                        the
                          Vendor will employ good faith, due diligence, and best
                          efforts to perform
                          its obligations of this Agreement and will enter into such
                          additional or
                          collateral agreements as may be reasonably required by
                          the Purchaser to
                          effect and complete the objects and intent of this
                          Agreement.

                      


              

               

               

              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

       

      4.2  Continuity
        of the Representations, Warranties and Covenants by the
        Vendor.
        The
        representations, warranties and covenants by the Vendor contained in this
        Article, or in any certificates or documents delivered pursuant to the
        provisions of this Agreement or in connection with the transactions contemplated
        hereby, will be true at and as of the Effective Date. Notwithstanding any
        investigations or inquiries made by the Purchaser or by the Purchaser’s
        professional advisors, or the waiver of any condition by the Purchaser, the
        representations, warranties and covenants of the Vendor contained in this
        Article shall continue in full force and effect for a period of twelve (12)
        months from the Effective Date; provided, however, that the Vendor shall
        not be
        responsible for the breach of any representation, warranty or covenant of
        the
        Vendor contained herein caused by any act or omission of the Purchaser. In
        the
        event that any of the representations, warranties or covenants of the Vendor
        are
        found by a Court of competent jurisdiction to be incorrect and such
        incorrectness results in any loss or damage sustained, directly or indirectly,
        by the Purchaser, then the Vendor will pay the amount of such loss or damage
        to
        the Purchaser within 30 calendar days of receiving notice of judgment therefor;
        provided that the Purchaser will not be entitled to make any claim unless
        the
        loss or damage suffered may exceed the amount of $10,000.

      


      


      Article
        5

      WARRANTIES,
        REPRESENTATIONS AND COVENANTS BY THE PURCHASER

      


      5.1  Warranties,
        Representations and Covenants by the Purchaser.
        In
        order to induce the Vendor to enter into and consummate this Agreement, the
        Purchaser hereby warrants to and represents to the Vendor that, to the best
        of
        the informed knowledge, information and belief of the Purchaser, after having
        made due inquiry:

      


      (a) the
        Purchaser is duly incorporated under the laws of its jurisdiction of
        incorporation and is validly existing and in good standing with respect to
        all
        statutory filings required by the applicable corporate laws;

      


      
        	 	
                (b)

              	
                the
                  execution and delivery of this Agreement and the agreements contemplated
                  hereby has been duly authorized by all necessary corporate action
                  on its
                  part;

              


      

      


      
        	 	
                (c)

              	
                there
                  are no consents, approvals or conditions precedent to the performance
                  of
                  this Agreement;

              


      

      


      
        	 	
                (d)

              	
                this
                  Agreement constitutes a legal, valid and binding obligation of
                  the
                  Purchaser enforceable against the Purchaser in accordance with
                  its terms,
                  except as enforcement may be limited by laws of general application
                  affecting the rights of creditors;

              


      

      


      
        	 	
                (e)

              	
                no
                  proceedings are pending for, and the Purchaser is unaware of, any
                  basis
                  for the institution of any proceedings leading to the dissolution
                  or
                  winding up of the Purchaser or the placing of the Purchaser in
                  bankruptcy
                  or subject to any other laws governing the affairs of insolvent
                  companies;

              


      

      


      
        	 	
                (f)

              	
                the
                  Purchaser is not in breach of any laws, ordinances, statutes, regulations,
                  by-laws, orders or decrees to which it is subject or which apply
                  to
                  it;

              


      

      


      
        	 	
                (g)

              	
                there
                  has been and there will be prepared and filed on a timely basis
                  all
                  federal and state income tax returns, elections and designations,
                  and all
                  other governmental returns, notices and reports of which the Purchaser
                  had, or ought reasonably to have had, knowledge required to be
                  or
                  reasonably capable of being filed with respect to the operations
                  of the
                  Purchaser, and no such returns, elections, designations, notices
                  or
                  reports contain or will contain any material misstatement or omit
                  any
                  material statement that should have been included, and each such
                  return,
                  election, designation, notice or report, including accompanying
                  schedules
                  and statements, is and will be true, correct and complete in all
                  material
                  respects;

              


      

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                (h)

              	
                the
                  making of this Agreement and the completion of the transactions
                  contemplated hereby and the performance of and compliance with
                  the terms
                  hereof does not and will not:

              


      

      


      
        	 	 	
                (i)

