Exhibit 10.3
                (Global Logistics Partners Acquisition Contract)


                              AGREEMENT OF PURCHASE

This plan and  agreement  of purchase  (Plan) has been  entered  into in Dallas,
Texas,  this 11th day of May, 1999,  between CBQ,  Inc., a Colorado  corporation
referred  to in this  Agreement  as either  the  Purchaser  or CBQ,  and  Global
Logistics  Partners,  L.L.C., a Texas corporation  sometimes referred to in this
agreement as Global or Seller.

CBQ will acquire (at the Closing) from Global 19% of the issued and  outstanding
capital stock of Global  Logistics  Partners,  L.L.C.  in exchange for shares of
voting stock of CBQ.

                                    ARTICLE I
                        EXCHANGE OF VOTING CAPITAL STOCK

1.01. Transfer and Delivery of Global Logistics Partners,  L.L.C. Shares. At the
closing Global will Issue and deliver to CBQ certificates  evidencing 19% of the
issued and outstanding  Capital stock of Global Logistics  Partners,  L.L.C., in
the name of CBQ, Inc.

1.02.  Issuance  and  Delivery of CBQ Shares.  In exchange  for the  transfer by
Global to CBQ of 19% of the issued and outstanding  Global  Logistics  Partners,
L.L.C.  capital  shares  hereunder,  CBQ will  forthwith  cause to be issued and
delivered to the Global 4,233,200 restricted common shares of CBQ (Collectively,
the CBQ Shares).

1.03.  Additional  Consideration  for  Issuance  of CBQ  Shares.  As  additional
consideration  for  CBQ  entering  into  this  agreement  Rick  Williamson  (the
President and Major Shareholder of Global Logistics Partners,  L.L.C.) agrees to
sit on the Board of Directors of CBQ, Inc., and to be appointed as President/CEO
of CBQ and its  Subsidiary  Cyberquest,  Inc.,  (a  Colorado  Corporation.).  In
addition he will form a management team which will include a CFO, Sales Manager,
and  additional  management  personnel  to cover all aspects of building CBQ and
BID4IT  into a world  class  Internet  auction  site for  Business  to  Business
transactions.  CBQ  shall  make  additional  seats  available  on its  Board  of
Directors for nominees  selected by Mr.  Williamson.  Mr.  Williamson shall fund
(through loans or equity investments) the on going operations of CBQ.

1.04.  Closing  Date.  The  Closing  Date will be May 10, 1999 at 4:00 PM at the
offices of CBQ in Dallas, Texas unless otherwise determined by Mutual agreement.

                                   ARTICLE II
    REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND ACQUIRED CORPORATION

2.01.  Organization  and  Standing.  Global  Logistics  Partners,  L.L.C.  is  a
corporation duly organized, validly existing and in good standing under the laws
of Texas,  with all Corporate  powers necessary to own property and carry on its
business as it is now being  conducted.  Copies of the articles of incorporation
and bylaws of Global Logistics Partners,  L.L.C. delivered to Purchaser herewith
are complete and accurate as of the Closing Date.

2.02.  Capitalization.  Global  Logistics  Partners,  L.L.C.  has an outstanding
capitalization,  which is all in the hands of the Shareholders, all of which has
been  fully  paid  for  and  is  non   assessable.   There  are  no  outstanding
subscriptions,  options,  contracts,  commitments  or  demands  relating  to the
capital stock of Global  Logistics  Partners,  L.L.C. or any other agreements of
any character under which Global Logistics Partners,  L.L.C. or the Shareholders
would be obligated  to issue or purchase  shares of Global  Logistics  Partners,
L.L.C.  capital  stock,  except as described  and disclosed on Exhibit 1 to this
Agreement.

<PAGE>


2.03. Litigation.  Global Logistics Partners,  L.L.C. is not a party to, nor has
it been  threatened  with, any litigation or  governmental  proceeding  that, if
decided  adversely  to it,  would  have a  material  and  adverse  effect on its
operations or business, or on the financial condition,  net worth,  prospects or
business  of  Global  Logistics  Partners,  L.L.C.  To the  best  of the  Global
Logistics Partners,  L.L.C.'s knowledge, it is not aware of any facts that might
result in any action, suit or other proceeding that would result in any material
and adverse  change in the business or financial  condition of Global  Logistics
Partners, L.L.C.

2.04. Compliance with Law and Instruments. The business and operations of Global
Logistics  Partners,  L.L.C. are not infringing on or otherwise acting adversely
to any  copyrights,  trademark  rights,  patent rights or licenses  owned by any
other  person,  and there is not any  pending  claim or  threatened  action with
respect to such rights.  Global Logistics  Partners,  L.L.C. is not obligated to
make any  payments in the form of  royalties,  fees or otherwise to any owner of
any patent, trademark,  trade name or copyright,  except as set forth on Exhibit
2.

