highpt8kex10a_103107.htm


     

    
      

      

    

    


    Exhibit
      10.a

     

    


     

    STOCK
      PURCHASE AGREEMENT

     

    


     

    THIS
      STOCK
      PURCHASE AGREEMENT, made and entered into as of October
      17,2007, by and among High Point Transport, Inc., a Florida corporation,
      (“HPTI”),  Anthony Vallone, Sr. (“Mr. Vallone”) the sole stockholder
      of Cannon Freight Systems, Inc., a Michigan corporation, (“CFSI”), and CFSI for
      the purpose of its representations, warranties and deliverables set forth
      herein.

     

    W
      I T
      N E S S E T H :

     

    WHEREAS,
      HPTI is planning to acquire
      one or more trucking companies and in preparing so to do has filed a
      registration statement under the Securities Exchange Act of 1934, as amended,
      on
      Form 10-SB; and

     

    WHEREAS,
      CFSI is a trucking company
      with its headquarters office located in 25325 Henry B. Joy Blvd., Harrison
      Township, Michigan; and

     

    WHEREAS,
      HPTI desires to acquire CFSI
      as a going concern by purchase of all of CFSI’s issued and outstanding equity
      securities (“CFSI’s Securities”) and thereafter to operate the business so
      acquired; and

     

    WHEREAS,
      Mr. Vallone desires to sell
      all of CFSI’s Securities that he owns to HPTI and for CFSI to be acquired by
      HPTI, as contemplated by this Agreement; and

     

    NOW,
      THEREFORE, for valuable
      consideration, the receipt and sufficiency of which the parties acknowledge,
      the
      parties agree as follows:

     

    ARTICLE
      I

    PRELIMINARY
      MATTERS

     

    Section
      1.01.  Recitals.  The parties acknowledge the
      recitals herein above set forth in the preamble are correct, and are, by this
      reference, incorporated herein and are made a part of this
      Agreement.

     

    Section
      1.02.  Exhibits
      and Schedules.  Exhibits (which are documents to be executed and
      delivered at the Closing by the party identified therein or in the provision
      requiring its delivery) and Schedules (which are attachments setting forth
      information about a party identified therein or in the provision requiring
      its
      attachment) referred to herein and annexed hereto are, by this reference,
      incorporated herein and made a part of this Agreement, as if set forth fully
      herein.

     

    Section
      1.03.  Use of
      words and phrases.  Natural persons may be identified by last
      name, with such additional descriptors as may be desirable.  The words
“herein,” “hereby,” “hereunder,” “hereof,” “herein before,” “hereinafter” and
      any other equivalent words refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision hereof.  The words,
      terms and phrases defined herein and any pronoun used herein shall include
      the
      singular, plural and all genders.  The word “and” shall be construed
      as a coordinating conjunction unless the context clearly indicates that it
      should be construed as a copulative conjunction.

     

    


    
      
        
                

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    Section
      1.04.  Accounting
      terms.  All accounting terms not otherwise defined herein shall
      have the meanings assigned to them under generally accepted accounting
      principles unless specifically referenced to regulatory accounting
      principles.

     

    Section
      1.05.  Calculation
      of time lapse or passage; Action required on holidays.  When a
      provision of this Agreement requires or provides for the calculation of the
      lapse or passage of a time period, such period shall be calculated by treating
      the day on which the event which starts the lapse or passage occurs as zero;
      provided, that this provision shall not apply to any provision which specifies
      a
      certain day for action or payment, e.g. the first day of each calendar
      month.  Unless otherwise provided, the term “month” shall mean a
      period of thirty days and the term “year” shall mean a period of 360 days,
      except that the terms “calendar month” and “calendar year” shall mean the actual
      calendar period indicated.  If any day on which action is required to
      be taken or payment is required to be made under this Agreement is not a
      Business Day (Business Day being a day on which national banks are open for
      business where the actor or payor is located), then such action or payment
      shall
      be taken or made on the next succeeding Business Day.

     

    Section
      1.06.  Use of
      titles, headings and captions.  The titles, headings and captions
      of articles, sections, paragraphs and other subdivisions contained herein are
      for the purpose of convenience only and are not intended to define or limit
      the
      contents of said articles, sections, paragraphs and other
      subdivisions.

     

    ARTICLE
      II

    TERMS
      OF THE TRANSACTIONS

     

    Section
      2.01.    Stock purchase
      transaction.  In accordance with the terms of this Agreement, on
      the Closing Date, HTPI shall purchase from Mr. Vallone and Mr. Vallone shall
      sell to HTPI all of CFSI’s Securities.

     

    Section
      2.02.  Consideration.  The purchase price for CFSI’s
      Securities, shall be

    


    
      	
              (a)

            	
              One
                million dollars ($1,000,000) by bank check or bank to bank wire transfer,
                in accordance with the instructions of Mr. Vallone;

            
	
              (b)

            	
               A
                guaranteed promissory note of HTPI in the principal amount of one
                million
                dollars ($1,000,000) having such characteristics as defined in Section
                2.03(a).

            
	
              (c)

            	
              A
                convertible promissory note of HPTI in the principal amount of one
                million
                dollars ($1,000,000) having such characteristics as defined in Section
                2.03(b).

            
	
              (d)

            	
              Common
                stock of HPTI in such number of shares as is determined by dividing
                one
                million dollars ($1,000,000) by the price per share at which HPTI
                has most
                recently sold, or is committed to sell (by conversion or otherwise)
                its
                common stock prior to the Closing Date to non-affiliated
                investors.

