Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between High
      Point Acquisition, Inc., a Florida corporation, (the “Company”), and Paul A.
      Henley (“Employee”) effective as of January 1, 2007 ("Start Date").

    


    RECITAL

    


    The
      Company desires to employ Employee, and Employee is willing to accept employment
      by the Company, in each case on the terms and subject to the conditions set
      forth in this Agreement.

    


    NOW,
      THEREFORE, the parties hereto hereby agree as follows:

    


    AGREEMENT

    


    1.
       Position and Duties.

    


    1.1
       Position. During the term of this Agreement, Employee agrees to be
      employed by and to serve the Company as Chief Executive Officer and President,
      to perform such duties consistent with such position as may be assigned to
      him
      from time to time by the Board of Directors. Employee’s principal place of
      business with respect to his services to the Company shall be Manatee County,
      Florida, provided
      that
      Employee agrees to undertake such travel as may be required in the performance
      of his duties. All travel expenses of Employee shall be reimbursed in accordance
      with Section 3.3 (c) below.

    


    1.2
       Supervision and Direction. 
      Employee
      shall carry out his duties under the general supervision and direction of the
      Board of Directors of the Company in accordance with the Company’s policies,
      rules and procedures in force from time to time.

    


    1.3 
      Time Required. Employee shall devote his full time, attention, skill and efforts
      to his tasks and duties hereunder to the affairs of the Company. Without the
      prior written consent of the Company, Employee shall not provide services for
      compensation to any other person or business entity during the Term of his
      employment by the Company, as defined in paragraph 2.1, or engage in any other
      business activity, whether or not such other business activity is pursued for
      profit or pecuniary advantage unless approved by the Board of Directors,
      provided, that investing in the public stock market shall not be deemed
      "business activity" for purposes of this Section.

    


    2. 
      Term of Employment, Termination.

    


    2.1
       Term. 
      The term
      of employment under this Agreement (the “Term”) shall begin on Start Date and
      shall continue through three calendar years after the Start Date (the
“Expiration Date”), unless earlier terminated in accordance with Article 2 or
      extended pursuant to the following sentence. Unless written notice is given
      by
      the Company or Employee to the other at least ninety days prior to the
      Expiration Date (or any later date to which the Term shall have been extended
      in
      accordance with this Section 2.1) advising that the one giving such notice
      does
      not desire to extend or does desire to further extend this Agreement, the Term
      shall automatically be extended for additional one-year periods without further
      action of either the Company or Employee.

    


    
      
        
        

      

      
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    2.2 
      Termination for Cause. Termination
      for Cause (as defined in Section 2.8(a) below) may be effected by the Company
      at
      any time during the Term of this Agreement and shall be effected by written
      notification to Employee from the Chairman of the Board of Directors or by
      action of a majority of the directors, in the event the Employee is the
      Chairman, stating the reason for termination. Such termination shall be
      effective immediately upon the giving of such notice, unless the Board of
      Directors shall otherwise determine. Upon Termination for Cause, Employee shall
      be paid all accrued salary, any benefits under any plans of the Company in
      which
      Employee is a participant to the full extent of Employee’s rights under such
      plans, accrued vacation pay and
      any
      appropriate business expenses incurred by Employee in connection with his duties
      hereunder prior to such termination, all to the date of termination, but
      Employee shall not be entitled to any other compensation or reimbursement of
      any
      kind, including without limitation, severance compensation. 

    


    2.3
       Voluntary Termination. In the event of a Voluntary Termination (as defined
      in Section 2.8(c) below), the Company shall pay to Employee all accrued salary,
      bonus compensation to the extent earned, any benefits under any plans of the
      Company in which Employee is a participant to the full extent of Employee’s
      rights under such plans, accrued vacation pay and any appropriate business
      expenses incurred by Employee in connection with his duties hereunder, all
      to
      the date of termination, but no other compensation or reimbursement of any
      kind,
      including without limitation, severance compensation. Employee may affect a
      Voluntary Termination by giving sixty (60) days’ written notice of such
      termination to the Company.

