chlo_ex1014.htm


    Exhibit
10.14

     

     

    
      CONVERSION
AGREEMENT

       

      This CONVERSION AGREEMENT (the
“Agreement”) is made effective as of March 20, 2008, by and between David Aubel
(the “Aubel”), and China Logistics Group, Inc., a Florida corporation, with its
registered office located at 888 East Las Olas Boulevard, Suite 710, Ft.
Lauderdale, Florida 33301 (“China Logistics”).

       

      W I T N E
S S E T H:

       

      WHEREAS, Aubel owns and holds a note
payable of China Logistics (formerly known as MediaReady, Inc.) with a principal
balance and accrued interest in the total amount of $2,521,379 (the “Note
Payable”);

       

      WHEREAS, Aubel agreed to convert the
Note Payable into 2,864,606 shares of China Logistics’ common stock, $.001 par
value per share (the “Conversion Shares”) in connection with the December 31,
2007 Acquisition Agreement entered into between China Logistics and Shandong
Jiajia International Freight & Forwarding Co., Ltd. (the “Acquisition
Agreement”);

       

      WHEREAS, Aubel and China Logistics wish
to set forth their agreement in writing in accordance with the terms
hereof.

       

      NOW, THEREFORE, in consideration of the
mutual provisions and covenants contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:

       

      
        	
                1.

              	
                Conversion of the Note
      Payable.  Aubel hereby agrees to release China Logistics
      from any and all liability or obligations for the Note Payable in exchange
      for the issuance by China Logistics of 2,864,606 shares of China
      Logistics’ common stock, $.001 par value per share (the “Conversion
      Shares”) in connection with the December 31, 2007 Acquisition Agreement
      entered into between China Logistics and Shandong Jiajia International
      Freight & Forwarding Co., Ltd. (the “Acquisition
      Agreement”).  China Logistics agrees to issue the Conversion
      Shares in exchange for and in consideration of Aubel’s agreement to
      release China Logistics from the liabilities due and owning Aubel under
      the Note Payable.

              


      

       

      
        	
                2.

              	
                Representations and
      Warranties.

              


      

       

      
        	
              	
                (a)

              	
                Information on
      Company. Aubel has been furnished with or has had access at the
      EDGAR Website of the Commission to China Logistics' Form 10-K (and any
      amendments thereto) for the fiscal year ended December 31, 2007 and all
      periodic and current reports filed with the Commission thereafter, but not
      later than five business days before the Closing (hereinafter referred to
      as the “Reports”). In addition, Aubel has received in writing from China
      Logistics such other information concerning its operations, financial
      condition and other matters as Aubel has requested in writing (such other
      information is collectively, the “Other Written Information”), and
      considered all factors Aubel deems material in deciding on the
      advisability of investing in the Conversion
  Shares.

              


      

       

      
        	
              	
                (b)

              	
                Information on
      Aubel. Aubel (i) is, and will be on the date hereof, an “accredited
      investor”, as such term is defined in Regulation D promulgated by the
      Commission under the 1933 Act, (ii) is experienced in investments and
      business matters, (iii) has made investments of a speculative nature and
      has purchased securities of United States publicly-owned companies in
      private placements in the past and, (iv) alone or with its
      representatives, has such knowledge and experience in financial, tax and
      other business matters as to enable Aubel to utilize the information made
      available by China Logistics to evaluate the merits and risks of and to
      make an informed investment decision with respect to the proposed
      purchase, which represents a speculative investment. Aubel is able to bear
      the risk of such investment for an indefinite period and to afford a
      complete loss thereof. The information set forth on the signature page
      hereto regarding Aubel is accurate.

              


      

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

      
        	
              	
                (c)

              	
                Purchase of Conversion
      Shares. On the date hereof, Aubel will purchase the Conversion
      Shares as principal for its own account for investment only and not with a
      view toward, or for resale in connection with, the public sale or any
      distribution thereof.

              


      

       

      
        	
              	
                (d)

              	
                Compliance with
      Securities Act. Aubel understands and agrees that the Conversion
      Shares have not been registered under the 1933 Act or any applicable state
      securities laws, by reason of their issuance in a transaction that does
      not require registration under the 1933 Act (based in part on the accuracy
      of the representations and warranties of Aubel contained herein), and that
      such Conversion Shares must be held indefinitely unless a subsequent
      disposition is registered under the 1933 Act or any applicable state
      securities laws or is exempt from such
  registration.

