exhibit 10. 1 asset purchase agreement 1. parties. temple trucking services, inc., an indiana corporation with offices at 5601 fortune circle south drive, indianapolis, in 46241 and does business as redline logistics, ( “ temple ” or the “ seller ” ), segmentz, inc., a delaware corporation with headquarters at 18302 highwoods preserve parkway, ( “ buyer ” ), and paul temple ( the “ shareholder ” ) agree to the following sale. 2. sale of business assets. seller is selling certain of its assets and liabilities to buyer and buyer is buying said assets and liabilities from seller. 3. purchase and sale. material provisions of the purchase and sale agreement are : a. purchased assets. “ purchased assets ” shall mean the following assets of seller : ( i ) all of seller ’ s goodwill and intangible assets, including the current business names and phone numbers. ( ii ) all facility leases between seller and landlords for the headquarters location in indianapolis, in, as well as for all warehouse, transportation terminal or cross - dock facilities locations used by seller in current business detailed in schedule 3 ( a ) ( ii ). ( iii ) the furniture, fixtures and equipment listed in attached schedule 3 ( a ) ( iii ). ( iv ) the equipment leases listed in attached schedule 3 ( a ) ( iv ). ( v ) businesses asset including but not limited to contracts, inventory, prepaid assets, deposits, and all other short term and long term assets in attached schedule 3 ( a ) ( v ). specifically excludes cash and accounts receivables. b. assumed liabilities. at october 1, 2004 temple trucking owes segmentz, inc. approximately $ 1, 300, 000. segmentz, inc. will assume $ 820, 000 of this liability. this will be the only liability that segmentz, inc. will assume. c. excluded liabilities. seller is retaining all debts and liabilities of seller other than the assumed liabilities ( “ excluded liabilities ” ). at closing, seller will confirm in an affidavit that seller has retained all excluded liabilities. 4. purchase price. the purchase price is payable as follows : a. 295, 000 shares of segmentz common stock at closing ( 10, 000 shares to be given to each of the following individuals as compensation from the seller ; steve hipsky, ken crady and cindy blankenship total of 30