8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

———————

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 31, 2007

MediaREADY, INC.

(Exact name of registrant as specified in its charter)

Florida	0-31497	65-1001686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

888 East Las Olas Boulevard, Suite 710, Fort Lauderdale, Florida  33301

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code  (954) 527-7780

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 3.02

Unregistered Sale of Equity Securities.

Item 5.01

Changes in Control of Registrant.

Shandong Jiajia International Logistics Co., Ltd.

On December 31, 2007 we entered into an acquisition agreement with Shandong Jiajia International Logistics Co., Ltd. (“Jiajia”), a Chinese limited liability company, and its sole shareholders Messrs. Hui Liu and Wei Chen, pursuant to which we acquired a 51% equity interest in Jiajia. At closing, we issued Messrs. Liu and Chen an aggregate of 1,000,000 shares of our Series A Preferred Stock, the designations, rights and preferences of which are set forth later in this report under Item 5.03. In addition, we agreed contribute $2,000,000 to increase the registered capital of Jiajia on or before March 31, 2008 subject to (i) the prior receipt of all regulatory approvals and licenses from the necessary governmental agencies in China related to this acquisition, and (ii) our filing of an amendment to this report which includes two years of audited financial statements of Jiaj ia together with the interim period for the nine months ended September 30, 2007. We will be required to raise capital from the sale of our securities to provide the funds necessary to meet this obligation. While we do not presently have any firm commitments to provide such capital, we reasonably believe we will be able to raise such funds prior to March 31, 2008.

The issuance of the shares of Series A Preferred Stock to Messrs. Lin and Chen, who are accredited or otherwise sophisticated investors, was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. Messrs. Liu and Chen, unrelated third parties who are Jiajia’s Chief Executive Officer and General Manager, respectively, will continue in these capacities. Following our acquisition of a majority of Jiajia, we intend to continue our historic efforts in the development of new products and services within the media convergence business entertainment marketplace.

Under the terms of the agreement, Mr. David Aubel, a stockholder in our company, agreed to personally assume any liabilities which may result from a stock purchase agreement we entered into in August 2004 with Graphics Distribution. In addition, the parties have agreed that the accrued compensation and convertible note payable-related party included in our current liabilities at September 30, 2007 will be converted into shares of our common stock at conversion rates of $.018 and $.02 per share respectively, resulting in the issuance of approximately 137,834,139 shares of our common stock. Included in these liabilities which are to be converted is approximately $419,000 of accrued compensation due Mr. Jeffrey Harrell, our CEO and President, and approximately $2,310,000 due to related parties under a convertible note and a loan. We do not presently have sufficient authorized but unissued share s of our common stock to provide for the conversion of these liabilities. Accordingly, we will be required to obtain stockholder consent to amendment our Articles of Incorporation to increase the amount of our authorized common stock.

In connection with the transaction, we issued Capital One Resource Co., Ltd., a subsidiary of China Direct, Inc., 450,000 shares of Series B Preferred Stock valued at $3,780,000, and Mr. Weidong Wang 35,000 shares of Series B Preferred Stock valued at $294,000, as compensation for assistance in the transaction. In addition, we issued an aggregate of 352,500 shares of Series B Preferred Stock valued at $2,961,000 to Dragon Venture (Shanghai) Capital Management Co., Ltd. as finder's fees. Dragon Venture (Shanghai) Capital Management Co., Ltd. is a subsidiary of Dragon Capital Group Corp. (Pink Sheets: DRGV). Mr. Lawrence Wang, the CEO of Dragon Capital Group Corp., is the brother of Dr. James Wang, the CEO of China Direct, Inc. China Direct, Inc. owns approximately 20% of the issued and outstanding shares Dragon Capital Group Corp. Each of Capital One Resource Co., Ltd., Mr. Weidong

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Wang and Dragon Venture (Shanghai) Capital Management Co., Ltd. are accredited or otherwise sophisticated investors and the issuances of our securities to those recipients was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act.

The issuance of the shares of Series A Preferred Stock issued to Messrs. Liu and Chen resulted in a change of control of our company in that such shares represent approximately 56% of our voting securities. These shares are also convertible into 100,000,000 shares of our common stock. In addition, we issued an aggregate of 838,500 shares of our Series B Preferred Stock to consultants and finders in this transaction. While these shares do not carry voting rights, the shares are convertible into an aggregate of 335,000,000 shares of our common stock and, if converted, could result in a change of control of our company. As set forth elsewhere in this report, we do not presently have a sufficient number of authorized but unissued shares of our common stock available to permit the conversion of such shares and, accordingly, we will be required to amend our Articles of Incorporation to increase our aut horized common stock.

About Jiajia

Established in November 1999, Jiajia is an international freight forwarder and logistics management company. Jiajia acts as an agent for international freight and shipping companies. Jiajia sells cargo space and arranges land, maritime, and air international transportation for clients seeking to import or export goods from or into China. Jiajia has obtained the approval for registration from China Ministry of Commerce in November 1999. On June 2, 2000 Jiajia received approval for customs clearance service from Customs General Administration of China. Since inception, Jiajia estimates to have processed the delivery of 80,000 standard containers, 500,000 metric tons of bulk cargo, and 250 metric tons of airfreight.

The typical service package provided by Jiajia includes goods reception, space reservation, transit shipment, consolidate traffic, storage, customs declaration, inspection declaration, multimodal transport and combined large-scale logistics, e.g., import and export of large mechanical equipment.

Headquartered in Qingdao, Jiajia has branches in Shanghai and Xiamen with two offices in Lianyungang and Rizhao. The company has 87 employees in total and partner with agents in North America, Europe, Australia, Asia, and Africa.

Jiajia is a designated agent of cargo carriers including Nippon Yusen Kaisha (NYK Line), P&O Nedlloyd, CMA CGM Group, Safmarine Container Lines, and Regional Container Lines (RCL). Jiajia was recognized by China International Freight Forwarders Association as one of the top 100 Chinese international freight forwarders on June 23, 2004.

Jiajia generates revenues through sales to existing customers as well as new customers. Presently approximately 60% of its revenues are initiated by existing customers, 20% are to new customers generated by Jiajia salesmen, and the remaining 20% are generated to new customers using third party agents.

Jiajia employs 13 full time sales persons; seven in Qingdao, three in the Xiamen branch, and three in the Shanghai branch. Sales persons solicit business through a variety of means including but not limited to personal visits, sales calls, and faxes. Customers sign annual or project-based contracts with Jiajia. The contract determines the merchandise, price, and delivery instructions. Salespersons are compensated with base salary and commission. Sales persons earn a sales commission based on net profit generated in excess of predetermined benchmark. Sales persons are required to hit monthly profit benchmark established by the company. The definitions of base salary, profit benchmark, and commission percentage vary across branches.

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Overseas agents choose Jiajia from referral or China Cargo Alliance (CCA), an independent network of air- and sea freight forwarders serving international trade of China. Currently CCA has 113 members including 67 overseas forwarders operating in 53 countries and 46 Chinese forwarders. In this alliance, all members are free to trade their services with peer members. ¹

Overseas agents forward orders to Jiajia for the services of handling and/or space purchase. If agents only request procedural handling, Jiajia usually charges $30to $40 per order for service fee. If agents choose to purchase the shipping spaces reserved by Jiajia, the profits from the order are evenly shared between agents and Jiajia.

