U.S. Securities and Exchange Commission Washington, D.C. 20549

Form 10-KSB/A

IxI ANNUAL REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES AND EXCHANGE
ACT OF 1934

for the fiscal year ended June 30, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _________________     to
_____________

Commission File Number: 0-13910

The Furia Organization, Inc.(Name of small business issuer in its
charter)

Delaware

95-3931129(State or other jurisdiction of

(I.R.S.Employer Identification No.)incorporation or organization)




2233 Ridge Road, Suite 102, Rockwall, TX 75087(Address of principal
executive offices)

972-722-9999(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each classN/A

Name of each exchange on which registeredN/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.001

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:
$548,858








The aggregate market value of voting and non-voting equity held by
non-affiliates of the registrant as of June 30, 2005: Common stock, $.001 par
value: $$6,741,741

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [x] No [ ]

The number of shares of the registrant's common stock outstanding as of October
10, 2005: 66,882,721shares.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format: Yes [ ] No [X]

EXPLANATORY NOTE



In addition, pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, have been re-executed as of the
date of, and are refilled as part of this Amendment as Exhibits 31.1, 31.2, 32.1
and 32.2.  Finally, Consent of the Independent Registered Public Accounting Firm
has been filed as part of this Amendment.  Item 13 in Part III hereof is
accordingly amended.

For convenience and ease of reference we are filing this Annual
Report in its entirety with the applicable changes.  Unless otherwise stated,
all information contained in this amendment is as of October 14, 2005, the
filing date of our Annual Report on Form 10-KSB for the fiscal year ended June
30, 2005.  Accordingly, this Amendment No. 1 to the Annual Report on Form
10-KSB/A should be read in conjunction with our subsequent filings with the
SEC.

2




TABLE OF CONTENTS

PART I

ITEM 1.
DESCRIPTION OF BUSINESSITEM 2.
DESCRIPTION OF PROPERTYITEM 3.
LEGAL PROCEDINGSITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERSPART IIITEM 5.
MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDERMATTERSITEM 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OFOPERATIONSITEM 7.
FINANCIAL STATEMENTSITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURESPART IIIITEM 9.
DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANTITEM 10.
EXECUTIVE COMPENSATIONITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
RELATED STOCKHOLDER MATTERSITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 13.
EXHIBITS AND REPORTS ON FORM 8-KITEM 14.
CONTROLS AND PROCEDURESITEM 15.
PRINCIPAL ACCOUNTANT FEES AND SERVICESSignaturesExhibit Index




3






PART I

ITEM 1. DESCRIPTION OF
BUSINESS

General

The Furia Organization, Inc. ("Furia") was incorporated under the
corporate laws of the State of Delaware on June 26, 1984, originally with the
corporate name of Furia, Oringer Productions, Inc. By 1991, Furia had
transferred, assigned and disposed of all of its former entertainment
properties. In April 1994, Pat Fashions Industries, Inc. ("PFI"), a subsidiary
and then only operating entity of Furia, filed a Petition in Bankruptcy under
Chapter 11 seeking the reorganization of PFI. The Chapter 11 proceeding was
subsequently converted to a Chapter 7 proceeding and PFI was then liquidated.
Thereafter, Furia became an inactive public company shell without any
significant assets or operations.

Furia currently offers comprehensive truck brokerage, logistics,
and intermodal transportation services through its subsidiaries Fronthaul, Inc.,
Loadsource Logistics, Inc., and Fronthaul Intermodal, LLC.

On August 26, 2004, Furia completed the acquisition of Fronthaul,
Inc., a privately held Nevada corporation ("Fronthaul"). Furia entered into a
definitive acquisition agreement with Fronthaul and its principal shareholders
to acquire all of the capital stock of Fronthaul in exchange for the issuance of
common and preferred stock of Furia. As a result of the transaction, Fronthaul
became a wholly-owned subsidiary of Furia. Fronthaul was incorporated on June 9,
2004. Fronthaul is an Internet-based, business-to-business information exchange,
which provides a centralized database of freight load information accessible by
any enabled wireless device or through the Internet. Its objective is to
integrate the existing freight industry players with wireless and Internet
technologies, creating a dynamic real-time communication exchange for the
transportation industry. At the closing, an aggregate of 20,000,000 shares of
Furia's Common Stock and 500,000 shares of its Preferred Stock were authorized
for issuance to the shareholders of Fronthaul. The Common Stock issued to the
shareholders of Fronthaul represented 69.6% of the 28,742,842 shares of its then
outstanding post-closing Common Stock. The Preferred Stock issued to the
Fronthaul shareholders is convertible, at the option of the holders, into shares
of Furia's Common Stock at the rate of 100 shares of Common Stock for each share
of Preferred Stock. Such right of conversion is based upon the following
formula:

1)
Upon Furia achieving revenues of $250,000 within twelve (12)
months from the date of acquisition, an aggregate of 25% of the Preferred Stock
may be converted;2)
Upon Furia achieving revenues of $500,000 within twelve (12)
months from the date of acquisition, an aggregate of 50% of the Preferred Stock
may be converted; and3)
Upon Furia achieving revenues of $750,000 within twelve (12)
months from the date of acquisition, an aggregate of 100% of the Preferred Stock
may be converted.




On the one year anniversary from the date of acquisition
("Anniversary Date"), should Furia fail to achieve any or all of the revenue
thresholds, Furia shall redeem the unconverted Preferred Stock at a price of
$.50 per share. Should Furia fail to redeem any or all of the unconverted
Preferred Stock within 30 days from the Anniversary Date, then the shareholder,
without regard to the revenue requirements set forth above may, at any time
thereafter, convert the Preferred Stock to Common Stock as described
above.

On September 1, 2004, Furia completed the acquisition of
Loadsource, Inc., a privately held Tennessee corporation ("Loadsource"). Furia
entered into a definitive acquisition agreement with Loadsource and its
principal shareholders to acquire all of the capital stock of Loadsource. Furia
entered into agreements with the shareholders of Loadsource to acquire all of
the issued and outstanding capital shares of Loadsource for the aggregate sum of
$311, 580. The capital shares of Loadsource have been transferred to Furia and
the transaction to become consummated at the completion of financing or a
suitable conclusion for all parties.

Services Provided

Furia's transportation services can be broadly placed into the
following categories:

Truck Brokerage (Highway Services). Through its Fronthaul
subsidiary, Furia matches drivers and truck loads together. Shippers/brokers
access the load board and input the appropriate data for their loads. Drivers
access the loads via any wireless device or call Fronthaul's call center. This
program incorporates a unique driver/shipper feedback system very similar to
eBay that can be connected to any database. Fronthaul collects a flat rate fee
for the service. More than 600 drivers currently participate in this program.
Drivers are motivated to utilize the service as it also provides them with the
opportunity to gain residual income through the unique network-marketing
component of Fronthaul's brokerage service. (Approximately 20% of total sales
revenues).

Logistics. Loadsource is a motor carrier. Loadsource moves
its contracted shipper's loads with leased trucks and trailers driven by drivers
hired by Loadsource. More than 280 trucks and 420+ trailers are part of
Loadsource's leased fleet. Furia's contracted shippers include Coors Brewing
Company and Swift & Company (approximately 80% of total sales revenue). This
component of Furia interfaces seamlessly with Fronthaul as the drivers are
recruited from the Fronthaul database, and Fronthaul's load matching service
facilitates the probability that the Loadsource trucks are full on their return
trips.

Intermodal. Furia is engaged in providing Intermodal
transportation services to its customers, a Freight Forwarder business. For
example Furia utilizes Intermodal services to move freight from the Coors
brewery to the rail, by rail to the destination city, and the local distributor.
As no driver or tractor is needed to move these loads, Intermodal services are
cost effective. Intermodal services also access air and ship cargo to meet the
specific needs of our clients.

Furia, through its wholly-owned subsidiaries, has developed a
load matching service for the transportation freight industry. Furia uses its
client base of drivers to move its loads derived from brokers and shippers.
Furia's load matching services enable its customers to focus their energies on
manufacturing while Furia efficiently handles their shipping needs.

Fronthaul is establishing a database of freight loads in amended
formation. Fronthaul is populating its database with existing freight portals,
shippers, logistic professionals, freight brokers and
truckers.

4




Load matching is beneficial to truckers in that they
can:

·
maximize loaded miles;·
reduce layover time;·
increase client bases;·
and optimize their resources.




Load matching is beneficial to the shippers in that they
can:

·
Batch uploads·
Post shipments for free;·
Reduce call time;·
Increase productivity; and·
Broaden their carrier base.




Fronthaul has developed two approaches to match shippers and
truckers, Portal Exchange and Direct Shipper Usage.

The Portal Exchange model operates as follows:

·
Freight portals list loads available on the Fronthaul exchange
through automated interfaces;·
The Fronthaul exchange service will match tendered loads with
stored truckers requests, automatically sending a message to matching
truckers;·
Interested truckers will then commit to the desired loads through
their mobile phone, PDA or through the Internet;·
Load confirmations will then be sent to originating freight
portal or shipper as well as the trucker; and·
Ongoing load communications will then be handled directly between
the trucker and shipper.




The Direct Shipper Usage model operates as follows:

·
Shippers enter load information directly into Fronthaul's
database; and·
loads will then be automatically matched, messages sent and loads
registered.




Fronthaul charges the shipper a flat rate per mile for all loads
shipped utilizing its load matching services.

Fronthaul believes that its business model can only be successful
if the truck drivers are motivated to participate.

In order to secure the truck drivers' participation, Fronthaul
provides them with the opportunity to enhance their income in two
ways:

·
increased number of quality loads; and·
residual income through network marketing of Fronthaul' s load
matching service.




In addition, Fronthaul provides truckers (a) training for new
members and sponsors, (b) bonuses for individuals who perform above the standard
criteria, and (c) discounts on items such as fuel, healthcare and life
insurance.

Fronthaul expects that shippers will benefit from its matching
services by reducing shipping costs. Utilizing Fronthaul load matching service
will provide shippers with an easy-to- use interface and access to the national
truck driver pool. As a result, shippers have access to more cost effective
transportation options and availability.

Fronthaul has also created a driver rating system so that
shippers can evaluate and utilize the best truck drivers available.

Once a truck driver and a shipper are matched utilizing
Fronthaul's matching service, rates are typically negotiated between the shipper
and the trucker and are based on the type of freight to be hauled, the length of
the haul, the area of delivery and other unique aspects of the load.

Marketing and Customers

Furia's system of services is designed to address the problem
that at any given time approximately 50% of trucks on the road are empty.
Furia's combination of brokerage, logistics, and Intermodal services can reduce
this inefficient aspect of the transportation freight industry. The advantages
that Furia brings to its customers are its de-facto Internet portal for
Intermodal, land, air, and sea freight load information that is accessible
through any wireless device, and the Fronthaul referral based marketing program
that has not previously been done commercially in the transportation freight
industry.

Key aspects that contribute to Furia's business are its
Driver/Shipper Feedback System, reasonable fees, and exemplary customer service.
Furia pays its drivers well and seeks to create a community of satisfied drivers
making residual income.

Risk Management and Insurance

To cover freight loss or damage when a carrier's liability cannot
be established or a carrier's insurance is insufficient to cover the claim,
Furia carries its own cargo insurance with a limit of $100,000 per container or
trailer and a limit of $1,000,005 in the aggregate.

Government Regulation

Furia is licensed by the U.S. Department of Transportation as a
broker in arranging for the transportationof general commodities by
motor vehicle. To the extent that it performs truck brokerage services, Furia
does so under these licenses. The Department of Transportation prescribes
qualifications for acting in this capacity, including a $10,000 surety bond that
Furia has posted through its subsidiary Fronthaul Inc. To date, compliance with
these regulations has not had a material adverse effect on its results of
operations or financial condition of Furia. However, the transportation industry
is subject to legislative or regulatory changes that can affect the economics of
the industry by requiring changes in operating practices or influencing the
demand for, and cost of providing, transportation
services.

5




Competition

The transportation services industry is highly competitive. Furia
competes against other IMCs, logistics companies, third party brokers, trucking
companies and railroads that market their own Intermodal services. Competition
is based primarily on freight rates, quality of service, reliability, transit
time and scope of operations. Several transportation service companies and
trucking companies, and all of the major railroads, have substantially greater
financial and other resources than Furia does.

Employees

As of June 30, 2005, Furia had five full-time employees. Furia's
management team includes persons with proven success in the internet and
transportation industries. Furia is not a party to any collective bargaining
agreement and considers its relationship with its employees to be
satisfactory.

Periodic Reports

Upon written request, our annual report to the U.S. Securities
and Exchange Commission on Form 10-KSB for the fiscal year ended June 30, 2005,
and its subsequent quarterly reports on Form lO-QSB will be furnished to the
stockholders of Furia free of charge by writing to: The Furia Organization,
Inc., 2233 Ridge Road, Suite 102, Rockwall, TX 75087.

Marketing and Customers

Furia is the only known referral based marketing transportation
logistics Brokerage Company and currently has over 600 driver members. Furia
expects to grow its business specifically in the areas of distribution of
flatbed, dry van and refrigerated loads.

Furia believes that fostering long-term customer relationships is
critical to our success. Through these long-term relationships, Furia is able to
better understand its customers' needs and tailor its transportation services to
the specific customer, regardless of the customer's size or volume.

Furia services customers in a wide variety of industries,
including beer, meat, consumer products, retail, paper products, manufactured
products, automotive parts and electronic equipment.

Management Information Systems

A primary component of our business strategy is the continued
improvement of our Network Management System and other technology to enable
Furia to become a leader among transportation providers in information
processing for transportation services. Our Network Management System consists
of Our Network Management System consists of internal and external server farms
to handle virtually any amount of data and transaction sets.

ITEM 2. DESCRIPTION OF
PROPERTY

Furia leases its principal executive offices, which are located
at 2233 Ridge Road, Suite 102, Rockwall, TX 75087. The offices are comprised of
approximately 2,600 square feet which is adequate for the current operations of
Furia. The lease is for a term of 6 months., expiring in March, 2006, with a
monthly rent of $ 3,733.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS

None

PART
II

ITEM 5. MARKET FOR COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS

Furia is authorized to issue 200,000,000 shares of Common Stock,
$.001 par value per share. At June 30, 2005, there were 46,222,721 shares of
Common Stock issued and outstanding that were held by 779 stockholders of
record.

The Common Stock of Furia is traded on the NASD Electronic
Bulletin Board over-the -counter market (OTC-BB), and is quoted under the symbol
"FURA".

Common Stock

Holders of Common Stock are entitled to one vote for each share
held on all matters voted upon by the stockholders, including the election of
directors. The holders of Common Stock have no preemptive rights to purchase or
subscribe for any stock of Furia now or hereafter authorized or for securities
convertible into such stock. All of the outstanding shares of Common Stock are
fully paid and non-assessable. Upon any liquidation of Furia, the holders of
Common Stock are entitled to share ratably in assets available for distribution
to such stockholders. Holders of Common Stock are entitled to receive dividends
out of assets legally available therefore at such times and in such amounts as
the Board of Directors may from time to time determine.

Shareholders are not entitled to cumulative voting rights, and
accordingly, the holders of a majority of the voting power of the shares voting
for the election of directors can elect the entire class of directors to be
elected each year if they choose to do so and, in that event, the holders of the
remaining shares will not be able to elect any person as a director of such
class.

6




Preferred Stock

Furia's Certificate of Incorporation
authorizes the issuance of 5,000,000 shares of preferred stock, $.001 par
value.

Furia has issued 500,000 shares of its
convertible preferred stock in connection with the acquisition of Fronthaul Inc.
in August 2004. Each outstanding share of preferred stock is convertible into
100 shares of the Common Stock of Furia, for an aggregate of 50,000,000 shares
of Common Stock.

Dividend Restrictions

The terms of future instruments governing the future indebtedness
of Furia may contain restrictions on the payment of dividends and the making of
distributions on its capital stock (other than stock dividends) and the purchase
or redemption of outstanding capital stock of Furia. By reason of these
restrictions, Furia may be unable to pay dividends on its Common Stock for some
period in the future, which cannot presently be estimated.

Furia has not declared or paid any dividends on its Common Stock
and presently does not presently expect to declare or pay any such dividends the
foreseeable future. Furia has not yet formulated a future dividend policy in the
event restrictions on its ability to pay dividends are created.

Transfer Agent and Registrar

The transfer agent and registrar of Furia is Integrity Stock
Transfer, 2920 N. Green Valley Parkway, Building 5, Suite 527, Las Vegas, NV
89014; telephone 1.877.317.7757.

Market Price

The following table sets forth the range of high and low closing
bid prices per share of the Common Stock of Furia (trading symbol FURA) for the
periods indicated (reflecting inter-dealer prices without retail mark-up,
mark-down or commission and may not represent actual transactions) on the NASD
Electronic Bulletin Board over-the-counter market.

High Closing

Low ClosingBid
Prices

Bid
PricesYear Ended December
31,
20041st Quarter



$
None
$
None2nd Quarter



$
None
$
None3rd Quarter



$
None
$
None4th Quarter



$
None
$
NoneYear Ending December
31,20051st Quarter



$
None
$
None2nd Quarter



$
.60
$
.273rd Quarter

$
.29
$
.11




While the trading price of Furia's Common Stock is below $5.00
per share, the Common Stock is considered to be "penny stocks" that are subject
to rules promulgated by the Securities and Exchange Commission (Rule 15-1
through 15g-9) under the Securities Exchange Act of 1934. These rules impose
significant requirements on brokers under these circumstances, including: (a)
delivering to customers the Commission's standardized risk disclosure document;
(b) providing customers with current bid and ask prices; (c) disclosing to
customers the broker-dealer's and sales representatives' compensation; and (d)
providing to customers monthly account statements.

