8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: January ___, 2006

Gasel Transportation Lines, Inc.

 (Exact name of registrant as specified in its charter)

Delaware	000-30185	311239328
------------------------------	-----------------	-----------------------
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

P.O. Box 1199, Marietta, OH  45750

(Address of Principal Executive Offices) (Zip Code)

County Road 10, Route 4, Box 181A, Marietta, OH 45750

(Former Address of Principal Executive Offices (Zip Code)

(614) 306-2938

(Registrant's telephone number, including area code)

 (Former Name or Former address, if changed since Last Report)

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective at 12:00 p.m. C.S.T. on December 30, 2005, Gasel Transportation Lines, Inc., a Delaware corporation (“Gasel”), entered into a private sale of stock under a Stock Purchase Agreement (“SPA”) with Venture Fund I, Inc., a Nevada corporation owned and controlled by Ruth Shepley of Houston, Texas.  Under the terms of the SPA, Shepley purchased 29,000,000 shares of restricted common stock for a purchase price of $100,000.  Shepley, an accredited investor, executed an appropriate Subscription Agreement.

Effective at 4:26 p.m. on December 30, 2005, Jordan 1 Holdings Company, a Delaware corporation (“Jordan”), Gasel and Gasel International Transportation, Inc., a Delaware corporation (“Gasel International”) entered into an Agreement and Plan of Merger (the “merger” or “reorganization”), effecting a reverse triangular merger and holding company formation in which Jordan became a holding company and Gasel merged into Gasel International.  Gasel International emerged as the survivor of that merger.  Under the terms of the merger, shareholders of Gasel common stock are entitled to receive an equivalent number of shares of common stock of Jordan.  Prior to the reorganization, Jordan was a wholly-owned subsidiary of Gasel, and Gasel International was a wholly-owned subsidiary of Jordan.  The reorganization was effected for the purpose of reorganizing the entities as a holding company structure under which Jordan is now the parent company with exactly the same shareholder base that Gasel had prior to the reorganization.  All of the former assets, liabilities, and operations of Gasel are now held by Gasel International by virtue of its position as the successor in interest to Gasel in the reorganization.  Pursuant to Section 251(g) of the Delaware General Corporation Law (“Section 251(g)”), the merger was effected without shareholder approval of Jordan or Gasel International.  The merger could have been effected without the shareholder approval of Gasel under Section 2561(g), but Venture Fund I, Inc., the majority shareholder holding 73.08% of the voting shares of Gasel common stock, expressly consented to the merger.  The common stock of Jordan has identical rights, terms and privileges as the common stock of Gasel.

Pursuant to the reorganization:

-- each share of common stock of Gasel became entitled to receive one share of common stock of Jordan;

-- each option, warrant or other instrument convertible or exchangeable into shares of common stock or preferred stock of Gasel automatically became convertible into an equivalent number of shares of common stock or preferred stock of Jordan.

The effective date of the reorganization was December 30, 2005. All of the outstanding certificates of Gasel representing shares of stock of Gasel shall be deemed for all purposes to evidence ownership of and to represent the shares of Jordan, as the case may be, into which the shares of stock of Gasel represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Jordan and its transfer agent.  The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Jordan or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of stock of Jordan, as the case may be, evidenced by such outstanding certificate.

Prior to the reorganization, Gasel’s common stock was traded on the Pink Sheets under the symbol “GSEL”.  Jordan is in the process of applying for a new CUSIP number for its common stock, and a new trading symbol, but has not received either at this time.

Jordan believes that the issuance of its common stock to shareholders of Gasel in connection with the above-described transaction was exempt from the registration requirements of the 1933 Act by virtue of certain no action letters issued by the Securities and Exchange Commission with respect to holding company reorganizations effected under comparable statutes in other states.

Prior to the transaction described above, Gasel International believes that its common stock was deemed registered under Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”) on the grounds that it was a successor to Gasel pursuant to Rule 12g-3(a) under the 1934 Act.  Jordan believes that its common stock is deemed registered under Section 12 of the 1934 Act on the grounds that it is a successor to Gasel pursuant to Rule 12g-3(a) promulgated under the 1934 Act, and, therefore, Jordan is subject to the reporting requirements of Section 13 of the 1934 Act.

