**Exhibit 10.102**
**EMPLOYMENT AGREEMENT**
     THIS AGREEMENT is made as of the 1st day of July 2004, by and between **R&R Express Intermodal,INC.**, a Florida corporation having its principal office located at 5301 Cypress Street Tampa, FL33607 (hereinafter “R&RI”), and Richard S. Francis, an individual residing in Allegheny County,Pennsylvania (hereinafter “Executive”).
**Witnesseth:**
     R&RI desires to employ the Executive, and the Executive wishes to accept such employment withR&RI, 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. R&RI hereby employs the Executive and the Executive hereby acceptsemployment by R&RI upon the terms and conditions hereinafter set forth. All previous employmentagreements or other terms and conditions of employment between R&RI and the Executive are herebyterminated and are superseded by this Agreement.
     2. Term. Subject to the provisions of Paragraph 9 hereof, the term of the Executive’semployment by R&RI under this Agreement shall commence on the date hereof and shall continue for aterm of five (5) years (“Original Term”). Expiration of the Original Term shall not prevent R&RIfrom continuing the Executive’s employment beyond such expiration on such terms as may be mutuallysatisfactory to R&RI and the Executive. The term of the Executive’s employment hereunder,including any extension beyond the Original Term, is hereinafter referred to as the “EmploymentPeriod”.
     3. Duties. The Executive shall be employed as the President of R&RI and shall havesuch duties as are assigned or delegated to him from time to time by the Board of Directors ofR&RI. The Executive shall devote such time and attention during normal business hours to thebusiness of R&RI as determined by the Board of Directors of R&RI. Nothing herein, however, shallprevent the Executive from engaging in additional activities in connection with personalinvestments and community affairs that do not interfere or conflict with his duties hereunder.
     4. Base Compensation. The Executive shall be paid a salary at an annual rate ofThirty-five Thousand Dollars ($35,000) during the Original Term, which shall be payable ininstallments in accordance with R&RI 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 R&RI and the Executive.
     5. Bonus. The Executive may participate in a bonus plan as determined by the R&RIboard of directors.
     6. Expenses. Subject to compliance by the Executive with such policies regardingexpenses and expense reimbursement as may be adopted from time to time by R&RI, the Executive isauthorized to incur reasonable expenses in the performance of his duties hereunder in furtheranceof the business and affairs of R&RI and R&RI will reimburse the Executive for all such reasonableexpenses, in all cases upon the presentation by the Executive of an itemized account satisfactoryto R&RI in substantiation of such expenses.
     7. Vacations. The Executive shall be entitled to paid vacations in accordance withthe policies of R&RI in effect, from time to time, as determined by the Board of Directors of R&RI;but in any event, Executive shall be entitled to not less than two (2) weeks per year of paidvacation.
     8. 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 R&RI 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 the discretion of the Board of Directors of R&RI and shall be as determinedfrom time to time solely by the Board of Directors.
     9. 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 R&RI 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 R&RI to Executive inthe event of the physical or mental disability of the Executive (as defined in Paragraph 9(b) ,below); (iii) for Cause (as defined in Paragraph 9(c) below), immediately upon the giving ofwritten notice thereof by R&RI to the Executive, or at such later time as such notice may specify;or (iv) without Cause at any time. after the initial five-year term hereof, upon not less thansixty (60) days. prior written notice by either the Executive or R&RI to the other party andsubject to Paragraph 9(d) below:
          (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 R&RI.
          (c) For purposes of this Agreement, the term “Cause” shall be deemed to mean the Executive’sconviction of any crime (felony or class 8 misdemeanors),
          (d) In the event the Employment Period is terminated by R&RI for any reason other than forCause or for the death or the physical or mental disability of the Executive, R&RI shall pay to theExecutive, as R&RI’s ‘sole and exclusive obligation related to such termination, the compensationand annual bonuses provided for in this Agreement as described in paragraphs 4,5,7, and 8, for afive-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 R&RI to comply with any material provision of thisAgreement, which failure is not cured within fourteen (14) days after a written notice ofnoncompliance has been given by Executive to R&RI.
     10. 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 R&RI, or on the other subsidiaries of XRG, Inc.(hereinafter “XRG Companies”) and their respective businesses; (iii) the Executive possessessubstantial technical expertise and skill with respect to the business of the XRG Companies. TheExecutive acknowledges that the provisions of this Section 10 are reasonable and necessary withrespect to the use of Confidential Information.
     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
     In consideration of the foregoing and of continued employment of the Executive by R&RI and thecompensation and benefits paid or provided, and to be paid or provided, to the Executive by R&RI,the Executive hereby covenants and agrees as follows:
     Both during and after the Employment Period, the Executive shall not, without R&RI’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.
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     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 when appropriateto the pursuit of their business, any document, record, notebook, plan, model, component, ordevice. The Executive recognizes that, as between the XRG Companies and the Executive, all suchdocuments, records, notebooks, plans, models, components or devices; whether or not developed bythe Executive, are the exclusive property of the XRG Companies. In the event of termination of theExecutive’s employment with R&RI, or upon the earlier request of any of the R&RI Companies duringthe Employment Period, the Executive shall return to the R&RI Companies all documents, records,notebooks, plans, models, components, and devices in the Executive’s possession or subject to theExecutive’s control. The Executive shall not retain any copies, abstracts, sketches or otherphysical embodiment of any such document, record, notebook, plan, model, component or device. TheExecutive agrees that all agency or brokerage business introduced to any XRG Companies by eitherthe Executive or any associate or employee introduced by the Executive and which the Employee’scompensation is derived, shall remain the property of any XRG Companies as long as the Employee isbeing compensated by any XRG Companies, including any severance compensation.
     11. 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 10 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.
     12. 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.
     13. 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.
     14. 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.
     15. 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 R&RI 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,
     16. 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.
     17. 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.
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     18. 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.
     19. 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 Hillsborough or the United StatesDistrict Court for the Middle District of Florida, Tampa Division, for purposes of any legal actionrelated hereto. The Executive agrees that service upon him in any such action may be made by firstclass mail, certified or registered.
     20. Dispute Resolution. Any dispute, controversy or claim arising out of or relatingto this Agreement shall be settled by arbitration by the American Arbitration Association (“AAA”)in accordance with the then current. rules in effect governing arbitration of such matters. Thearbitration shall be. conducted in Tampa, Florida by three (3) independent and impartialarbitrators. The award rendered by the arbitrators shall be final and a judgment may be enteredupon it according to applicable law in any court having jurisdiction. The arbitrators shall, inthe award, allocate the costs and expenses of the arbitration, including AAA fees and expenses,arbitrator compensation and expenses, the cost of any court reporter or stenographer employed bythe parties and the reasonable attorneys’ fees and expenses of the parties.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date abovefirst written.       R&R Express Intermodal, INC.   EXECUTIVE:a Florida corporation           By:             Title:             
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