EQUIPMENT LEASE
                                ---------------


          This  Lease  Agreement  is  made  and  entered  into  on the __ day of
     September,  2004 by and between  Consolidated  Logistics &  Transportation,
     LLC,  with an address of 950B  Chester  Avenue,  Delran,  New Jersey  08075
     (Lessor)  and J.S.  Transportation,  Inc.,  with an address of 833 Rancocas
     Road, Mount Holly, NJ 08060(Lessee).


                1.     Terms & Conditions
                       -------------------

          Lessor  leases to Lessee and Lessee  rents from  Lessor the  equipment
     listed  on  Schedule  "A"  attached  hereto  and  made a part  hereof  (the
     "Equipment").  Pursuant to the terms and conditions set forth herein,  this
     Lease  constitutes  the FULL AND ENTIRE  AGREEMENT  between  the Lessor and
     Lessee in connection with the Equipment


                2.     Term
                       -----

          This Lease shall commence on October 1, 2004 and shall continue for a
     period of Forty Eight (48) months  otherwise  terminated in accordance with
     the terms of this Lease. Lessee may however terminate this lease on ninety
     (90) days  advance  written  notice to Lessor. In the event this lease is
     terminated  Lessee shall no longer have the right to purchase the Equipment
     in accordance with the Purchase Option described herein.


                3.     Warranties. Condition of Equipment
                       ----------------------------------

          LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED,
     OF ANY KIND  WHATSOEVER  WITH RESPECT TO THE  EQUIPMENT,  INCLUDING BUT NOT
     LIMITED  TO,  THE  MERCHANTABILITY  OF  THE  EQUIPMENT  OR ITS  FITNESS  OR
     SUITABILITY  FOR A  PARTICULAR  PURPOSE  OR  USE  OR  WITH  RESPECT  TO ITS
     DURABILITY.  Lessee acknowledges  that it is accepting the equipment "As
     Is", and that Lessor makes no  representations  regarding  the condition of
     the Equipment. Lessee acknowledges that Lessor is not a manufacturer of the
     Equipment. If the Equipment does not operate as represented or warranted or
     is unsatisfactory  for any reason,  Lessee shall make any claim on account
     thereof solely  against said  manufacturer,  Lessee hereby waives  any such
     claim against  Lessor,  and shall in any event make any payments of rent to
     Lessor without  offset,  deduction or abatement for any reason.  So long as
     Lessee is not in default hereunder,  Lessee shal1 have the benefit of and
     may  enforce  in  Lessee's  own  name and at  Lessee's  sole  expense,  any
     manufacturer's  warranty or agreement with respect to the Equipment to the
     extent permitted by such warranty or agreement and Lessor shall execute and
     deliver  such  instruments  as may be  reasonably  requested by Lessee and
     necessary to enable Lessee to obtain such benefits.




                4.     Rental Payments
                       ---------------

                                       1
<PAGE>


          Upon execution of this Agreement Lessee shall pay to Lessor the sum of
     $50,000  representing the first month rental  obligations  pursuant to this
     Agreement  and  a  non-refundable   payment  of  the  final  months  rent,
     thereafter  Lessee promises and agrees to pay, without demand, on the first
     day of each month the sum of Twenty Five Thousand Dollars  ($25,000.00) for
     each month Lessee has  possession  of the  Equipment.  Said rental shall be
     payable  at the office of Lessor,  or to such other  person  and/or at such
     other place as Lessor may, from time to time, designate in writing.  Lessor
     shall  assess a late charge on any rental  installment  that is not paid in
     advance in the manner  described above at the rate of Five Percent (5 %) of
     the delinquent amount.