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On December 31, 2005, Gasel International, the survivor of the merger with Gasel and the subsidiary of Jordan, was sold in a Stock Purchase Agreement between Jordan, as owner of all of Gasel International’s stock. to a company identified as United Assurance, S.A., which is wholly owned and operated by Steve Mills, an accredited investor from Dallas, Texas.  The transaction was exempt under Section 4(2) of the Securities Act of 1933.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

As set forth in Item 1.01 above, and incorporated by reference, on December 30, 2005, Gasel completed the sale of certain restricted common shares of Gasel to one (1) purchaser (“Purchaser”).  The Purchaser is identified as Venture Fund I, Inc., a Nevada corporation, owned by and controlled by Ruth Shepley of Houston Texas (“VFI”).  Under the terms of Purchaser’s agreement, VFI acquired 29,000,000 restricted common shares (approximately 73.08% of the current issued and outstanding) of Gasel common stock.  The Purchaser reported that the source of funds used to purchase the shares were her own funds for investment purposes from U.S. banks.  This transaction was exempt under Section 4(2) of the Securities Act of 1933.

As set forth in Item 1.01 above, and incorporated by reference, Jordan believes that the issuance of its common stock to shareholders of Gasel in connection with the above-described merger was exempt from the registration requirements of the 1933 Act by virtue of certain no actions letters issued by the Securities and Exchange Commission with respect to holding company reorganizations effected under comparable statutes in other states.  Prior to the transaction described above, Gasel International believes that its common stock was deemed registered under Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”) on the grounds that it was a successor to Gasel pursuant to Rule 12g-3(a) under the 1934 Act.  Jordan believes that its common stock is deemed registered under Section 12 of the 1934 Act on the grounds that it is a successor to Gasel pursuant to Rule 12g-3(a) promulgated under the 1934 Act, and, therefore, Jordan is subject to the reporting requirements of Section 13 of the 1934 Act.

As set forth in Item 2.01 above, and incorporated by reference, on December 31, 2005, Jordan completed the sale of certain restricted common shares to one (1) purchaser (“Subsidiary Purchaser”).  The Subsidiary Purchaser is identified as United Assurance, S.A.  The Subsidiary Purchaser was an accredited investor, and reported that the source of funds used to purchase the shares were his own funds for investment purposes from U.S. banks.  This transaction was exempt under Section 4(2) of the Securities Act of 1933...

ITEM 5.01

CHANGES IN CONTROL OF REGISTRANT.

On December 30, 2005, Jordan 1 Holdings Company, a Delaware corporation (the “Company”), completed the sale of certain restricted common shares of the Company to one (1) purchaser (“Purchaser”).  The Purchaser is identified as Venture Fund I, Inc., a Nevada corporation, owned and controlled by Ruth Shepley of Houston, Texas (“VFI”).  Under the terms of Purchaser’s agreement with Gasel, VFI acquired 29,000,000 restricted common shares (approximately 73.08% of the current issued and outstanding) of the Company.  Under the terms of the merger, all of Purchaser’s shares in Gasel convert into a like number of shares of Jordan, and Purchaser now has majority control of Jordan.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

10.1

Stock Purchase Agreement between Gasel and Venture Fund I, Inc., dated December 30, 2005.

10.1

Agreement and Plan of Merger, dated December 30, 2005.

*****

SIGNATURES

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

JORDAN 1 HOLDINGS COMPANY

Date:  January 6, 2005

By:

/s/   Gene Thompson

Gene Thompson

Director, Chairman, President

EX-10

Exhibit 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, entered into the 30^th of December, 2005, by, between and among:

Venture Fund I, Inc., a Nevada corporation, or its assignees, hereinafter referred to collectively as "Purchaser";

Gasel Transportation Lines, Inc., a Delaware corporation, hereinafter referred to as the "Seller";

All of the foregoing are sometimes herein collectively referred to as "the Parties."

