EXHIBIT 10.5


                              Fleet Owner Agreement

         This fleet owner agreement, being on this ______ day of May, 2003 by
and between XRG, Inc. a Florida corporation with its main headquarters located
at 5301 Cypress Street, Tampa, FL 33607, a common and contract Carrier of
general commodities operating by the authority of the Federal Highway
Administration (FHA) and applicable Public Utility Commission(s) hereinafter
referred to as "Carrier" and J. Bently Companies, Inc., hereafter referred to as
"Fleet owner". In the event of any default of subject of terms of the agreement,
Fleet owner shall be liable, responsible and accountable to Carrier as a result
of said default.

                                   I. Premises
                                   -----------

         Whereas Carrier agrees to hire Fleet owner as their representative at
his principal office located at Sweetwater, TN to be identified as FLEET OWNER
NUMBER 100, or whatever fleet owner designation at a later date and to solicit
commodities Carrier is authorized to haul on interstate by the authority of the
FHA and on intrastate by the authority of the applicable Public Utility
Commission and to direct the transportation of shipments on a commission basis
on behalf of Carrier to points and places Carrier is authorized to serve by the
FHA or applicable Public Utility Commission.

         Whereas, Fleet owner agrees to represent Carrier as Fleet owner Manager
and to solicit commodities Carrier is authorized to haul by authority of the FHA
or applicable Public Utility Commission on shipments on behalf of Carrier as set
forth above for the consideration here-in-after stated.

         Now, it is therefore mutually agreed between the parties hereto as
follows:

         This agreement is one of the representations of transportation services
only. Fleet owner has no authority to speak on behalf of the Carrier to any
outside media or to any regulatory agency of a State, Federal Government, to
legal councils, or any other professional or consulting service. Fleet owner has
no authority to represent Carrier or enter into any contractual agreements or
legal proceedings without prior consent from the president of the carrier.

         Any cost incurred to Carrier as a result of deviation from this policy
will be charged back to the Fleet owner. Carrier will not be responsible for any
expenses incurred for the operation of the fleet owner's premises, i.e.
telephones, rents, utilities, taxes, employee expenses, or any other expenses
incidental to the operation of the fleet owner's premises.


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                            II. Terms and Conditions
                            ------------------------

A.       Responsibility of Carrier

     (1)  Carrier  agrees to assign a series of freight  bills/Delivery  receipt
          forms to be used on all outbound  shipments billed by this commodities
          division.   Carrier  also  agrees  to  assign  all   necessary   legal
          documentation and paperwork  required to properly represent Carrier on
          interstate  and  intrastate  shipments,  including but not limited to:
          certificates  of  insurance,  copies  of  all  operating  authorities,
          equipment  leases,  door  signs,  driver  and  vehicle   applications,
          maintenance and inspection reports, and a copy of carrier's applicable
          rate  schedules or published  tariff of rates and charges on file with
          the FHA or the applicable Public Utilities Commission.

     (2)  Carrier  agrees  to  pay  on  direct  and  interline  haul,  excluding
          accessorial  charges  on  commodities  shipments  hauled  Fleet  owner
          equipment

     (3)  Carrier agrees to allow a maximum of 67% of the gross freight  revenue
          as  compensation  to vehicles  under  permanent  lease  agreement with
          Carrier  and a  maximum  of  67%  of  the  gross  freight  revenue  as
          compensation  to vehicles  under a trip lease with  Carrier  which are
          under the  direction  of Fleet owner or  assigned to this  commodities
          division.  The maximum  allowable  percentage will include all related
          charges and costs that pertain to each  shipment.  Insurance  handling
          charges are not to be considered a part of the transportation  charges
          or freight revenues.

     (4)  Carrier  agrees to a minimum lease payment to the fleet owner equal to
          the real costs incurred in the operation of the equipment. These costs
          shall include the following:

          i)   Driver pay, payroll taxes, worker compensation, and other benefit
               costs already in place
          ii)  Fuel costs net of fuel surcharges
          iii) Equipment  lease  payments  or finance  payments  to third  party
               financers
          iv)  Repairs and  maintenance  costs related the equipment under lease
               to the Carrier
          v)   Plates and permits on equipment leased to Carrier
          vi)  Physical damage insurance on equipment leased to Carrier

     (5)  Carrier  agrees to present to Fleet owner a weekly  summary of account
          standings  and a weekly report  itemizing  all shipments  received for
          that process week in addition to an account of compensation due.

