EXHIBIT
      10.9

     

    EMPLOYMENT
      AGREEMENT

    
       

      This
        Employment Agreement (the “Agreement”), made and entered into this [___] day of
        July, 2005, by and between Wako Logistics Group, Inc, a Delaware corporation
        (the “Company”), and David L. Koontz (the
        “Executive”). 

       

      WITNESSETH

       

      WHEREAS,
        the
        Company desires to hire the Executive and the Executive desires to become
        employed by the Company; and

       

      WHEREAS,
        the
        Company and the Executive have determined that it is in their respective
        best
        interest to enter into this Agreement on the terms and conditions as set
        forth
        herein.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants and promises contained
        herein, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto hereby agree
        as
        follows: 

       

      1.  Employment.
        The
        Company hereby agrees to employ the Executive, and the Executive hereby agrees
        to serve the Company, upon the terms and conditions set forth
        herein.

       

      2.  Term.
        The
        employment of the Executive by the Company pursuant to this Agreement as
        provided in Section 1 will commence on [___], 2005 (the “Effective Date”), and
        continue until [________], 2008, unless the Executive’s employment is terminated
        earlier as provided in Section 6 (the “Initial Term”). This Agreement, and the
        Executive’s employment with the Company, may be renewed for additional
        successive one (1) year periods, upon the mutual agreement of the Company
        and
        the Employee (the “Renewal Period”). The Initial Term and any Renewal Period is
        hereby collectively referred to as the “Term.” 

       

      3.  Position
        and Duties.
        The
        Executive shall serve as the Chief Financial Officer (“CFO”), and shall have
        such responsibilities, duties and authority as are generally associated with
        such office and as may from time to time be assigned to the Executive by
        the
        Company’s Board of Directors (the “Board”) and the Company’s President and Chief
        Executive Officer that are consistent with such responsibilities, duties
        and
        authority, including, but not limited to, responsibility for the overall
        financial health and day-to-day financial operations of the Company on a
        worldwide basis. The Executive shall perform his duties diligently and
        faithfully and shall devote substantially all his working time and efforts
        to
        the business and affairs of the Company and its subsidiaries and
        affiliates.
        The
        Executive shall, at all times during the Term, report directly to the President
        and Chief Executive Officer. Notwithstanding anything in this Section 3 to
        the
        contrary, the Executive shall not be required to perform any duties or
        responsibilities that would result in a violation of, or noncompliance with,
        any
        law, regulation, regulatory pronouncement or any other regulatory requirement
        applicable to the Company and the conduct of the Company’s business or to the
        Executive in his capacity as CFO of
        the
        Company.

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

       

      4.  Compensation
        and Related Matters.

       

      4.1  Base
        Salary.
        In
        consideration of the services rendered to the Company hereunder by the Executive
        and the Executive’s covenants hereunder, the Company shall, during the Term, pay
        to the Executive an annual base salary at a rate of $185,000 (the “Base
        Salary”), less statutory deductions and withholdings, payable in accordance with
        the Company’s normal payroll practices. At least annually, the Company will
        review the Base Salary for competitiveness, the stage of development of the
        Company and appropriateness in the industry.

       

      4.2  Annual
        Bonus.
        For
        each calendar
        year during the Term, the Executive shall be eligible to receive a cash bonus
        of
        up to
        100% of the Base Salary (the “Bonus”).
        Such
        Bonus shall be determined and payable at the sole discretion of the
        Board.

       

      4.3  Stock
        Options.
        The
        Company shall grant to Executive an option to purchase 200,000 shares of
        the
        Company’s common stock (the “Options”).
        The
        Options shall vest over 2 years in accordance with the following vesting
        schedule: (i) 25%
        upon
        commencement of Employment, and (ii) the
        remaining 75%
        at
        the rate of 3.26% each month thereafter until fully vested. The
        term
        of the Options shall be ten years from the Effective Date. The Options shall
        be
        issued pursuant to the Company’s 2005 Stock Incentive Plan and will be evidenced
        by a Stock Option Grant Agreement, consistent with the terms of this
        Agreement.
        The
        exercise price for the Options shall be $1.00 per share.
        Irrespective of the date of grant, the vesting commencement date for any
        Options
        issued in accordance with this Section 4.3 will be the Effective Date. The
        Options will be granted, to the maximum amount of shares currently permitted
        by
        law, in the form of incentive stock options and the remainder in non-qualified
        options.

