chlo_ex1015.htm


    Exhibit
10.15

     

    
      CONVERSION
AGREEMENT

       

      This CONVERSION AGREEMENT (the
“Agreement”) is made effective as of March 20, 2008, by and between V. Jeffrey
Harrell (the “Harrell”), 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, Harrell is owed compensation
from China Logistics for services rendered in the amount of $448,985 (the
“Accrued Compensation”);

       

      WHEREAS, Harrell agreed to convert the
Accrued Compensation into 581,247 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, Harrell 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
      Accrued Compensation.  Harrell hereby agrees to release
      China Logistics from any and all liability or obligations related to the
      Accrued Compensation in exchange for the issuance by China Logistics of
      581,247 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 Harrell’s agreement to
      release MediaReady from the liabilities due and owning Harrell related to
      the Accrued Compensation.

              


      

       

      
        	
                2.

              	
                Representations and
      Warranties.

              


      

       

      
        	
              	
                (a)

              	
                Information on
      Harrell. Harrell (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 Harrell 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. Harrell 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 Harrell is
accurate.

              


      

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

      
        	
              	
                (b)

              	
                Purchase of Conversion
      Shares. On the date hereof, Harrell 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.

              


      

       

      
        	
              	
                (c)

              	
                Compliance with
      Securities Act. Harrell 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 Harrell 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.

              


      

       

      
        	
              	
                (d)

              	
                Notwithstanding
      anything to the contrary contained in this Agreement, Harrell 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.

              


      

       

      
        	
              	
                (e)

              	
                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.”

       

      
        	
              	
                (f)

              	
                Communication of
      Offer. The offer to sell the Conversion Shares was directly
      communicated to Harrell by China Logistics. At no time was Harrell
      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.

              


      

       

      
        	
              	
                (g)

              	
                Complete Release and
      Post Closing Services.  Harrell hereby covenants and
      agrees that China Logistics has no further obligations to Harrell or any
      entities related to him.  Also, Harrell agrees that he will
      provide future services as may be needed from time to time by China
      Logistics as a member of its Board of Directors and Chief Executive
      Officer through December 31, 2008 or until the Board of Directors of China
      Logistics appoints a successor and allow China Logistics to utilize the
      office facilities at 888 East Las Olas Boulevard, Suite 710, Ft.
      Lauderdale, Florida 33301 during such period of time on a non-exclusive
      basis (the “Post Closing Services”).  Harrell further agrees to
      provide the Post Closing Services without compensation of any sort from
      China Logistics or its affiliates.

              


      

       

      
        
           

        

        
          -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 Harrell 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/ V. Jeffrey Harrell

                V.
      Jeffrey Harrell

              


      

      


       

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