**Exhibit 10.98**
**EMPLOYMENT AGREEMENT**
     THIS AGREEMENT is made as of the 1st day of November, 2003, by and between **XRG LOGISTICS,INC.**, a Florida corporation having its principal office located at 5301 Cypress Street Tampa, FL33607 (hereinafter “**XLI**”), and Larry M. Berry, an individual residing in Hopkins County, Kentucky(hereinafter “Executive”).
**Witnesseth:**
     XLI desires to employ the Executive, and the Executive wishes to accept such employment withXLI, upon the terms and conditions set forth in this Agreement.
     Accordingly, in consideration of the foregoing and the respective covenants of the parties setforth herein, the parties, intending to be legally bound, agree as follows:
     1. Employment. XLI hereby employs the Executive and the Executive hereby acceptsemployment by XLI upon the terms and conditions hereinafter set forth. All previous employmentagreements or other terms and conditions of employment between XLI or XRG and the Executive arehereby terminated and are superseded by this Agreement.
     2. Term. Subject to the provisions of Paragraph 11 hereof, the term of theExecutive’s employment by XLI under this Agreement shall commence on the date hereof and shallcontinue for a term of two (2) years (“Original Term”). Expiration of the Original Term shall notprevent XLI from continuing the Executive’s employment beyond such expiration on such terms as maybe mutually satisfactory to XLI and the Executive. The term of the Executive’s employmenthereunder, including any extension beyond the Original Term; is hereinafter referred to as the“Employment Period.”
     3. Duties. The Executive shall be employed as the Vice President of BusinessDevelopment of XLI and shall have such duties as are assigned or delegated to him from time to timeby the Board of Directors of XLI. The Executive shall devote such time and attention during normalbusiness hours to the business of XLI as determined by the Board of Directors of XLI. Nothingherein, however, shall prevent the Executive from engaging in additional activities in connectionwith personal investments and community affairs that do not interfere or conflict with his dutieshereunder.
     4. Base Compensation. The Executive shall be paid a salary at an annual rate of onehundred and fifty thousand dollars ($150,000) during the Original Term, which shall be payable ininstallments in accordance with XLI’s customary payroll practices, but no less frequently thanbi-monthly. The salary to be paid during any extension of the Employment Period beyond theOriginal Term will be as agreed to by XLI and the Executive.
     5. Commission. The Executive shall be paid a commission of 1/2 of 1% on all billedrevenue by agents and or Company offices introduced to the Company by the
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Executive that exceeds ten million dollars ($10,000,000) on an annual basis, during the originalterm of this agreement and any extensions. This commission shall be paid monthly on revenue billedthe prior month.
     6. Stock. XRG will issue 225,000 shares of XRG common stock to the Executive byJanuary 10, 2004.
     7. Automobile Expense Allowance. During the Employment Period, XLI shall pay to theExecutive an automobile expense allowance of $750 per month, which shall be paid to Executive onthe first business day of each month. This amount covers automobile purchase or lease payments andautomobile insurance payments.
     8. Expenses. Subject to compliance by the Executive with such policies regardingexpenses and expense reimbursement as may be adopted from time to time by XLI, the Executive isauthorized to incur reasonable expenses in the performance of his duties hereunder in furtheranceof the business and affairs of XLI and XU will reimburse the Executive for all such reasonableexpenses, in all cases upon the presentation by the Executive of an itemized account satisfactoryto XLI in substantiation of such expenses.
     9. Vacations. The Executive shall be entitled to paid vacations in accordance withthe policies of XLI in effect, from time to time, as determined by the Board of Directors of XLI;but in any event, Executive shall be entitled to not less than three (3) weeks per year of paidvacation.
     10. Other Employee Benefits. The Executive shall, during the Employment Period, beeligible to participate in such pension, profit sharing, bonus, life insurance, hospitalization andmedical and other employee benefit plans of XLI which may be in effect from time to time to theextent he is eligible under the terms of those plans; provided, however, that the allocation ofbenefits under any bonus or other plan which provides that allocations thereunder shall be in thediscretion of the Board of Directors of XLI and shall be as determined from time to time solely bythe Board of Directors. The Executive will be eligible to participate in a stock bonus plansimilar to the plan being created for the EFS transaction.