Management

Jiajia's management includes Messrs. Liu and Chen. Following is biographical information on teach person.

Mr. Hui Liu (45) CEO and Co-Founder

Mr. Hui Liu co-founded Jiajia in 1999. From 1997 to 1999, Mr. Liu was the storage and delivery department manager at Shandong Jiajia Import and Export Corp., Ltd. From 1989 to 1997, Mr. Liu managed customs declaration, inspection declaration, shipping arrangement, and bulk cargo logistics at Cosco International Freight Co., Ltd. From 1986 to 1989 Mr. Liu was employed as a sailor with Qingdao Ocean Shipping Co., Ltd. Mr. Liu obtained an Associate Degree in Vessel Driving from Qingdao Ocean Shipping Mariner College in 1986.

Mr. Wei Chen (37) General Manager, Shanghai Branch

Mr. Wei Chen has been the general manager of Jiajia’s Shanghai Branch since February 2002. Prior to joining Jiajia, Mr. Chen was a shipping department manager at Shanghai Branch of Beijing Sunshine International Freight Co., Ltd. from October 1998 to February 2002. Previously, Mr. Chen was the chief representative of Shanghai office, Mitrans International Shipping Co., Ltd. from June 1995 to October 1998. Mr. Chen started his career as a sales representative at Asian Development International Transportation Corporation between September 1992 and May 1995. Mr. Chen obtained the Bachelor’s Degree in International Shipping from Shanghai Maritime University in 1992.

Consulting Agreement with China Direct, Inc.

On December 31, 2007, we entered into a consulting agreement with China Direct, Inc. which expires on June 30, 2008. Under the terms of this agreement we engaged China Direct, Inc. (AMEX: CDS) to coordinate the acquisition of Jiajia, and to provide us translation services as well as certain additional services including the restructuring of our balance sheet and assistance in the preparation of certain filings to be made with the Securities and Exchange Commission. As compensation for its services, we issued China Direct, Inc. 450,000 shares of our Series B Preferred Stock valued at $3,780,000. These shares are convertible into 180,000,000 shares of our common stock. We do not presently have a sufficient number of authorized but unissued shares of common stock available for the

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http://www.chinacargoalliance.com/en/profile.htm

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possible conversion of these shares. In addition, China Direct, Inc. is entitled to receive certain discretionary awards as additional fees in an unspecified amount payable either in cash or securities. The agreement may be terminated by either party upon 30 days notice; however, the compensation paid to China Direct, Inc. is not refundable. China Direct, Inc. is the parent company of Capital One Resource Co., Ltd. The issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. The recipient was an accredited investor.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Our authorized capital consists of 200,000,000 shares of common stock and 5,000,000 shares of blank check preferred stock. Under our Articles of Incorporation, our Board of Directors may create one or more series of preferred stock with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our Board of Directors. On December 31, 2007, we filed a Certificate of Amendment of the Articles of Incorporation creating a series of 1,000,000 shares of Series A Preferred Stock and 1,295,000 shares of Series B Preferred Stock The shares of Series A Preferred Stock were issued to the owners of Jiajia in connection with the acquisition of 51% of that company and 1,287,500 of the shares of Series B Preferred Stock were issued to finders and consultan ts as described earlier in this report.

The designations, rights and preferences of the Series A Preferred Stock are as follows:

·

the shares have a liquidation preference of $0.001 per share which equals the par value of the shares,

·

holders of the Series A Preferred Stock are not entitled to any dividends and the shares are not subject to redemption,

·

each share entitles the holder to 250 votes at any meeting of our stockholders and such shares will vote together with our common stockholders, and

·

each share is convertible into 100 shares of our common stock, subject to proportional adjustment for stock splits and dividends.

The designations, rights and preferences of the Series B Preferred Stock are as follows:

·

the shares have a liquidation preference of $0.001 per share which equals the par value of the shares,

·

holders of the Series B Preferred Stock are not entitled to any dividends and the shares are not subject to redemption,

·

the shares do not carry any voting rights, and

·

each share is convertible into 400 shares of our common stock, subject to proportional adjustment for stock splits and dividends.

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Item 9.01.

Financial Statements and Exhibits

(a)

Financial statements of businesses acquired.

We will file the audited financial statements of Jiajia for the fiscal years ended December 31, 2005 and 2006 and unaudited interim financial statements for the period ended September 30, 2007 within the time prescribed by the applicable rules and regulations of the Securities and Exchange Commission.

(b)

Pro forma financial information.

We will furnish the required pro forma financial information within the time prescribed by the applicable rules and regulations of the Securities and Exchange Commission.

(d)

Exhibits

3.1

Articles of Amendment of the Articles of Incorporation of MediaREADY, Inc. filed with the State of Florida on December 31, 2007.

10.1

Acquisition Agreement dated December 31, 2007 by and among MediaREADY, Inc., Shandong Jiajia International Logistics Co., Ltd., Hui Liu and Wei Chen.

10.2

Finder's Agreement dated December 31, 2007 between MediaREADY, Inc. and Dragon Venture (Shanghai) Capital Management Co., Ltd.

10.3

Consulting Agreement dated December 31, 2007 by and between China Direct, Inc. and MediaREADY, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MediaREADY, INC.
Date: January 4, 2008	By:	/s/ V. JEFFREY HARRELL
		V. Jeffrey Harrell,
		CEO and President

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EX-3.1

EXHIBIT 3.1

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

MediaREADY, Inc..

(Under Section 607.0602 of the Florida Business Corporation Act)

The undersigned, being the President and Chief Executive Officer of MediaREADY, Inc., a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the "Corporation"), does hereby certify that the following resolutions were duly adopted by the Board of Directors of the Corporation as required by Section 607.0602 of the Florida Business Corporation Act:

WHEREAS, as provided in the Corporation’s Articles of Incorporation, the name of this Corporation is MediaREADY, Inc.

WHEREAS, that by virtue of the authority contained in the Articles of Incorporation of the Corporation, the Corporation has authority to issue 200,000,000 shares of common stock, par value $.001 per share, and 5,000,000 shares of preferred stock, subject to designation by the Board of Directors in accordance with the authority conferred upon it in the Corporation’s Articles of Incorporation, as amended.

WHEREAS, the Corporation presently has 197,061,626 shares of Common Stock and no shares of Preferred Stock issued and outstanding

RESOLVED, that Article IV of the Corporation’s Articles of Incorporation – SHARES – be and the same hereby replaced, in its entirety, by the following:

ARTICLE IV

SHARES

This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”.  The total number of shares of Common Stock which this Corporation is authorized to issue is Two Hundred Million (200,000,000) shares, par value $.001 per share.  The total number of shares of Preferred Stock which this Corporation is authorized to issue is Five Million (5,000,000) shares.

The shares of Preferred Stock may be issued from time to time in one or more series.  The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, options, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Florida.  The Board of Directors is also expressly authorized to increa se or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.  In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

SERIES A CONVERTIBLE PREFERRED STOCK

1.

Designation. The designation of the said series of Preferred Stock shall be the "Preferred Stock, Series A" (the "Series A Preferred").

2.

Number of Shares; Par Value and Stated Capital.  The number of shares of Series A Preferred shall be limited to 1,000,000. The shares of Series A Preferred shall be issued as full shares, and shall have a stated value of $.001 per share.

3.

Dividends.  There are no dividend rights applicable to the shares of Series A Preferred.

4.