Stock Option, SAR and Stock Bonus Plan

Effective August 16, 2005, Furia adopted and approved its 2005
Incentive Stock Plan (the "Plan"), which reserved 10,000,000 shares of its
Common Stock for issuance under the Plan. The Plan allows us to issue awards of
incentive and non-qualified stock options, stock appreciation rights, and stock
bonuses to consultants of Furia, which may be subject to
restrictions.

7




Sale of Unregistered Securities

On May 5, 2005, Furia issued a total of 798,750 shares of
restricted common stock to the following persons:

Name
No. of SharesDan Traxler
75,000Bryan Hawkins
90,000Terry Carrow
18,750Marty Reneau
37,500John B Enriquez
37,500Kathy Robinson
37,500Lane Barton
75,000Ruben Duron
15,000Shawn Duron
7,500Marcus Duron
15,000Marciano Duron
22,500Rene Duron
15,000Christina Duron
7,500Joseph Emond
37,500Kent Phillips
75,000Olan Woodard Jr
37,500Ralph W Hites
37.500Micheal F Phillips
150,000David Hawkins
7,500Kevin Carmona
7,500Daniel Pedroza
7,500Joe Piazza
22,500




On May 14, 2005, Furia issued a total of
75,000 shares of restricted common stock to the following
persons:

Name
No. of
SharesMichael Wayne Reynolds
37,500James P Gee
37,500




On May 30, 2005, Furia issued a total of
37,500 shares of restricted common stock to the following
persons:

Name
No. of
SharesKelsey E Cranford
18,750Callie R Cranford
18,750




On June 3, 2005, Furia issued a total of
606,900 shares of restricted common stock to the following
persons:

Name
No. of SharesAaron Singer
15,000Billy Seiler
37,500Adolfo Perez
21,000John B Enriquez
7,500James P. Gee
50,000Stewart Buckalew
7,500Tamara Templeton
11,250Mike Hammer
200,000Tim Ludwig
52,500Malcolm Coffee
18,750Bryan Hawkins
100,000John Gonzales
7,500Greg Aslinger
10,000Morris Duree
45,000Dana Duree
15,000Greg Fruss
900Casey Knoble
7,500


8




On June 6, 2005, Furia issued a total of
1,040,000 shares of restricted common stock to the following
persons:

Name
No. of
Shares




Greg Aslinger
65,000Eddy Knapp
975,000




On June 13, 2005, Furia issued a total of 90,000 shares of
restricted common stock to Juan Fernandez.

On June 16, 2005, Furia issued a total of 200,000 shares of
restricted common stock to M. N. Osborne.

9




ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATIONS

The following discussion of Furia's financial condition and
results of operations should be read in connection with Furia's consolidated
financial statements and notes thereto appearing elsewhere in this annual
report. This discussion contains statements reflecting the opinions of
management as well as forward-looking statements regarding the market and Furia
that involve risks and uncertainties. These statements relate to expectations
and concern matters that are not historical facts. Words such as "believes",
"expects", "anticipates" and similar expressions used throughout this document
indicate that forward-looking statements are being made.

Although management of Furia believes that the expectations and
opinions reflected in its forward-looking statements are reasonable, these
statements are not guarantees of future performance. They are subject to risks,
uncertainties and other factors that could cause actual performance to differ
materially from projected results. Factors that could cause or contribute to
differences between actual and projected results include, but are not limited
to, the current lack of sufficient funding needed for working capital, debt
repayment and capital investment, failure to attract management and staff, the
inability to grow membership subscriptions, inability to launch additional
services. Additional risk factors are disclosed elsewhere in this annual
report.

Historically, Furia has used the sale of its Common Stock,
capital contributions and loans from various stockholders to fund its
operations.

There are no assurances that Furia will be able to obtain a
profitable level of operations.

Year Ended June 30, 2005 Compared to 2004:

The following table sets forth certain comparative operating
information regarding Furia:

Year Ended June 30,2005

2004Sales Revenues
$
548,858

$  0Cost of Goods Sold,

115,293

0Gross Profit

433,565

0Operating Expenses



0Selling, general and administrative

1,058,781Depreciation

25,533

0Total Operating Expenses

1,084,314

0(Loss) from Operations

( 650,749)

0Net (loss)

(285,031)

0Basic Earning (loss) per Share
$
(.06)

0




REVENUES

Total revenues for fiscal years 2005 and 2004 were $548,858 and
$0, respectively, as the operations of Furia were inactive during fiscal
2004.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased from $0 in fiscal
year 2004 to $ 1,058,781 in the fiscal year ended June 30, 2005. This increase
is principally attributable to the acquisition of several trucking operations
during the fiscal year ended June 30, 2005 compared to no significant operations
in the fiscal year ended June 30, 2004.

NET LOSS

The net loss of the Company increased to $(285,031) during the
fiscal year ended June 30, 2005, as compared with a loss of $(0) during the
fiscal year ended June 30, 2004. This increase is principally attributable to
the acquisition of several trucking operations during the fiscal year ended June
30, 2005.

CAPITAL RESOURCES

Furia's capital resources were provided primarily by the private
placement sale of its Common Stock. The net proceeds of these sales were
$1,105,235 in cash during the fiscal year ended June 30, 2005.

The ability of Furia to satisfy its obligations will depend in
part upon its ability to successfully complete the offer and sale of additional
shares of its Common Stock and in part upon its ability to reach a profitable
level of operations.

PLAN OF OPERATIONS

Because of the costs of development of its truck hauling systems,
Furia expects that it will incur a loss during its fiscal year ending June 30,
2006.

Furia believes that additional equity capital will be required to
accomplish its plan of operations during the next 12 months. As a result, Furia
intends to sell its Common Stock to further capitalize Furia, and may also
borrow from banks and others to the extent necessary to provide liquidity for
its operations, although no arrangements for any borrowings have been
made.

Furia has maintained and conducted its development activities and
incurred associated costs consistent with its plan of operations in order to
develop its trucking services business. Furia expects to incur losses in the
further development of its business operations.

10




UNCERTAINTIES:

GOING CONCERN

The financial statements are presented on the basis that Furia is
a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
length of time.

Management believes that current plans to expand Furia's
operations and a combination of its financing and capital raising plans will
provide sufficient working capital to allow Furia to continue as a going
concern.

COSTS OF CONDUCTING BUSINESS

Furia will be required to incur substantial costs for further
development and expansion of its business, for establishing additional marketing
for its operations and services, and related costs. A substantial portion of
those costs must be paid whether or not any of its business plan proves to be
commercially successful on a broad scale. The ability to generate a profit
depends, among other factors, on the amount of equipment leasing and acquisition
costs incurred, the amount of revenues from the hauling operations and services
of Furia, and its operating costs.

COMPETITION

The trucking business is highly competitive. Companies in the
industry have substantially greater financial, marketing, and technical
resources than Furia. Further, the entry into this industry does not necessarily
require a large capital expenditure and, accordingly, it can be expected that
additional competitors may enter the industry in the future. It may be
particularly difficult for a relatively small independent company to compete
with larger companies, which have significantly greater resources. Furia may not
be able to successfully compete if such an environment develops.

CONTRACTS.

There can be no assurance that Furia Company will be able to
obtain sufficient and suitable contracts to successfully complete its business
plan.

FLUCTUATIONS IN OPERATING RESULTS

Furia's revenues and results of operations may vary significantly
in the future. Furia's revenues and results of operations are difficult to
forecast and could be adversely affected by many factors, some of which are
outside the control of Furia, including, among others, the expected relatively
long sales and implementation cycles for Furia's operations; the size and timing
of individual license transactions and joint venture arrangements; seasonality
of revenues; changes in Furia's operating expenses; timing of introduction or
enhancement of its systems by Furia or its competitors; technological changes in
technology; personnel changes and difficulties in attracting and retaining
qualified drivers, sales, marketing, technical and consulting personnel; changes
in customers' budgeting cycles; quality control of services sold; and economic
conditions generally and in specific industry segments, particularly the
trucking industry.

There can be no assurance that Furia's services will achieve
broad market acceptance or that Furia will be successful in marketing its
services or enhancements thereto. In the event that Furia's current or future
competitors release new services that have more advanced features, offer better
performance or are more price competitive than Furia's services, demand for
Furia's services would decline. A decline in demand for, or market acceptance
of, Furia's services or other products as a result of competition, technological
change, or other factors would have material adverse effects on Furia's
business, financial condition and results of operations.

SEASONALITY

Furia does not expect to experience material seasonal variations
in revenues or operating costs, except that the winter season can be expected to
cause some disruption in the operations of Furia due to bad weather.

ITEM 7. FINANCIAL
STATEMENTS

The financial statements of Furia for its fiscal year ended June
30, 2005, are provided with this Form 10-KSB annual report.

ITEM 8. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Harvey Weingard, C.P.A., the previous independent registered
accounting firm of Furia for the fiscal years ended June 30, 2004 and 2003,
resigned from further audit services to Furia because the firm was not
registered with the Public Company Accounting Oversight Board, as required by
the Sarbanes-Oxley Act of 2002, as amended. There have been no disagreements
regarding accounting and financial disclosure matters with this former
independent certified public accountant of Furia.

Effective March 16, 2005, Lawrence Scharfman & Co., C.P.A.,
P.C., located at 9608 Honey Bell Circle, Boynton Beach, FL 33427 was engaged by
the Furia to audit the consolidated financial statements of Furia for its fiscal
years ended June 30, 2003 2004, and 2005, and the related statements of income,
stockholders' equity, and cash flows for the years then
ended.

11




PART
III

ITEM 9. DIRECTORS AND EXECUTIVE
OFFICERS

Directors and Officers. The following table sets forth certain
information regarding the only executive officer and director of Furia. All
officers serve at the pleasure of the Board of Directors. Directors serve until
the election and qualification of their successors.

Name
Age
Positions HeldMichael D. Alexander
37
Chairman of the Board, Chief ExecutiveOfficer, President, and Director




Mr. Alexander became the Chief Executive Officer, President, and
a director of Furia on August 26, 2004. From June 2004 to the present, Mr.
Alexander has been the President of Fronthaul, Inc., a wholly owned subsidiary
of Furia that was acquired by Furia during August 2004. Mr. Alexander is also
the Managing Member of Loadsource Logistics, L.L.C. and Fronthaul Intermodal,
L.L.C., wholly owned subsidiaries of Furia. From September 2003 to June 1, 2004,
Mr. Alexander was a process analyst for Citigroup. From August 2000 to September
2003, he was a computer consultant with Cyber Communications.

ITEM 10. EXECUTIVE
COMPENSATION

The following table discloses compensation during the three years
ended June 30, 2005, for the Chief Executive Officer of Furia.

Annual Compensation
Long-Term CompensationAwards
Payouts_____________________
_____
______
_________
__________
_______________________
__________
_________SecuritiesName and



Other

UnderlyingPrincipal
Fiscal


Annual
Restricted
Options/
LTIP
All otherPosition
Year
Salary
Bonus
Compensation
Stock Awards
SARS
Payout
CompensationMichael D. Alexander,
2005
$150,000
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0Chief Executive Officerand Director_____
________
_________
__________
___________
_________
__________
_________Michael Knapp, former
2005
$130,000
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0PresidentWaylon McMullen,
2005
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0former Chief Executive
2004
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0
$ 0Officer and President_____________________
_____
______
_________
__________
___________
______
__________
_________




STOCK COMPENSATION PLAN

Furia adopted the 2005 Stock Option, SAR, and Stock Bonus
Consultant Plan (the "Plan") to be effective August 16, 2005, which authorized
Furia to grant qualified and non-qualified stock options with or without stock
appreciation rights to consultants (the "Participants")of Furia. There were
10,000,000 shares of Common Stock of Furia authorized for grant to Participants
designated by the Committee under the Plan. When shares are issued pursuant to
the Plan, they can be sold in the public market upon issuance. Directors,
officers and employees of Furia are not eligible to participate in the
Plan.

STOCK PLAN COMMITTEE

A Stock Plan Committee of the Board of Directors administers
Furia's 2005 Stock Option, SAR and Stock Bonus Consultant Plan. Mr. Michael D.
Alexander is presently the only member of the Committee.

OTHER COMMITTEES

Furia does not have an audit committee, compensation committee,
nominating committee, an executive committee of the Board of Directors, or any
other committees. However, the Board of Directors may establish various
committees in the future.

BENEFIT PLANS

Furia does not have any pension plan, profit sharing plan, or
similar plans for the benefit of its officers, directors or employees. However,
Furia may establish such plans in the future.

12




Compliance with Section l6(a) of the Securities Exchange
Act

Section 16(a) of the Exchange Act requires Furia's executive
officers and directors, and persons who beneficially own more than ten percent
(10%) of its equity securities, to file reports of ownership and changes in
ownership with the U.S. Securities and Exchange Commission. Officers, directors
and greater than ten percent shareholders are required by SEC regulation to
furnish Furia with copies of all Section l6(a) forms they file.

Based on its review of the copies of such forms received by it,
Furia believes that during the year ended June 30, 2005, all such filing
requirements applicable to its officers, directors and 10% owners of its Common
Stock were complied with, except that Michael D. Alexander ahs not timely filed
his Form 3 beneficial ownership report nor his Schedule 13D report.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Furia is a Delaware corporation. Title 8,
Chapter 1, Section 145 of the Delaware Corporation Law provides authority for
broad indemnification of officers, directors, employees and agents of a
corporation, with certain specified exceptions.

Article VII, Section 7 of the By-Laws of
Furia provides that Furia shall indemnify its directors, officers, employees and
agents to the extent permitted by the Delaware General Corporation
Law.

At the present time, Furia does not have
any officer-director liability insurance although permitted by Delaware law.
Furia does not have any indemnification agreement with any of its directors,
officers, employees or agents except for Michael D. Alexander, the Chief
Executive of Furia whose employment agreement provides for indemnification by
Furia.

Employment Agreement

The Company entered into an employment with
Michael D. Alexander, the Chief Executive Officer of Furia that provides for a
salary of $150,000 per year and a bonus of 20% to 50% per year as determined by
the Board of Directors based upon the performance of Furia, and use of a
vehicle. The agreement also provides that the number of shares of Common Stock
of Furia shall never be less than sixty percent (60%) of the total issued and
outstanding Common Stock at any time. The agreement also provides for his
indemnification against any and all claims and demands, including court costs
and reasonable attorneys' fees that may arise out of his services to Furia. The
agreement is cancelable by Furia upon 60 days written notice.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the
beneficial ownership of Furia's shares of Common Stock held by directors and
officers of Furia, and by each person known to Furia to be a beneficial owner of
five percent (5%) or more of its outstanding Common Stock as of June 30,
2005.

Name and Address of
Number of
Percent of Class (1)Beneficial Owner
SharesMichael D. Alexander
75,154,780 (1)
78.1%2233 Ridge Road, Suite 102Rockwall, Texas 75087All directors and officers as
75,154,780 (1)
78.1%a group (one person)




------------------

(1) Includes 50,000,000 shares of common stock that Mr. Alexander
has the right to acquire under the terms of the purchase agreement between Furia
and Fronthaul, Inc.

13




ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

On August 26, 2004, Furia acquired 100% of the issued and outstanding, from
Michael D. Alexander, the currect director and Chief Executive Officer of Furia.
As consideration for this acquisition, Furia issued 20,000,000 shares of its
Common Stock and 500,000 shares of its convertible Preferred Stock.

During March 2005, Furia issued
5,154,780 restricted shares of its Common Stock to Michael D. Alexander, the
director and Chief Executive Officer of Furia, consistent with the terms of his
employment agreement with Furia which provides that his stock ownership of Furia
will not be less than 60% of the total issued and outstanding Common Stock of
Furia.

ITEM 13. EXHIBITS AND REPORTS ON FORM
8-K

(a)
Reports on Form 8-K1.
Furia filed a Form 8-K current report (Item 5.02) on June 16,
2005, concerning Mr. Michael Knapp who is no longer an officer of
Furia.2.
Furia filed a Form 8-K current report on (Item 1.01) on October
5, 2005, concerning a material definitive agreement regarding the leasing of
trucks and trailers.(b)
Exhibits




ExhibitNumber
Description of Exhibit3.1
The Certificate of Incorporation of Furia is incorporated herein
by reference to Exhibit 3(A) to the Form 10 registration statement of Furia
effective May 14, 1985 (File No. 2-94266).3.2
A Certificate of Amendment to the Certificate of Incorporation is
incorporated herein by reference to Exhibit 3.2 to the Form 10-KSB annual report
of Furia for its fiscal year ended June 30, 1997.3.3
A Certificate of Amendment to the Articles of Incorporation dated
August 19, 2004, is incorporated herein by reference to Exhibit 3.3 to Furia's
Form 10-QSB/A quarterly report for the period ended September 30, 2004, filed on
April 14, 2005.3.4
Bylaws are incorporated herein by reference to Exhibit 3(b) to
the Form 10 registration statement of Furia effective May 14, 1985 (File No.
2-94266).