            


    

     

    Section
      2.03.  Promissory notes.  The
      promissory notes shall have the following characteristics:

     

    
      
        	
                (a)

              	
                 The
                  guaranteed promissory note payable to Mr. Vallone and delivered
                  by HPTI
                  and identified in Section 2.02(b) shall be dated the Closing Date,
                  bear
                  interest payable at a rate of ten percent (10%) per annum paid
                  monthly,
                  shall be due and

              


      

    

    


    
      
        
                

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               controllingstockholder
                of HTPI, such limited guaranty being secured by a perfected pledge
                by Mr.
                Henley of two million shares of HTPI common
                stock.

            


    

     

    
      
        
          	
                  (b)

                	
                  
                    The
                      convertible promissory note payable to Mr. Vallone delivered
                      by HPTI and
                      identified in Section 2.02(c) shall be dated the Closing Date,
                      bear
                      interest at a rate of ten percent (10%) per annum, such accrued
                      interest
                      payable monthly during the term of the note, have a term of
                      one year, be
                      convertible, by the holder, in whole or in part at any time
                      prior to and
                      including the date of maturity into such number of shares of
                      HPTI’s common
                      stock as is determined under Section 2.02(d) be secured by
                      a pledge of and
                      a second priority security interest in the assets of CFSI and
                      have its
                      payment and performance guaranteed by HTPI.  The payment such
                      amount shall be further secured by a limited guaranty of Paul
                      A. Henley,
                      controlling stockholder of HTPI, such limited guaranty being
                      secured by a
                      perfected pledge by Mr. Henley of two million shares of HTPI
                      common
                      stock.

                  

                


        

      

       

    

    Section
      2.04.  Press
      releases.  No party will issue a press release regarding the
      subject matter of this Agreement and the transaction contemplated hereby, either
      before or after closing, without the prior approval thereof by the other party
      and its counsel.

     

    Section
      2.05.  Transaction
      costs.  Each party shall pay all costs and expenses which it
      incurs in connection with this Agreement and the transactions contemplated
      hereby; except, HPTI shall pay all fees and reimbursable expenses which Mr.
      Vallone may be obligated to pay (a) Chapman Associates and (b) Cordovano and
      Honeck LLP.

     

    ARTICLE
      III

    CLOSING
      OF THE TRANSACTION

     

    Section
      3.01.  Location,
      date and time of the Closing.  The Closing of the transaction
      contemplated by this Agreement shall take place on October 25, 2007, at 12:00
      pm
      ("Closing Date”).  The Closing shall take place at a location agreed
      to by the parties.  The acts and deliveries which occur on the Closing
      Date for the purpose of consummating the transactions contemplated by this
      Agreement and the event itself are referred to herein as the
      Closing.

     

    Section
      3.02.   Mr.
      Vallone’s and CSFI’s deliveries at the Closing.  At the Closing,
      Mr. Vallone and CFSI will deliver to HTPI:

     

    
      
        
          	
                  (a)

                	
                  Certificate
                    of good standing in CFSI’s state of incorporation and all states in which
                    it is required to qualify to do business;

                
	
                  (b)

                	
                  Certificates
                    representing all of CFSI’s Securities; and

                
	
                  (c)

                	
                  Officers’
                    and Secretary’s and Certificates of CFSI in the form set forth in Exhibits
                    “A” and “B”, respectively;

                
	
                  (d)

                	
                  A
                    resignation from any member of
                    CFSI’s board of directors other than Mr. Vallone.

                
	
                  (e)

                	
                  A
                    document reflecting Mr. Henley’s election as a director of
                    CFSI.

                
	
                  (f)

                	
                  A
                    document reflecting the mutual cancellation of Mr. Vallone’s employment
                    agreement with CFSI, subject to execution of an employment agreement
                    as
                    negotiated pursuant to this Agreement.

                
	
                  (g)

                	
                  An
                    employment agreement for Mr. Vallone as negotiated pursuant to
                    this
                    Agreement.

                
	
                  (h)

                	
                  The
                    promissory notes described in Section 2.03.

                
	
                  (i)

                	
                  A
                    promissory note of HPTI in the principal amount of $303,782.33
                    and in
                    replacement of CFSI’s liability to Mr. Vallone for loans and advances
                    reflected on the balance sheet of CFSI, payable on or before
                    April 25,
                    2008, together with interest paid monthly at ten (10) percent
                    per annum
                    beginning the Closing
                    Date.

                


        

      

    

    


    
      
        
                

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                    (h)

                  	
                    
                      The promissory notes described in Section
                        2.03.

                    

                  


          

        

         

      

      
        
          
            	
                    (i)

                  	
                    
                      A
                        promissory note of HPTI in the principal amount of $303,782.33
                        and in
                        replacement of CFSI’s liability to Mr. Vallone for loans and advances
                        reflected on the balance sheet of CFSI, payable on or before
                        April 25,
                        2008, together with interest paid monthly at ten (10) percent
                        per annum
                        beginning the Closing
                        Date.

                    

                  


          

        

         

      

    

    Section
      3.03.  HPTI’s and
      Mr. Henley’s deliveries at the Closing.  At the Closing, HPTI and
      Mr. Henley will deliver to Mr. Vallone:

     

    
      
        	
                (a)

              	
                One
                  million dollars ($1,000,000) by bank check or bank to bank wire
                  transfer,
                  in accordance with the instructions received from Mr. Vallone not
                  less
                  than two business days prior to the Closing Date;

              
	
                (b)

              	
                A
                  guaranteed promissory note of HPTI having such characteristics
                  as defined
                  in Section 2.02(b).

              
	
                (c)

              	
                 A
                  convertible promissory note(s) of HPTI having such characteristics
                  as
                  defined in Section 2.02(c).

              
	
                (d)

              	
                Common
                  stock of HPTI as provided in Section 2.02(d) registered in the
                  name of Mr.
                  Vallone, or at his election jointly with his spouse, provided the
                  election
                  together with the name and social security number of his spouse
                  is
                  delivered to HPTI not less than five business days prior to the
                  Closing.

