by and between:

("LESSEE/CARRIER") a motor carrier operating pursuant to authority issued by FMCSA under the USDOT #

And:

("LESSOR/INDEPENDENT CONTRACTOR")

See attached Exabit - A

The Independent Contractor agrees to provide motor carrier services as described below:

The Independent Contractor shall operate and maintain the equipment listed above to perform transportation services for the Carrier in accordance with all applicable laws and regulations.

This Agreement shall commence on [Start Date] and shall continue until terminated by either party in accordance with the termination provisions set forth herein.

The Independent Contractor shall be compensated based on a percentage of the revenue generated from the transportation services performed. The specific percentage shall be ________________% of the gross revenue generated by the Independent Contractor under this Agreement.

Payments will be made on a _________________[weekly/bi-weekly/monthly] basis, subject to Carrier's standard payment procedures.

Either party may terminate this Agreement at any time by providing written notice to the other party at least 15 days in advance.

Termination for cause may occur immediately upon written notice if either party breaches any material term of this Agreement.

1. Compliance with Laws and Regulations: The Independent Contractor agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances governing motor carrier operations, including but not limited to safety, licensing, and environmental regulations.

2. Operational Expenses: The Independent Contractor shall be solely responsible for all operational expenses, including fuel, tolls, permits, insurance, and other costs incurred in connection with the performance of services under this Agreement.

3. Maintenance and Repairs: The Independent Contractor shall maintain the equipment in safe and operable condition and shall promptly perform all necessary repairs and maintenance at its own expense.

4. Fines and Penalties: The Independent Contractor shall be responsible for any fines, penalties, or citations resulting from violations of laws or regulations during the performance of services under this Agreement.

5. CARGO CLAIMS: Independent contractor shall be liable for, and shall pay, all cargo claims, including but not limited to, claims for delay, shortage, or miss-delivery as well as claims relating to lost or contaminated loads arising out of or in connection with INDEPENDENT CONTRACTOR'S services.

6. TRAILER DAMAGE. INDEPENDENT CONTRACTOR shall be liable for, and pay, all direct, indirect and consequential damages including but not limited to towing charges and reasonable attorney fees, arising out of or in connection with INDEPENDENT CONTRACTOR'S use of CARRIER'S trailers or other equipment.

a) INDEPENDENT CONTRACTOR shall carry a minimum of $1,000,000 of public liability and property damage insurance with a minimum approved radius of 300 miles on each vehicle constituting part of the Equipment. This coverage shall mane CARRIER as additional co-insured, and INDEPENDENT CONTRACTOR also expressly agrees pursuant to Ind. Code S 27-8-6-6 (b) that the coverage will

insure both CARRIER and INDEPENDENT CONTRACTOR on a primary basis. INDEPENDETN CONTRACTOR shall furnish to CARRIER written certificates obtained from its insurance carrier, which must be "A" rated including but not limited to, and ISO CA-23-12 endorsement form or its substantial equivalent, showing that such insurance has been procured, affords primary coverage for liability arising out of use of the Equipment, is being properly maintained and that the premiums therefore are paid. These certificates specify the name of the insurance carrier, the policy number and the expiration date, and shall further show that written notice of cancellation or modification of the policy is to be given to CARRIER at least thirty (30) days prior to such cancellation or modification.

b) INDEPENDENT CONTRACTOR shall provide workers' compensation insurance coverage for all its employees, agents and anyone driving the Equipment in amounts not less than the stationary limits required by applicable state law. If CONTRACTOR is the sole owner and the sole and exclusive operator of the vehicle that is driven exclusively by INDEPENDENT CONTACTOR under this Agreement, the INDEPENDENT CONTRACTOR may as an alternative to obtain worker's compensation coverage, obtain and occupational accident insurance policy that is acceptable to CARRIER at its sole discretion. INDEPENDENT CONTRACTOR shall furnish to CARRIER written certificates obtained from its insurance carrier, which must be "A" rated including showing that such insurance has been procured, affords primary coverage for liability arising out of the use of the Equipment, and is being properly maintained and that the premiums therefore are paid.

c) INDEPENDENT CONTRACTOR shall procure, carry and maintain public liability and property damage insurance which shall provide coverage to CARRIER whenever the Equipment is not being operated on behalf of CARRIER in a combined single limit of not less than One Million Dollars ($1,000,000) for injury or death to any person or for damages to property in any one occurrence. Such coverage shall be primary to any other insurance that may be available from CARRIER. INDEPENDENT CONTRACTOR shall be responsible for all deductible amounts and or any loss or damage more than the policy limit. INDEPENDENT CONTRACTOR shall furnish to CARIER written certificates obtained from its insurance carrier, which must be "A" rated, including showing that such

insurance has been procured, affords primary coverage for liability arising out of use of the Equipment is being properly maintained and that the premiums therefore are paid.

d) It is INDEPENDENT CONTRACTOR'S responsibility to carry any fire, theft, uninsured motorist or collision insurance that INDEPENDENT CONTRACTOR may desire.

e)
In addition to naming CARRIER as an additional co-insured for the insurance set out
in Paragraph 5(e) (a), INDEPENDENT CONTRACTOR agrees to list CARRIER as an additional
co-insured on the above policies as CARRIER request

INDEPENDENT CONTRACTORS SHALL IMMEDIATELY REPORT AN ACCIDENT INVOLVING
OPERATIONS UNDER THIS Agreement to CARRIER and shall thereafter submit a written
report of such accident as soon as practicable.

