[ALLAN M. BLUE LETTERHEAD]

October 17, 2000

Harry Gurwitch, Managing Director
Strategica Services Corporation
701 Brickell Avenue
Suite 2500
Miami, Florida 33131

RE: GASEL TRANSPORTATION LINES, INC.

Dear Harry:

As per our conversation today, the engagement letter agreement between Gasel
Transportation Line, Inc. and Strategica Services Corporation dated October 16,
2000, is to include the following addendum:

     "The exercise price for the warrants as set forth in Paragraph 3 of this
     engagement letter shall not include as a factor in the calculation of the
     price any shares that are sold by the Company upon exercise of warrants
     that are currently outstanding to the directors of the Company."

You should indicate your acceptance of this addendum to the agreement by
signing, dating, and sending a copy of same to Gasel Transportation Lines, Inc.
together with the executed copy of the engagement letter. The engagement letter
is being executed and delivered to you by Gasel Transportation Lines, Inc.
conditioned upon acceptance of this addendum to the agreement by your company.

Sincerely,



Allan M. Blue

Accepted on this the 17th day of October, 2000
by Strategica Services Corporation:


/s/ Harry Gurwitch                            /s/ Kenneth C. Greenberg
--------------------------                    ----------------------------
Harry Gurwitch                                Kenneth C. Greenberg
Managing Director                             Managing Director

<PAGE>

                  [STRATEGICA SERVICES CORPORATION LETTERHEAD]


PERSONAL AND CONFIDENTIAL

Michael Post, President                                         October 16, 2000
Gasel Transportation Line, Inc.


     Re: Strategica Services Corporation or its designee ("Strategica")
     financial advisory agreement with Gasel Transportation, Inc. including any
     affiliates and subsidiaries (collectively or separately "the Company")

Dear Mr. Post:

     This letter sets forth the basic terms of an agreement between Strategica
and the Company. We are hopeful that Strategica's relationship with you will
complement management and add value and synergies for the Company and its
shareholders. Consistent with the foregoing, the parties agree as follows:

     1.   Strategica is hereby retained as the Company's consultant and
          financial advisor for a period of 36 months. During the first 120 days
          from the date of your acceptance of this agreement, Strategica's
          arrangement with the Company shall be on an exclusive basis.
          Thereafter Strategica's relationship shall be on a non-exclusive
          basis. Strategica shall provide its advisory services as to all
          proposals that come before the Company for consideration, whether or
          not arranged or introduced by Strategica.

     2.   Initially, Strategica shall perform certain due diligence on the
          Company, which could include its management, business plan and other
          matters. The Company shall pay to Strategica a non-refundable due
          diligence fee of $20,000 payable simultaneously with the execution of
          this Agreement. Diligence would commence promptly after acceptance of
          this agreement. Even before due diligence is complete and thereafter,
          Strategica shall endeavor to arrange funds for the Company, which
          initially is approximately $2,000,000 (or any other amount accepted by
          the Company) as the initial funding used. From time to time,
          Strategica may also seek to arrange or introduce additional funds,
          business opportunities and relationships for the Company. In addition,
          Strategica may assist the Company in meeting and obtaining

<PAGE>

Michael Post, President
Gasel Transportation Lines, Inc.
September [Illegible], 2000
Page 2


          opportunities sourced by third parties from time to time. The Company
          and its principals agree to cooperate with us in due diligence and in
          all efforts to raise funds and explore business opportunities and
          relationships. Any funding proposal arranged or introduced by
          Strategica may be in the form of debt or equity, or any combination
          thereof. The amount, terms, format and documentation of any funding
          shall be as determined by the funding source.

     3.   A mutually agreeable ownership participation in the overall parent
          entity and subsidiaries will be determined post diligence. The
          Strategica equity will be a meaningful minority portion of all
          classes of equity on a fully diluted basis, in a range between 10%
          to 15%. Strategica equity will be in the form of warrants for five
          years at an exercise price equal to the lower of the market price as
          of the date of this agreement; the prior average ninety-day daily
          market price as of the date of a funding proposal (or a nominal price
          to the extent there is no ascertainable trading market price); or the
          lowest average ninety-day daily market price in effect each quarter
          after the date of this agreement; or the lowest price from time to
          time in which any shares are sold by the Company or are issuable or
          salable by the Company after the date of this agreement. The warrants
          will include anti-dilution provisions, piggyback and demand
          registration rights, cashless exercise provisions and other provisions
          in Strategica standard warrant form. The warrants shall be fully
          earned and issued upon acceptance by the Company of any funding
          proposal directly or indirectly arranged or introduced by Strategica
          that is not abrogated by Strategica or other lending sources prior
          to closing. The anti-dilution right shall be waived for any sales or
          issuance of shares at or above $4.00 per share.