                5.     Title to and Return of Equipment
                       --------------------------------

          Dunng the term of this Lease,  title to the Equipment  shall remain in
     the Lessor.  This Lease is a lease only and no title,  ownership,  or other
     rights in or to said Equipment  shall pass to Lessee except as provided for
     under this Lease.  Lessor may inspect the  Equipment at any time and Lessee
     agrees  to keep it in  first  class  mechanical  condition  and  repair  at
     Lessee's  expense,  and not to mortgage,  pledge,  sign,  sell or otherwise
     dispose of its interest therein or in any equipment or accessories attached
     thereto.  Plates or other  markings  shall be  affixed  to or placed on the
     Equipment  by Lessor or at Lessor's  request by Lessee at Lessee's  expense
     indicating  that  Lessor is the owner  thereof  and Lessee  will not remove
     same. Lessee shall, at its own cost and expense, keep the leased equipment
     in good working condition and shall exercise reasonable care in using such
     equipment  during the term of this Lease, and shall make good to the Lessor
     for any damage to such equipment caused by fire, theft, accident, neglect,
     abuse or  otherwise.  Upon the  termination  of this Lease,  the  Equipment
     leased  hereunder  shall be returned to Lessor at a location  specified  by
     Lessor and at Lessee's  expense in as good  condition as  received,  normal
     wear  and  tear   excepted.   All   replacements,   accessories,   capital
     improvements  made to or upon said Equipment shall become a component part
     thereof and title thereto shall be immediately  vested in Lessor, If Lessor
     so  requests,   Lessee  shall  furnish  Lessor  a  written  statement  (a)
     acknowledging  receipt of the Equipment leased hereunder in good condition
     and repair and (b) accepting the Equipment as  satisfactory in all respects
     for the purposes of this Lease.


                6.     Assignment by Lessor
                       --------------------

          Lessor  may,  without  notice to  Lessee,  assign  this  Lease and any
     assignees  may assign the same.  All  rights of Lessor  hereunder  shall be
     succeeded  to by any assihnee  hereof,  and said  assignee's  title to this
     Lease,  said rental  herein  provided  for to be paid and to the  Equipment
     shall be free from any defense, setoffs, or counterclaims of any kind which
     Lessee may be entitled to assert against Lessor,  Lessee hereby waiving the
     same as against  such  assignee;  it being  understood  and agreed that any
     assignee does not assume any  obligation of the Lessor herein named.  It is
     further  understood  agreed,  however,  that  Lessee may  separately  claim
     against  Lessor as to any  matters  which  Lessee may be entitled to assert
     against Lessor.

         7.        Assignment by Lessee
                   --------------------


                                       2
<PAGE>


          Lessee shall not assign,  mortgage,  or hypothecate  this Lease or any
     interest therein, or sublet the Equipment without the prior written consent
     of  Lessor  or its  assignee,  if  applicable.  Any  assignment,  mortgage,
     hypothecation of sublease by Lessee without such consent shall be void.

         8.        Risk of Loss
                   ------------

          Lessee  shall  bear all risk of loss,  theft,  or  destruction  to the
     equipment from any cause  whatsoever.  No such loss or damage shall relieve
     Lessee from any obligation  under this Lease, all of which continue in full
     force  and  effect.  In the event of any such  loss,  Lessee,  at  Lessor's
     option,  shall  either (a) place the  affected  Equipment  in good  repair,
     condition,  and working order,  or (b) replace the same with like equipment
     in good  repair,  condition,  and  working  order,  or (c) pay  Lessor  the
     Stipulated  Loss Value as such term is defined below within sixty (60) days
     of  notification  by Lessor that Lessor has elected to receive the equal to
     (i) the total of all rent and any other  amounts,  if any, due with respect
     to the affected  Equipment as of the date of payment of the Stipulated Loss
     Value plus (ii) all  future  rent  payments  with  respect to the  affected
     Equipment, discounted to present value at the rate of five percent (5%) per
     annum simple  interest  from the date each such future rent  payment  would
     have been made to the date of the  payment of the  Stipulated  Loss  Value,
     plus (iii) the anticipated fair market vialue of the affected  Equipment at
     the  expiration of the lease term  discounted at the presejnt value at five
     percent (5%) per annum simple  interest from the date of the last scheduled
     rent  payment  on the  affected  Equipment  to the date of  payment  of the
     Stipulated  Loss  Value,  less  the net  amount  of the  recovery,  if any,
     actually  received by Lessor from  insurance  or  otherwise  for such loss,
     damage  theft  or  destruction.  After  compliance  with the  foregoing  to
     Lessor's  reasonable  satisfaction,  and  provided  that  Lessee  is not in
     default under this Lease, Lessee shall be subrogated to Lessor's rights to
     any insurance  policies or claims for  reimbursement by others with respect
     to  such  loss,  damage,  theft,  or  destruction  provided  that  Lessor's
     insurance  policies  allow for such  subrogation.