INDEPENDENT CONTRACTOR agrees to defend, indemnify and hold harmless CARRIER
from any direct, indirect and consequential loss, damage, fine expense (including
reasonable attorney's fees), action, or claim for injury to persons (including death) or
damage to property which CARRIER may incur arising out of or in connection with
INDEPENDENT CONTRACTOR'S obligations and/or services under this Agreement or failure
to maintain insurance. INDEPENDENT CONTRACTOR agrees to furnish to CARRIER an ISO
CA-23-12 endorsement form or its substantial equivalent evidencing this element of its
commitment. In addition, CONTRACTOR, on behalf of its insurer, expressly waives all
subrogation rights against CARRIER, and, in the event of a subrogation action brought by
INDEPENDENT CONTRACTOR'S insurer, INDEPENDENT CONTRACTOR agrees to defend,
indemnify and hold harmless CARRIER from such claim.

If applicable, INDEPENDENT CONTRACTOR agrees that upon termination of Agreement,
INDEPENDENT CONTRACTOR must remove and return all identification to carrier as a
condition of receiving any monies still owed under this Agreement.

INDEPENDENT CONTRACTOR shall be responsible for following loading unloading
procedures.

CARRIER shall have full control, responsibility and use of the Equipment to the extent
required by law. This paragraph is set forth solely to confirm with Federal Motor Carrier
Safety Administration regulations and shall not be used in any attempt to classify

INDEPENDENT CONTRACTOR as an employee of CARRIER. CARRIER shall maintain public liability, property damage and cargo insurance in such amounts as are required by the DOT and applicable state regulatory agencies. CARRIER shall maintain insurance coverage for the protection of the public pursuant to 49 U.S.C 13906. CARRIER'S self-insurance or possession of legally required insurance in no way restricts CARRIER'S rights of indemnification from INDEPENDENT CONTRACTOR under this Agreement. CARRIER shall provide a receipt recording the date and time it takes possession of the equipment and a "release of equipment" stating when the Agreement ends.

It is expressly understood and agreed that INDEPENDENT CONTRACTOR is an independent contractor for the Equipment and driver services provided pursuant to this Agreement and that INDEPENDENT CONTRACTOR agrees to defend, indemnify and hold CARRIER harmless for any claims, suits or actions including reasonable attorney's fees, incurred in protecting CARRIER'S interests, brought by INDEPENDENT CONTRACTOR'S employees, any union, the public, or state or federal agencies, arising out of the operation of the Equipment pursuant to the Agreement. In this regard, INDEPENDENT CONTRACTOR hereby assumes full control and responsibility for all hours scheduled and worked; wages, salaries, worker's compensation and unemployment insurance, state and federal taxes, fringe benefits and all other costs relating to the use of drivers provided by INDEPENDENT CONTRACTOR pursuant to the Agreement.

INDEPENDENT CONTRACTOR may accept or reject loads at its discretion. Further, INDEPENDENT CONTRACTOR may haul any commodity for another carrier, subjected only to the terms of this Agreement, any other applicable legal restrictions and the duty to provide CARRIER with any necessary documentation.

Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated at any time by either party in the event of a breach by the other of any term or obligation contained in this Agreement. In the event of a breach and when practicable, written notice shall be served upon the breaching party, notifying such party of the breach and the termination of this Agreement and reason(s) therefore.

CARRIER shall settle with INDEPENDENT CONTRACTOR with respect to services provided
under this Agreement within fifteen (15) calendar days after INDEPENDENT
CONTRACTOR'S submission, in proper form, of those documents necessary for CARRIER
to secure payment, including but not necessarily limited to; original daily driver's logs
(when required), delivery receipts, signed and dated load tickets. In addition,
INDEPENDENT CONTRACTOR must submit copies of all fuel receipts on a weekly basis.

INDEPENDENT CONTRACTOR is not required to purchase or rent any products, equipment
or services from CARRIER as a condition of entering into this Agreement.

CARRIER shall Charge back to INDEPENDENT CONTRACTOR at the time of payment or
settlement, any expenses CARRIER has borne that, under this Agreement, INDEPENDENT
CONTRACTOR is obligated to bear. Such expenses shall be deducted from the amount of
INDEPENDENT CONTRACTOR'S compensation and shall include, but are not limited to,
those expenses set forth in this Agreement, as well as advances made by CARRIER to
INDEPENDENT CONTRACTOR or its employees or agents, unauthorized telephone charges
made by INDEPENDENT CONTRACTOR or its employees or agents, cargo loss or damage
deductibles and any costs against CARRIER including fuel tax, permits and fines.