10.
Material Contracts10.1
Contract between Michael D. Alexander and The Furia Organization,
Inc. dated August 28, 2004, is incorporated herein by reference to Exhibit 10.1
to Furia's Form 10-QSB quarterly report for the period ended March 31,
2005.10.2
Stock Purchase Agreement for the acquisition of Fronthaul, Inc.
dated August 26, 2004, is incorporated herein by reference to Exhibit 10.1 to
the Form 8-K current report (Item 2.01) of Furia filed on September 1,
2004.10.3
Stock Purchase Agreement for the acquisition of Loadsource, Inc.,
dated September 1, 2004, is incorporated herein by reference to Exhibit 10.1 to
Furia's Form 10-QSB/A quarterly report for the period ended September 30, 2004,
filed on April 5, 2005.10.4
Independent Contractor Agreement dated August 28, 2004, with
Michael Alexander is hereby incorporated herein by reference to Exhibit 10.1 to
the Form 10-QSB quarterly report of Furia for the period ended March 31,
2005.10.5
2005 Stock Option, SAR and Stock Bonus Consultant Plan is hereby
incorporated herein by reference to Exhibit 10.1 to the Form S-8 registration
statement of Furia (SEC File No. 333-127789) filed on August 23,
2005.10.6          Motor Carrier Carriage Contract between Coors
Brewing Company and Loadsource Logistics, L.L.C. dated May 26, 2005.10.7          Motor Carrier Transportation Agreement between
Swift & Company, Inc. and Loadsource Logistics, L.L.C.10.8
Master Vehicle Lease Agreement with Central States Leasing, Inc.
effective September 28, 2005, is incorporated hereby reference to Exhibit 10.1
to the Form 8-K current report of Furia filed on October 5, 2005.16.1
Letter on change in certifying accountant from Harvey Weingard,
C.P.A. to Lawrence Scharfman & Co., C.P.A., P.C. is incorporated herein by
reference to Exhibit 16 to the Form 8-K current report of Furia filed on March
17, 2005.23.1
Subsidiaries of Furia




14




ITEM 14. CONTROLS AND
PROCEDURES

Evaluation of Disclosure Controls and Procedures. Furia's
Chief Executive Officer and principal financial officer, after evaluating the
effectiveness of Furia's disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rule 13a-14(c)and 15d-14(c) as of a date within
90 days of the filing date of this report on Form 10-KSB for its fiscal year
ended June 30, 2005, concluded that as of Evaluation Date, Furia's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to Furia and Furia's consolidated subsidiaries would be
made known to him by others within those entities, particularly during the
period in which this annual report on Form 10-KSB was being prepared.

Changes in Internal Controls. There were no significant
changes in Furia's internal controls or in other factors that could
significantly affect Furia's disclosure controls and procedures subsequent to
the Evaluation Date, nor any significant deficiencies or material weaknesses in
such disclosure controls and procedures requiring corrective actions. As a
result, no corrective actions were taken.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

Fees paid to principal independent public accounting firms of
Furia are as follows:

Audit
Tax
All_____________________________
Audit Fees
Related Fees
Fees
Other FeesLawrence Scharfman, & Co.,
$55,000
$ 0
$ 0
$ 0C.P.A., P.C.for fiscal year endedJune 30, 2005Lawrence Scharfman, & Co.,
$ 0
$ 0
$ 0
$ 0C.P.A., P.C.for fiscal year endedJune 30, 2004Harvey Weingard, C.P.A.
$13,650
$ 0
$ 0
$ 0for fiscal year endedJune 30, 2004




15




Lawrence Scharfman & Co., CPA P.C.Certified Public
Accountants

18 E. SUNRISE HIGWAY, # 203

9608 HONEY BELL CIRCLEFREEPORT, NY 11520

BOYNTON BEACH, FL 33437TELEPHONE: (516) 771-5900

TELEPHONE: (561) 733~0296FACSIMILE: (516) 771-2598

FACSIMILE: (561) 740-0613




Mr. Michael AlexanderThe Furia Organization, Inc.2233 Ridge Road, Suite
#102Rockwall, TX., 75087

Report of Independent Registered Public Accounting Firm.

We have audited the accompanying consolidated balance sheet of the Furia
Organization, Inc., the ("Company") as of June 30, 2005 and 2004, and the
related statements of operations, stockholders' equity, and cash flows for the
two years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our ,audits in accordance with the standards of the Public Company
Accounting Oversight Board ( United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence Supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the Consolidated financial statements referred to above present
fairly, in all material respects , the financial position of the Company and its
subsidiaries at June 30, 2005 and 2004, and the results of their operations and
its cash, flows for the years then ended in conformity with U. S. generally
accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company's 2005
Consolidated Statement of Income previously reported net loss of $545,786 should
have been net loss of $285,031.  This discovery was made subsequent to the
issuance of the financial statements.  The financial statements have been
restated to reflect this correction.

/s/Lawrence Scharfman C.P.A.Lawrence Scharfman C. P. A.Boynton Beach,
FI.

October 10, 2005, except as to the restatement discussed in Note 1 to the
consolidated financial statements which is as of January 11, 2006.

Licensed in Florida & New York

16


The Furia Organization Inc.Consolidated Balance
Sheet

June 30, 2005 and 2004




ASSETS
2005
2004







Current assets:


Cash and cash equivalents
$ 117,779
$
0Accounts receivable - trade
25,675
0Loans to officers
5,000
0Accounts receivable - employee
1,717
0Total current assets
150,171
0Furniture, fixtures and equipment, net
246,477
0


Other assets


Loadboard System
311,580
0Deposits
1,863
0Total
other assets
313,443
0Total Assets
$  710,091
$              0


LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)Current liabilities:Accounts payable
$    23,589
$
0Loans payable
121,655
0Accrued professional fees
37,000
0Total current
liabilities
182,244
0Long term leases
60,092
0Stockholders' equity (deficit):Preferred stock, $0.0001 par value, 5,000,000 shares
authorized,500,000 outstanding  at
June 30, 2005
50
0Common stock, $0.0001 par value, 200,000,000 shares
authorized,43,714,209 issued and
outstanding at June 30, 2004
4,371Common stock, $0.001 par value, 200,000,000 shares
authorized,46,222,721 issued and
outstanding at June 30, 2005
46,223
0Additional paid-in capital after effect of reverse stock
split
1,018,093
6,442,588Accumulated deficit
(  596,611)
(6,446,959)Total
stockholders' equity (deficit)
467,755
0$   710,091
$
0


17




The Furia Organization,
Inc.Consolidated Statements of
OperationsFor the years ended June 30, 2005 and
2004





Inception(June 26,2004)through June 30, 2005
2005
2004===============
=======
======




Sales revenues
$548,858
$548,858
$  0Cost of operations
115,293
115,293
0Gross profit
433,565
433,565
0




Operating expenses:Selling, general and administrative
1,058,781
1,058,781
0Depreciation
25,533
25,533
0Total operating expenses
1,084,314
1,084,314
0(Loss) from operations
(  650,749)
( 650,749)
0




Other income (expense)Interest and finance costs (net)
365,718
365,718
0(Loss) before income taxes
(  285,031)
( 285,031)
0Provision for income taxes
0
0
0Net (loss)
$  (285,031)
$(285,031)
$  0




Earnings per share:Net loss)
$
(0.006)
$  ( 0.006)
$  0Weighted average number of commonshares outstanding
46,222,721
46,222,721
8,742,842






See
notes to financial
statements.

18






The Furia Organization,
Inc.Consolidated Statements of Capital
DeficitFor the years ended June  30, 2005 and
2004

Additional

TotalPreferred
Stock
Common
Stock
Paid in
Accumulated
CapitalShares
Amount
Shares
Amount
Capital
Deficit
DeficitBalance, June 30, 2004
--
-0-
43,714,209
$4,371
$6,442,588
$(6,446,959)
$   0Reverse split
(34,971,367)
4,371
(  4,371)

0Issuance of preferred forAcquistion
500,000
$50




50Issuance of common for Acquisition
20,000,000
20,000


20,000Issuance of common for Sales
17,479,879
17,481
1,434,040

1,451,521Net loss for year ended June 30, 2005
(545,786 )
(545,786)Prior period adjustments
(670,697)
(670,697)Balance at June 30, 2005before restatement
500,000
$50
46,222,721
$46,223
7,872,257
(7,663,442)
255,088Effect of restatement




(6,854,164)
7,066,831
212,667-------
---
---------
------
---------
---------
-------Balance at June 30, 2005after restatement
500,000
$50
46,222,721
$46,223
$1,018,093
$(596,611)
$467,755




See notes to financial
statements.

19


The Furia Organization,
Inc.Consolidated Statements of Cash
FlowsFor the years ended June 30, 2005 and 2004

2005
2004=======
======Operating activities:Net (loss)
$  (285,031)
$ 0Adjustments to reconcile net (loss) tocash provided (used) by
operating activities:Depreciation and
amortization
25,533
0Net change in assets and liabilities:Accounts receivable -trade
(25,675)
0Accounts receivable - officer
( 5,000)
0Accounts receivable - employee
( 1,717)
0Deposits
( 1,863)
0Accounts payable
23,589
0Accrued expenses
37,000
0--------
---Net cash provided (used) by operating
activities
( 233,164)
0--------
---




Investing Activities:Purchase of equipment
( 272,010)
0Investment in Loadsource system
( 311,580)
0-------
---Total investing activities
( 583,590)
0--------
---Financing activities:Proceeds from common stock sales
1,471,321
0Preferred stock
50
0Proceeds from loans
121,655
0Proceeds from leases
60,092
0Prior period adjustments
( 718,585)
0--------
---Total financing activities
934,533
0--------
---




Net increase (decrease) in cash
117,779
0Cash, beginning of period
0
0--------
---Cash, end of period
$117,779
$  0========
===Supplemental disclosure of cash flow information:Cash paid during the year for:Interest
$
0
$  0Income taxes
$
0
$  0Non cash transactions:Preferred stock issued for
acquisition
$
50
$  0Common stock issued for
acquisitions
$   25,150
$  0




See
notes to financial
statements.

20




THE FURIA ORGANIZATION, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTS JUNE 30, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We have restated the consolidated balance sheet at June 30, 2005 and statements
of operations, stockholders' equity and cash flows for the year ended June 30,
2005 and the footnotes to the June 30, 2005 financial statements..  The
restatement corrects entries to accounts receivable, goodwill and general and
administrative expenses.  The impact of the restatement reduced the net loss by
$260,755 and reduced the loss per shares from $.015 to $.006 for the year ended
June 30, 2005.   The Company's total assets increased by $212,667
and stockholders' equity increased by $212,667.

NOTE 2 - GOING CONCERN AND MANAGEMENT'S PLANS

The accompanying consolidated financial statements were prepared using generally
accepted accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash and has incurred
losses totaling $285,031 since its reorganization.  These factors raise
substantial doubts about the Company's ability to continue as a going concern.
Management anticipates raising additional funds and expects to achieve a
profitable level of operations in the near future.  The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

21


THE FURIA ORGANIZATION, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTS JUNE 30, 2005

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Principles of Consolidation - The condensed consolidated financial
statements include the accounts of Fronthaul, Inc., Loadsource Logistics, LLC,
and Fronthaul Intermodal, LLC. All significant intercompany balances and
transactions have been eliminated in consolidation.

Accounting Method -The Company records income and expenses on the
accrual method.

Use of Estimates - The preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Property and equipment are recorded
at cost. The costs of additions, leasehold improvements, and betterments are
capitalized and expenditures for repairs and maintenance are expensed in the
period incurred. When items of property and equipment are sold or retired, the
related costs and accumulated depreciation are removed from the accounts and any
gain or loss is included in income.

Cash and cash equivalents - Cash and cash equivalents consist primarily
of cash on deposit, certificates of deposit, money market accounts, and
investment grade commercial paper that are readily convertible into cash and
purchased with original maturities of three months or less.

Accounts receivable - The Company provides an allowance for doubtful
accounts equal to the estimated uncollectible amounts. The Company's estimate is
based on historical collection experience and a review of the current status of
trade accounts receivable. It is reasonably possible that the Company's estimate
of the allowance for doubtful accounts will change. Accounts receivable are
presented net of an allowance for doubtful accounts.  There was no provision for
doubtful accounts at June 30, 2005.

Property and Equipment - Property and equipment are recorded at cost.
Depreciation is provided over the estimated useful lives of the related assets
using the straight-line method over lives of three to seven years.  Repairs and
maintenance are expensed as incurred.  Expenditures that increase the value or
production capacity of assets are capitalized.  When property and equipment are
retired, sold, or otherwise disposed of, the asset's carrying amount and related
accumulated depreciation are removed from the accounts and any gain or loss is
included in operations.

The Company reviews the carrying value of property and equipment for impairment
whenever events and circumstances indicate that the carrying value of an asset
may not be recoverable from the estimated future cash flows expected to result
from its use and eventual disposition. In cases where undiscounted expected
future cash flows are less than the carrying value, an impairment loss is
recognized equal to an amount by which the carrying value exceeds the fair value
of assets. The factors considered by management in performing this assessment
include current operating results, trends, and prospects, as well as the effects
of obsolescence, demand, competition, and other economic factors.

Software - The Company will begin amortizing the cost of its proprietary
software over a period of sixty months once the software becomes fully
operational. The Company evaluates the recoverability of identifiable intangible
assets on an annual basis. The Company measures the carrying amount of the asset
against the estimated undiscounted future cash flows associated with it. Should
the sum of the expected future net cash flows be less than the carrying value of
the asset being evaluated, an impairment loss would be recognized. The
evaluation of asset impairment requires the Company to make assumptions about
future cash flows over the life of the asset being evaluated. These assumptions
require significant judgment and actual results may differ from assumed and
estimated amounts.   The Company had not recognized any impairment losses on its
software of as June 30, 2005.

Revenue Recognition - Revenues from trucking services are recognized at
the time the services are performed.



Income Taxes - Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets, including tax loss and credit
carryforwards, and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. Deferred income tax expense represents the

22




THE FURIA ORGANIZATION, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTS JUNE 30, 2005

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

change during the period in the deferred tax assets and deferred tax
liabilities. The components of the deferred tax assets and liabilities are
individually classified as current and non-current based on their
characteristics. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  At June 30, 2005 the
Company has a deferred tax asset of approximately $265,000 arising from net
operation losses, all of which are fully reserved for financial reporting
purposes.

Loss or Gain Per Share - Basic net loss or gain per common share has been
computed based on the weighted average number of shares of common stock
outstanding during the periods presented. Convertible preferred stock discussed
in the notes to the consolidated financial statements were not included in the
calculation of the diluted loss per share because their inclusion would have had
the effect of decreasing the loss per share otherwise computed.

Comprehensive Income - Comprehensive income (loss) and net income (loss)
are the same for the Company.

Fair Value of Financial Instruments - The condensed consolidated
financial statements include various estimated fair value information at June
30, 2005, as required by Statement of Financial Accounting Standards 107,
"Disclosures about Fair Value of Financial Instruments." Such information, which
pertains to the Company's financial instruments, is based on the requirements
set forth in that Statement and does not purport to represent the aggregate net
fair value to the Company.

Concentration of Credit Risk - Two major customers account for
approximately 80% of the Company's sales revenues.

Advertising Costs - The Company expenses non-direct advertising costs as
incurred.  The Company did not incur any direct response advertising costs for
the periods ended September     30, 2005 and 2004.

Stock Based Compensation -The Company accounts for equity instruments
issued to employees for services based on the fair value of the equity
instruments issued and accounts for equity instruments issued to other than
employees based on the fair value of the

consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.  The determined value is recognized as an expense in
the accompanying consolidated statements of operations.

Recently Issued Accounting Standards - In November 2004, the FASB issued
SFAS No. 151 "Inventory Costs - an amendment of ARB No. 43, Chapter 4".
Statement No. 151 requires that certain abnormal costs associated with the
manufacturing, freight, and handling costs associated with inventory be charged
to current operations in the period in which they are incurred. The adoption of
SFAS 151 had no impact on the Company's financial position, results of
operations, or cash flows.

In December 2004, the FASB issued SFAS No. 153 "Exchanges of Non-monetary
Assets-amendment of APB Opinion No. 29". Statement 153 eliminates the exception
to fair value for exchanges of similar productive assets and replaces it with a
general exception for exchange transactions that do not have commercial
substance, defined as transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. This statement is
effective for exchanges of non-monetary assets occurring after June 15, 2005.
The adoption of SFAS 153 had no impact on the Company's financial position,
results of operations, or cash flows.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment".  SFAS
No. 123R is a revision of SFAS No. 123, "Accounting for Stock Based
Compensation", and supersedes APB 25.  Among other items, SFAS 123R eliminates
the use of APB 25 and the intrinsic value method of accounting, and requires
companies to recognize the cost of employee services received in exchange for
awards of equity instruments, based on the grant date fair value of those
awards, in the financial statements.  The effective date of SFAS 123R is the
first reporting period beginning after June 15, 2005, which is the Company's
fourth quarter 2005, although early adoption is allowed.  The Company does not
expect this statement to have a material effect on its reporting.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3."
Statement 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change.  The statement is effective for accounting changes and corrections of
errors made in fiscal years beginning after December 15, 2005.  The Company does
not expect this statement to have a material effect on its
reporting.

23




THE FURIA ORGANIZATION, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTS JUNE 30, 2005

NOTE 4 - LOAN RECEIVABLE

As of June 30, 2005, the Company had a loan receivable from an officer of the
Company in the amount of $5,000.   The note was non-interest bearing and was
paid in full subsequent to year end.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment as of June 30, 2005 consisted of the following:

Telephone equipment
$      60,334Office furniture and equipment
117,252Security equipment
30,875Trucks and trailers
63,549$    272,010(25,533)Net property and equipment
$     246,477




NOTE 6 - LOAN PAYABLE

Loan payable consists of a non-interest bearing, short-term loan outstanding for
$121,655.  The loan is for the purchase of Loadsource, Inc. and is secured by
software.

NOTE 7 - OPERATING LEASES

The Company leases automobiles and office facilities for various terms under
long-term, non-cancelable operating lease agreements. The leases expire at
various dates through 2009. In the normal course of business, it is expected
that these leases will be renewed or replaced by leases on other
properties.

