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                                                                   EXHIBIT 10.32

                                  BILL OF SALE,

                            ASSIGNMENT OF CONTRACTS,

                                       AND

                              ASSUMPTION AGREEMENT

                                 BY AND BETWEEN

                         CAROLINA TRUCK CONNECTION, INC
                         ------------------------------
                          A NORTH CAROLINA CORPORATION

                                   ("SELLER")

                                       AND

                                   XRG, INC.,
                             ----------------------
                             A DELAWARE CORPORATION

                                    ("BUYER")

                         EFFECTIVE ______________, 2004

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                                  BILL OF SALE,

                            ASSIGNMENT OF CONTRACTS,

                            AND ASSUMPTION AGREEMENT

      THIS BILL OF SALE, ASSIGNMENT OF CONTRACTS, AND ASSUMPTION AGREEMENT is
made as of the ___ day of __________, 200_, and is effective as of the 1___ day
of __________. 200_, by and between Carolina Truck Connection, a North Carolina
corporation ("Seller"), and XRG, Inc.., a Delaware corporation ("Buyer").

                              W I T N E S S E T H:

      WHEREAS, Seller and Buyer have entered into, executed and delivered an
Asset Purchase Agreement dated ________________, 200_ (the "Agreement"), wherein
Seller has agreed to sell and Buyer has agreed to purchase the Assets of Seller,
and Seller has agreed to assign to Buyer certain of its contracts, agreements
and leases and all rights thereunder, and Buyer has agreed to assume certain
liabilities of Seller regarding the Assets, contracts, agreements and leases, as
hereinafter described and defined; and

      WHEREAS, this Bill of Sale, Assignment of Contracts and Assumption
Agreement (collectively, "Bill of Sale") is being executed and delivered in
order to effect: (i) the transfer of the Assets to Buyer; (ii) the assignment of
contracts, agreements and leases and all rights thereunder; and (iii) the
assumption by Buyer of certain liabilities of Seller;

      NOW, THEREFORE, in consideration of Ten and 00/100 Dollars ($10.00) and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

      1. Sale and Transfer. Seller hereby sells, assigns, transfers, conveys,
sets over and delivers to Buyer certain of the tangible and intangible assets of
Seller, and all rights and interests which are owned by Seller located at
Seller's place of business, and certain of the tangible and intangible assets
and all rights and interests used or intended to be used in the operation of
Seller's business as of the date of the Agreement (collectively, "Assets"), and
all existing warranties with respect to the Assets. The Assets shall include,
but shall not be limited to, all property and assets described in the following
categories:

                  (a) All cash, accounts receivable, tangible personal property,
equipment and inventory of every description and kind used or useful or intended
to be used in the operation of the Seller's business as listed on Exhibit "A"
attached hereto and incorporated herein by reference, which specifies the
quantity and location of each item ("Tangible Personal Property").

                  (b) All of Seller's right, title and interest under all
contracts, agreements, and leases to which the Seller is a party and which
relate to the operation of Seller's business.

                  (c) All assignable license, permits, certificates,
authorizations, warranties and franchises necessary to operate and conduct the
Seller's business, including, but not limited to, any authorizations required by
law, and all written waivers of any requirements pertaining to such licenses,
permits, certificates, authorizations and franchises.

                  (d) All trade names, trademarks, service marks, copyrighted or
copyrightable materials, manuals, forms, policies and procedures owned by Seller
and used, useful or intended to be used in the operation of the Seller's
business as of the date of the Agreement, including, without limitation, the
names "_________________".


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      All Tangible Personal Property, including but not limited to all
machinery, equipment, furniture, fixtures and tools included in the Assets as
set forth in Exhibit "A" attached hereto and incorporated herein by reference
are in good operating condition, reasonable wear and tear in ordinary usage
excepted. Such Tangible Personal Property includes all material properties
necessary to conduct in all material respects the operations of Seller's
operations as now conducted.

      The Assets are subject to no encumbrances, easements, charges, adverse
claims, likens, mortgages, security interests, or liabilities whatsoever, except
those as set forth in Exhibit "B" attached hereto and incorporated herein by
reference (collectively, the "Permitted Obligations"), of which Buyer will
assume. Buyer shall assume no other obligation of Seller unless identified on
Exhibit "B".

      2. Assumption of Permitted Obligations. Buyer hereby assumes the Permitted
Obligations of Seller relating to the operation of Seller's business, as more
particularly described in Exhibit "B".

      TO HAVE AND TO HOLD unto Buyer, its successors and assigns forever.

      This Bill of Sale is an absolute conveyance, the Seller having sold the
property to Buyer for a fair and adequate consideration.

      Seller declares and acknowledges that this conveyance is made freely and
fairly, and that there are no agreements, oral or written, other than the
Agreement and this Bill of Sale, Assignment of Contracts and Assumption
Agreement between Seller and Buyer with respect to the Assets.

      Seller hereby covenants to and with Buyer that Seller is the lawful owner
of the Assets; that the Assets are free from all encumbrances whatsoever, except
as disclosed in the Agreement and in Exhibit "B"; that Seller has good right and
lawful authority to sell the Assets; and that Seller will warrant and defend the
sale of the Assets hereby made unto Buyer against the lawful claims and demands
of all persons and entities whomsoever.

      IN WITNESS WHEREOF, this Bill of Sale, Assignment of Contracts and
Assumption Agreement has been duly executed and delivered by the duly authorized
officers of Seller and Buyer as of the date first above written.

WITNESSES:                                 SELLER:
                                           Carolina Truck Connection, Inc.,
                                           a North Carolina corporation

__________________________________         By:__________________________________
Print Name: ______________________         Print Name:__________________________
                                           As:__________________________________
__________________________________
Print Name: ______________________

WITNESSES:                                 BUYER:
                                           XRG, Inc.,
                                           a Delaware corporation

__________________________________         By:__________________________________
Print Name: ______________________         Its:_________________________________

__________________________________
Print Name: ______________________

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STATE OF _____________)
COUNTY OF ____________)

      The foregoing instrument was acknowledged before me this _____ day of
___________ 200__, by ______________________ as _____________________ of
_________________, a _____________ corporation, on behalf of said corporation,
who is personally known to me, or who produced a ______________________________
as identification.

                                           _____________________________________
                                           Notary Public
                                           Print Name:__________________________
                                           My Commission Expires:
STATE OF ______________)
COUNTY OF _____________)

      The foregoing instrument was acknowledged before me this _____ day of
___________, 200_, by ______________________, as ______________ of
____________________________., a ___________ corporation, who is personally
known to me, or who produced a __________________________ as identification.

                                           _____________________________________
                                           Notary Public
                                           Print Name:__________________________
                                           My Commission Expires:

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                                   EXHIBIT "A"

                                     ASSETS

                                [TO BE SUPPLIED]

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                                   EXHIBIT "B"

                              PERMITTED OBLIGATIONS

                                [TO BE SUPPLIED]