**Exhibit 99.3**

 

SERVICE AGREEMENT

 

This Service Agreement is madeas of the 1st day of March 2003, by and between Innovative Personnel Solutions,Inc., an Indiana corporation qualified and licensed to do business in Indiana(hereinafter referred to as “IPS”) and Gasel Transportation, Inc. hereinafterreferred to as “Customer”) and whose Federal Tax Identification No.is:                     

----

WITNESSETH:

 

A. IPS is in the business ofleasing its employees to various businesses.

 

B. Customer desires to leaseemployees of IPS to assist Customer in the operation of its business on theterms and conditions herein contained

 

C. IPS desires to lease itsemployees to Customer on the terms and conditions herein contained

 

NOW, THEREFORE, IPS andCustomer agree as follows:

 

**1. Lease of Employees**

 

**1.1 Term of LeasePeriod**

 

Commencing on1st day of March 2003, Customer shall lease from IPS, IPS’ employees inaccordance with the terms and conditions set forth herein. This Agreement shallcontinue in force and effect for successive one-year terms until terminated byeither party, subject to the provisions of Section 6.8 herein.

 

**2. Obligations of IPS**

 

**2.1 Supplying andSupervising of Personnel**

 

IPS shalllease personnel to Customer in accordance with Customer’s expressed needs. IPSreserves the right to hire or refuse to hire any person making application toIPS for employment, whether or not referred by Customer, provided such refusaldoes not violate Sections 4.1 and 4.4 of this Agreement and Customeracknowledges IPS’ status as co employer of the employees leased by Customer.

 

**2.2 Payroll**

 

IPS shall beresponsible for the payment, processing and issuance of the employee’ paychecks.

 

**2.3 Payroll Taxes**

 

IPS shall beresponsible for withholding and payment of all payroll taxes including incometax, social security tax, unemployment contribution and other payroll taxes asmay be required under State and Federal laws with respect to employees leasedto Customer. As to such payroll taxes, IPS shall prepare and timely file with theproper governmental agencies or authorities all required returns and reports.IPS hereby agrees to comply with its obligations stated herein, providedreasonable prior written notice of such failure and request for payment its(sic) given to IPS by Customer.

 

----

 

**2.4 Worker’sCompensation Insurance**

 

If customerchooses, IPS shall obtain and pay the costs of providing all necessary andlegally required Worker’s Compensation insurance and shall manage worker’scompensation claims. IPS shall furnish to Customer a Certificate of Insuranceevidencing the issuance to IPS and maintenance of IPS policies providing suchcoverage. IPS hereby agrees to indemnify and save Customer harmless from andagainst all workers’ compensation claims brought against Customer by anyemployee(s) leased by Customer from IPS.

 

Customer shallnotify IPS immediately upon becoming aware of any injury that may result in aworker’s compensation claim, and shall be prohibited from administering orotherwise managing such claim. Claim management and administrations shall bethe sole responsibility of IPS with Customer providing assistance as requestedby IPS.

 

If customer sochooses, it can continue working with it’s own worker’s compensation carrier.IPS will agree to collect and submit worker’s compensation payments tocustomer’s insurance carrier as often as required. IPS will assist customer andinsurance carrier with payroll audits to ensure accuracy of’ premium payments.Any additional premiums or refunds would be determined by the method chosen bythe customer. Customer may also choose to pay the premium direct to it’s (sic)insurance carrier. Customer would be required to provide IPS with a certificateof coverage. Customer would be responsible for reporting all injuries to itsinsurance carrier.

 

**2.5 Medical Insurance**

 

All IPSemployees leased to Customer shall be eligible to procure medical insurancethrough a group plan provided by IPS unless disqualified by the insurer orunless insurance is otherwise made available. The allocation of the cost ofsaid plan shall be in accordance with Schedule B attached hereto. Theprovisions of this schedule will be reviewed and may be changed following thechanges in insurance requirements or cost. The Customer will determine the eligibility date of coverage for itsleased employees and Customer must submit a census of all employees to IPS forsubmission to IPS’ insurance provider.