     11. Termination.
          (a) The Employment Period, the Executive’s compensation and any and all other rights of theExecutive under this Agreement or otherwise as an employee of XLI shall terminate (except as tocompensation and rights accrued prior to the effective date of such termination): (i) upon thedeath of the Executive; (ii) upon fourteen (14) days prior written notice by XLI to Executive inthe event of the physical or mental disability of the Executive (as defined in Paragraph 11(b)below); (iii) for Cause (as defined in Paragraph 11(c) below), immediately upon the giving ofwritten notice thereof by XLI to the Executive, or at such later time as such notice may specify;or (iv) without Cause at any time after the initial two-year term hereof, upon not less than sixty(60) days’ prior written notice by either the Executive or XLI to the other party and subject toParagraph 11 (d) below.
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          (b) For purposes of this Agreement, the Executive shall be deemed to have a “physical ormental disability” if for medical reasons he has been unable to perform his duties for thirty (30)consecutive days or ninety (90) days in any 12-month period, all as determined in good faith by aphysician mutually acceptable to Executive and the Board of Directors of XLI.
          (c) For purposes of this Agreement, the term “Cause” shall be deemed to mean the Executive’sconviction of any crime (felony or class 8 misdemeanor), the Executive’s commission of any act ofwillful misconduct or dishonesty, or the material breach of any provision of this Agreement by theExecutive.
          (d) In the event the Employment Period is terminated by XLI for any reason other than forCause or for the death or the physical or mental disability of the Executive, XLI shall pay to theExecutive, as XLI’s sole and exclusive obligation related to such termination, the compensation andannual bonuses provided for in this Agreement as described in paragraphs 4, 5, 7, 8, and 10, for aone-year term, payable in a lump sum within 30 days of termination.
          (e) Executive may terminate his employment for good reason. For purposes of this Agreement,“good reason” shall mean a failure by XLI to comply with any material provision of this Agreement,which failure is not cured within fourteen (14) days after a written notice of noncompliance hasbeen given by Executive to XLI.
     12. Non-Disclosure Covenant. The Executive acknowledges that (i) during theEmployment Period and as a part of his employment, the Executive will be afforded access toConfidential Information (as hereinafter defined); (ii) public disclosure of ConfidentialInformation could have a material adverse impact on XRG, on XLI or on the other subsidiaries of XRG(hereinafter “XRG Companies”) and their respective businesses; (iii) the Executive possessessubstantial technical expertise and skill with respect to the business of the XRG Companies;. and(iv) XRG has required the Executive to make the covenants set forth in this Section 12 as acondition to its purchase of Express Freight Systems, Incorporated and Freeway Systems,Incorporated and the Executive is willing to do so. The Executive acknowledges that the provisionsof this Section 12 are reasonable and necessary with respect to the use of ConfidentialInformation.
     As used in this Agreement, the term “Confidential Information” shall mean agency owneroperator or driver lists or information, inventions and improvements, ideas, plans, processes,techniques, technology, customer lists, business methods, trade secrets as defined under applicablelaw, and other information developed or acquired by or on behalf of the XRG Companies which relateto or affect any aspect of the business of the XRG Companies. Confidential Information shall notinclude information that becomes generally known to the public through no act of Executive inbreach of this Agreement
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     In consideration of the foregoing and of continued employment of the Executive by XLI and thecompensation and benefits paid or provided, and to be paid or provided, to the Executive by XLI,the Executive hereby covenants and agrees as follows:
     Both during and after the Employment Period, the Executive shall not, without XLI’s priorwritten consent, disclose to any third party, or use for any purpose other than for the exclusivebenefit of the XRG Companies, any Confidential Information.
