**Exhibit 99.3**

 

SERVICEAGREEMENT

 

This Service Agreement is made as of the 1stday of March 2003, by and between Innovative Personnel Solutions, Inc., anIndiana 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:

 

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WITNESSETH:

 

A. IPS is in the business of leasing itsemployees to various businesses.

 

B. Customer desires to lease employees of IPSto assist Customer in the operation of its business on the terms and conditionsherein contained

 

C. IPS desires to lease its employees toCustomer on the terms and conditions herein contained

 

NOW, THEREFORE, IPS and Customer agree asfollows:

 

**1. Lease of Employees**

 

**1.1 Term of Lease Period**

 

Commencing on 1st day ofMarch 2003, Customer shall lease from IPS, IPS’ employees in accordance withthe terms and conditions set forth herein. This Agreement shall continue inforce and effect for successive one-year terms until terminated by eitherparty, subject to the provisions of Section 6.8 herein.

 

**2. Obligations of IPS**

 

**2.1 Supplying and Supervising ofPersonnel**

 

IPS shall lease personnel toCustomer in accordance with Customer’s expressed needs. IPS reserves the rightto hire or refuse to hire any person making application to IPS for employment,whether or not referred by Customer, provided such refusal does not violateSections 4.1 and 4.4 of this Agreement and Customer acknowledges IPS’ status asco employer of the employees leased by Customer.

 

**2.2 Payroll**

 

IPS shall be responsible forthe payment, processing and issuance of the employee’ pay checks.

 

**2.3 Payroll Taxes**

 

IPS shall be responsible forwithholding and payment of all payroll taxes including income tax, socialsecurity tax, unemployment contribution and other payroll taxes as may berequired under State and Federal laws with respect to employees leased toCustomer. 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.

 

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**2.4 Worker’s Compensation Insurance**

 

If customer chooses, IPSshall obtain and pay the costs of providing all necessary and legally requiredWorker’s Compensation insurance and shall manage worker’s compensation claims.IPS shall furnish to Customer a Certificate of Insurance evidencing theissuance to IPS and maintenance of IPS policies providing such coverage. IPShereby agrees to indemnify and save Customer harmless from and against allworkers’ compensation claims brought against Customer by any employee(s) leasedby Customer from IPS.

 

Customer shall notify IPSimmediately upon becoming aware of any injury that may result in a worker’scompensation claim, and shall be prohibited from administering or otherwisemanaging such claim. Claim management and administrations shall be the soleresponsibility of IPS with Customer providing assistance as requested by IPS.

 

If customer so chooses, itcan continue working with it’s own worker’s compensation carrier. IPS willagree to collect and submit worker’s compensation payments to customer’sinsurance carrier as often as required. IPS will assist customer and insurancecarrier with payroll audits to ensure accuracy of’ premium payments. Anyadditional premiums or refunds would be determined by the method chosen by the customer.Customer may also choose to pay the premium direct to it’s (sic) insurancecarrier. Customer would be required to provide IPS with a certificate ofcoverage. Customer would be responsible for reporting all injuries to itsinsurance carrier.

 

**2.5 Medical Insurance**

 

All IPS employees leased toCustomer shall be eligible to procure medical insurance through a group planprovided by IPS unless disqualified by the insurer or unless insurance isotherwise made available. The allocation of the cost of said plan shall be inaccordance with Schedule B attached hereto. The provisions of this schedulewill be reviewed and may be changed following the changes in insurancerequirements or cost.  The Customer willdetermine the eligibility date of coverage for its leased employees andCustomer must submit a census of all employees to IPS for submission to IPS’insurance provider.

 

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

 

**3.1****Employee Information**

 

For all former employees ofCustomer that Customer refers to IPS for possible employment Customer shallallow IPS to obtain information and documentation regarding such formeremployees, including, but not limited to, applications, W-4 forms, I-9 Forms,cafeteria plan election forms, and information regarding each employee’s jobclass, rate of pay, legally required withholdings and deductions.

 

At the end of each workweek, but in no event less than seventy-two (72) hours prior to the date uponwhich IPS is obligated to issue payroll to the employees covered hereby,Customer shall fax to IPS data which IPS intends to use as a base for eachemployee’s compensation. IPS shall than send to Customer an invoice for paymentof 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

 

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Customer, but in no eventlater than the time required for IPS to receive funds by 4:00 P.M Eastern timeof the day the payroll is to be sent to Customer, Customer shall by wiretransfer, or check, pay the amount billed to IPS or its designated bank. Ifcustomers payment is deemed insufficient by IPS’ designated bank Customer willbe required to provide certified funds immediately upon request and pay a$25.00 fee plus any charges IPS is required to pay to its designated bank.

 

The factors set forth inSchedule A are subject to adjustment by IPS, following notice thereof toCustomer, based upon changes in Local, State and/or Federall employment laws orchanges in insurance requirements or costs.