NOTE 8 - NET LOSS PER SHARE

Basic and diluted earnings per share (EPS) are calculated in accordance with
FASB Statement No. 128, Earnings per Share. For the year ended June 30, 2005,
the net loss per share applicable to common stock has been computed by dividing
the net loss by the weighted average number of common shares outstanding.

Net (Loss)
$       (285,031)Weighted average common shares outstanding -    Basic and
diluted
46,222,721Net loss per common share - basic and diluted
$                   (.06)




250,000 shares of preferred stock which whose conditions for conversion into
common stock and 250,000 shares of contingently convertible preferred stock were
not included in the computation of diluted earnings per share because the effect
of including these shares would have been anti-dilutive.

24


THE FURIA ORGANIZATION, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTSJUNE 30, 2005

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company's majority shareholder, Chairman and Chief Executive Office Michael
Alexander acquired his position in the Company as the result of the acquisition
of Fronthaul, Inc. as described in Note 14 below.

On August 26, 2004, Furia acquired 100% of the issued and outstanding, from
Michael D. Alexander, the currect director and Chief Executive Officer of Furia.
As consideration for this acquisition, Furia issued 20,000,000 shares of its
Common Stock and 500,000 shares of its convertible Preferred Stock.

During March 2005, Furia issued 5,154,780 restricted shares of its Common Stock
to Michael D. Alexander, the director and Chief Executive Officer of Furia,
consistent with the terms of his employment agreement with Furia which provides
that his stock ownership of Furia wil not be less than 60% of the total issued
and outstanding Common Stock of Furia.

NOTE 10 - INCOME TAX



NOTE 11 - CAPITAL STOCK

The Company has authorized 200,000,000 common shares with a par value of  $0.001
per share.  Each common share entitles the holder to one vote, in person or
proxy, on any matter on which action of the stockholders of the corporation is
sought.

On July 2, 2004, stockholders owning approximately 79% of the issued and
outstanding Common Stock of the Company, signed written consents, approving an
Amendment to the Certificate of Incorporation of the Company which reverse split
its outstanding Common Shares one-for-five and changed the number of shares of
common stock the Company is authorized to issue to 200,000,000, par value of
$.001. The reverse split became effective on August 17, 2004.

On August 26, 2004, Furia completed the acquisition of Fronthaul, Inc., a
privately held Nevada corporation ("Fronthaul"). Furia entered into a definitive
acquisition agreement with Fronthaul and its principal shareholders to acquire
all of the capital stock of Fronthaul in exchange for the issuance of common and
preferred stock of Furia. As a result of the transaction, Fronthaul became a
wholly-owned subsidiary of Furia. Fronthaul was incorporated on June 9, 2004.
Fronthaul is an Internet-based, business-to-business information exchange, which
provides a centralized database of freight load information accessible by any
enabled wireless device or through the Internet. Its objective is to integrate
the existing freight industry players with wireless and Internet technologies,
creating a dynamic real-time communication exchange for the transportation
industry. At the closing, an aggregate of 20,000,000 shares of Furia's Common
Stock and 500,000 shares of its Preferred Stock were authorized for issuance to
the shareholders of Fronthaul. The Common Stock issued to the shareholders of
Fronthaul represented 69.6% of the 28,742,842 shares of its then outstanding
post-closing Common Stock

25




THE FURIA ORGANIZATION, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTSJUNE 30, 2005

NOTE 11 - CAPITAL STOCK - continued

For the year ending June 30, 2005, additional 17,479,879 shares of common stock
were issued resulting in additional paid-in capital of $1,434,040. This resulted
in a total of 46,222,721 shares outstanding with a par value of $ 46,223.

NOTE 12 - PREFERRED STOCK

The Articles of Incorporation of the Company  authorize issuance of a maximum of
5,000,000 shares of nonvoting preferred stock with a par value of $0.001 per
share.  The Articles of Incorporation grant the Board of Directors of the
Company authority to determine the designations, preferences, and relative
participating, optional or other special rights of any preferred stock
issued.No preferred shares had been issued as of June 30, 2004.



Based on the Company's revenues as of June 30, 2005, 50% of the Company's
outstanding preferred shares, or 250,000 shares, were convertible into the
Company's common stock at a rate of 100 common shares per preferred share.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Facilities Space Lease

The Company entered into a lease for office space on in August 2004 located at
2233 Ridge Road, Rockwall, Texas 75087, Unit 102, Building B for a period of 12
months, with a right to renew for three additional 12 month periods. The annual
rent is $ 31,986, and the building common charges are $ 668 per month.   For the
year ended June 30, 2005 the amount expensed for this office space lease was
$11,024.

Future lease payments due during the years ended June 30, 2006, 2007 and 2008 is
$40,000 per year, assuming that the lease is renewed each year.



The Company leased a 2005 Cadillac from GMAC, Inc. for a term of 48 months.  The
initial payment was $ 2,000 and the 47 remaining monthly payments are $ 931.48.
The Company has the option of acquiring the vehicle at the end of the term for $
27,289.

Employment Agreements



Mr. Mike Alexander is employed pursuant to a five-year employment agreement that
commenced on August 28, 2004.  The agreement provides for a base annual a salary
of $150,000 per year and a bonus of 20% to 50% per year as determined by the
Board of Directors based upon the performance of Furia, and the use of a
vehicle. The agreement also provides that the number of shares of Common Stock
of Furia shall never be less than sixty percent (60%) of the total issued and
outstanding Common Stock at any time. The agreement also provides for his
indemnification against any and all claims and demands, including court costs
and reasonable attorneys' fees that may arise out of his services to Furia. The
agreement is cancelable by Furia upon 60 days written notice.

26


NOTE 14 - ACQUISITIONS

Fronthaul, Inc.

On August 26, 2004, the Company completed the acquisition of Fronthaul, Inc., a
privately held Nevada corporation ("Fronthaul"). The Company entered into a
definitive acquisition agreement with Fronthaul and its principal shareholders
to acquire all of the capital stock of Fronthaul in exchange for the issuance of
common and preferred stock of the Company. As a result of the transaction,

Fronthaul became a wholly-owned subsidiary of the Company. Fronthaul was
incorporated on June 9, 2004. Fronthaul is an Internet-based,
business-to-business information exchange, which provides a centralized database
of freight load information accessible by any enabled wireless device or through
the Internet. Its objective is to integrate the existing freight industry
players with wireless and Internet technologies, creating a dynamic real-time
communication exchange for the transportation industry. At the closing, an
aggregate of 20,000,000 shares of the Company's common stock and 500,000 shares
of its preferred stock were authorized for issuance to the shareholders of
Fronthaul. The Common Stock issued to the shareholders of Fronthaul represented
69.6% of the 28,742,842 shares of its then outstanding post-closing Common
Stock. The Preferred Stock issued to the Fronthaul shareholders is convertible,
at the option of the holders, into shares of Furia's Common Stock at the rate of
100 shares of Common Stock for each share of Preferred Stock. Such right of
conversion is based upon the following formula:

1)
If the Company earns revenues of at least $250,000 within twelve (12) months
from the date of acquisition, an aggregate of 25% of the Preferred Stock may be
converted;2)
If the Company earns revenues of at least $500,000 within twelve (12) months
from the date of acquisition, an aggregate of 50% of the Preferred Stock may be
converted.3)
If the Company earns revenues of $750,000 or more within twelve (12) months from
the date of acquisition, 100% of the Preferred Stock may be converted.




On the one year anniversary from the date of acquisition ("Anniversary Date"),
should the Company  fail to achieve any or all of the revenue thresholds, the
Company shall redeem the unconverted Preferred Stock at a price of $.50 per
share. Should the Company fail to redeem any or all of the unconverted Preferred
Stock within 30 days from the Anniversary Date, then the shareholder, without
regard to the revenue requirements set forth above may, at any time thereafter,
convert the Preferred Stock to Common Stock as described above.

On September 1, 2004, the Company completed the acquisition of Loadsource, Inc.,
a privately held Tennessee corporation ("Loadsource"). Furia entered into a
definitive acquisition agreement with Loadsource and its principal shareholders
to acquire all of the issued and outstanding capital shares of Loadsource for
the aggregate sum of $311,580. The capital shares of Loadsource have been
transferred to Furia and the transaction to become consummated at the completion
of financing or a suitable conclusion for all parties.

NOTE 15 - STOCK BONUS PLAN



27




Signatures

In accordance with Section 13 or 15(d) of the Securities and
Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

January 12, 2006

THE FURIA ORGANIZATION, INC.

By: /s/ Michael D. Alexander

________________________________

Michael D. Alexander, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities indicated on January 11, 2006.

By:  /s/ Michael D. Alexander
Title:Chairman of the Board
Date: January 12, 2006---------------------Michael D.
AlexanderBy:  /s/ Michael D. Alexander
Title:Chief Executive Officer
Date: January 12, 2006---------------------
and DirectorMichael D.
Alexander




28




INDEX OF EXHIBITS ATTACHED

Exhibit Description




10.8
Motor Carrier Carriage Contract between Coors Brewing Company and
Loadsource Logistics, L.L.C. dated May 26, 2005.10.9
Motor Carrier Transportation Agreement between Swift &
Company, Inc. and Loadsource Logistics, L.L.C.21
Description of Subsidiaries23.1
Consent of Lawrence Scharfman & Co., C.P.A., P.C.31.1
Certification of Michael D. Alexander31.2
Certification of Michael D. Alexander




29






EXHIBIT 21

Subsidiaries of The Furia Organization, Inc.

The following companies are wholly-owned subsidiaries of The
Furia Organization, Inc.:

Subsidiary
Jurisdiction of Organization
Type of OrganizationFronthaul, Inc.
Nevada
corporationLoadsource, Inc.
Tennessee
corporationLoadsource Logistics,
Nevada
limited liability companyFronthaul Intermodal, L.L.C.
Nevada
limited liability company




30






EXHIBIT
23.1

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We hereby consent to the use in Form 10-KSB of our report dated
October 10, 2005, except as to the restatement discussed in Note 1 to the
consolidated financial statements which is as of  January 11, 2006  relating to
the consolidated financial statements of The Furia Organization, Inc. for its
fiscal year ended June 30, 2005, which is incorporated by reference
therein.

January 11, 2006

/s/Lawrence Scharfman & Co., C.P.A.,
P.C.

Lawrence Scharfman & Co., C.P.A.,
P.C.

31






EXHIBIT 21

Subsidiaries of The Furia Organization, Inc.

The following companies are wholly-owned subsidiaries of The
Furia Organization, Inc.:

Subsidiary
Jurisdiction of Organization
Type of OrganizationFronthaul, Inc.
Nevada
corporationLoadsource, Inc.
Tennessee
corporationLoadsource Logistics,
Nevada
limited liability companyFronthaul Intermodal, L.L.C.
Nevada
limited liability company




32




EXHIBIT
31.01

CERTIFICATION

I, Michael D. Alexander, certify that:

1.
I have reviewed this annual report on Form 10-KSB/A  of The Furia
Organization, Inc. for the fiscal year ended June 30, 2005;2.
Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;3.
Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual
report;4.
The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and havea)
designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;b)
evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); andc)
presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;5.
The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):a)
all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls;
andb)
any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and6.
The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.




Date: January 12, 2006

By:/s/ Michael D. AlexanderMichael D. AlexanderChief Executive Officer




33




EXHIBIT
32.01

CERTIFICATION PURSUANT TO 18 U.S.C. §1350 AS
ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002

In connection with the annual report on
Form 10-KSB/A of The Furia Organization, Inc. (the "Company") for the fiscal
year ended June 30, 2005, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), the undersigned Chief Executive Officer and
principal financial and accounting officer of the Company hereby certifies,
pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and



2. The information contained in the Report
fairly presents, in all material respects the financial condition and results of
operations of the Company.

Dated: January 12, 2006

By:/s/ Michael D. AlexanderMichael D. AlexanderChief Executive OfficerChief Accounting OfficerAnd Principal Financial Officer




34


Exhibit 10.8



This Motor Carrier Transportation Agreement ("Agreement") is entered into
as of this 28thday
of February, 2005 by and between Swift & Company, Inc., a Delaware
Corporation, with principal offices located at 1770 Promontory Circle, Greeley,
Colorado 80634 ("Shipper") and the following named carrier
("Carrier"):

Name:     LOAD SOURCE LOGISTICS

Address:     2233 RIDGE ROAD STE 102

City, St, Zip     ROCKWALL, TX 75087

Tel. No.:     972 722 9999

Fax No.:     972 722 9998

Contact Person:     MICHAEL KNAPP

Title:

E-mail:

NMFTA SCAC:     1063

R E C I T A L S

A.     Shipper, through its operating divisions and subsidiaries,
desires to utilize the services of Carrier to transport certain of its goods
("Shipments") in accordance with its needs as described in this
Agreement.

B.     Carrier is fit, willing, and able to provide motor carrier
transportation as required to fulfill the needs of Shipper described in this
Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and understandings of
the parties and on the conditions hereunder expressed, the parties hereby
mutually covenant and agree as follows:

TERMS AND CONDITIONS

Term and Termination. This Agreement shall become effective on the date first
written above, shall remain in full effect for one (1) year from its effective
date, and shall be automatically renewed from year to year thereafter; provided,
that either party may terminate this Agreement at any time upon thirty (30)
days' written notice to the other party. Notwithstanding the foregoing, Shipper
may terminate this Agreement immediately upon written notice to Carrier in any
of the following events:

Carrier loses any authority lawfully required by any governmental agency
(whether foreign, Federal, State or local) to perform its obligations under this
Agreement;Carrier receives written notice from Shipper of a specific defect in
authority necessary to perform Carrier's obligations under this
Agreement;Carrier breaches any covenant, obligations, condition or requirement
imposed upon it by this Agreement, and such breach continues for a period of
five (5) days after written notice thereof to Carrier;Shipper becomes, for any
reason, insecure about Carrier's financial condition; orCarrier does not
maintain any of the insurance coverages or provide certificates of insurance
specified in Appendix E, or any such insurance is cancelled, materially
changed or not renewed for any reason.Carrier fails to comply in any material
respect with applicable federal, state and local laws in performing its duties
under this Agreement.

35




Authorizations.

Carrier represents and warrants to Shipper that it is a motor carrier in
interstate, intrastate, or foreign commerce registered with the U.S. Department
of Transportation ("DOT") pursuant to 49 U.S.C. §13902 in Docket Number MC-
and sub numbers thereunder, is fully authorized to transport Shipper's goods by
motor vehicle between all points covered by this Agreement, and its operations
are in compliance with all aspects of all applicable foreign, Federal, State and
local laws. True, correct and complete copies of the documents evidencing
Carrier's currently effective registration with DOT are attached hereto as
Appendix A.To the extent that this Agreement provides for extra-provincial
contract carrier service to, from or through any Canadian Province and/or
Mexican state that requires Carrier to obtain a document evidencing that it is
authorized and qualified to provide such service, true, correct and complete
copies of such documents are attached as Appendix B.To the extent that this
Agreement provides for intrastate or intraprovincial contract carrier service in
any State or Province that requires Carrier to obtain a document evidencing that
it is authorized and qualified to provide such service, true, correct and
complete copies of such documents are attached hereto as
Appendix C.Shipments. In its sole and absolute discretion, Shipper shall
tender Shipments to Carrier as Shipper's needs require for transportation by
Carrier between points within the United States or within, to or from Canada and
Mexico. Notwithstanding anything contrary in this Agreement, Shipper shall not
be required to tender any Shipment to Carrier. Each Shipment accepted for
transportation shall move pursuant to a Uniform Bill of Lading or such other
document specified by Shipper or required by law; provided that, if there shall
be a conflict between the terms of any such Bill of Lading or other document and
the terms of this Agreement, the terms of this Agreement shall control. All
Shipments shall be subject to stop-off for loading or unloading and no
additional charge shall be assessed by Carrier for a stop-off privilege except
as set forth in this Agreement.

Service To Be Performed.