              
	
                (e)

              	
                Officers’
                  and Secretary’s Certificates of HPTI in the form set forth in Exhibits “A”
                  and “B”, respectively.

              
	
                (f)

              	
                Employment
                  agreement for Mr. Vallone, including a “no competition” provision, in the
                  form of Exhibit “H.

              
	
                (g)

              	
                A
                  copy of HPTI’s directors and stockholders’ actions which elects Mr.
                  Vallone as a director of HPTI.

              
	
                (h)

              	
                Guaranty
                  of HPTI and of Mr. Henley of the guaranteed promissory note, together
                  with
                  a security and escrow agreement for the pledge by Mr. Henley of
                  two
                  million shares of HPTI common stock;

              
	
                (i)

              	
                Guaranty
                  of HPTI of the convertible promissory note, and

              
	
                (j)

              	
                Security
                  Agreement, together with such financing statement or statements
                  as
                  requested by Mr. Vallone.

              


      

    

     

         
      Section 3.04.  Closing Memorandum and receipts.  As
      evidence that all parties deem the Closing to have been completed and the
      transactions contemplated by this Agreement to have been consummated, the
      parties jointly will execute and deliver a Closing Memorandum, in the form
      of
Exhibit “C”, acknowledging such completion and consummation.

     

    Section
      3.06.  Waiver of
      conditions.  Notwithstanding Section 12.03, any condition to the
      Closing which is to the benefit of any party and which is not satisfied prior
      to
      or at the Closing will be deemed to be waived by the benefited party or
      otherwise satisfied and waived by virtue of that party executing the Closing
      Memorandum, except to the extent any such unsatisfied or unperformed condition
      is expressly preserved by listing it in the Closing Memorandum for satisfaction
      or performance after the Closing.

     

    


    
      
        
                

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    Section
      3.07.  Further
      assurances.  At any time and from time to time after the Closing,
      at the reasonable request of any party and without further consideration, any
      other party(ies) shall execute and deliver such other instruments and documents
      reasonably desirable or necessary to complete and confirm the transactions
      contemplated by this Agreement.

     

    Section
      3.08.  Conditions
      precedent to HPTI’s obligation to Close.  All
      obligations of HPTI hereunder are subject, at the option of HPTI, to the
      fulfillment of each of the following conditions at or prior to the Closing,
      and
      CFSI shall exert commercially reasonable efforts to cause each such conditions
      to be so fulfilled:

     

    (a)  All
      representations and
      warranties of CFSI and of Mr. Vallone contained herein or in any document
      delivered pursuant hereto shall be true and correct in all material respects
      when made and shall be deemed to have been made again and given at and as of
      the
      date of the Closing of the transaction contemplated by this Agreement, and
      shall
      then be true and correct in all material respects, except for changes in the
      ordinary course of business after the date hereof in conformity with the
      representations, covenants and agreements contained herein.

     

    (b)  All
      covenants,
      agreements and obligations required by the terms of this Agreement to be
      performed by CFSI and of Mr. Vallone at or before the Closing shall have been
      duly and properly performed in all material respects to HPTI’s reasonable
      satisfaction.

     

    (c)  Since
      the date of this
      Agreement there shall not have occurred any Material Adverse
      Effect.   The term “Material Adverse Effect” shall mean any
      material adverse change in or the condition or prospects (financial or
      otherwise), business, properties or assets of CFSI

     

    (d)  All
      documents required
      to be delivered to HPTI at or prior to the Closing shall have been so
      delivered.

     

    (e)  The
      transaction
      contemplated by this Agreement shall have been approved in writing by CFSI’s
      board of directors.

     

    (f)  CFSI
      shall have not
      suffered or incurred a material damage, destruction or loss not fully covered
      by
      insurance and which has a materially adverse affect on its business and
      operations.

     

    (g)  HPTI
      shall have received
      a certificate of good standing for CFSI and each subsidiary issued by the
      secretary of state of its state of organization and of each state in which
      it
      and its subsidiary is qualified or required to be qualified to do business
      as a
      foreign corporation.

     

    (i)  HPTI
      shall have received
      audited financial statements of CFSI for December 31, 2005 and 2006 and
      unaudited financial statements for each of the interim quarterly periods ended
      subsequent thereto, which interim quarterly period shall not show any materially
      adverse results of operation when compared to 2006.

     

    Section
      3.09.  Conditions
      precedent to the CFSI obligation to Close.  All obligations of
      CFSI at the Closing are subject, at the option of CFSI, to the fulfillment
      of
      each of the following conditions at or prior to the Closing, and HPTI shall
      exert its best efforts to cause each such condition to be so
      fulfilled.

     

    


    
      
        
                

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    (a)  All
      representations and
      warranties of HPTI contained herein or in any document delivered pursuant hereto
      shall be true and correct in all material respects when made and as of the
      Closing.

     

    (b)  All
      obligations required
      by the terms of this Agreement to be performed by HPTI at or before the Closing
      shall have been duly and properly performed in all material
      respects.

     

    (c)  All
      documents required
      to be delivered to CFSI at or prior to the Closing shall have been so
      delivered.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF THE PARTIES

     

    Section
      4.01.  Representations and warranties of CFSI and Mr.
      Vallone.  Each of CFSI and Mr. Vallone represent and warrant to
      HPTI that each of the representations and warranties in this Article IV is
      true
      and accurate, except for inaccuracies of representations or warranties the
      circumstances giving rise to which, individually or in the aggregate, do not
      constitute and could not reasonably be expected to have a Material Adverse
      Effect of the business, subject further only to such exceptions as are
      specifically set forth in the CFSI Disclosure Schedules attached to this
      Agreement (the “CFSI Disclosure Schedules” or “Schedules”), which schedule makes
      reference to the applicable sections and subsections to which each exception
      relates and sets forth sufficient details to identify the nature and scope
      of
      the matters disclosed; provided, however, that the disclosures in
      any section or subsection of the CFSI Disclosure Schedule (and without having
      to
      refer to the underlying documents being disclosed) shall qualify other sections
      or subsections of this Article IV to the extent such disclosure is applicable
      to
      such other sections or subsections:

     

    (a)  Each
      of CFSI and its
      subsidiary is a duly organized and an existing entity in good standing under
      the
      laws of its state of incorporation and has full corporate power to execute,
      deliver and perform this Agreement.