2.05. Authority.  The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding obligation of Global Logistics Partners, L.L.C. and the Shareholders
in  accordance  with its terms.  No provision of the articles of  incorporation,
bylaws,  minutes,  share  certificates or contracts  prevents  Global  Logistics
Partners,  L.L.C.  and/or the Shareholders  from delivering the Global Logistics
Partners, L.L.C. shares to CBQ in the manner contemplated under the Plan.

2.06. Taxes. Global Logistics Partners,  L.L.C. has filed all income tax returns
and, in each  jurisdiction  where qualified or incorporated,  all income tax and
franchise tax returns that are required to be filed.  Global Logistics Partners,
L.L.C.  has paid all taxes as shown on the returns as have  become due,  and has
paid all assessments received that have become due.

2.07. Brokers. All negotiations on the part of Global Logistics Partners, L.L.C.
and the Shareholders related to the Plan have been accomplished solely by Global
Logistics  Partners,  L.L.C. and the Shareholders  without the assistance of any
person employed as a broker or finder. Global Logistics Partners, L.L.C. and the
Shareholders  have done  nothing to give rise to any valid claims for a broker's
commission, finder's fee or any similar charge.

2.08. Full Disclosure. As of the Closing Date, Global Logistics Partners, L.L.C.
and the Shareholders have disclosed all events,  conditions and facts materially
affecting the business and prospects of Global  Logistics  Partners,  L.L.C. The
Shareholders and Global Logistics  Partners,  L.L.C. have not withheld knowledge
of any event,  condition or fact that they have  reasonable  grounds to know may
materially  affect the business  and  prospects  of Global  Logistics  Partners,
L.L.C.  None of the  representations  and warranties made by the Shareholders or
Global  Logistics  Partners,  L.L.C.  in this  Agreement  or in any  instrument,
writing or other  document  furnished to CBQ contains any untrue  statement of a
material fact, or fails to state a material fact.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

3.01.  Organization and Standing.  CBQ is a corporation duly organized,  validly
existing and in good  standing  under the laws of Colorado,  with all  corporate
powers  necessary  to own  property and carry on its business as it is now being
conducted.  Copies of the articles of incorporation  and bylaws of CBQ delivered
to Global Logistics  Partners,  L.L.C.  herewith are complete and accurate as of
the Closing  Date.  Global  Logistics  Partners has reviewed the latest 10KSB as
filed by CBQ for the period ended 12/31/98.

3.02. Subsidiaries. CBQ has subsidiaries.

3.03.  Capitalization.  The Capital structure of CBQ, Inc., is as set out in the
10KSB as filed for the period ending 12/31/98.

3.04. Due Delivery.  The CBQ Shares issued to Global Logistics Partners LLC have
been validly authorized and issued and are fully paid for and non assessable. No
CBQ  shareholder  has any  preemptive  right of  subscription  or purchase  with
respect to these shares.

<PAGE>


3.05. Authority.  The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding  obligation of CBQ in accordance with its terms. No provision of the
articles of  incorporation,  bylaws,  minutes,  share  certificates or contracts
prevents CBQ from delivering the CBQ shares in the manner contemplated under the
Plan.

3.06. Brokers. All negotiations on the part of CBQ related to the Plan have been
accomplished  solely by CBQ without the  assistance of any person  employed as a
broker or finder.  CBQ has done  nothing to give rise to any valid  claims for a
broker's commission, finder's fee or any similar charge.

3.07.  Full  Disclosure.  As of the Closing Date,  CBQ has disclosed all events,
conditions and facts materially affecting the business and prospects of CBQ, and
CBQ has not  withheld  knowledge  of any  event  condition  or fact  that it has
reasonable  grounds to know may materially  affect the business and prospects of
CBQ. None of the representations and warranties made by CBQ in this Agreement or
in any  instrument,  writing or other  document  furnished  to Global  Logistics
Partners,  L.L.C.  contains any untrue statement of a material fact, or fails to
state a material fact.

                                   ARTICLE IV
                      SURVIVAL OF WARRANTIES AND WARRANTIES

4.01. Nature and Survival of Representations  and Warranties.  All statements of
fact  contained in this  Agreement or in any  memorandum,  certificate,  letter,
document  or other  instrument  delivered  by or on behalf of any of the parties
hereto  to  any  other  party  pursuant  to  this  Agreement   shall  be  deemed
representations and warranties made by the delivering party to the other parties
under this  Agreement.  The  covenants,  representations  and  warranties of the
parties shall  survive the Closing Date for a period of one year,  and then they
shall lapse and be of no further effect.

4.02.  Expenses.  The  parties to this  Agreement  shall pay their own  expenses
incurred  hereunder  and in regards  of the  transactions  contemplated  hereby,
including, but not limited to, all fees and expenses of their respective counsel
and accountants.