WITNESSETH:

WHEREAS, Seller is authorized to issue 100,000,000 shares of common stock  (the "Gasel Common Stock"), of which 10,677,966is presently issued and outstanding; and

WHEREAS, Purchaser desires to purchase such shares pursuant to this Agreement in consideration as set forth in Section 2;

NOW, THEREFORE, in consideration of the promises and mutual representations. warranties and covenants herein contained, the Parties hereto accept and adopt this Stock Purchase Agreement (the "Agreement"), and hereby specifically agree as follows:

1.

Purchase of Seller's Common Stock.  The Parties agree that at the Closing Date hereinafter specified and subject to the conditions hereof, Sellers shall sell, assign and transfer to Purchaser free from any liens, claims or encumbrances, a total of twenty nine million (29,000,000) shares of Gasel Common Stock (the “Purchased Shares”), and Purchaser agrees to purchase all of such Purchased Shares, subject to the conditions, covenants and agreements herein set forth and for the considerations hereinafter described, and upon payment in full of the consideration and performance of the other covenants and conditions hereof, Purchaser shall become the exclusive owner of the Purchased Shares.

2.

Consideration.  Purchaser agrees to pay to the Seller a total of one hundred thousand dollars ($100,000.00) (the “Purchase Price”) for the Purchased Shares upon execution of this Agreement.  

3.

Delivery of Stock.  On the Closing Date as hereinafter set forth herein and subject to the payment of the consideration as set forth in Paragraph 2 of this Agreement, Seller will deliver the Purchased Shares.

4.

Warranties and Representations of Seller.      Seller warrants and represents to the Purchaser the following:

(a)

Seller hereby represents and warrants to the Purchaser that the Purchased Shares are duly and validly issued, fully paid and non-assessable, and are free and clear of all voting trusts, agreements, arrangements, liens and all other encumbrances, claims, equities and liabilities of every nature, and Seller, having duly taken all action required to transfer the Purchased Shares to the Purchaser, has the unqualified right to sell, assign and transfer the Purchased Shares to the Purchaser and to deliver clear and unencumbered title thereto and upon delivery of the Purchased Shares as herein provided, clear and unencumbered title thereto shall be conveyed to the Purchaser;

(b)

Seller has full right power and authority to enter into this Agreement and to perform the duties to be performed by Seller herein including but not limited to the granting of direction of the payment of the Purchase Price by Purchaser;

(c)

To the extent that any of the parties whose Stock is being sold hereunder is a corporation, such party has taken all required corporate action to affirm and ratify the terms and conditions of this Agreement and this Agreement is the valid and binding corporate obligation of such party enforceable according to its terms.

5.

Warranties and Representations of Purchaser.   Purchaser, warrants and represents to the Seller the following:

(a)

In connection with receipt of the Purchased Shares, we represent to you that we are acquiring such shares for investment for our own account and not with a view to resell or otherwise transfer such shares and that we do not intend to resell or otherwise dispose of all or any part of such shares unless and until we determine at some future date that changed circumstances, not now being contemplated, make such disposition advisable.  Purchaser confirms our understanding and agreement that Gasel Transportation Lines, Inc. is transferring twenty nine million (29,000,000) shares of its capital stock to us under the Securities Act of 1933 in reliance on the foregoing representation and agreement.

6.

Closing.  The following provisions shall apply to a closing of the transaction contemplated by this Agreement:

(a)

The closing of the transactions described in this Agreement (the "Closing Date") shall take place at twelve o’clock noon, CST, December 30, 2005, or as may be otherwise agreed to by the parties in writing, and shall take place at such place and time as the parties may agree.

(b)

Each party will comply with their respective requirements at the Closing and will deliver appropriate documents and payment as called for by this Agreement.

7.

Termination.  This Agreement may be terminated and abandoned at any time prior to the Closing Date upon the following conditions:

(a)

By the mutual consent of the parties;

(b)

By either party by giving written notice to the other party if, in the bona fide judgment of such terminating party, there shall have been a violation of any covenant or agreement set forth herein; or if any warranty or representation shall be untrue; or if such terminating party should, in his bona fide judgment, believes that the acquisition or sale is inadvisable by reason of any the existence or threat of a liability or obligation of such other person not previously known at the time of this Agreement.

8.