     

    (b)  Each
      of CFSI and its
      subsidiary is qualified to do business and in good standing in each state and
      jurisdiction in which the nature of its activities and ownership of property
      require it to be qualified as a foreign corporation.

     

    (c)  All
      licenses required
      for the conduct of CFSI’s and of its subsidiary’s businesses in intra and
      interstate commerce are in full force and effect, all such licenses being
      transferable as contemplated in this transaction pursuant to this Agreement;
      and, there is no proceeding of any nature pending or to the best knowledge
      of
      CFSI threatened which if determined adversely to CFSI would result in a
      revocation, cancellation of or material limitation or restriction on CFSI and
      the conduct of its business as it is presently conducted.

     

    (d)
      This Agreement has been duly and
      validly authorized, executed and delivered by CFSI and constitutes the legal,
      valid and binding obligation of CFSI enforceable against it, in accordance
      with
      its terms, subject, as to enforceability, to bankruptcy, insolvency,
      reorganization and other laws of, relating to or affecting stockholders and
      creditors rights generally and to general equitable principles.

     

    (e)  To
      the best knowledge of
      CFSI, the execution of this Agreement and consummation of the transactions
      contemplated hereby does not conflict with and will not result in any adverse
      consequences to or material breach of any agreement, mortgage,

     

    


    
      
        
                

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    instrument,
      judgment, decree, law or governmental regulation, license, permit or
      authorization by CFSI or in the loss, forfeiture or waiver of any rights,
      license, authorization or franchise owned by CFSI, from which CFSI benefits
      or
      which is desirable in the conduct of CFSI’s business.

     

    (f)  To
      the knowledge of
      CFSI, except for such actions as may have been taken, no further action by
      or
      before any governmental body or authority of the United States of America or
      any
      state or subdivision  thereof or any self-regulatory body to which
      CFSI is subject is required in connection with the execution and delivery of
      this Agreement by CFSI and the consummation of the transactions contemplated
      hereby.

     

        
      (g)  The information CFSI has delivered to HPTI relating to CFSI was,
      to the best knowledge of CFSI, on the date reflected in each such item of
      information accurate in all material respects and, to the knowledge of CFSI,
      such information at the date hereof taken as a whole provides, to the best
      knowledge of CFSI, full and fair disclosure of all material information relating
      to CFSI and does not, to the knowledge of CFSI omit to state any material
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading.

     

    (h)  CFSI
      has conducted its
      business in the ordinary course for the last three years or since inception,
      whichever is less.

     

    (i)
      Neither CFSI nor any employee, to
      CFSI best knowledge, has since inception given or agreed to give any gift or
      similar benefit valued at more than $20 annually to any customer, supplier,
      governmental employee or other person who is or may be or have been in a
      position to help or hinder CFSI’s business which might subject CFSI to damage or
      penalty in civil, criminal or governmental litigation or
      proceedings.

     

    (j)  CFSI’s
      financial
      statements delivered to HPTI have been prepared in accordance with generally
      accepted accounting principles consistently applied and maintained throughout
      the periods indicated, fairly present the financial condition of CFSI in all
      material respects at the dates and the results of operations for the periods
      indicated, contain all normally recurring adjustments and do not omit to
      disclose any contingent, undisclosed or hidden liabilities.  CFSI’s
      financial records are maintained in accordance with good business
      practice.

     

    (k) CFSI
      and
      its subsidiary have good, marketable and insurable title in accordance with
      CFSI’s existing practices to all of their respective properties and assets,
      including intangible assets, if any, which either of them owns or uses in their
      respective businesses or purport to own, including, without limitation, those
      reflected in its books and records and in the balance sheet, both tangible
      and
      intangible  None of the properties and assets are subject to any
      mortgage, pledge, lien, charge, security interest, encumbrance, restriction,
      lease, license, easement, liability or adverse claim of any nature whatsoever,
      direct or indirect, whether accrued, absolute, contingent or otherwise, except
      as expressly set forth in the notes to CFSI’s financial statements as securing
      specific liabilities or subject to specific capital leases and have arisen
      only
      in the ordinary course of business.  All of the properties and assets
      owned, leased or used by CFSI and its subsidiary are in good operating condition
      and repair, are suitable for the purposes used, are adequate and sufficient
      for
      all current operations of Business and Assets and are directly related to CFSI’s
      business.

     

    


    
      
        
                

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    (l)  All
      of the material
      contracts, agreements, leases, licenses and commitments of CFSI and its
      subsidiary (other than those which have been fully performed), copies of all
      of
      which have been delivered to HPTI, are valid and binding, enforceable in
      accordance with their respective terms, in full force and effect and there
      is
      not there under with respect to any party thereto any existing default or event,
      which after the giving of notice or lapse of time or both, would constitute
      a
      default or result in a right to accelerate or loss of rights and none of such
      contracts, agreements, leases, licenses and commitments is, either when
      considered singly or in the aggregate with others, unduly burdensome, onerous
      or
      materially adverse to CFSI’s or its subsidiary’s business, properties, assets,
      earnings or prospects or either before or after the Closing, to result in any
      material loss or liability.

