CONTRACT CARRIER - BROKER AGREEMENT

This Agreement made this ___/___/ 2001 by and between _______________________________ hereinafter referred to as CARRIER and KELLEYTOWN TRANSPORTATION, INC., hereinafter referred to as BROKER.

WITNESSETH

WHEREAS, Carrier is duly authorized by the Federal Highway Administration to engage In operations In interstate and foreign commerce as a Contract Carrier, by motor vehicle, over irregular routes, in License No MC- ______ desires to participate In the transportation of such freight as is tendered to Carrier by Broker, and

BROKER is a duly licensed Motor Carrier Broker, licensed to arrange for the transportation of property by license No MC-247265 and controls the transportation of the commodities to be tendered to CARRIER, not therefore agree as follows:

1. BROKER agrees to offer shipment and CARRIER agrees to transport by motor vehicle from and to such points between which service may be required such quantities of authorized commodities as the BROKER may require, subject to the availability of suitable equipment.

2. BROKER agrees to tender to CARRIER for shipment a multiple quantity of loads per year for each year this Agreement remains in effect.

3. SUCH transportation to be accomplished in accordance with the rates and charges and other provisions as set forth in the Broker's "confirmation of contract carrier verbal rate agreement".

4. CARRIER authorizes Freight Broker to invoice Shipper, receiver, consignor or consignee for freight charges as agent for and on behalf of carrier. Payment of the freight charges to Freight Broker shall relieve Shipper, receiver, consignor or consignee of any liability to the Carrier for non-payment of charges.

5. RATES may be established or amended verbally in order to meet specific shipping schedules as mutually agreed, and must be supported by a new "confirmation of contract carrer verbal rate agreement".

6. CARRIER shall maintain public liability, property damage and cargo insurance at all times, with at least the minimum coverage of $100,000 cargo insurance and $750,000 combined single limit liability and property damage insurance per incident on each vehicle. CARRIER will provide BROKER with a certificate of insurance carrier reflecting the required coverage and naming the BROKER as an additional Insured.

7. CARGO shall be picked up at point(s) of origin and delivered at point(s) of destination and delivery shall be made by CARRIER as specified in the Bill of Lading or other shipping documents, which shall be picked up with the cargo transported and shall be completed upon delivery at point of destination to reflect the fact of deliver. CARRIER shall provide a completed Bill of Lading to BROKER accompanying the freight bill. Each Bill of Lading and freight bill shall contain the dispatch number assigned to each shipment by BROKER at time of dispatch. Any paperwork not sent in to BROKER within a 6 month period of delivery will no longer be considered for payment. CARRIER settlements will be made by BROKER in net 30 days from point when BROKER receives original paperwork.

8. ALL of the rules as to filing of claims and setting of claims, and all the requirements as to public liability and property damage insurance and cargo insurance that pertain to the CARRIER as a common carrier, shall be equally applicable to the CARRIER on shipments moving under this Agreement.

9. CARRIER shall be liable for loss or damage to any property transported under this Agreement. Such liability shall begin at the time cargo is loaded upon CARRIERS equipment at point of origin and continue until said cargo is delivered to the designated consignee at destination or to any intermediate stop-off party. CARRIER shall promptly handle and attempt, in good faith, to resolve any claims for which claims are submitted either by BROKER or directly by proper claimant for loss or damage to any cargo which is transported by CARRIER.

10. IT is understood and agreed that CARRIER and it's employees, sub-haulers, lease drivers and the like are not employees of BROKER. CARRIER will provide adequate Workers Compensation Insurance for its employees in accordance with statutory limits and will have its insurance company maintain a certificate of insurance reflecting the required coverage on file with BROKER at all times. Said certificate shall name BROKER as a certificate holder.

11. CARRIER agrees to defend, indemnify and hold BROKER and BROKER's corporate affiliates and their respective officers and employees harmless from and against all claims, liability and expense for loss or damage to property and/or injury to or death of persons including CARRIER's employees and agents, arising out of, or incident to, or in connection with CARRIER's performance of this contract.

12. CARRIER shall not subcontract or assign any portion of their duties to transport shipments contemplated by this contracted.

13. CARRIER shall file a copy of his ICC permits with broker and will keep such filings current. CARRIER specifically warrants that it's ICC Authority is sufficient to allow CARRIER to transport all shipments accepted from BROKER to its destination.

14. IN the event CARRIER falls to render service satisfactory to BROKER and/or its customers, BROKER reserves the right to hire other truckers necessary to assure prompt and efficient service to its customers. Nothing contained herein shall limit BROKERS right to hire additional carriers from time to time as it sees fit at its sole discretion.

15. THE relationship of the CARRIER to BROKER shall, at all times, be that of an Independent Contractor.

16. CARRIER agrees it will support and protect BROKER's efforts under this contract by refraining from soliciting any customers or shippers of BROKER during the term of this contract and for six (6) months thereafter.

17. THIS contract may be terminated by either party by giving the other 30 days prior written notice of the date of termination. Rights of the parties accrued during the term hereof, shall not be affected by any termination hereof. Any notices given pursuant to this contract shall be deemed to have been received by the other party by the mailing thereof, by Certified Mail, addressed to such party at their principal business address.

18. THIS contract shall remain in effect until canceled by either party from the date hereof and setforth. Either party has the right to end this agreement and cancel or terminate this contract at any time by a the thirty (30) day notice-previously stipulated herein.

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first hereinabove written.

ACCEPTED AND AGREED                                                    ACCEPTED AND AGREED
BROKER CARRIER                                                                  CARRIER

KELLEYTOWN TRANSPORTATION, INC.                            _______________________________
P.O. BOX 1597                                                                         _______________________________
McDONOUGH, GA 30253                                                       _______________________________
FAX: 770-474-3032                                                                 _______________________________

BY: _____________________________                           BY:____________________________

TITLE: ___________________________                          TITLE: _________________________

DATE: ___________________________                          DATE: _________________________