       

      Notwithstanding
        the foregoing, all Options shall vest 100% immediately upon a Change in Control
        as defined below. For purposes of this Section, a “Change in Control” shall be
        deemed to occur in the event of a change in ownership or control of the Company
        effected through any of the following transactions: (i) the acquisition,
        directly or indirectly, by any person or related group of persons (other
        than
        the Company or a person that immediately
        before the Change of Control directly
        or indirectly controls, or is controlled by, or is under common control with,
        the Company) of beneficial ownership (within the meaning of Rule 13d-3 of
        the
        Securities Exchange Act of 1934, as amended) of outstanding
        securities possessing more than fifty percent (50%) of the total combined
        voting
        power of the Company’s outstanding securities;
        or (ii)
        the sale, transfer or other disposition of all or substantially all of the
        Company’s assets; or (iii) the consummation of a merger or consolidation of the
        Company with or into another entity or any other corporate reorganization,
        if
        more than fifty percent (50%) of the combined voting power of the continuing
        or
        surviving entity’s securities outstanding immediately after such merger,
        consolidation or other reorganization is owned by persons who were not
        stockholders of the Company immediately prior to such merger, consolidation
        or
        other reorganization.

       

      4.4  Expenses.
        The
        Executive shall be entitled to receive prompt reimbursement for all reasonable
        and customary expenses incurred by the Executive in performing services
        hereunder, provided that such expenses are incurred and accounted for in
        accordance with the policies and procedures established by the Company.
For
        the
        sake of clarity, reimbursable expenses shall include payment of cell phone
        billings and high speed access computer lines.

       

      
        
           

        

        
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      4.5  Benefits.
        

       

      (a)  The
        Executive shall be entitled to receive full reimbursement for the premium
        costs
        of any medical and dental plans under which Executive is covered during the
        Term.

       

      (b)  The
        Executive shall be entitled to a car allowance of $750 per month during the
        Term.

       

      (c)  The
        Executive shall be provided with a laptop computer with appropriate software,
        as
        well as a cell phone capable of making international calls. All cell phone
        billings and high speed access line costs shall be reimbursed by the
        Company.

       

      (d)  The
        Executive shall be entitled to reasonable vacation time to be determined
        in
        consultation with the President/Chief Executive Officer.

       

      (e) The
        Executive shall be reimbursed for all costs incurred in connection with
        relocating from the East Coast to the West Coast of the United States, including
        temporary living costs in the new location, which shall not exceed thirty
        (30)
        days.

       

      5.  Director
        and Officer of the Company; D&O Insurance.
        

       

      (a)  As
        an
        officer and, if elected or appointed as a director of the Company, the Executive
        will be covered under all of the Company’s Director’s and Officer’s liability
        insurance policies, which are in place and updated over time. The Company
        shall
        indemnify Executive to the full extent permitted under Delaware law for claims
        relating to his service as a director or officer of the Company.

       

      (b)  Reserved.

       

      6.  Termination.
        The
        Executive’s employment hereunder may be terminated under the following
        circumstances:

       