Liquidation.   The holders of the Series A Preferred shall have liquidation rights as follows:

A.  Payments.  In the event of any liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock are entitled to receive, out of legally available assets, a liquidation preference of $0.001 per share, and no more, before any payment or distribution is made to the holders of the Corporation’s common stock (the “Common Stock”).  But the holders of Series A Preferred will not be entitled to receive the liquidation preference of such shares until the liquidation preferences of any series or class of the Corporation’s stock hereafter issued that ranks senior as to liquidation rights to the Series A Preferred (“senior liquidation stock”) has been paid in full.  The holders of Series A Preferred and all other series or classes of the Corporation’s stock hereafter issued that rank on a par ity as to liquidation rights with the Series A Preferred are entitled to share ratably, in accordance with the respective preferential amounts payable on such stock, in any distribution (after payment of the liquidation preference of the senior liquidation stock) which is not sufficient to pay in full the aggregate of the amounts payable thereon.  After payment in full of the liquidation preference of the shares of Series A Preferred, the holders of such shares will not be entitled to any further participation in any distribution of assets by the Corporation.

B.  Corporation Action.  Neither a consolidation, merger or other business combination of the Corporation with or into another corporation or other entity, nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property will be considered a liquidation, dissolution or winding upon the Corporation.

5.

Voting Rights.  The holders of the Series A Preferred shall have 250 votes per share of Series A Preferred, and shall be entitled to vote on any and all matters brought to a vote of stockholders of Common Stock, and shall vote as a group with and on the same basis as holders of Common Stock.  Holders of Series A Preferred shall be entitled to notice of all stockholder meetings or written consents with respect to which they would be entitled to vote, which note would be provided pursuant to the Corporation’s By-Laws and applicable statutes.  Except as otherwise set forth herein, and except as otherwise required by law, holders of Series A Preferred shall have not have class voting rights on any matter.

6.

Holder Conversion Rights.  The holders of the Series A Preferred shall have the following rights with respect to the conversion of the Series A Preferred into shares of Common Stock:

A.

General.  Each share of Series A Preferred is convertible into 100 shares of Common Stock, subject to adjustment as provided hereinafter (the “Conversion Ratio”).

B.

Adjustments to Conversion Ratio.  In the event the Company shall (i) make or issue a dividend or other distribution payable in Common Stock; (ii) subdivide outstanding shares of Common Stock into a larger number of shares; or (ii) combine outstanding shares of Common Stock into a smaller number of shares, the Conversion Ratio shall be adjusted appropriately by the Corporation’s Board of Directors.

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C.

Capital Reorganization or Reclassification.  If the Common Stock issuable upon the conversion of the Series A Preferred shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 6), then in each such event, the holder of each share of Series A Preferred shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series A Preferred might have been converted immediately prior to such capital reorganization, reclassification or other chang e.

D.

Certificate as to Adjustments; Notice by Company.  In each case of an adjustment or readjustment of the conversion Ratio, the Company at its expense will furnish each holder of Series A Preferred with a certificate, showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based.

E.

Exercise of Conversion.  To exercise its conversion privilege, a holder of Series A Preferred shall surrender the certificate or certificates representing the shares being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such shares.  The certificate or certificates for shares of Series A Preferred surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank.  The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Series A Preferred being converted, shall be the “Conversion Date.”  As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Series A Preferred being converted or on its written order such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series A Preferred in accordance with the provision of this Section 6.  Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Preferred shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.  The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Series A Preferred, other than any taxes payable with respect to income by the holders thereof.

F.

Partial Conversion.  In the event some, but not all, of the shares of Series A Preferred represented by a certificate or certificates surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the number of shares of Series A Preferred which were not converted.

G.

Reservation of Common Stock.  The Company shall at all times use its best efforts and reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred, the Company shall take such corporate action as is reasonably practicable to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

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7.

Redemption Rights.  The Company shall have no redemption rights with respect to the Series A Preferred.

8.

Consolidation, Merger, Exchange, Etc.  In case the Company shall enter into any consolidation, merger, combination, statutory share exchange or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, money and/or any other property, then in any such case the Series A Preferred shall at the same time be similarly exchanged or changed into preferred shares of the surviving entity providing the holders of such preferred shares with (to the extent possible) the same relative rights and preferences as the Series A Preferred.

9.

Designation of Additional Shares.  The Board of Directors of the Company shall have the right to designate other shares of Preferred Stock having dividend, liquidation or other preferences equal to, subsequent to or prior to the rights of holders of the Series A Preferred.  Such preferences shall be determined in the resolutions creating such subsequent series.

10.

Vote to Change the Terms of Series A Preferred.  The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the holders of not less than fifty-one percent (51%) of the then outstanding Series A Preferred shall be required for any change to this Certificate of Designation or the Company’s Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series A Preferred.  

11.

No Preemptive Rights. No holder of any shares of Series A Preferred, as such, shall be entitled as a matter of right to subscribe for or purchase any part of any new or additional issue of shares of any class or series, junior or senior thereto, or securities convertible into, exchangeable for, or exercisable for the purchase of, shares of any class or series, junior or senior, whether now or hereafter authorized, and whether issued for cash, property, services, by way of dividends, or otherwise.  

12.

No Prior Issuance.  No shares of Series A Preferred have been issued prior to the date hereof.

SERIES B CONVERTIBLE PREFERRED STOCK

1.

Designation. The designation of the said series of Preferred Stock shall be the "Preferred Stock, Series B" (the "Series B Preferred").

2.

Number of Shares; Par Value and Stated Capital.  The number of shares of Series B Preferred shall be limited to 1,295,000. The shares of Series B Preferred shall be issued as full shares, and shall have a stated value of $.001 per share.

3.

Dividends.  There are no dividend rights applicable to the shares of Series B Preferred.

4.

Liquidation.  The holders of the Series B Preferred shall have liquidation rights as follows:

A.  Payments.  In the event of any liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred are entitled to receive, out of legally available assets, a liquidation preference of $0.001 per share, and no more, before any payment or distribution is made to the holders of the Corporation’s common stock (the “Common Stock”).  But the holders of Series B Preferred will not be entitled to receive the liquidation preference of such shares until the liquidation preferences of any series or class of the Corporation’s stock hereafter issued that ranks senior as to liquidation rights to the Series B Preferred  (“senior liquidation stock”) has been paid in full.  The holders of Series B Preferred Stock and all other series or classes of the Corporation’s stock hereafter issued that rank on a parity as to liquidation rights with the Series B Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such stock, in any distribution (after payment of the

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liquidation preference of the senior liquidation stock) which is not sufficient to pay in full the aggregate of the amounts payable thereon.  After payment in full of the liquidation preference of the shares of Series B Preferred, the holders of such shares will not be entitled to any further participation in any distribution of assets by the Corporation.

B.  Corporation Action.  Neither a consolidation, merger or other business combination of the Corporation with or into another corporation or other entity, nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property will be considered a liquidation, dissolution or winding upon the Corporation.

5.

Voting Rights.  The holders of the Series B Preferred shall have no votes per share of Series B Preferred except as otherwise provided by law.

6.

Holder Conversion Rights.  The holders of the Series B Preferred shall have the following rights with respect to the conversion of the Series B Preferred into shares of Common Stock:

a.

General.  Each share of Series B Preferred is convertible into 400 shares of Common Stock, subject to adjustment as provided hereinafter (the “Conversion Ratio”).

b.