     The Executive agrees that disclosures made by the XRG Companies to governmental authorities,to their customers or potential customers, to their suppliers or potential suppliers, to theiremployees or potential employees, to their consultants or potential consultants or disclosures madeby the XRG Companies in any litigation or administrative or governmental proceedings shall not meanthat the matters so disclosed are available to the general public.
     The Executive shall not remove from the premises of the XRG Companies, except whenappropriate. to the pursuit of their business, any document, record, notebook, plan, model,component, or device. The Executive recognizes that, as between the XRG Companies and theExecutive, all such documents, records, notebooks, plans, models, components or devices, whether ornot developed by the Executive, are the exclusive property of the XRG Companies. In the event oftermination of the Executive’s employment with XLI, or upon the earlier request of any of the XRGCompanies during the Employment Period, the Executive shall return to the XRG Companies alldocuments, records, notebooks, plans, models, components, and devices in the Executive’s possessionor subject to the Executive’s control. The Executive shall not retain any copies, abstracts,sketches or other physical embodiment of any such document, record, notebook, plan, model,component or device. The Executive agrees that all agency or brokerage business introduced to anyXRG Companies by either the Executive or any associate or employee introduced by the Executive andwhich the Employee’s compensation is derived, shall remain the property of any XRG Companies aslong as the Employee is being compensated by any XRG Companies, including any severancecompensation.
     13. Covenant Not to Compete; Non-Interference.
          (a) The Executive acknowledges that the services to be performed under this Agreement are of aspecial and unique character, that the businesses of the XRG Companies are national in scope, thattheir services are marketed throughout the United States, and that the XRG Companies compete withother organizations that are or could be located in any part of the United States. The Executivefurther acknowledges that XRG requires the Executive to agree to the provisions of this Section 13as a condition to its purchase of Express Freight Systems, Incorporated and Freeway Systems,Incorporated. In consideration of the foregoing, and in consideration of his continued employmentby XLI, the Executive hereby covenants and agrees that he shall not:
               (i) during the Employment Period, and for a period of one (1) year thereafter, directly orindirectly engage or invest in, own, manage, operate, control
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or participate in the ownership, management, operation or control of, be employed, associated or inany manner connected with, or render services or advice to, any business whose services oractivities compete, in whole or in part, with the services or activities of the XRG Companieswithin the geographical territories within the United States in which the XRG Companies at any timeduring the Employment Period conduct their respective businesses;
               (ii) whether for the Executive’s own account or for the account of any other person, at anytime during the Employment Period, and for a period of one (1) year thereafter, solicit thebusiness of any person or entity known by the Executive to be a customer of the XRG Companies,whether or not the Executive had personal contact with such person or entity during his employmentwith XLI; and
               (iii) whether for the Executive’s own account or the account of any other person at any timeduring the Employment Period and for a period of one (1) year thereafter, solicit, employ orotherwise engage as an employee, independent contractor or otherwise, any person who is or was anemployee of any of the XRG Companies during the Executive’s Employment Period, or in any mannerinduce or attempt to induce any employee of any of the XRG Companies to terminate his/heremployment with such company.
     It is understood by and between the parties hereto that the foregoing covenants by theExecutive set forth in this Section 13 are essential elements of this Agreement and that but forthe agreement of the Executive to comply with such covenants, XLI would not have entered into thisAgreement. XLI and the Executive have independently consulted their respective counsel and havebeen advised in all respects concerning the reasonableness and propriety of such covenants, withspecific regard to the nature of the businesses conducted by the XRG Companies.
          (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions setforth in Section 13(a) hereof shall not apply in the event that XLI terminates the EmploymentPeriod during the Original Term for any reason other than for Cause or the physical or mentaldisability of the Executive.
          (c) Notwithstanding that the Executive’s employment hereunder may expire or be terminated asprovided in Section 11 hereof, this Agreement shall continue in full force and effect insofar as isnecessary to enforce the covenants and agreements of the Executive contained in Section 13.