     4.   Upon the Company closing a funding proposal or other transaction
          arranged or introduced or assisted by Strategica directly or
          indirectly, then Strategica shall be paid $3,000 per month for
          advisory services for a 36-month term. Also, for any transactions
          arranged or introduced by Strategica directly or indirectly, the
          Company shall pay to Strategica (a) 4% of the gross amount of any
          debt, (b) 6% of the gross amount of any equity, and (c) 5% of the
          value of any merger, acquisition, bulk asset sale, control block stock
          or other equity sale, divestiture or other similar transactions.
          Advisory services to be performed by Strategica may be rendered on a
          non-exclusive basis after the initial 120-day exclusivity period. The
          fees payable by the Company to any other person or entity shall not
          reduce or otherwise affect any fee payable hereunder to Strategica by
          the Company in accordance with this agreement.

     5.   The Company agrees to pay all Strategica's and any proposed funding
          source's reasonable out-of-pocket costs and any third party fees
          relating to diligence, our business arrangement with you, and any
          proposed funding facility including, without limitation, travel,
          lodging, meals, copies, telephone, printing, legal, investigative,
          document preparation and other fees and expenses, and any fees and
          costs of the ultimate funding source and/or underwriter and their
          respective counsel and the fees and costs of all professionals
          involved with this project. All such payments shall be made upon
          Strategica's request, whether or not any transaction is concluded or
          this

<PAGE>

Michael Post, President
Gasel Transportation Lines, Inc.
September [Illegible], 2000
Page 3


          agreement is terminated. Expenses in excess of $5,000 shall not be
          incurred prior to obtaining written approval from the Company.

     6.   Strategica shall be entitled to designate a board member. The Company
          shall obtain acceptable director and officer insurance, if available.
          If there is no acceptable director and officer insurance or if
          Strategica fails to designate its board members, then Strategica as
          its option will be an advisor to the Board. In any event, Strategica
          shall receive notice of all board, equity holder and committee
          meetings and have the right to receive all meeting materials,
          financial data and other data and the right to participate in all
          discussions.

     7.   The parties acknowledge that Strategica may cause some of its duties
          to be performed under the name of an affiliate and all rights and
          benefits under this agreement in favor of Strategica shall likewise be
          available to any other affiliate.

     8.   The Company is not obligated to consummate any proposed funding or
          other transaction or business opportunity (each a "Transaction"), and
          the Company may determine which Transactions, if any, are in its best
          interests. However, as to any Transaction, if the Company either: (a)
          fails to accept a proposed Transaction arranged or introduced or
          assisted by Strategica and then conducts another Transaction on
          similar or less favorable terms as the proposed Transaction within 12
          months of when presented to the Company; or (b) accepts the terms of a
          Strategica arranged, introduced or assisted Transaction and fails to
          close for any reason; then the fees and equity that would have been
          obtained from closing the Strategica arranged Transaction shall be
          paid to Strategica. The consideration (i.e. fees, equity and rights)
          receivable by Strategica under this Agreement shall not be a factor in
          determining the favorability of the terms of any Transaction to the
          Company and the Company agrees after the exclusivity period, to give
          Strategica the reasonable opportunity to equal or better the terms of
          any third party arranged Transaction. Although the Company may conduct
          discussions with any third parties regarding financing and other
          matters, the Company shall refer all expressions of interest from
          third parties in any financing, transaction or material contract with
          the Company to Strategica promptly after the Company becomes aware of
          it.

     9.   Each party represents that there are no brokers or finders entitled to
          a fee or commission in connection with the introduction of the parties
          to each other.


     10.  Florida law shall govern this Agreement, and the venue for resolving
          legal and interpretative issues shall be the state or Federal courts
          in Miami-Dade County, Florida. The parties hereby consent to personal
          jurisdiction in such forum and to personal service of process by mail.
          In any litigation arising out of this agreement, the prevailing party
          shall be entitled to recover reasonable attorney's fees and costs.