                9.     Insurance
                       ---------

          During the lease term, Lessee shall, at its own expense, insure the
     Equipment  against all hazards,  including,  but not limited to loss due to
     fire  theft,  and  destruction  or  damage  of any  nature  for  the  fall
     replacement  value of the Equipment,  and such other insurance as necessary
     for Lessee's and Lessor's  protection  and the  protection of all Equipment
     leased  hereunder,  and such  policies  shall be payable to Lessor (or its
     assignee)  as its  interest  may appear.  Such  policies  shall be in form,
     amount and coverage,  and with insurers  acceptable to Lessor. Each policy
     shall provide, at least, the following:

                      1. Workers' Compensation Insurance in accordance with
                         statutory requirements, and Employer's Liability
                         insurance with a minimiim limit of $1,000,000 each
                         occurrence.

                      2. Commercial Primary Liability Insurance including
                         Personal Injury and Property Damage with the following


                                       3
<PAGE>

                         minimum limits of liability:


                                Bodily Injury         $1,000,000 each occurrence
                                Property Damage       $1,000,000 each occurrence

                        a. The Commercial General Liability policy shall include
                           an endorsement stating that Lessor is an additional
                           insured as regards the Lessee's liability arising
                           out of operations performed under this Agreement,

                      3. Commercial General Automobile Liability Insurance with
                         the following minimum limits of liability:

                                Bodily Injury         $5,000,000 each occurrence
                                Property Damage       $5,000,000 each occurrence

                         This insurance is to apply to all owned, non-owned, and
                         hired vehicles used by the Lessee or its subcontractors
                         in the performance of its obligations under this
                         Agreement. Bobtail Liability is not acceptable Auto
                         Liability Policy shall include an endorsement showing
                         additional insured as regards the Lessee's liability
                         arising out of operations performed under this
                         contract.

                      4. Other Insurance: Any specialized insurance actually
                         required due to the nature of the work to be performed,
                         whether required by any applicable statute, regulation,
                         or licensing requirement, or by prevailing industry
                         practice.


                10.    Indemnification
                       ---------------

          Lessee does hereby  agree to  indemnify,  defend,  and hold Lessor and
     Lessor's  shareholders,   directors,,  officers,  members,  employees,  and
     agents;  free  and  harmless  of any  claim,  loss,  liability,  regulatory
     violation, sanction, and expense (including attorneys' fees) resulting from
     any loss or  damage  to the  Equipment  and any  injuries  to, or deaths of
     persons, and damage to property, howsoever arising, directly or indirectly,
     from or  incident  to the  use,  operation  and  storage  of the  Equipment
     including  but not limited to strict  liability in tort,  and whether such
     injury or death to persons, be they agents or employees of the Lessee or of
     third parties,  it being specifically  agreed to and acknowledged by Lessee
     that the  foregoing  provision  includes  but is not limited to all claims,
     losses, liabilities, fines, forfeitures,  penalties, seizures, and expenses
     (including  attorneys' fees) occurring by reason of any negligence  (active
     or  passive)  omission,  or other act or conduct of the Lessor or any third
     party acting for or on behalf of the Lessor.