    


    2.4
       Termination by Death. In the event of Employee’s death during the Term of
      this Agreement, Employee’s employment shall be deemed to have terminated as of
      the last day of the month during which his death occurs and the Company shall
      pay to his estate or such beneficiaries, as Employee may from time to time
      designate, all accrued salary, any benefits under any plans of the Company
      in
      which Employee is a participant to the full extent of Employee’s rights under
      such plans, accrued vacation pay and any appropriate business expenses incurred
      by Employee in connection with his duties hereunder, all to the date of
      termination, but Employee’s estate shall not be paid any other compensation or
      reimbursement of any kind, including without limitation, severance
      compensation.

    


    2.5
       Termination by Reason of Disability. If, during the Term of this
      Agreement, a physician selected by the Company certifies that Employee has
      become physically or mentally incapacitated or unable to perform his full-time
      duties under this Agreement, and that such incapacity has continued for a period
      of 180 calendar days within any period of 365 consecutive days, the Company
      shall have the right to terminate Employee’s employment hereunder by written
      notification to Employee, and such termination shall be effective on the seventh
      day following the giving of such notice (“Termination by Reason of Disability”).
      In such event, the Company will pay to Employee all accrued salary, any benefits
      under any plans of the Company in which Employee is a participant to the full
      extent of Employee’s rights under such plans, accrued vacation pay, any
      appropriate business expenses incurred by Employee in connection with his duties
      hereunder, all to the date of termination, and all severance compensation
      required under Section 4.1, but Employee shall not be paid any other
      compensation or reimbursement of any kind. In the event of a Termination by
      Reason of Disability, upon the termination of the disability, the Company will
      use its best efforts to reemploy Employee, provided that such reemployment
      need
      not be in the same capacity or at the same salary or benefits level as in effect
      prior to the Termination by Reason of Disability. 

    


    
      
        
        

      

      
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    2.6
       Employee’s Obligation Upon Termination. Upon the Termination of Employee’s
      employment for any reason, Employee shall within ten days of such termination
      return to the Company all personal property and proprietary information in
      Employee’s possession belonging to the Company. Unless and until the Employee
      has complied with this Section (which shall be determined by the Company's
      standard termination and check-out procedures), the Company shall have no
      obligation to make any payment of any kind to Employee hereunder.

    


    2.7
       Definitions. For purposes of this Agreement the following terms shall have
      the following meanings:

    


    (a)
       “Termination for Cause” shall mean termination by the Company of
      Employee’s employment by the Company by reason of:

    


    (i) 
      Employee’s willful dishonesty towards, fraud upon, or deliberate injury or
      attempted injury to, or breach of fiduciary duty to, the Company;

    


    (ii) 
      Employee’s material breach of this Agreement, including any Exhibit hereto, or
      any other agreement to which Employee and the Company are parties;

    


    (iii) 
      Employee’s use or possession of illegal drugs at any time, use of alcoholic
      beverages during working hours or on Company property except when specifically
      allowed by a company sponsored function, improper use of prescription drugs
      during working hours or on Company property or Employee reporting to work (which
      includes activities away from Company offices) under the influence of illegal
      drugs or alcohol; 

    


    (iv) 
      Conduct by Employee, whether or not in connection with the performance of the
      duties contemplated hereunder, that would result in serious prejudice to the
      interests of the Company if Employee were to continue to be employed, including,
      without limitation, the conviction of a felony or a good faith determination
      by
      the Board of Directors that Employee has committed acts involving moral
      turpitude;

    


    (v) 
      Any material violation of any rule, regulation or policy of the Company by
      Employee or Employee’s failure to follow reasonable instructions or directions
      of the Board of Directors of the Company (as it relates to the Employee’s
      written job description) or any policy, rule or procedure of the Company in
      force from time to time. All Company policies, rules, regulations and procedures
      currently in force must be provided to Employee in writing before execution
      of
      this Agreement. Any changes to Company policies, rules and procedures must
      be
      provided to Employee in writing ten days prior to the changes becoming
      effective.