 

**3.3 Liability Insurance**

 

Customer shall obtain andmaintain in full force and effect during the term of the Agreement in limitsnot less than $1,000,000 per occurrence, comprehensive general liability andproperty damage insurance with respect to the use or operation of equipment orproperty owned, possessed, transported or leased by Customer, and Customershall assume full liability to the public for the use or operation thereof. Ifoperating motor vehicles, Customer shall maintain all insurance, as well asproperty 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 of Regulatory Compliance**

 

Except as otherwisespecified herein, as between IPS and Customer, Customer shall bear the costsand expenses relating to keeping the work environment and equipment incompliance with any and all federal, state, and local laws and regulations.

 

**3.5 Employee Wages**

 

Customer warrants that itwill gather and accurately report to IPS data, including wage rates, hoursworked or miles driven, bonuses, vacation entitlement, etc., which forms thebasis of each employee’s compensation. Customer further agrees to maintain suchrecords for the periods of time required by law.

 

**3.6 Collective Bargaining**

 

Customer and IPS shall agreeas to each other’s responsibility for negotiating the terms of any necessarycollective bargaining agreement with bargaining representatives of employeesand will handle any and all administration or labor-related matters pursuant tosuch agreements including, but not limited to grievances, wages, benefits,hours, working conditions and other related items. Customer shall immediately(within one day whenever possible) notify IPS of all organizing and collectivebargaining matters.

 

**4. Obligations of Both Parties**

 

**4.1Regulatory Compliance**

 

IPS and Customer shallcomply with all federal, state and local employment laws and regulations.

 

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**4.2 Unlawful Acts**

 

Neither party hereto shallrequire any employee leased hereunder to do any lawful act.

 

**4.3 Withholding Not Permitted**

 

Neither party shall make oreffect any deduction or withholding from the pay of any employee leasedhereunder except for deduction or withholdings required or permitted by law andexcept for any deduction or withholding to which the employee consents by asigned 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 parties agree that as toemployment covered by this Agreement, there will be no unlawful discriminationagainst 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 or family memberthereof or any other similar legally protected status.

 

**4.5 Cooperation in Defense**

 

To the extent that theirinterests do not conflict, the parties agree to cooperate in the defense of anyclaim brought against either or both of the parties on the basis of therelationship created by the parties hereunder. However, this provision shall inno way alter the responsibilities of each party as otherwise set forth herein.

 

**4.6 Employee Notification**

 

Upon inception ortermination of this Agreement, IPS and Customer shall immediately inform the employeesleased hereunder of the status of the relationship of the parties hereto.

 

**4.7 Termination of a SpecificEmployee Lease**

 

IPS shall have the exclusiveright to terminate employees covered by this Agreement. Immediately upon noticefrom Customer of its decision to no longer lease any specific IPS employee,Customer shall provide fax notice to IPS operations department, listing byname, social security number and reason for its decision. Immediately upontermination of any employee by IPS for any reason, IPS shall provide fax noticeto Customer’s operation department listing the name, social security number andreason for termination of such employee.

 

**5. Indemnification’s**

 

**5.1 Indemnification for mattersrelating to Persons who are not Employees of Customer.**

 

IPS shall assume completeand exclusive responsibility for all matters pertaining to all persons hired byIPS including, but not limited to, those leased to Customer. IPS shallindemnify Customer from and against damages directly resulting from claims ordemands of such persons.

 

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**5.2 Indemnification for mattersrelating to Persons who are not Employees of IPS**

 

Customer shall assumecomplete 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 Indemnification for EmployeeBenefit Matter**

 

Each party shall assumecomplete and exclusive responsibility for all matters including, but notlimited to, ERISA, tax and COBRA matters, pertaining to employee welfare orbenefit plans sponsored, offered, or administered by such party. Each partyshall unconditionally indemnify the other party, its agents, shareholders,officers, directors, assigns and representatives for and hold them harmlessfrom and against any and all costs, expenses, fees, settlements, judgments,losses or damages of whatsoever nature, incurred as a result of or arising fromclaims or demands relating to such plans.

 

**5.4 Indemnification of CertainPayroll Deductions**

 

Customer acknowledges andagrees that certain non-tax related deductions recorded on employee checkstubs, including deductions for Customer sponsored benefit plans, or certainadvances, are for monies due from the employee to Customer. Such deductionswill be noted on the invoice submitted by IPS to Customer and will bereimbursed to Customer by deducting them from the gross amount due IPS byCustomer. 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 Indemnification for Acts orOmissions of Customer**

 

Customer agrees that itshall indemnify IPS for any of Customer’s, or it agent’s, acts or omissionsthat result in damages, cost or expenses for which IPS is or may be heldliable. Such indemnification shall include reimbursement to IPS of all IPS’expenditures and prepayment of all expenditures reasonably expected to beincurred by IPS.

 

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**6. General Provisions**

 

**6.1 1ndependent ContractorRelationship**

 

IPS shall be an independentcontractor of Customer and shall not be its principal, director, agent, master,servant, employer or employee.

 

**6.2 Third Party Beneficiaries**

 

The parties acknowledge andagree that no parties other than the parties hereto are intended to benefithereunder.