                11.    Taxes
                       -----

                                       4
<PAGE>


          Lessee agrees to use, operate and maintain the Equipment in accordance
     with  all  laws;  to pay  all  licensing  or  registration  fees  for  said
     Equipment; to keep the same free of levies, liens and encumbrances;  to pay
     all other taxes,  assessments,  fees, and penalties  which may be levied or
     assessed  on or in  respect to said  Equipment  or its use by Lessee or of
     Lessee's  interest therein,  or rental payments thereon,  including but not
     limited  to all  statet  federal,  and local  taxes,  however  designated,
     levied,  or  assessed  upon the Lessee and Lessor or either of them or said
     Equipment,  or upon the sale,  Ownership,  or use or operation thereof.


                12.    Additional Rent
                       ----------------

          If  Lessee  shall  fail to make  any  payment  or  perform  any act or
     obligation  required  by Lessee  hereunder,  Lessor may (but need not) make
     such payment or perform such act or  obligation  at the expense of Lessee}
     and such payment or  performance  shall not  constitute a waiver or cure of
     any Lessee  default.  Any expense so incurred by Lessor shall  constitute
     additional rent due hereunder and shall be payable by Lessee to Lessor upon
     demand. Any rent, additional rent, or other sum due under this Lease shall
     accrue interest from the due date thereof at the lower of (a) Lessor's then
     prevailing late charge rate or (b) the highest rate permitted by applicable
     law. All payments made  hereunder  shall be applied first to any charges or
     other expenses due hereunder and the remaining  balance,  if any, to rent
     then due.

                13.    Events of Default
                       -----------------

          The occurrence of any of the following  shall, at the option of Lessor
     and without any notice other than as provided herein,  constitute an "Event
     of  Default"  under this Lease;  (a) Lessee  fails to pay any rent or other
     sums due hereunder  and such failure  shall  continue for fifteen (15) days
     after written  notice by Lessor to Lessee;  (b) Lessee fails to perform any
     other  covenant  herein and such failure  continues for ten (10) days after
     written  notice by Lessor to Lessee;  (c) a petition in bankruptcy is filed
     by or on behalf of Lessee, voluntary or involuntary, or for reorganization,
     or for an  arrangement  pursuant  to the U.  S.  Bankruptcy  Code,  or any
     similar  federal or state or foreign  law  or is  adjudicated  bankrupt or
     insolvent,  or makes an assignment for the benefit of creditors,  or admits
     in writing its inability to pay debts  generally as they become due, or is!
     dissolved,  or  suspends  payment of any of its  obligations,  or takes any
     corporate  action in furtherance  of any of the foregoing;  (d) a petition
     or answer  proposing  the  adjuidication  of Lessee as a  bankrupt,  or its
     reorganization  under  the U. S.  Bankruptcy  Code,  of any  other  similar
     federal  or state or foreign  law is filed  with any Court,  and (i) Lessee
     shall  consent  to such  filing,  or (ii) such  petition  or answer is not
     discharged  or denied  within  sixty  (60) days after  such  filing,  (e) a
     receiver,  trustee,  or liquidator (or other similar official) is appointed
     for or takes  possession  or charge  of  Lessee,  substantially  all of its
     assets, or any Equipment;  (f) Lessee's interest in any Equipment is levied
     upon or  attached  in any  proceeding,  and such  process is not vacated or
     discharged within thirty (30) days thereafter; (g) Lessee attempts to sell,
     transfer,  mortgage,  pledge, or otherwise  encumber,  sublet or part with
     possession of any Equipment  without  Lessor's prior written  consent;  (h)
     INTENTIONALLY  DELETED; (i) death of the Lessee (if an individual);  or 0)
     any of


                                       5
<PAGE>

     the events described in clauses (c), (d), or (e) above occurs with, respect
     to any party obligated or responsible. Any default on the terms of any
     other agreement executed between the parties (including any entity
     controlled by, controlling, or under common control with Lessee) may be
     declared by Lessor to be a default under the terms of this Lease; any
     default on the terms of this Lease may be declared by Lessor to be a
     default under the terms of any other agreement between Lessee and Lessor.