              	
                conflict
                  with or result in a breach of or violate any of the terms, conditions
                  or
                  provisions of the constating documents of the
                  Purchaser;

              


      

      


      
        	 	 	
                (ii)

              	
                conflict
                  with or result in a breach of or violate any of the terms, conditions
                  or
                  provisions of any law, judgment, order, injunction, decree, regulation
                  or
                  ruling of any Court or governmental authority, domestic or foreign,
                  to
                  which the Purchaser is subject, or constitute or result in a default
                  under
                  any agreement, contract or commitment to which the Purchaser is
                  a
                  party;

              


      

      


      
        	 	 	
                (iii)

              	
                give
                  to any party the right of termination, cancellation or acceleration
                  in or
                  with respect to any agreement, contract or commitment to which
                  the
                  Purchaser is a party;

              


      

      


      
        	 	 	
                (iv)

              	
                give
                  to any government or governmental authority, or any municipality
                  or any
                  subdivision thereof, including any governmental department, commission,
                  bureau, board or administration agency, any right of termination,
                  cancellation or suspension of, or constitute a breach of or result
                  in a
                  default under, any permit, license, control or authority issued
                  to the
                  Purchaser which is necessary or desirable in connection with the
                  conduct
                  and operations of its business and the ownership or leasing of
                  its
                  business assets; or

              


      

      


      
        	 	 	
                (v)

              	
                constitute
                  a default by the Purchaser, or any event which, with the giving
                  of notice
                  or lapse of time or both, might constitute an event of default,
                  under any
                  agreement, contract, indenture or other instrument relating to
                  any
                  indebtedness of the Purchaser which would give any party to that
                  agreement, contract, indenture or other instrument the right to
                  accelerate
                  the maturity for the payment of any amount payable under that agreement,
                  contract, indenture or other
                  instrument;

              


      

      


      
        	 	
                (i)

              	
                neither
                  this Agreement nor any other document, certificate or statement
                  furnished
                  to the Vendor by or on behalf of the Purchaser in connection with
                  the
                  transactions contemplated hereby knowingly or negligently contains
                  any
                  untrue or incomplete statement of material fact or omits to state
                  a
                  material fact necessary in order to make the statements therein
                  not
                  misleading; 

              


      

       

      
        
          	 	
                  (j)

                	
                  the
                    Purchaser is not aware of any fact or circumstance which has
                    not been
                    disclosed to the Vendor which should be disclosed in order to
                    prevent the
                    representations, warranties and covenants contained in this section
                    from
                    being misleading or which would likely affect the decision of
                    the Vendor
                    to enter into this Agreement;
                    and

                


        


        
          	 	
                  (k)

                	
                  
                    the
                      Purchaser will employ good faith, due diligence, and best efforts
                      to
                      perform its obligations of this Agreement and will enter into
                      such
                      additional or collateral agreements as may be reasonably required
                      to
                      effect and complete the objects and intent of this
                      Agreement.

                  

                


        

         

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

      

      5.2  Continuity
        of the Representations, Warranties and Covenants by the
        Purchaser.
        The
        representations, warranties and covenants of the Purchaser contained in this
        Article, or in any certificates or documents delivered pursuant to the
        provisions of this Agreement or in connection with the transactions contemplated
        hereby, will be true at and as of the Effective Date. Notwithstanding any
        investigations or inquiries made by the Vendor or by the Vendor’s respective
        professional advisors prior to the Effective Date, or the waiver of any
        condition by the Vendor, the representations, warranties and covenants of
        the
        Purchaser contained in this Article shall survive the Effective Date and
        shall
        continue in full force and effect for a period of twelve (12) months from
        the
        Effective Date; provided, however, that the Purchaser shall not be responsible
        for the breach of any representation, warranty or covenant of the Purchaser
        contained herein caused by any act or omission of the Vendor. In the event
        that
        any of the said representations, warranties or covenants are found by a Court
        of
        competent jurisdiction to be incorrect and such incorrectness results in
        any
        loss or damage sustained, directly or indirectly, by the Vendor, then the
        Purchaser will pay the amount of such loss or damage to the Vendor within
        30
        calendar days of receiving notice of judgment therefor; provided that the
        Vendor
        will not be entitled to make any claim unless the loss or damage suffered
        may
        exceed the amount of $10,000.