Adjustments to Conversion Ratio.  In the event the Company shall (i) make or issue a dividend or other distribution payable in Common Stock; (ii) subdivide outstanding shares of Common Stock into a larger number of shares; or (ii) combine outstanding shares of Common Stock into a smaller number of shares, the Conversion Ratio shall be adjusted appropriately by the Corporation’s Board of Directors.

c.

Capital Reorganization or Reclassification.  If the Common Stock issuable upon the conversion of the Series A Preferred shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 6), then in each such event, the holder of each share of Series B Preferred shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series B Preferred might have been converted immediately prior to such capital reorganization, reclassification or other chang e.

d.

Certificate as to Adjustments; Notice by Company.  In each case of an adjustment or readjustment of the conversion Ratio, the Company at its expense will furnish each holder of Series B Preferred with a certificate, showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based.

e.

Exercise of Conversion.  To exercise its conversion privilege, a holder of Series B Preferred shall surrender the certificate or certificates representing the shares being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such shares.  The certificate or certificates for shares of Series B Preferred surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank.  The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Series B Preferred being converted, shall be the “Conversion Date.”  As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Series B Preferred being converted or on its written order such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series B Preferred in accordance with the provision of this Section 6.  Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series B Preferred shall cease, and the person or persons in whose name or names any certificate or certificates for

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shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.  The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Series B Preferred, other than any taxes payable with respect to income by the holders thereof.

f.

Partial Conversion.  In the event some, but not all, of the shares of Series B Preferred represented by a certificate or certificates surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the number of shares of Series A Preferred which were not converted.

g.

Reservation of Common Stock.  The Company shall at all times use its best efforts and reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred, the Company shall take such corporate action as is reasonably practicable to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

7.

Redemption Rights.  The Company shall have no redemption rights with respect to the Series B Preferred.

8.

Consolidation, Merger, Exchange, Etc.  In case the Company shall enter into any consolidation, merger, combination, statutory share exchange or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, money and/or any other property, then in any such case the Series B Preferred shall at the same time be similarly exchanged or changed into preferred shares of the surviving entity providing the holders of such preferred shares with (to the extent possible) the same relative rights and preferences as the Series B Preferred.

9.

Designation of Additional Shares.  The Board of Directors of the Company shall have the right to designate other shares of Preferred Stock having dividend, liquidation or other preferences equal to, subsequent to or prior to the rights of holders of the Series B Preferred.  Such preferences shall be determined in the resolutions creating such subsequent series.

10.

Vote to Change the Terms of Series B Preferred.  The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the holders of not less than fifty-one percent (51%) of the then outstanding Series B Preferred shall be required for any change to this Certificate of Designation or the Company’s Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series B Preferred.  

11.

No Preemptive Rights. No holder of any shares of Series B Preferred, as such, shall be entitled as a matter of right to subscribe for or purchase any part of any new or additional issue of shares of any class or series, junior or senior thereto, or securities convertible into, exchangeable for, or exercisable for the purchase of, shares of any class or series, junior or senior, whether now or hereafter authorized, and whether issued for cash, property, services, by way of dividends, or otherwise.  

6

12.

No Prior Issuance.  No shares of Series B Preferred have been issued prior to the date hereof.

IN WITNESS WHEREOF, the undersigned, being the President of this Corporation, has executed these Articles of Amendment as of December 28, 2007.

MEDIAREADY, INC.

By:

/s/ Jeffrey Harrell

Jeffrey Harrell

President and Chief Executive Officer

7

EX-10.1

EXHIBIT 10.1

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (the "Agreement") is made and entered into this 31st day of December 2007 by and among MediaReady, Inc., a Florida Corporation, (“MediaReady”), and Shandong Jiajia International Logistics Co., Ltd., a company of limited liabilities organized under the laws of the Peoples Republic of China herein as (the “Company” or “Jiajia”), and the individuals Hui Liu and Wei Chen, shareholders of Jiajia (the “Shareholders”).

RECITALS

A.

Jiajia is a company of limited liabilities organized under the laws of the Peoples Republic of China.  

B.

The Shareholders collectively hold a 100% equity interest in Jiajia.  

C.

MediaReady desires to acquire a 51% equity interest in Jiajia, and the Shareholders desire to sell to MediaReady a 51% equity interest in Jiajia.  

D.

The Company is doing business in China and related territories with the following address:

23F, Gutai Beach Building

969 Zhongshan Road South

Shanghai, China

Tel: 86-21-63355100

Fax: 86-21-63555155

E.

MediaReady shall acquire a 51% equity interest of Jiajia for total consideration of $2,000,000 (“Cash Consideration”) and 1,000,000 shares of MediaReady Series A Preferred Stock (the “Series A Preferred Stock” or “Stock Consideration”).  

F.

The Shareholders hereby agree that Jiajia, as of the date of this agreement, shall transfer a 51% equity interest of Jiajia in exchange for total consideration of $2,000,000 cash consideration and 1,000,000 shares of Series A Preferred Stock.  

G.

The offer and sale of the Preferred Stock A shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, (the "Act").

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

1

1.

CONSIDERATION

MediaReady shall acquire a 51% equity interest of Jiajia for total consideration of $2,000,000 cash consideration and 1,000,000 shares of Series A Preferred Stock.  

a.

Cash Consideration.  The $2,000,000 cash consideration will be contributed to Jiajia on or before March 31, 2008.  The Cash Consideration will not be delivered to Jiajia prior to the proof of all regulatory approvals and licenses from the necessary government agencies of China, as well as the filing of a Form 8K/A including audited financial statements for Jiajia for the years ended December 31, 2005 and 2006, as well as the interim financial reports for the nine months ended September 30, 2007.   

b.

Stock Consideration. The 1,000,000 shares of Series A Preferred Stock shall be issued to Jiajia upon execution of this agreement on the closing date.  The 1,000,000 shares of Series A Preferred Stock to be issued to Jiajia have been or will have been duly authorized by all necessary corporate and stockholder actions and, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.  The Series A Preferred Stock shall carry voting rights of 250/1 (250 votes per share of preferred stock) and shall be convertible into an aggregate of 100,000,000 shares of common stock (100 common shares for every share of preferred stock).

2.

CLOSING

The closing shall take place not later than December 31, 2007 (the “Closing”).  At Closing, the parties shall provide each other with such documents as may be necessary or appropriate in order to consummate the transactions contemplated hereby including evidence of due authorization of the Agreement and the transactions contemplated hereby.

a.

Delivery of Jiajia Shares.  At  Closing, the Shareholders will transfer a 51% equity interest of Jiajia to MediaReady.  

b.

Delivery of Series A Preferred Stock. The 1,000,000 shares of the Series A Preferred Stock shall be delivered to Jiajia at Closing.

c.

Investment Intent.  The Series A Preferred Stock And the common shares underlying the Series A Preferred Stock, assuming conversion, have not been registered under the Securities Act of 1933, as Amended, and may not be resold unless the Preferred Shares and/or the common shares underlying the Series A Preferred Stock, assuming conversion, are registered under the Act or an exemption from such registration is available.  Jiajia represents and warrants that Jiajia is acquiring the Series A Preferred Stock And/or the common shares underlying the Series A Preferred Stock assuming conversion, for its own account, for investment, and not with a view to the sale or distribution of such Series A Preferred Stock  Each certificate representing the Series A Preferred Stock And/ or the common shares underlying the Series A Preferred Stock assuming conversion, will have a legend thereon incorporating language as follows:

2

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act").  The shares have been acquired for investment and may not be sold or transferred in the absence of an effective Registration Statement for the shares under the Act unless in the opinion of counsel satisfactory to the Company, registration is not required under the Act."

