**Exhibit 10.99**
**EMPLOYMENT AGREEMENT**
     THIS AGREEMENT is made as of the 1st day of January 1, 2004, by and between **XRGG&A, INC.,**a Florida corporation having its principal office located at 5301 Cypress Street Tampa,FL 33607 (hereinafter “**XRGA**”), and Gary Walborn, an individual residing in Hillsboro County,Florida (hereinafter “Employee”).
**Witnesseth:**
     XRG desires to employ the Employee, and the Employee wishes to accept such employment withXRGA, 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. XRGA hereby employs the Employee and the Employee hereby acceptsemployment by XRGA upon the terms and conditions hereinafter set forth. All previous employmentagreements or other terms and conditions of employment between XRGA or XRG and the Employee arehereby terminated and are superseded by this Agreement. XRGA may assign this Agreement to any XRGsubsidiary provided the Employee has the ability to “opt out” and terminate the agreement with theunderstanding that the “non-disclosure” clause would still be enforced, but the “non-compete”clause would be waived at any time during the term of the agreement.
     2. Term. Subject to the provisions of Paragraph 11 hereof, the term of the Employee’semployment by XRGA under this Agreement shall commence on the date hereof and shall continue for aterm of two (2) years (“Original Term”). Expiration of the Original Term shall not prevent XRGAfrom continuing the Employee’s employment beyond such expiration on such terms as may be mutuallysatisfactory to XRGA and the Employee. The term of the Employee’s employment hereunder, includingany extension beyond the Original Term, is hereinafter referred to as the “Employment Period.”
     3. Duties. The Employee shall be employed as a data processing manager of XRGA andshall have such duties as are assigned or delegated to him from time to time by the Board ofDirectors of XRGA. The Employee shall devote such time and attention during reasonable normalbusiness hours to the business of XRGA as determined by the Board of Directors of XRGA. Nothingherein, however, shall prevent the Employee 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 Employee shall be paid a salary at an annual rate of eightythousand dollars ($80,000) during the Original Term, which shall be payable in installments inaccordance ‘s customary payroll practices, but no less frequently than bi-
Page 1

 

monthly. The salary to be paid during any extension of the Employment Period beyond the OriginalTerm will be agreed to by XRGA and the Employee.
     5. Stock. XRG will issue 100,000 shares of XRG common stock to the Employee byFebruary 15, 2004. The stock will be issued in exchange for the software code that is sufficientto operate a truck company that was demonstrated to XRG personnel by the Employee during his visitto Company facilities on December 3, 2003. XRG will have exclusive ownership of the softwareincluding all rights to market and distribute the software. All future work on the software willalso become the property of XRG.
     7. Housing Expense Allowance. During the first six months of the Employment Period,XRGA shall pay to the Employee a housing expense allowance of $800 per month for apartment rent,and $200 per month for furniture rent, which shall be paid to Employee on the first business day ofeach month.
     8. Expenses. Subject to compliance by the Employee with such policies regardingexpenses and expense reimbursement as may be adopted from time to time by XRGA, the Employee isauthorized to incur reasonable expenses in the performance of his duties hereunder in furtheranceof the business and affairs of SRGA and XRGA will reimburse the Employee for all such reasonableexpenses, in all cases upon the presentation by the Employee of an itemized account satisfactory toXRGA in substantiation of such expenses.
     9. Vacations. The Employee shall be entitled to paid vacations in accordance with thepolicies of XRGA in effect, from time to time, as determined by the Board of Directors of XRGA; butin any event, Employee shall be entitled to not less than one (1) week per year of paid vacation.
     10. Other Employee Benefits. The Employee shall, during the Employment Period, beeligible to participate in such pension, profit sharing, bonus, life insurance, hospitalization andmedical and other employee benefit plans of XRGA 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 XRGA and shall be as determined from time to time solely bythe Board of Directors.
     11. Termination.
          (a) The Employment Period, the Employee’s compensation and any and all other rights of theEmployee under this Agreement or otherwise as an employee of XRGA shall terminate (except as tocompensation and rights accrued prior to the effective date of such termination): (i) upon thedeath of the Employee; (ii) upon fourteen (14) days’ prior written notice by XRGA to Employee inthe event of the physical or mental disability of the Employee (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 XRGA to
Page 2