Nature and Survival of Representations.  All representations, warranties and covenants made by a party to this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated hereby.  All of the parties hereto are executing and carrying out the provisions of this Agreement, and relying solely upon the representations, warranties and covenants contained in this Agreement and not upon any investigation upon which they or it might have made or any representation, warranties, agreements, promises or information, written or oral made by the other party, or by persons other than as specifically set forth herein

9.

Miscellaneous.  The following miscellaneous provisions shall apply to this Agreement:

(a)

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

(b)

Entire Agreement.  This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings of the parties in connection herewith.  There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution of this Agreement.

(c)

Successors.  This Agreement shall be binding upon the parties hereto, and inure to the benefit of the parties, and their respective successors in interest and assigns.

(d)

Further Assurances.  At any time and from time to time after the date hereof, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.

(e)

Waiver.  Any failure on the part of any party hereto to comply with any of the obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed.

(f)

Notices.  All notices and communications hereunder shall be made in writing and shall be deemed to have been given if delivered in person or sent by prepaid, first class, registered or certified mail, return receipt requested to each party hereto at the address set forth herein.

(g)

Severability.  The parties to this Agreement hereby agree and affirm that none of the above provisions is dependent upon the validity or of any other provisions, and if any part of this Agreement is deemed to be unenforceable, the balance of the Agreement shall remain in full force and effect.

(h)

Headings.  The section and subsection headings in this Agreement are inserted for convenience only, and shall not affect in any way the meaning or interpretation of this Agreement.

(i)

Governing Law.  The validity, interpretation and effect of this Agreement shall be governed exclusively by the laws of Delaware without giving effect to the principles of conflicts of laws thereof.  The parties agree that any action, proceeding or claim arising out of or in any way relating to this Agreement shall be brought and enforced in the courts of the state of Delaware and each irrevocably submits to such jurisdiction.  The parties hereby irrevocably waive any objection to such jurisdiction or inconvenient forum.  Any such process or summons to be served upon any of the parties may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, to the address set forth below hereof Such mailing shall be deemed personal service and shall be legal and binding upon the party served in any action proceeding or claim.

(j)

Amendment.  This Agreement or any provision hereof, may not be changed, waived, terminated or discharged except by means of a written supplemental instrument signed by the party or parties against whom enforcement of the change, waiver, termination or discharge is sought.

* * * * *

#

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

PURCHASER

VENTURE FUND I, INC.

By: /s/   Ruth Shepley

Ruth Shepley, President

SELLER

GASEL TRANSPORTATION LINES, INC.

By: /s/   Gene Thompson

Gene Thompson, President

#

EX-10

Exhibit 10.2

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), is entered into as of December 30, 2005 by, between and among Gasel Transportation Lines, Inc., a Delaware corporation ("Gasel"), Jordan 1 Holdings Company, a Delaware corporation ("Jordan"), and Gasel International Transportation Lines, Inc., a Delaware corporation (“Gasel International").

WHEREAS, on the date hereof, Gasel has authority to issue (a) One Hundred Million (100,000,000) shares of common stock, $0.001 par value per share (the "Gasel Common Stock"), of which 39,677,966 shares are issued and outstanding and (b) Ten Thousand (10,000) shares of preferred stock, $0.001 par value per share (the “Gasel Preferred Stock,” and with the Gasel Common Stock, the “Gasel Capital Stock”), of which no shares have been issued;

WHEREAS, on the date hereof, Jordan has authority to issue (a) One Hundred Million (100,000,000) shares of common stock, $0.001 par value per share (the "Jordan Common Stock"), of which 1,000 shares are issued and outstanding and held by Gasel; and (b) Ten Thousand (10,000) shares of preferred stock, $0.001 par value per share (the “Jordan Preferred Stock,” and with the Jordan Common Stock, the “Jordan Capital Stock”), of which no shares have been issued;

WHEREAS, on the date hereof, Gasel International has authority to issue (a) One Hundred Million (100,000,000) shares of common stock, $0.001 par value per share (the "Gasel International Common Stock"), of which 1,000 shares are issued and outstanding and held by Jordan; and (b) Ten Thousand (100,000) shares of preferred stock, $0.001 par value per share (the “Gasel International Preferred Stock,” and with the Gasel International Common Stock, the “Gasel International Capital Stock”), of which no shares have been issued;