     11.  The parties acknowledge that Strategica has various professionals in
          its employ and ownership, such as lawyers and accountants. The parties
          acknowledge that these

<PAGE>

Michael Post, President
Gasel Transportation Lines, Inc.
September [Illegible], 2000
Page 4


          persons have not and are not acting in their professional capacity on
          behalf of any of the parties or on behalf of the Company. Each of the
          parties represents that it has been advised to seek independent legal
          counsel. Each of the parties represents that it has sought and
          obtained, and will continue to seek and obtain as necessary from time
          to time, the advice of independent legal and accounting professional
          advice in connection with this venture and does not and will not seek
          to obtain the advice of, or to retain any of, the legal and accounting
          professionals affiliated with Strategica from time to time for any
          professional advice for themselves or the Company.

     12.  By signing below, the parties acknowledge good and valuable
          consideration for this agreement and that this agreement has been
          approved by the parties hereto and executed with the advice and
          approval of their respective independent counsel and duly authorized
          by all relevant action, corporate and otherwise, and anyone else whose
          consent is required. You agree to cooperate and deliver all documents
          with respect to this matter contemplated by this agreement or
          otherwise reasonably requested by Strategica or its counsel. This
          agreement shall not be construed more stringently against the drafting
          party since all parties and their respective counsel contributed to
          the negotiation and drafting of this agreement and each party has had
          the advice of separate and independent legal counsel in the review and
          drafting of this agreement. If any litigation arises from this
          agreement, the prevailing party may recover reasonable attorney's fees
          and costs.

          13. The Company hereby agrees to indemnify, defend and hold harmless
          Strategica and its respective affiliates, directors, officers,
          employees, managing directors, principals, shareholders, agents,
          controlling persons, attorneys, auditors and accountants, from and
          against any and all losses, claims, damages and liabilities, joint or
          several, to which such Indemnified Party may become subject under any
          applicable law or suit related to or arising out of the matters
          described in this Agreement including the performance of any services
          for the Company and undertaking any negotiations on behalf of the
          Company with third parties and for the consequences of any such
          negotiations, and the Company will reimburse each Indemnified Party
          for all fees and expenses (including reasonable counsel fees and
          expenses) as they are incurred in connection with the investigation
          of, preparation for, and defense of any pending or threatened claim or
          any action or proceeding arising there from, whether or not such
          Indemnified Party is a party and the prosecution and defense of any
          counter claims, cross claims and third party claims arising there from
          (sic) or related thereto. The Company shall defend the Indemnified
          Parties with counsel who shall be selected by Strategica and shall
          fund such retainers and payments as required by such counsel. The
          Company will not be liable under the foregoing indemnification
          provision in respect of any loss, claim, damage, or liability to the
          extent that a court of competent jurisdiction shall have determined by
          a final judgment that such loss; claim, damage or liability resulted
          primarily from the Indemnified Party's willful misconduct. The Company
          shall execute and deliver to Strategica and each other Indemnified
          Party such additional indemnification agreements as any of them shall
          require supplementing the aforementioned indemnification agreement.

<PAGE>


Michael Post, President
Gasel Transportation Lines, Inc.
September [Illegible], 2000
Page 5


     14.  The parties hereby waive the right to a jury trial in any legal
          proceeding among them.

     15.  You understand that no assurance is given that any particular funding
          or resources or transaction will be arranged or introduced or assigned
          to the Company by or through Strategica or that any subsequent funding
          or resources will be available after any one stage of funding is
          concluded. This letter should not be construed as a funding commitment
          or as a commitment to grant or arrange for any particular funding,
          debt or equity.

     Please signify your agreement with these terms by signing below and
returning by Friday, October 30, 2000. Also include your non-refundable
diligence fee of $20,000 and a $5,000 expense deposit. We are prepared to
accommodate immediately. Thank you.

                                           Sincerely,

                                           STRATEGICA SERVICES CORPORATION


                                           /s/ Harry Gurwitch
                                           Harry Gurwitch
                                           Managing Director

                                           /s/Kenneth C. Greenberg
                                           Kenneth C. Greenberg
[ILLEGIBLE]                                Managing Director

ACCEPTED:

Gasel Transportation Line, Inc.



By:/s/ Michael Post   Pres                 Date:     10/17      ,2000
   ----------------------------                 ----------------
   Michael Post, President
   Duly authorized