 

**6.3 Direction and Control ofEmployees**

 

IPS shall have the right todirect, control, discipline, terminate, promote, set wages for, reassign andreward each of the employees it leases to Customer. Such actions will begoverned by IPS’ employee handbook. IPS shall have at least one supervisor atthe Customer’s principal place of business that shall be responsible for theday to day direction, control and supervision of all leased employees.

 

**6.4 Condition for Become Employeeof IPS**

 

No person shall become an employeeof IPS until IPS corporate headquarters has received such person’s signed andcompleted application, I-9 and W-4 forms, payroll data and payment according tothe rate assigned to such person as provided on Schedule A.

 

**6.5 Benefit or Welfare Plan**

 

Customer acknowledges thatIPS has an employee welfare plan available for its employees. If Customer doesnot desire the employees leased hereunder to enroll in such plan, itacknowledges that IPS will not offer enrollment to any of the employees leased hereunder.

 

**6.6 Limitation of Services**

 

IPS will only provide thoseservices specified herein and no other services shall be provided or 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 Inspect Premises**

 

IPS or agents of IPS shallhave the right but not the obligation to inspect the premises of Customer atmutually agreeable times (but in any event within three business days of suchrequest) to make recommendations pertaining to job safety. It is agreed andunderstood that IPS, in either inspecting or not inspecting the Customerpremises for safety purposes, assumes neither liability nor responsibility forany unsafe working condition, which may exist. Should Customer fail to complywith any recommendations pertaining to job safety made by IPS, such failureshall constitute grounds for immediate termination of this Agreement.

 

**6.8 Termination**

 

Either IPS or Customer mayimmediately terminate this Agreement in the event of breach by the other of anyof the terms of this Agreement.   Inaddition, IPS may

 

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immediately terminate thisAgreement if, in its sole discretion, determines that a material adverse changehas occurred in the financial condition of Customer, or that Customer is unableto pay its debts as they become due in the ordinary course of business.Customer agrees to notify IPS of its insolvency or its intention to filebankruptcy or close its business.

 

Either party may terminatethis Agreement without cause upon thirty (30) days written notice.

 

If Customer terminates thisAgreement without cause but fails to give IPS thirty (30) days written notice,Customer will remit to IPS the equivalent of thirty (30) days of administrativefees. These administrative fees will be calculated based on the average monthlyadministrative fees charged over the past twelve (12) months or if less thantwelve (12) months, then the average monthly administrative fee charged todate. These administrative fees will be due to IPS no later than fourteen (14)days after termination.

 

If IPS terminates thisAgreement without cause but fails to give Customer thirty (30) days writtennotice, IPS will remit to Customer the equivalent of thirty (30) days ofadministrative fees. These administrative fees will be calculated based on theaverage monthly administrative fees charged over the past twelve (12) months orif less than twelve (12) months, then the average monthly administrative feecharged to date. These administrative fees will be due to Customer no laterthan fourteen (l4) days alter termination.

 

The obligation of eitherparty to notify, defend and save harmless the other under the terms of thisAgreement shall continue after the termination hereof with respect to eventsoccurring prior to such termination.

 

Upon the voiding of thisAgreement or the termination hereof by either party, both parties agree topromptly surrender and return to the other party any and all certificates orbinders of insurance previously received from the other party.

 

**6.9 Notices**

 

All notices which arerequired or may be given with respect to this Agreement shall be properly madeif delivered in writing personally or sent by US Mail address to the party atits 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             |

 

6.10Assignability

 

This Agreement shall be bindingupon and inure to the benefit of the successors and assigns of the partieshereto, but may not be assigned by either party until such assignment shallhave been consented to in writing signed by the parties.

 

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**6.11 No Waiver of Rights**

 

The failure of either partystrictly to enforce any provision hereof shall not be construed as a waiverthereof or as excusing either party from future performances in strictaccordance with the provisions of this Agreement

 

**6.12  Applicable Law**

 

This agreement shall bedetermined to be a contract made within the State of Indiana and for allpurposes shall be governed and construed under and in accordance with the lawsof the State of Indiana.

 

**6.13 Business Interruption**

 

Neither party shall beliable to the other for any loss of business or any other damage, including butnot limited to, profits, good will, special, incidental or consequentialdamage, which results from performance of each party’s obligations hereunder.

 

**6.14 Time of’ Performance**

 

Time is of the essence withrespect to performance of all obligations set forth herein.

 

**6.15 Integration**

 

This document, together withthe schedule(s) attached hereto, constitutes the full, complete, absolute andentire agreement between the parties. There are no oral representations,agreements or understandings affecting the same and any further suchrepresentations, agreements, understandings or waivers, in order to be bindingupon the parties thereto, must be reduced to writing and signed by the parties.

 

IN WITNESS WHEREOF, the parties have executedthis 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.          |                                  |
|                                    |                                       |  |  |  |  |  |

 

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SCHEDULE“A”

 

VARIABLECOST

 

The following formula shall be used incalculating the Variable Cost of employment services on a weekly basis:

 

Total employees’ gross payroll multiplied bya 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                     |                             |    |
|                                          |                                  |         |  |  |  |  |  |  |  |  |  |

 

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