WHEREAS, the respective Boards of Directors of Gasel, Jordan and Gasel International have determined that it is advisable and in the best interests of each of such corporations that they reorganize into a holding company structure pursuant to Section 251(g) of the Delaware General Corporation Law, under which Jordan would survive as the holding company, by the merger of Gasel with and into Gasel International, and with each holder of Gasel Capital Stock receiving one share of Jordan Capital Stock in exchange for such share of Gasel Capital Stock;

WHEREAS, under the respective certificates of incorporation of Gasel and Jordan, the Jordan Capital Stock has the same designations, rights and powers and preferences, and the qualifications, limitations and restrictions thereof, as the Gasel Capital Stock which will be exchanged therefore pursuant to the holding company reorganization;

WHEREAS, the certificate of incorporation and bylaws of Jordan, as the holding company, immediately following the merger will contain provisions identical to the certificate of incorporation and bylaws of Gasel immediately prior to the merger, other than differences permitted by Section 251(g) of the Delaware General Corporation Law;

WHEREAS, the certificate of incorporation of Gasel International is identical to the certificate of incorporation of Gasel immediately prior to the merger, other than differences permitted by Section 251(g) of the Delaware General Corporation Law pursuant to this Merger Agreement;

WHEREAS, the Boards of Directors of Gasel, Jordan, and Gasel International have approved this Merger Agreement, shareholder approval not being required pursuant to Section 251(g) of the Delaware General Corporation Law;

WHEREAS, the parties hereto intend that the reorganization contemplated by this Merger Agreement shall constitute a tax-free reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, Gasel, Jordan, and Gasel International hereby agree as follows:

1.

Merger.  Gasel shall be merged with and into Gasel International (the "Merger"), and Gasel International shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation").  The Merger shall become effective upon the later of the date and time of filing a certified copy of this Merger Agreement with the Secretary of State of the State of Delaware in accordance with Section 251(g) of the Delaware General Corporation Law or December 30, 2005 (the "Effective Time").

2.

Certificate of Incorporation of the Surviving Corporation.  At the Effective Time, the Certificate of Incorporation of Gasel International, in effect immediately prior to the Effective Time, shall be amended as set forth below and as so amended shall thereafter continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation until further amended as provided therein and under the Delaware General Corporation Law.

(a)

The first paragraph of Article FOURTH shall be amended to read as follows:

“FOURTH.  The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Ten Million (110,000,000), of which One Hundred Million (100,000,000) shares are Common Stock, having a par value each of One-tenth of One Cent ($0.001), of which the only issued and outstanding are 1000 common shares held by Jordan 1 Holdings Company, and Ten Million(10,000,000) are Preferred Stock, with a par value of One-tenth of One Cent ($.001) per share.”;

(b) Article TENTH shall be added and will read as follows:

"TENTH.  Holding Company.  Any act or transaction by or involving the Corporation that requires for its adoption under the Delaware General Corporation Law or under this Certificate of Incorporation the approval of the Corporation's stockholders shall, pursuant to Section 251(g) of the Delaware General Corporation Law, require, in addition, the approval of the stockholders of the Corporation's holding company, Jordan 1 Holdings Company, or any successor by merger, by the same vote as is required by the Delaware General Corporation Law and/or by the Certificate of Incorporation of the Corporation."

3.

Succession.  At the Effective Time, the separate corporate existence of Gasel shall cease, and Gasel International shall succeed to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of Gasel, and Gasel International shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of Gasel, including, without limitation, all outstanding indebtedness of Gasel, all in the manner and as more fully set forth in Section 251(g) of the Delaware General Corporation Law.

4.

Directors.  The directors of Gasel immediately preceding the Effective Time shall be the directors of the Surviving Corporation and Jordan at and after the Effective Time until their successors are duly elected and qualified.  

5.

Officers.  The officers of Gasel immediately preceding the Effective Time shall be the officers of the Surviving Corporation and Jordan at and after the Effective Time, to serve at the pleasure of the Board of Directors of Jordan.

6.