     

    (m)  There
      is no claim, legal
      action, suit, arbitration, governmental investigation, or other legal or
      administrative proceeding, nor any order, decree, judgment or judgment in
      progress, pending or in effect or to CFSI’s knowledge threatened, against or
      relating to CFSI and its subsidiary, their directors, officers or employees
      with
      respect to CFSI or its subsidiary’s business or for which CFSI or its subsidiary
      may have an indemnity obligation, it properties, assets or business or the
      transaction contemplated by this Agreement and CFSI does not know or have any
      reason to be aware of any basis for the same, including any basis for a claim
      of
      sexual harassment or racial or age discrimination.

     

    (n)  All
      taxes, including
      without limitation, income, property, special assessments, sales, use,
      franchise, intangibles, employees’ income withholding and social security taxes,
      including employer’s contribution, other than those for which a return or
      deposit is not yet due and have been disclosed to HPTI, imposed by the United
      States or any state, municipality, subdivision, authority, which are due and
      payable, and all interest and penalties thereon, unless disputed in good faith
      in proper proceedings and reserved for or set aside, have been paid in full
      and
      all tax returns required to be filed in connection therewith have been
      accurately prepared and timely filed and all deposits required by law to be
      made
      by CFSI with respect to employees’ withholding and social security taxes have
      been made.  CFSI is not and has no reason to believe that it will be
      the subject of an audit by any taxing authority.  There is not now in
      force any extension of time with respect to the date when tax return was or
      is
      due to be filed, or any waiver or agreement by CFSI for the extension of time
      for the assessment of any tax and CFSI is not a “consenting corporation” within
      the meaning of Section 341(f)(1) of the Tax Code.

     

    (o)  CFSI
      does not have any
      employee benefit, pension or profit sharing plans subject to ERISA and no such
      plans to which CFSI is obligated or required to make contributions.

     

    (p)  None
      of CFSI’s employees
      are represented by a collective bargaining agent or subject to a collective
      bargaining agreement and CFSI considers its relations with its employees as
      a
      whole to be good.  CFSI has disclosed to HPTI all employee salary,
      compensation and benefit agreements and no employee has a written employment
      agreement.

     

    (q)  No
      person has guaranteed
      any obligation of CFSI, and CFSI has not guaranteed the obligation of any other
      person.

     

    (r)  CFSI
      and its management
      have no reason to believe or expect and do not believe or expect that any event
      or events will occur which will result in the Business and Assets producing
      results of operations which are materially different from CFSI’ recent
      operations.

     

    


    
      
        
                

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    Section
      4.02.  HPTI’s
      representations and warranties.  HPTI represents and warrants to
      HPTI that:

     

    (a)  HPTI
      is a duly
      incorporated and existing corporation in good standing under the laws of its
      state of incorporation and has full corporate power to execute and deliver
      this
      Agreement.

     

    (b)  This
      Agreement has been
      duly and validly authorized, executed and delivered by HPTI and constitutes
      the
      legal, valid and binding obligation of HPTI, enforceable against HPTI in
      accordance with its terms subject, as to enforceability, to bankruptcy,
      insolvency, reorganization and other laws of, relating to or affecting
      shareholders and creditors rights generally and to general equitable
      principles.

     

    (c)  Except
      for such actions
      as may have been taken, no further action by or before any governmental body
      or
      authority of the United States of America or any state thereof is required
      in
      connection with the execution and delivery of this Agreement by HPTI and the
      consummation of the transactions contemplated hereby.

     

    (d)  The
      information HPTI
      have delivered to CFSI was on the date reflected in each such item of
      information accurate in all material respects and such information at the date
      hereof as a whole did not contain any untrue statement of material fact or
      omit
      to state any material fact necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.

     

    (e)  HPTI
      acknowledge that
      CFSI has given them access to CFSI’s books, records and facilities and that at
      the date hereof they are satisfied with the due diligence examination which
      they
      have made and their Closing of the transaction contemplated by this Agreement
      shall be evidence that they remain satisfied therewith and have completed their
      due diligence examination to their satisfaction.

     

    (f)  The
      information and
      financial statements included in HPTI’s registration statement and reports filed
      under the Securities Exchange Act of 1934, as amended, on the date reflected
      in
      each element of information and financial statements are accurate in all
      material respects and, to the knowledge of HPTI, such information at the date
      hereof taken as a whole provides, to the best knowledge of HPTI, full and fair
      disclosure of all material information relating to CFSI and does not, to the
      knowledge of HPTI omit to state any material fact necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading.

     

    Section
      4.03.  Nature and
      survival of representation and warranties; Remedies.  All
      statements of fact contained in this Agreement, any certificate delivered
      pursuant to this Agreement, or any letter, document or other instrument
      delivered by or on behalf of CFSI or of HPTI, and their respective officers,
      pursuant to the terms of this Agreement shall be deemed representations and
      warranties made by CFSI or by HPTI, respectively, as the case may be, to each
      other under this Agreement.  For purposes of this Section 4.03 and
      Section 11.01 only, any party or other person seeking to enforce, or claiming
      the benefit of, any representation and warranty under this Agreement is called
      a
      Claimant, and any party or other person against whom a right is claimed is
      called a Defendant.  All representations and warranties of the parties
      shall survive the Closing; provided, however, that all representations and
      warranties shall terminate and expire, and be without further force and effect
      whatever from and after the one year from the date hereof, and
      neither  HPTI, or CFSI shall have any liability whatsoever on account
      of any inaccurate representation or

     

    


    
      
        
                

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    warranty
      or for any breach of warranty, unless a Claimant shall, on or prior to the
      expiration of such one year period, serve written notice on a Defendant, with
      a
      copy to the Defendant’s counsel, setting forth in reasonable detail the breach
      and any direct, incidental or consequential damages (including amounts) the
      Claimant may have suffered as a result of such breach.