    


    
      
        
        

      

      
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    (b) 
      “Voluntary Termination” shall mean termination by Employee of Employee’s
      employment other than (i) Termination by Reason of Disability and (ii)
      Termination by reason of Employee’s Death.

    


    3.
       Salary, Benefits and Bonus Compensation.

    


    3.1
       Base Salary. As payment for the services to be rendered by Employee as
      provided in Section 1 and subject to the terms and conditions of Section 2,
      the
      Company agrees to pay to Employee a “Base Salary at an initial rate of $175,000
      per annum payable in accordance with the Company’s regular payroll practices
      (twice monthly). Such rate and Employee’s performance shall be reviewed by the
      Company’s Board of Directors on an annual basis, commencing Starting Date, for a
      determination of whether an adjustment in Employee’s Base Salary should be made,
      which adjustment shall be in sole discretion of the Company’s Board of
      Directors.

    


    3.2 
      Partial Payments. Until appropriate level of funding is obtained, the Company
      may make partial payments of the base salary, provided that the Employee may
      waive salary during the period prior to funding. The remaining amount unpaid
      shall be accrued and owed to the Employee. The Employee shall have the option
      to
      receive the accrued amount in cash or in common shares of the Company at a
      rate
      of $0.10 per share until such time as the Company sells shares for cash to
      investors, at which time the payment of salary in shares shall be calculated
      at
      the sale price to investors most recently preceding accrual of the salary paid
      in shares.

    


    3.3 
      Bonus. The Board of Directors will establish a goals for the Company each year,
      which may include a target revenue goal, consummation of a merger with a
      candidate, asset base, etc. Employee shall be entitled to a bonus of computed
      as
      a per percentage of revenue over the goal established by the Board, or a
      specific dollar number an/or additional common stock of the Company for the
      attainment of other established goals. 

    


    3.4 
      Additional Benefits. During the Term of this Agreement, Employee shall be
      entitled to the following fringe benefits:

    


    (a) 
      Employee Benefits. Employee
      shall be included in all group insurance plans and other benefit plans and
      programs made available to management Employees of the Company.

    


    (b) 
      Vacation  Employee
      is entitled to take four weeks paid vacation within one year from his Starting
      Date.

    


    
      
        
        

      

      
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    (c) 
      Reimbursement for Expenses. The
      Company shall reimburse Employee for reasonable out-of-pocket business, travel
      and entertainment expenses incurred by Employee in connection with his duties
      under this Agreement in accordance with the Company’s reimbursement policy in
      effect from time to time. To receive reimbursement, the Employee must submit
      a
      monthly, written expense report, attaching receipts thereto, listing all
      expenses to be reimbursed, the amount of each, the business purpose or benefit
      of the expense and such other information as may be required to satisfy the
      requirements of the Internal Revenue Code for deduction of such expenses by
      the
      Company. Company’s reimbursement policy currently in force must be provided to
      Employee in writing before execution of this Agreement. Any changes to Company’s
      policy must be provided to Employee in writing thirty (30) days prior to the
      changes becoming effective.

    


    (d) 
      Automobile Allowance. The Company shall pay to or for the benefit of Employee
      an
      automobile allowance of $1,000 per month, which may include a vehicle lease
      payments for an automobile selected by Employee and leased by the Company;
      provided, that in the event a cash payment is required for a leased vehicle,
      the
      cash payment shall be amortized over the lease term for purposes of the monthly
      automobile allowance provided herein.

    


    4. 
      Severance Compensation.

    


    4.1
       Acceleration of Payments. The Company may, in the Company’s sole
      discretion, if Employee so requests within thirty days following a Termination
      by Reason of Disability, elect to pay to Employee a lump sum severance payment
      by bank cashier’s check equal to the present value of the flow of cash payments
      that would otherwise be paid to Employee.

    


    4.2.
       No Severance Compensation Under Other Termination. In the event of a
      Voluntary Termination, Termination for Cause, or Termination by reason of
      Employee’s Death, neither Employee nor his estate shall be paid any severance
      compensation. 