During the term of this Agreement, Carrier agrees to accept and transport
pursuant to the terms of this Agreement all Shipments tendered to it by Shipper.
For purposes of this Agreement, Carrier will deem Shipments to be that of
Shipper and subject to the scope of this Agreement when tendered by or in the
name of (i) Shipper, (ii) third parties for delivery to facilities of Shipper,
or (iii) third parties when Shipments are made from the premises (plant or
warehouse) of, or utilized by, Shipper and freight charges for such Shipments
are billed to Shipper. Shipments transported under the terms of this Agreement
may be billed prepaid, collect (inbound only) or third party wherein the billed
party is identified as Shipper, as specified by Shipper. Wherever used in this
Agreement, the term "Shipper" shall be construed to include all of Shipper's
operating divisions and subsidiaries.All transportation performed within, to or
from the United States by Carrier for Shipper during the term of this Agreement
shall be deemed to be contract carriage performed pursuant to 49 U.S.C.
§14101 and Carrier's contract carrier authority. Shipper and Carrier
expressly waive any rights or remedies under 49 U.S.C. Subtitle IV, Part B to
the extent that they are inconsistent with the provisions of this Agreement.
Notwithstanding anything to the contrary in this Agreement, in no event shall
any transportation performed by Carrier for Shipper pursuant to this Agreement
be deemed to be common carriage.All transportation performed by Carrier for
Shipper within, to or from Canada or Mexico during the term of this Agreement
shall be performed pursuant to the operating authority required to be held by
the Carrier under applicable foreign, Federal, Provincial, State and local
law.Carrier agrees, upon receipt of each Shipment from Shipper or third parties
specified in Section 4(a)(ii) and (iii) to give Shipper or such third persons a
written receipt for the Shipment signed by Carrier or Carrier's agent. The
receipt shall be prima facie evidence of the receipt of the Shipment by Carrier
in good order and condition, unless otherwise noted on the face of the receipt.
Carrier further agrees to transport the Shipment without delay and deliver such
property in like good order and condition to the consignee at destination with
reasonable dispatch. Carrier shall obtain signed receipts from consignee or
other appropriate persons designated by Shipper upon delivery. Suchreceipts
shall show the actual time of delivery of the Shipment. Carrier assumes full
responsibility and is liable to Shipper and/or consignee as their respective
interests may appear for any and all loss of or damage to tendered Shipments
while in Carrier's possession or control or resulting from Carrier's performance
of, or failure to perform, its obligations under this Agreement. If Carrier
believes that it will be unable to complete with reasonable dispatch and without
loss of, or damage to, any Shipment, any service which it has agreed to perform
under the terms of this Agreement, Carrier shall immediately notify Shipper.
Upon such notification Shipper shall have the right to direct Carrier to turn
over the Shipment to a carrier designated by Shipper for completion of
transportation. Delivery of the Shipment to the carrier designated by Shipper
shall relieve Carrier of any further obligations for transportation of the
Shipment and Shipper of any obligation to pay any charges to Carrier with
respect to the Shipment. If Shipper elects to allow Carrier to retain custody of
the Shipment, Carrier shall retain responsibility for delivering the Shipment to
the consignee as soon as reasonably practicable under the circumstances.The
following Appendices and all other Appendices attached hereto and referenced in
this Agreement are hereby incorporated into this Agreement and made a part of
this Agreement for all purposes as if fully set forth in this Agreement:Appendix
D - Fuel Surcharge PolicyAppendix E - Liability and Insurance Coverage
ProvisionsAppendix F -Claims Collection and Resolution ProceduresAppendix G -
Special RulesAppendix H - Special ServicesAppendix I - Lane Rate ListAppendix J
- Specific Price ListAppendix K -Mileage Matrix Price List

All defined or capitalized terms used in any Appendix shall have the same
meaning as assigned in this Agreement. To the extent that any provision of any
Appendix modifies or is inconsistent with any provision contained in this
Agreement the provisions in the Appendix shall take
precedence.

36




Freight Rates and Charges.

Appendix I is the Lane Rate List, which contains per mile and flat rates
for determining point-to-point freight costs. Appendix K is the Mileage
Matrix Price List, which contains a revenue per mile price guide for determining
freight rates from a state or zip code to destinations designated by zip codes.
Appendix J is the Specific Price List, which contains other freight rates
mutually agreed between the parties to this Agreement. In the event of conflict,
freight rates contained in or calculated by reference to Appendix J shall
take precedence over freight rates contained in or calculated by reference to
Appendix I, which shall in turn shall take precedence over freight rates
contained in or calculated by reference to Appendix K. Shipper and Carrier
acknowledge that this Agreement is a form agreement used by Shipper in
contracting for transportation services from numerous carriers, and Shipper and
Carrier may agree not to include Appendix I or Appendix J in this
Agreement. However, the same order of precedence shall apply to such Appendices
as are attached. Notwithstanding anything to the contrary in this Agreement,
Appendix I flat rates only apply to one origin/one destination Shipments.As
used in this Agreement, the term "freight rates" shall refer to line haul
transportation prices determined in accordance with
Appendices I, J or K (as applicable) and the term "freight
charges" shall refer to the total amount to be paid by Shipper to Carrier for
the transportation services provided under this Agreement, including freight
rates plus any ancillary or accessorial charges (such charges as set forth on
Appendix J).The mileage used in determining freight rates under this
Agreement, shall be based on the Rand McNally Household Goods Mileage Guide #18
(and successive issues thereof) when the transportation movement is between
points listed in the Key Point City Index, and on the Rand McNally Milemaker via
shortest route of movement in all other cases.

Amendments To Freight Charges.

In the event that Shipper or Carrier desires to amend any of the lists contained
in Appendices I, J or K, either by addition of new origins or destinations or by
reductions or increases in prices, or to amend any ancillary or accessorial
charges, Shipper and Carrier shall negotiate in good faith in accordance with
the procedures set forth in this Section 6. Amendments to freight charges may be
negotiated between the Director of Transportation of Shipper and the following
representative(s) of Carrier: MICHAEL KNAPP, Title:_____________________ or
_____________________, Title:_____________________. Amendments to freight
charges will be effective from the date mutually agreed to by Shipper and
Carrier and shall remain in effect until such time as the freight charges are
renegotiated.Shipper shall, within seven (7) days of negotiation of an amendment
to a freight rate or charge, send Carrier written notice of such amendment. Such
notice shall indicate in a clear and systematic manner the new rate or charge
and effective date. The amendment shall be effective upon execution by
authorized representative of Shipper and Carrier.Payment Of Freight Charges.
Carrier will present freight bills for freight charges to the freight payables
address specified on the bill of lading or other document provided by Shipper.
Payment by Shipper of all undisputed freight charges shall be made within
fifteen (15) days of receipt of invoices from Carrier. Shipper shall not be
responsible for payment of freight bills tendered to persons other than those
specified by the Shipper. Carrier agrees that upon receipt by it of payment in
accordance with the terms of this Agreement all rights of the Carrier to any
freight charges for transportation of the Shipment shall be automatically and
irrevocably extinguished. Carrier agrees that if any claim is asserted by it or
anyone purporting to act on its behalf or as its successor in interest or
assignee against Shipper for charges in addition to those specified in this
Agreement or against any consignor or consignee of any Shipment for any charges
of any kind, then Carrier or its successor in interest or assignee shall
reimburse Shipper and consignor or consignee for all costs of defending against
any such claim, including reasonable attorneys fees. Carrier agrees that
assignment of any rights under this Agreement or with respect to any claim
relating to transportation of any Shipment will be subject to the provisions of
this Section 7 and that any attempt by Carrier to assign any such right or claim
other than subject to the provisions of this Section 7 will automatically
extinguish any such right or claim. In consideration of Shipper's commitment to
make prompt payment of freight charges, Carrier hereby waives any lien that it
might have on any Shipment. If, notwithstanding this waiver, Carrier or anyone
purporting to act on its behalf or as its successor in interest or assignee
should attempt to assert any such lien, Carrier or such other party shall
reimburse Shipper for its costs, including reasonable attorneys fees, incurred
in obtaining release of the lien. 49 CFR §378, which covers procedures for
overcharges, is hereby incorporated by reference. If any portion of 49 CFR
§378 conflicts with any portion of this Agreement, then the provisions
contained in this Agreement shall take precedence.

37




Equipment.

Carrier shall, at its sole cost and expense, furnish the required number and
types of motor vehicle equipment ("Equipment") required to provide
transportation service requested by Shipper. The Equipment shall be suitable for
Shipper's use and in good operating condition and appearance and in compliance
with all applicable federal, state and local laws and regulations. Carrier shall
also provide, supervise and control all drivers, dispatchers, maintenance and
supplies necessary for the proper operation of the Equipment. Carrier agrees to
use either company-owned equipment or permanently leased equipment to transport
the Shipments. Carrier agrees not to broker Shipments or use trip-lease
equipment with respect to any Shipment without prior approval from Shipper's
logistics department.The Equipment shall be well maintained, clean, empty, water
tight, and insect, rodent and odor free. Carrier agrees that, when transporting
Shipments which contain food products intended for human or animal consumption,
it will not utilize any trailer which has been previously utilized for the
transportation of Hazardous Materials within the meaning of 49 U.S.C. §5102
or Solid Waste within the meaning of 42 U.S.C. §6903 or which otherwise is
not fully suitable for use in the transportation of any Food, Food Additive,
Drug, Cosmetic or Device within the meaning of those terms as used in 21 U.S.C.
§321. Furthermore, the Carrier represents and warrants and will ensure that
all Equipment used in connection with Shipper's Shipments complies with the
Sanitary Food Transportation Act of 1990 and the regulations promulgated
thereunder. Equipment shall be rejected at no cost to Shipper if it does not
pass Shipper's inspection standards or otherwise meet Shipper's requirements.
The acceptance and loading of any Equipment by Shipper shall not constitute a
waiver of any claims by Shipper for (x) damage to any Shipment or (y) any other
breach of this Agreement.Costs And Expenses Of Operation. Carrier shall bear all
of the costs, expenses, and liabilities of providing the services and supplies
required for the operation, maintenance, and repair of Equipment, all labor
costs and expenses and all costs and expenses for the procuring and maintaining
of all insurance, operating authorities, licenses and permits as may be required
for the performance of transportation service under the terms of this
Agreement.

Routing. Carrier has the right to select the actual routes it will follow in
transporting Shipments but, to the extent that mileage rates apply to the
movement, the computation of such rates shall be determined by application of
the shortest available mileage as reflected in the most current edition of the
Rand McNally Household Goods Mileage Guide as provided in Section 5(c).

Load And Count. Shipper reserves the right to load Carrier's Equipment. If
Shipper or any third party specified in Section 4(a)(ii) or (iii) exercises its
option to load Carrier's Equipment, Carrier shall be responsible for verifying
the quantity of the Shipment loaded. Shipments from Shipper's facilities will be
"Shipper Load and Count". Shipments from Shipper's Cold Storage Facilities will
be "Carrier Load and Count".

Standard of Performance. This Agreement provides for performance of
transportation service that is designed to meet the distinct needs of Shipper.
Carrier agrees to use utmost care and diligence as to the prompt and safe
transportation of all freight entrusted to its care by and for the account of
Shipper. Carrier agrees to deliver all shipments tendered to it with reasonable
dispatch, which shall be the number of days necessary to transport the shipment
from origin to destination in compliance with all applicable safety regulations
giving due consideration to weather and road conditions.

Indemnification. Carrier shall protect, indemnify, defend and hold Shipper and
its owned, controlled, affiliated, associated, interrelated and operated
companies, the stockholders, directors, officers, agents, employees and
representatives of each such company, and any third party specified in Section
4(a)(ii) or (iii) (each an "Indemnified Party") harmless, from and against any
and all thefts, damages, liabilities, costs, attorneys' fees, or any other fees,
costs and expenses whatsoever sustained by an Indemnified Party under, arising
out of, or in connection with Carrier's performance of its obligations under
this Agreement.

Force Majeure. Except as otherwise provided in this Agreement, the obligations
of the parties in this Agreement shall be temporarily suspended during any
period(s) in which either of the parties is unable to comply with the
requirements of this Agreement by reason of: the acts of God or the public
enemy; fire; flood; labor disorder; civil commotion; government interference
(excluding, however, any failure by Carrier to comply with all applicable
foreign, Federal, State and local laws); inability of Shipper to purchase,
produce or market sufficient goods for transportation by Carrier; or other
contingencies similar or dissimilar to the foregoing beyond the reasonable
control of the affected party.

Compliance With Foreign, Federal, State, Provincial And Local Laws. All
transportation conducted by Carrier hereunder shall be performed in full
compliance with all applicable foreign, Federal, State, Provincial and local
laws, ordinances, regulations, orders and permits.

Compliance With Safety Practices. When on the premises of Shipper or of any
third party specified in Section 4(a)(ii) and (iii), Carrier, its employees,
subcontractors and agents shall comply with the safety practices and procedures
established for those premises. Any person refusing to comply with such
practices and procedures may be excluded from the premises and the Carrier shall
be responsible for the consequences of such exclusion including, but not limited
to, delays, damage or spoilage of the Shipment.

Severability. In the event that the operation of any portion of this Agreement
results in a violation of any foreign, Federal, State, Provincial or local law,
the parties agree that such portion shall be severable as to service performed
in the jurisdiction in which the operation would result in a violation and that
the remaining provisions of this Agreement shall continue in full force and
effect.

38




Independent Contractor Status. It is the intention of the parties that Carrier
shall be an independent contractor with respect to Shipper, and nothing
contained in this Agreement shall be construed as inconsistent with such status.
Carrier shall have the sole and exclusive (i) control over its employees in
performing the transportation service provided for hereunder and (ii) obligation
to ensure that all Equipment complies with applicable federal, state and local
laws, and Carrier shall have the right to engage and employ such individuals as
it may deem necessary in connection herewith, it being understood and agreed
that said individuals shall be considered employees or agents of Carrier only,
and shall be subject to employment, discharge, discipline and control solely and
exclusively by Carrier.

Taxes And Assessments. Carrier shall have full responsibility for, and shall
pay, all foreign, Federal, State, Provincial and local taxes, assessments,
insurance (including, but not limited to, workers compensation, unemployment
compensation, disability, old age pension and social security insurance) and
other financial obligations arising out of the performance of its obligations
under this Agreement.

Assignment. Carrier may not assign or transfer this Agreement without the prior
written consent of Shipper.

Controlling Law. Interpretation and enforcement of this Agreement shall be
governed by the laws of the State of Colorado.

Notices. Except for routine communications in the course of performance of this
Agreement, which may be transmitted in accordance with any procedures
established by agreement or acquiescence of the parties, all notices under the
terms of this Agreement shall be in writing and delivered by fax, certified mail
or overnight courier. Notices transmitted by fax shall be deemed to be received
as of the date and time of acknowledgment of receipt as reflected in the
sender's fax records maintained in the ordinary course of business. Notices
transmitted by certified mail or overnight courier shall be deemed received as
of the date and time signed for by recipient. Notices shall be addressed as
follows:

If to Shipper:

Director of Transportation Swift & Company, Inc. 1770 Promontory
Circle Greeley, Colorado 80634 Fax: 970-506-8325

If to Carrier:

LOAD SOURCE LOGISTICS 2233 RIDGE ROAD STE 102      ROCKWALL, TX
750879727229998

39




Non-Waiver. The failure of either party to insist upon the performance
of any of the terms, covenants, or conditions of this Agreement or to exercise
any right or privilege herein, or the waiver by either party of any breach of
any of the terms, covenants, or conditions of this Agreement, shall not be
construed as thereafter waiving any such terms, covenants, conditions, rights or
privileges, but the same shall continue and remain in full force and effect as
if no forbearance or waiver had occurred.

Confidentiality. Each party acknowledges that this Agreement, including the
Appendices hereto, and any and all information emanating from the other's
business is considered to be proprietary and confidential, and each party agrees
it will not, during or after the term of this Agreement, permit the duplication,
use or disclosure of such information except as may be required by law. Each
party shall be responsible for any unauthorized disclosure made by any of its
employees, servants or agents and shall take reasonable precautions to prevent
such disclosures. For the purpose of this Agreement, the term "proprietary and
confidential" does not include any: (i) information which, at the time of
disclosure, is generally known by the public; (ii) information disclosed to the
other party by third parties having the right to do so and who have not imposed
upon the party obligations of confidentiality in respect thereof; and (iii)
information which is known to the disclosing party prior to the disclosure other
than as an incident to the performance of this Agreement. Carrier shall be
prohibited from using Shipper's name or the names of Shipper's products or the
existence of the relationship Carrier has with Shipper in any of Carrier's
publicity or promotional efforts, without the prior written consent of
Shipper.

Mutual Cooperation. It is understood by both parties that they must cooperate in
order to insure the best and most economical transportation service. The parties
therefore agree to cooperate with each other in all matters relating to the
services to be rendered by Carrier to Shipper hereunder and the costs
thereof.

Cumulative Remedies. The remedies of Shipper herein provided are cumulative and
shall not affect in any manner any other remedies that Shipper may have by
reason of the default or breach by Carrier of its obligations under this
Agreement.

Third Party Beneficiaries. With the exception of the parties to this Agreement
and the Indemnified Parties, and their respective permitted successors and
assigns, there shall exist no right of any person to claim a beneficial interest
in this Agreement or any rights occurring by virtue of this Agreement.

Entire Agreement; Amendment. This Agreement, together with any Appendices and
Exhibits attached to this Agreement or incorporated by reference in this
Agreement, contains all the terms, agreements, covenants, conditions, and
provisions upon which the parties have agreed and merges and supercedes all
prior agreements, understandings, and representations relating to the subject
matter of this Agreement. This Agreement may not be modified or amended except
by a writing executed by both parties and filed, if required by applicable law,
with the required governmental agency or commission. Amendments to the freight
charges shall be accomplished as provided in Section 6.

[Signature page follows]

IN WITNESS WHEREOF, the parties have set their hands the day and year above
written.

SHIPPER:

CARRIER:Swift & Company, Inc.

LOAD SOURCE LOGISTICS1770 Promontory Circle

2233 RIDGE ROAD STE 102Greeley, Colorado 80634

ROCKWALL, TX 75087By:

By:Signature

SignatureTimothy BaringerPrint Name

Print NameDirector of TransportationTitle

Title




40


APPENDIX AINTERSTATE OPERATING AUTHORITY

APPENDIX BCANADIAN/MEXICAN OPERATING AUTHORITY

APPENDIX CINTRASTATE OR INTRAPROVINCIAL LICENSES OR
PERMITS

APPENDIX DFUEL SURCHARGE POLICY

The following surcharge policy shall apply to all Shipments that Shipper tenders
Carrier under the terms of this Agreement.

Fuel adjustments will be based on the scale set out below. Adjustments
will be determined each Monday (Tuesday will be used if Monday is a Federal
holiday) (such date the "Determination Date") based on the U.S. Department of
Energy ("DOE") diesel hotline (202) 586-6966, national average fuel index.
Adjustments will be applied to all Shipments beginning the Monday following the
Determination Date. The fuel surcharge will be increased by $0.01 (one cent) per
mile for each increase of $0.05 (five cents) per gallon in the DOE fuel index on
the Determination Date above $1.20 per gallon. The fuel surcharge will be
decreased by $0.01 (one cent) per mile for each decrease of $0.05 (five cents)
per gallon in the DOE fuel index on the Determination Date below $1.099 per
gallon.