     14. Injunctive Relief. The Executive acknowledges that the damages that would besuffered by the XRG Companies as a result of a breach of the provisions of Section 12 or 13 of thisAgreement may not be calculable, and that an award of a monetary judgment to any of the XRGCompanies for such a breach would be an inadequate remedy. Consequently, any of the XRG Companiesshall have the right, in addition to any other rights it may have, to obtain, in any court ofcompetent jurisdiction, injunctive relief to restrain any breach or threatened breach hereof orotherwise to specifically enforce any of the ,provisions of this Agreement and such company shallnot be obligated to post bond or other security in seeking such relief.
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     15. Definition of “person.” The term “person” shall mean any individual, corporation,firm, association, partnership, limited liability company or other legal entity or other form ofbusiness organization.
     16. Compliance with Other Agreements. The Executive represents and warrants that theexecution and delivery by the Executive of this Agreement and the performance by the Executive ofhis obligations hereunder will not, with or without the giving of notice or the passage of time, orboth, (i) violate any judgment, writ, injunction or order of any court, arbitrator or governmentalagency applicable to the Executive; or (ii) conflict with, result in the breach of any provisionsof or the termination of, or constitute a default under, any agreement to which the Executive is aparty or by which he is or may be bound.
     17. Waiver of Breach. The waiver by any party hereto of a breach of any provision ofthis Agreement shall not operate or be construed as a waiver of any subsequent breach.
     18. Binding Effect: Benefits. This Agreement shall inure to the benefit of, and shallbe binding upon, the parties hereto and their respective successors, assigns, heirs and legalrepresentatives, including, without limitation, any entity with which XLI may merge or consolidateor to which it may transfer all or substantially all of its assets. Insofar as the Executive isconcerned, this Agreement, being personal, may not be assigned.
     19. Notices. All notices and other communications which are required or may be givenunder this Agreement shall be in writing and shall be deemed to have been duly given when deliveredin person or three (3) days after being mailed by registered or certified first class mail, postageprepaid.
     20. Entire Agreement; Amendments. This Agreement contains the entire agreement of theparties with respect to the subject matter hereof and supersedes all prior agreements andunderstandings, oral or written, between the parties hereto with respect to the subject matterhereof. This Agreement may not be changed orally, but only by an agreement in writing signed bythe party against whom any waiver, change, amendment, modification or discharge is sought.
     21. Severability. If any provision or provisions of this Agreement shall be declaredinvalid or unenforceable, any such provision or provisions shall be deemed severed from theremainder of the provisions contained herein which shall otherwise remain in full force and effect.
     22. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by andconstrued in accordance with the laws of the State of Florida without giving effect to theprinciples of conflicts of law thereof. The Executive hereby submits to the jurisdiction and venueof the Circuit Court of the State of Florida for the County of HiIIsborough or the United StatesDistrict Court for the Middle District of Florida, Tampa Division, for purposes of any legal actionrelated hereto. The Executive agrees that
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service upon him in any such action may be made by first class mail, certified or registered.
     23. Dispute Resolution. Any dispute, controversy or claim arising out of or relatingto this Agreement (except for matters covered by Section 14 hereof) shall be settled by arbitrationby the American Arbitration Association (“AAA”) in accordance with the then current rules in effectgoverning arbitration of such matters. The arbitration shall be conducted in Tampa, Florida bythree (3) independent and impartial arbitrators. The award rendered by the arbitrators shall befinal and a judgment may be entered upon it according to applicable law in any court havingjurisdiction. The arbitrators shall, in the award, allocate the costs and expenses of thearbitration, including AAA fees and expenses, arbitrator compensation and expenses, the cost of anycourt reporter or stenographer employed by the parties and the reasonable attorneys’ fees andexpenses of the parties.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date abovefirst written.     XRG LOGISTICS, INC. EXECUTIVE:a Florida corporation       By:              Title:         
Attachment:
Exhibit A — Description of Express Freight Systems Recruiters Quarterly Bonus Program
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