 

**3.****Obligationsof Customer**

 

**3.1Employee Information**

 

For all formeremployees of Customer that Customer refers to IPS for possible employmentCustomer shall allow IPS to obtain information and documentation regarding suchformer employees, including, but not limited to, applications, W-4 forms, I-9Forms, cafeteria plan election forms, and information regarding each employee’sjob class, rate of pay, legally required withholdings and deductions.

 

At the end ofeach work week, but in no event less than seventy-two (72) hours prior to thedate upon which IPS is obligated to issue payroll to the employees coveredhereby, Customer shall fax to IPS data which IPS intends to use as a base foreach employee’s compensation. IPS shall than send to Customer an invoice forpayment of an amount calculated by multiplying the total gross wages eachclassification of employees has earned by the applicable factor set forth inSchedule A attached hereto. Within twenty-four (24) hours of the telefaxtransmission of such invoice to

 

2

----

 

Customer, butin no event later than the time required for IPS to receive funds by 4:00 P.MEastern time of the day the payroll is to be sent to Customer, Customer shallby wire transfer, or check, pay the amount billed to IPS or its designatedbank. If customers payment is deemed insufficient by IPS’ designated bankCustomer will be required to provide certified funds immediately upon requestand pay a $25.00 fee plus any charges IPS is required to pay to its designatedbank.

 

The factorsset forth in Schedule A are subject to adjustment by IPS, following noticethereof to Customer, based upon changes in Local, State and/or Federallemployment laws or changes in insurance requirements or costs.

 

**3.3 LiabilityInsurance**

 

Customer shallobtain and maintain in full force and effect during the term of the Agreementin limits not less than $1,000,000 per occurrence, comprehensive generalliability and property damage insurance with respect to the use or operation ofequipment or property owned, possessed, transported or leased by Customer, andCustomer shall assume full liability to the public for the use or operationthereof. If operating motor vehicles, Customer shall maintain all insurance, aswell as property damage/auto liability coverage, at limits as required by theInterstate Commerce Commission. Customer shall have IPS named as an additionalinsured on all general liability and auto liability policies.

 

**3.4 Costs ofRegulatory Compliance**

 

Except asotherwise specified herein, as between IPS and Customer, Customer shall bearthe costs and expenses relating to keeping the work environment and equipmentin compliance with any and all federal, state, and local laws and regulations.

 

**3.5 Employee Wages**

 

Customerwarrants that it will gather and accurately report to IPS data, including wagerates, hours worked or miles driven, bonuses, vacation entitlement, etc., whichforms the basis of each employee’s compensation. Customer further agrees tomaintain such records for the periods of time required by law.

 

**3.6 CollectiveBargaining**

 

Customer andIPS shall agree as to each other’s responsibility for negotiating the terms ofany necessary collective bargaining agreement with bargaining representativesof employees and will handle any and all administration or labor-relatedmatters pursuant to such agreements including, but not limited to grievances,wages, benefits, hours, working conditions and other related items. Customershall immediately (within one day whenever possible) notify IPS of allorganizing and collective bargaining matters.

 

**4. Obligations of Both Parties**

 

**4.1Regulatory Compliance**

 

IPS andCustomer shall comply with all federal, state and local employment laws andregulations.

 

3

----

 

**4.2 Unlawful Acts**

 

Neither partyhereto shall require any employee leased hereunder to do any lawful act.

 

**4.3 Withholding NotPermitted**

 

Neither partyshall make or effect any deduction or withholding from the pay of any employeeleased hereunder except for deduction or withholdings required or permitted bylaw and except for any deduction or withholding to which the employee consentsby a signed writing which specifies the reason for, date of, and amount of suchdeduction or withholding. This provision shall not apply to any applicable perdiem related adjustments.

 

**4.4 Discrimination**

 

The partiesagree that as to employment covered by this Agreement, there will be nounlawful discrimination against any employee or applicant on the basis of age,race, creed, religion, sex, color, national origin, handicap, veteran status,union affiliation, actual or perceived disability of employee or applicant orfamily member thereof or any other similar legally protected status.