    


    5. 
      Other Agreements. Employee agrees that to induce the Company to enter into
      this
      Agreement, he has concurrently executed and delivered to the Company (a) an
      Employee Non-Disclosure Agreement and Proprietary Rights Assignment dated as
      of
      event date herewith, in the form of Exhibit
      A
      hereto,
      and (b) a Non-Solicitation and Non-Competition Agreement dated as of even date
      herewith, in the form of Exhibit
      B
      hereto.
      Employee hereby covenants and agrees to fully abide by each and every term
      of
      such agreements, and agrees and understands that a breach or violation by
      Employee of any provision of any provision of either of such agreements shall
      constitute grounds for Termination for Cause under Section 2.8(a)(ii) of this
      Agreement, and that no such termination shall limit or affect any other rights
      and remedies of the Company arising out of or in connection with any such breach
      or violation. The covenants on the part of Employee contained in such agreements
      shall survive termination of this Agreement, regardless of the reason for such
      termination, unless specifically excluded by this agreement.
      Employee
      hereby represents and acknowledges that the Company is relying on the covenants
      contained in such agreements in entering into this Agreement, and that the
      terms
      and conditions of the covenants contained in such agreements are fair and
      reasonable.

    


    
      
        
        

      

      
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    6. 
      Miscellaneous.

    


    6.1
       Waiver. The waiver of the breach of any provision of this Agreement shall
      not operate or be construed as a waiver of any subsequent breach of the same
      or
      other provision hereof.

    


    6.2 
      Entire Agreement; Modifications. This Agreement represents the entire
      understanding among the parties with respect to the subject matter hereof,
      and
      this Agreement supersedes any and all prior understandings, agreements, plans
      and negotiations, whether written or oral with respect to the subject matter
      hereof including without limitation, any understandings, agreements or
      obligations respecting any past or future compensation, bonuses, reimbursements
      or other payments to Employee from the Company. All modifications to this
      Agreement must be in writing and signed by both parties hereto.

    


    6.3 
      Notices. All notices and other communications under this Agreement shall be
      in
      writing and shall be given by first class mail, certified or registered with
      return receipt requested, and shall be deemed to have been duly given three
      (3)
      days after mailing to the respective persons named below:

    


    If
      to the
      Company:

    


    High
      Point Acquisition, Inc.

    23730
      County Road 675

    Myakka
      city, Fl. 34251

    


    Attn:
      Paul Henley

    President

    


    If
      to
      Employee: Paul A. Henley 

    23730
      County Road 675

    Myakka
      City, Fl. 34251

    


    Any
      part
      may change such party’s address for notices by notice duly given pursuant to
      this Section 

    


    6.4 
      Headings. The Section headings herein are intended for reference and shall
      not
      by themselves determine the construction or interpretation of this
      Agreement.

    


    6.5 
      Governing Law. This Agreement shall be governed by and construed in accordance
      with the laws of the State of Florida.

    


    
      
        
        

      

      
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    6.6 
      Severability. Should a court or other body of competent jurisdiction determines
      that any provision of this Agreement is invalid or unenforceable, such provision
      shall be adjusted rather than voided, if possible, and all other provisions
      of
      this Agreement shall be deemed valid and enforceable to the extent
      possible.

    


    6.7 
      Benefits of Agreement. The provisions of this Agreement shall be binding upon
      and inure to the benefit of the executors, administrators, heirs, successors
      and
      assigns of the parties; provided,
      however, that
      except as herein expressly provided, this Agreement shall not be assignable
      either by the Company (except to an affiliate of the Company) or by
      Employee.

    


    6.8 
      Counterparts. This Agreement may be executed in one or more counterparts, all
      of
      which taken together shall constitute one and the same Agreement.

    


    6.9 
      Withholdings. All compensation and benefits to Employee hereunder shall be
      subject to all applicable federal, state, local and other withholdings and
      similar taxes and other payments required by applicable law.

    


    6.10
       Remedies. All rights and remedies of the Company and of the Employee
      hereunder shall be cumulative and the exercise of any right or remedy shall
      not
      preclude the exercise of another.