      6.1  Death
        or Disability.
        In the
        event of the Executive’s death or Disability during the Term of this Agreement,
        the Executive’s employment hereunder shall immediately and automatically
        terminate, and the Company shall have no further obligation or duty to the
        Executive or his estate or beneficiaries other than for the Base Salary earned
        under this Agreement to the date of termination, reimbursement of corporate
        expenses incurred through the date of termination, and any payments or benefits
        due under Company policies or benefit plans
        which
        shall be paid within a reasonable time following death or
        Disability.
        For
        purposes of this Agreement, "Disability" shall mean
        the
        physical or mental infirmity of which infirmity causes him to be substantially
        unable to perform his duties hereunder for any period of one hundred and
        eighty
        (180) consecutive days; provided,
        however, that notwithstanding anything to the contrary herein and despite
        any
        termination of Executive’s employment under this Section 6, Executive shall be
        entitled in the event of a termination on account of death or
        Disability: (i) to retain his disability benefits, which amounts shall not
        be
        offset by any disability benefits received by Executive from any other source,
        (ii) to receive his Base Salary until such time as he has commenced receiving
        disability payments under the Company's policies,
        (iii) to
        receive a prorated portion of the Bonus to
        which
        Executive would otherwise have been entitled for the calendar year through
        the
        date of termination (as
        determined by
        the
        Board),
        and
        (iv) accrued but unused vacation.
        Executive, or his legal representative, as the case may be, shall have a
        period
        of one (1) year following the termination of his employment
        pursuant
        to
this
        Section 6.1 to exercise any vested Options. 

       

      
        
           

        

        
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      6.2  Cause,
        Without Cause Termination by the Executive.
        Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s
        employment hereunder may terminate prior to the expiration of the Initial
        Term,
        or any Renewal Period thereafter, under the following
        circumstances:

       

      (a)  Termination
        by the Company for Cause.
        The
        Board may terminate this Agreement for Cause at any time, upon written notice
        to
        the Executive setting forth in reasonable detail the nature of such Cause.
        For
        purposes of this Agreement, Cause is defined as (i) the Executive’s material
        breach of Sections 7,
        8, or 10
        of this
        Agreement; (ii) the Executive’s commission of any felony or any crime involving
        moral turpitude; or (iii) gross neglect
        or
        willful misconduct by the Executive in connection with the performance of
        his
        material
        duties
        hereunder, or his refusal to perform such material
        duties
        reasonably requested
        in the
        ordinary course;
        provided, however, that the Company shall give Executive thirty (30) days’
written notice and opportunity to cure prior to any termination for Cause
        based
        on the grounds specified (iii) above. Upon
        the
        termination for Cause of Executive’s employment, the Company shall have no
        further obligation or liability to the Executive other than for Base Salary
        earned under this Agreement prior to the date of termination, and reimbursement
        for corporate expenses incurred through the date of termination. Executive’s
        vested but unexercised Options shall expire immediately upon his termination
        for
        Cause pursuant to this Section 6.2(a).

       

      (b)  Termination
        by the Company Without Cause.
        The
        Executive’s employment hereunder may be terminated without Cause by the Company
        upon written notice to the Executive, provided, however, that if the Company
        terminates the Executive’s employment without Cause,
        or
        the
        Executive terminates his employment for Good Reason, as defined below, the
        Company shall (i) (A) continue to pay the Executive the Base Salary and shall
        reimburse medical and dental premiums, under the same conditions as exist
        at the
        time of termination, for a severance period of 9 months, provided termination
        occurs after six months and before the completion of 12 months from the
        Effective Date or (B) continue to pay the Executive the Base Salary and shall
        reimburse medical and dental premiums, under the same conditions as exist
        at the
        time of termination, for a severance period until the end of the Initial
        Term or
        the then current Renewal Period, provided termination occurs after of twelve
        (12) months from the Effective Date; (ii) reimburse Executive for corporate
        expenses incurred through the date of termination, (iii)
        cause any unvested Options granted to the Executive to immediately
        vest,
        (iv) in
the
        event
        the board had approved a bonus, such amount would be paid in the case of
        a
        termination without cause
        and
        (v) pay Executive for any accrued but unused vacation.
        The
        Company's obligations under this Section 6.2(b) are not subject to any right
        of
        setoff and impose no duty to mitigate on Executive. As a condition of receiving
        severance benefits pursuant to this Agreement, the Executive shall execute
        and
        deliver to the Company prior to his receipt of such benefits a general
        release
        in
        substantially the form set forth in Annex A hereto. The
        obligations of the Company under this Section 6.2(b) are subject to Executive's
        compliance with Sections 7 and 8 hereof.