      


      


      


      Article
        6 

      ADDITIONAL
        TERMS

      


      


      6.1  Opinions,
        Reports and Advice of the Vendor.
        The
        Vendor hereby acknowledges and agrees that all written and oral opinions,
        reports, advice and materials provided by the Vendor to the Purchaser in
        connection with the Assets hereunder are intended solely for the Purchaser’s
        benefit and for the Purchaser’s use only, and that any such written and oral
        opinions, reports, advice and information are the exclusive property of the
        Purchaser. In this regard the Vendor hereby covenants and agrees that the
        Purchaser may utilize any such opinion, report, advice and materials for
        any
        other purpose whatsoever and, furthermore, may reproduce, disseminate, quote
        from and refer to, in whole or in part, at any time and in any manner, any
        such
        opinion, report, advice and materials in its sole and absolute
        discretion.

      


      6.2  Additional
        Documents and Acts by Vendor.
        The
        Vendor will also cause or deliver, or cause to be delivered, to the Purchaser,
        at the times stipulated, the following:

      


      
        	 	
                (a)

              	
                upon
                  the request of the Purchaser, all documentation as may be necessary
                  and as
                  may be required by counsel for the Purchaser, acting reasonably,
                  to ensure
                  that all of the Assets have been duly transferred, assigned and
                  are
                  registerable in the name of and for the benefit of the Purchaser
                  under
                  applicable corporate laws and including, without limitation, all
                  necessary
                  deeds, conveyances, bills of sale, assurances, transfers, contract
                  assignments, sales agreement assignments, development agreement
                  assignments, royalty assignments, license assignments, manufacturing
                  agreement assignments, supply agreement assignments, consents and
                  any
                  other documents necessary or reasonably required effectively to
                  transfer
                  all of the Assets and the business of the Assets to the Purchaser
                  with a
                  good and marketable title, free and clear of all mortgages, liens,
                  charges, pledges, claims, security interests or encumbrances
                  whatsoever;

              


      

      


      
        	 	
                (b)

              	
                within
                  10 days of the Effective Date, a certified copy of the resolutions
                  of the
                  directors and shareholders of the Vendor authorizing the transfer
                  by the
                  Vendor to the Purchaser of all of the Assets in accordance with
                  the terms
                  of this Agreement;

              


      

      


      
        	 	
                (c)

              	
                within
                  30 days of the Effective Date, all necessary consents and approvals
                  in
                  writing to the completion of the transactions contemplated herein
                  and
                  including, without limitation, approval from all Regulatory Authorities
                  having jurisdiction over the Vendor and the Assets or a certificate
                  of
                  counsel of the Vendor that no such consents are required;
                  and

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                (d)

              	
                within
                  30 days of the Effective Date all records, engineering specifications
                  and
                  reports, patents, books, and other documentation pertinent to the
                  Assets
                  and all molds, inventory, customer lists, supply contracts, manufacturing
                  contracts, and all and every part of such matters pertaining to
                  the
                  Assets.

              


      

      


      


      6.3  Additional
        Documents and Acts by Purchaser.
        The
        Purchaser will also cause or deliver, or cause to be delivered, to the Vendor
        or
        the Shareholders, as appropriate, at the times stipulated, the
        following:

      


      (a) within
        ___ days of the date of this Agreement, the Purchaser shall pay
        $____________________, and shall issue ______________________ shares into
        the
        name of ____________________________.

      


      


      6.4  Non-disclosure.
        The
        Parties hereto, for themselves, their officers, directors, shareholders,
        consultants, employees and agents, agree that they each will not disseminate
        or
        disclose, or knowingly allow, permit or cause others to disseminate or disclose
        to third parties who are not subject to express or implied covenants of
        confidentiality, without the other Parties’ express written consent, either: (i)
        the fact or existence of this Agreement or discussions and/or negotiations
        between them involving, inter
        alia,
        possible business transactions; (ii) the possible substance or content of
        those
        discussions; (iii) the possible terms and conditions of any proposed
        transaction; (iv) any statements or representations (whether verbal or written)
        made by either Party in the course of or in connection with those discussions;
        or (v) any written material generated by or on behalf of any Party and such
        contacts, other than such disclosure as may be required under applicable
        securities legislation or regulations, pursuant to any order of a Court or
        on a
“need to know” basis to each of the Parties’ respective professional
        advisors.