 

the Employee, or at such later time as such notice may specify; or (iv) without Cause at any timeafter the initial two-year term hereof, upon not less than sixty (60) days’ prior written notice byeither the Employee or XRGA to the other party and subject to Paragraph 11(d) below.
          (b) For purposes of this Agreement, the Employee shall be deemed to have a “physical or mentaldisability” 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 Employee and the Board of Directors of XRGA.
          (c) For purposes of this Agreement, the term “Cause” shall be deemed to mean the Employee’sconviction of any crime (felony or class 8 misdemeanor), the Employee’s commission of any act ofwillful misconduct or dishonesty, or the material breach of any provision of this Agreement by theEmployee.
          (d) Employee may terminate his employment for good reason. For purposes of this Agreement,“Good reason” shall mean a failure by XRGA 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 Employee to XRGA.
     12. Non-Disclosure Covenant. The Employee acknowledges that (i) during the EmploymentPeriod and as a part of his employment, the Employee will be afforded access to ConfidentialInformation (as hereinafter defined); (ii) public disclosure of Confidential Information could havea material adverse impact on XRG, on XRGA or on the other subsidiaries of XRG (hereinafter “**XRGCompanies**”) and their respective businesses; (ii) the Employee possesses substantial technicalexpertise and skill with respect to the business of the XRG Companies; and (iv)( XRG has requiredthe Employee to make the covenants set forth in this Section 12 as a condition to its purchase ofExpress Freight Systems, Incorporated and Freeway Systems, Incorporated and the Employee is willingto do so. The Employee acknowledges that the provisions of this Section 12 are reasonable andnecessary with respect 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 Employee in breachof this Agreement.
     In consideration of the foregoing and of continued employment of the Employee by XRGA and thecompensation and benefits paid or provided, and to be paid or provided, to the Employee by XRGA,the Employee hereby covenants and agrees as follows:
Page 3

 

     Both during and after the Employment Period, the Employee shall not, without XRGA’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 Employee agrees that disclosures made by the XRG Companies to governmental authorities, totheir 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 Employee shall not remove from the premises of the XRG Companies, except when appropriateto the pursuit of their business, any document, record, notebook, plan, model, or device. TheEmployee recognizes that, as between the XRG Companies and the Employee, all such documents,records, notebooks, plans, models, components or devices, or not developed by the Employee, are theexclusive property of the XRG Companies. In the event of termination of the Employee’s employmentwith XRGA, or upon the earlier request of any of the XRG Companies during the Employment Period,the Employee shall return to the XRG Companies all documents, records, notebooks, plans, models,components, and devices in the Employee’s possession or subject to the Employee’s control. TheEmployee shall not retain any copies, abstracts, sketches or other physical embodiment of any suchdocument, record, notebook, plan, model, component or device. The Employee agrees that all agencyor brokerage business introduced to any XRG Companies by either the Employee or any associate oremployee introduced by the Employee and which the Employee’s compensation is derived, shall remainthe property of any XRG Companies as long as the Employee is being compensated by any XRGCompanies, including any severance compensation.
     13. Covenant Not to Compete; Non-Interference.
          (a) The Employee 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 Employeefurther acknowledges that XRG requires the Employee 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 XRGA, the Employee 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 or participate in the ownership,management, operation or control of, be employed, associated or in any manner connected with, orrender services or advice to, any business whose services or activities compete, in whole or inpart, with the services or activities of the XRG Companies within the geographical territorieswithin the United States in which
Page 4

 

the XRG Companies at any time during the Employment Period conduct their respective businesses;
               (ii) whether for the Employee’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 Employee to be a customer of the XRG Companies,whether or not the Employee had personal contact with such person or entity during his employmentwith XRGA; and
               (iii) whether for the Employee’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 Employee’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 theEmployee set forth in this Section 12 are essential elements of this Agreement and that but for theagreement of the Employee to comply with such covenants, XRGA would not have entered into thisAgreement. XRGA and the Employee have independently consulted their respective counsel and havebeen advised in all respects concerning 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 XRGA terminates the EmploymentPeriod during the Original Term for any reason other than for Cause or the physical or mentaldisability of the Employee.
          (c) Notwithstanding that the Employee’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 Employee contained in Section 13.
     14. Injunctive Relief. The Employee 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.
Page 5

 

     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 Employee represents and warrants that theexecution and delivery by the Employee of this Agreement and the performance by the Employee of hisobligations 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 Employee; or (ii) conflict with, result in the breach of any provisions ofor the termination of, or constitute a default under, any agreement to which the Employee 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 XRGA may merge or consolidateor to which it may transfer all or substantially all of its assets. Insofar as the Employee 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 Employee 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,**
Page 6

 

**Tampa Division, for purposes of any legal action related hereto. The Employee agrees that serviceupon 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 of the parties.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date abovefirst written.       XRG G&A, INC.   EMPLOYEE:a Florida corporation           By:                    Title:             
XRG Employment Agreement (Gary Walborn)
Page 7