Weekly Fuel Price per Gallon (Dollars and Cents)
Surcharge (Per Mile)Continuing at $0.05 decrements
Continuing at $0.01 decrements0.850 to 0.899
-4 cents0.900 to 0.949
-3 cents0.950 to 0.999
-2 cents1.000 to 1.049
-1 cents1.050 to 1.099
0 cents1.100 to 1.149
0 cents1.150 to 1.199
0 cents1.200 to 1.249
0 cents1.250 to 1.299
+1 cents1.300 to 1.349
+2 cents1.350 to 1.399
+3 cents1.400 to 1.449
+4 cents1.450 to 1.499
+5 cents1.500 to 1.549
+6 cents1.550 to 1.599
+7 cents1.600 to 1.649
+8 cents1.650 to 1.699
+9 centsContinuing at $0.05 increments
Continuing at $0.01 increments




Fuel surcharges must be shown as a separate line item on Carrier's freight
invoice. It is the Carrier's responsibility to reflect this surcharge on freight
bills. Shipper will not add fuel surcharge to Carrier's freight invoices and
will not be responsible for payment of any fuel surcharge that is not included
in Carrier's freight invoice at the time that it is issued to Shipper.

APPENDIX E

LIABILITY AND INSURANCE COVERAGE PROVISIONS

Carrier hereby assumes the liability of an insurer for the prompt and safe
transportation of all Shipments entrusted to its care and shall be responsible
to Shipper for all loss or damage of whatever kind and nature and however caused
to any Shipment entrusted to or in control of Carrier, or of any other person to
whom Carrier may have entrusted Shipment and before such Shipment is delivered
to the consignee or returned to Shipper. Carrier agrees to procure and maintain
in force continuously throughout the term of Agreement the coverages as
specified in this Agreement. Carrier agrees to name Shipper as additional named
insured under policies one, two and three listed below. Prior to the time that
Shipments are transported by Carrier, Carrier shall furnish to Shipper a
certificate or certificates evidencing the insurance policies and endorsements.
If Carrier cannot provide such certificates to Shipper prior to the time of the
first Shipment, then in lieu of such certificates Carrier's insurance carrier or
authorized insurance agent may provide evidence of such insurance by facsimile
or other form of written communication actually delivered to Shipper prior to
loading of the first Shipment, and Shipper shall be entitled to rely on such
facsimile or other form of written communication. If Shipper accepts such a
facsimile or other written form of evidence, Carrier or its insurance carrier
shall furnish the actual certificate or certificates within five (5) days of the
date of this Agreement. Prior to cancellation or non-renewal of, or material
change in, any policy or endorsements upon renewal or otherwise, Carrier and its
insurance carrier shall furnish Shipper with thirty (30) days' advance written
notice thereof, and Carrier's insurance carrier shall indicate on the
certificate provided to Shipper its promise to comply with this notice
provision. Carrier shall maintain and provide Shipper with evidence of the
following coverages:

41




COMPREHENSIVE GENERAL LIABILITY INSURANCE

Carrier shall procure and maintain Comprehensive General Liability Insurance, in
accordance with the requirements of 49 U.S.C. § 13906(a)(1), including
blanket contractual coverage, for bodily injury and property damage in the
amount of one million dollars ($1,000,000.00) combined single limit per
occurrence.

AUTOMOBILE BODILY INJURY AND PROPERTY DAMAGE INSURANCE

Carrier shall procure and maintain Automobile Bodily Injury and Property Damage
Insurance protecting against claims for bodily injury, including accidental
death, and loss of or damage to property in the amount of one million dollars
($1,000,000.00) per occurrence.

ALL-RISK CARGO INSURANCE

Carrier shall procure and maintain All-Risk Cargo Insurance with a per unit
liability limit sufficient to cover Shipments having a minimum value of $100,000
and a maximum value of up to $300,000. In the All-Risk Cargo Insurance shall
include coverage for refrigeration unit breakdown.

WORKER'S COMPENSATION

Carrier shall procure and maintain workers compensation insurance as required by
applicable law or regulation.

If any foreign, Federal, State, Provincial or local government regulatory body
prescribes minimum amounts of insurance in excess of the amounts prescribed
herein, such required insurance minimums will take precedence and shall be
required of Carrier.

Depending on the type of service performed or work being done by the Carrier,
the required limits may vary and other coverage(s) may be required. Any
different or additional coverages will be specified in this Appendix.

All certificates shall be issued (as additional insured) to:

Swift & Company, Inc.Attn: Logistics Department1770 Promontory CircleGreeley, Colorado 80634

If Carrier has any questions regarding insurance requirements, it should
contact Swift & Company Logistics Department.

APPENDIX F

SWIFT & COMPANY

CLAIMS COLLECTION AND RESOLUTION PROCEDURES

Carrier Liability. 49 CFR §370, which sets forth procedures for loss and
damage claims, is hereby incorporated by reference. If any portion of 49 CFR
§370 conflicts with any portion of this Agreement, then the provision in
this Agreement shall take precedence. For purposes of a loss or damage claim,
the value of Shipper's goods shall be the price at which the goods were sold
prior to shipment, or if goods are being transported for purposes other than to
satisfy a purchase contract, the replacement cost of the lost or damaged goods
at the location at which the Shipment was received by Carrier.

Verification of Discrepancy. Carrier agrees to verify any discrepancy in the
physical count between Shipper's documents and delivery receipt. Carrier agrees
to report the discrepancy as soon as possible to Shipper's claims department
during normal business hours. Failure of Carrier to report the discrepancy may
result in a freight claim being filed against Carrier.

Claims. A claim for loss, damage or delay to cargo must be submitted by Shipper,
in writing, within nine (9) months of notification of loss, damage or delay of
cargo. Carrier will acknowledge receipt of each claim, in writing, within thirty
(30) days of receipt. Carrier will pay or decline, in writing, the claim within
sixty (60) days of receipt of the claim from Shipper. If Carrier is unable to
make final disposition within sixty (60) days, Carrier must notify Shipper
immediately, in writing, of the reason for the delay and the status of the
claim. Shipper shall have the right to offset monies owed on a valid claim from
Carrier freight charges if:Carrier does not pay any valid claim within one
hundred-twenty (120) days from the date it receives the claim from Shipper;
orCarrier files for or is the subject to a petition for
bankruptcy.

42




APPENDIX G

SWIFT & COMPANY SPECIAL RULES

Delay in Transit. The date by which each Shipment must be delivered will be
specified in the bill of lading or other shipping document furnished to Carrier
at the time Shipment is tendered. Carrier will also be required to call the
consignee of each Shipment to obtain a delivery appointment time on the delivery
date, if delivery time is not furnished to Carrier at the time the Shipment is
tendered to it. If the Carrier believes that it will be unable to comply with
the specified delivery date and time, it will so advise Shipper and specify the
date and time by which it estimates that it will be able to deliver the
Shipment. Damage to Shipper as a result of Carrier's failure to deliver a
Shipment with reasonable dispatch shall be determined on the basis of the
delivery date and time specified by Shipper unless Carrier has notified Shipper
prior to acceptance of the Shipment that it cannot make delivery by that date or
time, in which case damage for failure to deliver with reasonable dispatch shall
be determined on the basis of the delivery date and time estimated by the
Carrier. If the original requested delivery date and time on the Shipment
changes for any reason, consignee requested or otherwise, the Carrier must
immediately contact Shipper's Customer Service Representative and notify him/her
of the change.

Accidents. In the event of an accident while a Shipment is in Carrier's
possession, Carrier will notify Shipper immediately by telephone and confirm in
writing the known details of the accident.

Application of Rates. Except as otherwise provided herein, rates and charges
named herein apply on Shipments tendered by Shipper to Carrier on one day, on
one shipping order or document, for delivery to one consignee at one
destination. Where more than one pick-up or delivery is performed, separate
shipping orders or documents may be used for each pick-up or delivery, on each
of which appropriate cross reference must be made to definitely establish its
identity as part of the aggregate weight composing the prescribed truck load or
volume minimum.

Intermediate Rule. From or to any point not named herein (from or to which
Carrier is lawfully permitted or authorized to operate) which is intermediate to
a point from or to which specific rates are named herein, the rate from or to
the next more distant point named herein will apply.

Minimum Weight. When and where foreign, Federal, State, Provincial or local laws
prescribe maximum gross weights which prevent Shipper or intermediaries from
loading the minimum weight provided in Appendices I, J or K, such shipment will
be transported by Carrier in accordance with rates applicable to the minimum
weight that would be loaded but for the legal restriction and without penalty to
the Shipper.

APPENDIX H

SWIFT & COMPANY SPECIAL SERVICES

Truckload or Volume Rates. Truckload or volume rates apply on shipments
(tendered to Carrier by Shipper on one shipping order or document) equal to or
exceeding the specified minimum weight or on shipments on which charges are paid
on basis of minimum weight.

Mixed Truckloads. Except as otherwise provided in this Agreement, mixed
Shipments will be transported at the respective truckload or volume rates
applicable as contained in Appendices J, K or L.

Alternative Application of Weight Rates. In no case shall the charge for any
Shipment be greater than the charge for a greater quantity of a like kind of
freight at the rate and weight applicable to such greater quantity of
freight.

Pick-Ups. Minimum truckload or volume Shipments may be made up of combined
Shipments loaded at one or more plants, warehouses or docks owned or operated by
Shipper and at other points designated by Shipper under conditions specifically
provided in this Agreement.

Split Deliveries. Split deliveries of truckload or volume shipments may be made
to two or more consignees under the conditions provided in this Agreement.

Stop-Offs. Truckload Shipments may be billed to stop in transit to complete
loading or partially unload at intermediate points from or to which Carrier is
lawfully permitted or authorized to operate under conditions provided in this
Agreement. With respect to Shipments stopped-in-transit:

43




All freight charges must be paid in full at one time by Shipper.Only one bill of
lading and shipping order shall be issued for the entire Shipment.The bill of
lading and shipping order shall show, in the place provided, the name of the
consignee and delivery address.The names of the places and addresses at which
vehicles are to be stopped for completion of loading or partial unloading may be
shown either in the body of the bill of lading and shipping order or on a
separate writing which shall be attached to and considered a part of the
shipping documents.The freight price shall be calculated using the appropriate
mileage for the total miles traveled via the shortest route of movement from
origin to final destination through all stop-off points. The final destination
shall govern which mileage rate or scale to use and the mileage rate or scale
used must also correspond to the initial point of origin.In addition to the
basic freight price in subparagraph (e), Shipper shall pay a stop-off charge of
$50.00 for each stop (excluding pick-up(s) and final delivery).Loading and
Unloading. If Carrier is required to perform or pay for loading or unloading, it
will be fully reimbursed by Shipper. Carrier shall not charge lumper fees unless
Carrier is prohibited from unloading by consignee and unless Carrier has
obtained prior telephone authorization from Shipper's logistics department. If
proper authorization is received by Carrier from Shipper, Carrier will be paid
for unloading only after submission of a verifiable receipt from the consignee
for services performed. Shipper will be responsible for loading charges at
origin shipping facilities.

Carcass Unloading Charges. Notwithstanding paragraph 7, Shipper shall reimburse
Carrier for carcass unloading charges billed by consignee to Carrier, provided
Carrier submits receipts or other satisfactory evidence of such charges to
Shipper. This provision applies to carcass shipments only.

Documents Accompanying Shipment. Rates and charges named herein include
forwarding, in the same truck, of shipping documents, invoices, assembly and
operating instructions pertaining to the goods transported.

Protective Service. Carrier will provide adequate protection for preservation of
perishable goods against heat or cold, and will provide temperature-controlled
Equipment capable of operating at temperatures between thirty-six (36) degrees
Fahrenheit and minus ten (-10) degrees Fahrenheit. Carrier will operate the
Equipment at the temperature instructed in writing by Shipper or third parties
specified in Section 4(a)(ii) or (iii) of the Agreement and the rates and
charges named herein include the cost of providing such equipment and
protection.

Pallets. Unless otherwise provided in Appendices I, J or K, pallets which are
the property of Shipper or any third party specified in 3(a)(ii) or (iii) of the
Agreement are used by Carrier to facilitate transportation, will be considered
and treated as part of the Equipment, and the rates and charges named herein
include an equal exchange of like pallets at the time of each loading and
unloading. Pallet rates will be as specified in Appendices I, J or K.

Goods Descriptions. Goods subject to this Agreement include, but are not limited
to perishable food products, processed meats and raw meats.

Drop Trailers. Carrier agrees to provide "drop" trailers as requested by Shipper
at designated origins/destinations in order to support Shipper's business
requirements.

Shipment Tracing System. Carrier shall establish and maintain a driver call-in
system and procedure for Shipment tracing purposes, including actual arrival
times. For each Shipment received for transportation, Carrier shall be able to
provide daily transit information (Shipment location, time of check call and
estimated time of arrival).

Driver Teams. Carrier will provide two-driver teams or relay teams where the
scheduled delivery time would not otherwise allow delivery within DOT hours of
service regulations or for other reasons known to Carrier such as Carrier caused
late pickup.

Meat Hooks. Carrier shall provide the required number of long and/or short meat
hooks necessary for the type of carcass meat loads tendered by the Shipper. In
the event excess hooks are tendered for the Shipment, such hooks may be removed
and will be credited to the account of Carrier on Shipper's Hook Accounting
System and, in the event of insufficient hooks to handle the Shipment, hooks may
be added to the trailer and such hooks will be debited to Carrier's account on
such system. Carrier shall be liable to Shipper for all net debit balances to
Shipper as recorded in such system.

Reconsignment or Diversion. Shipments may be diverted or reconsigned subject to
the following terms and conditions:

The term "diversion" or "reconsignment" means:

A change in the consignee and/or the destination with respect to a Shipment,
orAny other instructions given by Shipper necessary to effect delivery and
requiring an addition or change in billing or additional movement of the
Equipment, or both.

44




In the event of reconsignment or diversion due to Carrier's negligence or other
causes attributable to Carrier, Carrier shall transport the Shipment to the
diverted or reconsigned point (including points short of the original
destination). In such case, the freight rate shall be the price applicable from
origin to original destination or from origin to the diverted or reconsigned
point by the shortest direct route, whichever produces the lowest freight
rate.Reconsignment or diversion involving a change in destination or change in
consignee which is requested by Shipper will be handled in the following manner.
The freight rate to apply to a diverted or reconsigned shipment will be the
price found using the revenue per mile rate from the appropriate Appendix for
the total miles traveled via the shortest route of movement from origin to final
destination through all stops, reconsignment, or diversion points. The final
destination shall govern which State's mileage rate or territorial mileage scale
shall apply. In addition, Shipper shall pay a reconsignment or diversion charge
of $50.00. Carrier will not be paid a diversion or reconsignment charge if
delivery is accomplished within the same city (or its commercial zone) as
originally billed. There will be no diversion charge paid on Mexican and
Canadian shipments if stop(s) are required for broker and/or government
inspections. (Additional stop charges will be paid.) No additional charges
relating to reconsignment or diversion will be paid unless authorized or
requested by Shipper's traffic or claims personnel.If there is a reconsignment
or diversion requested by Shipper, Shipper shall pay demurrage of $15.00 per
hour for delaying Equipment at the original destination longer than the first
two hours of free time; provided, however, the total charge for reconsignment or
diversion per twenty-four (24) hour period, including such demurrage and the
reconsignment or diversion charge referred to in subparagraph (c), shall not
exceed $150.00.When it is necessary to return to the Shipper refused, rejected
or undelivered shipments transported under rates and provisions provided in this
Agreement, Carrier will return such Shipments to a Shipper facility or a cold
storage within 75 miles of a Shipper's facility for $1.10 per mile.When billing
for additional charges pertaining to reconsignment, diversion, or demurrage,
Carrier must show on its freight bill the approval number issued by Shipper
representativewho authorized the additional charges.Carrier must comply with all
security agreements including but not limited to Continuous Seal Policy, and all
safety requirements in place at Shipper's facilities. Carriers must maintain a
complete and continuous seal record on "Shipper load and count" movements that
show notations of seals intact, the actual seal numbers, and the reseal numbers
on multiple stop Shipments. This record should be signed and dated by
receiver(s). It is the Carrier's responsibility to provide seals for multiple
stop Shipments. Carrier must immediately notify Shipper's logistics department
or claims department if a customer refuses to comply with this procedure.
Failure to follow these procedures will result in a freight claim filed against
the Carrier in the event of product shortages.Extraordinary Costs. Carrier
agrees that any additional costs caused by Shipper, or extraordinary occurrences
that are not specifically addressed in this Agreement and which are beyond the
control of Carrier, shall be negotiated with the Director of Transportation of
Shipper's logistics department on a case-by-case basis and both parties will
make every reasonable effort to achieve a fair and equitable resolution.

Load Tender Response

.. Shipper and Carrier acknowledge and agree that if Shipper tenders a request to
Carrier to provide services pursuant to this Agreement for a Shipment, Carrier
shall have three (3) hours from the receipt of such request to accept such
request by oral or written confirmation to the Shipper's freight planner. If
such request is not validly accepted within three (3) hours from the receipt of
such request, Shipper and Carrier agree that Shipper shall have no obligation
(including, without limitation, obligations to tender the Shipment or pay
freight changes or costs relating to the Shipment) to Carrier under this
Agreement with respect to such Shipment and may tender a request to another
carrier with respect to such Shipment.

Obligations

.. If requested by Shipper, Carrier will transmit to Shipper via electronic data
exchange, world wide web, computer image format (i.e., .pdf file or .tif file)
or other reasonable means the following, but not limited to: appointments,
delivery dates, order information, claim data or proof of delivery information.
Such information shall be provided to Shipper at no additional
charge.