     

    Section
      4.04  Limitation
      of Liability.  CFSI and Mr. Vallone, individually, shall not have
      any liability pursuant to Section 4.03 unless and until the aggregate amount
      of
      such losses exceeds $100,000 (the “Basket”) (whereupon only such losses in
      excess of the Basket will be recoverable).  In no event will CFSI’s or
      Mr. Vallone’s aggregate liability for losses under Section 4.03 be exceed
      $750,000 (the “Cap”).

     

    ARTICLE
      V

    COVENANTS
      OF THE PARTIES

     

    Section
      5.01.  Conduct of
      business prior to Closing.

     

    (a)
      From the date hereof to the
      Closing, CFSI will conduct its business and affairs only in the ordinary course
      and consistent with its prior practice and shall maintain, keep and preserve
      its
      assets and properties in good condition and repair and maintain insurance
      thereon in accordance with present practices, it will use its best efforts
      (i)
      to preserve its business and organization intact, (ii) to keep available to
      HPTI
      the services of  CFSI’s present employees, agents and independent
      contractors, (iii) to preserve for the benefit of HTPI the goodwill of
      suppliers, customers, distributors, landlords and others having business
      relations with it, and (iv) to cooperate and use reasonable efforts to obtain
      the consent of any landlord or other party to any lease or contract with CFSI
      where the consent of such landlord or other party may be required by reason
      of
      the transactions contemplated hereby.

     

    (b)  From
      the date hereof to
      the Closing, CFSI shall not outside the ordinary course of business (i) dispose
      of any material assets, (ii) engage in any extraordinary transactions without
      HPTI’s prior approval, including but not limited to, directly or indirectly,
      soliciting, entertaining, encouraging inquiries or proposals or entering into
      negotiation or agreement with any third party for sale of assets by CFSI, sale
      of equity securities or merger, consolidation or combination with any company,
      (iii) grant any salary or compensation increase to any employee, or (iv) make
      any commitment for capital expenditures, other than as disclosed to HPTI and
      approved by it.

     

    Section
      5.02.  Notice of
      changes in information.  Each party shall give the other party
      prompt written notice of any change in any of the information contained in
      their
      respective representations and warranties made in Article IV, or elsewhere
      in
      this Agreement, or the exhibits and schedules referred to herein or any written
      statements made or given in connection herewith which occurs prior to the
      Closing.

     

    Section
      5.03.  Notice of
      extraordinary changes.  CFSI shall advise HPTI with respect to any
      of the following events outside of ordinary course of business and which are
      materially adverse:  (i) the entering into and cancellation or breach
      of contracts, agreements, licenses, commitments or other understandings or
      arrangements to which CFSI is a party, including, without limitation, purchase
      orders for any item of inventory and commitments for capital expenditures or
      improvements, (ii) any changes in purchasing, pricing or selling policy, or,
      any
      changes in its sales, business or employee relations in

     

    


    
      
        
                

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    general,
      and (iii) the filing or commencement of any litigation or governmental or agency
      proceedings against CFSI.

     

    Section
      5.04.  Action to
      preserve CFSI’s business and assets.   Notwithstanding
      anything contained in this Agreement to the contrary, CFSI will not take or
      fail
      to take any action that, in CFSI’s reasonable judgment, is likely to give rise
      to a substantial penalty or a claim for damages by any third party against
      CFSI,
      or is likely to result in losses, or is otherwise likely to prejudice in any
      material respect or unduly interfere with the conduct of its business and
      operations in the ordinary course consistent with prior practice, or is likely
      to result in a breach by CFSI of any of its representations, warranties or
      covenants contained in this Agreement (unless any such breach is first waived
      in
      writing by HPTI).

     

    Section
      5.05.  Access to
      information and documents.  Upon reasonable notice and during
      regular business hours, CFSI will give to HPTI, its attorneys, accountants
      and
      other representatives full access to its personnel (subject to reasonable
      approval as to the time thereof) and all properties, documents, contracts,
      books
      and records and will furnish copies of such documents (certified by officers,
      if
      so requested) and with such information with respect to its business,
      operations, affairs and prospects (financial and otherwise) as it may from
      time
      to time request, and the party to whom the information is provided will not
      improperly disclose the same prior to the Closing.  CFSI will afford
      HPTI an opportunity to ask questions and receive answers thereto in furtherance
      of their due diligence.  Any such furnishing of such information or
      any investigation shall not affect that party’s right to rely on the other
      party’s representations and warranties made in this Agreement or in connection
      herewith or pursuant hereto.

     

    Section
      5.06.  Confidential treatment of information.  The
      provisions of Exhibit “D” shall be binding upon the parties.

     

    Section
      5.07.  Cooperation
      by the parties.  Each party hereto shall cooperate and shall take
      such further action as may be reasonably requested by any other party in order
      to carry out the provisions and purposes of this Agreement.  CFSI
      shall cooperate with HPTI, and their independent public accountant, the cost
      of
      which shall be the responsibility of HPTI, with respect to an audit of CFSI’s
      financial statements and review of interim, stub period financial statements
      required to enable HPTI to file a registration statement pursuant to the
      Securities Act of 1933, as amended.  This covenant shall survive the
      Closing.

     

    ARTICLE
      VII

    FEDERAL
      INCOME TAX MATTERS

     

    Section
      7.01.  Federal
      income tax treatment.  Each party shall be responsible for
      obtaining his, her or its own tax advice with respect to and understanding
      the
      federal income tax consequences of the transactions and the federal income
      tax
      consequences thereof contemplated by this Agreement and waives any reliance
      with
      respect thereto on any other party.