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

The Company and the Shareholders hereby represent and warrant as follows:

a.

Organization and Good Standing and Ownership of Company.  The Company is duly organized, validly existing and in good standing under the laws of the Peoples Republic of China, and is entitled to own or lease its properties and to carry on its business in the places where such properties are now owned, leased or operated and as such business is now conducted.  The Company is duly licensed or qualified and in good standing as a Chinese company of limited liabilities where the character of the properties owned by it or the nature of the business transacted by it make such licenses or qualifications necessary.  There are no outstanding subscriptions, rights, options, warrants or other agreements obligating either the Company or the Shareholders to issue, sell or transfer any ownership interest in the Company or an ownership of the assets of the Company.

b.

Ownership of Company.  The Shareholders are the beneficial owners of record and beneficially of the Company, all of which ownership interests are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

c.

Financial Statements, Books and Records.  There has been previously delivered to MediaReady the unaudited balance sheet of Jiajia as of December 31, 2006 and December 31, 2005 (the "Jiajia Balance Sheets").  The Jiajia Balance Sheets are true and accurate and fairly represents the financial position of the Company as at such date, and has been prepared in accordance with generally accepted accounting principles consistently applied.

d.

No Material Adverse Changes.  Since the date of the unaudited balance sheet of Jiajia as of December 31, 2006 and through the Closing hereof, there have not been:

i.

any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of the Company;

ii.

any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of the Company its subsidiaries, whether or not covered by insurance;

iii.

any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of any ownership interest in the Company and/or its subsidiaries;

3

iv.

any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by the Company and/or its subsidiaries of any properties or assets; or

v.

adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

e.

Taxes.  The Company has prepared and filed all appropriate tax returns for all periods prior to and through the date hereof for which any such returns have been required to be filed by it and has paid all taxes shown to be due by said returns or on any assessments received by it or has made adequate provision for the payment thereof.

f.

Compliance with Laws.  The Company has complied with all applicable laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business of the Company.  Jiajia shall obtain the necessary approvals from the respective regulatory authority and shall provide such valid license to MediaReady.

g.

No Breach.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

i.

violate any provision of the Articles of Incorporation or By-Laws or similar doctrines of the Company;

ii.

violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Company is a party or by or to which it or any of its assets or properties may be bound or subject;

iii.

violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, the Company, or upon the properties or business of the Company; or

iv.

violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of the Company.

h.

Actions and Proceedings.  There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving the Company.  

i.

Real Estate.  Jiajia neither owns real property nor is a party to any leasehold agreement.

j.

Tangible Assets.  Jiajia has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, owned or leased by the Company, any related capitalized items or other tangible property material to the business of the Company (the "Jiajia Tangible Assets").  The Company holds all rights, title and interest in all the Jiajia Tangible Assets owned by it on the Jiajia Balance Sheets or acquired by it after the date of the Jiajia Balance Sheets, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances.  All of the

4

Jiajia Tangible Assets are in good operating condition and repair taking into account the age of the tangible assets and subject to fair wear and tear, and are usable in the ordinary course of business of the Company and conform to all applicable laws, ordinances and governmental orders, rules and regulations relating to their construction and operation.

k.

Liabilities.  Jiajia does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any other governmental charge or lawsuit (all of the foregoing collectively defined to as "Jiajia Liabilities"), which were not fully, fairly and adequately reflected on the Jiajia Balance Sheets.  At Closing, the Company will not have any liabilities, other than liabilities fully and adequately reflected on the Jiajia Balance Sheets, except for liabilities incurred in the ordinary course of business.

l.

Operations of Jiajia.  From the date of the balance sheet of Jiajia on December 31, 2006 and through the Closing hereof Jiajia has not and will not have:

i.

incurred any indebtedness for borrowed money;

ii.

declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

iii.

made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;

iv.

except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);

v.

disposed of any assets of the Company except in the ordinary course of business; or

vi.

materially increased the annual rate of compensation of any executive employee of the Company;

vii.

increased, terminated, amended or otherwise modified any plan for the benefit of employees of the Company;

viii.

issued any equity securities or rights to acquire such equity securities; or

ix.

except in the ordinary course of business, entered into or modified any contract, agreement or transaction.

m.

Full Disclosure.  No representation or warranty by the Company or the Shareholders in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to  pursuant hereto or in connection with the negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the businesses of the Company.

5

n.

Representations and Warranties at Closing.  The representations and warranties contained in this Section 3 shall be true and complete at Closing with the same force and effect as though such representations and warranties had been made on and as of the Closing.

4.

REPRESENTATIONS AND WARRANTIES OF MEDIA READY

MediaReady hereby represents and warrants to the Company and the Shareholders as follows:

a.

Organization and Good Standing.   MediaReady is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased, or operated and such business is now conducted.  The authorized capital stock of consists of 200,000,000 shares of Common Stock, par value $.001 per share, of which 197,061,626 shares are presently issued and outstanding and 5,000,000 shares of preferred stock, of which none are issued and outstanding.    

b.

Series A Preferred Stock.  The Series A Preferred Stock to be issued to Jiajia has been duly authorized by all necessary corporate and stockholder actions and, and when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.  The 1,000,000 shares of Series A Preferred Stock shall carry super voting rights equal to an aggregate of 250,000,000 shares of common stock (250 shares of common stock for every 1 share of Series A Preferred Stock) and shall be convertible into an aggregate of 100,000,000 shares of common stock of MediaReady, par value $.001 per share (100 shares of common stock for every 1 share of Series A Preferred Stock).

c.

Financial Statements; Books and Records.  There has been previously delivered to the Company, the unaudited balance sheet of as September 30, 2007 (the “MediaReady Balance Sheet”) and the related statements of operations for the periods then ended (the "MediaReady Financial Statements").  The MediaReady Financial Statements are true and accurate and fairly represent the financial position of the Company as at such dates and the results of its operations for the periods then ended, and have been prepared in accordance with generally accepted accounting principles consistently applied.  

d.

No Material Adverse Changes.  Since the date of the MediaReady Balance Sheet on September 30, 2007 and through the Closing hereof, there have not been:

i.

any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of MediaReady;

ii.

any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of , whether or not covered by insurance;

iii.

any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of capital stock;

iv.

any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by MediaReady of any properties or assets; or

v.

adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

6

e.

Taxes.  MediaReady has prepared and filed all appropriate tax returns of every kind and category (including, without limitation, income taxes, estimated taxes, excise taxes, sales taxes, inventory taxes, use taxes, gross receipt taxes, franchise taxes and property taxes) for all periods prior to and through the date hereof for which any such returns have been required to be filed by it or the failure to make such filings and resulting liability would not be material relative to the results of operations of .MediaReady has paid all taxes shown to be due by the said returns or on any assessments received by it or has made adequate provision for the payment thereof.

f.

Compliance with Laws.  MediaReady has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to their businesses, including Federal and State securities laws, which, if not complied with, would materially and adversely affect the business of MediaReady or the trading market for the shares of MediaReady Common Stock.

g.