45




Addendum

Swift & Company

Motor Carrier Transportation Agreement

In the event any property described in this bill of lading consists of food
products intended for human consumption and is delivered to its destination in a
trailer with non-intact seals or leaves the control of the carrier and is later
recovered, such products will be considered to be adulterated and unfit for
human consumption and the carrier will be solely responsible for the cost of the
products and expenses of disposal as directed by consignor.

__________________________________

_________________________________Timothy Baringer


Carrier RepresentativeDirector of TransportationSwift & CompanyGreeley, CO 806344/26/04



_________________________________Dated



Dated




46


Exhibit 10.9

MOTOR CARRIER CARRIAGE CONTRACTBETWEEN COORS BREWING COMPANYAND
LOADSOURCE LOGISTICS, LLC.

TABLE OF CONTENTS

PageRECITALS

4Section 1 - SCOPE OF CONTRACT1.1
Facilities Covered
51.2
Nature of Commerce
51.3
Traffic Covered
51.4
Service as Motor Contract Carriage
51.4.1
Contract Carriage
51.4.2
Brokerage Prohibited.
5Section 2 - SHIPPER'S RESPONSIBILITIES2.1
Minimum Tender
62.2
Payment of Freight Charges
6Section 3 - CARRIER'S RESPONSIBILITIES3.1
Service and Delivery
63.2
Regulatory Compliance
63.3
Insurance Required
63.4
Equipment, Personnel and Services
73.5
Indemnification
73.6
Compliance With Laws and Regulations
73.7
Bill of Lading
73.7.1
Approved Bill
73.7.2
Electronic Billing
83.8
Carrier's Receipt
83.8.1
Constructive Receipt
83.8.2
Reefer Unit Setting, Temperature Setting
83.8.3
Notice of Delay or Damage
8




47






3.9
Liability for Loss or Damage to Shipments
93.9.1
Carmack Liability
93.9.2
Change to Warehouseman's Liability
93.9.3
Salvage
93.9.4
Claim Regulations
103.10
Use of Other Carriers.
103.10.1
Restrictions and Provisions
103.10.2
Grounds for Termination
103.11
Independent Contractor
103.12
Confidentiality
113.13
Application to Intrastate Transportation
11Section 4 - DETERMINATION OF RATES AND CHARGES4.1
Rates and Charges in Writing
114.2
Changes in Rates and Charges
114.3
Mileage Calculations
114.4
Diversion and Reconsignment
124.5
Alternation Rule
124.6
Challenge to Contract Carriage
124.7
Special Services
124.8
Overcharges and Undercharges
12




48






Section 5 - GENERAL TERMS AND CONDITIONS5.1
Equal Opportunity, Affirmative Action
135.2
Minority Business Opportunities
135.3
Environmental Policy
135.4
Force Majeure
135.5
No Lien
135.6
Term of Contract and Termination
145.7
Governing Law.
145.8
Nonexclusive Agreement
145.9
Performance and Service Assurance
145.10
Fuel Surcharge
145.11
Safety Certification
155.12
Entire Understanding
155.13
Nonassignability
155.14
Separability
155.15
References
155.16
Benefits, Assigns and Confidentiality
155.17
Notices
16SIGNATURES
17APPENDIX A - Rates and Charges
18APPENDIX B - Insulated/Refrigerated Trailer atTrailer Yard/Staging Area Acceptable for Loading
19APPENDIX C - FUEL SURCHARGE
21APPENDIX A - X - HOURS OF SERVICE
22




49






MOTOR CARRIER CARRIAGE CONTRACT

This Contract is made and entered into effective the 26TH day of MA Y2005 by and
betweenCOORS BREWING COMPANY, Golden, Colorado 80401 (hereinafter
referred to as "Shipper") andLOADSOURCE LOGISTICS, LLC.(hereinafter
referred to as "Carrier"). "Shipper" shall collectively include dba trade name
divisions, parent, affiliates and subsidiaries of Coors Brewing Company and any
other companies named in attached Schedules hereto. The parties hereto, in
consideration of the mutual covenants herein contained, agree as follows:

RECITALS

This Contract is entered into pursuant to 49 USC 14101 (b). Carrier, as an
independent contractor, desires to furnish motor contract carriage service to
Shipper for the transportation of commodities, and represents that it is a duly
authorized motor carrier in interstate commerce under one or more permits issued
by the former Interstate Commerce Commission (ICC), now known as the Surface
Transportation Board (ST8), the Federal Highway Administration (FHWA) of the
United States Department of Transportation (USDOT), and shall provide Shipper
copy of all such relevant permits. Carrier shall also provide copies of any
relevant intrastate operating permits.

This Contract, and the specified services rendered hereunder, are designed to
meet Shipper's distinct needs as more fully set forth herein. Shipper desires to
avail itself of Carrier's services under this Contract. These Recitals and all
Appendices are part of this Contract. In consideration of their mutual promises,
the parties agree as set forth below. To the extent this Contract is
inconsistent with any previous Contract, the terms of this Contract apply.

The parties hereto expressly waive any or all rights and remedies under the
Interstate Commerce Commission (ICC) Termination Act for the transportation
provided hereunder, pursuant to 49 USC 14101 (b), that are inconsistent with
this Contract.

50




TERMS OF AGREEMENT

1.     SCOPE OF CONTRACT

1.1     Facilities
Covered

This Contract applies to
Shipper, its subsidiaries and divisions, and any new companies acquired. Shipper
shall notify Carrier of any companies acquired, the date of acquisition and the
address of the newly acquired company. The rates in Appendix A shall apply to
any newly acquired facilities.

1.2     Nature of
Commerce

This Contract applies to
all traffic described in Section 1.3 below which moves in interstate commerce or
in intrastate commerce in the United States.

1.3     Traffic
Covered

This Contract applies to
every shipment tendered to Carrier for both. inbound and outbound movements from
or to any facility owned or operated by Shipper under lease or contract, whether
billed collect or prepaid, and shipments where Shipper is shown on the bill of
lading as the third party payer of freight charges.

1.4     Service as Motor
Contract Carriage

1.4.1     Contract
Carriage Only - Every shipment tendered to Carrier as described in Sections
1.2 and 1.3 above shall be deemed tendered to Carrier in its capacity as a motor
carrier under this Contract. Any references in this Contract, or in documents
referring to this Contract, to "common carriers" or "tariffs," whether filed or
unfiled, or to the law regarding "common carrier liability" for 1055, damage or
delay, shall not alter the contractual relationship between the parties created
under this Contract, nor alter the nature of Carrier's transportation
service.

1.4.2
 Brokerage Prohibited - In the event Carrier holds a broker's
license granted by the former Ice or FHW A, every shipment for which Shipper
orders service from Carrier shall nevertheless be deemed tendered to Carrier in
its capacity as a motor carrier under this Contract, and Carrier shall be
governed by all of its rights and obligations hereunder, unless the parties
otherwise expressly agree in writing.

51




2.     SHIPPER'S RESPONSIBILITIES

2.1     Minimum
Tender

To tender to Carrier for
transportation hereunder, the types of freight described in Appendix A and on
such other consecutively numbered Appendix A's that may in the future be
executed by the parties hereto, and which by this reference are made a part
hereof, for a minimum of two {.21shipments per year.

2.2     Payment of Freight
Charges

To remit to Carrier on the
15th day of each month (except when the 15th day falls on Saturday, Sunday or
holiday, then the next weekday applies), payment for all transportation services
provided by Carrier hereunder for the preceding calendar month at the rates
outlined in Appendix A, et seq. Deviations from this payment of freight charges
schedule will be delineated in Appendix A, et seq.

3.     CARRIER'S RESPONSIBILITIES

3.1     Service and
Delivery

To receive, transport, and
deliver with reasonable dispatch all freight offered to it as described in
Section 1.4.1 hereof in accordance with service and delivery requirements as
defined by Shipper; to establish time standards and to use the most efficient
methods of planning and control procedures for the purpose of transporting such
freight at the lowest possible cost consistent with such service and delivery
requirements. Carrier agrees to provide transportation services designed to meet
the Shipper's distinct needs as described herein.

3.2     Regulatory
Compliance

To conform to the rules,
regulations, and all requirements of the USDOT, the STB and state regulatory
bodies and all other regulatory bodies having jurisdiction over for-hire motor
vehicle transportation as performed hereunder by Carrier. Carrier's Operating
Authority MC-511819-C and the ICC's decision in its proceeding under Ex Parte
MC-165 (Sub. 1) is used for this Agreement.

3.3     Insurance
Required

To, at all times during
the term of this Contract and all extensions thereof, carry and keep in full
force and effect, public liability and property damage insurance policies.
Insurance will be no less than the USDOT's minimum standards, combined single
limit and Workmen's Compensation Insurance policies with reliable insurance
companies. Such policies to be endorsed so as to protect the interest of the
Shipper, as they appear, and such as will meet the requirements of federal,
state, and other regulatory bodies having jurisdiction over the operations of
Carrier and to provide Shipper Certificates of Insurance or other evidence of
said insurance coverage as requested by Shipper.



52




3.4Equipment. Personnel and Services

To furnish and have
available, at all times, sufficient equipment and trained personnel required by
Shipper to safely provide the transportation services as herein provided and to
maintain its equipment in reliable mechanical and safe condition. Expedited and
stop-off services will be provided at Shipper's request. All equipment used by
Carrier shall at all times be under the exclusive control of Carrier. Carrier
agrees no vehicle used to transport Shipper's products shall ever have been used
to transport refuse, garbage, trash or solid or liquid waste of any kind
whatsoever, whether hazardous or nonhazardous.

3.5
 Indemnification

Carrier agrees to
indemnify and hold Shipper harmless from any and all claims, damages, expenses
or other liabilities arising out of or in any way connected with the
transportation services to be performed by Carrier hereunder.

3.6     Compliance With
laws and Regulations

Carrier agrees to pay,
when due, all taxes or assessments applicable to Carrier or its employees or
business including, but not limited to, all taxes and assessments payable under
federal and state unemployment insurance laws and the Federal Insurance
Contributions Act. And, to comply with all such laws and with all regulations of
a!1 agencies administering such laws and procedures, at its expense, all
necessary permits and licenses, assessments and tolls required for its
performance under this Contract and to comply with all laws, ordinances and
regulations of duly constituted authorities having jurisdiction over its
activities.

3.7     Bill of
Lading

3.7.1     Approved
Billing - All shipments made pursuant to this Contract shall be on a short
form bill of lading subject to the terms and conditions of the complete bill of
lading in effect on June 24, 1995, in National Motor Freight Classification 1
DO-V, Pages 255 through 257. Any subsequent version published in the National
Motor Freight Classification shall not apply. In the event that some other bill
of lading is used, the terms of the bill of lading are subordinate to the terms
of this Contract, and, in the event of a conflict between any bill of lading and
this Contract, the terms of this Contract shall govern.

53




Any other
bill of lading or other shipping document used shall be deemed to have used the
following language: "The property described herein is received in good order,
except as noted by Carrier at the time of pickup. It is mutually agreed that
this shipment is received, subject to the Motor Carrier Contract entered into
between the Shipper and the Carrier."

3.7.2
 Electronic Billing - Paperless transactions will be used as broadly
as the parties are capable. It is the intention of the parties to memorialize
each shipment transaction with a computer-produced short form bill of lading
subject to terms and conditions specified above. All the terms of this Contract
shall apply to each such shipment. Any reference in such bill of lading to
"classifications and tariffs" shall have no application with regard to shipments
transported under this Contract. In the case of any inconsistency between any
other sources and this Contract, the terms, conditions and provisions of this
Contract shall govern.

3.8     Carrier's
Receipt

3.8.1
 Constructive Receipt - Carrier's duties and liabilities shall
commence upon execution of a receipt evidenced by driver's signature, and upon
driver taking possession of the vehicle containing such shipment. In the event
Shipper has completed loading and placement of vehicle at point for pickup by
Carrier, completed a bill of lading as receipt, notified Carrier of shipment's
availability, and the Carrier does not take possession within a reasonable time,
which is agreed to be no longer than two (2) hours, Carrier agrees it will be
understood to have taken possession under a concept of constructive receipt and
Carrier's liability shall commence without actual possession.

3.8.2     Reefer
Unit Setting. Temperature Setting - (i) Shipper's established product
quality policy is that beverage products will be transported and delivered at
temperatures above 30°F and below 60°F; (ii) Carrier is responsible to
present trailers for loading that are food-product clean and free of any' trash
or contaminant that might cause product damage. Carrier's driver shall be
responsible to have set the temperature control on the refrigeration unit at
40°F when trailer is to be operated under mechanical refrigeration service
and (iii) On receipt of the load, Carrier's driver shall verify the temperature
setting, and verify that such set point at 40°F has been entered into the
control memory and not just changed on the unit's visual readout. Any incorrect
settings shall be immediately reported to Shipper and noted on both parties'
copies of the bill of lading.

3.8.3     Notice
of Delay or Damage - In the event of delay or substantial damage to
shipment, caused by accident or otherwise, Carrier shall notify Shipper
immediately as instructed by Shipper and make all necessary efforts to protect
shipment. Shipper's brand-name products shall be protected as to flavor and
product integrity, including brand-labeled packaging to the extent
possible.

54




3.9Liability for loss or Damage to Shipments

3.9.1     Carmack
Liability - Carrier assumes the liability required of an interstate motor
common carrier under 49 USC 14706 or revisions thereto ("Carmack"), as written
and in effect as of the date of this Contract, regardless of whether the
shipment is interstate or intrastate in nature. Carrier's liability for the
goods shall be for "full actual loss" which includes, but is not limited to, the
original invoice value charged consignee or the destination market value of
goods lost or damaged, whichever is higher, including freight charges,
administrative costs, warehousing costs, transportation costs and all other
accessorial charges on loss and damage claims.

Claims will be paid on the basis of
Shipper's invoice amount and will include amounts for federal and state alcohol
taxes when Shipper is unable to recover said taxes.

3.9.2     Change
to Warehouseman's Liability -In the event any shipment is refused by the
consignee, or Carrier is otherwise unable to deliver any shipment, Carrier's
liability for loss or damage as a Carrier under this Section 3.9 shall continue
until such shipment has been properly placed in a public warehouse or other
suitable storage facility under reasonable security, at which time Carrier's
liability as a warehouseman shall commence.

3.9.3
 Salvage -Carrier will in no circumstances permit Shipper's
product to be placed in a salvage market. or otherwise disposed of without
Shipper's approval and direction. Carrier acknowledges that alcohol
beverages are tightly regulated by the Food and Drug Administration, Bureau of
Alcohol, Tobacco and Firearms and State Alcohol Beverage Control Departments.

Carrier understands and acknowledges
that Shipper will be subject to various risks of prosecution or lawsuit in
connection with

.. damaged product which may be contaminated or not suitable for human
consumption, and that above mentioned agencies will frequently require the
destruction of Shipper's product as a matter of legal requirement.

Carrier represents and warrants that
its performance in cleaning an accident site, in selecting disposal locations
and methods, and in transporting and repairing damaged goods and property has
been and will be in compliance with all applicable laws and
regulations.

55




3.9.4
 Claim Regulations - Claims must be administered in compliance with
applicable government regulations including, but not limited to,Ex Parte
263, 49 CFR 1005.1 through 1005.6 and the ICC or STS Orders interpreting these
laws and regulations.

3.10     Use of Other
Carriers

3.10.1
 Restrictions and Provisions - Except for local cartage agents or
railroad piggyback service, railroad carries trailers or containers owned by
Carrier rail ramp to rail ramp (Plan 1), if any, Carrier shall utilize no other
Carriers without the prior consent of Shipper. If consent is granted or if
Carrier utilizes another Carrier without Shipper's consent, Shipper and Carrier
expressly agree that (i) The nature of the carriage shall remain contract
carriage regardless of whether the connecting Carrier is operating pursuant to a
Contract or otherwise; (ii) Carrier shall remain responsible to Shipper for
fulfillment of all of Carrier's obligations under this Contract while cargo is
in the connecting Carrier's possession; including, without limitation, Carrier's
obligations relating to documentation, service, equipment, rates and charges,
compliance with law; and loss, damage and delay; (iii) Carrier shall pay all
connecting Carrier charges and shall hold harmless and indemnify Shipper from
conduct of the other Carrier; (iv) Carrier shall in any event issue a through
bill of lading from origin to ultimate destination and (v) Local cartage agents,
if any, or any connecting Carrier shall be deemed a subcontractor of the Carrier
and used for Carrier's convenience.

3.10.2     Grounds
for Termination - In the event Carrier utilizes another Carrier (other than
a cartage agent or railroad piggyback service under Plan 1) for any portion of
any shipment without the prior consent of Shipper, Shipper may terminate this
Contract immediately upon written notice to Carrier.

3.11     Independent
Contractor

Carrier shall perform its
services as an independent contractor and, to the extent required by law, shall
have exclusive control and direction of the persons operating the equipment or
otherwise engaged in such transportation services. To the extent required by
law, Carrier assumes full responsibility for the acts and omissions of such
persons and (b) shall have exclusive liability for the payment of local, state
and federal payroll taxes, or contributions or taxes for unemployment insurance,
workers' compensation, old age pensions or other social security and related
protection with respect to persons engaged in the performance of such
transportation services.

56




3.12Confidentiality

Except to the extent
disclosure may be required by law, parties agree to safeguard, and treat as
confidential, information pertaining to Shipper's traffic including, without
limitation, origins, destinations, products, volume, rates and charges, the
identity of Shipper's customers and the products purchased by particular
customers. Carrier shall also safeguard, and treat as confidential, information
relating to Shipper's operations and competitive position including, without
limitation, the following: Sales, marketing and promotional strategies and
plans; research and development of new products; improved products and improved
procedures; sales/delivery statistics, forecasts; manufacturing processes and
formulas; cost data; expansion plans; purchasing plans; critical ingredients
and/or sources of supply.