       

      
        
           

        

        
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      (c)  Termination
        by the Executive.
        The
        Executive may terminate his employment hereunder for any reason
        upon one
        (1) month’s written notice to the Company
        (the
“Notice Period”).
        In the
        event Executive provides notice of termination pursuant to this subsection
        6.2(c), the Company may elect to terminate Executive at any time during the
        Notice Period without such termination being deemed a termination by the
        Company
        under this Agreement; provided that the Company shall nevertheless
        pay the
        Executive for
        any
        remaining portion of the
        Notice Period an amount equal to
        the Base
        Salary and benefits at the rate of compensation the Executive was receiving
        immediately before the
        Notice Period.   The
        Executive may also terminate his employment hereunder for “Good Reason,” within
sixty
        (60)
        days
        after the occurrence of any of the following events (i) a material breach
        of
        this Agreement by the Company; (ii) a material change
        in the
        Executive’s duties or responsibilities
        inconsistent with his position as CFO,
        including any reduction in Base Salary; or (iii) a change in the Executive’s
        reporting relationship so that he no longer reports
        directly to the President and/or Chief Executive Officer.
        The
        Executive shall give the Company thirty (30) days’ written notice and
        opportunity to cure prior to any termination for Good Reason based on the
        grounds specified in (i) through (iii) above. 

       

      7.  Confidentiality,
        Disclosure of Information.
        (a) The
        Executive recognizes and acknowledges that the Executive has had and will
        have
        access to Confidential Information (as defined below) relating to the business
        or interests of the Company or of persons with whom the Company may have
        business relationships. Except as permitted herein, the Executive will not
        during the Term, or at any time thereafter, use, disclose or permit to be
        known
        by any other person or entity, any Confidential Information of the Company
        (except as required by applicable law or as Executive deems
        necessary
        in
        connection with the performance of the Executive’s duties and responsibilities
        hereunder). The term “Confidential Information” means information relating to
        the Company’s business affairs, proprietary technology, trade secrets, patented
        processes, research and development data, know-how, market studies and
        forecasts, competitive analyses, pricing policies, employee lists, employment
        agreements (other than this Agreement), personnel policies, the substance
        of
        agreements with customers, suppliers and others, marketing arrangements,
        customer lists, commercial arrangements,
        or
        any
        other information relating to the Company’s business that is not generally known
        to the public or to actual or potential competitors of the Company (other
        than
        through a breach of this Agreement). This obligation shall continue until
        such
        Confidential Information becomes publicly available, other than pursuant
        to a
        breach of this Section 7 by the Executive, regardless of whether the Executive
        continues to be employed by the Company.

       

      (b) It
        is
        further agreed and understood by and between the parties to this Agreement
        that
        all “Company Materials,” which include, but are not limited to, computers,
        computer software, computer disks, tapes, printouts, source, HTML and other
        code, flowcharts, schematics, designs, graphics, drawings, photographs, charts,
        graphs, notebooks, customer lists, sound recordings, other tangible or
        intangible manifestation of content, and all other documents whether printed,
        typewritten, handwritten, electronic, or stored on computer disks, tapes,
        hard
        drives, or any other tangible medium, as well as samples, prototypes, models,
        products and the like, shall be the exclusive property of the Company and,
        upon
        termination of Executive’s employment with the Company, and/or upon the request
        of the Company, all Company Materials, including copies thereof, as well
        as all
        other Company property then in the Executive’s possession or control, shall be
        returned to and left with the Company. 