No Breach.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

i.

violate any provision of the Articles of Incorporation or By-Laws of MediaReady;

ii.

violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which MediaReady is a party or by or to which it or any of its assets or properties may be bound or subject;

iii.

violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, MediaReady or upon the properties or business of ; or

iv.

violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of MediaReady.

h.

Actions and Proceedings.  There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving MediaReady.  

i.

Issuance of Stock to Consultant.  MediaReady acknowledges and agrees that it has retained consultants to assist in the transactions contemplated by this Agreement for the consideration of 485,000 shares of Series B Preferred Stock.  MediaReady shall deliver 450,000 of such shares to Capital One Resource Co., Ltd. and 35,000 of such shares to Weidong Wang upon execution of this Agreement.  These shares shall be expensed accordingly in 2007 by Media Ready.  

j.

Assets.  MediaReady has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, owned or leased by MediaReady, any related capitalized items or other tangible property material to the business of MediaReady (the "MediaReady Tangible Assets").  MediaReady holds all rights, title and interest in all the MediaReady Tangible Assets owned

7

by it on the MediaReady Balance Sheet or acquired by it after the date of the MediaReady Balance Sheet, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances.  All of the MediaReady Tangible Assets are in good operating condition and repair taking into account the age of the tangible assets and subject to fair wear and tear, and are usable in the ordinary course of business of MediaReady and conform to all applicable laws, ordinances and governmental orders, rules and regulations relating to their construction and operation.

k.

Series B Preferred Stock. The Series B Preferred Stock to be issued to consultants has been duly authorized by all necessary corporate and stockholder actions and, and when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.  The 485,000 shares Series B Preferred Stock shall carry no voting rights and shall be convertible into an aggregate of 194,000,000 shares of common stock of MediaReady (400 shares of common stock for every 1 share of Series B Preferred Stock).

l.

Liabilities.  MediaReady does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any other governmental charge or lawsuit (all of the foregoing collectively defined to as "MediaReady Liabilities"), which were not fully, fairly and adequately reflected on the MediaReady Balance Sheet.  As of the Closing Date, MediaReady will not have any liabilities, other than liabilities fully and adequately reflected on the MediaReady Balance Sheet dated September 30, 2007, except for liabilities incurred in the ordinary course of business.  

The MediaReady Balance Sheet reflects the MediaReady Liabilities as follows:

	September 30, 2007
	Unaudited
Current Liabilities
Cash overdraft	$                23,681
Accounts payable - trade	$              843,310
Accrued compensation	$              418,498
Other accruals	$                36,565
Convertible note payable - related party	$           2,291,685
Derivative Liability	$           3,628,503
Loan payable - shareholder	$                18,817
Total Current Liabilities	$           7,261,059

The accumulated compensation and convertible note payable-related party as delineated in Section “l” above shall be converted into shares of common stock of MediaReady, par value $.001 per share, at a conversion rate of $.018 and $.02 per share respectively.

8

m.

Operations of MediaReady.  Except as set forth in the MediaReady Balance Sheet and through the Closing hereof MediaReady has not and will not have,:

i.

incurred any indebtedness for borrowed money;

ii.

declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

iii.

made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;

iv.

except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);

v.

disposed of any assets of MediaReady except in the ordinary course of business; or

vi.

materially increased the annual level of compensation of any executive employee of MediaReady;

vii.

increased, terminated amended or otherwise modified any plan for the benefit of employees of MediaReady;

viii.

issued any equity securities or rights to acquire such equity securities; or

ix.

except in the ordinary course of business, entered into or modified any contract, agreement or transaction.

n.

Authority to Execute and Perform Agreements.  MediaReady has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder.  This Agreement has been duly executed and delivered and is the valid and binding obligation of , enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance by this Agreement, in accordance with its respective terms and conditions will not:

i.

require the approval or consent of any governmental or regulatory body, the Stockholders of , or the approval or consent of any other person;

ii.

conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with any notice or lapse of time or both would constitute) a default under, any order, judgment or decree applicable to MediaReady, or any instrument, contract or other agreement to which  is a party or by or to which  is bound or subject; or

iii.

result in the creation of any lien or other encumbrance on the assets or properties of MediaReady.

o.

Delivery of Periodic Reports; Compliance with 1934 Act.  MediaReady has provided the Company and the Shareholders with financial statements.  All reports filed pursuant to such Act are complete and correct in all material respects. All material contracts relative to MediaReady are included in the Periodic Reports.  All material contracts and commitments for the provision or receipt of services

9

or involving any obligation on the part of MediaReady have been included  as exhibits to the periodic reports of MediaReady.  

p.

Capitalization.  The authorized capital stock of MediaReady consists of 200,000,000 shares of common stock, par value $.001 per share, of which 197,061,626 shares are presently issued and outstanding and 5,000,000 shares of preferred stock, of which none is issued and outstanding.  MediaReady has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the issued or unissued shares of capital stock of MediaReady.

q.

Full Disclosure.  No representation or warranty in this Agreement or in any document or schedule to be delivered by it pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to the Company or the Shareholders pursuant hereto or in connection with the execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business of MediaReady.

r.

Representations and Warranties at Closing.  The representations and warranties contained in this Section 4 shall be true and complete at the Closing with the same force and effect as through such representations and warranties had been made on and as of the Closing Date.

5.

REPRESENTATIONS AND WARRANTIES OF MEDIA READY SHAREHOLDER

MediaReady Shareholder hereby represents and warrants to the Company and the Shareholders as follows:

a.

Assumption of Liabilities.  Mr. David Aubel (“MediaReady Shareholder”), signatory to the Agreement, acknowledges his personal assumption of any and all liabilities resulting from a stock purchase agreement entered into between Graphics Distribution and MediaReady on August 11, 2004, which was effective June 1, 2004 and subsequently disclosed in various periodic reports of MediaReady with the Securities and Exchange Commission.  

6.

COVENANTS OF COMPANY AND SHAREHOLDERS

The Company and the Shareholders covenant to MediaReady as follows:

a.

Conduct of Business.  From the date hereof through the Closing, the Shareholders and the Company shall conduct its business in the ordinary course.

b.

Preservation of Business.  From the date December 31, 2006 through the Closing, the Shareholders and the Company shall use its best efforts to preserve its business organization intact, keep

10

available the services of its present employees, consultants and agents, maintain its present suppliers and customers and preserve its goodwill.

c.

Litigation.  The Company shall promptly notify MediaReady of any lawsuits, claims, proceedings or investigations which after the date hereof are threatened or commenced against the Company or against any officer, director, employee, consultant, agent, shareholder or other representative with respect to the affairs of the Company.

d.

Continued Effectiveness of Representations and Warranties.  From the date hereof through the Closing, the Shareholder and the Company shall conduct its business in such a manner so that the representations and warranties contained in Section 3 shall continue to be true and correct on and as of the Closing and as if made on and as of the Closing, and shall:

i.

promptly give notice to MediaReady of any event, condition or circumstance occurring from the date hereof through the Closing which would render any of the representations or warranties materially untrue, incomplete, insufficient or constitute a violation or breach of this Agreement; and

ii.

supplement the information contained herein in order that the information contained herein is kept current, complete and accurate in all material respects.

7.

COVENANTS OF MEDIAREADY

MediaReady covenants to the Company and the Shareholders as follows:

a.

