EXHIBIT 1
ACQUISITION AGREEMENT
AGREEMENT made as of the 1st day of June, 2004 between
Transportation Logistics Int'l, Inc., a Colorado corporation ("TLI") and the
members of Advanced Medical Diagnostics LLC ("AMD") who are identified on the
signature page of this Agreement (the "Members").
WHEREAS, TLI desired to acquire sole ownership of AMD, and the
Members desire to associate AMD with TLI, on the terms and subject to the
conditions herein.
NOW, THEREFORE, it is agreed:
1. Assignment of Membership Interests. The Members hereby assign
to TLI their respective membership interests in AMD, as follows:
Membership
Member Interest
--------------------------------------------
Michael Gilbert 29.5%
Michael Allora 23.5%
Nicholas Olivieri 23.5%
The Margolies Family Trust 23.5%
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.
a. The officers of AMD after completion of this acquisition will be:
President - Michael Gilbert
Vice President - Michael Allora
Vice President - Nichola Olivieri
b Promptly after the execution of this Agreement, TLI will issue
a total of two hundred thousand (200,000) shares of its common stock to the
officers of AMD. The shares will be issued pursuant to the terms of TLI's
2004 Equity Incentive Plan, which is being registered with the Securities and
Exchange Commission on Form S-8. Accordingly, the shares issued to the
officers will be unrestricted. The shares will be allocated among the
officers thus:
Michael Gilbert: 106,000
Michael Alora: 47,000
Nicholas Olivieri: 47,000
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200,000
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4. Representations and Warranties of Members. The Members, jointly and
severally, represent and warrant to TLI that:
a. The membership interests being assigned hereunder are all of the
membership interests in AMD. There are no liens or encumbrances on any of the
membership interests. The copy of the Operating Agreement of AMD previously
delivered to TLI is true and complete.
b. AMD is not party to any litigation, nor has any claim been made
against AMD that could result in litigation. AMD is not aware of any
investigation by any government agency involving AMD or its business.
c. AMD 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 AMD, as presently conducted, does not violate the intellectual
property rights of any person or entity.
5. Representations and Warranties of TLI. TLI represents and warrants
to the Members that:
a. Prior to the issuance of shares hereunder, there were 39,548,339
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/Michael Margolies /s/Michael Gilbert
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Michael Margolies, Chairman Michael Gilbert
/s/ Michael Allora
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Michael Allora
/s/ Nicholas Olivieri
---------------------
Nicholas Olivieri
/s/ Elaine Margolies
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Elaine Margolies, Trustee of
The Margolies Family Trust
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