      


      


      6.5  Confidential
        Information.
        Each
        Party hereto acknowledges that any and all information which a Party may
        obtain
        from, or have disclosed to it, about the other Parties constitutes valuable
        trade secrets and proprietary confidential information of the other Parties
        (collectively, the “Confidential
        Information”).
        No
        such Confidential Information shall be published by any Party without the
        prior
        written consent of the other Parties hereto, however, such consent in respect
        of
        the reporting of factual data shall not be unreasonably withheld, and shall
        not
        be withheld in respect of information required to be publicly disclosed pursuant
        to applicable securities or corporation laws. Furthermore, each Party hereto
        undertakes not to disclose the Confidential Information to any third party
        without the prior written approval of the other Parties and to ensure that
        any
        third party to which the Confidential Information is disclosed shall execute
        an
        agreement and undertaking on the same terms as contained herein.

      


      6.6      Impact
        of Breach of Confidentiality.
        The
        Parties hereto acknowledge that the Confidential Information is important
        to the
        respective businesses of each of the Parties and that, in the event of
        disclosure of the Confidential Information, except as authorized hereunder,
        the
        damage to each of the Parties hereto, or to either of them, may be irreparable.
        For the purposes of the foregoing sections the Parties recognize and hereby
        agree that a breach by any of the Parties of any of the covenants therein
        contained would result in irreparable harm and significant damage to each
        of the
        other Parties that would not be adequately compensated for by monetary award.
        Accordingly, the Parties agree that in the event of any such breach, in addition
        to being entitled as a matter of right to apply to a Court of competent
        equitable jurisdiction for relief by way of restraining order, injunction,
        decree or otherwise as may be appropriate to ensure compliance with the
        provisions hereof, any such Party will also be liable to the other Parties,
        as
        liquidated damages, for an amount equal to the amount received and earned
        by
        such Party as a result of and with respect to any such breach. The Parties
        also
        acknowledge and agree that if any of the aforesaid restrictions, activities,
        obligations or periods are considered by a Court of competent jurisdiction
        as
        being unreasonable, the Parties agree that said Court shall have authority
        to
        limit such restrictions, activities or periods as the court deems proper
        in the
        circumstances. In addition, the Parties further acknowledge and agree that
        all
        restrictions or obligations in this Agreement are necessary and fundamental
        to
        the protection of the respective businesses of each of the Parties and are
        reasonable and valid, and all defenses to the strict enforcement thereof
        by
        either of the Parties are hereby waived by the other Parties.

      


       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      6.7  Events.
        If any
        Party hereto is at any time prevented or delayed in complying with any
        provisions of this Agreement by reason of strikes, walk-outs, labour shortages,
        power shortages, fires, wars, acts of God, earthquakes, storms, floods,
        explosions, accidents, protests or demonstrations by environmental lobbyists
        or
        native rights groups, delays in transportation, breakdown of machinery,
        inability to obtain necessary materials in the open market, unavailability
        of
        equipment, governmental regulations restricting normal operations, shipping
        delays or any other reason or reasons beyond the control of that Party, then
        the
        time limited for the performance by that Party of its respective obligations
        hereunder shall be extended by a period of time equal in length to the period
        of
        each such prevention or delay.

      


      6.8  Notice.
        A Party
        shall, within seven calendar days, give notice to the other Party of each
        event
        of force
        majeure
        under
        section “14.1” hereinabove, and upon cessation of such event shall furnish the
        other Party with notice of that event together with particulars of the number
        of
        days by which the obligations of that Party hereunder have been extended
        by
        virtue of such event of force
        majeure
        and all
        preceding events of force
        majeure.

      


      


      6.9  Default.
        The
        Parties hereto agree that if any Party hereto is in default with respect
        to any
        of the provisions of this Agreement (herein called the “Defaulting
        Party”),
        the
        non-defaulting Party (herein called the “Non-Defaulting
        Party”)
        shall
        give notice to the Defaulting Party designating such default, and within
        10
        calendar days after its receipt of such notice, the Defaulting Party shall
        cure
        such default, or commence proceedings to cure such default and prosecute
        the
        same to completion without undue delay.

      


      


      6.10  Indemnification.
        The
        Parties hereto agree to indemnify and save harmless the other Party hereto,
        including its respective affiliates and their respective directors, officers,
        employees and agents (each such party being an “Indemnified
        Party”)
        from
        and against any and all losses, claims, actions, suits, proceedings, damages,
        liabilities or expenses of whatever nature or kind, including any investigation
        expenses incurred by any Indemnified Party, to which an Indemnified Party
        may
        become subject by reason of an act or inaction of the other Party.