 

**4.5 Cooperation inDefense**

 

To the extentthat their interests do not conflict, the parties agree to cooperate in thedefense of any claim brought against either or both of the parties on the basisof the relationship created by the parties hereunder. However, this provisionshall in no way alter the responsibilities of each party as otherwise set forthherein.

 

**4.6 EmployeeNotification**

 

Upon inceptionor termination of this Agreement, IPS and Customer shall immediately inform theemployees leased hereunder of the status of the relationship of the partieshereto.

 

**4.7 Termination of aSpecific Employee Lease**

 

IPS shall havethe exclusive right to terminate employees covered by this Agreement.Immediately upon notice from Customer of its decision to no longer lease anyspecific IPS employee, Customer shall provide fax notice to IPS operationsdepartment, listing by name, social security number and reason for itsdecision. Immediately upon termination of any employee by IPS for any reason,IPS shall provide fax notice to Customer’s operation department listing thename, social security number and reason for termination of such employee.

 

**5. Indemnification’s**

 

**5.1 Indemnificationfor matters relating to Persons who are not Employees of Customer.**

 

IPS shallassume complete and exclusive responsibility for all matters pertaining to allpersons hired by IPS including, but not limited to, those leased to Customer.IPS shall indemnify Customer from and against damages directly resulting fromclaims or demands of such persons.

 

4

----

 

**5.2 Indemnificationfor matters relating to Persons who are not Employees of IPS**

 

Customer shallassume complete and exclusive responsibility for all matters pertaining to thefollowing categories of persons: all persons (a) hired by Customer and (b) onCustomer’s payroll. Customer shall unconditionally indemnify IPS, its agents,shareholders, officers, directors, assigns, and representatives, for and holdthem harmless from and against any costs, expenses, fees, settlements,judgments, losses or damages of whatsoever nature incurred as a result of orarising from claims or demands relating to such persons.

 

**5.3 Indemnificationfor Employee Benefit Matter**

 

Each partyshall assume complete and exclusive responsibility for all matters including,but not limited to, ERISA, tax and COBRA matters, pertaining to employeewelfare or benefit plans sponsored, offered, or administered by such party.Each party shall unconditionally indemnify the other party, its agents,shareholders, officers, directors, assigns and representatives for and holdthem harmless from and against any and all costs, expenses, fees, settlements,judgments, losses or damages of whatsoever nature, incurred as a result of orarising from claims or demands relating to such plans.

 

**5.4 Indemnificationof Certain Payroll Deductions**

 

Customeracknowledges and agrees that certain non-tax related deductions recorded onemployee check stubs, including deductions for Customer sponsored benefitplans, or certain advances, are for monies due from the employee to Customer.Such deductions will be noted on the invoice submitted by IPS to Customer andwill be reimbursed to Customer by deducting them from the gross amount due IPSby Customer. Customer is solely and exclusively responsible for such monies.Customer further agrees to provide certified proof to IPS upon request by IPSthat such monies are properly maintained and remitted to the appropriatepersons or entities at the appropriate times or otherwise demonstrated, to thesatisfaction of IPS that Customer has maintained, deposited or remitted saidmonies to the appropriate persons or entities at the appropriate times.Customer shall unconditionally indemnify IPS, its agents, shareholders,non-leased employees, officers, directors, assigns, insurers andrepresentatives for and hold them harmless from and against any costs,expenses, fees, settlements, judgments, losses or damages or whatever natureincurred as a result of or arising from claims or demands relating to suchmonies.

 

**5.5 Indemnificationfor Acts or Omissions of Customer**

 

Customeragrees that it shall indemnify IPS for any of Customer’s, or it agent’s, actsor omissions that result in damages, cost or expenses for which IPS is or maybe held liable. Such indemnification shall include reimbursement to IPS of allIPS’ expenditures and prepayment of all expenditures reasonably expected to beincurred by IPS.

 

5

----

 

**6. General Provisions**

 

**6.1 1ndependentContractor Relationship**

 

IPS shall bean independent contractor of Customer and shall not be its principal, director,agent, master, servant, employer or employee.