                                    ARTICLE V
                         COMPLIANCE WITH SECURITIES LAWS

5.01.  Acknowledgments  of  the  Shareholders.  Global  Logistics  Partners  LLC
acknowledges, understands and agrees that: (a) The certificates representing the
CBQ Shares will each bear a legend  restricting  transfer in accordance with the
exemptions from registration under the Securities Act of 1933, as amended, which
CBQ has relied upon in the  issuance of the CBQ Shares.  (b) The CBQ Shares have
not been  registered  under  the  Securities  Act of 1933,  as  amended,  or any
applicable state law (collectively,  the Securities Act). (c) The CBQ Shares may
not be sold, offered for sale, transferred,  pledged,  hypothecated or otherwise
disposed of except in compliance  with the  Securities  Act of 1933 or 1934. (d)
The legal  consequences of the foregoing mean that Global must bear the economic
risk of the  investment in the CBQ Shares for the requisite  period of time. (e)
No federal  or state  agency has made any  finding  or  determination  as to the
fairness of an investment in CBQ, or any  recommendation  or endorsement of this
investment.

<PAGE>

                                   ARTICLE VI
                                  MISCELLANEOUS

6.01.  Amendments.  This  Agreement may be amended or modified at any time,  but
only by an instrument in writing executed by Global Logistics Partners,  L.L.C.,
and CBQ.

6.02. Waiver. Global Logistics Partners,  L.L.C. and/or CBQ may, in writing, (a)
extend the time for  performance of any of the obligations of any other party to
this Agreement,  (b) waive any inaccuracies or  misrepresentations  contained in
this  Agreement or in any document  delivered  pursuant to this Agreement by any
other  party  and/or  (c)  waive  compliance  with  any  of  the  covenants,  or
performance of any obligations, contained in this Agreement by any other party.

6.03. Assignment.  (a) Neither this Agreement nor any right created hereby shall
be  assignable  by any party  without  the prior  written  consent  of the other
parties,  except by the laws of succession.  (b) This Agreement shall be binding
on and inure to the  benefit of the  respective  successors  and  assigns of the
parties. Nothing in this Agreement,  expressed or implied, is intended to confer
upon any  person,  other than the  parties and their  permitted  successors  and
assigns, any rights or remedies under this Agreement.

6.04. Notices.  Any notice or other communication  required or permitted by this
Agreement  must be in  writing  and shall be deemed to be  properly  given  when
delivered  in  person  to an  officer  of  the  other  party,  or to  the  party
individually  when deposited in the U.S.  Mails for  transmittal by certified or
registered  mail,  postage  prepaid,  or when deposited with a public  telegraph
company for  transmittal,  charges  prepaid,  or when  delivered via  facsimile;
provided, however, that the communication is addressed as follows:

in case of Global Logistics Partners, L.L.C. and the Shareholders:

   6300 Ridglea Place
   Suite 600
   Fort Worth, TX  76116; (817) 737-6100;  and

in case of CBQ:

   4851 Keller Springs Rd.
   Suite. 213
   Addison, Texas 75001; (972) 732-1100

6.05. Headings. Paragraph and other headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

6.06. Entire Agreement. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof.  It may be executed in any number
of counterparts, but the aggregates of such counterparts constitute only one and
the same instrument.

<PAGE>


6.07.  Partial  Invalidity.  In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,  illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if it never contained any such invalid, illegal or unenforceable
provisions.

6.08.  Controlling  Law. The validity,  interpretation  and  performance of this
Agreement  shall be controlled  by and construed  under the laws of the State of
Texas, and venue for any lawsuit shall be in Dallas County, Texas.

6.09.  Attorney's Fees. If any action at law or in equity,  including any action
for  declaratory  relief,  is brought to enforce or interpret the  provisions of
this  Agreement,  the prevailing  party shall be entitled to recover  reasonable
attorney's fees from the other party.  The attorney's fees may be ordered by the
court in the trial of any action  described in this paragraph or may be enforced
in a separate action brought for determining attorney's fees.

6.10. Specific Performance. The parties declare that it is impossible to measure
in money the damages that will accrue to a party or its  successors  as a result
of any other  parties'  failure to  perform  any of the  obligations  under this
Agreement;  therefore,  if a party or its  successor  institutes  any  action or
proceeding to enforce the provisions of this Agreement,  any party opposing such
action or proceeding agrees that specific performance may be sought and obtained
for any breach of this Agreement.

6.11. Arbitration.  Any dispute relating to the interpretation or performance of
this Agreement  shall be resolved at the request of either party through binding
arbitration.  Arbitration shall be conducted in Dallas, Texas in accordance with
the then-existing rules of the American Arbitration  Association.  Judgment upon
any award by the arbitrators may be entered by any state or federal court having
jurisdiction.  It is the  intent  of the  parties  to  this  Agreement  that  to
arbitrate be irrevocable.


Purchaser: CBQ, Inc.:

By: /s/ Michael L. Sheriff
    Michael L. Sheriff, CEO


Seller: Global Logistics Partners, L.L.C.


By: /s/ Rick Williamson
Name: Rick Williamson

Title: President