       

      
        
           

        

        
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      8.  Non-Competition
        and Non-Solicitation.
        The
        Executive acknowledges that the Company has invested substantial time, money
        and
        resources in the development and retention of its inventions, improvements,
        discoveries, processes, formulae, methods and other intellectual property,
        whether or not patentable or copyrightable (collectively, “Inventions”),
        Confidential Information (including trade secrets), customers, accounts and
        business partners, and further acknowledges that during the course of the
        Executive’s employment with the Company the Executive will have access to the
        Company’s Inventions and Confidential Information (including trade secrets), and
        will be introduced to existing and prospective customers, accounts and business
        partners of the Company. The Executive acknowledges and agrees that any and
        all
“goodwill” associated with any existing or prospective customer, account or
        business partner belongs exclusively to the Company, including, but not limited
        to, any goodwill created as a result of direct or indirect contacts or
        relationships between the Executive and any existing or prospective customers,
        accounts or business partners. Additionally, the parties acknowledge and
        agree
        that Executive possesses skills that are special, unique or extraordinary
        and
        that the value of the Company depends upon his use of such skills on its
        behalf.

       

      In
        recognition of this, the Executive covenants and agrees that:

       

      (a)  During
        the Term, and for a period of eighteen (18) months thereafter, the Executive
        may
        not, without the prior written consent of the Board, (whether as an employee,
        agent, owner, partner, consultant, independent contractor, representative,
        stockholder or in any other capacity whatsoever) participate
        in any business that offers products or services competitive in any way to
        those
        offered by the Company or that were under active development by the Company
        during the Term, provided that nothing herein shall prohibit the Executive
        from
        owning securities of corporations which are listed on a national securities
        exchange or traded in the national over-the-counter market in an amount which
        shall not exceed 2% of the outstanding shares of an such
        corporation.

       

      (b)  During
        the Term, and for a period of eighteen (18) months thereafter, the Executive
        may
        not entice, solicit or encourage any Company employee to leave the employ
        of the
        Company or any independent contractor to sever its engagement with the Company,
        absent prior written consent to do so from the Board.

       

      (c)  During
        the Term, and for a period of eighteen (18) months thereafter, the Executive
        may
        not, directly or indirectly, entice, solicit or encourage any customer or
        prospective customer of the Company to cease doing business with the Company,
        reduce its relationship with the Company or refrain from establishing or
        expanding a relationship with the Company.

       

      Provided,
        however, that this Section 8 shall not apply if the Company terminates the
        Executive Without Cause or Executive terminates this Agreement for Good
        Reason.

       

      9.  Provisions
        Necessary and Reasonable.
        (a) The
        Executive agrees that (i) the provisions of Sections 7 and 8 of this Agreement
        are necessary and reasonable to protect the Company’s Confidential Information,
        Inventions, and goodwill; (ii) the specific temporal, geographic and substantive
        provisions set forth in Section 8 of this Agreement are reasonable and necessary
        to protect the Company’s business interests; and (iii) in the event of any
        breach of any of the covenants set forth herein, the Company would suffer
        substantial irreparable harm and would not have an adequate remedy at law
        for
        such breach. In recognition of the foregoing, the Executive agrees that in
        the
        event of a breach or threatened breach of any of these covenants, in addition
        to
        such other remedies as the Company may have at law, without posting any bond
        or
        security, the Company shall be entitled to seek and obtain equitable relief,
        in
        the form of specific performance, and/or temporary, preliminary or permanent
        injunctive relief, or any other equitable remedy which then may be available.
        The seeking of such injunction or order shall not affect the Company’s right to
        seek and obtain damages or other equitable relief on account of any such
        actual
        or threatened breach.

       

      
        
           

        

        
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      (b) If
        any of
        the covenants contained in Sections 7or 8 hereof, or any part thereof, are
        hereafter construed to be invalid or unenforceable, the same shall not affect
        the remainder of the covenant or covenants, which shall be given full effect
        without regard to the invalid portions.

       

      (c) If
        any of
        the covenants contained in Sections 7or 8 hereof, or any part thereof, are
        held
        to be unenforceable by a court of competent jurisdiction because of the temporal
        or geographic scope of such provision or the area covered thereby, the parties
        agree that the court making such determination shall have the power to reduce
        the duration and/or geographic area of such provision and, in its reduced
        form,
        such provision shall be enforceable.