                14.    Remedies of Lessor
                       ------------------

          Upon  the  occurrence  of  any  Event  of  Default,  or  at  any  time
     thereafter,  Lessor,  at its sole  option may  exercise  one or more of the
     following remedies: (i) declare all accrued and unpaid rent immediately due
     and payable;  (ii) terminate this Lease as to any or all items of Equipment
     upon  written  notice to Lessee  without  prejudice  to any other  remedies
     hereunder; (iii) enter at any time any premises where the Equipment may be,
     with or without legal process,  and take  possession  thereof without such
     action  constituting  a termination of this Lease,  unless Lessor  notifies
     Lessee in writing to such  effect;  (iv)  proceed by  appropriate  action,
     either  at law or in  equity,  to  enforce  performance  by  Lessee  of the
     applicable covenants of this Lease or to recover, as liquidated damages for
     the  loss of the  bargain  and not as a  penalty,  an  amount  equal to the
     Stipulated Loss Value of the Equipment,  as defined in Section 8 above, as
     of the date of Event of Default,  plus interest at Lessor's then prevailing
     late payment charge from the date of default to the date of payment.  After
     repossession of the Equipment by Lessor,  Lessee shall attempt to mitigate
     Lessee's  damages as  hereinafter  provided.  Lessor may attempt to sell or
     lease (the choice being  reserved to Lessor's  reasonable  discretion) the
     Equipment in a public or private  transaction at which Lessor may bid and,
     if notice  thereof is  required  by law,  any notice in writing of any such
     sale or  lease by  Lessor  not less  than ten (10)  days  prior to the date
     thereof shall constitute  reasonable notice thereof to Lessee, The proceeds
     of such sale or lease,  if any, should be applied first (i) to all Lessor's
     costs,  charges  and  expenses  incurred  in  taking,  removing,   holding,
     repairing,  and selling or leasing the  Equipment;  then (ii) to the extent
     not  previously  paid by Lessee,  to pay Lessor any damages then  remaining
     unpaid  hereunder;  then (iii) to reimburse Lessee any such sums previously
     paid by  Lessee  as  damages  hereunder;  then  (iv) any  surplus  shall be
     retained by Lessor.  Lessee shall pay Lessor any deficiency in (i) and (ii)
     above within ten (10) days of written request for same.  Lessor's  remedies
     provided  for herein  shall be in addition  to any and all other  remedies
     provided, existing, or available in its favor under any other provisions of
     this Lease, at law, or in equity or under statute.  Lessor's,  remedies may
     be exercised  concurrently  or  separately,  and the exercise of one remedy
     shall not be deemed to be an election  of such  remedy or to  preclude  the
     exercise of any other remedy.  No failure or delay on the part of Lessor in
     exercising  any  right or remedy  provided  hereunder  shall  operate as a
     waiver  thereof.  Waiver of  default  shall not be a waiver of any other or
     subsequent default.  Lessee waives demand of performance and notice of sale
     or lease.

          Lessee waives notice of a place of sale or lease and manner and place
     of any advertising. If, after default, this Lease is placed in the hands of
     any attorney for collection of unpaid rent or enforcement of any other
     right or remedy of Lessor, Lessee shall pay all costs and expenses and


                                       6
<PAGE>

     reasonable attorneys' fees incurred in connection therewith. Each of the
     parties hereto waives the right to trial by jury in any actjion arising
     under this Lease.