    


    6.11 
      Interpretation Review. Counsel in the negotiation and execution of this
      Agreement has represented both parties to this Agreement, and no inference
      shall
      be drawn against the drafting party. Employee acknowledges that he has in fact
      reviewed and discussed this Agreement with his counsel and that he understands
      and assents to the terms hereof.

    


    6.12 
      Arbitration. Any controversy or claim arising out of or relating to this
      agreement, or breach thereof (other than any action by the Company seeking
      an
      injunction or equitable relief under the Employee Non-Disclosure Agreement
      and
      Proprietary Rights Assignment or the Non-Solicitation and Non-Competition
      Agreement executed by the Employee, as amended from time to time) shall be
      settled by binding arbitration to be held in Tampa, Florida, in accordance
      with
      the Rules of the American Arbitration Association, and judgment upon any proper
      award rendered by the arbitrators may be entered in any court having
      jurisdiction thereof. There shall be three arbitrators, one to be chosen
      directly by each party at will, and the third arbitrator to be selected by
      the
      two arbitrators so chosen. To the extent permitted by the rules of the American
      Arbitration Association, the selected arbitrators may grant equitable relief.
      Each party shall pay the fees of the arbitrator selected by him and his own
      attorneys, and the expenses of his witnesses and all other expenses connected
      with the presentation of his case. The cost of the arbitration including the
      cost of the record of transcripts thereof, in any, administrative fees, and
      all
      other fees and cost shall be borne equally by the parties. The rules of
      discovery of the Federal District Court for the Middle District of Florida
      shall
      govern discovery conducted by the parties, who shall have the right to apply
      to
      said court for enforcement thereof.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement effective
      as of
      the day and year first above written.

      

    
      	HIGH POINT ACQUITION,
              INC.	 	EMPLOYEE
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Cristino
              L. Perez	 	 	/s/ Paul
              A.
              Henley
	 	
              
Cristino
              L. Perez, Treasurer	 	 	
              
Paul
              A. Henley
	 	 	 	 	 


    

     

    
      
        
        

      

      
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    EXHIBIT
      "A"

    


    EMPLOYEE
      NON-DISCLOSURE AGREEMENT

    AND
      PROPRIETARY RIGHTS ASSIGNMENT

    


    In
      return
      for new or continued employment by High Point Transport, Inc. ("Company "),
      the
      undersigned, Paul A. Henley, (“Employee”) agrees as follows:

    


    1. 
      I agree during the Term of my employment to promptly disclose and describe
      to the Company all ideas, inventions, improvements, discoveries, enhancements,
      modifications, technical developments, and works of authorship (including all
      writings, computer programs, software and firmware), whether or not patentable
      or copyrightable, and whether in oral, written, or in machine readable form,
      which relate to or may be deemed to be useful to the Company’s business as
      presently conducted or as it may be conducted in the future, which are
      conceived, reduced to practice, or authored by me, solely or jointly with
      others, at any future time within the scope of my employment or with the use
      of
      the Company’s time, material, facilities or funds (the “Work
      Product”).

    


    2. 
      I hereby assign to the Company my entire right to all of the Work Product and
      agree that the Work Product is and will be the sole and exclusive property
      of
      the Company. I will not, however, be required to assign to the Company any
      invention that I developed entirely on my own time without using the Company’s
      funds, equipment, materials or facilities, unless such invention either: (i)
      relates to the Company’s business or actual or demonstrably anticipated research
      or development of the Company, or (ii) results from or is related to or
      suggested by any Company research, development or other activities, including
      without limitation any work performed by me for the Company. I agree to take
      any
      acts and to execute any documents that the Company reasonably requests in order
      to evidence any assignment that I am required to make under this paragraph.
      Except for any written agreement between the Company, and me I will not be
      entitled to any royalty, commission, or other payment or license or right with
      respect to the Work Product except as specifically agreed to in this
      agreement.

    


    3.
       No Work Product will be made available by me to others during or following
      the term of my employment unless the Company consents in writing except as
      specifically agreed to in this agreement.