     

    ARTICLE
      VIII

    SECURITIES
      LAW MATTERS AND STATUS OF SHARES

     

    Section
      8.01.  Unregistered shares. HPTI’s common stock delivered to
      Mr. Vallone is not being registered under the Securities Act of 1933, as
      amended, (“1933 Act”) and the securities laws of Michigan or any other state of
      jurisdiction, and the shares are not transferable, except as permitted under
      various exemptions contained in the 1933 Act

     

    


    
      
        
                

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    and
      applicable state securities law.  The provisions contained in the
      following sections are intended to ensure compliance with the 1933 Act and
      applicable state securities law.

     

    Section
      8.02.  No
      transfers in violation of 1933 Act.  Mr. Vallone will agree at
      Closing not to offer, sell, assign, pledge, hypothecate, transfer or otherwise
      dispose of HPTI’s shares, except after full compliance with all of the
      applicable provisions of the 1933 Act and applicable state securities
      law.

     

    Section
      8.03.  Investment
      intent.  Mr. Vallone will represent and warrant to and covenant
      with HPTI that he is acquiring HPTI’s shares for his own respective accounts for
      investment and not with a view to resale or other distribution; that it
      currently has no intention of selling, assigning, transferring, pledging,
      hypothecating or otherwise disposing of all or any part thereof at any
      particular time, for any particular price, or on the happening of any particular
      event or circumstance; and it acknowledges that HPTI is relying on the truth
      and
      accuracy of the covenants, warranties and representations of CFSI and its
      designees in issuing its shares without first registering it under the 1933
      Act.

     

    Section
      8.04.  Investment
      legend on certificates.  Mr. Vallone will further agree that the
      certificates evidencing HPTI’s shares shall contain the following
      legend:

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS A
      “RESTRICTED SECURITY” AS DEFINED UNDER SAID ACT.  ACCORDINGLY, NEITHER
      THIS SECURITY NOR ANY INTEREST THEREIN MAY BE SOLD, OFFERED FOR SALE, ASSIGNED,
      TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT BY BONA FIDE GIFT OR INHERITANCE,
      IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS SECURITY UNDER
      SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
      REGISTRATION IS NOT REQUIRED.

     

    ARTICLE
      IX

    TERMINATION
      PRIOR TO CLOSING

     

    Section
      9.01.  Termination
      for default.  HPTI may, by notice to CFSI given in the manner
      provided below on or at any time prior to the Closing Date, terminate this
      Agreement if default shall be made by CFSI in the observance or in the due
      and
      timely performance of any of any material covenants and agreements contained,
      made by or imposed upon it, in this Agreement, if the default has not been
      fully
      cured within fifteen days after receipt of the notice specifying the
      default.

     

    Section
      9.02.  Termination
      for failure to Close.  If the Closing does not occur on or before
      the date provided in Section 3.01, any party, if that party is not then in
      default in the observance or in the due or timely performance of any covenants
      and conditions under this Agreement, may at any time terminate this Agreement
      by
      giving written notice to the other parties; provided, that the parties may
      extend the Closing date in writing.

     

    Section
      9.03.  Termination
      for loss of bargain.  HPTI may, at its option, terminate this
      Agreement prior to the Closing if (i) in completion of its due diligence
      examination of Business and Assets, it discovers the existence of a material,
      adverse variance from its due diligence examination prior to the date of this
      Agreement, or (ii) the business or assets of Business and assets have suffered
      any material damage, destruction or loss (whether or not covered by insurance),
      or (iii) CFSI is prevented by order of court or administrative action from
      consummating the transactions contemplated by this Agreement, whether or not
      CFSI has exhausted its appeals.

     

    


    
      
        
                

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    ARTICLE
      X

     

    NOTICES

     

    Section
      10.01.  Procedure
      for giving notices.  Any and all notices or other communications
      required or permitted to be given under any of the provisions of this Agreement
      shall be in writing and shall be deemed to have been duly given when personally
      delivered (excluding telephone facsimile and including receipted express courier
      and overnight delivery service) or mailed by first class certified U.S. mail,
      return receipt requested showing name of recipient, addressed to the proper
      party.

     

    Section
      10.02.  Addresses
      for notices. For purposes of sending notices under this Agreement, the
      addresses of the parties are as follows:

     

    As
      to CFSI and Mr.
      Vallone:                           
Anthony Vallone, Sr., President

    Cannon
      Freight Systems, Inc.

    25325
      Henry B. Joy Boulevard

    Harrison
      Township, MI 48045

     

    Copy
      to:                                                          
Michael M. Antovski

    Clark
      Hill PLC

    Third
      Floor

    255
      S.
      Old Woodward Avenue

    Birmingham,
      Michigan 48009

    


    As
      to
      HPTI:                                                     
Paul A. Henley, President

    High
      Point Transport, Inc.

    Suite
      192

    1767
      Lakewood Ranch Boulevard

    Bradenton,
      FL 34211

     

    Copy
      to:                                                           Jackson
      L. Morris, Esq.

    3116
      West
      North A Street

    Tampa,
      Florida 33609-1544

     

    Section
      10.03.  Change of
      address.  A party may change its address for notices by sending a
      notice of such change to all other parties by the means provided in Section
      10.01.

     

    ARTICLE
      XI

    LEGAL
      AND OTHER COSTS

     

    Section
      11.01.  Party
      entitled to recover.  In the event that any party (the “Defaulting
      Party”) defaults in his or its obligation under this Agreement and, as a result
      thereof, the other party (the “Non-Defaulting Party”) seeks to legally enforce
      his or its rights hereunder against the Defaulting Party (whether in an action
      at law, in equity or in arbitration), then, in addition to all damages and
      other
      remedies to which the Non-Defaulting Party is entitled by reason of such
      default, the Defaulting Party shall promptly pay to the Non-Defaulting Party
      an
      amount equal to all costs and expenses (including reasonable attorneys’ fees and
      expert witness fees) paid or incurred by the Non-Defaulting Party in connection
      with such enforcement.