      


      6.11  Claim
        of Indemnification.
        The
        Parties hereto agree to waive any right they might have of first requiring
        the
        Indemnified Party to proceed against or enforce any other right, power, remedy,
        security or claim payment from any other person before claiming this
        indemnity.

      


      6.12  Notice
        of Claim.
        In case
        any action is brought against an Indemnified Party in respect of which indemnity
        may be sought against any of the Parties hereto, the Indemnified Party will
        give
        the relevant Party hereto prompt written notice of any such action of which
        the
        Indemnified Party has knowledge and such Party will undertake the investigation
        and defense thereof on behalf of the Indemnified Party, including the prompt
        retaining of counsel acceptable to the Indemnified Party affected and the
        payment of all expenses. Failure by the Indemnified Party to so notify shall
        not
        relieve any Party hereto of such Party’s obligation of indemnification hereunder
        unless (and only to the extent that) such failure results in a forfeiture
        by any
        Party hereto of substantive rights or defenses.

      


      6.13  Settlement.
        No
        admission of liability and no settlement of any action shall be made without
        the
        consent of the Indemnified Party affected, such consent not to be unreasonably
        withheld.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      6.14  Legal
        Proceedings.
        Notwithstanding that the relevant Party hereto will undertake the investigation
        and defense of any action, an Indemnified Party will have the right to employ
        separate counsel in any such action and participate in the defense thereof,
        but
        the fees and expenses of such counsel will be at the expense of the Indemnified
        Party unless:

      


      
        	 	
                (a)

              	
                such
                  counsel has been authorized by the relevant Party
                  hereto;

              


      

      


      
        	 	
                (b)

              	
                the
                  relevant Party hereto has not assumed the defense of the action
                  within a
                  reasonable period of time after receiving notice of the
                  action;

              


      

      


      
        	 	
                (c)

              	
                the
                  named parties to any such action include that any Party hereto
                  and the
                  Indemnified Party shall have been advised by counsel that there
                  may be a
                  conflict of interest between any Party hereto and the Indemnified
                  Party;
                  or

              


      

      


      
        	 	
                (d)

              	
                there
                  are one or more legal defenses available to the Indemnified Party
                  which
                  are different from or in addition to those available to any Party
                  hereto.

              


      

      


      


      6.15  Notice.
        Each
        notice, demand or other communication required or permitted to be given under
        this Agreement shall be in writing and shall be sent by prepaid registered
        mail
        addressed to the Party entitled to receive the same, or delivered to such
        Party,
        at the address for such Party specified above. The date of receipt of such
        notice, demand or other communication shall be the date of delivery thereof
        if
        delivered, or, if given by registered mail as aforesaid, shall be deemed
        conclusively to be the third calendar day after the same shall have been
        so
        mailed, except in the case of interruption of postal services for any reason
        whatsoever, in which case the date of receipt shall be the date on which
        the
        notice, demand or other communication is actually received by the addressee.
        Either Party may at any time and from time to time notify the other Party
        in
        writing of a change of address and the new address to which notice shall
        be
        given to it thereafter until further change.

      


      


      Article
        7

      GENERAL
        PROVISIONS

      


      7.1  Entire
        Agreement.
        This
        Agreement constitutes the entire agreement to date between the Parties hereto
        and supersedes every previous agreement, communication, expectation,
        negotiation, representation or understanding, whether oral or written, express
        or implied, statutory or otherwise, between the Parties hereto with respect
        to
        the subject matter of this Agreement.

      


      7.2  Enurement.
        This
        Agreement will enure to the benefit of and will be binding upon the Parties
        hereto, their respective heirs, executors, administrators and
        assigns.

      


      7.3  Schedules.
        The
        Schedules to this Agreement are hereby incorporated by reference into this
        Agreement in its entirety.