    


    4. 
      I hereby grant and agree to grant to the Company the right to obtain, for its
      benefit and in its name, patents and patent applications (including without
      limitation original, continuation, reissue, utility and design patents, patents
      of addition, confirmation patents, registration patents, utility models, etc.,
      and all other types of patents and the like, and all renewals and extensions
      of
      any of them) for the Work Product in all countries.

    


    5. 
      Both during and after the term of my employment, I will maintain in confidence,
      and will not disclosure or use or retain for my benefit or the benefit of anyone
      other than the Company any secret, proprietary or confidential information
      or
      trade secrets or know-how belonging to or in the possession of the Company
      (the
“Proprietary
      Information”),
      except to the extent required to perform my assigned duties on behalf of the
      Company in my capacity as an Employee of the Company. The Proprietary
      Information which I agree to maintain in confidence includes, but is not limited
      to, technical and business information relating to the Company’s inventions or
      products, research and development, finances, customers, marketing, future
      business plans, machines, equipment, services, systems, supply sources, cost
      of
      operations, business dealings, pricing methods, regulatory matters, software,
      contracts, contract performance, formulae, processes, business methods, and
      any
      information belonging to customers and suppliers of the Company which may have
      been disclosed to me as the result my being as an Employee of the Company.
      My
      promise to maintain the confidentiality of the Proprietary Information will
      apply whether or not the Proprietary Information is in written or permanent
      form, whether or not is was developed by me or by others employed by the Company
      or was obtained by the Company from third parties, and whether or not the
      Proprietary Information has been identified by the Company as secret or
      confidential except as specifically agreed to in this agreement.

    


    
      
        
        

      

      
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    6.
       All records, reports, notes, compilations or other recorded matter, and
      any copies or reproductions thereof, that relate to the Company’s operations,
      activities, or business, which were made or received by me during the term
      of my
      employment (the “Company
      Materials”)
      are
      and shall continue forever to be the Company’s exclusive property, and I will
      keep the same at all times in the Company’s custody and subject to its control.
      Upon termination of my employment or at the request of the Company before
      termination, I will deliver to the Company all written and tangible material
      in
      my possession incorporating the Work Product, the Proprietary Information and
      the Company Materials except as specifically agreed to in this
      agreement.

    


    7.
       I agree to cooperate with the Company or its designees, both during and
      after the term of my employment, in procuring, maintaining and protecting the
      Company’s rights in the Work Product and the Proprietary Information, including
      without limitation patents and copyrights. I will sign all papers which the
      Company deems necessary or desirable for the procurement, maintenance and
      protection of such rights. I will keep and maintain adequate and current written
      records of all Work Product in the form of notes, sketches, drawings, or reports
      related to the Work product in the manner and form requested by the Company,
      and
      such records shall be and remain the property of the Company and be available
      to
      the Company at all times except as specifically agreed to in this
      agreement.

    


    8. 
      There is no other contract or duty on my part now in existence to assign Work
      Product or that is inconsistent with this Agreement. I will not disclose or
      induce the Company to use or bring onto the Company’s premises any confidential
      information or material that I am now aware of or become aware of which belongs
      to anyone other than the Company. During my employment by the Company, I will
      not accept or engage in any employment, consulting, or other activity (a)
      detrimental or incompatible with my obligations to the Company, including
      without limitation my obligations under this Agreement, or (b) in any business
      competitive with the Company’s business as it is presently conducted or as it
      may be conducted at any future time during my employment.

    


    
      
        
        

      

      
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    9. 
      I acknowledge that my obligations and promises under this Agreement are of
      a
      unique and intellectual character, which gives them particular value. A breach
      of any of the promises or agreements contained herein will result in irreparable
      and continuing damage to the Company for which there will be no adequate remedy
      at law, and I agree that in addition to any other rights and remedies of the
      Company for such breach (including monetary damages, if appropriate), the
      Company is entitled to injunctive relieve and/or a decree for specific
      performance if I breach this Agreement. All rights and remedies of the Company
      for a breach by me of this Agreement shall be cumulative and the exercise of
      any
      right or remedy by the Company will not preclude the exercise of
      another.