     

    Section
      11.02.  Interest.  In the event the Non-Defaulting
      Party is entitled to receive an amount of money by reason of the Defaulting
      Party’s default hereunder, then, in a

     

    


    
      
        
                

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    dition
      to
      such amount of money, the Defaulting Party shall promptly pay to the
      Non-Defaulting Party a sum equal to interest on such amount of money accruing
      at
      the rate of 1.5% per month during the period between the date such payment
      should have been made hereunder and the date of the actual payments
      thereof.

     

    ARTICLE
      XII

    MISCELLANEOUS

     

    Section
      12.01.  Effective
      date.  The effective date of this Agreement shall for all purposes
      be the date set forth in first paragraph hereof notwithstanding a later actual
      date of execution by any individual party.

     

    Section
      12.02.  Entire
      agreement.  This writing constitutes the entire agreement of the
      parties with respect to the subject matter hereof, superseding all prior
      agreements, understandings, representations and warranties.

     

    Section
      12.03.  Waivers.  No waiver of any provision,
      requirement, obligation, condition, breach or default hereunder, or consent
      to
      any departure from the provisions hereof, shall be considered valid unless
      in
      writing and signed by the party giving such waiver, and no such waiver shall
      be
      deemed a waiver of any subsequent breach or default of the same or similar
      nature.

     

    Section
      12.04.  Amendments.  This Agreement may not be
      modified, amended or terminated except by a written agreement specifically
      referring to this Agreement signed by all of the parties hereto and amendment,
      modification or alteration of, addition to or termination of this Agreement
      or
      any provision of this Agreement shall not be effective unless it is made in
      writing and signed by the parties.

     

    Section
      12.05.  Construction.  This Agreement has been
      negotiated by the parties, section by section, and no provision hereof shall
      be
      construed more strictly against one party than against the another party by
      reason of such party having drafted such provision.  The order in
      which the provisions of this Agreement appear are solely for convenience of
      organization; and later appearing provisions shall not be construed to control
      earlier appearing provisions.

     

    Section
      12.06.  Invalidity.  It is the intent of the parties
      that each provision of this Agreement shall be interpreted in such a manner
      as
      to be effective and valid under applicable law.  If any provision
      hereof shall be prohibited, invalid, illegal or unenforceable, in any respect,
      under applicable law, such provision shall be ineffective to the extent of
      such
      prohibition, invalidity or non enforceability only, without invalidating the
      remainder of such provision or the remaining provisions of this Agreement;
      and,
      there shall be substituted in place of such prohibited, invalid, illegal or
      unenforceable provision a provision which nearly as practicable carries out
      the
      intent of the parties with respect thereto and which is not prohibited and
      is
      valid, legal and enforceable.

     

    Section
      12.07.  Multiple
      counterparts.  This Agreement may be executed in one or more
      counterparts, each of which shall be an original and, taken together, shall
      be
      deemed one and the same instrument.

     

    Section
      12.08.  Assignment, parties and binding effect.  This
      Agreement, and the duties and obligations of any party shall not be assigned
      without the prior written consent of the other party(ies).  This
      Agreement shall benefit solely the named parties and no other person shall
      claim, directly or indirectly, benefit hereunder, express or implied, as
      a

     

    


    
      
        
                

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    third-party
      beneficiary, or otherwise.  Wherever in this Agreement a party is
      named or referred to, the successors (including heirs and personal
      representative of individual parties) and permitted assigns of such party shall
      be deemed to be included, and all agreements, promises, covenants and
      stipulations in this Agreement shall be binding upon and inure to the benefit
      of
      their respective successors and permitted assigns.

     

    Section
      12.09.  Survival
      of representations and warranties.  The representations and
      warranties made herein shall survive the execution and delivery of this
      Agreement and full performance hereunder of the obligations of the representing
      and warranting party, subject to the provisions of Section 4.03.

     

    Section
      12.10.  Jurisdiction and venue.  Any action or
      proceeding for enforcement of this Agreement and the instruments and documents
      executed and delivered in connection herewith which is determined by a court
      of
      competent jurisdiction not, as a matter of law, which seeks injunctive relief
      shall be brought and enforced in the courts of the State of Michigan in and
      for
      Oakland County, Michigan, and the parties irrevocably submit to the jurisdiction
      of each such court in respect of any such action or proceeding.

     

    Section
      12.11.  Applicable
      law.  This Agreement and all amendments thereof shall be governed
      by and construed in accordance with the law of the State of Michigan applicable
      to contracts made and to be performed therein (not including the choice of
      law
      rules thereof).

     

    IN
      WITNESS WHEREOF, the parties hereto
      have caused this agreement to be signed by their respective officers thereunto
      duly authorized and their respective corporate seals to be hereunto affixed,
      the
      day and year first above written.

    
 

    
      
        	
                [Corporate
                  Seal]

              	 	
                High
                  Point Transport, Inc.

              
	 	 	 
	
                Attest:

              	
                By:

              	
                /s/  Paul
                  A. Henley

              
	
                  

              	 	
                Paul
                  A. Henley, President

              
	
                /s/  Paul
                  A. Henley, Secretary

              	 	 
	 	 	 
	
                [Corporate
                  Seal]

              	 	
                Cannon
                  Freight Systems, Inc.

              
	 	 	 
	 	 	 
	
                Attest:

              	
                By:

              	
                /s/  Anthony
                  Vallone, Sr.

              
	
                  

              	 	
                Anthony
                  Vallone, Sr., President

              
	
                /s/
                  Sharyl
                  Vallone

              	 	 
	 Sharyl
                Vallone, Secretary	 	
                /s/  Anthony
                  Vallone, Sr.

              
	 	 	
                Anthony
                  Vallone, Sr.

              


      

    

     

     

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