NOTE: Revenue collected by Carrier for driver assistance in loading or
unloading; fuel surcharges; truck ordered not used, detention of drivers and/or
vehicle storage, and special hauling permits will paid entirely to the Fleet
owner.

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B.  Responsibility of Fleet owner

         (1) Fleet owner agrees to submit to corporate office all legal
documentation and properly prepared paperwork pertaining to each shipment as
required by all regulatory commissions including but not limited to the Federal
Highway Administration, U.S. Department of Transportation and will assure
Carrier that all drivers whose services are enlisted by Fleet owner are in
compliance with all Federal Motor Carrier Safety Regulations as set forth in
title 49 code of Federal Regulations, Parts 40, 325, 382, 383, 385, 386, 387,
390-397, and 399. (Carrier has provided Copy of which to Fleet owner) Fleet
owner also agrees to submit all documentation necessary for Carrier to secure
payment from shippers on a timely basis. Fleet owner agrees to report daily
activity concerning dispatch and checks issued for payments authorized by Fleet
owner. Fleet owners found to be in violation of any part of this provision will
be responsible for all costs and fines incurred upon Carrier by any regulatory
commission. Non-compliance with this provision shall result in an assessment of
$200.00 per occurrence toward Fleet owner.

         (2) Fleet owner agrees and understands that carrier funds may be issued
only in payment of transportation services for operation advances to drivers and
final settlements to the Fleet owner.

         (3) Fleet owner agrees to be responsible for all monies on company
checks that are stolen or lost and cashed before notifying Carrier of loss of
checks. Fleet owner also agrees and understands that he/she is responsible for
all checks cashed by fraudulent, deceptive misrepresentation of company
business.

         (4) Fleet owner agrees to be responsible for insurance deductible on
cargo losses that cannot be re-cooperated from their negligent operators.

         (5) Fleet owner agrees to be responsible for the protection  of freight
bills,  Company  checks,  permits,  stickers,  fuel decals and any other company
documents in their possession.

         (6) Fleet owner agrees to allow Carrier complete control over the
dispatch and utilization of the equipment under lease to the Carrier.

                              III. Indemnification
                              --------------------

         (1) Fleet owner shall indemnify and save harmless Carrier from any and
all claims, loss or damage of any kind whatsoever, including direct, indirect,
incidental or consequential damages, along with costs including reasonable
attorney's fees connected therewith, brought by any person or persons arising
out of, directly or indirectly, fleet owner's negligent or unlawful
transportation of property or for any other negligent or unlawful performance in
connection with this agreement.


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                              IV. Term of Contract
                              --------------------

         The term of this agreement shall be for two (2) years, commencing as of
the date first written above, and shall be automatically renewed from year to
year thereafter until such time as the agreement is terminated wholly or in part
by either Fleet owner or Carrier upon thirty (30) days prior written notice at
any time to the other party.

                                   V. Default
                                   ----------

         In the event that either party shall fail to perform any covenant or
condition required under this agreement to be preformed by that party, and such
default in performance shall have continued for a period of (7) consecutive days
after notice thereof given by the non-defaulting party, then the non-defaulting
party may declare the other party in default. Upon declaration of default, the
non-defaulting party may elect to treat this agreement as immediately
terminated.

                       VI. Modifications and Effectiveness
                       -----------------------------------

         It is agreed that there are no oral representations, agreements or
understandings affecting this agreement and that any future representations,
agreements, understandings or waivers to be binding upon the parties hereto,
must be reduced to writing by way of either addendum to or revisions thereof to
the original agreement.

         Either party's failure strictly to enforce any provision of this
agreement shall not be construed as a waiver thereof excusing the other party
from performance.

         IN WITNESS WHEREOF, Carrier and Fleet owner do hereby sign this
agreement on the above date first written which shall be the effective date.

Fleet owner:                                    Carrier:
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