    


    10.
       Unless there is a written employment agreement for a specified term in
      effect between the Company, and the Company or I may terminate my employment
      at
      any time, with or without cause, however, such termination will not affect
      the
      Company’s rights or my obligations under this Agreement except as specifically
      defined in this agreement. This Agreement represents the entire understanding
      between me and the Company as to the subject matter hereof. This Agreement
      may
      not be modified or amended except in a written document signed by me and the
      Company. This Agreement shall inure to the benefit of the Company’s successors
      and assigns and shall be binding on my heirs, administrators and legal
      representatives.

    


    11. 
      If the Company waives a breach by me of any provision of this Agreement, such
      waiver shall not operate or be construed as a waiver of any other or subsequent
      breach by me. If any provision of this Agreement is held to be invalid, void,
      or
      unenforceable, the remaining provisions shall nevertheless continue in full
      force and effect without being impaired or invalidated in any way.

    


    12. 
      I agree that my promises contained in this Agreement are a material inducement
      to the Company’s giving me employment, that the matters I have agreed to are
      fair and reasonable under the circumstances, that any Proprietary Information
      I
      receive during the course of my employment may affect the effective and
      successful conduct of the Company’s business and goodwill, and that the
      proprietary Information is provided to me in confidence due to my employment
      and
      my need to know such information in order to completely and competently perform
      my duties and obligations on behalf of the Company.

    


    13. 
      I agree that Article 6 - Miscellaneous of my Employment Agreement with the
      Company is incorporated herein by this reference

    


    14. 
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of Florida.

     

    
      	HIGH POINT TRANSPORT,
              INC.	 	EMPLOYEE
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Cristino L. Perez	 	 	/s/ Paul A. Henley
	 	
              
Cristino
              L. Perez, Treasurer	 	 	
              
Paul
              A. Henley
	 	 	 	 	 


    

     

    
      
        
        

      

      
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    EXHIBIT
      "B"

    Non-Solicitation
      and Non-Competition Agreement

    


    This
      Non-Solicitation and Non-Competition Agreement (“Agreement”) is made and entered
      into as of the date set forth below, by Paul A. Henley (“Employee”) in favor and
      for the benefit of High Point Transport, Inc., a Florida corporation (the
“Company”)RECITALS In
      order
      to induce the Company to enter into and perform that certain Employment
      Agreement dated as of even date herewith between the Company and Employee (the
      “Employment Agreement” and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, Employee hereby agrees
      as follows:

    


    1. 
      Non-Solicitation; Non-Competition.
      The
      period from the Start Date through the Termination Date, as defined in Section
      2
      of the Employment Agreement, plus one year after the Termination Date is defined
      for this Agreement as the “Non-Competition Period”. During the Non-Competition
      Period, Employee shall not, without the Company’s prior written consent,
      directly or indirectly, (a) call on any person or entity who, at the time of
      such call, is a customer of the Company or any parent or subsidiary of the
      Company, with respect to the purchase of any goods or services which are, at
      the
      time, being offered by the Company or any parent or subsidiary of the Company
      or
      which are under development by the Company or any parent or subsidiary of the
      Company at the time of Employee’s employment, (b) solicit or induce or attempt
      to solicit or induce any customer of the Company or any parent or subsidiary
      of
      the Company to reduce, or take any action which would reduce, its business
      with
      the Company or any parent or subsidiary of the Company, (c) solicit or attempt
      to solicit any Employees of the Company or any parent or subsidiary of the
      Company to leave the employ of the Company or any parent or subsidiary of the
      Company, or (d) hire any Employees or former Employees of the Company or any
      parent or subsidiary of the Company or cause any entity with which Employee
      is
      affiliated or in which Employee owns an equity interest to hire any such
      Employees or former Employees except as specifically defined in this agreement.
      As used herein, the term “former Employee” means a person who has been an
      Employee of the Company or any parent or subsidiary of the Company within the
      twelve-month period prior to the date of determination.