      


      7.4  Time
        of the Essence.
        Time
        will be of the essence of this Agreement.

      


      7.5  Representation
        and Costs.
        It is
        hereby acknowledged by each of the Parties hereto that, as between the Parties
        hereto, John D. Briner Law Corporation, acts solely for the Purchaser, and
        that
        the Vendor has been advised to obtain independent legal advice with respect
        to
        their respective reviews and execution of this Agreement. In addition, it
        is
        hereby further acknowledged and agreed by the Parties hereto that each Party
        to
        this Agreement will bear and pay its own costs, legal and otherwise, in
        connection with its respective preparation, review and execution of this
        Agreement and, in particular, that the costs involved in the preparation
        of this
        Agreement, and all documentation necessarily incidental thereto, shall be
        at the
        cost of the Purchaser.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
7.6  Applicable
        Law.
        The
        situs of this Agreement is Phoenix, Arizona, and for all purposes this Agreement
        will be governed exclusively by and construed and enforced in accordance
        with
        the laws and Courts prevailing in the State of Arizona.

      


      7.7  Further
        Assurances.
        The
        Parties hereto hereby, jointly and severally, covenant and agree to forthwith,
        upon request, execute and deliver, or cause to be executed and delivered,
        such
        further and other deeds, documents, assurances and instructions as may be
        required by the Parties hereto or their respective counsel in order to carry
        out
        the true nature and intent of this Agreement.

      


      7.8  Currency.
        Unless
        otherwise stipulated, all payments required to be made pursuant to the
        provisions of this Agreement and all money amount references contained herein
        are in lawful currency of the U.S.A.

      


      7.9  Severability
        and Construction.
        Each
        Article, section, paragraph, term and provision of this Agreement, and any
        portion thereof, shall be considered severable, and if, for any reason, any
        portion of this Agreement is determined to be invalid, contrary to or in
        conflict with any applicable present or future law, rule or regulation in
        a
        final unappealable ruling issued by any court, agency or tribunal with valid
        jurisdiction in a proceeding to any of the Parties hereto is a party, that
        ruling shall not impair the operation of, or have any other effect upon,
        such
        other portions of this Agreement as may remain otherwise intelligible (all
        of
        which shall remain binding on the Parties and continue to be given full force
        and agreement as of the date upon which the ruling becomes final).

      


      7.10  Captions.
        The
        captions, section numbers and Article numbers appearing in this Agreement
        are
        inserted for convenience of reference only and shall in no way define, limit,
        construe or describe the scope or intent of this Agreement nor in any way
        affect
        this Agreement.

      


      7.11  Counterparts.
        This
        Agreement may be signed by the Parties hereto in as many counterparts as
        may be
        necessary and, if required, by facsimile, each of which so signed being deemed
        to be an original, and such counterparts together shall constitute one and
        the
        same instrument and notwithstanding the date of execution will be deemed
        to bear
        the Execution Date as set forth on the front page of this Agreement.


      


      7.12  Consents
        and Waivers.
        No
        consent or waiver expressed or implied by either Party hereto in respect
        of any
        breach or default by any other Party in the performance by such other of
        its
        obligations hereunder shall:

      


      
        	 	
                (a)

              	
                be
                  valid unless it is in writing and stated to be a consent or waiver
                  pursuant to this section;

              


      

      


      
        	 	
                (b)

              	
                be
                  relied upon as a consent to or waiver of any other breach or default
                  of
                  the same or any other obligation;

              


      

      


      
        	 	
                (c)

              	
                constitute
                  a general waiver under this Agreement;
                  or

              


      

      


      
        	 	
                (d)

              	
                eliminate
                  or modify the need for a specific consent or waiver pursuant to
                  this
                  section in any other or subsequent
                  instance.

              


      

       

       

      
 

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF
        each of
        the Parties hereto has set their respective hands and seals in the presence
        of
        their duly authorized signatories as of the Execution Date determined
        hereinabove.

                                
)

                                                                                        
        )

      SAMI
        SALABI                                               
        )

      


      


      


      


      The
        COMMON SEAL of    )

      THE
        TRADESHOW MARKETING ) 

      COMPANY
        LTD     )

      the
        Purchaser
        herein,                                                )

      was
        hereunto affixed in the presence of:  )   (C/S)

                                                                                         
         )

                                                                                          
        )

                                                                                          
        )

      Authorized
        Signatory                                            
          )

      


      


      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        “A”

      


      


      THIS
        IS SCHEDULE “A”
        to the
        Asset Purchase Agreement dated the ___ day of _____________, 2005.

      


      


      


      


      The
        Assets

      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      Schedule
        “B”:

      Assignment
        of Lease for Paradise Valley Mall outlet

       

       

       

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      Schedule
        “C”:

      Assignment
        of Lease for Arrowhead Town Center outlet

       

       

       

      17