ACQUISITION AGREEMENT
AGREEMENT made as of the 1st day of October, 2004 between
Transportation Logistics Int'l, Inc., a Colorado corporation ("TLI')
and the members of J & J MARKETING, LLC ("J&J") who are identified on
the signature page of this Agreement (the "Members").
WHEREAS TLI desired to acquire eighty (80%) percent ownership
of J&J, and the Members desire to associate J&J with TLI, on the
terms and subject to the conditions herein.
NOW, THEREFORE, it is agreed:
1. Assignment of Membership Interests. The Members hereby sell
and assign to TLI their respective membership interests in J&J, as
follows:
Membership
Member - Interest to TLI
---------------- ---------------
Xxxx Xxxxx 40% of J&J
Xxxxxxx Xxxxx 40% of J&J
2. Issuance of Shares. In consideration of the foregoing
assignment, TLI will issue to the Members a total of one hundred
thousand (100,000) shares of its common stock, no par value (the
"Shares"). The Shares will be allocated among the Members in
proportion to their membership interests listed above. The Members
hereby represent that they are taking the Shares for investment,
without a present intention of transferring or distributing the
Shares.
3. Employment. The officers of J&J after completion of this
acquisition will be:
President - Xxxx Xxxxx
Chairman - Xxxxxxx Xxxxx
4. Option - an option representing the right to purchase, in
certain circumstances, an additional interest in J & J in the form of
Exhibit A hereto (the "Option")
5. Representations and Warranties of Members. The Members,
jointly and severally, represent and warrant to TLI that:
a. The membership interests being assigned hereunder together
with the twenty (20%) membership interests retained by the Members are
all of the membership interests in J&J. There are no liens or
encumbrances on any of the membership interests. The copy of the
Operating Agreement of J&J attached herewith as Exhibit A is true and
complete.
b. J&J is not party to any litigation, nor has any claim been
made against J&J that could result in litigation. J&J is not aware of
any investigation by any government agency involving J&J or its
business.
c. J&J owns or has licenses to all of the intellectual property
used in its business. To the best knowledge of the Members, the
conduct of the business of J&J, as presently conducted, does not
violate the intellectual property rights of any person or entity.
d. The financial statements covering the periods through June
30, 2004 are attached herewith as Exhibit B and are true and correct
in all respects.
6. Representations and Warranties of TLI. TLI represents and
warrants to the Members that:
a. Prior to the issuance of shares hereunder, there were
49,848,347 shares of TLI common stock issued and outstanding.
b. This agreement and the issuance of the shares undertaken
herein has been approved by the Board of Directors of TLI and does not
require the approval of the shareholders of TLI. The transactions
contemplated by this Agreement will not violate any rule, order or
covenant binding on TLI.
c. TLI has filed all reports with the Securities and Exchange
Commission that are required by the Securities Exchange Act of 1934
and the Regulations thereunder.
d. The common stock of TLI is quoted on the OTC Bulletin Board.
TLI has not received notice that the NASD contemplates delisting its
common stock from the OTC Bulletin Board,
IN WITNESS WHEREOF, the parties have made this agreement as of
the date written on its first page.
TRANSPORTATION LOGISTICS MEMBERS:
INT'L, INC.
By: /s/ Xxxxxxx Xxxxxxxxx /s/ Xxxx Xxxxx
--------------------------------- ---------------------
Xxxxxxx Xxxxxxxxx, Chairman Xxxx Xxxxx
/s/ Xxxxxxx Xxxxx
---------------------
Xxxxxxx Xxxxx