       

      10.  Representations
        Regarding Prior Work and Legal Obligations.
        (a) The
        Executive represents that the Executive has no agreement or other legal
        obligation with any prior employer, or any other person or entity, which
        restricts the Executive’s ability to accept employment with, or to perform any
        function for, the Company. 

       

      (b) The
        Executive has been advised by the Company that at no time should the Executive
        divulge to or use for the benefit of the Company any trade secret or
        confidential or proprietary information of any previous employer. The Executive
        expressly acknowledges that the Executive has not divulged or used any such
        information for the benefit of the Company.

       

      (c) The
        Executive acknowledges that the Executive has not and will not misappropriate
        any Invention that the Executive played any part in creating while working
        for
        any former employer.

       

      (d) The
        Executive acknowledges that the Company is basing important business decisions
        on these representations, and affirms that all of the statements included
        herein
        are true.

       

      11.  Successors;
        Binding Agreement.
        This
        Agreement and all rights of the Executive hereunder shall inure to the benefit
        of and be enforceable by the Executive’s personal or legal representatives,
        executors, administrators, successors, heirs, distributees, devisees and
        legatees. If the Executive should die, all amounts due following the Executive’s
        death, unless otherwise provided herein, shall be paid in accordance with
        the
        terms of this Agreement to the Executive’s devisee, legatee, or other designee
        or, if there is no such designee, to the Executive’s estate.

       

      12.  Notice.
        For the
        purposes of this Agreement, notices, demands and all other communications
        provided for in this Agreement shall be in writing and shall be deemed to
        have
        been duly given when delivered or (unless otherwise specified) mailed by
        United
        States certified or registered mail, return receipt requested, postage prepaid,
        addressed as follows:

       

      
        
           

        

        
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      If
        to the
        Executive:

      


      David
        L.
        Koontz

      Address
        to be advised

      


      PERSONAL
        AND CONFIDENTIAL

       

      If
        to the
        Company:


       

      Wako
        Logistics Group, Inc.

      Address
        to be advised 

       

       

      Attn:
        Corporate Secretary

       

      or
        to
        such other address as any party may have furnished to the other in writing
        in
        accordance herewith, except that notices of change of address shall be effective
        only upon receipt.

       

      13.  Miscellaneous.
        No
        provisions of this Agreement may be amended, modified, waived or discharged
        unless such amendment, waiver, modification or discharge is agreed to in
        writing
        signed by the Executive and such officer of the Company as may be specifically
        designated by the Board. No waiver by either party hereto at any time of
        any
        breach by the other party hereto of, or compliance with, any condition or
        provision of this Agreement to be performed by such other party shall be
        deemed
        a waiver of similar or dissimilar provisions or conditions at the same or
        at any
        prior or subsequent time. No agreements or representations, oral or otherwise,
        express or implied, with respect to the subject matter hereof have been made
        by
        either party which are not set forth expressly in this Agreement. This Agreement
        shall be binding on all successors to the Company.

       

      14.  Severability.
        The
        invalidity or unenforceability of any provision or provisions of this Agreement
        shall not affect the validity or enforceability of any other provision of
        this
        Agreement, which shall remain in full force and affect.

       

      15.      Dispute
        Resolution.
        Any
        controversy or claim arising out of this Agreement or any aspect of the
        Executive’s relationship with the Company including the cessation thereof (other
        than disputes with respect to alleged violations of the covenants contained
        in
        Sections 7, 8, or 9 hereof), shall be resolved by arbitration in accordance
        with
        the then existing Employment Dispute Resolution Rules of the American
        Arbitration Association, in Arlington, Virginia, and judgment upon the award
        rendered may be entered in any court having jurisdiction thereof. The parties
        shall split equally the costs of arbitration, except that each party shall
        pay
        its own attorneys’ fees. The parties agree that the award of the arbitrator
        shall be final and binding..