 

**6.2 Third PartyBeneficiaries**

 

The partiesacknowledge and agree that no parties other than the parties hereto areintended to benefit hereunder.

 

**6.3 Direction andControl of Employees**

 

IPS shall havethe right to direct, control, discipline, terminate, promote, set wages for,reassign and reward each of the employees it leases to Customer. Such actionswill be governed by IPS’ employee handbook. IPS shall have at least onesupervisor at the Customer’s principal place of business that shall beresponsible for the day to day direction, control and supervision of all leasedemployees.

 

**6.4 Condition forBecome Employee of IPS**

 

No personshall become an employee of IPS until IPS corporate headquarters has receivedsuch person’s signed and completed application, I-9 and W-4 forms, payroll dataand payment according to the rate assigned to such person as provided onSchedule A.

 

**6.5 Benefit orWelfare Plan**

 

Customeracknowledges that IPS has an employee welfare plan available for its employees.If Customer does not desire the employees leased hereunder to enroll in suchplan, it acknowledges that IPS will not offer enrollment to any of theemployees leased hereunder.

 

**6.6 Limitation ofServices**

 

IPS will onlyprovide those services specified herein and no other services shall be providedor implied, including without limitation, any strategic, operational or otherbusiness-related decisions with regard to Customer business. IPS will provideno equipment to the employees.

 

**6.7 Right to InspectPremises**

 

IPS or agentsof IPS shall have the right but not the obligation to inspect the premises ofCustomer at mutually agreeable times (but in any event within three businessdays of such request) to make recommendations pertaining to job safety. It isagreed and understood that IPS, in either inspecting or not inspecting theCustomer premises for safety purposes, assumes neither liability norresponsibility for any unsafe working condition, which may exist. Should Customerfail to comply with any recommendations pertaining to job safety made by IPS,such failure shall constitute grounds for immediate termination of thisAgreement.

 

**6.8 Termination**

 

Either IPS orCustomer may immediately terminate this Agreement in the event of breach by theother of any of the terms of this Agreement.  In addition, IPS may

 

6

----

 

immediatelyterminate this Agreement if, in its sole discretion, determines that a materialadverse change has occurred in the financial condition of Customer, or thatCustomer is unable to pay its debts as they become due in the ordinary courseof business. Customer agrees to notify IPS of its insolvency or its intentionto file bankruptcy or close its business.

 

Either partymay terminate this Agreement without cause upon thirty (30) days writtennotice.

 

If Customerterminates this Agreement without cause but fails to give IPS thirty (30) dayswritten notice, Customer will remit to IPS the equivalent of thirty (30) daysof administrative fees. These administrative fees will be calculated based onthe average monthly administrative fees charged over the past twelve (12)months or if less than twelve (12) months, then the average monthlyadministrative fee charged to date. These administrative fees will be due toIPS no later than fourteen (14) days after termination.

 

If IPSterminates this Agreement without cause but fails to give Customer thirty (30)days written notice, IPS will remit to Customer the equivalent of thirty (30)days of administrative fees. These administrative fees will be calculated basedon the average monthly administrative fees charged over the past twelve (12)months or if less than twelve (12) months, then the average monthlyadministrative fee charged to date. These administrative fees will be due toCustomer no later than fourteen (l4) days alter termination.

 

The obligationof either party to notify, defend and save harmless the other under the termsof this Agreement shall continue after the termination hereof with respect toevents occurring prior to such termination.

 

Upon thevoiding of this Agreement or the termination hereof by either party, bothparties agree to promptly surrender and return to the other party any and allcertificates or binders of insurance previously received from the other party.

 

**6.9 Notices**

 

All noticeswhich are required or may be given with respect to this Agreement shall beproperly made if delivered in writing personally or sent by US Mail address tothe party at its address shown below:

 
| **IPS**                                |   | **Customer**                  |
|----------------------------------------|--------|-------------------------------|
|                                   |   |                          |
| **Innovative Personnel Solutions Inc** |   | **Gasel Transportation Inc**. |
|                                   |   |                          |
| 1615 Spring  Street, Suite C           |   | Rt 4 Box  181A                |
|                                   |   |                          |
| Jeffersonville  IN 47130               |   | Marietta OH  45750            |

 

6.10 Assignability

 

This Agreementshall be binding upon and inure to the benefit of the successors and assigns ofthe parties hereto, but may not be assigned by either party until suchassignment shall have been consented to in writing signed by the parties.