Conduct of Business.  From the date hereof through the Closing, MediaReady shall conduct its business in the ordinary course and, without the prior written consent of the Company, shall ensure that does not undertake any of the actions specified in Section 6 hereof.

b.

Preservation of Business.  From the date hereof through the Closing, MediaReady shall preserve its business organization intact and use its best efforts to preserve goodwill.

c.

Litigation.  MediaReady shall promptly notify the Company of any lawsuits, claims, proceedings or investigations that after the date hereof are threatened or commenced against MediaReady or against any officer, director, employee, consultant, agent, or stockholder with respect to the affairs of MediaReady.

d.

Continued Effectiveness of Representations and Warranties.  From the date hereof through the Closing, MediaReady shall conduct its business in such a manner so that the representations and warranties contained in Section 4 shall continue to be true and correct on and as of the Closing and as if made on and as of the Closing, and shall:

i.

promptly give notice to the Company of any event, condition or circumstance occurring from the date hereof through the Closing which would render any of the representations or warranties materially untrue, incomplete, insufficient or constitute a violation or breach of this Agreement; and

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ii.

supplement the information contained herein in order that the information contained herein is kept current, complete and accurate in all material respects.

8.

MUTUAL COVENANTS OF ALL PARTIES

a.

Corporate Examinations and Investigations.  Prior to the Closing, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require.  No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement.

b.

Expenses.  Each party hereto agrees to pay its own costs and expenses incurred in negotiating this Agreement and consummating the transactions described herein.

c.

Further Assurances.  The parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.  Each such party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to the satisfaction of each party to conduct the execution of this Agreement on or before the Closing including, without limitation, the execution and delivery of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing.

d.

Confidentiality.  In the event the transactions contemplated by this Agreement are not consummated, each of the parties hereto agree to keep confidential any information disclosed to each other in connection therewith for a period of one (1) year from the date hereof; provided, however, such obligation shall not apply to information which:  

i.

at the time of disclosure was public knowledge;

ii.

after the time of disclosure becomes public knowledge (except due to the action of the receiving party);

iii.

the receiving party had within its possession at the time of disclosure.

iv.

the disclosure of which is required by law, the SEC or other competent authority;

v.

which at the time of disclosure by one party written consents have been obtained from the other parties.

e.

Conversion of Preferred Shares.  All parties to the Agreement covenant that any conversion of preferred shares to common stock of MediaReady shall only occur upon MediaReady having a sufficient reserve of authorized shares of common stock.

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9.

INDEMNIFICATION

a.

Obligation of MediaReady to Indemnify.  Subject to the limitations on the survival of representations and warranties contained in Section 3, MediaReady hereby agrees to indemnify, defend and hold harmless the Company and the Shareholder from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements (a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of  contained in this Agreement or in any document or other writing delivered pursuant to this agreement.

b.

Obligation of the Company and the Shareholder to Indemnify.  Subject to the limitations on the survival of representations and warranties contained in Section 4, the Company and the Shareholder agree to indemnify, defend and hold harmless MediaReady from and against any Loss, based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.

10.

MISCELLANEOUS

a.

Waivers.  The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no event constitute waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement.

b.

Amendment.  This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.

c.

Assignment.  This Agreement is not assignable except by operation of law.

d.

Notices.  Until otherwise specified in writing, the mailing addresses of both parties of this Agreement shall be as follows:

MediaReady:
Attn: V. Jeffrey Harrell 888 East Las Olas Boulevard, Suite 710 Fort Lauderdale, FL 33301 Phone: 954-527-7780 Fax: 954-527-7772 JIAJIA:
Attn: Hui Liu 23F, Gutai Beach Building 969 Zhongshan Road South Shanghai, China Tel: 86-21-63355100 Fax: 86-21-63555155

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Any notice or statement given under this Agreement shall be deemed to have been given if sent by registered mail addressed to the other party at the address indicated above or at such other address that shall have been furnished in writing to the addressor.

e.

Governing Law.  This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of the State of Florida, thereby precluding any choice of law rules which may direct the applicable of the laws of any other jurisdiction.

f.

Entire Agreement.  This Agreement executed in connection with the consummation of the transactions contemplated herein comprises the entire agreement among the parties with respect to the acquisition of the ownership interest in Jiajia and the issuance of shares of MediaReady (Series A Preferred Stock and Series B Preferred Stock) and supersedes all prior agreements, written or oral, with respect thereto.

g.

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

h.

Severability of Provisions.  The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

i.

Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.

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

MediaReady, Inc. /s/ V. Jeffrey Harrell Signature V. Jeffrey Harrell 12/31/2007 V. Jeffrey Harell, President & CEO Date	David Aubel /s/ David Aubel Signature David Aubel 12/31/2007 MediaReady Shareholder Date
Shandong Jiajia International Logistics Co., Ltd.   Signature /s/ Hui Liu Hui Liu, CEO 12/31/2007 Name, Title Date
Shareholder: Wei Chen /s/ Wei Chen Signature Wei Chen, Shareholder 12/31/2007 Name, Title Date	Shareholder: Hui Lin /s/ Hui Liu Signature Hui Liu, Shareholder 12/31/2007 Name, Title Date

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EX-10.2

EXHIBIT 10.2

FINDERS AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into as of the 31st day of December, 2007 (the "Effective Date"), between MediaReady, Inc., a Florida corporation (the "Company") with its address at 888 East Las Olas Boulevard, Suite 710, Fort Lauderdale, FL 33301 and Dragon Venture (Shanghai) Capital Management Co., Ltd., (the “Finder”), a company of limited liabilities formed under the laws of the Peoples Republic of China (the “PRC”).

RECITALS

The Company desires to compensate the Finder for its efforts to assist Company to identify, evaluate and coordinate a potential merger and/or acquisition opportunity involving an entity in the PRC.  Company has relied upon the Finder for advice on general business activities and customs relative to the operations of a business entity in the PRC.  

NOW, THEREFORE, in consideration of the recitals, promises and conditions in the Agreement, the Finder and the Company agree as follows:

1.

Services.  

a

The Company hereby acknowledges the efforts of the Finder to assist the Company in identifying and introducing business opportunities (“Candidates”) for the Company’s potential acquisition.

b

The Finder acknowledges that the services provided are isolated services by it and do not require registration as a “broker” or “dealer” as defined by Section 3 of the Securities and Exchange Act of 1934 or “investment advisor”, "person associated with an investment adviser" or “affiliated person” as defined by the Investment Advisers Act of 1940.

c

The Finder has only identified and introduced business opportunities to the Company.  The Finder shall specifically has not:

i.

engaged in any form of negotiation for the sale or purchase of any of the Company's securities, business assets, products or services;

ii.

made recommendations, give advice, or provide valuations or analysis of any securities, business assets, products or services of the Company

iii.

participated in due diligence activities or the preparation or distribution of materials, such as financial data or sales literature;

iv.

participated in any advertisements or general solicitation regarding any securities, business assets, products or services of the Company;

v.

handle any funds or securities on behalf of the Company.

2.

Compensation.  As compensation for its services, the Company shall issue to Finder 352,500 shares of its Series B Preferred Stock.  

3.