3.13     Application to
Intrastate Transportation

Carrier warrants that it
has not requested, and will not request during the life of this Contract,
application of state laws or regulations to intrastate traffic which are
different from the provisions of this Contract for any purpose whatsoever
including, but not limited to, cargo liability; bills of lading or receipts for
property being transported or credit.

4.     DETERMINATION OF RATES AND CHARGES

4.1     Rates and Charges
in Writing

All applicable rates,
charges, classifications and rules, if any, for shipments under this Contract
are attached in Appendix A and are confidential between parties.

4.2     Changes in Rates
and Charges

Upon agreement in writing
by the parties, rates and charges may be added or amended immediately in order
to meet the specified services and distinct needs of the Shipper. Changes shall
be made by reissuance of Appendix A using consecutively renumbered issues
numbered A-1, A-2, etc. Carrier and Shipper shall transmit written changes by
facsimile or otherwise, and a change shall be deemed effective when the Shipper
has signed and dated the written change and sent it to the Carrier. The rate is
deemed to be accepted by the Carrier unless the Carrier notifies Shipper of an
error prior to movement of the goods. The change may be on the form attached
hereto as Appendix A and the signed document, whether a fax confirmation or
otherwise, shall be annexed to this Contract.

4.3     Mileage
Calculations

Shipper has determined mileage used herein through the use of Rand McNally -
TDM, Inc. Milemaker. From time to time, mileage differences may occur due to
route changes or Milemaker errors and updated versions. Any exception to
Shipper's established mileages must be negotiated and agreed to in writing by
the parties hereto.

57




4.4Diversion and Reconsignment

Carrier warrants that
Shipper has ability to reconsign or divert shipments en route at rates outlined
in Appendix A, et seq.

4.5     Alternation
Rule

In no case shall the
charges on any shipment hereunder. computed at actual weight, exceed the charges
that would apply hereunder at a higher weight.

4.6     Challenge to
Contract Carriage

If, at any time during the term of this Contract, or after performance under it
has ceased, Carrier or any of its successors or assigns should claim or attempt
to claim that services performed for Shipper are not contract carriage, in order
to seek collection of common carrier rates for shipments rendered hereunder, and
Shipper successfully defeats the challenge to contract carriage, Shipper shall
be entitled to recover from Carrier or its successors or assigns all its
attorney fees and costs reasonably incurred in such defense before a court
and/or regulatory agency, or both.

4.7     Special
Services

Shipper and Carrier agree
that the only charges, rules and special services that apply to this Agreement
are those in Appendix A. If there is any other additional charge on a shipment
during the normal course of business, an additional charge must be agreed to in
writing between the Shipper and Carrier.

4.8     Overcharges and
Undercharges

Any action at law by
Carrier to recover undercharges hereunder, or by Shipper to recover overcharges
hereunder, shall be commenced not more than three (3) years after Carrier's
receipt of the shipment.

Right to Audit -
Carrier grants Shipper, or others designated by Shipper, access to all internal
audit information relating to this Contract, including reports of corrective
actions taken as a result of such audit.

Carrier agrees to make,
keep and maintain in accordance with generally accepted accounting principles
and practices consistently applied from year to year, complete books. records,
invoices and records of payments relating to the work while it is being
performed and for a period of three (3) years following acceptance of the
work.



58




For
the purpose of audit, Shipper shall have the right to examine, either directly
or through its authorized representatives or agents, during business hours and
for a reasonable period of time, all books, records, accounts, correspondence,
instructions, specifications, plans, drawings, receipts, manuals and memoranda
insofar as they are pertinent to this Contract. Shipper's right of inspection
shall not apply to Carrier's trade secrets or other proprietary information
properly designed or asserted as such in writing prior to such audit.

5.     GENERAL TERMS AND CONDITIONS

5.1     Equal Opportunity.
Affirmative Action

To the extent applicable
to this particular transaction, the equal opportunity and affirmative action
clauses set forth in 41 CFR 60.1.4 (1), 60-250.4 and 80-741.4 are hereby
incorporated by reference and made a part hereof.

5.2     Minority Business
Opportunities

It is Shipper's policy
that qualified, competitive minority suppliers, contractors and subcontractors
shall have equal opportunities to furnish materials and services for projects.
Carrier is encouraged to utilize minority businesses whenever practicable.

5.3     Environmental
Policy

Nothing contained in the
terms and conditions of this Contract will significantly affect the quality of
the human environment within the meaning of the National Environment Policy Act
of 1969, as amended.

5.4     Force
Majeure

Neither party shall be
liable under this Contract for its failure or delay in fulfilling its
obligations if such failure or delay is the result of federal, state, or local
laws, rules, or regulations, invasions, insurrections, riots, civil war or
commotion, military or usurped power or acts of God, but due diligence shall be
used in curing such cause and in resuming performance. Carrier's failure or
delay under any laws or regulations, resulting from its violation thereof, shall
not be deemed a force majeure relieving Carrier in any manner from its duties to
perform fully and timely its obligations under this Contract.

5.5     No Lien

Carrier shall have no
lien, and hereby forgoes its right to any lien, upon any shipment or portion
thereof.

59




5.6Term of Contract and Termination

The term of this Contract
shall be for one year, and shall automatically renew for additional one-year
periods unless written notice of nonrenewal is given by either party to the
other at least 30 days prior to the end of any term;provided, this
Contract may also be terminated at any time by either party upon 30 days'
written notice;provided further, that if either party violates any
material provision of this Contract, then the other party shall have the right
to terminate this Contractimmediately upon written notice

to that effect.

5.7     Governing
Law

This Contract shall be
deemed to have been made and accepted in Jefferson County, Colorado, and the
laws of the State of Colorado shall govern any interpretations or contractions
of the Contract. Any action pertaining to this Contract shall be commenced and
prosecuted in the courts of Jefferson County, Colorado, or in the United States
District Court for Colorado, if appropriate, and each party submits to the
exclusive jurisdiction of said courts and waives the right to change venue.
Costs and reasonable attorney fees shall be awarded to the prevailing party in
any action.

5.8     Nonexclusive
Agreement

Shipper is free to tender
traffic of any type to other carriers and Carrier is free to solicit traffic
from other shippers at their respective discretion.

5.9     Performance and
Service Assurance

Carrier will participate
in Shipper's process and programs designed to measure Carrier performance and
service. Carrier understands Electronic Data Interchanges (EDI) will be required
in these programs. Transactions will require NCX12 standards.

5.10     Fuel
Surcharge

Parties agree in
consideration of volatile fuel costs, i.e., significant or unusual increases for
periods exceeding fourteen (14) days, a fuel surcharge will be negotiated and
applied. The fuel surcharge agreed to by Shipper and Carrier will be based on
the national average of diesel fuel as reported by the. Energy Information
Administration of the u.s. Department of Energy on the prior Monday at 1600
hours Eastern time. Parties understand fuel surcharges will vary and will be
applied to freight charges as agreed, week to week, and will not apply unless
negotiated.

60




5.11Safety Certification

When transporting any
product that is classified as hazardous materials, the Carrier will maintain and
provide to the Shipper evidence that Carrier has achieved USDOT "satisfactory"
safety certification and will notify Shipper if such certification changes from
"satisfactory" to some other rating.

5.12     Entire
Understanding

This Contract, together
with any Appendices attached hereto, shall constitute the entire agreement and
understanding between the parties hereto and no representations, documents,
promises, or agreements, oral or otherwise, trade usage or course of conduct
between the parties hereto, not embodied herein or in said Appendices shall be
of any force or effect; that this Contract including Appendices may not be
altered or modified except by agreement in writing between the parties
hereto.

5.13
 Nonassignability

Subject to Section 5.12,
Carrier shall not assign its rights nor delegate any of its obligations under
this Contract without Shipper's prior written consent. Breach of this
prohibition by Carrier shall be deemed a substantial default and, at its option,
Shipper may terminate this Contract immediately upon written notice. Subject to
the foregoing limitations, this Contract shall be binding on the parties'
respective successors and assigns.

5.14
 Separability

In the event that any
provision in this Contract shall violate any law or regulation, such provision
shall be ineffective to the extent of such violation without invalidating any
other provision of this Contract. In no event shall any invalidation convert
Carrier's service from contract carriage to common carriage.

5.15
 References

All references in this
Contract to rights, obligations. Appendices, addenda, forms, sections or
subsections shall be to provisions in this.. Contract without in all instances
use of the words such as "this Contract," "hereto," "hereunder," etc.

5.16     Benefits, Assigns
and Confidentiality

This Agreement shall inure
to the benefit of and be binding upon the parties hereto, the respective legal
representatives, successors and permitted assigns.It is agreed that
information herein shall be keptconfidential.

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5.17Notices

Notices shall be given by
U.S. certified mail postage prepaid, return receipt requested, or overnight
package service, or facsimile, to the parties at the following addresses:

The addresses to which notices, as provided herein, shall be mailed:

SHIPPER:

Coors Brewing Company

Logistics Department

Mail Number BC410

P.O. Box 4030

Golden, CO 80401-0030

CARRIER:

LOADSOURCE LOGISTICS, LLC.

2233 RIDGE ROAD ST #102

ROCKWALL, TX, 75807

Telephone: 972-722-9999

Fax: 972-722-9998

Provided, however, that notices shall be mailed to such other addresses as
either party may in writing request.

The parties signing this Contract respectively for the Carrier and Shipper
represent that they are authorized to sign this Contract.

This Contract supersedes any previous Contract Carriage Contract(s) which may
have existed between the parties hereto. This Contract represents the entire
agreement and understanding between the parties hereto with respect to the
services to be performed hereunder, and neither party has relied or will rely
upon any representation or agreement of the other except to the extent set forth
herein. This Contract may not be amended or modified except in writing signed by
a duly authorized representative of each party.

62




IN WITNESS WHEREOF, the Shipper and Carrier
have caused this Contract to be duly executed as of the day and year first above
written.

SHIPPER:

CARRIER:COORS BREWING COMPANY
LOADSOURCE LOGISTICS, LLC.Tax ID # 202024170By


ByTitle
Manager, Corporate Transportation

TitleAttest


Attest




63




APPENDIX A

RATES AND CHARGES UNDER CONTRACT

FOR TRANSPORTATION BY MOTOR CARRIER

(RATES ATTACHED)

ACCEPTANCE BY:

ACCEPTANCE BY:Shipper
Coors Brewing Company

Carrier
LOADSOURCE LOGISTICS, LLC.Address
Mail Number BC410

Address
2233 RIDGE ROADP.O. Box 4030


SUITE #102Golden, CO 80401


ROCKWALL, TX 75807




By


ByTitle
Manager, Corporate Transportation

TitleDate
5/26/05

DateAttest


Attest




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APPENDIX B

INSULATED/REFRIGERATED TRAILER AT TRAILER

YARD/STAGING AREA ACCEPTABLE FOR LOADING

TRAILER INTERIOR

Cleanliness:

.Food product clean . No
odors

.Free of debris

.No dirt

Moisture:

.Dry

Visible Damage:

.Walls - Smooth with
no protruding objects or holes

.Floors - Sturdy,
unbroken, smooth with no holes or protrusions

.Roof - No holes

.Kick panels - Secure
and smooth to the wall

Repairs:

.All repairs are of standard
materials mounted flush and smooth to the interior

Single Identification Number:

.Present and readable on
both interior and exterior

TRAILER EXTERIOR

Doors:

.Lockable

Door Seals:

.In place

Door Tiebacks:

.In place and functioning

Slideable Tandem Axles:

.Capable of sliding to rear
of trailer

Air Ride System:

.Must have manual pressure
release system

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ICC Bar:

.In place and usable

Exterior Panels:

.No visible insulation
material

REFRIGERATED UNIT

Operation:

.Functioning

Fuel:

.Minimum of 3/4 tank

Set Point:

.40°F

*Based on testing method of the Trailer Manufacturers' Association of
America

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Appendix C

APPENDIX for Fuel Prices

SHIPPER and CARRIER agree the volatile price of fuel requires adjustments be
made to our original contract as to Section 5.10 to recognize this matter.

All shipments made under this contract agreement will be based on the scale
shown below. Adjustments will be determined each Monday, or Tuesday if Monday is
a holiday, based on the Energy Information Administration (EIA) diesel and motor
gasoline price hotline (phone 202-586-6966 and press #1 for diesel prices) or on
the World Wide Website (www.eia.doe.gov and click on petroleum and then weekly
averages) National Average. This will be applied on all shipments beginning the
following Monday. For every movement of $.06 (six cents) per gallon in the EIA
fuel index, the fuel surcharge will be changed upwards or downwards by 1% (one
percent) as illustrated below. Levels must remain for a sustained period, four
(4) weeks average before SHIPPER will agree to pay.

Four Week Average Fuel Price

Surcharge(In dollars and cents)..9490to .0999

- 2 percent1.000 to 1.059

- 1 percent1.060 to 1.119

0 percent1.120 to 1.179

0 percent1.180 to 1.239

0 percent1.240 to 1.299

+ 1 percent1.300 to 1.359

+ 2 percentAnd so forth




SHIPPER:

CARRIER:COORS BREWING COMPANYBy


ByTitle
Mgr, Corp trans

TitleDate:
5/26/05

Date:




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APPENDIX A-X 2005

ACCESSORIAL CHARGES AND SHIPPING RULES

This Appendix A-X 2005 for Standard
Charges and Shipping Rules ("Appendix"), effective as of January 1, 2005 (the
"Effective Date") is by and between the undersigned carrier ("Carrier") and
COORS BREWING COMPANY, a Colorado corporation ("Shipper").

1.     Scope of Appendix. This Appendix is appended to the
Motor Carrier Carriage Agreement in effect between the parties hereto (the
"Agreement") and replaces and supersedes the previous appendix entered into
between Shipper and Carrier on January 4, 2004. This Appendix applies to
accessorial charges only and except for the replacement of such appendix, does
not modify or supersede any other appendix pertaining to base shipping rates and
charges under the Agreement. All currency is quoted in U.S. dollars.

2.     Appendix Numbering. For purposes of the Agreement, "X"
shall be deemed to mean the next sequential number following the Appendix or
Appendices to the Agreement numbered A-I, A-2 and so forth that have been
executed by the parties hereto prior to the date of this Appendix, and "2005"
shall designate that this Appendix is applicable to the calendar year 2005.

3.     Accessorial Charges. The following accessorial charges
shall apply to shipments made by Shipper during the calendar year 2005.

3.1     Loading/Unloading.
Shipper shall be responsible for loading and counting all freight at the origin
point, and Shipper's consignee shall unload and count all freight at the
delivery point. Accordingly, Shipper shall not be charged by Carrier for
loading, unloading, including lumper charges, or counting freight.

3.2     Out-of-Route Mileage
Charge. Carrier shall be paid $1.25 per mile for all out-of-route miles.
Applicable mileage will be determined from the Household Goods Carriers' Bureau
Committee's "Official Transportation Mileage Guide No. 17" (STB HGB 100-F),
supplements thereto and revisions thereof, as computed by the Rand McNally
Milemaker System, Version 17, revisions or reissues thereof (Shortest HGB
Distance).

3.3     Truck Order Not Used. If
Carrier is actually dispatched to Shipper upon Shipper's order but such order is
cancelled by Shipper or not used, Carrier may charge Shipper a flat rate of$125,
provided that Carrier's driver is not given another order by Shipper.

3.4     Detention Time. Carrier
and Shipper agree that Carrier shall not charge Shipper for an initial period of
time up to two hours that Carrier is detained at Shipper or consignee's premises
for loading/unloading. After such initial two-hour period, Carrier may charge
Shipper for any detention time in excess of the initial two-hour period at a
rate of $60 per hour with a maximum charge of$420 for the next twenty-four hour
period, and thereafter may charge Shipper a maximum charge of $250 per day for
each additional twenty-four hour period. Carrier must arrive within 15 minutes
of its scheduled appointment to qualify for detention time
payments.

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3.5
 Stop Charges. Shipper will pay Carrier for multiple delivery stops in
accordance with the following rate schedule:

Origin Pickup and Final Destination:
No ChargeFirst additional stop
$ 75Second additional stop
$100Third additional stop
$150




4.     Returned/Refused
Shipments. Carrier shall notify Shipper of any returned or refused
shipments. For all such shipments, Carrier shall be paid the applicable contract
rate to haul such shipment back to the shipment's origin or such new location as
is designated by Shipper.

5.     Invoicingof
Accessorial Charges. Accessorial charges shall be invoiced
separately by Carrier with the appropriate backup paperwork attached.
Attachments should include a copy of the signed Bill Of Lading and a copy of the
carrier delivery log.

6.     Term. The
term of this Appendix A-X 2005 shall be January 1, 2005 through December 31,
2005 unless otherwise extended by the parties hereto.

7.
 Enforceability Either Party's failure in anyone or more
instances to insist upon strict performance of any of the terms and conditions
of the Agreement or to exercise any right herein conferred shall not be
construed as a waiver or relinquishment of that right or of that Party's right
to assert or rely upon the terms and conditions of the Agreement. Any express
waiver of a term of the Agreement shall not be binding and effective unless made
in writing and properly executed by the waiving Party.

8.     Ratification:
Conflicts. Except as specifically amended herein, all tenns and
conditions of the Agreement remain in full force and effect. In the event of any
conflict between this Appendix and the Agreement, this Appendix will govern.

IN WITNESS WHEREOF, CARRIER and
SHIPPER have executed this Appendix A-X 2005 as of the date(s) of execution
written below their signatures.

Loadsource Locistics. LLC>,

COORS BREWING COMPANY,a[n]Texas corporation

a CoJorado corporation




Date:



Date:
5/26/05By:




By:Title:



Title:
Manager, Corporate Transportation




69