              


      

       

      
        	
              	
                (e)

              	
                Notwithstanding
      anything to the contrary contained in this Agreement, Aubel may transfer
      (without restriction and without the need for an opinion of counsel) the
      Conversion Shares to its Affiliates (as defined below) provided that each
      such Affiliate is an “accredited investor” under Regulation D and such
      Affiliate agrees to be bound by the terms and conditions of this
      Agreement. For the purposes of this Agreement, an “Affiliate” of any
      person or entity means any other person or entity directly or indirectly
      controlling, controlled by or under direct or indirect common control with
      such person or entity. Affiliate when employed in connection with China
      Logistics includes each subsidiary of China Logistics. For purposes of
      this definition, “control” means the power to direct the management and
      policies of such person or firm, directly or indirectly, whether through
      the ownership of voting securities, by contract or
    otherwise.

              


      

       

      
        	
              	
                (f)

              	
                Legends on Conversion
      Shares. The Conversion Shares shall bear the following or similar
      legend:

              


      

       

      “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA LOGISTICS, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.”

       

      
        	
              	
                (g)

              	
                Communication of
      Offer. The offer to sell the Conversion Shares was directly
      communicated to Aubel by China Logistics. At no time was Aubel presented
      with or solicited by any leaflet, newspaper or magazine article, radio or
      television advertisement, or any other form of general advertising or
      solicited or invited to attend a promotional meeting otherwise than in
      connection and concurrently with such communicated
  offer.

              


      

       

      
        	
              	
                (h)

              	
                Complete
      Release.  Aubel hereby covenants and agrees that China
      Logistics has no further obligations to Aubel or any entities related to
      him.

              


      

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      
        	
                3.

              	
                Miscellaneous.

              


      

       

      
        	
              	
                (a)

              	
                Governing
      Law.  This Agreement and all questions relating to its
      validity, interpretation, performance and enforcement shall be governed by
      and construed in accordance with the laws of the State of Florida without
      giving effect to conflicts of law
principles.

              


      

       

      
        	
              	
                (b)

              	
                Binding Nature of
      Agreement; No Assignment.  This Agreement shall be
      binding upon and inure to the benefit of the parties hereto and their
      respective heirs, personal representatives, successors and assigns, except
      that no party may assign or transfer its rights under this Agreement
      without the prior written consent of the other party
    hereto.

              


      

       

      
        	
              	
                (c)

              	
                Execution in
      Counterparts.  This Agreement may be executed in any
      number of counterparts, each of which shall be deemed to be an original as
      against any party whose signature appears thereon, and all of which shall
      together constitute one and the same instrument.  This Agreement
      shall become binding when one or more counterparts hereof, individually or
      taken together, shall bear the signatures of all of the parties reflected
      hereon as the signatories.  The parties agree that a facsimile
      signature shall have the same validity as an
  original.

              


      

       

      
        	
              	
                (d)

              	
                Provisions
      Separable.  The provisions of this Agreement are
      independent of and separable from each other, and no provision shall be
      affected or rendered invalid or unenforceable by virtue of the fact that
      for any reason any other or others of them may be invalid or unenforceable
      in whole or in part.

              


      

       

      
        	
              	
                (e)

              	
                Paragraph
      Headings.  The section headings in this Agreement are for
      convenience only; they form no part of this Agreement and shall not affect
      its interpretation.

              


      

       

      
        	
              	
                (f)

              	
                Gender,
      Etc.  Words used herein, regardless of the number and
      gender specifically used, shall be deemed and construed to include any
      other number, singular or plural, and any other gender, masculine,
      feminine or neuter, as the context indicates is
    appropriate.

              


      

       

      
        	
              	
                (g)

              	
                Further
      Assurances.  Each of Aubel and China Logistics agrees
      that it shall take such further actions, file such forms and reports and
      execute such additional documents and instruments and do such other things
      as may be necessary in order to more fully effectuate the intent and
      purposes of this Agreement.

              


      

       

      IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the
date first above written.

       

      
        	China
      Logistics Group, Inc.	 
	 	 
	 	 
	
                By: /s/ V. Jeffrey
      Harrell

                Name:
      V. Jeffrey Harrell

                Title:
      President, CEO

              	
                /s/ David
      Aubel

                David
  Aubel

              


      

      


       

      


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