Non-Disclosure of Confidential Information.  The Finder acknowledges that is the policy of the Company to maintain as secret and confidential all valuable information heretofore or hereafter acquired, developed or used by the Company in relation to its business, operations, employees and customers which may give the Company a competitive advantage in its industry (all such information is hereinafter referred to as "Confidential Information").  The parties recognize that, by reason of its duties, the Finder may acquire Confidential Information.  The Finder recognizes that all such Confidential Information is the property of the Company.  In consideration of the Company entering into this Agreement, the Finder agrees that it shall never, directly or indirectly, intentionally or unintentionally, publicly disseminate or otherwise disclose any Confidential Information obtained during it s engagement by the Company without the prior written consent

of the Company, unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential, it being understood that the obligation created by this subparagraph shall survive the termination of this Agreement.

4.

Representations and Indemnification.   The acts, statements and representations made by the Finder without the approval of the Company to investors are the sole responsibility of the Finder and the Finder agrees to indemnify the Company for any liability, claims, losses and expenses, including legal costs and expenses incurred by the Company that result from the Finder's representations made without the approval of the Company or upon breach or claim of breach of any provision of this Agreement.  The Finder represents that all materials provided to the Company regarding the contemplated transactions are truthful and accurate.

5.

Taxes; Expenses.   All taxes, duties and other governmental fees or charges arising from the Finder's receipt of compensation hereunder shall be borne by the Finder. The Finder shall bear his own expenses in connection with this Agreement and the transactions contemplated hereby.

6.

Notices.  Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing or when deposited in the United States mail, postage prepaid, addressed to the other party at the address provided by each party.  Either party may change its address by written notice made in accordance with this section.

7.

Authority.  The parties hereto represent that each has the authority to enter into this Agreement.

8.

Assignment.  Any attempt by either party to assign any rights, duties or obligations that arise under this Agreement without the prior written consent of the other party shall be void and shall constitute a breach of the terms of this Agreement.

9.

Entire Agreement; Modification.  This Agreement constitutes the entire agreement between the Company and the Finder.  No promises, guarantees, inducements or agreements, oral or written, express or implied, have been made regarding the provision of investment banking consulting services, other than as contained in this Agreement.  This Agreement can be modified only in writing signed by both parties hereto.

10.

Severability.  In the event of the invalidity or unenforceability of any one or more of the provisions of this Agreement, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof, and such other provisions shall be deemed to remain in full force and effect.

11.

Choice of Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of its choice of law principles; and any suit, action or proceeding arising out of or relating to this Agreement may be commenced and maintained in any court of competent jurisdiction in Palm Beach County, Florida and each party waives all objections to such jurisdiction and venue.

12.

Settlement of Disputes.  If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Palm Beach County, FL. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If the dispute is not resolved through mediation, the parties agree to submit the dispute to binding arbitration in Florida under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

13.

Execution in Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

COMPANY

By:

/s/ V. Jeffery Harrell

Name:  

V. Jeffrey Harrell

Its:

President

FINDER

By:

/s/ Lisheng Wang

Name:  

Lisheng Wang

Its:

CEO

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EX-10.3

EXHIBIT 10.3

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") made this 31st day of December by and between China Direct, Inc., (the “Consultant”), a Florida corporation located at 5301 N. Federal Highway, Suite 120, Boca Raton, FL 33487, and MediaReady, Inc., a Florida corporation (“MRED” or "Company"), located at 888 East Las Olas Boulevard, Suite 710, Fort Lauderdale, FL 33301.

RECITALS:

A.

MRED desires to engage the services of Consultant to assist MRED to assist the Company to coordinate an acquisition of Shandong Jiajia International Logistics Co., Ltd. ( “Jiajia”), a company of limited liabilities organized under the laws of the Peoples Republic of China (the “PRC”).  MRED will look to Consultant for advice on general business activities and customs relative to the operations of a business entity in the PRC.  

B.

China Direct, Inc. is a consultant organization serving as a cross pacific bridge between US capital markets and entities operating within the Chinese economy.

C.

Consultant is desirous of performing such consulting services on behalf of MRED.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows:

1. 

Consulting Services.

a

Consultant has introduced Jiajia, an entity located in the PRC, to MRED.  Subsequent and as a result of such introduction, Jiajia is prepared to execute an acquisition agreement with MRED.  Consultant hereby agrees that it shall, during the term of this Agreement, undertake the performance of services as outlined in this Agreement.  

b

Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that it shall, during the term of this Agreement, use its best efforts to provide support to MRED in the following areas:

i.

Translation of materials (English/Chinese)

ii.

Restructure balance sheet of Company

iii.

Convert all outstanding debt obligations

iv.

Support the efforts of Jiajia to complete an independent financial audit.

v.

Assist with the preparation and filing of a Form 8/K disclosing material terms and financial statements of the transaction between MRED and Jiajia.

2.

Term.  This Agreement shall expire on June 30, 2008.  Consultant compensation for any extension will be negotiated prior to such extension.

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3.

Compensation.  

a

Company shall issue to Consultant 450,000 shares of Series B Preferred Stock of MediaReady, Inc. (OTCBB: MRED). MRED shall have a contractual commitment to issue such shares upon the execution of this Agreement.  The 450,000 of such shares to be issued to Consultant shall be issued on or before June 30, 2008.   

b

Discretionary Award Fees.  At the discretion of the Company, this Agreement provides for the additional payment of fees payable to the Consultant in either readily available funds or other marketable securities.  

4. 

Indemnification.  Consultant shall not be liable to the Company or to any officer, director, employee, stockholders, or creditor of the Company, for any act or omission in the course of or in connection with the provision of advice or assistance hereunder.  The Company agrees to and shall defend, indemnify and hold China Direct, Inc., and/or any of its affiliates or affiliates’ directors, officers and employees harmless from and against any and all suits, claims, demands, causes of action, judgment damages, expenses and liability, including court costs and attorney’s fees which may in any way result from services provided by Consultant pursuant to or in connection with this Agreement.  Consultant does not, in any way, guarantee that MRED will subsequently close any transaction with any Chinese entity introduced to MRED by Consultant.

5. 

Termination.  Either party may terminate this Agreement upon the giving of thirty (30) days’ prior written notice, but no such termination shall affect compensation pursuant to Paragraph 3 hereof.  

6. 

Entire Agreement.  This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

7. 

Waivers and Amendments.  This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.  The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity.

8. 

Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely within such State.

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9. 

Severability of Provisions.  The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

10. 

Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.

11. 

Other Activities.  Nothing contained herein shall prevent Consultant from acquiring or participating in a transaction of any kind with any other entity proposed by Consultant to be acquired by Company.  Consultant may be a party to such transaction at a price, terms and conditions more or less favorable than those offered to Company.

12. 

Natural Disaster.  In the event that any obligation of either party is prevented or delayed by circumstances of natural disaster, such party will be excused from any failure to perform any such obligation under this Agreement to the extent that such failure is caused by any such circumstances.

13. 

Non-Solicitation of Consultant's Employees:  Company agrees not to knowingly hire or solicit Consultant's employees during performance of this Agreement and for a period of two years after termination of this Agreement without Consultant's written consent.

14. 

Mediation and Arbitration:  If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Palm Beach County, FL. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If the dispute is not resolved through mediation, the parties agree to submit the dispute to binding arbitration in Florida under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

15. 

Attorney Fees:  If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.

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

MediaReady, Inc. /s/ V. Jeffrey Harrell V. Jeffrey Harrell, President December 31, 2007 [Date] China Direct, Inc. /s/ James Wang James Wang December 31, 2007 [Date]

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