 

7

----

 

**6.11 No Waiver ofRights**

 

The failure ofeither party strictly to enforce any provision hereof shall not be construed asa waiver thereof or as excusing either party from future performances in strictaccordance with the provisions of this Agreement

 

**6.12  Applicable Law**

 

This agreementshall be determined to be a contract made within the State of Indiana and forall purposes shall be governed and construed under and in accordance with thelaws of the State of Indiana.

 

**6.13 BusinessInterruption**

 

Neither partyshall be liable to the other for any loss of business or any other damage,including but not limited to, profits, good will, special, incidental orconsequential damage, which results from performance of each party’sobligations hereunder.

 

**6.14 Time of’Performance**

 

Time is of theessence with respect to performance of all obligations set forth herein.

 

**6.15 Integration**

 

This document,together with the schedule(s) attached hereto, constitutes the full, complete,absolute and entire agreement between the parties. There are no oralrepresentations, agreements or understandings affecting the same and anyfurther such representations, agreements, understandings or waivers, in orderto be binding upon the parties thereto, must be reduced to writing and signedby the parties.

 

IN WITNESS WHEREOF, the partieshave executed this Agreement as of the day and year set forth above.

 

**Innovative Personnel Solutions, Inc.**

 
| Attest:                            |                                  |
|------------------------------------|---------------------------------------|
|                               |                                  |
| /s/ Douglas  L. Briscoe            |                                  |   |
|                               |                                  |
| DOUGLAS L.  BRISCOE                |                                  |
|                               |                                  |
| President                          |                                  |
|                               |                                  |
| **“Customer”**           |                                  |
|                               |                                  |
| /s/ M J Post  Pres                 |                                  | Michael J  Post |   |
|                               |                                  |
| President/Officer/Owner  Signature | Printed Name  President/Officer/Owner |
|                               |                                  |
| Gasel  Transportation Inc.         |                                  |
|                                    |                                       |  |  |  |

 

8

----

 

SCHEDULE “A”

 

VARIABLE COST

 

The following formula shall beused in calculating the Variable Cost of employment services on a weekly basis:

 

Total employees’ gross payrollmultiplied by a factor of:

 

| **FACTOR**                      |   | **DESCRIPTION**                              |   |
|---------------------------------|--------|----------------------------------------------|--------|
| 7.65%                           |   | FICATaxes                                    |   |
| 0.80%                           |   | FUTA Taxes                                   |   |
| 2.7%                            |   | SUTA Taxes                                   |   |
| 4.41%                           |   | Drivers & Mechanics W/C Rate             |   |
| 0.19%                           |   | Clerical W/C Rate                            |   |
| 1.85%                           |   | Administrative Fees                          |   |
|                            |   |                                         |   |
| $15.50 per Airborne Express Pak |   | Payroll Shipping Charges (subject to change) |   |

 
| **Innovative Personnel Solutions, Inc.** |                             |    |
|------------------------------------------|----------------------------------|---------|
|                                     |                             |    |
|                                     |                             |    |   |
|                                     |                             |    |
| /s/ Douglas  L. Briscoe                  |                             |    | Attest: |   |
|                                     |                             |    |
| DOUGLAS L.  BRISCOE                      |                             |    |
|                                     |                             |    |
| President                                |                             |    |
|                                     |                             |    |
| **“Customer”**                 |                             |    |
|                                     |                             |    |
|                                     |                             | Attest: |   |
|                                     |                             |    |
| /s/ M J Post  Pres                       |                             |    |   |   |
|                                     |                             |    |
| President  Officer/Owner Signature       | [ Name  Presidcnt/Officer/Qwner] |    |
|                                     |                             |    |
| Gasel  Transportation                    |                             |    |
|                                          |                                  |         |  |  |  |  |

 

9

----