    


    2.
       Notice of Subsequent Employment. Employee
      agrees that during the Non-Competition Period Employee will keep the Company
      informed of the names and addresses of all persons, firms or corporations by
      or
      for whom he is employed from time to time, or for whom he acts as agent or
      consultant or in whom he may own any one percent (1%) or more equity interest;
      and Employee also agrees that if, during such time, he conducts any business
      on
      his own account or as a partner or co-venturer, he shall keep the Company
      informed of that fact and of the nature, names and addresses of such business
      as
      conducted from time to time.

    


    3. 
      Breach. Employee
      agrees that a remedy at law for breach of the covenants contained herein would
      be inadequate, that the Company would suffer irreparable harm as a result of
      such breach and that in addition to any other rights and remedies of the Company
      for such breach, the Company shall be entitled to apply to a court of competent
      jurisdiction for temporary and permanent injunction or an order for specific
      performance of such covenants, and, if the Company prevails, to recover from
      Employee all costs of any such action brought by the Company, including without
      limitation reasonable attorneys’ fees and expenses.

    


    
      
        
        

      

      
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    4. 
      Enforcement. It
      is the
      desire and intent of Employee that the covenants of Employee contained herein
      shall be enforced to the fullest extent permissible under the laws and public
      policies of each jurisdiction in which enforcement is sought. If any particular
      provision(s) of this Agreement shall be adjudicated to be invalid or
      unenforceable, such provision(s) shall be deemed amended to provide restrictions
      to the fullest extent permissible, consistent with applicable law and policies,
      and such amendment shall apply only with respect to the particular jurisdiction
      in which such adjudication is made. If such deemed amendment is not allowed
      by
      the adjudicating body, the offending provision shall be deleted and the
      remainder of this Agreement shall not be affected. This Agreement shall be
      in
      addition to and not in lieu of any other noncompetition or similar covenants
      of
      Employee entered into prior to or after the date hereof (unless otherwise
      provided in a written agreement signed by the Company).

    


    5. 
      Miscellaneous.

    


    5.1 
      Waiver. The
      waiver of the breach of any provision of this Agreement shall not operate or
      be
      construed as a waiver of any subsequent breach of the same or other provision
      hereof.

    


    5.2
       Modification;
      Amendment. Any
      modification or amendment to this Agreement must be in writing and signed by
      the
      Company and Employee.

    


    5.3 
      Notices. All
      notices and other communications under this Agreement shall be in writing and
      shall be given as specified in Section 6.3 of the Employment
      Agreement.

    


    5.4
       Headings. The
      Section headings herein are intended for reference and shall not by themselves
      determine the construction or interpretation of this Agreement.

    


    5.5 
      Governing Law. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.

    


    5.6 
      Severability. Should
      a
      court or other body of competent jurisdiction determine that any provision
      of
      this Agreement is excessive in scope or otherwise invalid or unenforceable,
      such
      provision shall be adjusted rather than voided, if possible, and all other
      provisions of this Agreement shall be deemed valid and enforceable to the extent
      possible.

    


    5.7
       Benefits of Agreement. The
      provisions of this Agreement shall be binding upon the executors,
      administrators, heirs, successors and assigns of Employee, and shall inure
      to
      the benefit of the Company and its successors and assigns.

    


    
      
        
        

      

      
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    5.8
       Remedies. All
      rights and remedies of the Company hereunder shall be cumulative and the
      exercise of any right or remedy shall not preclude the exercise of
      another.

    


    5.9
       Interpretation; Review. Employee
      acknowledges that he has in fact reviewed and discussed this Agreement with
      his
      counsel and that he understands and voluntarily agrees to all of the terms
      hereof.

     

    5.10 
      I agree that Article 6 - Miscellaneous of my Employment Agreement with the
      Company is incorporated herein by this reference

    


    IN
      WITNESS WHEREOF,
      the
      undersigned Employee has executed this Agreement effective as of Jan. 1,
      2007

    
       

      
        	HIGH POINT TRANSPORT,
                INC.	 	EMPLOYEE
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Cristino L. Perez	 	 	/s/ Paul A. Henley
	 	
                
Cristino
                L. Perez, Treasurer	 	 	
                
Paul
                A. Henley
	 	 	 	 	 


      



    
      
        
        

      

      
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