Conversion of Securities.  At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

a.

each share of Gasel Common Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and nonassessable share of Jordan Common Stock;

b.

each share of Gasel Preferred Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and nonassessable share of Jordan Preferred Stock;

c.

each share of Gasel Capital Stock held in the treasury of Gasel immediately prior to the Effective Time shall be cancelled and retired;

d.

each option, warrant, purchase right, unit or other security of Gasel convertible into shares of Gasel Capital Stock shall become convertible into the same number of shares of Jordan Capital Stock as such security would have received if the security had been converted into shares of Gasel Capital Stock immediately prior to the Effective Time, and Jordan shall reserve for purposes of the exercise of such options, warrants, purchase rights, units or other securities an equal number of shares of Jordan Capital Stock as Gasel had reserved; and

e.

each share of Jordan Capital Stock issued and outstanding in the name of Gasel immediately prior to the Effective Time shall be cancelled and retired and resume the status of authorized and unissued shares of Jordan Capital Stock.

7.

Other Agreements.  At the Effective Time, Jordan shall assume any obligation of Gasel to deliver or make available shares of Gasel Common Stock under any agreement or employee benefit plan not referred to in Paragraph 6 herein to which Gasel is a party.  Any reference to Gasel Common Stock under any such agreement or employee benefit plan shall be deemed to be a reference to Jordan Common Stock and one share of Jordan Common Stock shall be issuable in lieu of each share of Gasel Common Stock required to be issued by any such agreement or employee benefit plan, subject to subsequent adjustment as provided in any such agreement or employee benefit plan.

8.

Further Assurances.  From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of Gasel such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or conform, of record or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Gasel, and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of Gasel or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other ins truments.

9.

Certificates.  At and after the Effective Time, all of the outstanding certificates which immediately prior thereto represented shares Gasel Capital Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of Jordan Capital Stock, as the case may be, into which the shares of Gasel Capital Stock represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Jordan and its transfer agent.  The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Jordan or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of Jordan Capital Stock, as the case may be, evid enced by such outstanding certificate, as above provided.

10.

Amendment.  The parties hereto, by mutual consent of their respective boards of directors, may amend, modify or supplement this Merger Agreement prior to the Effective Time.

11.

Compliance with Section 251(g) of the Delaware General Corporation Law.  Prior to the Effective Time, the parties hereto will take all steps necessary to comply with Section 251(g) of the Delaware General Corporation Law, including without limitation, the following:

a.

Certificate of Incorporation and By-Laws of Jordan.  At the Effective Time, the Certificate of Incorporation and By-Laws of Jordan shall be in the form of the Certificate of Incorporation and By-Laws of Gasel, as in effect immediately prior to the Effective Time.

b.

Directors of Jordan.  At the Effective Time, the directors of Gasel immediately prior to the Effective Time shall be the directors of Jordan, until their successors are elected and qualified.

c.

Filings.  Prior to the Effective Time, the Surviving Corporation shall cause a certified copy of this Agreement to be executed and filed with the Delaware Secretary of State.  Prior to the Effective Time, to the extent necessary to effectuate any amendments to the certificates of incorporation of the Surviving Corporation and Jordan contemplated by this Agreement, each of the Surviving Corporation and Jordan shall cause to be filed with the Delaware Secretary of State such certificates or documents required to give effect thereto.

12.

Termination.  This Merger Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Merger Agreement by the board of directors of Gasel, Jordan, and Gasel International, by action of the board of directors of Gasel if it determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be inadvisable or not in the best interests of Gasel and its stockholders.

13.

Counterparts.  This Merger Agreement may be executed in one or more counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

14.

Descriptive Headings.  The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Merger Agreement.

15.

Governing Law.  This Merger Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.  

IN WITNESS WHEREOF, Gasel, Jordan, and Gasel International have caused this Merger Agreement to be executed and delivered as of the date first above.

* * * * *

#

Gasel Transportation Lines, Inc.

A Delaware Corporation

By:

/s/   Gene Thompson

Gene Thompson, President

Jordan 1 Holdings Company

A Delaware Corporation

By:

/s/   Gene Thompson

Gene Thompson, President

Gasel International Transportation Lines, Inc.

A Delaware Corporation

By:

/s/   Gene Thompson

Gene Thompson, President

#