       

      
        
           

        

        
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      16.      
        Governing Law.
        The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed by and construed and enforced in accordance with the internal
        laws
        of the State of Delaware without regard to the principle of conflicts of
        laws.

       

      17.  Counterparts.
        This
        Agreement may be executed in two counterparts, each of which shall be deemed
        to
        be an original but both of which together will constitute one and the same
        instrument.

       

      18.  Survivorship.
        The
        respective rights and obligations of the parties to this Agreement shall
        survive
        the termination of this Agreement or the Executive’s employment hereunder for
        any reason to the extent necessary to the intended preservation of such rights
        and obligations.

       

      19.  Representation.
        The
        Company represents and warrants that it is fully authorized and empowered
        to
        enter into this Agreement and that the performance of its obligations hereunder
        shall not violate any agreement between the Company and any other person,
        firm
        or organization.

       

      20.  Entire
        Agreement.
        This
        Agreement sets forth the entire agreement of the parties hereto in respect
        of
        the subject matter contained herein and supersedes all prior agreements,
        promises, covenants, arrangements, communications, representations or
        warranties, whether oral or written, by any officer, employee or representative
        of any party hereto; and any prior agreement of the parties hereto in respect
        of
        the subject matter contained herein is hereby terminated and
        cancelled.

       

      21.  Headings.
        The
        parties acknowledge that the headings in this Agreement are for convenience
        of
        reference only and shall not control or affect the meaning or construction
        of
        this Agreement.

       

      22.  Advice
        of Counsel.
        The
        Executive and the Company hereby acknowledge that each party has had adequate
        opportunity to review this Agreement, to obtain the advice of counsel with
        respect to this Agreement, and to reflect upon and consider the terms and
        conditions of this Agreement. The parties further acknowledge that each party
        fully understands the terms of this Agreement and has voluntarily executed
        this
        Agreement.

       

      [Signatures
        appear on following page]

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

       

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

    

    


    
      	
              EXECUTIVE

            	 	Wako
              Logistics Group, Inc
	 	 	 	 
	 	 	 	 
	         
	 	By:	
                      
                

            
	
              David
                L. Koontz

            	 	 	
               

            
	 	 	Title:	
                  


            
	 	 	 	 
	
              Dated:
                __________________, 2005

            	 	 	
              Dated:
                _______________, 2005

            


    

     

     

    SIGNATURE
      PAGE TO EMPLOYMENT AGREEMENT

    OF
      DAVID L. KOONTZ

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    Annex
      A
      -- Form of Release

     

    Employee
      hereby expressly waives, releases, acquits and forever discharges the Company
      and its divisions, subsidiaries, affiliates, parents, related entities,
      partners, officers, directors, shareholders, investors, executives, managers,
      employees, agents, attorneys, representatives, successors and assigns
      (hereinafter collectively referred to as “Releasees”), from any and all claims,
      demands, and causes of action which Employee has or claims to have, whether
      known or unknown, of whatever nature, which exist or may exist on Employee’s
      behalf from the beginning of time up to and including the date of this
      Agreement. As used in this paragraph, “claims,” “demands,” and “causes of
      action” include, but are not limited to, claims based on contract, whether
      express or implied, fraud, stock fraud, defamation, wrongful termination,
      estoppel, equity, tort, retaliation, intellectual property, personal injury,
      spoliation of evidence, emotional distress, public policy, wage and hour law,
      statute or common law, claims for severance pay, claims related to stock options
      and/or fringe benefits, claims for attorneys’ fees, vacation pay, debts,
      accounts, compensatory damages, punitive or exemplary damages, liquidated
      damages, and any and all claims arising under any federal, state, or local
      statute, law, or ordinance prohibiting discrimination on account of race, color,
      sex, age, religion, sexual orientation, disability or national origin, including
      but not limited to, the Age Discrimination in Employment Act, Title VII of
      the
      Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, the
      Family and Medical Leave Act or the Employee Retirement Income Security
      Act.

     

    
      
         

      

      
        -11-