INDEPENDENT CONTRACTOR acknowledges that the developmental and maintenance of
customer accounts and the recruitment and training of employees and INDEPENDENT
CONTRACTOR'S represents a substantial investment of CARRIER'S time and resources,
that the performance of duties under the Agreement will bring INDEPENDENT
CONTRACTOR into contact with CARRIER'S customers, employees and other independent
contractors and will, further, provide INDEPENDENT CONTRACTOR access to confidential
pricing and other information constituting valuable assets to CARRIER; that, due to the
nature and location of its enterprise, CARRIER has an unusually limited base of potential
customers for its services; and that ta diminution of a customer's business or the
dissemination of
competitive exploitation of proprietary information or the resignation of an employee or
independent contractor therefore represents a real and tangible loss to CARRIER, the
extent of which cannot be entirely expressed in monetary terms alone. Accordingly,
INDEPENDENT CONTRACTORS agrees:

a) Not to employ any individual or entity serving, at any time during the life of this Agreement, as an employee or independent contractor for CARRIER, and not to solicit or entice any such employee or independent contractor to accept any position with INDEPENDENT CONTRACTOR or with any individual or entity with which INDEPENDENT CONTRACTOR has any formal or informal, personal or professional relationship for the life of this Agreement, plus one year.

b) To refrain, for the life of this Agreement, plus one year, from soliciting business from, or hauling coal, rock, or other bulk commodities for any company, individual, or other entity for which CARRIER performs or provides coal or rock hauling services involving either a point of origin or a destination within one hundred twenty-five (125) miles of Orwell IN during the terms of this Agreement.

c) To keep confidential all proprietary information obtained in performance of this Agreement, including but not limited to the identity of CARRIER'S customers and rate and pricing schedules. Noting in this Agreement shall preclude INDEPENDENT CONTRACTOR from hauling any commodity to any entity not specifically described above.

The parties agree that the restrictions set out in this Paragraph shall be enforceable by appropriate injunctive relief and that INDEPENDENT CONTRACTOR shall pay CARRIER, as liquidated damages and not as a penalty, an amount equal to thirty-five (35%) of the gross revenue of any and all business obtained by INDEPENDENT CONTRACTOR by virtue of INDEPENDENT CONTACTOR'S breach of this covenant for a period of one (1) year thereafter as just and reasonable compensation to CARRIER. The parties further agree that INDEPENDENT CONTRACTOR shall pay CARRIER all costs of collecting these liquidated damages, including reasonable attorney's fees. If any part of this Agreement is found a court of competent jurisdiction to be void, illegal or invalid, the remaining provisions of this Agreement shall nevertheless be binding with the same force and effect as if the void, illegal or invalid parts were deleted. In the event the amount of liquidated damages or the restrictions set forth in this Paragraph, including the duration of the covenant not to compete are found by a court of competent jurisdiction to be void, illegal or invalid, the parties agree that a reasonable amount of liquidated damages and/or a reasonable restriction on the covenant not to compete, including its duration, as applicable, shall be provided by the court.

This Agreement shall be binding upon and inure to the benefit of the parties to this
Agreement and their representative successors.

CARRIER shall have the right to assign this Agreement at any time without the consent of
INDEPENDENT CONTRACTOR. The INDEPENDENT CONTRACTOR shall have no right to
assign this Agreement.

All notice provisions of this Agreement shall be in writing and delivered either personally, by
postage prepaid, first class mail, or by facsimile machine to the addresses or fax number
shown at the end of this agreement.

INDEPENDENT CONTRATOR represents that it does/does not (please circle one) have
operating authority from Indiana Department of Revenue or the Federal Motor Carrier
Safety Administration and agrees to notify CARRIER in writing before next applying for such
authority.

INDEPENDENT CONTRACTOR agrees that a two hundred and fifty ($250.00) refundable
deposit, taken in two one hundred twenty-five ($125.00) installments from INDEPENDENT
CONTRACTOR'S first two payments under this Agreement, will be withheld and retained by
CARRIER. This deposit will be refunded upon the final expiration or termination of this
Agreement provided all materials, equipment, documentation and records belonging to
CARRIER have been returned.

Independent Contractor Status: The parties agree that the Independent Contractor is an
independent contractor and not an employee, partner, or agent of the Carrier. The
Independent Contractor shall have no authority to bind or obligate the Carrier in any
manner.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with
the laws of the state of

, without regard to its conflict of laws
principles. Entire Agreement: This Agreement constitutes an entire understanding between

the parties and supersedes all prior agreements and understandings, whether written or
oral, relating to the subject matter hereof.

Please sign below to indicate your acceptance of the terms and conditions of this
Independent Contractor Agreement.

Exabit -A (Equipment)