                15.    Repairs and Maintenance
                       -----------------------


          (a) General.  Each vehicle shall be inspected and maintained byjLessee
     for the duration of this Lease, and any extensions  thereof,  in accordance
     with allj  applicable  laws.  Except as  otherwise  provided,  Lessee  will
     furnish for each vehicle the following:

                (1) All repairs and  maintenance including parts and labor,
     preventive maintenance, inspections; and road service;

                (2) All necessary tires, lights brakes, lubricants and other
     requirements to ensure the leased vehicles are road worthy, and in
     conformity with all applicable laws; and

                (3) All improvements and maintenance required to iensure the
     structural integrity of the  Equipment and its proper and safe working
     order, including; without limitation, the straightening, reinforcement and
     replacement, as necessary, of walls, crossbars, floors and doors and the
     maintenance of all structural elements, landing gear, welding,  bumpers,
     special equipment (e.g. rams, floors, hydraulics, brakes etc.) of the
     Equipment in accordance with original design specifications.

          (b) Scheduled Services. Lessee agrees to make available and deliver
     each vehicle to a facility designated by Lessor when notified by Lessor
     that services are required. Lessor will not be required to provide
     substitute vehicles during periods of scheduled services.

                16.    Observance of Laws Registration and Licensing
                       ---------------------------------------------

          Lessee  agrees not to permit the  vehicles to be used in  violation of
     any federal,  state,  or municipal  laws or ordinances and Lessee will hold
     Lessor harmless from all fines, claims,  forfeitures,  or penalties arising
     from these  violations,  including  violations  relating  to  parking  and
     overweight vehicles.  In the event a vehicle is impounded as a result of a
     violation. Lessee will continue to pay all charges. If there are changes in
     any laws requiring the installation of additional  equipment or accessories
     or modification of the vehicles, Lessee will comply with these requirements
     and  Lessee  will  pay for  all  costs  incurred  for  modification  of the
     Equipment.   Lessee,   at  Lessee's   expense,   will  cause  all  required
     registrations  and licenses to be maintained  with respect to the Equipment
     in  order  that it be  utilizable  in  connection  with  the  transfer  and
     transportation of solid waste in compliance with all requirements of law. !

                17.    Choice of Law
                       -------------

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<PAGE>

          The  parties  choose the laws of the State of New Jersey to govern the
     interpretation,  construction,  validity,  enforcement,  and performance of
     this Lease.


                18.    Severability
                       ------------

          If any  provision  of this  Lease  shall be illegal  in  operation  or
     unenforceable,  the same shall not affect any other provision or provisions
     herein contained or render the same invalid, inoperative, or unenforceable,
     unless such illegality or invalidity shall materially alter the rights and
     obligations of the parties hereof In the event any obligation  contained in
     this Lease shall be held to be in violation  of the law,  such  obligatory
     shall be enforced to the full extent permitted by law.


                19.    Modification
                       ------------

          This  Lease  may not be  changed,  altered,  or  modified  except in a
     writing executed by the Lessor and the Lessee,


                20.    Counterparts
                       ------------

          This Lease may be executed in any number of  counterparts.  In proving
     the  existence  of this  Lease,  it shall not be  necessary  to  produce or
     account for more than one such counterpart. The single executed original of
     this Lease marked "Lease  Original"  shall be the  "Original" and all other
     counterparts  shall be duplicates and shall be labeled as "Non Negotiable".


                21.    Purchase Option
                       ----------------

          Provided  that no  event  of  Default  shall  have  occurred  and be
     continuing,  Lessee  shall be entitled to purchase the  Equipment  (but not
     less  thajn  all)  from  Lessor  at the end of the  Term for the sum of One
     Dollar ($1.00). Upon payment of the purchase price and payment by Lessee to
     Lessor  of all  rent and  other  sums due hereunder  with  respect  to the
     Equipment, Lessor shall transfer all of its right title and interest in the
     Equipment to Lessee,  "as is", "where is" and without  warranty on the part
     of Lessor except Lessor will warrant that it has good and marketable  title
     to such  Equipment free and clear of any liens or  encumbrances  created by
     Lessor,


     Accepted this __ day
     of March, 2004




                                       8
<PAGE>



LESSOR: Consolidated Logistics                       LESSEE: JS Transportation
        & Transportation, LLC


By:__________________________                        By:________________________

Title:_______________________                        Title:_____________________